Seacrest Petroleo Bermuda Limited: Announcement of terms for the Initial Public Offering

08 Feb 2023 08:05 CET

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Rio de Janeiro, Brazil/Hamilton, Bermuda, 8 February 2023: Further to the
announced Intention to Float published on 24 January 2023, Seacrest Petroleo
Bermuda Limited ("Seacrest Petroleo" or the "Company") has resolved to launch an
initial public offering of shares in the Company (the "Offering" or the "IPO").
Subject to approval of the Prospectus (as defined below), the listing
application, and the successful completion of the Offering, the shares of the
Company (the "Shares") will be admitted to listing and commence trading on the
Oslo Stock Exchange on or around 20 February 2023 under the ticker "SEAPT".

The Offering

The Offer Shares (as defined below) will be offered at a price of NOK 10.00 per
Offer Share (the "Offer Price"), corresponding to a pre-money equity value of
the Company of NOK 2,240 million (equivalent to approximately USD 215 million
based on the USD/NOK exchange rate of 10.4).

The Offering will consist of an offer of 260 million new Shares to be issued by
the Company (the "New Shares"), raising gross proceeds of approximately NOK
2,600 million (equivalent to approximately USD 250 million). In addition, the
Managers (as defined below) may over-allot up to 26 million additional Shares
(the “Additional Shares”, and together with the New Shares, the “Offer Shares”).
In order to facilitate for such over-allotments, the Company’s largest
shareholder, Seacrest Partners III, L.P., is expected to grant ABG Sundal
Collier ASA (the “Stabilization Manager”), on behalf of the Managers, an option
to borrow a number of Shares equal to the number of Additional Shares (the
“Over-allotment Option”). Furthermore, the Company is expected to grant the
Stabilization Manager, on behalf of the Managers, an option to subscribe for a
number of additional New Shares to be issued by the Company equal to the number
of Additional Shares at a price equal to the Offer Price, to cover short
positions created by over-allotments in the Offering (the “Greenshoe Option”).
The Greenshoe Option may be exercised, in whole or in part, within a 30-day
period commencing at the time of the Listing. The Company will receive the
proceeds from the issuance of any Shares subscribed pursuant to the Greenshoe
Option.

At a price of NOK 10.00 per share, the Offering including the Over-Allotment
Option, will amount to NOK 2,860 million (equivalent to approximately USD 275
million).

The Company and members of the Company's management and board of directors will
be subject to a 180-day and a 365-day lock-up period respectively. Seacrest
Partners III, L.P. and certain other major shareholders of the Company, will be
subject to a 180-day lock-up period.

Offering details

The terms and conditions for the Offering will comprise:

• An institutional offering (the "Institutional Offering"), in which Offer
Shares are being offered to (a) institutional and professional investors in
Norway, (b) investors outside Norway and the United States of America, subject
to applicable exemptions from the prospectus and registration requirements, and
(c) investors in the United States of America who are QIBs in transactions
exempt from registration requirements under the U.S. Securities Act. The
institutional offering is subject to a lower limit per application of NOK
2,000,000.

• A retail offering (the "Retail Offering"), in which Offer Shares are being
offered to the public in Norway, subject to a lower limit per application of NOK
10,500 and an upper limit per application of NOK 1,999,999 for each investor.
Investors who intend to place an order in excess of NOK 1,999,999 must do so in
the Institutional Offering. Multiple applications by one applicant in the Retail
Offering may be treated as one application with respect to the maximum
application limit.

All offers and sales in the United States will be made only to QIBs in reliance
on Section 4(a)(2) in a transaction not being subject to the registration
requirements under the U.S. Securities Act. All offers and sales outside the
United States will be in compliance with Regulation S of the U.S. Securities
Act.

The shares may only be sold in Brazil to professional investors, as such term is
defined in CVM Resolution No. 30, and according to the terms of Article 8, item
VI, of CVM Resolution No.160.

Further details of the Offering and the terms thereof will be set out in the
Prospectus (as defined below).

Timeline and Offering period

Subject to approval and publication of the Prospectus, the bookbuilding period
for the Institutional Offering will commence on 9 February 2023 at 09:00 hours
(CET) and end on 16 February 2023 at 14:00 hours (CET), and the application
period for the Retail Offering will commence on 9 February 2023 at 09:00 hours
(CET) and end on 16 February 2023 at 12:00 hours (CET). The bookbuilding and
application periods may be extended as further set out in the Prospectus.

The final number of Offer Shares will be determined by the Company, in
consultation with the Managers, following the expiry of the bookbuilding and
application periods.

Conditions for the completion of the Offering

Completion of the Offering is conditional upon the Oslo Stock Exchange approving
the Company's application for listing of its Shares expected to be on or about
13 February 2023, and the satisfaction of the conditions for admission to
trading set by the Oslo Stock Exchange, which are expected to be that (i) the
Offering is completed, (ii) the free float in the Company’s shares is at least
25% and (iii) the Company obtains a minimum of 500 shareholders, each holding
shares with a value of more than NOK 10,000 for a Listing on Oslo Børs, or
alternatively 100 for Euronext Expand.

The completion of the Offering will further be conditional upon (i) the Company,
in consultation with the Managers, resolving to proceed with the Offering, (ii)
the Company, in consultation with the Managers, having approved the Offer Price,
the number of Offer Shares and the allocation of the Offer Shares to eligible
investors following the bookbuilding process, (iii) the Managers, Seacreast
Partners III L.P. and the Company having entered into a placing agreement
regarding the placement of the Offer Shares and (iv) the Managers, the
International Placement Agents and the Company having entered into an
international placing agreement regarding the placement of the Offer Shares in
the U.S. private placement). There can be no assurance that these conditions
will be satisfied. If the conditions are not satisfied, the Offering may be
revoked or suspended.

Approval and publication of Prospectus

The Company has prepared a prospectus in connection with the IPO (the
"Prospectus") which is expected to be approved by the Financial Supervisory
Authority of Norway on or around 8 February 2023. Further details of the
Offering and the terms thereof, including the application form for the Retail
Offering, will be out in the Prospectus. Subject to such approval and regulatory
restrictions in certain jurisdictions, the Prospectus, including the application
forms for the Retail Offering, will be made available at
www.seacrestpetroleo.com/ www.abgsc.no, www.paretosec.com/transactions and
www.sb1markets.no.

Applicants in the Retail Offering are recommended to apply for Offer Shares
through the VPS online application system by following the link to such online
application system on the following websites: www.abgsc.no,
www.paretosec.com/transactions and www.sb1markets.no. Applicants in the Retail
Offering not having access to the VPS online application system must apply using
the Retail Application Form attached to the Prospectus as Appendix G "Retail
Application Form".

Advisors

ABG Sundal Collier ASA and Pareto Securities AS are acting as joint global
coordinators and joint bookrunners, and SpareBank 1 Markets AS is acting as
joint bookrunner in the IPO (together, the "Managers"). Banco BTG Pactual SA -
Cayman and Itau BBA USA Securities, Inc. are acting as international placement
agents, (the “International Placement Agents”).
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the
Company, Wakefield Quin Limited is acting as Bermuda legal counsel to the
Company and Cleary Gottlieb Steen & Hamilton LLP is acting as U.S. legal counsel
to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel
to the Managers, MJM Limited is acting as Bermuda legal counsel to the Managers
and Simpson Thacher & Bartlett LLP is acting as U.S. legal counsel to the
Managers.


For further information, please contact:

Torgeir Dagsleth, Chief Financial Officer
Seacrest Petroleo Bermuda Limited
Tel. +47 958 91 970
E-mail: torgeir.dagsleth@seacrest.com

Crux Advisers AS is acting as communications and investor relations adviser.

Senior Advisor Jan Petter Stiff
Crux Advisers AS
Tel. +47 995 13891
E-mail: jps@crux.no

About Seacrest Petroleo:

Seacrest Petroleo is an independent oil and gas production company with an
integrated portfolio of onshore producing oil fields and export infrastructure
onshore in Espírito Santo, Brazil. The fields have estimated oil and gas in
place volumes of 1.2 billion barrels of oil equivalents and certified 2P
reserves of 140 million barrels of oil equivalents. Current production is 7,000
bbl/d which is expected to triple by 2025. The Company has exclusive control
over its infrastructure, continuously from field production to offshore tanker
loading terminal, allowing for cost-effective operations, and enabling direct
access to markets for its premium grade products. The Company has offices in
Bermuda, Norway and Brazil.

Important Information

This communication does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States of America, Brazil or any other jurisdiction. The securities
of the Company may not be offered or sold in the United States of America or in
Brazil absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act") and the Brazilian
laws. The securities of the Company have not been, and will not be, registered
under the U.S. Securities Act. The Securities of the Company have not been, and
will not be, registered in Brazil. Any sale in Brazil of the securities
mentioned in this communication will be made solely to "Investidores
Profissionais” as defined in Resolution CVM 30. No public offering of the
securities will be made in the United States of America or in Brazil.

This communication is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the "EU Prospectus
Regulation"). In any EEA member state, other than Norway, this communication is
only addressed to and is only directed at qualified investors in that member
state within the meaning of the EU Prospectus Regulation, i.e., only to
investors who can receive the offer without an approved prospectus in such EEA
member state.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.

This announcement is made by, and is the responsibility of, the Company. The
Managers and the International Placement Agents are acting exclusively for the
Company and no one else and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein.

Neither the Managers nor the International Placement Agents nor any of their
respective affiliates makes any representation as to the accuracy or
completeness of this announcement and none of them accepts any responsibility
for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor the International Placement Agents nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers, the International Placement Agents and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as
a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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