Paratus Energy Services Ltd. – Bookbuilding successfully completed, mandatory notification of trade

24 Jun 2024 08:12 CEST

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Hamilton, Bermuda, 24 June 2024 - Reference is made to the announcement on 20
June 2024, where Paratus Energy Services Ltd. ("Paratus" or the "Company",
ticker code "PLSV") announced the terms for the private placement of shares (the
"Offering") and subsequent admission to trading of its shares (the “Shares”) on
Euronext Growth Oslo (the "Listing").

The Offering

The bookbuilding period for the Offering ended on 21 June 2024 at 16:30 CET. The
Offering was more than ten times oversubscribed and the board of directors (the
"Board") has conditionally allocated 15,309,059 new Shares (the "New Shares") at
an offer price of NOK 51.66 per Share (equivalent to USD 4.90 based on the
official exchange rate of Norges Bank on Friday 21 June 2024) (the "Offer
Price") raising gross proceeds of the NOK equivalent of USD 75 million. The net
proceeds from the Offering will be used for general corporate purposes and to
increase balance sheet flexibility.

The Offer Price implies a market capitalisation of the Company of the NOK
equivalent of USD 830 million.

The Board has conditionally resolved to issue 15,309,059 New Shares, each with a
par value of USD 0.00002. Subject to satisfaction of the conditions for issuance
of the New Shares, the Company's registered share capital will be USD
3,386.50098, divided by 169,325,049 Shares, each with a nominal value of USD
0.00002.

The Listing and trading in the New Shares

On 21 June 2024 the Company applied for admission to trading on Euronext Growth
Oslo, and the listing application is expected to be considered by the Oslo Stock
Exchange on 26 June 2024. Subject to approval by the Oslo Stock Exchange of the
Company's application for listing, the first day of trading on Euronext Growth
Oslo is expected to be on or about Friday 28 June 2024 under the trading symbol
"PLSV”. Allocation to investors will be communicated on 24 June 2024 and the
Offering is expected to be settled by the Managers on a delivery-versus-payment
basis on or about 28 June 2024.

Conditions of the Offering

The completion of the Offering by settlement of New Shares towards investors is
conditional upon i) the Oslo Stock Exchange having approved the Listing (subject
to completion of the Offering), ii) the placement agreement entered into with
respect to the Offering remaining in full force and effect, and iii)
registration of the New Shares to be issued with Euronext Securities Oslo.

The Company may, in its sole discretion, in consultation with the Managers,
cancel the Offering, at any time and for any reason prior to the satisfaction of
these conditions without any compensation to the applicants.

Lock-up

The Company and existing shareholders holding in excess of 10% of the shares in
the Company have entered into customary lock-up arrangements with the Managers
that will restrict, subject to certain exceptions including structured sales in
connection with a subsequent uplisting to the Oslo Stock Exchange, their ability
to, without the prior written consent of the Managers, issue, sell or dispose of
shares, as applicable, for a period of 3 months after the commencement of
trading in the shares on Euronext Growth Oslo.

The Company intends to pursue a transfer to the main list on the Oslo Stock
Exchange as soon as practicable after the completion of the Offering and
Listing, and the Company will revert in due course with more information
regarding such transfer of listing venue.

Subscription by primary insider

The Chair of the Board, Mei Mei Chow, has subscribed for and been allocated an
amount in NOK equivalent to USD 302,820.

A PDMR notification is attached to this notification.


Advisers

DNB Markets, a part of DNB Bank ASA is acting as Euronext Growth Advisor to the
Company in connection with the Listing (the "Euronext Growth Advisor") and
jointly, together with Arctic Securities AS, acting as Joint Global
Coordinators. The Joint Global Coordinators are, together with ABG Sundal
Collier ASA, Fearnley Securities AS and Pareto Securities AS, acting as joint
bookrunners in respect to the Offering.

Ducera Partners LLC is acting as financial advisor to the Company.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company, while
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Euronext Growth
Advisor and the Managers, in connection with the Offering and Listing.


For further information, please contact:
Robert Jensen, CEO
Robert.Jensen@paratus-energy.com
+47 958 26 729

Baton Haxhimehmedi, CFO
Baton.Haxhimehmedi@paratus-energy.com
+47 406 39 083

Media contact:
Geir Bjørlo, Corporate Communications
Geir.Bjorlo@corpcom.no
+47 915 40 000

Important Notice:

These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Paratus Energy
Services Ltd. in the United States or any other jurisdiction. The securities of
the Company may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"). The securities of the Company have not
been, and will not be, registered under the U.S. Securities Act. Any sale in the
United States of the securities mentioned in this communication will be made
solely to "qualified institutional buyers" as defined in Rule 144A under the
U.S. Securities Act. No public offering of the securities will be made in the
United States.

In any EEA Member State, 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. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any 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.

This statement contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
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. Actual events may differ significantly from
any anticipated development due to a number of factors, including without
limitation, changes in investment levels and need for the Company's services,
changes in the general economic, political and market conditions in the markets
in which the Company operates, the Company's ability to attract, retain and
motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors include,
but are not limited to, the possibility that we will determine not to, or be
unable to, issue any equity securities, and 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.
Each of the Company, the Managers 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 Managers 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 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. 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 any of their respective affiliates accepts any liability arising
from the use of this announcement.

The Offering may be influenced by a range of circumstances, such as market
conditions, and there is no guarantee that the Offering will proceed and that
the Listing will occur.

Certain figures contained in this document, including financial information, may
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.

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. Specifically, neither this announcement nor
the information contained herein is for publication, distribution or release, in
whole or in part, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Hong Kong, Japan or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

More information:
Access the news on Oslo Bors NewsWeb site

622181_Paratus Energy Services - PDMR announcement.pdf