VENTURA OFFSHORE HOLDING LTD.: Acquisition of rig, contemplated private placement and bond offering

27 Jun 2024 16:30 CEST

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INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

27 June 2024, Ventura Offshore Holding Ltd. (the "Company" and together with its
subsidiaries, the "Group") has signed a binding memorandum of agreement (the
"MoA") with UMAS 1 AS (the "Rig Seller") for the acquisition of Catarina, a 2012
built semisubmersible drilling rig ("Catarina" or the "Rig") for a net purchase
price of USD 98 million at closing plus an earn out mechanism (the
"Acquisition"). The gross purchase price for Catarina is USD 105 million,
whereof USD 100 million is agreed settled in cash, and the remaining part in
shares in the Company (the "Consideration Shares"). The subscription price for
the Consideration Shares will be equal to the Offer Price in the Private
Placement (as defined below). In addition, the Company will receive a USD 7
million net mobilization fee from ENI, (the charterer of the Rig) whereafter the
net purchase price is USD 98 million. The Rig Seller shall, in addition to the
USD 105 million gross purchase price, also be entitled to a "Cashflow
Compensation". For a period of five years from delivery of Catarina, the Rig
Seller shall receive 17.5% of the free cashflow (EBITDA less tax and capex and
certain other adjustments) generated by Catarina (the "Cashflow Compensation").

The cash part of the purchase price to be paid for Catarina is contemplated
secured through the Private Placement and a contemplated USD 55 million bond tap
issue of the Group's existing senior secured bonds with ISIN NO0013187179, as
disclosed in the stock exchange notice published simultaneously with this
announcement regarding the contemplated bond tap issue. Ahead of this
announcement, the Company has had dialogues with bondholders holding more than
50% of the existing senior secured bonds.

Furthermore, the Group has received a credit approved term sheet for a USD 30
million Super Senior Revolving Credit Facility (the “SSRCF”). The SSRCF secures
liquidity to cover working capital requirements for the operations of the
Group's drilling rigs.

Completion of the MoA, with Catarina being delivered to the Group, is expected
to occur end of July 2024. Completion of the MoA is conditional upon approval by
the board of directors (the "Board") of the Company, which only will be given if
the Company has secured financing deemed sufficient by the Board for the
Acquisition (including the operations of Catarina). Catarina is currently
managed by the Group and subject to completion of the Acquisition, the
management agreement for Catarina will be terminated.

The Consideration Shares issued to the Rig Seller will be subject to a customary
90 days lock-up.

The Company has retained DNB Markets, a part of DNB Bank ASA and Clarksons
Securities AS as Joint Global Coordinators and Joint Bookrunners (together, the
“Joint Global Coordinators”), and Arctic Securities AS, Fearnley Securities AS
and Pareto Securities AS as Joint Bookrunners (together with the Joint Global
Coordinators, the “Managers”), to advise on and effect a private placement (the
"Private Placement") of new shares (the "Offer Shares") raising the NOK
equivalent of USD 50 million in gross proceeds (the "Offer Size"). The price per
Offer Share in the Private Placement ("Offer Price") will be set by the Board on
the basis of an accelerated book-building process to be conducted by the
Managers.

The net proceeds to the Company from the Private Placement will be used to
partly finance the Acquisition, as well as to fund working capital and other
general corporate purposes.

Application period

The application period in the Private Placement will commence today, 27 June
2024 at 16:30 CEST (after close of markets) and is expected to close on 28 June
2024 at 08:00 CEST (before opening of markets) (the "Application Period"). The
Company may, however, in consultation with the Managers, at any time and for any
reason resolve to shorten or extend the Application Period on short or without
notice. If the Application Period is shortened or extended, any other dates
referred to herein may be amended accordingly.

Allocation

Notification of conditional allocation is expected to be issued to the
applicants on or around 28 June 2024 (before trading commences on Euronext
Growth Oslo) through a notification to be issued by the Managers.

Settlement

The Offer Shares are expected to be settled on a delivery versus payment basis
("DVP"), subject to the Conditions having been met, as further set out below.
The Offer Shares allocated to applicants in the Private Placement will be
tradable once the Board has resolved that satisfactory financing of the
Acquisition is obtained or likely to be obtained and issued a stock exchange
notice to this effect, which is expected on or about 19 July 2024 (the X date).

DVP settlement is expected to be facilitated by a pre-funding agreement between
the Company and the Joint Global Coordinators, and is expected two trading days
after the X date.

The Private Placement is contemplated settled prior to a) completion of the
Acquisition, b) the Tap-Issue being completed and c) SSRCF being formally in
place. As such, there is a risk that the Private Placement is completed without
the Acquisition subsequently being concluded or that the debt/bond financing is
on other terms than currently expected.

Conditions for completion

Completion of the Private Placement is subject to the Board resolving to proceed
with the Private Placement and to allocate and issue the Offer Shares and the
Board resolving that the Company has obtained satisfactory financing of the
Acquisition or is likely to obtain such financing. Furthermore, completion of
delivery of the Offer Shares to applicants is subject to the registration of the
Offer Shares in the VPS.

The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to notification of
allocation. Neither the Company nor the Managers will be liable for any losses
incurred by applicants if the Private Placement is cancelled and/or modified,
irrespective of the reason for such cancellation or modification.

Selling restrictions

The Private Placement will be made by the Company to investors subject to
applicable exemptions from relevant prospectus requirements in accordance with
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and the Norwegian
Securities Trading Act of 2007 and is directed towards investors subject to
available exemptions from relevant registration requirements, (i) outside the
United States in reliance on Regulation S under the US Securities Act of 1933
(the “US Securities Act”) and (ii) in the United States to “qualified
institutional buyers” (QIBs) as defined in Rule 144A under the US Securities
Act, pursuant to an exemption from the registration requirements under the US
Securities Act as well as to major U.S. institutional investors under SEC Rule
15a-6 to the United States Exchange Act of 1934.

The minimum subscription and allocation amount in the Private Placement will be
a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate an amount below EUR
100,000 to the extent applicable exemptions from the prospectus requirements
pursuant to the EU Prospectus Regulation as implemented in Norwegian law through
the Norwegian Securities Trading Act, as well as the Regulation (EU) 2017/1129
as it forms part of the United Kingdom's domestic law by virtue of the European
Union Withdrawal Act 2018, are available.

Further selling restrictions and transaction terms will apply.

Subsequent offering and equal treatment considerations

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under applicable
regulations, including the rules on equal treatment under Rule Book II for
companies listed on the Euronext Growth and the Oslo Stock Exchange's Guidelines
on the rule of equal treatment, and the Board is of the opinion that the waiver
of the preferential rights inherent in the proposed Private Placement, taking
into consideration the time, costs and risk of alternative methods of the
securing the desired funding, is in the common interest of the shareholders of
the Company. A share issue in the form of Private Placement is required in order
to secure the financing of the Acquisition in a certain and expedient manner and
thereby reducing the completion risk for the Acquisition. The Acquisition is
deemed beneficial to the interest of the Company and its shareholders and would
not be obtainable by structures with longer lead time for the financing such as
a rights offering. The final subscription price in the Private Placement will be
based on an accelerated bookbuilding process following a period of pre-sounding
conducted by the Managers, and will thus represent what the Company believes to
be the highest price possible to obtain for the relevant number of shares in the
Company in today's market.

On the above basis and based on an assessment of the current equity markets, the
Board has considered the Private Placements to be in the common interest of the
Company and its shareholders.

In order to limit any dilutive effect of the Private Placement, the Board will,
after any resolution to proceed with the Private Placement, consider carrying
out a subsequent offering of new shares at the Offer Price in the Private
Placement which, subject to applicable securities law, will be directed towards
shareholders in the Company as of close of trading 27 June 2024, as recorded in
the VPS two (2) trading days thereafter, who (i) were not allocated Offer Shares
in the Private Placement and (ii) are not resident in a jurisdiction where such
offering would be unlawful and (in jurisdictions other than Norway) would
require any prospectus, filing, registration or similar action.

As of today, the Company has 85,000,001 existing common shares outstanding, each
with a par value of USD 0.01. The Company's authorized share capital is USD
1,700,000.

The Company has issued 4,250,000 warrants and 100,000 options, each warrant and
option giving the right to subscribe for one common share at a subscription
price of USD 0.01 and USD 2.00, respectively.

The Board has resolved to establish an option program for the Group's senior
management and key employees with a size of up to 1,500,000 options, each option
granting a right to acquire one common share in the Company at a strike price
equal to the Offer Price, with a customary three years vesting period (1/3 of
the granted options vesting after each 12 months period after grant). The
allocation of the options will be determined in the near future.

Advisors:

DNB Markets, a part of DNB Bank ASA and Clarksons Securities AS are acting as
Joint Global Coordinators and Joint Bookrunners, and Arctic Securities AS,
Fearnley Securities AS and Pareto Securities AS are acting as Joint Bookrunners,
in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal
counsel to the Company. Advokatfirmaet Wikborg Rein AS is acting as legal
counsel to the Managers.

This information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading Act. This stock
exchange announcement was published by Olav Hamre, Financial Consultant on 27
June 2024 at 16:30 CEST on behalf of the Company.

For further queries, please contact:
Gunnar W. Eliassen
Chairperson of the Company
+44 7469140012
gunnar@snclondongroup.com

About Ventura Offshore Holding Ltd.
Ventura Offshore Holding Ltd. is a deep water drilling contractor providing deep
water offshore drilling services to the oil and gas industry. The Company's core
activities are focused in the Brazilian offshore oil and gas market. The Company
owns and operates one drillship, DS Carolina, and one semisubmersible drilling
rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible
drilling rig, SSV Catarina. Subject to completion of the acquisition of the
Catarina, the Company will own three drilling rigs and continue the management
of the drillship, Zonda. The Company is incorporated under the laws of Bermuda.

Important information:
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 the Company 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.

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Company’s
shares in have been subject to a product approval process, which has determined
that they each are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II (the “Positive Target Market”); and
(ii) eligible for distribution through all distribution channels as are
permitted by MiFID II. Distributors should note that: the price of the Company’s
shares may decline and investors could lose all or part of their investment; the
Company’s shares offer no guaranteed income and no capital protection; and an
investment in the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Conversely, an investment in
the Company’s shares is not compatible with investors looking for full capital
protection or full repayment of the amount invested or having no risk tolerance,
or investors requiring a fully guaranteed income or fully predictable return
profile (the “Negative Target Market” and, together with the Positive Target
Market, the “Target Market Assessment”).

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
transaction. For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to the
Company's shares. Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Company's shares and determining appropriate
distribution channels.

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 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 its 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 any of its affiliates accepts any liability arising from the use of
this announcement.

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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622585_Ventura Offshore Holding Ltd. - Company Presentation (27 June 2024).pdf