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HAMILTON, Bermuda, June 19,
2024 /PRNewswire/ -- Paratus Energy Services Ltd.
("Paratus" or the "Company") today announces its intention to
launch a private placement of new shares in the Company (the
"Offering") and to list the Company's shares on Euronext Growth
Oslo (the "Listing").
Paratus is the principal holder of a group of leading energy
service companies. The Company's business is primarily comprised of
its 100 % ownership of Fontis Holdings Ltd., (previously known as
SeaMex Holdings Ltd.) ("Fontis"), its 50% joint venture interest in
Seabras Sapura JV Participacoes S.A. and Seabras Sapura Holding
GmbH (collectively, "Seabras") and a 24.2% equity ownership stake
in Archer Ltd. ("Archer").
Fontis is an offshore drilling company with a fleet of five
high-specification jack-up rigs under contracts in Mexico. Seabras is a subsea services company,
with a fleet of six multi-purpose pipe-laying support vessels
(PLSV) under contracts in Brazil,
providing subsea engineering, installation, and other services.
Archer is a global oil services company providing drilling
services, well integrity & intervention, plug and abandonment,
and decommissioning services. Archer is listed on Oslo Stock
Exchange under ticker "ARCH".
The Company's largest shareholder is Hemen Investments Ltd.
("Hemen"), which currently holds 32% of the Shares. In addition,
Lodbrok Capital LLP, through different funds, hold 20.2% of the
shares.
Financial highlights
The following key figures are based on management reporting,
which includes the Company's 50% stake in Seabras:
- For the full year 2023, revenue of USD
429 million and adjusted EBITDA of USD 232 million, achieving adjusted EBITDA margin
of approximately 54%
-
- For Q1 2024, revenue and adjusted EBITDA amounted to
USD 109 million and USD 53 million, respectively
- Net debt (including marketable securities) as of Q1 2024 stands
at approximately USD 597 million with
a cash position of USD 126
million
- Firm backlog as of Q1 2024 stands at approximately USD 1.5 billion
The Offering
The Offering will comprise a private placement of new shares in
the Company (the "Offer Shares"). The net proceeds from the
Offering will primarily be used for general corporate purposes and
increased balance sheet flexibility.
Robert Jensen, CEO of Paratus,
commented: Paratus' exceptional cash flow profile is underpinned
by our substantial backlog in attractive market segments. Our
listing on the Euronext Growth and planned uplisting to the Oslo
Stock Exchange will provide a robust platform to drive continued
value creation for our shareholders. With our strong cash flow
profile and efficient capital structure, Paratus is well positioned
to return significant capital to shareholders through potential
near-term distributions.
Subject to receiving the relevant approvals from the Oslo Stock
Exchange, as well as prevailing equity capital market conditions,
the Company is expected to have its first day of trading on
Euronext Growth Oslo by the end of Q2 2024. The Company intends to
pursue an uplisting to Oslo Stock Exchange as soon as practicable
thereafter. Further announcements relating to the Offering and
Listing, including the number of Offer Shares to be offered and the
indicative price range in which such Offer Shares will be marketed
(if any) will be made in due course.
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 Managers, Joint Global Coordinators and
Joint Bookrunners in respect to the Offering (the "Managers").
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.
For more information, please
contact: paratus@hawthornadvisors.com
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