Paratus Energy Services Ltd announces intention to list on Euronext Growth Oslo

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

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

[email protected]

+47 958 26 729

Baton Haxhimehmedi, CFO

[email protected]

+47 406 39 083

Media contact:

Geir Bjørlo, Corporate Communications

[email protected]

+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.