OKEA ASA – Offering covered on revised terms, extension of bookbuilding and application period and approval and publication of supplemental prospectus
Offering covered on revised terms, extension of bookbuilding and application period and approval and publication of supplemental prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.
Trondheim, 13 June 2019. Reference is made to the announcement of the terms for OKEA ASA's ("OKEA" or the "Company") contemplated initial public offering (the "Offering" or the "IPO") published on 24 May 2019, to the announcement of the commencement of the bookbuilding and application period published on 28 May 2019 and the announcement of 6 June 2019 concerning an extension of the bookbuilding and application period.
As communicated in the announcement on 6 June 2019, OKEA’s management has carried out an extensive roadshow, meeting with institutional and private investors and receiving wide endorsement for OKEA’s strategy and solid position on the NCS. Despite the recent volatility in the oil price, OKEA has received good subscriptions for shares within the indicative price range in the Offering and substantial indications of interest below the indicative price range from large institutional investors. The Offering has also attracted significant interest from the general public, with more than 650 individual applications received to date in the Retail Offering.
On the above basis, and in order to minimize dilution impact for the existing shareholders while still accommodating for new investors in order to achieve the main purpose of listing on Oslo Børs, OKEA has today decided to revise the terms of the Offering. The main revised elements are:
- The Offer Price is set to NOK 21 per Offer Share.
- The number of New Shares to be issued will be minimum 10,000,000 and maximum 15,000,000.
- In addition to the New Shares, the Managers may over-allot of a number of Additional Shares equalling up to 15% of the number of New Shares allocated in the Offering, i.e. up to 2,250,000 Additional Shares. The over-allotment will be facilitated through a lending and over-allotment option granted by OKEA Holdings Ltd.
- No Sale Shares will be sold in the Offering. Thus, assuming the Over-Allotment Option is exercised in full, the Offering will amount to a minimum of 11,500,000 and a maximum of 17,250,000 Offer Shares.
- The gross proceeds from the Offering will be minimum NOK 210,000,000 and maximum NOK 315,000,000. The New Shares will comprise up to approx. 14.7% of the total number of Shares in issue after the Offering, and together with the Additional Shares up to approx. 16.9% of the total number of Shares in issue after the Offering. Following the Offering, the free float is expected to be in the range of approximately 25 % to 34%.
On these terms, the Managers have confirmed to the Company that the Offering is fully subscribed within the new offering size range, including the over-allotment option.
As a consequence of the above and the publication of a Supplemental Prospectus (see below), the Company has decided to extend the bookbuilding and application period under the Offering. Following these extensions, the Bookbuilding Period in the Institutional Offering and the Application Period in the Retail Offering will expire on 14 June 2019 at 16:30 hours (CET), unless extended (however so that the bookbuilding and application period may in no event be extended beyond 16:30 hours (CET) on 21 June 2019).
The final number of Offer Shares will be determined by OKEA, in consultation with the Managers, after completion of the bookbuilding period and is expected to be announced on the evening of 14 June 2019 or before 09:00 hours (CET) on 17 June 2019. Trading of the Shares on the Oslo Stock Exchange is expected to commence on or around 18 June 2019 at 09:00 hours (CET) under the ticker code "OKEA".
In addition to the applications from primary insiders previously announced, the Company's largest shareholder BCPR Pte. Ltd. has confirmed an application for 3,600,000 Offer Shares, on the revised terms set. The Company reserves the right to, in consultation with the Managers, reduce and/or provide preferred allocations to primary insiders and other employee applicants in case of over-subscription in the Offering.
As part of the revised terms for the Offering, the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has today approved a supplemental prospectus dated 13 June 2019 (the "Supplemental Prospectus") to the Company's prospectus dated 27 May 2019. The Supplemental Prospectus includes important information with respect to the Offering and the revised terms, and the information included therein is to be considered an integral part of, and is to be read together with, the Prospectus.
Applicants that have applied for Offer Shares in the Retail Offering before the publication of the Supplemental Prospectus have the right to withdraw their application within two days after the publication of the Supplemental Prospectus, cf. Section 7-21(2) of the Norwegian Securities Trading Act (i.e. prior to 16:30 hours (CET) on 14 June 2019). Such withdrawal is made by contacting the Managers (including applications made through the VPS online application system). Investors that have applied for Offer Shares before the publication of this Supplemental Prospectus and that have not used the right to withdraw their application within the two-day deadline as indicated above, will be regarded as having accepted the revised terms of the Offering and hence will not need to submit a new application.
The Prospectus and the Supplemental Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at www.okea.no/investor/ipo, www.paretosec.com, www.seb.no and www.sb1markets.no. Hard copies of the Prospectus and the Supplemental Prospectus may also be obtained free of charge by contacting the Company or one of the Managers.
Capitalised terms used, but not defined, herein shall have the meaning set forth in the Prospectus and the Supplemental Prospectus.
For further media queries, please contact:
Erik Haugane, CEO +47 90 72 16 55 Jan Petter Stiff, Crux Advisers (media) +47 99 51 38 91
About OKEA ASA
OKEA is a fast-growing oil and gas producer operating on the Norwegian Continental Shelf (NCS) aiming to bring undeveloped discoveries with less than 100 million boe in reserves into production. We are a trusted partner on a local, regional and national level with a clear ambition to create value for owners, employees and society as a whole.
Our overall vision is to be the leading company on the NCS in terms of delivering safe and cost-effective field developments and operational excellence, while maintaining a competent organization with direct management engagement in all of our projects.
OKEA was established in June 2015 and founded with capital contributions from the active E&P manager Seacrest Capital Group, and the four founding members of management.
OKEA consists of a strong management team coupled with a tier-one operator organization of more than 200 employees ensuring operational excellence. The NOK 4.5 billion acquisition of interests in Draugen and Gjøa in 2018 transformed OKEA from an E&P start-up to an established player.
Our head office is based in Trondheim and includes most of our management functions. Our offshore operational center for existing and future OKEA-operated fields is based in Kristiansund.
Important Notice
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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, 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.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada or Japan or any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company's registered office and the Managers, and, subject to certain exceptions, on the websites of the Company and the Managers.
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.
The Managers and their affiliates are acting exclusively for the Company in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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 "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" 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 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, 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.