OKEA ASA

Share Issue/Capital Change • May 24, 2019

OKEA ASA - Announcement of terms of the initial public offering

OKEA ASA - Announcement of terms of the initial public offering

Further to the previously announced intention to apply for a listing on the Oslo

Stock Exchange, the Board of Directors of OKEA ASA has resolved to launch an

initial public offering.

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.

OKEA ASA - Announcement of terms of the initial public offering

Trondheim, 24 May 2019. Further to the previously announced intention to apply

for a listing on the Oslo Stock Exchange, the Board of Directors of OKEA ASA

(the "Company" or "OKEA") has resolved to launch an initial public offering (the

"Offering" or the "IPO"). Subject to approval of the listing application and

successful completion of the Offering, the shares of OKEA (the "Shares") are

expected to be admitted to trading on the Oslo Stock Exchange under the ticker

code "OKEA" on or about 11 June 2019 (subject to any extension or shortening of

the offer period).

Overview of the Offering

OKEA intends to raise gross proceeds of NOK 650 million to NOK 858 million

(approx. USD 74 million to USD 98 million) through issuing up to 26,000,000 new

shares (the "New Shares") in the Offering. The primary purpose of the Offering

is to support the Company's growth strategy and enable OKEA to accelerate its

growth plans. The Offer Shares (defined below) will be offered for sale within

an indicative price range of between NOK 25 and NOK 33 per Offer Share,

corresponding to a pre-money equity value of OKEA of between approx. NOK 2,171

million and NOK 2,866 million (approx. USD 248 million to USD 327 million). The

final price per Offer Share (the "Offer Price") may, however, be set within,

above or below this indicative price range.

In connection with the IPO, certain existing shareholders, including members of

the Company's management and OKEA Holdings Ltd. (controlled by Seacrest Capital

Group) (the "Selling Shareholders"), will offer up to 4,180,000 Shares (the

"Sale Shares") representing approx. 5% of the issued and outstanding Shares of

OKEA before the Offering. Of this, members of the Company's management will

offer up to 180,000 Shares, representing approx. 17% of the two individuals'

combined holding of Shares and approx. 11% of their total combined economic

exposure including warrants and options. OKEA Holdings Ltd. (controlled by

Seacrest Capital Group) will offer up to 4,000,000 Shares representing approx.

14% of its holding and retain the majority of its position of 28,753,310 shares

prior to the Offering. Erik Haugane, CEO of OKEA, currently holds 821,340 Shares

and will not offer any Shares for sale in the Offering.

In addition, and in order to permit stabilisation activities, the Managers may

elect to over-allot a number of additional Shares equalling up to 15% of the New

Shares allocated in the Offering (the "Additional Shares" and together with the

New Shares and the Sale Shares, the "Offer Shares" (unless the context otherwise

requires)). Assuming that the maximum number of Additional Shares are allocated,

the Offering will comprise up to 34,080,000 Offer Shares, equivalent to a total

transaction size of between approx. NOK 852 million to NOK 1,125 million

(approx. USD 97 million to USD 128 million) (based on the indicative price

range).

The New Shares will comprise up to approx. 23% of the total number of Shares in

issue after the Offering, and together with the Sale Shares and the Additional

Shares up to approx. 30% 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 up to 36% to 39%.

For the purpose of enabling over-allotments (if any), BCPR Pte. Ltd.  and OKEA

Holdings Ltd. (the "Greenshoe Shareholders") will grant the Managers an option

to borrow a number of Shares equal to the number of Additional Shares. Further,

pursuant to a greenshoe option, the Managers will be granted an option to

purchase from the Greenshoe Shareholders , a combined number of Shares up to the

number of Additional Shares at a price equal to the Offer Price for the purpose

of covering any short position created as a result of any over-allotment, and

which are not otherwise covered through stabilisation activities.

The Selling Shareholders will receive the proceeds from the sale of the Sale

Shares, and OKEA will receive the proceeds from the sale of the New Shares in

the Offering. The Greenshoe Shareholders will receive the proceeds from any

Shares purchased from them pursuant to exercising of the greenshoe option.

OKEA has agreed with the Managers to be subject to a lock-up period of 180 days.

Members of the Company's management and board of directors have agreed on a lock

-up period of 365 days, while the Selling Shareholders that are not members of

management have agreed with the Managers on a lock-up period of 180 days. These

lock-up agreements will be subject to certain exceptions and may only be waived

with the consent of the Managers.

Offering details

The Financial Supervisory Authority of Norway is expected to approve the

prospectus (the "Prospectus") for the IPO on or about 27 May 2019. The terms and

conditions for the Offering, which will be further set out in the Prospectus,

comprise:

(i)          an institutional offering, in which Offer Shares are being offered

(i) to institutional and professional investors in Norway, (ii) to investors

outside Norway and the United States subject to applicable exemption from

prospectus and registration requirements, and (iii) in the United States to a

limited number of QIBs (as defined in Rule 144A under the U.S Securities Act) in

transactions exempt from registration requirements under the U.S Securities Act.

The institutional offering is subject to a lower limit per application of NOK

2,000,000; and

(ii)         a retail offering, in which Offer Shares are being offered to the

public in Norway, subject to a lower limit per application of an amount of NOK

10,500 and an upper limit per application of an amount of NOK 1,999,999 for each

investor. Investors who intend to place an order in excess of NOK 1,999,999 must

do so in the institutional offering. Multiple applications by one applicant in

the retail offering will be treated as one application with respect to the

maximum application limit.

Time line and offer period

The bookbuilding period in the institutional offering is expected to take place

from 28 May 2019 at 09:00 hours (CET) to 6 June 2019 at 15:00 hours (CET). The

application period in the retail offering is expected to take place from 28 May

2019 at 09:00 hours (CET) to 6 June 2019 at 12:00 hours (CET). The bookbuilding

period and/or the application period may be shortened or extended.

The final number of Offer Shares and the Offer Price will be determined by OKEA,

in consultation with the Managers, after completion of the bookbuilding period.

The announcement of the Offer Price is expected to take place on the evening of

6 June 2019 or before 09:00 hours (CET) on 7 June 2019. Trading of the Shares on

the Oslo Stock Exchange is expected to commence on or around 11 June 2019 at

09:00 hours (CET) under the ticker code "OKEA".

Conditions for the Offering

Completion of the Offering is conditional upon (i) the Board of Directors of the

Oslo Stock Exchange approving the application for listing of the Shares in OKEA

in its meeting expected to be held on 5 June 2019, (ii) OKEA, in consultation

with the Managers, having approved the Offer Price, the number of Offer Shares

and the allocation of the Offer Shares to eligible investors following the

bookbuilding process, and (iii) the Board of Directors of OKEA resolving to

issue the New Shares. There can be no assurance that these conditions will be

satisfied.

Prospectus

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available at www.okea.no, www.paretosec.com, www.seb.no and

www.sb1markets.no, from the commencement of the bookbuilding period and the

application period for the Offering, expected to take place from 28 May 2019 at

09:00 hours (CET). Hard copies of the Prospectus may also be obtained free of

charge from the same date by contacting OKEA or one of the Managers.

Advisers

Pareto Securities AS, Skandinaviska Enskilda Banken AB (publ.), Oslo Branch and

SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint

Bookrunners in the IPO (collectively, the "Managers").

Advokatfirmaet Schjødt AS is acting as legal advisor to OKEA, and Arntzen de

Besche Advokatfirma AS is acting as legal advisor to the Managers.

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.