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OKEA ASA

Share Issue/Capital Change May 10, 2019

3701_rns_2019-05-10_6e13c9ae-33a7-45be-9d7a-4dcddb049d51.html

Share Issue/Capital Change

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OKEA ASA INTENDS TO LAUNCH AN INITIAL PUBLIC OFFERING AND APPLY FOR LISTING ON THE OSLO STOCK EXCHANGE

OKEA ASA INTENDS TO LAUNCH AN INITIAL PUBLIC OFFERING AND APPLY FOR LISTING ON THE OSLO STOCK EXCHANGE

OKEA ASA hereby announces its intention to launch an initial public offering of

its ordinary shares and to apply for a listing on the Oslo Stock Exchange

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE

SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR

JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL.

OKEA ASA INTENDS TO LAUNCH AN INITIAL PUBLIC OFFERING AND APPLY FOR LISTING ON

THE OSLO STOCK EXCHANGE

Trondheim - 10May 2019

OKEA ASA (the "Company" or "OKEA") hereby announces its intention to launch an

initial public offering of its ordinary shares and to apply for a listing on the

Oslo Stock Exchange (the "IPO")

OKEA is a fast-growing independent E&P company operating on the Norwegian

Continental Shelf ("NCS") with a high-quality asset portfolio and a management

team with a proven track record. The Company was founded in 2015 and has in less

than four years been transformed into a significant NCS producer with a top-tier

operator organisation.

After the NOK 4.5bn acquisition of Shell's interests in the Draugen and Gjøa

fields last year, the Company has a diversified portfolio totaling ~90 mmboe

2P+2C resources, and a net production of more than 20,000 boepd. The production

has a stable outlook that provides the Company with a strong free cash flow that

will be redeployed into further organic and inorganic growth.

In addition to realising the material upsides identified in the currently

producing assets, OKEA is actively pursuing a strategy of developing fields with

less than 100 mmboe reserves. As the NCS matures further, a significant share of

future production is expected to come from such fields, creating significant

opportunities for OKEA as an agile independent specialised on this segment.

OKEA's strategy has already proven highly valuable to the Norwegian society with

the Company turning the Yme project from decommissioning to a robust and

economically attractive field development with first oil expected in H1 2020.

Currently, OKEA is also maturing the Grevling / Storskrymten fields into a joint

stand-alone development, which, if realised, will be OKEA's first operated field

development and represent another example of OKEA's ability to identify

opportunities, plus working up the three operated licenses awarded in the APA

Following of the Shell Acquisition, OKEA obtained Shell's interest in the

Draugen field and inherited a highly capable operator organisation. As operator,

OKEA is planning to extend the life of the Draugen field to 2035 and beyond

through a range of identified IOR and infill drilling opportunities. Beyond

operating Draugen in an efficient way, the organisation ensures that

acquisitions of new operated fields can be taken on with minimal additional

manning and costs, providing capacity to pursue a range of inorganic growth

opportunities.

Major shareholders in OKEA, as of today, are Bangchak Corporation (49.33%),

Seacrest Capital Group (34.98%), and OKEA's founders Erik Haugane, Anton

Tronstad, Knut Evensen and Ola Borten Moe collectively own 3.78%.

Erik Haugene, CEO of OKEA, commented:

"OKEA has quickly established itself as a material independent E&P company on

the NCS and after the Shell Acquisition and successful finalization of

integration of the Shell operator organisation, we are well-positioned to

execute our organic growth strategy and pursue further M&A opportunities. OKEA

has ambitious targets for increased efficiencies and reduced development costs

on NCS and is determined to be an active owner and operator, creating value for

OKEA, its partners and the Norwegian state. The decision to proceed with an IPO

marks a new and exciting chapter for OKEA. Through co-founding Aker BP and

leading the company through its early-day growth phase, OKEA's management team

has extensive experience from the public market and we are certain that a

listing will enhance our ability to execute on OKEA's strategy and create value

for our shareholders."

Chaiwat Kovavisarach, Chairman of the Board, commented:

"We are highly pleased with the decision to proceed with an IPO of OKEA

following the positive feedback the company has received from institutional

investors. The management team has in record time grown the Company into a

material NCS independent and with the current portfolio and numerous growth

opportunities available, the timing for an IPO is right. On behalf of the

Company's largest shareholder, BCPR Pte. Ltd. ("Bangchak Corporation"), I would

also like to emphasise that we view our investment in OKEA as long-term and

strategically important, and we look forward to supporting the company further

in its growth."

Company Highlights

· Pure-play NCS-focused independent founded by a team with a strong track

record of value-creation.

· Well positioned to exploit the opportunities arising from the changes in NCS

dynamics, creating opportunity for smaller operators like OKEA.

· Low cost production base of close to 20,000 boepd with material identified

upsides, in addition to several key development projects.

· Nimble and low-cost strategy focused at developments and exploiting upsides

at and around producing

fields.

· Tier 1 operating organisation inherited from A/S Norske Shell positions OKEA

to execute on its organic and inorganic growth strategy.

· Proven M&A track record and well positioned to become the next NCS

consolidator.

· Strong industrial and financial backers in Bangchak Corporation and Seacrest

Capital Group.

Offering Highlights

The IPO will support the Company's strategy and enable OKEA to accelerate its

growth plans going forward.

The IPO will comprise a public offering to institutional and retail investors in

Norway and a private placement to certain institutional investors

internationally. The transaction will likely consist of a primary offering of

circa USD 100 million and may involve a secondary sale. The Company's major

owners and founders may reduce their ownership in connection with the IPO

subject to demand and pricing, however, they will remain substantial

shareholders after the IPO. Greenshoe and lock-up provisions are expected to be

in line with conventional market practice. It is expected that the IPO will take

place before the summer holiday in Norway (end of June 2019), however, the exact

timing of the IPO remains subject to receiving the relevant approvals from the

Oslo Stock Exchange and the Norwegian Financial Supervisory Authority, as well

as the prevailing equity capital market conditions.

Pareto Securities AS, Skandinaviska Enskilda Banken AB (publ), Oslo branch

("SEB") and SpareBank 1 Markets AS are acting as Joint Global Coordinators and

Joint Bookrunners in connection with the IPO (collectively referred to as the

"Managers"). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company

and Arntzen de Besche Advokatfirma AS is acting as legal advisor to the

Managers.

Further announcements relating to the IPO will be made in due course.

Enquiries

For further queries, please contact:

Erik Haugane / CEO / +47 90721655 / [email protected]

Knut Evensen / SVP Finance and IR / +47 95077622 / [email protected]

***

About OKEA

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. This announcement has been prepared by and is

the sole responsibility of the Company.

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 an advertisement and 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, subject to

certain exceptions, on the website of the Company.

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 ("Qualified Investors"), 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 Qualified Investors and 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 and the

selling shareholders and no-one else in connection with the intended IPO. They

will not regard any other person as their respective clients in relation to the

intended IPO 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 intended IPO, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the contemplated IPO, the 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 contemplated IPO 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. Forward-looking statements

speak only as of the date they are made and cannot be relied upon as a guide to

future performance. The Company, each of the Managers and their respective

affiliates expressly disclaims any obligation or undertaking to update, review

or revise any forward-looking statement contained in this announcement whether

as a result of new information, future developments or otherwise.

The IPO may be influenced by a range of circumstances, such as market

conditions, and there can be no assurance that the IPO 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.

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