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

Company: OKEA ASA Date: 2019-05-10 Language: English Register to download
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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  

2018.  

  

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 / erik.haugane@okea.no  

  

Knut Evensen / SVP Finance and IR / +47 95077622 / knut.evensen@okea.no  

  

\*\*\*  

  

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.