{"id":2479,"date":"2024-07-18T07:26:13","date_gmt":"2024-07-18T10:26:13","guid":{"rendered":"https:\/\/ventura-offshore.com\/mfn_news\/ventura-offshore-holding-ltd-allocation-of-offer-shares-is-now-unconditional\/"},"modified":"2025-02-14T12:35:18","modified_gmt":"2025-02-14T15:35:18","slug":"ventura-offshore-holding-ltd-allocation-of-offer-shares-is-now-unconditional","status":"publish","type":"mfn_news","link":"https:\/\/ventura-offshore.com\/en\/mfn_news\/ventura-offshore-holding-ltd-allocation-of-offer-shares-is-now-unconditional\/","title":{"rendered":"VENTURA OFFSHORE HOLDING LTD.: Allocation of offer shares is now unconditional"},"content":{"rendered":"
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, AUSTRALIA, NEW ZEALAND,
THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

18 July 2024. Reference is made to the stock exchange release from Ventura
Offshore Holding Ltd. (the \"Company\") published on 27 June 2024 regarding the
successful placing of a private placement of 17,833,333 new shares in the
Company (the \"Offer Shares\") to  partly fund the acquisition of Catarina, a 2012
built semisubmersible drilling rig (the \"Acquisition\").

As further described in the abovementioned stock exchange announcement the
completion of the Private Placement was subject to the board of directors of the
Company (the \"Board\") resolving that the Company has obtained satisfactory
financing of the Acquisition or is likely to obtain such financing. The Board
has today made such resolution. The allocation of Offer Shares to investors in
the Private Placement is consequently now unconditional.

The allocated Offer Shares will be delivered to the investors on a delivery
versus payment (DVP) basis expected on 22 July 2024, following registration of
the Offer Shares in the VPS. DVP settlement will be facilitated by a pre-funding
agreement entered into between the Company and DNB Markets, a part of DNB Bank
ASA and Clarksons Securities AS.

For further queries, please contact: 
Gunnar W. Eliassen
Chairperson of the Company
+44 7469140012 
gunnar@snclondongroup.com

About Ventura Offshore Holding Ltd. 
Ventura Offshore Holding Ltd. is a deep water drilling contractor providing deep
water offshore drilling services to the oil and gas industry. The Company's core
activities are focused in the Brazilian offshore oil and gas market. The Company
owns and operates one drillship, DS Carolina, and one semisubmersible drilling
rig, SSV Victoria, and manages one drillship, Zonda, and one semisubmersible
drilling rig, SSV Catarina. Subject to completion of the acquisition of the
Catarina, the Company will own three drilling rigs and continue the management
of the drillship, Zonda. The Company is incorporated under the laws of Bermuda. 

Important information:
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 the Company 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.

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014\/65\/EU on markets in financial instruments, as amended
(\"MiFID II\")<\/pre>\n
<\/div>\n