{"id":2487,"date":"2024-06-05T02:00:00","date_gmt":"2024-06-05T05:00:00","guid":{"rendered":"https:\/\/ventura-offshore.com\/mfn_news\/ventura-offshore-holding-ltd-first-day-of-trading-on-euronext-growth-and-publication-of-information-document\/"},"modified":"2025-02-14T12:35:20","modified_gmt":"2025-02-14T15:35:20","slug":"ventura-offshore-holding-ltd-first-day-of-trading-on-euronext-growth-and-publication-of-information-document","status":"publish","type":"mfn_news","link":"https:\/\/ventura-offshore.com\/en\/mfn_news\/ventura-offshore-holding-ltd-first-day-of-trading-on-euronext-growth-and-publication-of-information-document\/","title":{"rendered":"Ventura Offshore Holding Ltd. – First day of trading on Euronext Growth and publication of Information Document"},"content":{"rendered":"
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH
AFRICA OR JAPAN, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL OR
REQUIRE REGISTRATION OR ANY OTHER MEASURES

Oslo, 5 June 2024 - Reference is made to the stock exchange announcement made by
Ventura Offshore Holding Ltd. (\"Ventura Offshore\" or the \"Company\") on 13 May
2024 regarding the completion of the private placement of New Shares (as defined
below) and the contemplated admission to trading on Euronext Growth Oslo.

The Company is pleased to announce that the first day of trading of the
Company's shares on Euronext Growth Oslo is today, 5 June 2024, under the ticker
code \"VTURA\". The Company has prepared an information document solely for the
purpose of the  admission to trading, which is attached to this announcement and
can be found on the Company's website: https:\/\/ventura-offshore.com\/

\"The public listing of Ventura Offshore is an important milestone in our 25-year
history and will provide exciting opportunities for the company going forward.
With the strong support of new shareholders, the existing Ventura Offshore
management and I are excited to progress the Ventura Offshore organization into
its next chapter\", said Ventura Offshore Chief Executive, Guilherme Coelho.

\"We are excited to bring this company to the public market. It is a well-managed
company with a strong asset base and a solid position in the Brazilian deepwater
market. We have an excellent operational platform, and the listing gives us
further flexibility to pursue various growth opportunities, primarily in the
ultra-deepwater space\", said Ventura Offshore Chairperson, Gunnar Eliassen.

On 8 March 2024 the Company entered into a share purchase agreement (the \"SPA\")
with Petroserv Marine Inc. regarding the acquisition of all outstanding shares
in Universal Energy Resources Inc. (the \"Acquisition\"). Through the Acquisition
the Company acquired a deep water drilling contractor providing offshore
drilling services to the oil and gas industry that has operated in the deep
water drilling industry for 25 years. Following closing of the acquisition on 8
May 2024, 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. 

To partly finance the Acquisition, and for working capital and general purposes
following the completion of the Acquisition, the Company has successfully
completed a private placement of 85,000,000 new common shares (the \"New Shares\")
at a fixed subscription price of USD 2 per New Share (the \"Offer Price\"),
raising gross proceeds of USD 170 million (the \"Private Placement\"). The Private
Placement took place through an application process managed by DNB Markets, a
part of DNB Bank ASA as global coordinator and joint bookrunner, and Clarksons
Securities AS as joint bookrunner (together the \"Managers\"). On 19 April 2024,
and to finance the remaining part of the Acquisition, the Company's wholly owned
subsidiary Ventura Offshore Midco issued senior secured USD 130,000,000 bonds,
which are expected to be listed within six months from the date of issue. 

Advisors: 
DNB Markets, a part of DNB Bank ASA, acted as Euronext Growth Advisor to the
Company in relation to the listing and Financial Advisor in relation to the
Acquisition. 

DNB Markets, a part of DNB Bank ASA acted as global coordinator and joint
bookrunner, and Clarksons Securities AS acted as joint bookrunner in the Private
Placement.

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.
Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers and the
Euronext Growth Advisor.

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. 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