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Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorTjänster
IndustriShipping & Offshore
Golden Energy Offshore Services är ett norskt bolag som bedriver offshore verksamhet inom den globala olje- och gasindustrin. Bolagets flotta består av ett flertal olika fartyg anpassade för diverse ändamål. Olika tjänster som tillhandahålls inkluderar underhåll och undervattensarbete, rörtransport, projektledning, samt ROV-stöd. Utöver bistås med administration ramavtal, samt råd som berör operativa och tekniska frågor. Bolagets huvudkontor ligger i Ålesund, Norge.
2023-08-04 15:12:09
Ålesund, 4 August 2023

Golden Energy Offshore Services AS ("GEOS" or the "Company") is pleased to
announce that it has today entered into binding Memorandum of Agreements for the
acquisition of 4 x PSVs and 1 x SSV from subsidiaries of Vroon Holding B.V. (the
"Seller"), for a total consideration of USD 94 million (the "Fleet
Acquisition").


Strategic rationale and highlights
The Fleet Acquisition ensures considerable accretive growth of the Company's
fleet of offshore supply vessels, greatly increasing the Company's ability to
seize market opportunities within the oil and gas and offshore wind sectors
going forward.

- The 4 x PSVs are of the same PX 121 design as GEOS' existing fully-owned
vessels Energy Duchess and Energy Empress, providing flexibility in chartering
as well as OPEX savings
- The SSV VOS Sugar is a versatile multi-purpose commissioning support vessel.
With SPS class for 40 persons, capacity for a walk-to-work gangway and a small
crane it has been used in both the oil & gas and offshore wind markets
- All of the Company's PX 121 vessels are large PSVs providing supply services
to the oil & gas market but may also be outfitted with accommodation units and
gangways to opportunistically serve the offshore wind market
- All five vessels acquired are built in 2015 and 2016, lowering GEOS' average
fleet age to 7.9 years
- The Fleet Acquisition is expected to close around end September 2023 and a
deposit of USD 9.4 million (the "Deposit") will be paid to the Seller in early
August.


Transaction financing
The Company intends to finance the Fleet Acquisition through a combination of
debt and new equity. To that end, the Company is pleased to announce the
following:

- Funds managed by Oaktree Capital Management, L.P. ("Oaktree") have given
notification of their decision to exercise their warrants for 57,773,761 shares
(for approx. 49.99% of the outstanding share capital, fully diluted) at the
exercise price of NOK 1.0 per share (the "Exercise Price"), which will provide
the Company with NOK 57.77 million in new equity. Following this exercise,
Oaktree holds no further warrants in the Company.
- Furthermore, Oaktree have extended a bridge loan of USD 3.30 million gross,
USD 2.75 million net (the "Bridge"), to the Company, which proceeds shall be
used to help pay the Deposit. The Bridge is a 3-month unsecured loan, carrying
an interest of 12% p.a.
The proceeds of the aforementioned exercised warrants, the Bridge and cash in
the Company will be sufficient to fund the Deposit.
- The Company has also received a term sheet from Fleetscape Capital Ltd.
("Fleetscape"), a subsidiary of Oaktree and the Company's largest lender, for a
5-year USD 98.6 million sale and leaseback transaction (the "Sale and
Leaseback") for the 5 vessels in the Fleet Acquisition plus the Energy Duchess
and Energy Empress. The Sale and Leaseback will, if utilized, refinance the
existing Fleetscape facility in addition to providing funds towards the Fleet
Acquisition. The proposed Sale and Leaseback is structured as a finance lease
with customary purchase options as well as well as a put option.
- In furtherance of evaluating overall financing alternatives, both debt and
equity, for the Company in connection with the Fleet Acquisition, the Company
has engaged Arctic Securities and Fearnley Securities as financial advisors.


Per Ivar Fagervoll, CEO of GEOS commented: "This transaction marks an important
milestone for the Company. It shows that we have the ambition and ability to
seek and secure transformational growth opportunities which we expect will
create considerable value for our shareholders and pave the way for further
growth. We are also proud of the fact that we have managed to attract
high-quality institutional investors such as Oaktree Capital Management, who
have sought to pursue further exposure to our sectors through their investment
in GEOS."

Guillaume Bayol, Managing Director at Oaktree commented: "Oaktree is excited to
expand on the strong relationship with GEOS, and facilitate the acquisition of
an attractive fleet of modern and versatile vessels. The Fleet Acquisition
represents a transformative opportunity for GEOS to solidify its position as a
preferred owner and operator of high-specification PSV's, and puts the company
in pole position to take advantage of a rapidly improving offshore market."

"Since partnering with GEOS in July 2022, Oaktree has focused on re-positioning
the Company as a provider of modern tonnage with the potential to serve both the
offshore oil and gas and the offshore renewables market. The Fleet Acquisition
represents the ideal transaction, and we are excited to formally partner up with
GEOS through the exercise of the warrants and to continue building on a strong
strategic relationship" added Fredrik Ulstein, Vice President at Oaktree and
Board Member of GEOS.

An updated company presentation can be found shortly on the Company's website.


Advisors
The Company has engaged Arctic Securities AS and Fearnley Securities AS as
financial advisors and BAHR as legal counsel.

Note 1: Athos, the provider of a bridge facility in the 2022 refinancing, holds
warrants for 4 million shares at the same exercise price as Oaktree and will be
required to exercise such warrants within 30 days or they will expire. Following
this, the Company will have no warrants outstanding.

Note 2: Numbers described in the warrants exercise assumes that Athos also will
exercise all their warrants. If not, the number of warrants that are exercised
will be reduced by any warrants not exercised by Athos. If Athos does not
exercise any warrants, the total number of warrants that are exercised from
Oaktree will be 53,773,761, giving proceeds of NOK 53.77 million.

For further Information please contact:

Per Ivar Fagervoll
pif@geoff.no
Mobile + 47 974 28 884