Dubai, October 28, 2024: Vantage Drilling International Ltd. (the "Company", and
together with its subsidiaries, the "Group") is pleased to announce that the
first day of trading of the Company's shares on Euronext Growth Oslo is today,
October 28, 2024, under the ticker code "VDI". The Company has prepared an
information document (the "Information Document") solely for the purpose of the
admission to trading, which is attached to this announcement and can also be
found on the Company's website: https://vantagedrilling.com/vantage-news/.
The Company notes that only shares that are held in and registered with Euronext
Securities Oslo (VPS) will be listed and tradeable on Euronext Growth Oslo.
Registration of shares in the VPS requires actions to be taken by individual
shareholders, and further information on how shareholders may proceed with such
registration will be available on the Company's website:
https://vantagedrilling.com/vantage-news/.
The listing on Euronext Growth follows a series of value accretive transactions,
as illustrated by the previously announced binding Memorandum of Understanding
entered into with TotalEnergies (the "TE-Vantage MOU") for the sale of the
Tungsten Explorer into a JV (the "The TE-Vantage JV Transaction") and the
separate purchase and sale agreements to sell the Topaz Driller jack-up rig and
all of the issued and outstanding equity of the entity that owns the Soehanah
jack-up rig, respectively, to a subsidiary of ADES International Holding Ltd.
(the "The ADES transactions" and together with "The TE-Vantage JV Transaction",
the "Transactions").
Following closing of the Transactions the Company will have increased financial
flexibility and will be well positioned to continue pursuing managed services
opportunities and other strategic transactions that maximize shareholder
returns.
"We are thrilled to be listing on the Euronext Growth, a significant milestone
for our company. This listing reflects our commitment to deliver value to our
shareholders through strategic actions, building on our track record of
operational excellence. With this new chapter, we are poised to expand our
global reach, strengthen our financial position, and continue to provide
best-in-class services to our clients in the energy industry. We are excited
about the opportunities ahead and remain focused on sustainable returns and
long-term success", said Ihab M. Toma, CEO and Board member of the Company.
"As Chairman of the Board, I am proud to support the company's listing on
Euronext Growth, marking a significant achievement in our strategic journey.
This milestone not only underscores our trademark dedication to operational
excellence but also our focus on delivering sustainable value to our
shareholders. We believe this listing positions the company to broaden its
global presence, enhance its financial strength, and continue providing top-tier
services to clients in the energy sector. The Board is confident in the
company's direction and remains committed to fostering long-term growth and
success", said Thomas Bates Jr., Chairman of the Board of the Company.
The TE-Vantage JV Transaction
On 6 February 2024 the Group entered into the TE-Vantage MOU with TotalEnergies
to form the TE-Vantage JV. Under the terms of the TE-Vantage MOU, subject to
certain customary conditions precedent, including, without limitation, rig
acceptance, TotalEnergies will pay approximately $198.75 million in cash for a
75% interest in the TE-Vantage JV that will own the Tungsten Explorer, with the
Group owning the remaining 25% interest. The proceeds from the sale of the
Tungsten Explorer are required under the indenture for the Group's First Lien
Notes to be used to pay down the outstanding amount of the First Lien Notes in
an amount equal to such proceeds at a price of par. Furthermore, as anticipated,
the TE-Vantage JV will contract the Group to operate the Tungsten Explorer for
10 years pursuant to a management agreement to be executed in connection with
the TE-Vantage JV Transaction. To fulfill its obligations under this
arrangement, the TE-Vantage JV will engage the Group as manager to oversee the
operation of the rig for the same term. As part of these agreements, the
TE-Vantage JV will compensate the Group with daily management fees in line with
market during rig operation and reduced fees based on the nature of
non-operating periods. The average daily management fee is expected to be
$47,500 per day. The aforementioned transactions are subject to definitive
agreements being entered into. Such definitive agreements are expected to be
entered into in Q4 2024, and the sale of the Tungsten Explorer to the TE-Vantage
JV is expected to occur in Q2-Q3 2025.
The ADES Transactions
On 8 September 2024, the Group entered into separate purchase and sale
agreements to sell the Topaz Driller jack-up rig and all of the issued and
outstanding equity of the entity that owns the Soehanah jack-up rig,
respectively, to a subsidiary of ADES International Holding Ltd. for an
aggregate purchase price of $190 million, to be settled in cash (the ADES
Transactions), split as follows:
o All issued and outstanding equity of the entity that owns the Soehanah rig:
$85 million (subject to certain adjustments).
o Asset purchase of the Topaz Driller: $105 million (subject to certain
adjustments).
The ADES Transactions are subject to closing conditions, including but not
limited to, rig acceptance for the Topaz Driller and the entry into of
management agreements pursuant to which the Group is expected to manage the two
jack-up rigs for a period of three years each for a management fee of $3.0
million per rig per year along with an expected amendment to the existing
Support Services Agreement relating to the Emerald Driller, which is expected to
increase the related support services fee to $1.5 million per year. Pursuant to
the indenture for the Group's First Lien Notes, the proceeds from the
contemplated sale of the jack-up rigs, which is subject to closing, must be used
to redeem the outstanding amount of the First Lien Notes in an amount equal to
such proceeds, at a redemption price at par.
The ADES Transactions are expected to close in the fourth quarter 2024.
Following closing of the ADES Transactions, the Group will have more financial
flexibility and expand its focus on management services.
An updated company presentation is available at the Company's website:
https://vantagedrilling.com/vantage-news/.
Advisors:
DNB Markets, a part of DNB Bank ASA, acted as Euronext Growth Advisor to the
Company in connection with the admission to trading. Advokatfirmaet Schjødt AS
is engaged as Norwegian legal counsel.
About the Company:
Vantage Drilling International Ltd., a Bermuda exempted company, is an offshore
drilling contractor, with a current owned fleet of two ultra-deepwater
drillships and two premium jackup drilling rigs. Vantage Drilling's primary
business is to contract drilling units, related equipment and work crews
primarily on a dayrate basis to drill oil and natural gas wells globally for
major, national and independent oil and gas companies. Vantage Drilling also
markets, operates and provides management services in respect of drilling units
owned by others. For more information about the Company, please refer to the
Company's website, www.vantagedrilling.com.
Contact Info:
Rafael Blattner
Chief Financial Officer
Vantage Drilling International Ltd.
+971 4 449 34 28