NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
HAMILTON, Bermuda, Sept. 24, 2025 /PRNewswire/ -- Reference is made to the stock exchange announcement made by Archer Limited (ticker "ARCH") ("Archer") today regarding a contemplated private placement of new common shares in Archer (the "Archer Private Placement") and a potential secondary offering of existing common shares in Archer by Paratus JU Newco Bermuda Limited, a company wholly owned by Paratus Energy Service Ltd (ticker "PLSV") ("Paratus" or the "Company") (the "Secondary Sale" and jointly together with the Archer Private Placement, the "Offering").
The Secondary Sale consists of up to 21 583 826 common shares in Archer (representing approx. 23.8% of the outstanding shares in Archer) held by Paratus (the "Sale Shares"). The offer price will be determined on the basis of a bookbuilding to be completed in conjunction with the Offering. For further details on the Secondary Offering, please refer to the stock exchange announcement published by Archer today, which is available on ticker "ARCH".
Whether or not the Secondary Sale will be completed and the final number of Sale Shares to be sold, will depend on the outcome of the bookbuilding. Paratus reserves the right to sell fewer shares than the full number of Sale Shares and not to sell any shares at all. The outcome of the Secondary Sale will be announced in conjunction with announcement on completion of the Offering.
Advisors
Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS are acting as joint bookrunners in connection with the Secondary Sale.
Advokatfirmaet Schjødt AS is acting as legal advisor to Paratus in connection with the Secondary Sale.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Baton Haxhimehmedi, CFO of the Company, on the date and time provided herein.
For additional information, please contact:
Robert Jensen, CEO
robert.Jensen@paratus-energy.com
+47 958 26 729
Baton Haxhimehmedi, CFO
baton.Haxhimehmedi@paratus-energy.com
+47 406 39 083
About Paratus
Paratus Energy Services Ltd. (ticker: PLSV) is an investment holding company of a group of leading energy services companies. The Paratus Group is primarily comprised of its ownership of Fontis Energy and a 50/50 JV interest in Seagems. Fontis Energy is an offshore drilling company with a fleet of five high-specification jack-up rigs in Mexico. Seagems is a leading subsea services company, with a fleet of six multi-purpose pipe-laying support vessels in Brazil. In addition, Paratus is the largest shareholder in Archer Ltd, a global oil services company, listed on the Euronext Oslo Børs.
Important notice
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in the Company or Archer. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company or Archer do not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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 investments activity to which this communication relates is available only for 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 issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, Archer nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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. The Company does not make any guarantee that the assumptions underlying any forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and Archer and no one else and will not be responsible to anyone other than the Company and Archer for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.
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