Sed Energy Holdings Plc · OSL:ENH
Sed Energy — Merger or Acquisition (February 2025)
25 slides from Sed Energy's merger presentation, Feb 3, 2025
Slide 1: Creating an offshore oil services leader focused on shareholder distributions
Creating an offshore oil services leader focused on shareholder distributions + Investor Presentation, February 3rd 2025
Slide 2: Disclaimer and Important Information
DISCLAIMER AND IMPORTANT INFORMATION This presentation is furnished by SeaBird Exploration PLC and Energy Drilling Pte. Ltd. (the ”Companies”), and it is expressly noted that no representation or warranty, express or implied, as to the accuracy, completeness or sufficiency of any information include
Slide 3: Today's Presenters
TODAY’S PRESENTERS Picture Picture Picture Ståle Rodahl Executive Chairman Alf C. Thorkildsen Marcus Chew Viggo Pedersen Chairman Energy Drilling CEO Energy Drilling CFO Energy Drilling Seabird 3
Slide 4: Strong financial platform with predictable cash flows
STRONG FINANCIAL PLATFORM WITH PREDICTABLE CASH FLOWS + = Pro-forma combined company1 USD Market Capitalization 381m USD Net Debt 44m ✓ Leading provider of marine seismic ✓ Leading tender rig operator controlling USD Firm Revenue Backlog acquisition services to E&P and integrated ~38% of world’s act
Slide 5: One listed entity with two adjacent business verticals
ONE LISTED ENTITY WITH TWO ADJACENT BUSINESS VERTICALS Combining in a share-for-share acquisition Newly issued shares ▪ Settlement in approx. 651 million newly issued shares in SeaBird which will be distributed to EDrill shareholders SeaBird Exploration Plc Energy Drilling Pte. Ltd ▪ Following the t
Slide 6: Strategic rationale – creating a leading dividend company on OSE
STRATEGIC RATIONALE – CREATING A LEADING DIVIDEND COMPANY ON OSE ▪ Elimination of “single-asset” risk ▪ Increased size in capital markets will attract more investors and improve pricing I Increased scale ▪ Improved debt financing terms ▪ Enhanced potential to consolidate niche markets and act on att
Slide 7: Implied valuation of Energy Drilling
IMPLIED VALUATION OF ENERGY DRILLING Estimated Free Cash Flow before financing Combined company dividend potential EDrill valuation supported by backlog 2025-2026 in % of Enterprise Value NOK/sh USDm 70% 7 400 350 60% 6 300 50% 5 Listed offshore Drilling companies2 250 40% 4 200 30% 3 150 20% 2 100
Slide 8: Strong distribution potential combined company
STRONG DISTRIBUTION POTENTIAL COMBINED COMPANY Illustrative annual free cash flow at different scenarios Illustrative annual dividend yield potential based on FCFF Illustrative dividend yield potential based on USDm debt terms assumed to be available for Dayrate scenarios 250 combined company6 53% C
Slide 9: Primary focus on distribution to shareholders
PRIMARY FOCUS ON DISTRIBUTION TO SHAREHOLDERS ▪ Modern premium fleet, Solid balance sheet & Limited capex going forward ▪ Aim to distribute excess cash to shareholders on a quarterly basis ‒ Without jeopardizing the sound balance sheet ▪ Optimize current debt structure to enhance return of capital ‒
Slide 10: Key closing conditions and timing
KEY CLOSING CONDITIONS AND TIMING ▪ The transaction remains subject to certain customary closing conditions such as final documentation, approval of the transaction by a shareholders meeting in SeaBird, confirmatory due diligence by both parties, relevant regulatory approvals and consents, tax redom
Slide 11: Introduction to Energy Drilling
Introduction to Energy Drilling
Slide 12: Energy Drilling is a tender rig operator powering Southeast Asia with natural gas
ENERGY DRILLING IS A TENDER RIG OPERATOR POWERING SOUTHEAST ASIA WITH NATURAL GAS Company highlights Geographic presence of Energy Drilling and other tender rigs ✓ Leading tender rig operator controlling ~38% of the world’s active tender rigs ✓ Fully contracted fleet with strong backlog of USD 490m
Slide 13: A high performing and modern fleet with all rigs under contract
A HIGH PERFORMING AND MODERN FLEET WITH ALL RIGS UNDER CONTRACT Type EDrill-1 EDrill-2 T-15 T-16 ED Vencedor GHTH1 Build year 2014 2014 2012 2013 2009 2021 Type Tender barge Tender barge Tender barge Tender barge Semi-tender Semi-tender Yard COSCO Guangdong COSCO Guangdong COSCO Nantong COSCO Nanton
Slide 14: Tender rigs are the most efficient drilling units in Southeast Asia
TENDER RIGS ARE THE MOST EFFICIENT DRILLING UNITS IN SOUTHEAST ASIA Overview of rig types and water depths Competing at similar day rates Average dayrate 2010-2024YTD, $k/day Optimal depth ~400–5,000 ft ~145 ~115 ~95 Jackup Tender barge Semi-tender Semi-submersible Drillship Jackup Semi tender Tende
Slide 15: Niche specialised market largely serviced by two main operators
NICHE SPECIALISED MARKET LARGELY SERVICED BY TWO MAIN OPERATORS Tender drilling is an efficient and cost-competitive solution A specialist drilling market SE Asia West Africa Brazil Exploration Development drilling Production Tender barge Semi-tender SE Asia Brazil / West Africa Production drilling
Slide 16: Positioned in a fast-growing region with natural gas replacing coal
POSITIONED IN A FAST-GROWING REGION WITH NATURAL GAS REPLACING COAL IN THE ENERGY MIX Expected strong production growth for oil… …and gas in SE Asia… …leading to high sanctioning activity Oil production in SE Asia Gas production in SE Asia Sanctioned gas investment in SE Asia Growth accelerated by t
Slide 17: Expect gas consumption to continue being Thailand's most important source of energy
EXPECT GAS CONSUMPTION TO CONTINUE BEING THAILAND’S MOST IMPORTANT SOURCE OF ENERGY Thailand electricity generation by source PTTEP play an important part $21bn capex budget Natural gas Coal & Lignite Renewable Energy Petroleum production in Thailand by Company Cumulative capex budget PTTEP Hydro el
Slide 18: The tender rig market is approaching max capacity
THE TENDER RIG MARKET IS APPROACHING MAX CAPACITY Constrained supply side and strong utilization… …set the scene for attractive dayrates Marketed supply Total supply Total Util % Marketed Util % Semi-tender Tender barge # of rigs Utilization % $k/day1 40 -48% 100 250 90 225 35 80 200 30 70 175 25 60
Slide 19: All active units contracted
ALL ACTIVE UNITS CONTRACTED Global tender rig fleet overview1 Comments Rig Age Type 2024 2025 2026 ~38% EDrill-1 10 Barge ▪ Energy Drilling and Sapura hold 90% of the active marketed rig of global EDrill-2 10 Barge active tender supply in the tender rig space rig fleet2 GHTH 2 Semi EDrill T-15 12 Ba
Slide 20: Fully contracted fleet with firm revenue backlog of $490m
FULLY CONTRACTED FLEET WITH FIRM REVENUE BACKLOG OF $490M Firm revenue Full fleet on contract during Q4 2024 2024 2025 2026 2027 2028 backlog Rig Location Client Start End Firm Contract Options ~$490m1 name EDrill-1 Thailand October 2023 October 2026 $94k/day ~$58m EDrill-2 Thailand March 2023 March
Slide 21: Significant distribution capacity expected from current contract backlog
SIGNIFICANT DISTRIBUTION CAPACITY EXPECTED FROM CURRENT CONTRACT BACKLOG Illustrative cash conversion from current firm backlog1 Excludes any new contracts for EDrill-2 $m 350 300 250 76 ~USD 225m to be 200 realized in 2025-26 260 150 290 216 100 50 30 0 Cash and cash equivalents Illustrative FCFF T
Slide 22: Favorable bank facility terms allowing for significant dividend distribution
FAVORABLE BANK FACILITY TERMS ALLOWING FOR SIGNIFICANT DIVIDEND DISTRIBUTION Low debt balance and conservative leverage Key terms of $75m senior secured term loan ▪ The Company has remained a stable financial platform and has, unlike peers, not gone through any Facility amount $75m restructurings ov
Slide 23: Attractive value proposition with upside potential
Attractive value proposition with upside potential Stronger and more diverse financial platform… …positioned for shareholder value creation ✓ Combined revenue backlog well above USD 500 ✓ Free cash flows before financing from backlog USD million reinforcing cash flow and dividend visibility >270m ✓
Slide 24: SeaBird Exploration + Energy Drilling
SeaBird Exploration + ENergy drilling
Slide 25: Appendix – Current shareholders Energy Drilling
APPENDIX – CURRENT SHAREHOLDERS ENERGY DRILLING Shareholder # shares % Pioneer Logistics Holdings Pte Ltd 66,225,166 45.45% HV VI Invest Uraz Ltd (HitecVision) 41,026,507 28.16% Energy Ventures IV LP 18,769,895 12.88% GlobalFund Capital Pte Ltd 12,540,284 8.61% SHS Holdings Ltd 4,569,986 3.14% Marcu
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