Sed Energy Holdings Plc · OSL:ENH
Sed Energy — Merger or Acquisition (September 2026)
16 slides from Sed Energy's merger presentation, Sep 11, 2026
Slide 1: Creating a larger platform for cash generation, shareholder distributions and growth
Creating a larger platform for cash generation, shareholder distributions and growth 11 September 2026 |1
Slide 2: Disclaimer – forward looking statements
Disclaimer – forward looking statements SED Energy Holdings Plc and Ventura Offshore Holding Ltd. (hereinafter the “Companies”) have prepared this presentation solely for informational purposes. All statements contained in this presentation that are not statements of historical facts, including stat
Slide 3: Today’s presenters
Today’s presenters Kurt M Waldeland Guilherme Coelho Gunnar Winther Eliassen CEO – Energy Holdings CEO – Ventura Offshore Chairperson – Ventura Offshore |3
Slide 4: Strategic rationale
Strategic rationale Combining Energy Holdings and Ventura Offshore creates increased scale and diversification with several benefits to its shareholders; ➢ Enabling growth transactions Energy Holdings and Ventura Offshore would not be able to pursue on a stand-alone basis, both within existing verti
Slide 5: Combining complementary businesses to create a stronger offshore services platform
Combining complementary businesses to create a stronger offshore services platform ✓ Greater scale with more robust earnings base and distribution capacity ✓ Reduced risk with a more diversified asset base and geographical exposure ✓ Improved access to financing to support potential accretive growth
Slide 6: Key transaction highligths
Key transaction highligths • SED Energy Holdings Plc (“Energy Holdings”) and Ventura Offshore Holding Ltd. (“Ventura Offshore”) has signed a letter of intent (“LOI”) for an all-share combination between the two Background companies • The Transaction is supported by the boards of directors and key sh
Slide 7: Energy Holdings at a glance
Energy Holdings at a glance Exposure to attractive niche energy segments Financial holding company set up for growth ▪ Established through the combination of Energy Drilling and SeaBird Exploration Global provider of Tender rig operator in ▪ Clear ambition to build a portfolio of high-quality, cash-
Slide 8: Proven model of cash generation, distributions and balance sheet discipline
Proven model of cash generation, distributions and balance sheet discipline >30% of initial market capitalization returned since inception, with NIBD/EBITDA reduced to 0.1x1 May 26, 2025 USD 132.5m Shareholder distributions, USDm by period proposed Distributed dividend 132.5 Listed on OSE Distribute
Slide 9: Ventura Offshore at a glance
Ventura Offshore at a glance Global operations Global operations Current operations Historical operations ▪ Backlog by execution year2 Catarina 5 Operational >29 years Carolina ultradeepwater experience history in deep and rigs in fleet1 in Brazil, India, Angola, ultradeepwater Vietnam and Indonesia
Slide 10: Ventura Offshore’s current fleet contract status
Ventura Offshore’s current fleet contract status Backlog and contract overview Firm contract Rig Client 2026 2027 2028 2029 2030 2031 2032 2033 backlog1 Carolina USD 403m Victoria USD 482m Catarina USD 39m Zonda USD 49m DVD USD 5m Firm contract Preparation Unilateral extension option Mutually agreed
Slide 11: A larger energy services platform for cash generation, shareholder distributions and growth
A larger energy services platform for cash generation, shareholder distributions and growth High-level pro forma overview of the combined company 13 3 Global USD ~1.0bn USD ~1.3bn Offshore units owned, Operating verticals Operational footprint Implied pro forma Contracted backlog leased or managed m
Slide 12: Platform highly capable of adding assets within existing verticals and adjacent markets
Platform highly capable of adding assets within existing verticals and adjacent markets Value creation playbook Energy Holdings current operations Pro forma asset composition Ventura Offshore current operations Owned Managed / Bareboat Ventura Offshore historical operations Oslo (Seabird Exploration
Slide 13: Strong earnings visibility provided by current backlog
Strong earnings visibility provided by current backlog Value creation playbook Combined contracted revenue backlog and options (USDm)1,2 • Approximately USD 1.3bn of contracted revenue backlog or USD 2.2bn when 793 including options 548 • Strong revenue and earnings visibility 553 across the combine
Slide 14: Illustrative distribution potential of NOK 1.4-2.6 per share
Illustrative distribution potential of NOK 1.4-2.6 per share Portfolio foundation Selected day rate scenarios1 Illustrative free cash flow per share2 Tender barge: USD 70,000/day Semi-tender: USD 100,000/day 6G Semi: USD 250,000/day NOK 1.4 SBX vessels: USD 50,000/day Yield: 19% Tender barge: USD 90
Slide 15: Value creation game plan for the combined company
Value creation game plan for the combined company A larger platform with multiple levers to enhance cash generation, optimize capital structure and maximize shareholder returns Optimize balance sheet to extract Explore accretive growth in adjacent 1 financial synergies 4 offshore services markets 2
Slide 16: Creating superior returns in the energy industry
CREATING SUPERIOR RETURNS IN THE ENERGY INDUSTRY | 16
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