Announcement • Sep 11

SED Energy Holdings Plc (OB:ENH) signed a letter of intent to acquire Ventura Offshore Holding Ltd. (OB:VTURA) for approximately $480 million.

SED Energy Holdings Plc (OB:ENH) signed a letter of intent to acquire Ventura Offshore Holding Ltd. (OB:VTURA) for approximately $480 million on September 11, 2026. As part of consideration, Ventura Offshore’s shareholders will receive 605 million Consideration Shares, representing an exchange ratio of 5.50x Energy Holdings shares for each existing Ventura Offshore share, with existing Energy Holdings shareholders expected to own approximately 55% and Ventura Offshore shareholders approximately 45% of Energy Holdings on a fully diluted basis. Consummation of the definitive agreement and the final number of Consideration Shares to be issued will be subject to certain adjustments related to CAPEX and commencement of new contracts for certain of the parties' rigs. Based on the closing price of Energy Holdings’ shares on September 10, 2026 and the maximum Consideration Shares to be issued, the combined company would have an implied pro forma equity value of approximately $1 billion. DNB Bank ASA has committed to a $250 million bridge facility and extend the existing $30 million revolving credit agreement to support the refinancing of Ventura Offshore’s existing bond and provide Ventura with financial flexibility through completion of the Transaction, at which time the combined company intends to optimize its capital structure. Following completion of the Transaction, Kurt M. Waldeland will continue as Chief Executive Officer of Energy Holdings. Guilherme Coelho will continue as Chief Executive Officer of Ventura Offshore. The Parties intend to establish a balanced Board composition reflecting ownership of the combined company with Gunnar W. Eliassen to be nominated as Chairman of the Board. The combined company to unlock significant financial synergies, including through a more efficient debt structure and the potential for non-amortizing debt, which could materially increase distribution capacity. Following completion, the new Board to initiate a process to consider a potential US dual-listing and IPO of Energy Holdings. The transaction is subject to subject to the execution of the definitive combination agreement, confirmatory due diligence, commencement of new contracts for certain of the parties' rigs, required shareholder and court approvals, relevant regulatory approvals and consents, and other customary conditions, including delisting of Ventura Offshore from Oslo Euronext Growth. The Transaction is supported by the boards of directors and key shareholders of both companies. Following execution of a definitive combination agreement between the Parties, Energy Holdings will convene an extraordinary general meeting to approve the issuance of the Consideration Shares and other resolutions required to complete the Transaction. The Transaction is expected to be implemented through a scheme of arrangement under Bermuda law, pursuant to which Ventura Offshore will seek the required approvals from its shareholders and the Bermuda court. The final board composition will be set out in the definitive Combination Agreement and submitted for shareholder approval. There can be no assurance that a definitive combination agreement will be entered into or that the Transaction will be completed. Advokatfirmaet Haavind AS, Investment Banking Arm acted as financial advisor for SED Energy Holdings Plc. Advokatfirmaet Thommessen AS acted as legal advisor for Ventura Offshore Holding Ltd. Arctic Offshore Rig is acting as asset advisor and DNB Carnegie, Investment Arm acted as financial advisor for Ventura Offshore Holding Ltd.

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SED Energy Holdings Plc (OB:ENH) signed a letter of intent to acquire Ventura Offshore Holding Ltd. (OB:VTURA) for approximately $480 million.

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