Proposed Acquisition and Temp Listing Suspension

Apertura Energy PLC

11 August 2026

 

11 August 2026

APERTURA ENERGY PLC

Proposed Acquisition of Conterp Group Plc and Temporary Suspension of Listing

Apertura Energy Plc (LSE: VZLA, LEI: 213800O4A398G6GL7270, "Apertura" or the "Company"), the Main Market listed acquisition company whose ordinary shares are in the equity shares (shell companies) listing category, is pleased to announce that it has entered into heads of terms ("Heads of Terms") to acquire the entire issued and to be issued share capital of Conterp Group Plc ("Conterp") (the "Proposed Acquisition").

Transaction Highlights

§	Proposed acquisition of a growing, profitable and cash generative Brazilian oilfield services business with a 25-year operating history, over 600 employees, workover and drilling rigs, and a forward work program of signed contracts in excess of £100 million
§	Provides the proven operational capability, experienced teams, rigs and equipment that the Directors believe will significantly contribute to executing the Company's strategy in becoming an E&P company in Venezuela, where Baker Hughes reported just two active drilling rigs as of March 2026[1] against a stated Oil Ministry requirement for 93 rigs by 2028
§	The Directors believe that the ability to contribute to this scarce operational capability, rather than capital alone, will materially strengthen the Company's position in negotiating participation in upstream E&P assets. The Proposed Acquisition allows the Company to acquire this capability at a price reflecting Conterp's current Brazilian operations rather than its future value in Venezuela
§	Conterp valued at £25 million on a cash free, debt free basis, representing 5.5 times current year adjusted EBITDA for the financial year ending December 2026[2]
§	Apertura to concurrently raise up to £30 million of incremental growth capital through a placing ("Placing") to facilitate the enlarged group's growth plan and transition into Venezuela

Background to Conterp

Conterp is an established oilfield services company headquartered in Salvador, Brazil, with a 25-year longstanding operating history, a strong health and safety record and a growing position in the Brazilian onshore energy services market.  The company provides services across workover, drilling, well services, field operations, asset integrity management and maintenance. It currently owns a total of 12 workover rigs and operates 2 drilling rigs.  Its operations are concentrated in the North-East of Brazil, with two contracts operating in Amazonas. Conterp is certified with ISO 9001, ISO 14001 and ISO 45001. Its client base includes major operators and energy companies such as Petrobras, Eneva and The Dow Chemical Company.  For the last twelve months to June 2026, Conterp delivered £26.4 million of unaudited revenue, generating £3.9 million of unaudited adjusted EBITDA[3].

Conterp is currently 50.8 per cent. controlled by Apertura's Chairman, Scott Gilbert, and Chief Executive Officer, Greig Gilbert.  As such, the Proposed Acquisition will constitute a Related Party Transaction under the FCA's applicable Listing Rules and Disclosure Guidance and Transparency Rules, (DTR 7.3 and UKLR 13.3.25).  Accordingly, the Company has established an independent committee of the Board of Apertura constituting David Williams, Chris Steele and Carlos Bellorin (the "Independent Directors") in order to progress the Proposed Acquisition, and Scott and Greig Gilbert will recuse themselves of all Company decision making in relation to the Proposed Acquisition.

Strategic Rationale

Venezuela holds the world's largest proven hydrocarbon reserves and a significant base of related energy infrastructure. The Directors believe that decades of under-investment, the departure of international operators, sanctions and operational decline have left a broad range of upstream assets, and related infrastructure, operating materially below their potential. At the same time, the availability of reliable equipment, services capacity and technical capability has been significantly reduced.

As the regulatory landscape evolves and international capital begins to re-engage with the country, the Directors believe there is a significant opportunity to acquire, develop and increase production from high-quality upstream assets at attractive valuations relative to their long-term potential.

Apertura's primary strategic objective has not changed and remains to become an E&P company in Venezuela. Its ability to restore, maintain and increase production of upstream assets requires reliable access to equipment, experienced personnel, procurement systems, production support and operational execution capability. As activity returns to Venezuela, available high-quality services capacity is expected to be increasingly sought by larger international operators, potentially limiting access for smaller and mid-cap market participants.

The Proposed Acquisition is therefore intended to accelerate Apertura's E&P strategy by becoming an operating company.  This will provide the enlarged group with an established operating platform, revenue, a balance sheet, and access to various financing instruments.  This does not represent a change in the Company's strategic focus towards oilfield services. Conterp would bring to the enlarged group access to the equipment, workforce, systems and execution track record required to support the acquisition, rehabilitation and development of Venezuelan upstream assets. The Directors also believe that establishing an operational presence in Venezuela through the Proposed Acquisition would enable the enlarged group to become a relevant employer of Venezuelan personnel across technical, operational, executive and support functions.

The ownership of this operational capability would mitigate execution risk by reducing reliance on third parties, improving control over operational cost, timing, service quality and operational delivery. It will provide a clearer route from the acquisition of an upstream asset to production and cash flow.

Beyond execution, the integration would materially strengthen Apertura's value proposition. By combining investment capacity with proven operational capabilities under a single platform, Apertura would become a more attractive partner for companies already operating in Venezuela. This would broaden the universe of potential partners, expand access to assets beyond those the company could pursue independently, and support its market entry strategy, long-term growth, and ability to secure new opportunities. The Directors believe that access to E&P assets in Venezuela, will favour parties that can contribute with operational capability rather than capital alone. Through the Proposed Acquisition, the enlarged group would be able to offer operational delivery alongside investment, which should materially strengthen our ability to negotiate participation in upstream assets on favourable terms.

Heads of Terms

Under the Heads of Terms, Conterp is being acquired for £25 million on a cash free, debt free basis (subject to customary adjustments).  It is proposed that the total consideration for acquisition of Conterp shall be settled 50 per cent. through the issuance of new ordinary shares of the Company, and 50 per cent. in cash. 

The Heads of Terms are non-binding, save that they provide the Company with a binding exclusivity period until 31 January 2027 to enter into long form sale documentation, alongside binding reciprocal cost-protection arrangements (each subject to a cap of £200,000) and confidentiality obligations. As the cost-protection obligation in favour of Conterp constitutes a related party transaction for the purposes of DTR 7.3 (by reason of Scott Gilbert and Greig Gilbert's controlling interest in Conterp), this obligation has been considered and approved by the Independent Directors, who are satisfied that it is fair and reasonable insofar as the Company's shareholders are concerned. 

It is anticipated that concurrently with the Proposed Acquisition, the Company will conduct a Placing in order to raise in the region of £10 to £30 million of incremental growth capital to facilitate the enlarged group's growth plan.

Temporary Suspension of Listing

The Proposed Acquisition would be classified as an initial transaction in accordance with the FCA's UK Listing Rules (UKLR 13.4.2(1)). Accordingly, the Company has requested the suspension of its listing on the Official List and from trading on the Main Market of the London Stock Exchange. Trading in the Company's ordinary shares (ticker: VZLA) was suspended at 7.30 a.m. today, 11 August 2026. On completion of the Proposed Acquisition, the Company's listing in the Equity shares (shell companies) category is expected to be cancelled, and application by the Company will be made to have its enlarged share capital be re-admitted to the Equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange.

The parties intend to proceed as quickly as possible with the Proposed Acquisition, however, there can be no certainty that the Proposed Acquisition will be successfully completed.  If the Proposed Acquisition does not complete for any reason, it is expected that the suspension of the Company's listing will be lifted, subject to FCA approval, and trading in the Company shares will recommence.

The Proposed Acquisition is conditional upon, among other things, satisfactory completion of due diligence, receipt of required regulatory approvals (including FCA approval of a prospectus), approval by the Panel on Takeovers and Mergers in relation to a Rule 9 waiver, shareholder approval of both the Company and Conterp and the successful completion of a Placing. There can be no certainty that these conditions will be satisfied or that the Proposed Acquisition will complete on the terms described in this announcement, or at all. The Company will make further announcements in due course, as appropriate.

Proposed Incentivisation Arrangements

Following the recent Board appointments and ahead of completion of the Proposed Acquisition, the Company intends to adopt its inaugural Long Term Incentive Plan ("LTIP"), as well as amend its pre-existing Subco Incentive Scheme.

LTIP

Once adopted by the Board, under the LTIP it is proposed that the Company will be permitted to grant nil cost share options to employees and directors within the Company, with a maximum rolling dilutive effect under the LTIP of 5 per cent. of the Company's issued share capital.

The first grants under the LTIP will be to the newly appointed Non-Executive Directors Chris Steele and Carlos Bellorin.  Mr Steele and Mr Bellorin will each be granted 300,000 nil cost options over ordinary shares of £0.01 each in the Company, which shall vest in three equal tranches over a three-year performance period. 

It is anticipated that the LTIP will be adopted and first grants made during August 2026.

Subco Incentive Scheme

As previously disclosed, on 12 November 2021, the Group created an incentive scheme within its wholly owned subsidiary Red Capital Subco Limited ("Subco") ("Subco Incentive Scheme"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of Shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their B1 ordinary shares of £0.000001 each in the capital of Subco ("B Shares")  and satisfied either in cash or by the issue of new Ordinary Shares at the election of the Company.

Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission, or following a change of control of the Company or Subco.

The B Shares do not have voting or dividend rights.

The original participants of the Subco Incentive Scheme were David Williams (former Chairman and current Non-Executive Director of the Company), Simon Webster (former Non-Executive Director of the Company), and Anthony Morris and Kathleen Long of Tessera, the Company's strategic advisor.  The respective holdings of B Shares of the original participants totalled 110,000 B Shares out of a maximum 150,000, with 40,000 being held in reserve:

Name	B Shares held
David Jeffreys Williams	50,000
Simon Linley Webster	40,000
Kathleen Joy Long	10,000
Anthony John Morris	10,000
Unallocated	40,000
Total	150,000

On 27 May 2026, the Subco bought back Simon Webster's B Shares for aggregate total consideration of £1 and these 40,000 B Shares are held in treasury.

It is proposed that the Company's Non-Executive Chairman, Scott Gilbert, and Chief Executive Officer, Greig Gilbert, will subscribe for in aggregate 80,000 B Shares.

Following the proposed subscriptions by Scott and Greig Gilbert the revised participants of the Subco Incentive Scheme will be as follows:

Name	B Shares held
David Jeffreys Williams	50,000
Scott Gilbert and Greig Gilbert	80,000
Kathleen Joy Long	10,000
Anthony John Morris	10,000
Total	150,000

Following the subscriptions by Scott and Greig Gilbert, the Subco Incentive Scheme will be fully issued and closed to new participants.  As such the proportion of Shareholder Value attaching to the Subco Incentive Scheme will be 15 per cent. out of a maximum cap of 15 per cent.

The proposed subscriptions by Scott Gilbert and Greig Gilbert for B Shares have been considered and approved by the Independent Directors, who are satisfied that the terms of subscription are fair and reasonable insofar as the Company's shareholders are concerned.

In line with the Company's strategic transition to the Venezuelan energy sector and the appointment of the incoming team to lead the new strategy, certain amendments will be made to the Subco Incentive Scheme to reset its performance period which is currently due to expire in November 2026, and align the initial market capitalisation ("Initial Value") which applies to the issue of Scott and Greig Gilbert's B Shares to that of the other remaining participants.

The performance period during which the participants must deliver the 12.5 per cent. compound increase in Shareholder Value will run for a period of between three and six years from the date of the amendments, which are expected to take effect in August 2026.  If the 12.5 per cent. compound increase in Shareholder Value is not reached by August 2032, the Subco Incentive Scheme shall lapse with nil payout to participants.

The Initial Value for the purposes of Scott Gilbert and Greig Gilbert's B Shares from which the compound 12.5 per cent. of Shareholder Value must be delivered shall be £1 million, being the pre-money valuation of the Company prior to the last funding round and also aligned with the Initial Value attaching to the remaining participant's B Shares.

In aggregate, total dilution from the Subco Incentive Scheme and LTIP shall not exceed 20 per cent. for non-participating shareholders.

The Company will make further announcements in relation to the Proposed Acquisition and proposed amendments to its incentivisation arrangements in due course, as appropriate, and once the relevant terms have been agreed, will make further announcements providing additional details pursuant to UKLR 13.4.22R and UKLR 13.4.23R.

Inside Information

This announcement contains inside information for the purposes of the UK Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR") and is made in accordance with the Company's obligations under article 17 of UK MAR. The person responsible for arranging the release of this announcement on behalf of Apertura is David Williams, Non-Executive Director of Apertura.

Enquiries:

Apertura Energy Plc	David Williams, Non-Executive Director	c/o Tessera
Tessera Investment Management Limited (Strategic Advisor to Apertura)	Tony Morris Katie Long James Strang	Tel: [phone]
Strand Hanson Limited (Sponsor to Apertura)	Ritchie Balmer Rory Murphy Edward Foulkes	Tel: [phone]

Important Notices

This announcement contains forward-looking statements which are subject to risks, uncertainties and assumptions and are based on current expectations. These statements should not be relied upon as a guarantee of future performance. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update forward-looking statements.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities, nor shall it or any part of it form the basis of or be relied upon in connection with any contract or commitment whatsoever. No prospectus has been or will be published in connection with this announcement.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Sponsor to the Company in connection with the Proposed Acquisition and readmission. Strand Hanson Limited is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Proposed Acquisition, readmission or any other matter referred to in this announcement.

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[1] Baker Hughes, Worldwide Rig Count Report, August 2026

[2] Calculated under IFRS on an unaudited basis; budget for the twelve months ending 31 December 2026

[3] GBP amounts have been translated from Brazilian Real using an assumed exchange rate of R$6.85 to £1.00, broadly reflecting the prevailing market exchange rate on 04 August 2026

 

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