LONDON: Apertura Energy Plc (LSE: VZLA), the Main Market listed acquisition company, has today announced it has entered into heads of terms to acquire Conterp Group Plc (“Conterp”), a profitable Brazilian oilfield services business, in a deal valued at £25 million. The proposed acquisition marks a significant strategic step for Apertura as it seeks to build operational capability to support its ambition of becoming an exploration and production (E&P) company in Venezuela.
Transaction Overview
Under the non-binding heads of terms, Apertura will acquire the entire issued share capital of Conterp on a cash-free, debt-free basis, representing 5.5 times current year adjusted EBITDA for the financial year ending December 2026.
The total consideration will be settled equally, with 50 per cent through the issuance of new ordinary shares and 50 per cent in cash.
Concurrently, Apertura plans to raise between £10 million and £30 million in incremental growth capital through a placing to facilitate the enlarged group’s expansion plans and transition into Venezuela.
The placing is intended to provide the financial firepower necessary to support the Company’s growth strategy and ensure the enlarged group has sufficient resources to execute its ambitious plans in the Venezuelan market.
About Conterp
Headquartered in Salvador, Brazil, Conterp is an established oilfield services company with a 25-year operating history and a growing presence in the Brazilian onshore energy services market.
The company provides a comprehensive range of services across workover, drilling, well services, field operations, asset integrity management and maintenance, demonstrating its versatility and deep technical expertise. It currently owns a total of 12 workover rigs and operates 2 drilling rigs, with operations concentrated in the North-East of Brazil and two contracts currently active in Amazonas.
Conterp holds ISO 9001, ISO 14001 and ISO 45001 certifications, reflecting its commitment to quality, environmental responsibility and occupational health and safety standards.
Its client portfolio includes major operators and energy companies such as Petrobras, Eneva and The Dow Chemical Company, underscoring the trust that industry leaders place in its services.
Financially, for the last twelve months to June 2026, Conterp delivered £26.4 million of unaudited revenue, generating £3.9 million of unaudited adjusted EBITDA.
These figures demonstrate the business’s profitability and cash generative nature, providing the enlarged Apertura group with immediate revenue streams and a solid financial foundation upon which to build.
Strategic Rationale: The Venezuelan Opportunity
The Directors believe that Venezuela, which holds the world’s largest proven hydrocarbon reserves and a significant base of related energy infrastructure, presents a compelling opportunity despite decades of under-investment, the departure of international operators, sanctions and operational decline that have left a broad range of upstream assets operating materially below their potential.
At the same time, the availability of reliable equipment, services capacity and technical capability has been significantly reduced, creating a supply-demand imbalance that favours those who can bring operational solutions to the table.
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.
However, the ability to restore, maintain and increase production requires reliable access to equipment, experienced personnel, procurement systems, production support and operational execution capability.
Crucially, 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.
Apertura’s primary strategic objective has not changed and remains to become an E&P company in Venezuela. The proposed acquisition is therefore intended to accelerate this strategy by transforming the Company into an operating entity with an established platform, revenue, a balance sheet, and access to various financing instruments.
Conterp would bring to the enlarged group 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 this acquisition would enable the enlarged group to become a relevant employer of Venezuelan personnel across technical, operational, executive and support functions, embedding the Company within the local economy and building lasting relationships.
Operational Advantages and Value Proposition
The ownership of this operational capability would mitigate execution risk significantly by reducing reliance on third parties, improving control over operational cost, timing, service quality and operational delivery.
This vertical integration provides a clearer route from the acquisition of an upstream asset to production and cash flow, shortening the timeline between investment and returns.
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, broadening the universe of potential partners and expanding access to assets beyond those the Company could pursue independently.
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 its ability to negotiate participation in upstream assets on favourable terms.
This differentiated proposition positions the Company advantageously in what is expected to become an increasingly competitive environment.
Perhaps most significantly, the proposed acquisition allows the Company to acquire this operational capability at a price reflecting Conterp’s current Brazilian operations rather than its future value in Venezuela.
This represents what the Directors believe to be an attractive entry point that captures the potential upside as the business expands into new markets.
Related Party Transaction
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 constitutes 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 comprising David Williams, Chris Steele and Carlos Bellorin in order to progress the proposed acquisition.
Scott and Greig Gilbert will recuse themselves of all Company decision making in relation to the proposed acquisition, ensuring that the transaction is scrutinised and negotiated on terms that are fair and reasonable to shareholders.
The independent committee will oversee the due diligence process, negotiate the final terms, and make recommendations to shareholders regarding the merits of the transaction.
Heads of Terms and Conditions
Under the heads of terms, 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 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, 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.
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.
