F-1: OMS Energy Technologies Eyes Nasdaq Listing with F-1 Filing
Registration Statement
OMS Energy Technologies Inc. files for an initial public offering on the Nasdaq Capital Market, aiming to fuel growth in the oilfield services and manufacturing sector.
Summary
- OMS Energy Technologies Inc., a Cayman Islands company, has filed an F-1 registration statement for an IPO on the Nasdaq Capital Market.
- The company manufactures surface wellhead systems (SWS) and oil country tubular goods (OCTG) for the oil and gas industry, primarily in the Asia Pacific and MENA regions.
- The IPO includes an offering of Ordinary Shares, with an anticipated initial public offering price between US$[] and US$[] per share.
- Roth Capital Partners, LLC is acting as the lead managing underwriter and bookrunner for the offering.
- The company intends to use the net proceeds for product research and development, marketing and sales, compliance and governance, and working capital.
- OMS Energy Technologies Inc. operates through subsidiaries in Singapore, Saudi Arabia, Indonesia, Thailand, Malaysia, and Brunei.
- The company's revenue increased from $97.5 million in FY2023 to $181.4 million in the combined year ended March 31, 2024.
- Net profit increased from $12.4 million in FY2023 to $81.1 million for the combined year ended March 31, 2024.
- The company has an experienced management team led by Mr. How Meng Hock, who has over 30 years of experience in the oil and gas sector.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook with strong revenue and profit growth, but also highlights several risks and challenges associated with the business and industry.
Positives
- Experienced producer of OCTG and SWS for Asia Pacific and MENA.
- Broad footprint of strategic locations that allows us to quickly respond to customer needs.
- High-quality and diverse customer base.
- Strong free cash flow capabilities and balance sheet.
- Experienced and knowledgeable management team.
Negatives
- The company is dependent on a small number of key customers for continued sale of its products and services.
- The company's business model has a long cashflow conversion cycle.
- The trading price of the company's Ordinary Shares may be volatile, which could result in substantial losses to investors.
- Because the initial public offering price per share is substantially higher than the company's net tangible book value per share, you will experience immediate and substantial dilution.
Risks
- Adverse developments affecting the oil and natural gas industry could have a material adverse effect on the company's business.
- The company's business involves many hazards and operational risks.
- Compliance with and changes in laws could be costly and could affect operating results.
- The company's backlog is subject to unexpected adjustments and cancellations.
- The company may lose money on fixed-price contracts.
- The company is dependent on its customers' willingness to undertake drilling and completion spending.
- The company may need to obtain additional capital or financing to fund expansion of its asset base.
- The company is dependent on a small number of key customers for continued sale of its products and services.
- The company operates in highly competitive markets.
- The company's operations rely on an extensive network of information technology resources and are subject to cyber security risks.
- The company's Indonesian operations are subject to pending regulatory approvals and licenses.
- An active trading market for the company's Ordinary Shares may not be established.
- The trading price of the company's Ordinary Shares may be volatile.
- The company's controlling shareholder has substantial influence over the company.
- As a company incorporated in the Cayman Islands, you may face difficulties in protecting your interests.
Future Outlook
The company expects its production facilities will require minimal maintenance capital expenditures on an annual basis, which will enable it to generate strong free cash flow and returns.
Management Comments
- The management team is also comprised of individuals who have over 15 years experience in the upstream oil and gas sector.
- We strive for continued operational excellence with the goal of providing high-quality products at competitive prices.
- Our goal is to maximize operational benchmarks by leveraging skilled manufacturing and supply chain management processes.
Industry Context
The oilfield service and manufacturing industry is tied to fluctuating oil prices, reflecting global supply and demand, impacting profitability and expenditure.
Comparison to Industry Standards
- The company's products are designed, manufactured and certified with the American Petroleum Standards (API) and International Organization of Standardization (ISO).
- The company competes with Schlumberger, Technip FMC, BakerHughes, OilState Industries, National Oilwell Varco and Dril-Quip for the same pool of potential customers.
Legal Proceedings
- As of March 31, 2024, OMS Oilfield Services Arabia Limited (OMSA), a wholly-owned subsidiary of the Successor, is involved in two tax dispute matters incidental to the ordinary conduct of its business.
Related Party Transactions
- The company has engaged in related party transactions with entities controlled by its ultimate controlling party and its CEO.
- These transactions include revenue, cost of revenue, other income, finance income, and finance costs.
Stakeholder Impact
- Shareholders may experience dilution due to the issuance of new shares in the IPO.
- Employees may benefit from the company's growth and expansion plans.
- Customers may benefit from the company's focus on providing high-quality products and customer service.
Next Steps
- The company has applied to list the Ordinary Shares on the Nasdaq Capital Market.
- The company will issue to Roth Capital Partners, LLC, as the representative, the representatives warrants entitling the representative to purchase 3.5% of the aggregate number of Ordinary Shares issued in this offering, including any shares issued pursuant to exercise of the underwriters over-allotment option.
Key Dates
| Date | Description |
|---|---|
| July 5, 2022 | OMS Energy Technologies Pte Ltd. (OMSET PL) incorporated in Singapore. |
| January 4, 2023 | Share Purchase Agreement signed between Sumitomo Corporation and OMSET PL for the acquisition of OMS Holdings Pte Ltd. |
| June 16, 2023 | Management Buyout (MBO) completed, with OMSET PL acquiring OMS Holdings Pte Ltd. |
| December 27, 2023 | OMS Energy Technologies Inc. (OMSET INC) incorporated in the Cayman Islands. |
| March 28, 2024 | OMSET INC distributed newly issued shares to OMSET PL in exchange for 100% of the shares of OMS owned by OMSET PL. |
| March 31, 2024 | Shares of OMSET INC owned by OMSET PL were distributed to its shareholders. |
| April 11, 2024 | Share Redesignation approved, redesignating Class A and Class B ordinary shares into ordinary shares. |
| May 7, 2024 | Company issued a total of 5,000 Ordinary Shares to existing shareholders. |
| September 30, 2024 | Convertible notes converted into 750 Ordinary Shares. |
| October 23, 2024 | Company issued a total of 38,729,250 Ordinary Shares on a pro rata basis to all of its existing shareholders. |
| November 4, 2024 | Date of F-1 filing. |
Keywords
IPO, oilfield services, OCTG, SWS, Nasdaq, energy, manufacturing, Asia Pacific, MENA, Roth Capital Partners
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