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INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcements by PGS ASA (“PGS” or the
“Company”) on 4 and 5 May 2022 regarding a successfully placed private placement
(the “Private Placement”) of new shares in the Company, raising gross proceeds
of approximately NOK 800 million, a potential subsequent offering (the
"Subsequent Offering) of new shares, and the calling for an extraordinary
general meeting (the “EGM”) in the Company to approve the Private Placement and
the Subsequent Offering.
The EGM was today held as a virtual meeting, and all resolutions on the agenda
were approved, including the share capital increase pertaining to the Private
Placement by issuing 216,216,216 new shares in the Company (the “New Shares”).
The Private Placement consists of one tranche of 74,200,000 New Shares (“Tranche
1”) and a second tranche of 142,016,216 New Shares (“Tranche 2”), allocated
among applicants on a pro-rata basis based on their overall allocation in the
Private Placement (subject to rounding).
As announced on 24 May, 2022, the condition for the Company having obtained
commitments for approximately $50 million in new, senior secured debt on terms
and conditions acceptable to the Company ahead of the EGM has been met.
It is expected that the share capital increase will be registered with the
Norwegian Register of Business Enterprises on or about 30 May 2022, and that the
Private Placement will be completed by delivery of New Shares against payment
(DVP) on or about 31 May 2022. The New Shares allocated to investors in Tranche
1 will be tradable on Oslo Børs following approval by the EGM and registration
of the share capital increase pertaining to the Private Placement with the
Norwegian Register of Business Enterprises. The New Shares allocated to
investors in Tranche 2 will not be tradable on Oslo Børs until a listing
prospectus has been approved by the Financial Supervisory Authority of Norway
and will be issued on a separate ISIN NO0012535840 until such prospectus is
published, expected late June 2022 (the “Prospectus”).
Following registration of the share capital increase pertaining to New Shares,
the issued share capital of the Company is expected to be NOK 1,850,718,840
comprising 616,906,280 shares, each with a nominal value of NOK 3.00.
The EGM also approved a share capital increase pertaining the Subsequent
Offering of up to 38,155,803 new shares at a subscription price of NOK 3.70 per
share for gross proceeds of up to NOK 141,176,471.10, as further announced on 4
May 2022. Completion of the Subsequent Offering is subject to several
conditions, as further announced on 4 May 2022, including that the prevailing
market price is higher than the subscription price for the new shares and that
the Prospectus is approved and published. Subject to such conditions, it is
expected that subscription period for any such Subsequent Offering (if made)
will commence late June 2022.
Minutes from the EGM are attached to this notice and can be downloaded at the
Company’s website www.pgs.com (http://www.pgs.com).
Contacts:
Bård Stenberg, VP IR & Corporate Communication
Mobile: +47 99 24 52 35
***
PGS and its subsidiaries is a fully integrated marine geophysical company that
provides a broad range of seismic and reservoir services, including data
acquisition, imaging, interpretation, and field evaluation. Our services are
provided to the oil and gas industry, as well as to the broader and emerging new
energy industries, including carbon storage and offshore wind. The group
operates on a worldwide basis with headquarters in Oslo, Norway and the PGS
share is listed on the Oslo stock exchange (OSE: PGS). For more information on
PGS visit www.pgs.com (http://www.pgs.com).
***
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of PGS. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operate, the Company’s ability to
attract, retain and motivate qualified personnel, changes in the Company’s
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not provide any guarantees that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
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