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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.
PGS ASA (“PGS” or the “Company”) today announces that it is contemplating a
private placement (the “Private Placement”) of new ordinary shares (the “New
Shares”) for gross proceeds of up to USD 150 million (corresponding to
approximately NOK 1,537 million).
PGS is currently seeing an ongoing market recovery with strengthening demand for
its marine geophysical services, and expects that markets will improve further
in 2023.
It is known in the market that PGS is in the lead position for award of a
significant 4D acquisition contract in Brazil scheduled to start in Q2 2023. PGS
has not received a formal contract award, and until such time, the Company
cannot be certain that an award will take place, but in the Company’s view, it
is currently moving towards a likely award to PGS. If awarded, this contract
will significantly increase the Company’s order backlog and booking.
The Company intends to use the net proceeds from the Private Placement to reduce
its leverage. The proceeds will position PGS to manage 2023 debt amortization
and extend the re-financing window to March 2024. A strengthened balance sheet,
together with the ongoing market recovery in the marine geophysics market, will
reduce the refinancing risk and the expected cost of a refinancing.
The Private Placement is directed towards investors subject to, and in
compliance with, applicable exemptions from relevant prospectus or registration
requirements. PGS has retained Carnegie AS and Pareto Securities AS (the
“Managers”) as Joint Bookrunners in the Private Placement.
The subscription price for the New Shares (the “Subscription Price”) will be
determined by the Board of Directors in PGS ASA (the “Board”) based on an
accelerated book-building process.
The transaction has received strong support from existing shareholders in the
Company, including indications of an aggregated amount of USD 65 million from
Coltrane Asset Management LP, DNB Asset Management AS, MH Capital AS and funds
managed by Vicama AS.
Members of the Company’s management and Board have indicated an intention to
subscribe for an aggregate of 1,375,758 New Shares, including the following
individuals: Rune Olav Pedersen, CEO (175,000 shares) and Gottfred Langseth, CFO
(300,000 shares).
The application period for the Private Placement will commence today, 1 November
2022 at 16:30 hours CET and is expected to close on or before 2 November 2022 at
08:00 hours CET. The Company, after consultation with the Managers, reserves the
right to, at any time and in its sole discretion, close or extend the
application period or to cancel the Private Placement in its entirety without
notice.
Allocation of the New Shares will be determined after the expiry of the book-
building process at the Board’s sole discretion, based on criteria such as
existing ownership in the Company, pre-commitments, timeliness of the
application, price leadership, relative order size, sector knowledge, investment
history, perceived investor quality and investment horizon. The New Shares will
be allocated by the Board on a conditional basis subject to, among other things,
the Company’s shareholders resolving to issue the New Shares at the EGM (as
defined below). No guarantee can be given that such resolution will be passed.
Completion of the Private Placement by delivery of New Shares to investors is
conditional upon, among other things, (i) the Board resolving to proceed with
the Private Placement, allocate the New Shares and call for an extraordinary
general meeting (the “EGM”) expected to be held on or about 23 November 2022;
(ii) the EGM’s approval of the Private Placement and issuance of the New Shares;
and (iii) registration of the share capital increase pertaining to the New
Shares with the Norwegian Register of Business Enterprises (the “NRBE”) and the
New Shares being validly issued and registered in the VPS (the “Conditions”).
Investors being allocated shares in the Private Placement and who hold shares in
the Company as of the date of the EGM undertake to vote in favour of the Private
Placement and any Subsequent Offering (as defined below) at the EGM. The Private
Placement will be cancelled if the mentioned Conditions are not fulfilled or
waived.
The Private Placement consists of one tranche with up to 110,822,311 New Shares
(“Tranche 1”) and a second tranche with a number of New Shares which results in
a total transaction (i.e. both tranches) equal to the final offer size (“Tranche
2”). Applicants will receive a pro-rata portion of New Shares in Tranche 1 and
Tranche 2 based on their overall allocation in the Private Placement (subject to
rounding).
The Private Placement is expected to be settled on a delivery-versus payment
(DVP) basis shortly after the EGM. 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 NRBE. 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
until such prospectus is published, expected to occur during December 2022 (the
“Prospectus”).
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States, subject to applicable
exemptions from any prospectus and registration requirements and in reliance on
Regulation S. under the U.S, Securities Act 1933, as amended (the “Securities
Act”), and (b) to investors in the United States who are QIBs as defined in Rule
144A under the Securities Act, and to “major U.S. institutional investors” as
defined in SEC Rule 15a-6 under the United States Exchange Act of 1934, in each
case subject to an exemption being available from offer prospectus requirements
and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
The contemplated Private Placement involves the setting aside of the
shareholders’ preferential rights to subscribe for the New Shares. The Board is
of the view that it is in the common interest of the Company and its
shareholders to raise equity through a private placement, in view of the current
market conditions and the Company’s need for refinancing of its debt. A private
placement enables the Company to reduce execution and completion risk, allows
for the Company to raise capital more quickly, raise capital at a lower discount
compared to a rights issue and without the underwriting commissions normally
seen with rights offerings.
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and the EGM,
(iii) prevailing market price of PGS’ shares being higher than the Subscription
Price, and (iv) approval of the Prospectus by the Norwegian Financial
Supervisory Authority, PGS will consider to carry out a subsequent offering (the
“Subsequent Offering”) of new shares in the Company. A Subsequent Offering will,
if made, be directed towards eligible shareholders in PGS who (i) are
shareholders in the Company as of 1 November 2022, as registered in PGS’
register of shareholders with Euronext Securities Oslo, the central securities
depositary in Norway (Nw. Verdipapirsentralen) (the “VPS”) on 3 November 2022,
(ii) are not allocated New Shares in the Private Placement, and (iii) are not
resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the “Eligible Shareholders”). The Eligible
Shareholders are expected to be granted non-tradable allocation rights. If
carried out, the subscription period in a Subsequent Offering is expected to
commence shortly after publication of the Prospectus, expected to occur during
December 2022, and the subscription price in the Subsequent Offering will be the
same as the Subscription Price in the Private Placement. PGS will issue a
separate stock exchange notice with further details on the Subsequent Offering
if and when finally resolved.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection
with the Private Placement.
Contacts:
Bård Stenberg, VP IR & Corporate Communication
Mobile: +47 99 24 52 35
***
PGS 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 Company 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 and “major U.S. institutional
investors” as defined in SEC Rule 15a-6 under the United States Exchange Act of
1934.
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 believes 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 investment levels
and need for the Company’s services, 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 considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Bård Stenberg, VP IR &
Corporate Communications at PGS ASA on the time and date provided.
Kilde
