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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 1 November 2022 regarding a successfully placed private placement
(the “Private Placement”) of new shares in the Company, raising gross proceeds
of NOK 1,536 million (corresponding to approximately USD 150 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 229,250,000 new shares in the Company (the “New Shares”).
The Private Placement consists of one tranche of 110,822,311 New Shares
(“Tranche 1”) and a second tranche of 118,427,689 New Shares (“Tranche 2”),
allocated among applicants on a pro-rata basis based on their overall allocation
in the Private Placement (subject to rounding).
It is expected that the share capital increase relating to the issuance of the
New Shares will be registered with the Norwegian Register of Business
Enterprises on or about 24 November 2022, and that the Private Placement will be
completed by delivery of New Shares against payment (DVP) on or about 25
November 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 Company expects that a listing prospectus
(the “Prospectus”) will be approved by the Financial Supervisory Authority of
Norway prior to completion of the Private Placement, in which case the New
Shares allocated to investors in Tranche 2 will be tradeable on Oslo Børs at the
same time as the New Shares allocated to investors in Tranche 1. In the event
the Prospectus is not approved prior to completion of the Private Placement, the
New Shares allocated in Tranche 2 will not be tradeable on Oslo Børs until the
Prospectus has been approved and will be issued on a separate ISIN until such
Prospectus is published, which in any event is expected to occur shortly after
completion of the Private Placement.
The EGM also approved a share capital increase pertaining to the Subsequent
Offering of up to 45,841,000 new shares at a subscription price of NOK 6.70 per
share for gross proceeds of up to approximately NOK 307 million, as further
announced on 2 November 2022. Subject to approval of the Prospectus, the
subscription period for the Subsequent Offering is expected to commence on or
about 28 November 2022. Further information will be published by the Company
once the Prospectus has been approved.
Minutes from the EGM are attached to this notice and can be downloaded at the
Company’s website www.pgs.com or www.newsweb.no.
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 the EU
Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian
Securities Trading Act.
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