TGS-NOPEC Geophysical Company

TekBot · august 10, 2022, 1:54pm

TGS Awards Performance Share Units and Restricted Share Units

OSLO, Norway (10 August 2022) - TGS has issued awards of Performance Share Units
(PSUs) and Restricted Share Units (RSUs) to 113 key employees of the Company, as
authorized by the shareholders of the Company at its Annual General Meeting on
…

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11 May 2022. The PSUs and RSUs are secured by free-standing warrants that, upon
vesting of the PSUs and RSUs in accordance with their terms, are convertible to
shares of the Company’s common stock. Each PSU represents the right to receive
the maximum of one share, while each RSU represents the right to receive one
share.

The PSUs are granted to members of the executive and senior leadership teams and
will vest on 9 August 2025, provided the employee remains employed with TGS on
the vesting date. Upon vesting, the PSUs will be converted to TGS shares on the
terms approved by the Annual General Meeting, depending on performance versus
target metrics. The number of shares will be determined by multiplying the
number of PSUs granted by a factor of 0% to 100%. The factor is determined by
performance against three target metrics: (i) relative return on average capital
employed compared against a defined peer group of companies, (ii) TGS’ return on
average capital employed, and (iii) HSE and ESG goals. Each of the performance
metrics is measured for the period 1 January 2022 through 31 December 2024.

The RSUs are granted to certain key employees and will also vest on 9 August
2025, provided the employee remains employed at vesting and has achieved a
satisfactory performance rating against their goals over the three-year plan
period. Upon vesting, the holder of the RSUs will receive an equivalent number
of TGS shares.

The list of the primary insiders receiving PSUs and RSUs is attached. The
maximum number of new shares to be issued under the awarded PSUs and RSUs is
550,000.

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · august 15, 2022, 11:29am

Reduction in Share Capital Registered

TekBot · august 19, 2022, 9:33am

TGS Announces Share Repurchase Program

OSLO, Norway (18 August 2022) - TGS ASA today announced that its Board of
Directors has authorized a share repurchase program of up to USD 20 million. The
program represents a continuation of the Company’s prior share repurchase
…

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programs, with the most recent program concluding in May 2022. The program
reflects the Company’s strong financial and liquidity position and cash flow
outlook.

The share repurchase program will be in place until the Company’s annual general
meeting in May 2023, or such earlier time as the maximum number of shares has
been acquired or the program is otherwise resolved terminated.

The share repurchases will be conducted based on the authorization to acquire
treasury shares granted at the Company’s annual general meeting on 11 May 2022.

Any repurchased shares will be held in treasury and may, subject to approval by
a general meeting, thereafter be cancelled. Repurchased shares may also, in
part, be used to satisfy obligations under incentive programs and/or otherwise
disposed of, including for cash or in-kind consideration as part of
transactions.

It is expected that shares will primarily be repurchased in the open market on
the Oslo Stock Exchange.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
CFO
Tel: +47 90 94 36 73
E-mail: investor@tgs.com (mailto:investor@tgs.com)

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ materially
from those expected or projected in the forward-looking statements. TGS
undertakes no responsibility or obligation to update or alter forward-looking
statements for any reason.

Kilde

TekBot · august 24, 2022, 11:22am

Launch of the recommended voluntary exchange offer by TGS to acquire all shares in Magseis and commencement of acceptance period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
…

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WOULD BE UNLAWFUL

OSLO, Norway (24 August 2022) - Reference is made to the stock exchange
announcement on 29 June 2022 regarding the recommended voluntary exchange offer
(the “Offer”) by TGS ASA (“TGS”, OSE: TGS) to acquire all shares in Magseis
Fairfield ASA (“Magseis”, OSE: MSEIS).

Following approval today of the offer document (the “Offer Document”) by the
Oslo Stock Exchange, the Offer has now been formally launched and the acceptance
period for the Offer has commenced. The acceptance period will expire at 16:30
hours (CEST) on 21 September 2022, subject to extensions by TGS (but will in no
event be extended beyond 16:30 hours (CET) on 1 November 2022).

For further details, please refer to the launch announcement available on the
Magseis ticker on www.newsweb.no (or use the following link:
www.newsweb.oslobors.no/message/569497). The complete Offer Document will be
distributed to Magseis shareholders and will also be electronically available on
www.abgsc.no.

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for
the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic
Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as
legal advisor to Magseis.

Contacts:

TGS:
Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com

Stig Hognestad, CFO
Tel: +47 902 59 040
Email: stig.hognestad@magseisfairfield.com

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Important notice:

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People’s Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer for sale of, or a solicitation of an offer to
purchase or subscribe for, any securities in the United States.

The Offer or Consideration Shares referred to in this release have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. The information contained in this
announcement is for informational purposes only and does not purport to be full
or complete. TGS does not intend to conduct a public offering in the United
States. The Consideration Shares will only be sold to persons outside the United
States in accordance with Regulation S of the U.S. Securities Act. For U.S.
persons or to persons that are otherwise subject to the securities laws of the
United States, the Consideration Shares will only be sold to “accredited
investors,” as defined in Rule 501(a) under Regulation D under the U.S.
Securities Act, pursuant to the exemption from registration provided by Rule
506(c) under such U.S. Securities Act. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”).

This announcement is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons. This
announcement has been prepared on the basis that any offer of securities in any
Member State of the European Economic Area which has implemented the Prospectus
Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a
“Relevant Member State”) will be made pursuant to an exemption under the
Prospectus Regulation, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of securities. Accordingly, any
person making or intending to make any offer in that Relevant Member State of
securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation
or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation,
in each case, in relation to such offer. Neither TGS nor any of the advisors
have authorised, nor do they authorise, the making of any offer of the
securities through any financial intermediary, other than offers made by TGS
which constitute the final placement of the securities contemplated in this
announcement. Neither TGS nor any of the advisors have authorised, nor do they
authorise, the making of any offer of securities in circumstances in which an
obligation arises for the Company to publish or supplement a prospectus for such
offer.

This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer or
the future plans and objectives of TGS or Magseis are forward-looking statements
that involve risk and uncertainties. There can be no assurances that such
statements will prove to be accurate and actual results could differ materially
from those anticipated in such statements.

Neither TGS, Magseis nor any of their advisors and/or any of their affiliates or
any of their respective directors, officers, employees, advisers, agents or any
other person(s) accept any responsibility or liability whatsoever for, or make
any representation or warranty, express or implied, as to the accuracy,
completeness or fairness of the information or opinions in this announcement (or
whether any information has been omitted from this announcement) or any other
information relating the Offer, TGS or Magseis.

The issue, subscription or purchase of shares in TGS is subject to specific
legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis
nor their advisors assume any responsibility in the event there is a violation
by any person of such restrictions.

Kilde

TekBot · august 25, 2022, 3:13pm

TGS Share Repurchase

OSLO, Norway (25 August 2022) - On period from 19 to 25 August 2022, TGS ASA
(TGS) purchased 70,000 own shares on the Oslo Stock Exchange at an average price
of NOK 149.4 per share. Following the purchase, TGS owns 245,000 shares,
…

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representing 0.211% of the total outstanding shares.

The shares were purchased in connection with the share repurchase announced on
19 August 2022.

±-----------------------------------------------------------------------------+
|Overview of transactions |
±---------------------±-----------------±---------------±------------------+
|Date |Aggregated daily |Weighted average|Total daily |
| |volume (number of |share price per |transaction value |
| |shares) |day (NOK) |(NOK) |
±---------------------±-----------------±---------------±------------------+
|19-Aug-22 |10,000 |144.3051 |1,443,051 |
±---------------------±-----------------±---------------±------------------+
|22-Aug-22 |20,000 |143.4140 |2,868,280 |
±---------------------±-----------------±---------------±------------------+
|24-Aug-22 |20,000 |154.7899 |3,095,798 |
±---------------------±-----------------±---------------±------------------+
|25-Aug-22 |20,000 |152.5435 |3,050,870 |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
|Previously disclosed |0 |n/a |0 |
|buy-backs under the | | | |
|program (accumulated) | | | |
±---------------------±-----------------±---------------±------------------+
|Accumulated under the |70,000 |149.4000 |10,457,999 |
|buy-back program | | | |
±---------------------±-----------------±---------------±------------------+
| |
±-----------------------------------------------------------------------------+
|The issuer’s holding of own shares: |
| |
|Following the completion of the above transactions, TGS owns a total of |
|245,000 own shares, corresponding to 0.211% of TGS’ share capital. |
| |
| |
| |
|Appendix: |
| |
|An overview of all transactions made under the buy-back program that have been|
|carried out during the above-mentioned time period is attached to this report |
|and available at www.newsweb.no. |
±-----------------------------------------------------------------------------+

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · august 25, 2022, 4:42pm

Correction: TGS Share Repurchase

OSLO, Norway (25 August 2022) - On period from 19 to 25 August 2022, TGS ASA
(TGS) purchased 70,000 own shares on the Oslo Stock Exchange at an average price
of NOK 149.4 per share. Following the purchase, TGS owns 245,000 shares,
…

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representing 0.211% of the total outstanding shares.

The shares were purchased in connection with the share repurchase announced on
19 August 2022.

±-----------------------------------------------------------------------------+
|Overview of transactions |
±---------------------±-----------------±---------------±------------------+
|Date |Aggregated daily |Weighted average|Total daily |
| |volume (number of |share price per |transaction value |
| |shares) |day (NOK) |(NOK) |
±---------------------±-----------------±---------------±------------------+
|19-Aug-22 |10,000 |144.3051 |1,443,051 |
±---------------------±-----------------±---------------±------------------+
|22-Aug-22 |20,000 |143.4140 |2,868,280 |
±---------------------±-----------------±---------------±------------------+
|24-Aug-22 |20,000 |154.7899 |3,095,798 |
±---------------------±-----------------±---------------±------------------+
|25-Aug-22 |20,000 |152.5435 |3,050,870 |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
|Previously disclosed |0 |n/a |0 |
|buy-backs under the | | | |
|program (accumulated) | | | |
±---------------------±-----------------±---------------±------------------+
|Accumulated under the |70,000 |149.4000 |10,457,999 |
|buy-back program | | | |
±---------------------±-----------------±---------------±------------------+
| |
±-----------------------------------------------------------------------------+
|The issuer’s holding of own shares: |
| |
|Following the completion of the above transactions, TGS owns a total of |
|245,000 own shares, corresponding to 0.211% of TGS’ share capital. |
| |
| |
| |
|Appendix: |
| |
|An overview of all transactions made under the buy-back program that have been|
|carried out during the above-mentioned time period is attached to this report |
|and available at www.newsweb.no. |
±-----------------------------------------------------------------------------+

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · august 29, 2022, 5:01am

TGS Announces Swanson 3D Multi-client Program Onshore Canada

OSLO, Norway (29 August 2022) - TGS, a global provider of energy data and
intelligence, today announced Swanson 3D, a new onshore multi-client 3D seismic
survey within the Montney Basin of Northeast British Columbia, Canada.
…

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The Swanson 3D project will add over 100 square kilometers of high-quality
seismic data, complimenting the extensive 3D seismic coverage within the core
area of the Montney Basin. Phase IV of TGS’ low-impact source testing will be
applied throughout the project, reinforcing our commitment to dramatically
lowering environmental footprints throughout seismic acquisition projects.
Through cooperation with the area’s Stakeholders and several First Nation
Communities, the pre-planning for Swanson 3D is well underway. Fuel emissions
recording, reduced line widths, no-cut areas and low-impact source methods will
be prevalent throughout the project.

Kristian Johansen, CEO at TGS, commented, “The Swanson 3D project is another
great addition to TGS’ high-quality seismic data coverage in the Montney Basin,
further expanding our extensive library onshore Canada. From seismic to well log
and interpretation datasets, combined with our commitment to sustainable
operations, we are uniquely positioned to help our customers gain subsurface
insight and provide significant benefits to their exploration and production
efforts.”

Acquisition will commence in Q4 2022, with data delivery expected in May 2023.

This project is supported by industry funding.

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · august 30, 2022, 5:01am

TGS Vesting Under the 2019 Long-term Incentive Plan

OSLO, Norway (30 August 2022) - In accordance with the measures approved by the
shareholders of TGS at the Annual General Meeting on 8 May 2019, the Board of
Directors of TGS NOPEC Geophysical Company ASA authorized TGS to grant
…

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Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) under the 2019
Long Term Incentive Plan to key employees of TGS on 30 August 2019. Each RSU
represented the right to receive one share, while each PSU represented the right
to receive a maximum of one share depending on performance against target
metrics during the measurement period of 1 January 2019 to 31 December 2021.
The granted PSUs and RSUs were secured by free-standing warrants.

In accordance with the terms of the 2019 Long Term Incentive Plan, the PSUs and
RSUs vested on 30 August 2022, resulting in a total of 68 PSU/RSU holders having
the right to request the issuance of a total of 170,164 TGS shares at par value
NOK 0.25. The TGS Board of Directors determined that the final payout on the
PSUs is 40% based on the achievement of performance metrics set forth in the
plan, resulting in a total of 87,664 shares issuable to fifteen holders of the
vested PSUs. In addition, 82,500 shares are issuable to fifty-three employees
for the vesting of the RSUs.

PSU/RSU holders have the option of allowing a portion of their vested shares to
be cash settled by TGS, using the fair market value of the shares as defined
under the plan, to cover tax withholding obligations and other necessary
deductions that arise in connection with the vest.

The following primary insiders have the right to request the issuance of the
following number of TGS shares related to the vesting of the PSUs/RSUs, a
portion of which may be cash-settled as described above:

----William J.C. Ashby – 8,400 shares

----Whitney Eaton -- 2,352 shares

----David Hajovsky - 17,352 shares

----Kristian Kuvaas Johansen – 22,848 shares

----Sven Borre Larsen - 8,400 shares

----Tana LaDon Pool -- 8,400 shares

----Jan Schoolmeesters - 8,400 shares

----Amund Soia – 2,352 shares

Attached is the list of primary insiders reflecting the balance of free-standing
warrants relating to granted PSUs and RSUs after the vesting of the 2019 Long
Term Incentive Plan.

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · august 30, 2022, 9:49am

Substantial Shareholding Disclosure

TekBot · august 31, 2022, 2:14am

TGS: Mandatory Notification of Trades

OSLO, Norway (30 August 2022) - In February 2019, TGS implemented an
Employee Share Purchase Plan (ESPP) pursuant to which eligible employees can
purchase TGS common shares at a discount through payroll deductions. The ESPP
…

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operates in six-month periods, and at the end of each period, employees have the
option to purchase stock at a 15% discount to the market price at the time of
purchase. The plan sets a maximum purchase of 100 shares per employee per six-
month period. ESPP dividends are reinvested in shares.

The following primary insiders received shares from the dividend reinvestment on
August 24, 2022, and from the ESPP purchase on August 30, 2022 as participants
in the ESPP. The schedule attached reflects the holdings of the primary
insiders following the dividend reinvestment and ESPP purchase.

---- Kristian Kuvaas Johansen - 104 shares
---- Tana LaDon Pool - 104 shares
---- William Ashby - 3
---- Whitney Eaton - 2

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 1, 2022, 5:00am

TGS Closes Transaction to Acquire the Multi-Client and Processing Assets of ION

OSLO, Norway (1 September 2022) - TGS, a global provider of energy data and
intelligence, today announced that on 31 August 2022, it closed its previously
announced (https://www.tgs.com/press-releases/tgs-named-successful-bidder-in-
…

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the-auction-process-for-ion-assets) intent to acquire the multi-client and
processing business of ION Geophysical Corporation (ION) (referred to as the E&P
Technology and Services (EPTS) business). The acquisition includes substantially
all of ION’s global offshore multi-client data library, data processing and
imaging capabilities, intellectual property, and Gemini Extended Frequency
Source technology and equipment. The transaction was concluded as part of ION’s
bankruptcy process in the United States Bankruptcy Court for the Southern
District of Texas.

ION’s data library consists of over 637,000 kilometers of 2D and over 317,000
square kilometers of 3D multi-client seismic data in major offshore petroleum
provinces globally, generating revenues in excess of USD 86M in 2021. TGS funded
the acquisition from its current cash holdings and employed over 60 ION
employees associated with the acquired business as part of the transaction.

Kristian Johansen, CEO at TGS, said: "We are very pleased about closing the ION
acquisition announced on 1 July. While we are excited about taking over another
quality data library, particularly in the South Atlantic, we are equally pleased
to add strong capabilities to our processing business in terms of software,
hardware, imaging technologies and people. This marks another important step to
consolidating the geophysical industry in line with our strategy to create a
stronger and more viable business offering.

We are looking forward to a successful integration."

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 1, 2022, 5:24pm

TGS Share Repurchase

OSLO, Norway (25 August 2022) - On period from 26 August to 1 September 2022,
TGS ASA (TGS) purchased 60,033 own shares on the Oslo Stock Exchange at an
average price of NOK 152.2323 per share. Following the purchase, TGS owns
…

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305,033 shares, representing 0.211% of the total outstanding shares.

The shares were purchased in connection with the share repurchase announced on
19 August 2022.

±-----------------------------------------------------------------------------+
|Overview of transactions |
±---------------------±-----------------±---------------±------------------+
|Date |Aggregated daily |Weighted average|Total daily |
| |volume (number of |share price per |transaction value |
| |shares) |day (NOK) |(NOK) |
±---------------------±-----------------±---------------±------------------+
|26-Aug-22 |5,000 |150.6500 |753,250 |
±---------------------±-----------------±---------------±------------------+
|29-Aug-22 |17,008 |153.3180 |2,607,633 |
±---------------------±-----------------±---------------±------------------+
|30-Aug-22 |7,075 |154.4000 |1,092,380 |
±---------------------±-----------------±---------------±------------------+
|31-Aug-22 |20,000 |151.3185 |3,026,370 |
±---------------------±-----------------±---------------±------------------+
|1-Sep-22 |10,950 |151.5370 |1,659,330 |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
|Previously disclosed |70,000 |149.4000 |10,457,999 |
|buy-backs under the | | | |
|program (accumulated) | | | |
±---------------------±-----------------±---------------±------------------+
|Accumulated under the |130,033 |150.7076 |19,596,962 |
|buy-back program | | | |
±---------------------±-----------------±---------------±------------------+
| |
±-----------------------------------------------------------------------------+
|The issuer’s holding of own shares: |
| |
|Following the completion of the above transactions, TGS owns a total of |
|305,033 own shares, corresponding to 0.263% of TGS’ share capital. |
| |
| |
| |
|Appendix: |
| |
|An overview of all transactions made under the buy-back program that have been|
|carried out during the above-mentioned time period is attached to this report |
|and available at www.newsweb.no. |
±-----------------------------------------------------------------------------+

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 6, 2022, 1:01pm

Recommended Voluntary Exchange Offer by TGS for All Shares in Magseis Fairfield - Condition Regarding Competition Authorities Satisfied

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
…

Vis børsmeldingen

WOULD BE UNLAWFUL

OSLO, Norway (6 September 2022) - Reference is made to the stock exchange
announcement on 29 June 2022 regarding the recommended voluntary exchange offer
(the “Offer”) by TGS ASA (“TGS,” OSE: TGS) to acquire all shares in Magseis
Fairfield ASA (“Magseis,” OSE: MSEIS) and to the stock exchange announcement on
24 August 2022 regarding the formal launch of the Offer.

TGS today announces that it has received clearance, with the applicable
regulatory waiting periods expiring, from the relevant competition authorities
in the jurisdictions where filings were required, thereby satisfying a condition
to consummation of the Offer.

For further details regarding the Offer, please refer to the launch announcement
available on the Magseis ticker on www.newsweb.no (or use the following link:
NewsWeb). The complete Offer document is
electronically available on www.abgsc.no (http://www.abgsc.no/).

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for
the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic
Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as
legal advisor to Magseis.

Contacts:

TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com (mailto:investor@tgs.com)

About TGS

TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Important notice:

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act. It may be unlawful to distribute
this announcement in certain jurisdictions. This announcement is not for
distribution in Australia, Canada, the Hong Kong special administrative region
of the People’s Republic of China, Japan, South Africa, the United States or to
any other jurisdiction where such distribution would be unlawful. The
information in this announcement does not constitute an offer of securities for
sale in such jurisdictions. Persons into whose possession this release comes
should inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement does not constitute an offer for
sale of, or a solicitation of an offer to purchase or subscribe for, any
securities in the United States. The Offer or Consideration Shares referred to
in this release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. TGS does not intend to conduct a
public offering in the United States. The Consideration Shares will only be sold
to persons outside the United States in accordance with Regulation S of the U.S.
Securities Act. For U.S. persons or to persons that are otherwise subject to the
securities laws of the United States, the Consideration Shares will only be sold
to “accredited investors,” as defined in Rule 501(a) under Regulation D under
the U.S. Securities Act, pursuant to the exemption from registration provided by
Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States. In the
United Kingdom, this announcement is for distribution only to and is directed
only at persons who (i) have professional experience in matters relating to
investments which fall within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial
Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations etc”) of the Financial
Promotion Order, or (iii) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “relevant persons”). This
announcement is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons. This announcement has
been prepared on the basis that any offer of securities in any Member State of
the European Economic Area which has implemented the Prospectus Regulation (EU)
(2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member
State”) will be made pursuant to an exemption under the Prospectus Regulation,
as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of securities. Accordingly, any person making or intending
to make any offer in that Relevant Member State of securities, which are the
subject of the offering contemplated in this announcement, may only do so in
circumstances in which no obligation arises for TGS to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither TGS nor any of the advisors have authorised, nor do they
authorise, the making of any offer of the securities through any financial
intermediary, other than offers made by TGS which constitute the final placement
of the securities contemplated in this announcement. Neither TGS nor any of the
advisors have authorised, nor do they authorise, the making of any offer of
securities in circumstances in which an obligation arises for the Company to
publish or supplement a prospectus for such offer. This release contains certain
forward-looking statements within the meaning of the securities laws and
regulations of various international, federal, and state jurisdictions. All
statements, other than statements of historical fact, included herein, including
without limitation, statements regarding the Offer or the future plans and
objectives of TGS or Magseis are forward-looking statements that involve risk
and uncertainties. There can be no assurances that such statements will prove to
be accurate and actual results could differ materially from those anticipated in
such statements. Neither TGS, Magseis nor any of their advisors and/or any of
their affiliates or any of their respective directors, officers, employees,
advisers, agents or any other person(s) accept any responsibility or liability
whatsoever for, or make any representation or warranty, express or implied, as
to the accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating the Offer, TGS or Magseis. The
issue, subscription or purchase of shares in TGS is subject to specific legal or
regulatory restrictions in certain jurisdictions. Neither TGS, Magseis nor their
advisors assume any responsibility in the event there is a violation by any
person of such restrictions.

Kilde

TekBot · september 8, 2022, 3:13pm

TGS Share Repurchase

Oslo, Norway (8 September 2022) - On period from 2 September to 7 September
2022, TGS ASA (TGS) purchased 53,668 own shares on the Oslo Stock Exchange at an
average price of NOK 151.6101 per share. Following the purchase TGS owns
…

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358,701 shares, representing 0.309% of the total outstanding shares.

The shares were purchased in connection with the share repurchase announced on
19 August 2022.

±-----------------------------------------------------------------------------+
|Overview of transactions |
±---------------------±-----------------±---------------±------------------+
|Date |Aggregated daily |Weighted average|Total daily |
| |volume (number of |share price per |transaction value |
| |shares) |day (NOK) |(NOK) |
±---------------------±-----------------±---------------±------------------+
|2-Sep-22 |480 |152.6000 |73,248 |
±---------------------±-----------------±---------------±------------------+
|5-Sep-22 |13,188 |155.3890 |2,049,270 |
±---------------------±-----------------±---------------±------------------+
|6-Sep-22 |20,000 |152.9160 |3,058,320 |
±---------------------±-----------------±---------------±------------------+
|7-Sep-22 |20,000 |147.7886 |2,955,772 |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
|Previously disclosed |130,033 |150.7076 |19,596,962 |
|buy-backs under the | | | |
|program (accumulated) | | | |
±---------------------±-----------------±---------------±------------------+
|Accumulated under the |183,701 |150.9713 |27,733,572 |
|buy-back program | | | |
±---------------------±-----------------±---------------±------------------+
| |
±-----------------------------------------------------------------------------+
|The issuer’s holding of own shares: |
| |
|Following the completion of the above transactions, TGS owns a total of |
|358,701 own shares, corresponding to 0.309% of TGS’ share capital. |
| |
| |
| |
|Appendix: |
| |
|An overview of all transactions made under the buy-back program that have been|
|carried out during the above-mentioned time period is attached to this report |
|and available at www.newsweb.no. |
±-----------------------------------------------------------------------------+

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 12, 2022, 5:01am

TGS Announces Amendment Phase II in the U.S. Gulf of Mexico

OSLO, Norway (12 September 2022) - TGS, a global provider of energy data and
intelligence, today announced Amendment Phase II, a continuation of its ultra-
long offset ocean-bottom node (OBN) acquisition in the U.S. Gulf of Mexico. This
…

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project extends the first phase of the survey that was acquired to the east in
2018.

The 151 OCS block survey will begin in December 2022 and is expected to be
completed during the first quarter of 2023. Key to this project is the uplift
this data will bring to full-waveform inversion (FWI) velocity model building.
The results from this data following processing are expected in Q4 2023. On
completion of this project, TGS will have built a library of over 550 OCS blocks
of ultra-long off-set data in the U.S. Gulf of Mexico over the past four years.

Kristian Johansen, CEO at TGS, commented, “Following the passing of the
Inflation Reduction Act, there is a clear roadmap for future license rounds and
increased activity in the Gulf of Mexico. As a result, TGS feels this is an
ideal time to continue investing in ultra-long offset node data to support
industry needs in this highly prospective area.”

Magseis Fairfield will conduct the data acquisition as a contractor to TGS.

This project is supported by industry funding.

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ
materially from those expected or projected in the forward-looking statements.
TGS undertakes no responsibility or obligation to update or alter forward-
looking statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 13, 2022, 5:01am

TGS Announces New 3D Seismic Survey Close to Dorado and Pavo Discoveries in North-West Australia

This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act

…

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OSLO, Norway (13 September 2022) - TGS, a global provider of energy data and
intelligence, today announced the Capreolus Phase 2 3D seismic survey in the
Carnarvon Basin on the Australian North West Shelf. This survey is adjacent to
the Capreolus Phase 1 survey acquired in 2015 by Polarcus and purchased by TGS
in 2018.

Capreolus Phase 2 will comprise 4,500 square kilometers of multi-client seismic
data located in the Beagle Sub-Basin, an underexplored area on Australia’s North
West Shelf. This area has undergone renewed exploration interest since the
discovery of light oil at Dorado and, more recently, the Pavo discovery in the
adjacent Bedout Sub-Basin.

CEO at TGS, Kristian Johansen, commented, “TGS has been active in Australia
since 1998 with an extensive seismic and well database that is continually
enhanced to meet the exploration needs of the region. Australia presents
attractive investment opportunities with abundant energy resources for
exploration and development. The key to ongoing success in Australia is high-
quality modern seismic data to boost subsurface insight, and the Capreolus Phase
2 survey will deliver on this.”

The PXGEO 2 vessel will mobilize for the survey in December 2022, and the
acquisition is scheduled to be completed in March 2023, with final processing
deliverables anticipated in Q1 2024.

This project is supported by industry funding.

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Forward Looking Statement
All statements in this press release other than statements of historical fact
are forward-looking statements, which are subject to a number of risks,
uncertainties and assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate. These factors
include TGS’ reliance on a cyclical industry and principal customers, TGS’
ability to continue to expand markets for licensing of data, and TGS’ ability to
acquire and process data product at costs commensurate with profitability, as
well as volatile market conditions, which have been exacerbated by the COVID-19
pandemic and the severe drop in oil prices. Actual results may differ materially
from those expected or projected in the forward-looking statements. TGS
undertakes no responsibility or obligation to update or alter forward-looking
statements for any reason.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 14, 2022, 5:01am

TGS Presenting Today at Pareto Securities Annual Energy Conference

TekBot · september 15, 2022, 6:32pm

TGS Share Repurchase

Oslo, Norway (15 September 2022) - On period from 9 September to 15 September
2022, TGS ASA (TGS) purchased 39,814 own shares on the Oslo Stock Exchange at an
average price of NOK 159.4684 per share. Following the purchase TGS owns
…

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398,515 shares, representing 0.343% of the total outstanding shares.

The shares were purchased in connection with the share repurchase announced on
19 August 2022.

±-----------------------------------------------------------------------------+
|Overview of transactions |
±---------------------±-----------------±---------------±------------------+
|Date |Aggregated daily |Weighted average|Total daily |
| |volume (number of |share price per |transaction value |
| |shares) |day (NOK) |(NOK) |
±---------------------±-----------------±---------------±------------------+
|9-Sep-22 |1,271 |149.9000 |190,523 |
±---------------------±-----------------±---------------±------------------+
|13-Sep-22 |5,000 |156.6307 |783,154 |
±---------------------±-----------------±---------------±------------------+
|14-Sep-22 |13,543 |159.1731 |2,155,681 |
±---------------------±-----------------±---------------±------------------+
|15-Sep-22 |20,000 |160.9858 |3,219,716 |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
| | | | |
±---------------------±-----------------±---------------±------------------+
|Previously disclosed |183,701 |150.9713 |27,733,572 |
|buy-backs under the | | | |
|program (accumulated) | | | |
±---------------------±-----------------±---------------±------------------+
|Accumulated under the |223,515 |152.4848 |34,082,646 |
|buy-back program | | | |
±---------------------±-----------------±---------------±------------------+
| |
±-----------------------------------------------------------------------------+
|The issuer’s holding of own shares: |
| |
|Following the completion of the above transactions, TGS owns a total of |
|398,515 own shares, corresponding to 0.343% of TGS’ share capital. |
| |
| |
| |
|Appendix: |
| |
|An overview of all transactions made under the buy-back program that have been|
|carried out during the above-mentioned time period is attached to this report |
|and available at www.newsweb.no. |
±-----------------------------------------------------------------------------+

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

For more information, visit TGS.com (http://www.tgs.com) or contact:

Sven Børre Larsen
Chief Financial Officer
investor@tgs.com (mailto:investor@tgs.com)

Kilde

TekBot · september 21, 2022, 2:20pm

Extension of the offer period for the recommended voluntary exchange offer for all shares in Magseis Fairfield ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
…

Vis børsmeldingen

WOULD BE UNLAWFUL

OSLO, Norway (21 September 2022) - Reference is made to the stock exchange
announcement on 29 June 2022 regarding the recommended voluntary exchange offer
(the “Offer”) by TGS ASA (“TGS” or the “Offeror”, OSE: TGS) to acquire all
shares in Magseis Fairfield ASA (“Magseis Fairfield” OSE: MSEIS) and to the
stock exchange announcement on 24 August 2022 regarding the formal launch of the
Offer. Reference is also made to the offer document for the Offer dated 24
August 2022 (the “Offer Document”), and to the stock exchange announcement on
20 September 2022 regarding the remainder of the expiry of the offer period.

Subject to the terms and conditions set out in the Offer Document, TGS is
offering a consideration to the Magseis Fairfield shareholders in the form of
(i) 0.0426 ordinary shares of TGS and (ii) NOK 2.3592 in cash, per Magseis
Fairfield share.

The Offeror hereby announces an extension of the offer period for the Offer (the
“Offer Period”) until 16:30 hours (CEST) on 28 September 2022, in accordance
with section 3.3.3 (Offer period) and 3.3.6 (Amendments to the offer) of the
Offer Document. As a consequence of the extension, the settlement of the Offer
will be postponed correspondingly. The other terms and conditions of the Offer
will remain unchanged and as set out in the Offer Document.

The extension has been approved by the Oslo Stock Exchange in its capacity as
take-over authority. the Offeror maintains its right to further extend the Offer
Period (one or more times) on the terms and conditions set out in the Offer
Document, however so that the Offer Period may not be extended beyond 16:30
hours (CET) on 1 November 2022.

The Offeror will send a separate stock exchange announcement with an update on
the level of acceptances received and its shareholding in Magseis Fairfield no
later than before the Oslo Stock Exchange opens tomorrow on 22 September 2022,
due to ongoing counting of received acceptances. The Offeror does currently not
hold any Magseis Fairfield shares.

Completion of the Offer remains subject to the fulfilment or waiver by the
Offeror of the conditions for completion of the Offer as set out in Section
3.3.4 (Conditions for completion of the Offer) of the Offer Document (including
the condition for acceptance of the Offer by shareholders representing more than
90% of the shares and votes of Magseis Fairfield on a fully diluted basis),
other than the regulatory approvals condition set out in Section 3.4.10 of the
Offer Document which was announced as satisfied in a stock exchange announcement
made on 6 September 2022.

However, to the Offeror’s knowledge, none of the conditions for the Offer that
refer to events that shall or shall not occur, are as of the date hereof not
satisfied or not capable of being satisfied. The complete terms and conditions
for the Offer and procedures for accepting the Offer are set out in the Offer
Document (as amended by this stock exchange announcement). The Offer can only be
accepted based on the Offer Document. Acceptances of the Offer already received
will remain binding and there is no need for shareholders that have already
accepted the Offer to take any further action to confirm their acceptances or
otherwise. Shareholders that want to accept the Offer, and have not already done
so, must complete and submit the acceptance form which is included in the Offer
Document before 16:30 hours (CEST) on 28 September 2022.

The Offer Document and the acceptance form are, subject to regulatory
restrictions in certain jurisdictions, electronically available at www.abgsc.com
where also contact information can be found for questions related to the Offer
and the acceptance form. The acceptance form includes information on how and
where to submit the form in order to accept the Offer.

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for
the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic
Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as
legal advisor to Magseis Fairfield.

Contact:

TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com

About TGS
TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions

Important notice
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People’s Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. This announcement
does not constitute an offer for sale of, or a solicitation of an offer to
purchase or subscribe for, any securities in the United States.

The Offer or Consideration Shares referred to in this release have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available. The information contained in this
announcement is for informational purposes only and does not purport to be full
or complete. TGS does not intend to conduct a public offering in the United
States. The Consideration Shares will only be sold to persons outside the United
States in accordance with Regulation S of the U.S. Securities Act. For U.S.
persons or to persons that are otherwise subject to the securities laws of the
United States, the Consideration Shares will only be sold to “accredited
investors,” as defined in Rule 501(a) under Regulation D under the U.S.
Securities Act, pursuant to the exemption from registration provided by Rule
506(c) under such U.S. Securities Act. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as “relevant
persons”).

This announcement is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or
investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons. This
announcement has been prepared on the basis that any offer of securities in any
Member State of the European Economic Area which has implemented the Prospectus
Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a
“Relevant Member State”) will be made pursuant to an exemption under the
Prospectus Regulation, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of securities. Accordingly, any
person making or intending to make any offer in that Relevant Member State of
securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation
or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation,
in each case, in relation to such offer. Neither TGS nor any of the advisors
have authorized, nor do they authorize, the making of any offer of the
securities through any financial intermediary, other than offers made by TGS
which constitute the final placement of the securities contemplated in this
announcement. Neither TGS nor any of the advisors have authorized, nor do they
authorize, the making of any offer of securities in circumstances in which an
obligation arises for the company to publish or supplement a prospectus for such
offer.

This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer or
the future plans and objectives of TGS or Magseis Fairfield are forward-looking
statements that involve risk and uncertainties. There can be no assurances that
such statements will prove to be accurate and actual results could differ
materially from those anticipated in such statements.

Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person(s) accept any responsibility or liability whatsoever
for, or make any representation or warranty, express or implied, as to the
accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating the Offer, TGS or Magseis
Fairfield.

The issue, subscription or purchase of shares in TGS is subject to specific
legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis
Fairfield nor their advisors assume any responsibility in the event there is a
violation by any person of such restrictions.

Kilde

TekBot · september 22, 2022, 6:18am

Update on acceptances of the recommended voluntary exchange offer for all outstanding shares in Magseis Fairfield ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, , HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Press release
…

Vis børsmeldingen

Oslo/Houston, 22 September 2022

Update on acceptances of the recommended voluntary exchange offer for all outstanding shares in Magseis Fairfield ASA

Reference is made to the announcements on 29 June 2022 and 24 August 2022, and the offer document dated 24 August 2022 (the “Offer Document”) regarding the recommended voluntary exchange offer by TGS ASA (“TGS” or the “Offeror”, OSE: TGS) to acquire all outstanding shares (the “Shares”) in Magseis Fairfield ASA (“Magseis Fairfield”, OSE: MSEIS) against an offer consideration (the “Offer Consideration”) of (i) 0.0426 ordinary shares in TGS and (ii) NOK 2.3592 in cash (the “Offer”) per Magseis Fairfield share. Reference is further made to the stock exchange announcement dated 21 September 2022 regarding the extension of the offer period (the “Offer Period”) until 28 September 2022 at 16:30 hours (Norwegian time).

As of the date hereof at 08:00 hours (Norwegian time), and subject to customary verification, the Offeror has received acceptances of the Offer for a total of 193,842,471 shares, equalling approximately 71.34% of the outstanding shares and votes in Magseis Fairfield.

As a consequence of the extension of the Offer Period, the settlement of the Offer may be postponed correspondingly. The Offeror maintains its right to further extend the Offer Period (one or several times) on the terms and conditions set out in the Offer Document, but not beyond 1 November 2022.

The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, available at www.abgsc.com, where also contact information can be found for questions related to the Offer and the acceptance form. The acceptance form includes information on how and where to submit the form in order to accept the Offer.

Advisors
ABG Sundal Collier ASA is acting as financial advisor to TGS and receiving agent for the Offer. Advokatfirmaet Schjødt AS is acting as legal advisor to TGS. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to Magseis Fairfield.

Contacts
TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investors@tgs.com

About TGS
TGS provides scientific data and intelligence to companies active in the energy sector. In addition to a global, extensive and diverse energy data library, TGS offers specialized services such as advanced processing and analytics alongside cloud-based data applications and solutions

Important notice

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States.

The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. TGS does not intend to conduct a public offering in the United States. The Consideration Shares will only be sold to persons outside the United States in accordance with Regulation S of the U.S. Securities Act. For U.S. persons or to persons that are otherwise subject to the securities laws of the United States, the Consideration Shares will only be sold to “accredited investors,” as defined in Rule 501(a) under Regulation D under the U.S. Securities Act, pursuant to the exemption from registration provided by Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by TGS which constitute the final placement of the securities contemplated in this announcement. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the company to publish or supplement a prospectus for such offer.

This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of TGS or Magseis Fairfield are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.

Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, TGS or Magseis Fairfield.
The issue, subscription or purchase of shares in TGS is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis Fairfield nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.

Kilde