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OSLO, Norway (18 September 2023)- Reference is made to the stock exchange announcement by TGS ASA (OSE: TGS) ("TGS” or the “Company”) today regarding the contemplated private placement of new shares in the Company (the “Private Placement”).
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The Company is pleased to announce that the board of directors of the Company (the “Board") has, pursuant to the authorization granted by the annual general meeting of the Company on 10 May 2023, resolved to issue and allocate 6.25 million new shares (the “New Shares") at a subscription price of NOK 152.5 per New Share (the “Subscription Price”) raising gross proceeds of NOK 953,125,000.
The Company intends to use the net proceeds generated from the issuance of the New Shares to strengthen the Company’s equity capital and for general corporate purposes, including in view of the announced combination with PGS ASA (the “Merger”). In line with the Company’s principle of maintaining a solid balance sheet, the proceeds will support the Company’s plan of optimizing the financing structure and minimize cost of capital following the Merger.
Notification of allotment of the New Shares including settlement instructions will be sent to the applicants through a notification from the Joint Bookrunners (as defined below) on 19 September 2023.
The New Shares allocated in the Private Placement will be settled through a delivery versus payment transaction, enabled through a pre-funding arrangement entered into between the Company and the Joint Bookrunners. The New Shares allocated to applicants will be tradeable only after the share capital increase relating to the New Shares has been registered by the Norwegian Register of Business Enterprises (the “NRBE”).
Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 32,820,114.50 divided into 131,280,458 shares, each with a par value of NOK 0.25.
The Private Placement involves that the shareholders’ preferential rights to subscribe for and being allocated the New Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. The Private Placement enables the Company to strengthen the Company’s balance sheet, with reduced execution and completion risk. The Private Placement will also enable the Company to utilize current market conditions, raise capital at a lower discount compared to a rights issue and avoid other associated costs.
In light of the above, the Board has considered the need to conduct a subsequent offering. The Private Placement represents limited dilution given it comprises approximately 5% of the total number of shares in the Company. Further, the Subscription Price in the Private Placement was set at a market based discount of 4.9% relative to the last trading price of Company’s shares prior to the Private Placement and a premium of approx. 1.2% in relation to the volume weighted average trading price of the Company’s shares during the trading day prior to the Private Placement. Moreover, the Private Placement attracted strong participation from existing shareholders in TGS. These circumstances taken into account, it is the Company’s assessment that the common interests of the Company’s shareholders have been well accounted for, and the Board has consequently resolved not to proceed with a subsequent offering.
Advisors:
SpareBank 1 Markets AS and ABG Sundal Collier ASA are acting as Joint Bookrunners (the “Joint Bookrunners”) to the Company, and Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Sven Børre Larsen, CFO at TGS ASA on 18 September 2023 at 23:50 CEST on behalf of the Company.
For additional information, please contact:
Sven Børre Larsen
CFO
Tel: +47 909 43 673
Email: investor@tgs.com
Important Notices
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 the Company. 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 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 of the Joint Bookrunners 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 Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
