Vis børsmeldingen
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
