Oslo, 24 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to previous stock exchange announcements by PGS ASA (“PGS” or the “Company”) regarding a successfully placed private placement (the "Private Placement") of new shares in the Company (the “New Shares”), raising gross proceeds of NOK 1,536 million (corresponding to approximately USD 150 million), a potential subsequent offering (the “Subsequent Offering) of new shares, and the Company’s extraordinary general meeting’s approval of the same on 23 November 2022.
The Private Placement
The Private Placement consists of one tranche of 110,822,311 New Shares ("Tranche 1") and a second tranche of 118,427,689 New Shares ("Tranche 2"), allocated among applicants on a pro-rata basis based on their overall allocation in the Private Placement (subject to rounding).
The share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises today 24 November 2022.
The Company has prepared a prospectus for the listing of the Tranche 2 shares and the listing and offering of the shares in the Subsequent Offering (the “Prospectus”), which has been approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) today 24 November 2022.
As a result of the Prospectus already having been approved and published, both the new shares allocated in Tranche 1 and the new shares allocated in Tranche 2 will be registered on the Company’s ordinary ISIN NO0010199151 and become tradable on Oslo Børs under the trading symbol “PGS” as from the time of this announcement. The Private Placement will be completed by delivery of New Shares against payment (DVP) on 25 November 2022.
The Prospectus is available at the Company’s website on this link: https://www.pgs.com/company/investor-relations/reports-and-results/prospectus/.
Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is NOK 2,728,649,142 comprising 909,549,714 shares, each with a nominal value of NOK 3.00.
The Subsequent Offering
The Subsequent Offering consists of up to 45,841,000 new shares at a subscription price of NOK 6.70 per share (the “Offer Shares”) raising gross proceeds of up to approximately NOK 307 million.
The Subsequent Offering is directed towards eligible shareholders in PGS who (i) were shareholders in the Company as of 1 November 2022, as registered in PGS' register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen), Euronext Securities Oslo (the "VPS") on 3 November 2022 (the “Record Date”), (ii) were not allocated new shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Eligible shareholders will be entitled to allocation of 0.07921 non-tradable allocation rights to subscribe for, and, upon subscription, be allocated new shares, for each share held in the Company on the Record Date (the “Subscription Rights”), rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, a right to subscribe for and be allocated one Offer Share. Over-subscription is permitted, but subscription without Subscription Rights is not permitted.
The subscription period for the Subsequent Offering will commence on 28 November 2022 at 09:00 (CET) and will close on 12 December 2022 at 12:00 (CET).
Allocation of the Offer Shares is expected to take place on or about 13 December 2022 and payment for allocated Offer Shares is expected to fall due on or about 15 December 2022. Pursuant to a pre-funding arrangement expected to be entered into between the Company, Carnegie AS and Pareto Securities AS, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 15 December 2022 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 16 December 2022, subject to timely payment of the offer price by the subscriber.
Reference is made to the Prospectus and subscription form available on this link: https://www.pgs.com/company/investor-relations/reports-and-results/prospectus/ for further information and the terms and conditions for the Subsequent Offering.
Carnegie AS and Pareto Securities AS are acting as Managers in the Subsequent Offering and Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
Bård Stenberg, VP IR & Corporate Communication
Mobile: +47 99 24 52 35
PGS and its subsidiaries is a fully integrated marine geophysical company that provides a broad range of seismic and reservoir services, including data acquisition, imaging, interpretation, and field evaluation. Our services are provided to the oil and gas industry, as well as to the broader and emerging new energy industries, including carbon storage and offshore wind. The group operates on a worldwide basis with headquarters in Oslo, Norway and the PGS share is listed on the Oslo stock exchange (OSE: PGS). For more information on PGS visit www.pgs.com.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of PGS. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates make 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 Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to the EU Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian Securities Trading Act.