Oslo, 1 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 the stock exchange announcement by PGS ASA (“PGS” or the “Company”) on 1 November 2022 regarding a contemplated private placement (the "Private Placement") of new shares.
The book-building for the Private Placement has been successfully completed, raising gross proceeds of NOK 1,536 million (corresponding to approximately USD 150 million), through the allocation of 229,250,000 new shares in the Company (the “New Shares”), each at a subscription price of NOK 6.70 per New Share (the “Subscription Price”), representing a 6.8% discount to the transaction day volume-weighted average price. The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was substantially oversubscribed.
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).
Primary insiders subscribed for and were allocated 701,258 New Shares in the Private Placement, which is regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014. Detailed information on the PDMR/PCA trades will be disclosed separately.
The Company intends to use the net proceeds from the Private Placement to reduce its leverage. The proceeds will position PGS to manage 2023 debt amortization and extend the re-financing window to March 2024. A strengthened balance sheet, together with the ongoing market recovery in the marine geophysics market, will reduce the refinancing risk and the expected cost of a refinancing.
Completion of the Private Placement is subject to all necessary corporate resolutions being in place, including but not limited to the approval by an extraordinary general meeting of the Company expected to be held on or about 23 November 2022 (the “EGM”), registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises (the “NRBE”) and the New Shares being validly issued and fully paid. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote in favor of the Private Placement and any Subsequent Offering (as defined below) at the EGM. A separate notice of the EGM is expected to be announced and distributed shortly.
Notices of conditional allocation of New Shares are expected to be distributed to the investors on 2 November 2022. The Managers expect to issue notifications with payment instructions for the Private Placement immediately after the EGM with the payment date expected to be on or about 25 November 2022.
The Private Placement is expected to be settled on a delivery versus payment basis. The New Shares are expected to be issued shortly after the EGM, subject to timely payment by the investors who have been allocated New Shares in the Private Placement. The New Shares allocated to investors in Tranche 1 will be tradable on Oslo Børs following approval by the EGM and registration of the share capital increase pertaining to the Private Placement with the NRBE. The New Shares allocated to investors in Tranche 2 will not be tradable on Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway, and will be issued on a separate ISIN until such prospectus is published, expected to occur during December 2022 (the “Prospectus”).
Following registration of the share capital increase pertaining to New Shares, the issued share capital of the Company is expected to be NOK 2,728,649,142 comprising 909,549,714 shares, each with a nominal value of NOK 3.00.
The Private Placement involves the setting aside of the shareholders’ preferential rights to subscribe for the New Shares. The Board has considered the structure of the private placement of New Shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, and is of the opinion that the Private Placement is in compliance with these requirements. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in particular in view of the current market conditions and the Company's need for refinancing of its debt, reduce execution and completion risk, allow for the Company to raise capital more quickly, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Furthermore, the Board of Directors has put significant emphasis on existing shareholding as an allocation criteria in the Private Placement. Existing shareholders that were not allocated shares in the Private Placement will be able to participate on a pro-rata basis in the Subsequent Offering (as defined and described below).
The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the EGM, (iii) prevailing market price of PGS’ shares being higher than the Subscription Price, and (iv) approval of the Prospectus, PGS will carry out a subsequent offering (the “Subsequent Offering”) of up to 45,841,000 new shares in the Company raising up to approximately NOK 307 million in gross proceeds. A Subsequent Offering will, if made, and on the basis of the Prospectus, be directed towards eligible shareholders in PGS who (i) are shareholders in the Company as of 1 November 2022, as registered in PGS’ register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the “VPS”) on 3 November 2022, (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 (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable allocation rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected to occur during December 2022, and the subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement. PGS will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.
Carnegie AS and Pareto Securities AS acted as Joint Bookrunners in connection with the Private Placement (the "Managers"). Advokatfirmaet BAHR AS acted as legal advisor in connection with the Private Placement.
Bård Stenberg, VP IR & Corporate Communication
Mobile: +47 99 24 52 35
PGS 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 Company 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 and “major U.S. institutional investors” as defined in SEC Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Bård Stenberg, VP IR & Corporate Communications at PGS ASA on the time and date provided.