Approval and Publication of Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, 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 private placement in Petroleum Geo-Services ASA (the "Company") of 85,500,000 new shares, each with a par value of NOK 3.00, (the "New Shares") for gross proceeds of approximately NOK 1.9 billion (approximately USD 225 million) (the "Private Placement") and the subsequent offering (the "Subsequent Offering") of up to 13,500,000 new shares, each with a par value of NOK 3.00, (the "Offer Shares") for gross proceeds of approximately NOK 300 million (approximately USD 35 million).
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved the Company's prospectus dated December 15, 2016 (the "Prospectus") prepared in connection with (i) the listing on Oslo Børs of the New Shares issued in the Private Placement and (ii) the Subsequent Offering and listing on Oslo Børs of up to 13,500,000 Offer Shares.
The New Shares will be delivered to the investors in the Private Placement on or about today, December 16, 2016 under the Company's ISIN NO0010199151 and commence trading on Oslo Børs under the Company's trading symbol "PGS" today, December 16, 2016.
The subscription period for the Subsequent Offering will commence at 09:00 hours (CET) on December 20, 2016 and expire at 16:30 hours (CET) on January 5, 2017.
Shareholders in the Company as of expiry of November 22, 2016 (as registered in the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS")) as of expiry of November 24, 2016 (the "Record Date")) who were not allocated New Shares in the Private Placement, and who 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 Shareholder(s)"), will be allocated approximately 0.11214 non-tradable subscription rights, rounded down to the nearest whole subscription right. One (1) subscription right will give the right to subscribe for and be allocated, one (1) Offer Share in the Subsequent Offering. Oversubscription by Eligible Shareholders will be permitted, however, subscription without subscription rights will not be allowed.
Eligible Shareholders will receive a copy of the Prospectus together with a pre-filled subscription form. In order to subscribe for Offer Shares, Eligible Shareholders need to complete the subscription form and submit it to one of the subscription offices (as set out in the Prospectus) such that it is received within 16:30 hours (CET) on January 5, 2017, or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.
It is expected that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about January 13, 2017 and commence trading on Oslo Børs under the Company's trading symbol "PGS" on or about the same date, January 13, 2017.
For more information, please refer to the Prospectus.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available from today, December 16, 2016, at the following websites: www.pgs.com, www.dnb.no/emisjoner and www.nordea.no/pgs. Hard copies of the Prospectus may be obtained free of charge from the same date by contacting DNB Markets, a part of DNB Bank ASA (+47 23 26 81 01) and Nordea Markets, a part of Nordea Bank Norge ASA (+47 24 01 34 62).
DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank Norge ASA are acting as Managers for the Subsequent Offering.
Bård Stenberg, VP IR & Corporate Communications: Phone: +47 67 51 43 16, Mobile: +47 992 45 235
Gottfred Langseth, EVP & CFO: Phone: +47 67 51 44 10, Mobile: +47 930 55 580
Rune Olav Pedersen, EVP & General Counsel: Phone: +47 67 51 57 06, Mobile: +47 908 16 337
Petroleum Geo-Services ASA ("PGS" or "the Company") is a focused Marine geophysical company that provides a broad range of seismic and reservoir services, including acquisition, imaging, interpretation, and field evaluation. The Company's MultiClient data library is among the largest in the seismic industry, with modern 3D coverage in all significant offshore hydrocarbon provinces of the world. The Company operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on PGS visit www.pgs.com.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
The offering of the securities referred to in this announcement will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for the purposes of the Prospectus Directive.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The information included herein contains certain forward-looking statements that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including but not limited to the demand for seismic services, the demand for data from our multi-client data library, the attractiveness of our technology, unpredictable changes in governmental regulations affecting our markets and extreme weather conditions.
DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank Norge ASA (together, the "Managers") are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.
No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, truth, accuracy, completeness or verification of the information or the opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and no liability is accepted for any such information, omissions or opinions.
For a further description of other relevant risk factors we refer to the Prospectus. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements. The reservation is also made that inaccuracies or mistakes may occur in the information given above about current status of the Company or its business. Any reliance on the information above is at the risk of the reader, and PGS disclaims any and all liability in this respect.
This information is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.