CANCELLATION OF SUBSEQUENT OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG 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.
28 February 2020 Oslo, Norway: Reference is made to the stock exchange announcements by PGS ASA (“PGS” or the “Company”) on 22 January 2020 and 13 February 2020 regarding a successfully completed private placement and a potential subsequent offering in the Company, both with a subscription price of NOK 17.48 per share.
As previously announced, completion of the subsequent offering is subject, inter alia, to the prevailing market price of the PGS shares being higher than the subscription price in the subsequent offering. The Company’s shares have traded below the subscription price since 3 February 2020. In the period from 3 February 2020 to 28 February 2020, the volume-weighted average share price (VWAP) has been NOK 16.57 (source: Oslo Stock Exchange), and at the lowest the share price was NOK 13.09, approximately 25 percent below the subscription price in the private placement. Closing price of the PGS share on the Oslo Stock Exchange today was NOK 13.09.
Consequently, existing shareholders wishing to avoid or reduce the dilutive effect of the private placement have had the opportunity to purchase shares in the open market during an extended period in time, at prices below the subscription price of the private placement.
The general meeting of the Company held on 13 February 2020 authorised the Board of Directors in its sole discretion at any time to cancel the subsequent offering should the prevailing market conditions suggest such cancellation (including if the subscription price is higher than the market price). In accordance with this authorisation, the Board of Directors of PGS has today decided not to proceed with the subsequent offering.
Bård Stenberg, SVP IR & Corporate Communication
Mobile: +47 99 24 52 35
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.
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 subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.