NOK 1.9 Billion Private Placement Fully Subscribed
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.
PETROLEUM GEO-SERVICES ASA: NOK 1.9 BILLION PRIVATE PLACEMENT FULLY SUBSCRIBED
Reference is made to the stock exchange release by Petroleum Geo-Services ASA (the "Company") on November 22, 2016 regarding a contemplated private placement (the "Private Placement") of new shares in the Company.
The Company is pleased to announce that the Private Placement was fully subscribed, raising gross proceeds of approximately NOK 1.9 billion (approximately USD 225 million) through a placement of 85,500,000 new shares at a subscription price of NOK 22.50 per share. The Private Placement was substantially over-subscribed.
The proceeds from the Private Placement will be used primarily to finance an inter-conditional exchange offer (the "Exchange Offer") for the Company's existing 7.375% Senior Notes due December 2018 (the "2018 Notes"). The Exchange Offer was launched concurrently with the Private Placement. See the stock exchange release published yesterday, November 22, 2016, by the Company for further information regarding the Exchange Offer, as well as information regarding the amendments of the Company's revolving credit facility.
Completion of the Private Placement and issuance of the new shares thereunder is subject to the fulfilment of the conditions for the transaction, including inter alia approval by an extraordinary general meeting of the Company (the "EGM") scheduled to be held on December 14, 2016, and 90% acceptance of the Exchange Offer at the time of the EGM (as further described in a separate stock exchange release from the Company dated November 22, 2016). The Company has agreed to a lock-up period, commencing on November 22, 2016 and continuing until 180 days after closing of the Private Placement, for issuance of, among other things, equity securities, subject to customary exemptions (including the Subsequent Offering (as defined below)).
Conditional allocation of the new shares to be issued in the Private Placement was resolved by the Board of Directors on November 22, 2016 and notices of such allocation will be distributed to the investors on or about November 23, 2016.
The new shares to be issued in the Private Placement will not be listed or tradable on Oslo Børs until a listing prospectus for such shares has been approved by the Norwegian Financial Supervisory Authority, expected to be on or about December 15, 2016, and published.
The Company will, subject to completion of the Private Placement and market conditions, carry out a subsequent offering (the "Subsequent Offering") of up to 13,500,000 new shares for gross proceeds of approximately NOK 300 million (approximately USD 35 million) (equal to approximately 16% of the size of the Private Placement), see a separate stock exchange release to be published by the Company today in this regard.
Barclays Bank PLC, DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank Norge ASA have acted as Joint Bookrunners and ABN AMRO Bank N.V. has acted as Co-Manager in the Private Placement.
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.
Barclays Bank PLC, DNB Markets, a part of DNB Bank ASA, Nordea Markets, a part of Nordea Bank Norge ASA and ABN AMRO Bank N.V. (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 our Annual Report for 2015. 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.