Oslo, 18 September 2023
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.
PGS ASA (“PGS” or the “Company”) refers to the announcements on 18 September 2023 regarding a merger with TGS ASA (“TGS”) and a contemplated private placement (the "Private Placement") of 45,760,726 new ordinary shares (the “Offer Shares”).
PGS is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 439,302,970 (approximately USD 40.6 million), through the allocation of 45,760,726 Offer Shares, each at a price per Offer Share of NOK 9.60 (the “Offer Price”).
The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was multiple times covered.
The net proceeds to the Company from the Private Placement will be used to increase liquidity and enable a financially robust combined entity following the proposed merger with TGS, protect the Company against market cyclicality prior to consummation of the merger, and maintain symmetry with TGS as they expect to undertake a concurrent private placement that is sized to maintain the agreed relative ownership in the merger.
Notification of allocation is expected to be communicated to the investors on or about 19 September 2023 before 09:00 CEST.
Completion of the Private Placement is still subject to: (i) the Pre-Payment Agreement (as defined below) remaining unmodified and in full force and effect, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”).
The Private Placement is expected to be settled on a delivery-versus payment (DVP) basis on or about 21 September 2023, which will be facilitated by a pre-payment agreement expected to be entered into between the Company and the Manager (the “Pre-Payment Agreement”). The Offer Shares allocated to investors will be tradable on Oslo Børs when the conditions have been met, expected on or about 20 September 2023.
Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company will be NOK 2,865,931,320 comprising 955,310,440 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 Offer Shares. The Board has considered the structure of the private placement of Offer 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 view of the current market conditions and the Company’s need for increased liquidity and a financially robust combined entity following the proposed merger with TGS. A private placement enables the Company to reduce execution and completion risk, allows 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 has put significant emphasis on existing shareholding as an allocation criteria in the Private Placement.
In accordance with the above, the Board has also considered whether it is necessary to implement a subsequent offering in order to further justify the differential treatment inherent in the Private Placement. Considering the small discount in the Private Placement compared to market price of the Company's shares, the limited increase of the share capital represented by the Private Placement and the costs and resources associated with a subsequent offering (e.g., preparation of a prospectus), the Board has concluded not to implement a subsequent offering.
Pareto Securities AS acted as the sole manager and sole bookrunner in the Private Placement (the "Manager"). Advokatfirmaet BAHR AS acted as legal advisor in connection with the Private Placement.
Contacts:
Bård Stenberg, VP IR & Corporate Communication
Mobile: +47 99 24 52 35
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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.
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IMPORTANT NOTICE
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 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 Manager nor any of its 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 Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to 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.
