Scheme of Arrangement to Implement Financing Transaction
November 26, 2020: Oslo, Norway, PGS ASA (the “Company or “PGS”) announces today that it has launched a scheme of arrangement in England (the “Scheme”) via the issuance of a practice statement letter to the lenders under its ~$350 million revolving credit facility and ~$522 million term loan B facility (the “RCF/TLB Facility”).
PGS is proposing the Scheme in order to implement the financing transaction announced on October 21, 2020 (the "Transaction") in the manner contemplated in the Lock-Up Agreement dated October 21, 2020 (as described in PGS' announcement on that date). As of the date of this announcement, lenders representing 95.4% by value of debt and 99.5% by number of the RCF/TLB Facility have entered into the Lock-up Agreement and thereby agreed to support the Transaction. This represents more than sufficient majorities to meet the relevant Scheme approval levels (being 75% by value and a majority in number of creditors which attend the relevant meeting and vote in respect of the Scheme).
If sanctioned by the English Court, the proposed Scheme will enable the implementation of the Transaction and will bind all RCF and TLB lenders (including those who vote against or do not vote in respect of the Scheme) to the terms of the Transaction.
As previously announced, the Transaction is expected to close during the course of Q1 2021.
The Company will continue to operate its business as usual by performing its other obligations, including making payments of interest, as they fall due.
The Company will provide updates in due course as appropriate.
Further details regarding the Scheme are contained in the practice statement letter and the Lock-Up Agreement. The practice statemenet letter and the Lock-Up Agreement are available to Scheme Creditors only and can be accessed on www.lucid-is.com/pgs. Scheme Credtitors that have questions in relation to the practice statement letter or the Scheme may contact Lucid Issuer Services Limited as Information Agent appointed by the Company at the details below.
FOR DETAILS, CONTACT:
BÅRD STENBERG, VP IR & CORPORATE COMMUNICATION
MOBILE: +47 99 24 52 35
For Scheme Creditors:
Lucid issuer Services limited
Telephone: +44 20 7704 0880
PGS is an integrated marine geophysical company, providing advanced subsurface images, plus 2D and 3D data, that energy companies use to find and produce oil and gas. PGS MultiClient data library is among the largest in the seismic industry, with modern 3D coverage in all significant offshore hydrocarbon provinces worldwide. 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.
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. For a further description of other relevant risk factors we refer to our Annual Report for 2019. 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.
Any securities proposed to be issued in connection with the Scheme will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States, or to or for the account or benefit of US persons (as defined in Regulation S under the US Securities Act), unless they are registered under the US Securities Act or an exemption from the registration requirements is available.