Successful private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange release from Petroleum Geo-Services ASA ("PGS" or the "Company") published 11 November 2015, regarding the contemplated private placement.

PGS announces today that it has successfully raised approximately NOK 919.6 million in gross proceeds through a placement of 21,779,999 new shares (the "New Shares") and 1,800,000 treasury shares, towards Norwegian and international institutional investors, at a price of NOK 39 per share (the "Private Placement"). The New Shares to be issued represent approximately 9.99% of the current issued share capital in the Company.

The proceeds from the Private Placement will be used to strengthen the Company's balance sheet and liquidity position as well as for general corporate purposes and will further strengthen the Company's ability to take active part in, and benefit from, restructuring or distress driven opportunities emerging in the marine seismic industry.

In order to ensure timely delivery of shares to investors, the Managers have entered into a share lending agreement with Ferd AS. On the basis of this arrangement, the investors who are allocated shares in the Private Placement will receive existing and unencumbered shares in the Company that are already listed on Oslo Børs. Subject to completion, payment and delivery of allocated shares to the investors is expected to be on or about 16 November 2015.

The new shares to be issued by the Company will be issued to the Managers and used to settle the share loan from Ferd AS, provided, however, that the 2,178,000 shares allocated to Ferd AS in the Private Placement will be issued directly to Ferd AS.

The New Shares in the Private Placement will be issued by the board of directors of PGS, pursuant to an authorization granted at the Company's annual general meeting on 13 May 2015. The total number of issued shares in The Company, after issuance of the New Shares, will be 239,579,996 shares, each with a nominal value of NOK 3.0, corresponding to a share capital of NOK 718,739,988. The total number of treasury shares held by the Company after the Private Placement is 1,404,174. The Board of Directors has resolved  to set aside the pre-emptive  rights of the existing shareholders. The Board  of Directors considers  this  to  be  in  the  best  interests  of the Company and the shareholders since it will allow the Company to raise capital more quickly, at a lower  discount and  with significantly  lower transaction  costs than a rights offering would allow.

 
The Company has agreed not to offer, issue, sell or otherwise dispose of (or announce an intention of doing so) any other shares of the Company or any securities convertible into or exchangeable for or carrying rights to acquire other shares of the Company for a period of 90 days following settlement of the Offering without the consent of the Managers.

ABG Sundal Collier and Nordea Markets acted as Joint Global Coordinators and Joint Bookrunners for the Private Placement.

FOR DETAILS, CONTACT:
 

Bård Stenberg, VP IR & Corporate Communications
Phone:  +47 67 51 43 16
Mobile:  +47 992 45 235

 

 

 

****
Petroleum Geo-Services ("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 Petroleum Geo-Services 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 2014. 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 pursuant to section 5-12 of the Norwegian Securities Trading Act.