PGS ASA - CONTEMPLATED PRIVATE PLACEMENT
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 announcement regarding a
merger with TGS ASA (“TGS”) earlier today, and
announces now that it is contemplating a private placement (the
"Private Placement") of 45,760,726 new ordinary
shares in the Company (the “Offer
Shares”).
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.
PGS has retained Pareto Securities AS (the
"Manager") as the sole manager and sole bookrunner
in the Private Placement.
The subscription price per Offer Share (the
“Offer Price”) will be determined by the Company’s
board of directors (the “Board”) on the basis of
an accelerated bookbuilding process which will be denominated in
NOK.
The bookbuilding period for the Private
Placement will commence today, 18 September 2023, at 16:30 CEST and
is expected to close on or before 19 September 2023 at 08:00 CEST.
The Company may extend or shorten the bookbuilding period at any
time and for any reason on short, or without, notice. If the
bookbuilding period is extended or shortened, the other dates
referred to herein might be changed accordingly.
Allocation of the Offer Shares will be
determined after the expiry of the bookbuilding period at the
Board's sole discretion (in consultation with the Manager). The
Board will focus on criteria such as (but not limited to) existing
ownership in the Company, price leadership, timeliness of the
application, relative order size, sector knowledge, perceived
investor quality and investment horizon. Notification of allocation
is expected on or about 19 September before 09:00 CEST.
Completion of the Private Placement is subject
to: (i) all corporate resolutions of the Company required to
implement the Private Placement being validly made by the Company,
including, without limitation, the resolution by the Board to
increase the share capital of the Company and issue the Offer
Shares pursuant to an authorisation granted by the Company’s annual
general meeting held on 24 April 2023, (ii) the Pre-Payment
Agreement (as defined below) remaining unmodified and in full force
and effect, and (iii) 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”)
(jointly the “Conditions"). The Company reserves
the right to cancel, and/or modify the terms of, the Private
Placement at any time and for any reason prior to the Conditions
having been met. Neither the Company nor the Manager will be liable
for any losses incurred by applicants if the Private Placement is
cancelled and/or modified, irrespective of the reason for such
cancellation or modification.
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.
The Private Placement will be made by the
Company to investors subject to applicable exemptions from relevant
prospectus requirements in accordance with Regulation (EU)
2017/1129 and the Norwegian Securities Trading Act of 2007 and is
directed towards investors subject to available exemptions from
relevant registration requirements, (i) outside the United States
in reliance on Regulation S under the US Securities Act of 1933, as
amended (the “US Securities Act”) and (ii) in the
United States to “qualified institutional buyers” (QIBs), as
defined in Rule 144A under the US Securities Act, pursuant to an
exemption from the registration requirements under the US
Securities Act, as well as to “major U.S. institutional investors”
as defined in Rule 15a-6 under the United States Exchange Act of
1934, in each case subject to an exemption being available from
offer prospectus requirements and any other filing or registration
requirements in the applicable jurisdictions and subject to other
selling restrictions. The minimum application and allocation amount
has been set to the NOK equivalent of EUR 100,000 per investor. The
Company may offer and allocate amounts below the NOK equivalent of
EUR 100,000 in the Private Placement to the extent exemptions from
prospectus requirements, in accordance with applicable regulations,
including the Norwegian Securities Trading Act, Regulation (EU)
2017/1129 on prospectuses for securities and ancillary regulations,
are available.
The contemplated Private Placement involves the
setting aside of the shareholders’ preferential rights to subscribe
for the Offer Shares. 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.
The Company may, subject to completion of the
Private Placement and certain other conditions, decide to carry out
a subsequent repair offering of new shares at the Offer Price in
the Private Placement which, subject to applicable securities law,
will be directed towards existing shareholders in the Company as of
18 September 2023 (as registered in the VPS) two trading days
thereafter), who (i) were not allocated Offer Shares in the Private
Placement, and (ii) are not resident in a jurisdiction where such
offering would be unlawful or would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar
action.
Advokatfirmaet BAHR AS is acting as legal
advisor to the Company in connection with the Private
Placement.
Contacts:
Bård Stenberg, VP IR & Corporate
CommunicationMobile: +47 99 24 52 35
***
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.
***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 US 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 believes 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 investment levels and need for the
Company’s services, 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 the EU Market Abuse Regulation (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.
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