PGS ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED
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
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 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.
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