GlobeNewswire by notified

PGS ASA: Private Placement Successfully Placed

Share

Oslo, 4 May 2022

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.

Reference is made to the stock exchange announcement by PGS ASA (“PGS” or the “Company”) on 3 May 2022 regarding a contemplated private placement (the "Private Placement") of new shares.

The book-building for the Private Placement has been successfully completed, raising gross proceeds of NOK 800 million (corresponding to approximately USD 85 million), through the allocation of 216,216,216 new shares in the Company (the “New Shares”), each at a subscription price of NOK 3.70 per New Share (the “Subscription Price”), representing a 3.1% discount to the transaction day volume-weighted average price. The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was substantially oversubscribed.

The Private Placement consists of one tranche of 74,200,000 New Shares (“Tranche 1”) and a second tranche of 142,016,216 New Shares (“Tranche 2”), allocated among applicants on a pro-rata basis based on their overall allocation in the Private Placement (subject to rounding), provided that if new shares in the Company are issued before completion of the Private Placement as a result of conversions under the NOK 116,162,097 convertible bond loan issued by the Company in 2021, the number of shares in Tranche 1 will be reduced and the number of shares in Tranche 2 increased accordingly.

Primary insiders subscribed for and were allocated 1,285,000 New Shares in the Private Placement, which is regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014. Detailed information on the PDMR/PCA trades will be disclosed separately.

The net proceeds from the Private Placement will be used for payment of debt amortization in Q3 2022; increased buffer to the minimum liquidity covenant in existing loan agreements; together with the ongoing market recovery in the marine geophysics market, further strengthen the Company’s balance sheet ahead of the Q3 2023 refinancing need; and for general corporate purposes.

Completion of the Private Placement is subject to all necessary corporate resolutions being in place, including but not limited to the approval by an extraordinary general meeting of the Company expected to be held on or about 27 May 2022 (the “EGM”), the Company having obtained commitments to the satisfaction of the Company for approximately USD 50 million in new, senior secured debt on terms and conditions acceptable to the Company by the time of the EGM, and the New Shares being validly issued and fully paid. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote in favour of the Private Placement and any Subsequent Offering (as defined below) at the EGM. A separate notice of the EGM is expected to be announced and distributed shortly.

Notices of conditional allocation of New Shares are expected to be distributed to the investors on 4 May 2022. The Manager expect to issue notifications with payment instructions for the Private Placement immediately after the EGM with payment date expected to be on or about 31 May 2022.

The Private Placement is expected to be settled on a delivery versus payment basis. The New Shares are expected to be issued shortly after the EGM, subject to timely payment by the investors who have been allocated New Shares in the Private Placement. The New Shares allocated to investors in Tranche 1 will be tradable on Oslo Børs following approval by the EGM and registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises. The New Shares allocated to investors in Tranche 2 will not be tradable on Oslo Børs until a listing prospectus has been approved by the Financial Supervisory Authority of Norway, and will be issued on a separate ISIN until such prospectus is published, expected late June 2022 (the “Prospectus”).

Following registration of the share capital increase pertaining to New Shares, the issued share capital of the Company is expected to be NOK 1,850,718,840 comprising 616,906,280 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 New Shares. The Board has considered the structure of the private placement of New 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 particular in view of the current market conditions and the Company's need for refinancing of its debt, reduce execution and completion risk, allow 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 of Directors has put significant emphasis on existing shareholding as an allocation criteria in the Private Placement. Existing shareholders that were not allocated shares in the Private Placement will be able to participate on a pro-rata basis in the Subsequent Offering (as defined and described below).

The Subsequent Offering

Subject to among other things (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the EGM, (iii) prevailing market price of PGS’ shares being higher than the Subscription Price, and (iv) approval of the Prospectus, PGS will carry out a subsequent offering (the “Subsequent Offering”) of up to 38,155,803 new shares in the Company. A Subsequent Offering will, if made, and on the basis of the Prospectus, be directed towards eligible shareholders in PGS who (i) are shareholders in the Company as of 3 May 2022, as registered in PGS’ register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) on 5 May 2022, (ii) were not allocated New Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable allocation rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected late June 2022, and the subscription price in the Subsequent Offering will be the same as in the Private Placement. PGS will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.

Carnegie AS acted as sole bookrunner in connection with 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

***

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.

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 Managers nor any of their 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 Managers nor any of their 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 Communication at PGS ASA on 4 May 2022 at 00:32 (CEST).

.

To view this piece of content from www.globenewswire.com, please give your consent at the top of this page.
To view this piece of content from ml-eu.globenewswire.com, please give your consent at the top of this page.

About GlobeNewswire by notified

GlobeNewswire by notified
GlobeNewswire by notified
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://notified.com

GlobeNewswire by notified is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire by notified

Subscribe to all the latest releases from GlobeNewswire by notified by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire by notified

Media Advisory: Bombardier to Host Special Celebration at the European Business Aviation Conference and Exhibition in Geneva20.5.2022 23:30:00 CEST | Press release

GENEVA, May 20, 2022 (GLOBE NEWSWIRE) -- Bombardier will host a special live and virtual event at the European Business Aviation Convention and Exhibition (EBACE) in Geneva on Monday, May 23, 2022. The event, led by Éric Martel, President and CEO, Bombardier, will highlight the continued ingenuity, innovation and leadership that is an integral part of Bombardier’s DNA. Date:Monday, May 23, 2022Time:11:00 a.m. – 11:45 a.m. (Central European Time) 5:00 a.m. – 5:45 a.m. (Eastern Time; North America)Venue:Geneva Palexpo Route François-Peyrot 30, 1218 Le Grand-Saconnex, Switzerland Bombardier Booth Z117 For those unable to attend in person, the event will also be available live on LinkedIn and Facebook at the following links: LinkedIn Event: https://www.linkedin.com/events/anewerabegins-unenouvelle-recom6931966844190781440/ Facebook Event:https://fb.me/e/1TJdkC7rS YouTube Event:https://www.youtube.com/watch?v=DdotViyJROc About Bombardier Bombardier is a global leader in aviation, focused on

EVS Q1 2022 Business Update – Continued Strong Momentum20.5.2022 17:45:00 CEST | Press release

EVS Q1 2022 BUSINESS UPDATE – CONTINUED STRONG MOMENTUM Liège, Belgium, May 20, 2022 EVS, global leader in live video technology for broadcast and new media productions, today announces its business update for the first quarter ending 31 March 2022. HIGHLIGHTS The secured revenue* at end of March 2022 is at EUR 91,0 million Secured revenue excluding Big Event Rental is at EUR 81.8 million versus EUR 54.1 million at the same date last year, a growth of +51,2%Secured revenue for Big Event Rental is set at EUR 9.2 millionOrder intake for 2022 demonstrating important wins across the worldMediaInfra performance underlining success of past acquisition (Axon)Gross margin evolves according to expectations and operational expenses remain in line with the full year guidance set forward *secured revenue, formally reported as booked revenue, includes the already recognized revenue as well as open orders on hand that will be recognized as revenue in 2022 COMMENTS Serge Van Herck, CEO comments the b

Cool Company Ltd. – Mandatory Notification Of Trade20.5.2022 16:27:38 CEST | Press release

EPS Ventures Ltd., close associate of Cyril Ducau, Chair of the Board of Cool Company Ltd. (the “Company”), has on 16 May 2022 acquired 15,028 shares and on 19 May 2022 acquired 1,394 shares in the Company at a price of NOK 88.00 per share. Following the transaction, EPS Ventures Ltd. holds a total of 15,054,841 shares in the Company, equivalent to 37.63% of the Company’s shares. Please see attached notification form in accordance with the Market Abuse Regulation article 19. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Attachment Primary insider notification forms

CONDITIONS FOR RIKSBANK REVERSED AUCTIONS SEK MUNICIPAL BONDS20.5.2022 16:20:00 CEST | Press release

Anbudsförfarande kommuner och regioner, 2022-05-24BondsFixed rate notes issued in SEK by Municipalities or Regions with maturity in: 2025 The following issuers are accepted for delivery: JÖNKÖPINGS KOMMUN SKÅNE LÄNS LANDSTING NACKA KOMMUN VELLINGE KOMMUN VÄSTERÅS KOMMUN HUDDINGE KOMMUN BORÅS KOMMUN HELSINGBORGS KOMMUN STOCKHOLMS LÄNS LANDSTING STOCKHOLMS KOMMUN GÖTEBORGS KOMMUN MALMÖ KOMMUN Delivery may not be made in Bonds purchased by the Counterparty from the issuer less than one week prior to the date for announcing the Specific terms, i.e. the purchase may not have been made after: 2022-05-13BidsBids are made to tel 08-696 69 70 and confirmed in writing by a filled-in Bid form by e-mail to EOL@riksbank.se Bid date2022-05-24Bid times10.00-11.00 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)SEK 500 +/- 500 millionHighest permitted bid volume (corresponding nominal amount)The total bid volume from one Counterparty for the two Credit rating classes may not e

CONDITIONS FOR RIKSBANK REVERSED AUCTIONS SEK GOVERNMENT BONDS20.5.2022 16:20:00 CEST | Press release

Bid procedure, 2022-05-27BondsSWEDISH GOVERNMENT: 1056. SE0004517290. 2032-06-01 SWEDISH GOVERNMENT: 1059, SE0007125927, 2026-11-12 Bid date2022-05-27Bid times09.00-10.00 (CET/CEST) on the Bid dateRequested volume (corresponding nominal amount)1056: 750 mln SEK +/-400 mln SEK 1059: 750 mln SEK +/-400 mln SEK Highest permitted bid volume (corresponding nominal amount)1056: 750 mln SEK per bid 1059: 750 mln SEK per bid Lowest permitted bid volume (corresponding nominal amount)SEK 50 million per bidExpected allocation timeNot later than 10.15 (CET/CEST) on the Bid dateDelivery and payment date2022-05-31Delivery of bondsTo the Riksbank's account in Euroclear Sweden AB's securities settlement system 1 4948 6383 Stockholm, 2022-05-20 This is a translation of the special terms and conditions published on www.riksbank.se. In the case of any inconsistency between the English translation and the Swedish language version, the Swedish language version shall prevail. Complete terms and conditions c