PGS – Approval and Publication of Prospectus, New share capital registered

PGS ASA (‘PGS’ or the ‘Company’) relating to a efficiently positioned non-public placement (the ‘Private Placement’) of new shares within the Company (the ‘New Shares’), elevating gross proceeds of NOK 1,536 million (comparable to roughly USD 150 million), a possible subsequent providing (the ‘Subsequent Offering) of new shares, and the Company’s extraordinary basic assembly’s approval of the identical on 23 November 2022.

The Private Placement

The Private Placement consists of one tranche of 110,822,311 New Shares (‘Tranche 1’) and a second tranche of 118,427,689 New Shares (‘Tranche 2’), allotted amongst candidates on a professional-rata foundation primarily based on their total allocation within the Private Placement (topic to rounding).

The share capital improve pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises at this time 24 November 2022.

The Company has ready a prospectus for the itemizing of the Tranche 2 shares and the itemizing and providing of the shares within the Subsequent Offering (the ‘Prospectus’), which has been accepted by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) at this time 24 November 2022.

As a consequence of the Prospectus already having been accepted and revealed, each the brand new shares allotted in Tranche 1 and the brand new shares allotted in Tranche 2 shall be registered on the Company’s odd ISIN NO0010199151 and grow to be tradable on Oslo Bors beneath the buying and selling image ‘PGS’ as from the time of this announcement. The Private Placement shall be accomplished by supply of New Shares towards fee (DVP) on 25 November 2022.

The Prospectus is accessible on the Company’s web site on this hyperlink: https://www.pgs.com/company/investor-relations/reports-and-results/prospectus/.

Following registration of the share capital improve pertaining to the Private Placement, the issued share capital of the Company is NOK 2,728,649,142 comprising 909,549,714 shares, every with a nominal worth of NOK 3.00.

The Subsequent Offering

The Subsequent Offering consists of as much as 45,841,000 new shares at a subscription worth of NOK 6.70 per share (the ‘Offer Shares’) elevating gross proceeds of as much as roughly NOK 307 million.

The Subsequent Offering is directed in direction of eligible shareholders in PGS who (i) have been shareholders within the Company as of 1 November 2022, as registered in PGS’ register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen), Euronext Securities Oslo (the ‘VPS’) on 3 November 2022 (the ‘Record Date’), (ii) weren’t allotted new shares within the Private Placement, and (iii) aren’t resident in a jurisdiction the place such providing could be illegal or, for jurisdictions apart from Norway, would require any prospectus, submitting, registration or related motion. Eligible shareholders shall be entitled to allocation of 0.07921 non-tradable allocation rights to subscribe for, and, upon subscription, be allotted new shares, for every share held within the Company on the Record Date (the ‘Subscription Rights’), rounded all the way down to the closest complete Subscription Right. Each Subscription Right provides, topic to relevant regulation, a proper to subscribe for and be allotted one Offer Share. Over-subscription is permitted, however subscription with out Subscription Rights just isn’t permitted.

The subscription interval for the Subsequent Offering will begin on 28 November 2022 at 09:00 (CET) and will shut on 12 December 2022 at 12:00 (CET).

Allocation of the Offer Shares is anticipated to happen on or about 13 December 2022 and fee for allotted Offer Shares is anticipated to fall due on or about 15 December 2022. Pursuant to a pre-funding association anticipated to be entered into between the Company, Carnegie AS and Pareto Securities AS, the Company expects that the share capital improve pertaining to the Subsequent Offering shall be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 15 December 2022 and that the Offer Shares shall be delivered to the VPS accounts of the subscribers to whom they’re allotted on or about 16 December 2022, topic to well timed fee of the supply worth by the subscriber.

Reference is made to the Prospectus and subscription kind obtainable on this hyperlink: https://www.pgs.com/company/investor-relations/reports-and-results/prospectus/ for additional info and the phrases and circumstances for the Subsequent Offering.

Carnegie AS and Pareto Securities AS are performing as Managers within the Subsequent Offering and Advokatfirmaet BAHR AS is performing as authorized advisor to the Company.

Contact:

Bard Stenberg

VP

IR & Corporate Communication

Mobile: +47 99 24 52 35

PGS and its subsidiaries is a completely built-in marine geophysical firm that gives a broad vary of seismic and reservoir companies, together with knowledge acquisition, imaging, interpretation, and discipline analysis. Our companies are offered to the oil and gasoline trade, in addition to to the broader and rising new power industries, together with carbon storage and offshore wind. The group operates on a worldwide foundation with headquarters in Oslo, Norway and the PGS share is listed on the Oslo inventory alternate (OSE: PGS). For extra info on PGS go to www.pgs.com.

IMPORTANT NOTICE

This announcement just isn’t and doesn’t kind an element of any supply to promote, or a solicitation of a suggestion to buy, any securities of PGS. The distribution of this announcement and different info could also be restricted by regulation in sure jurisdictions. Copies of this announcement aren’t being made and will not be distributed or despatched into any jurisdiction wherein such distribution could be illegal or would require registration or different measures. Persons into whose possession this announcement or such different info ought to come are required to tell themselves about and to watch any such restrictions.

The securities referred to on this announcement haven’t been and won’t be registered beneath the U.S. Securities Act of 1933, as amended (the ‘Securities Act’), and accordingly will not be supplied or offered in the United States absent registration or an relevant exemption from the registration necessities of the Securities Act and in accordance with relevant U.S. state securities legal guidelines. The Company doesn’t intend to register any half of the providing or their securities in the United States or to conduct a public providing of securities in the United States. Any sale in the United States of the securities talked about on this announcement shall be made solely to ‘certified institutional patrons’ as outlined in Rule 144A beneath the Securities Act.

In any EEA Member State, this communication is just addressed to and is just directed at certified buyers in that Member State inside the that means of the Prospectus Regulation, i.e., solely to buyers who can obtain the supply with out an accepted prospectus in such EEA Member State. The expression ‘Prospectus Regulation’ means Regulation 2017/1129 as amended along with any relevant implementing measures in any Member State.

This communication is just being distributed to and is just directed at individuals within the United Kingdom which might be (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘Order’) or (ii) excessive web value entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as ‘related individuals’). This communication should not be acted on or relied on by individuals who aren’t related individuals. Any funding or funding exercise to which this communication relates is accessible just for related individuals and shall be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it’s lawful to take action.

Matters mentioned on this announcement might represent ahead-wanting statements. Forward-looking statements are statements that aren’t historic details and could also be recognized by phrases resembling ‘imagine’, ‘count on’, ‘anticipate’, ‘technique’, ‘intends’, ‘estimate’, ‘will’, ‘might’, ‘proceed’, ‘ought to’ and related expressions. The ahead-wanting statements on this launch are primarily based upon varied assumptions, many of that are primarily based, in flip, upon additional assumptions. Although the Company imagine that these assumptions have been cheap when made, these assumptions are inherently topic to important identified and unknown dangers, uncertainties, contingencies and different essential components that are troublesome or not possible to foretell and are past its management.

Actual occasions might differ considerably from any anticipated growth as a consequence of a quantity of components, together with with out limitation, modifications in public sector funding ranges, modifications within the basic financial, political and market circumstances within the markets wherein the Company function, the Company’s capability to draw, retain and inspire certified personnel, modifications within the Company’s capability to interact in commercially acceptable acquisitions and strategic investments, and modifications in legal guidelines and regulation and the potential impression of authorized proceedings and actions. Such dangers, uncertainties, contingencies and different essential components might trigger precise occasions to vary materially from the expectations expressed or implied on this launch by such ahead-wanting statements. The Company doesn’t present any ensures that the assumptions underlying the ahead-wanting statements on this announcement are free from errors nor does it settle for any accountability for the long run accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to mirror subsequent occasions. You shouldn’t place undue reliance on the ahead-wanting statements on this doc.

The info, opinions and ahead-wanting statements contained on this announcement converse solely as at its date, and are topic to alter with out discover. The Company doesn’t undertake any obligation to overview, replace, affirm, or to launch publicly any revisions to any ahead-wanting statements to mirror occasions that happen or circumstances that come up in relation to the content material of this announcement.

Neither the Manager nor any of its associates make any illustration as to the accuracy or completeness of this announcement and none of them accepts any accountability for the contents of this announcement or any issues referred to herein.

This announcement is for info functions solely and is to not be relied upon in substitution for the train of unbiased judgment. It just isn’t meant as funding recommendation and not at all is it for use or thought-about as a suggestion to promote, or a solicitation of a suggestion to purchase any securities or a advice to purchase or promote any securities within the Company. Neither the Manager nor any of its associates settle for any legal responsibility arising from the use of this announcement.

This info is topic to the disclosure necessities pursuant to the EU Market Abuse Regulation (MAR) article 17 and Section 5-12 the Norwegian Securities Trading Act.