Extension of the Offer Period for the Recommended Voluntary Exchange Offer in Magseis Fairfield

Source: www.gulfoilandgas.com 9/21/2022, Location: Europe

Reference is made to the stock exchange announcement on 29 June 2022 regarding the recommended voluntary exchange offer (the "Offer") by TGS ASA ("TGS" or the "Offeror", OSE: TGS) to acquire all shares in Magseis Fairfield ASA ("Magseis Fairfield" OSE: MSEIS) and to the stock exchange announcement on 24 August 2022 regarding the formal launch of the Offer. Reference is also made to the offer document for the Offer dated 24 August 2022 (the "Offer Document"), and to the stock exchange announcement on 20 September 2022 regarding the remainder of the expiry of the offer period.

Subject to the terms and conditions set out in the Offer Document, TGS is offering a consideration to the Magseis Fairfield shareholders in the form of (i) 0.0426 ordinary shares of TGS and (ii) NOK 2.3592 in cash, per Magseis Fairfield share.

The Offeror hereby announces an extension of the offer period for the Offer (the "Offer Period") until 16:30 hours (CEST) on 28 September 2022, in accordance with section 3.3.3 (Offer period) and 3.3.6 (Amendments to the offer) of the Offer Document. As a consequence of the extension, the settlement of the Offer will be postponed correspondingly. The other terms and conditions of the Offer will remain unchanged and as set out in the Offer Document.

The extension has been approved by the Oslo Stock Exchange in its capacity as take-over authority. the Offeror maintains its right to further extend the Offer Period (one or more times) on the terms and conditions set out in the Offer Document, however so that the Offer Period may not be extended beyond 16:30 hours (CET) on 1 November 2022.

The Offeror will send a separate stock exchange announcement with an update on the level of acceptances received and its shareholding in Magseis Fairfield no later than before the Oslo Stock Exchange opens tomorrow on 22 September 2022, due to ongoing counting of received acceptances. The Offeror does currently not hold any Magseis Fairfield shares.

Completion of the Offer remains subject to the fulfilment or waiver by the Offeror of the conditions for completion of the Offer as set out in Section 3.3.4 (Conditions for completion of the Offer) of the Offer Document (including the condition for acceptance of the Offer by shareholders representing more than 90% of the shares and votes of Magseis Fairfield on a fully diluted basis), other than the regulatory approvals condition set out in Section 3.4.10 of the Offer Document which was announced as satisfied in a stock exchange announcement made on 6 September 2022.

However, to the Offeror's knowledge, none of the conditions for the Offer that refer to events that shall or shall not occur, are as of the date hereof not satisfied or not capable of being satisfied. The complete terms and conditions for the Offer and procedures for accepting the Offer are set out in the Offer Document (as amended by this stock exchange announcement). The Offer can only be accepted based on the Offer Document. Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances or otherwise. Shareholders that want to accept the Offer, and have not already done so, must complete and submit the acceptance form which is included in the Offer Document before 16:30 hours (CEST) on 28 September 2022.

The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, electronically available at www.abgsc.com where also contact information can be found for questions related to the Offer and the acceptance form. The acceptance form includes information on how and where to submit the form in order to accept the Offer.

Advisors:
ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as legal advisor to Magseis Fairfield.


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