Reference is made to the stock exchange announcements by PGS ASA (“PGS” or the “Company”) on 1 November 2022 regarding a successfully placed private placement (the "Private Placement") of new shares in the Company, raising gross proceeds of NOK 1,536 million (corresponding to approximately USD 150 million), a potential subsequent offering (the “Subsequent Offering) of new shares, and the calling for an extraordinary general meeting (the “EGM”) in the Company to approve the Private Placement and the Subsequent Offering.
The EGM was today held as a virtual meeting, and all resolutions on the agenda were approved, including the share capital increase pertaining to the Private Placement by issuing 229,250,000 new shares in the Company (the “New Shares”).
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"), allocated among applicants on a pro-rata basis based on their overall allocation in the Private Placement (subject to rounding).
It is expected that the share capital increase relating to the issuance of the New Shares will be registered with the Norwegian Register of Business Enterprises on or about 24 November 2022, and that the Private Placement will be completed by delivery of New Shares against payment (DVP) on or about 25 November 2022. 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 Company expects that a listing prospectus (the "Prospectus") will be approved by the Financial Supervisory Authority of Norway prior to completion of the Private Placement, in which case the New Shares allocated to investors in Tranche 2 will be tradeable on Oslo Børs at the same time as the New Shares allocated to investors in Tranche 1. In the event the Prospectus is not approved prior to completion of the Private Placement, the New Shares allocated in Tranche 2 will not be tradeable on Oslo Børs until the Prospectus has been approved and will be issued on a separate ISIN until such Prospectus is published, which in any event is expected to occur shortly after completion of the Private Placement.
The EGM also approved a share capital increase pertaining to the Subsequent Offering of up to 45,841,000 new shares at a subscription price of NOK 6.70 per share for gross proceeds of up to approximately NOK 307 million, as further announced on 2 November 2022. Subject to approval of the Prospectus, the subscription period for the Subsequent Offering is expected to commence on or about 28 November 2022. Further information will be published by the Company once the Prospectus has been approved.
