Reference is made to previous stock exchange announcements by PGS ASA (“PGS” or the “Company”) regarding a successfully placed private placement (the "Private Placement") of new shares in the Company (the “New Shares”), 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 Company’s extraordinary general meeting’s approval of the same 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"), allocated among applicants on a pro-rata basis based on their overall allocation in the Private Placement (subject to rounding).
The share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises today 24 November 2022.
The Company has prepared a prospectus for the listing of the Tranche 2 shares and the listing and offering of the shares in the Subsequent Offering (the “Prospectus”), which has been approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) today 24 November 2022.
As a result of the Prospectus already having been approved and published, both the new shares allocated in Tranche 1 and the new shares allocated in Tranche 2 will be registered on the Company’s ordinary ISIN NO0010199151 and become tradable on Oslo Børs under the trading symbol “PGS” as from the time of this announcement. The Private Placement will be completed by delivery of New Shares against payment (DVP) on 25 November 2022.
Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is NOK 2,728,649,142 comprising 909,549,714 shares, each with a nominal value of NOK 3.00.
The Subsequent Offering
The Subsequent Offering consists of up to 45,841,000 new shares at a subscription price of NOK 6.70 per share (the “Offer Shares”) raising gross proceeds of up to approximately NOK 307 million.
The Subsequent Offering is directed towards eligible shareholders in PGS who (i) were shareholders in 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) 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. Eligible shareholders will be entitled to allocation of 0.07921 non-tradable allocation rights to subscribe for, and, upon subscription, be allocated new shares, for each share held in the Company on the Record Date (the “Subscription Rights”), rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, a right to subscribe for and be allocated one Offer Share. Over-subscription is permitted, but subscription without Subscription Rights is not permitted.
The subscription period for the Subsequent Offering will commence on 28 November 2022 at 09:00 (CET) and will close on 12 December 2022 at 12:00 (CET).
Allocation of the Offer Shares is expected to take place on or about 13 December 2022 and payment for allocated Offer Shares is expected to fall due on or about 15 December 2022. Pursuant to a pre-funding arrangement expected to be entered into between the Company, Carnegie AS and Pareto Securities AS, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) on or about 15 December 2022 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 16 December 2022, subject to timely payment of the offer price by the subscriber.
Carnegie AS and Pareto Securities AS are acting as Managers in the Subsequent Offering and Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
