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Oslo, Norway (18 September 2023) - Reference is made to the joint announcement made by TGS ASA (“TGS” or the “Company”) and PGS ASA ("PGS") today regarding an intention to merge the two companies (the "Merger"). TGS hereby announces a contemplated private placement (as defined below) of shares in the Company, consisting of up to 6,250,000 new shares (the "New Shares"), corresponding to approximately 5% of the current number of shares outstanding in the Company (the "Private Placement").
The final size of the Private Placement and the final number of New Shares will be resolved by the Board of Directors of the Company (the “Board”) following an accelerated bookbuilding process. The Company intends to use the net proceed from the issuance of the New Shares (as defined below) to strengthen the Company's equity capital and for general corporate purposes, including in view of the announced Merger. In line with the Company’s principle of maintaining a solid balance sheet, the proceeds will support the Company’s plan of optimizing the financing structure and minimize cost of capital following the Merger.
PGS ASA is expected to undertake a concurrent private placement that is sized to maintain the agreed relative ownership in the Merger.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The subscription price and allocation of shares in the Private Placement will be determined through an accelerated bookbuilding process. The bookbuilding period commences today at 16:30 CEST and ends on 19 September 2023 at 08:00 CEST. The bookbuilding may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange tomorrow, 19 September 2023. Completion of the Private Placement is subject to final approval by the Board.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The allocation will be determined after the bookbuilding period and final allocation will be made at the Board’s sole discretion. Notification of allocation and payment instructions is expected to be issued to the applicants on or about 19 September 2023 through a notification to be issued by the Joint Bookrunners (as defined below).
The New Shares will be issued by the Board pursuant to an authorisation granted by the annual general meeting of the Company on 10 May 2023.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction ("DVP"). The Company will enter into a pre-funding arrangement with [the Managers] to provide for the DVP settlement.
The New Shares allocated to applicants will be tradeable only after the share capital increase relating to the New Shares has been registered by the Norwegian Register of Business Enterprises (the “NRBE”).
The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. 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. The Private Placement will reduce execution and completion risk and allows for the Company to raise capital more quickly. The Private Placement will also enable the Company to utilize current market conditions, raise capital at a lower discount compared to a rights issue and avoid the underwriting commissions normally seen with rights offerings. Further, any subsequent offering, if resolved upon and implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
On this basis the Board has considered the proposed transaction structure, i.e. the Private Placement, to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
Advisors
Sparebank 1 Markets AS and ABG Sundal Collier ASA are acting as joint bookrunners (the "Joint Bookrunners") to the Company and Advokatfirmaet Schjødt is acting as legal advisor to the Company in connection with the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Sven Børre Larsen, CFO at TGS ASA on 18 September 2023 at 16:30 CEST on behalf of the Company.
For additional information, please contact:
Sven Børre Larsen
CFO
Tel: +47 909 43 673
Email: investor@tgs.com
Important Notices
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 the Company. 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 believes 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 investment levels and need for the Company’s services, 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 of the Joint Bookrunners 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 Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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