PGS ASA: Approval and publication of the prospectus – Listing of shares and subsequent offer

June 29, 2022


Reference is made to previous PGS ASA stock market announcements (“GSP“or the”Company”) regarding a successfully placed private placement (the “Private placement“) new shares of the Company, generating gross proceeds of approximately NOK 800 million and a possible subsequent offering (the “Subsequent placement) up to 38,155,803 new shares at a subscription price of NOK 3.70, and approval by the extraordinary general meeting of the Company on May 27, 2022.

The Private Placement consisted of a tranche of 74,200,000 new shares (“Tranche 1“) and a second tranche of 142,016,216 new shares (“Slice 2“). The new shares of Tranche 1 and Tranche 2 were issued on May 31, 2022. The shares of Tranche 1 were registered on the ordinary ISIN of the Company and the new shares allocated to the investors of the Tranche 2 have been issued on a separate ISIN NO0012535840 until a listing prospectus for the new shares is approved and published.

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 was approved today by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet). The Prospectus is available on the Company’s website

The new shares allocated in Tranche 2 will be registered under the Company’s ordinary ISIN number NO0010199151 and will become freely tradable on Oslo Børs under the symbol “PGS” on or about June 30, 2022.

The subsequent offer

The subsequent offering consists of a maximum of 38,155,803 new shares at a subscription price of NOK 3.70 per share (the “Offer shares”) generating gross proceeds of up to NOK 141,176,471.

The Subsequent Offer is addressed to eligible shareholders of PGS who (i) were shareholders of the Company on 3 May 2022, as registered in the register of shareholders of PGS with the Norwegian central securities depository (Nw. Verdipapirsentralen), Euronext Securities Oslo (the “please“) on May 5, 2022 (the “Registration Date“), (ii) have not received new shares under the Private Placement, and (iii) are not resident in a jurisdiction where such an offer would be illegal or, for jurisdictions other than Norway, would require a prospectus, filing, registration or similar action Eligible shareholders will be entitled to the allotment of 0.13803 non-negotiable allotment rights to subscribe for and, upon subscription, be allotted new shares, for each share held in the Company on the Record Date (the “Subscription rights”), rounded to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, a right to subscribe and be allocated one Offered Share. Oversubscription is permitted, but subscription without subscription rights is not permitted.

The subscription period for the Subsequent Offering will start on July 1, 2022 at 09:00 a.m. (CEST) and will end on July 15, 2022 at 12:00 p.m. (CEST).

The allotment of the Offered Shares is expected to take place on or about July 18, 2022 and payment for the Offered Shares allotted to a subscriber is expected to mature on or about July 20, 2022. Pursuant to a pre-financing agreement between the Company and Carnegie AS , the Company anticipates that the capital increase relating to the subsequent offering will be registered with the Norwegian Companies Register (Nw. Foretaksregisteret) on or about July 20, 2022 and that the offering shares will be delivered to VPS accounts. to subscribers to whom they are allocated on or about July 21, 2022, subject to timely payment of the offering price by the subscriber.

Reference is made to the Prospectus and the subscription form available on this link:–listing-of-shares-and-subsequent-offering for more information and the terms and conditions of the Subsequent Offer.

Carnegie AS is acting as manager in the subsequent offering and Advokatfirmaet BAHR AS is acting as legal advisor to the Company.


Bård Stenberg, Vice President IR and Corporate Communications

Mobile: +47 99 24 52 35


PGS and its subsidiaries is a fully integrated marine geophysics company that provides a wide range of seismic and reservoir services, including data acquisition, imaging, interpretation and field evaluation. Our services are provided to the oil and gas industry, as well as broader and emerging new energy industries, including carbon storage and offshore wind. The group operates globally with its headquarters in Oslo, Norway, and the PGS stock is listed on the Oslo Stock Exchange (OSE: PGS). For more information on PGS visit


This announcement is not and does not form part of an offer to sell or a solicitation of an offer to buy securities of PGS. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. No copy of this announcement is being made and may not be distributed or sent to any jurisdiction in which such distribution would be unlawful or would require registration or other action. Persons in possession of this announcement or such other information are responsible for informing themselves of and observing these restrictions.

The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, therefore, may not be offered or sold in the United States without applicable registration or authorization. exemption from the registration requirements of the Securities Act and in accordance with applicable United States securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to make a public offering of securities in the United States. Any sales in the United States of the securities mentioned in this announcement will be made only to “qualified institutional buyers” as defined in Rule 144A of the Securities Act.

In any Member State of the EEA, this communication is addressed and addressed only to qualified investors of that Member State within the meaning of the Prospectus Regulation, i.e. only to investors who can receive the offer without a prospectus. approved in that EEA Member State. . The expression “Prospectus Regulation” means Regulation 2017/1129 as amended and any implementing measure applicable in any Member State.

This communication is only being distributed and is directed only to persons in the United Kingdom who are (i) investment professionals falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) property entities and other persons to whom this announcement may lawfully be communicated, falling within section 49(2)(a) to (d) of the Order (all such persons being referred to together as “data subjects”). This communication should not be exploited or relied upon by persons who are not data subjects. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will only be engaged in with Relevant Persons. Persons distributing this communication should ensure that it is legal to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and can be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intend”, ” estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements contained in this release are based on various assumptions, many of which are, in turn, based on other assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to important known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and which are beyond its control. control.

Actual events may differ materially from any anticipated development due to a number of factors, including, but not limited to, changes in levels of public sector investment, changes in economic, political and general market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable strategic acquisitions and investments, and changes in laws and regulations and the potential impact of legal proceedings and actions. These 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 makes no warranty that the assumptions underlying the forward-looking statements contained in this announcement are free from error and accepts no responsibility for the future accuracy of the opinions expressed in this announcement nor any obligation to update or to revise statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements contained herein.

The information, opinions and forward-looking statements contained in this announcement speak only as of its date and are subject to change without notice. The Company undertakes no obligation to review, update, confirm or publicly release any revisions to the forward-looking statements to reflect events that occur or circumstances that arise in connection with the contents of this announcement.

Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the content of this announcement or any matter referred to herein. .

This announcement is for informational purposes only and should not be relied upon as a substitute for the exercise of independent judgment. It is not intended as investment advice and should not be used or considered as an offer to sell, or a solicitation of an offer to buy securities or a recommendation to buy or sell securities. of the society. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this advertisement.

This information is subject to the disclosure requirements in accordance with section 5-12 of the Norwegian Securities Act.

Jacob L. Thornton