PGS ASA: Private Placement Successfully Placed

Source Press Release
Company Petroleum Geo Services ASA 
Tags Equity Financing, Financing
Date January 21, 2020

Reference is made to the stock exchange announcement by PGS ASA (“PGS” or the “Company”) on 21 January 2020 regarding a contemplated private placement (the "Private Placement") of new shares.

The bookbuilding for the Private Placement has been successfully completed, raising gross proceeds of NOK 849,999,960 (corresponding to approximately USD 95 million based on a currency exchange rate of USD/NOK 8.9477), through the allocation of 48,627,000 new shares in the Company (the “New Shares”), each at a subscription price of NOK 17.48 per New Share. The Private Placement was substantially oversubscribed.

Completion of the Private Placement is subject to all necessary corporate resolutions being in place, including but not limited to the approval of an extraordinary general meeting of the Company expected to be held on or about 13 February 2020 (the “EGM”) and the New Shares being validly issued and fully paid. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote in favour of the Private Placement and any Subsequent Offering (as defined below) at the EGM. A separate notice of the EGM is expected to be announced and distributed on or about 22 January 2020.

Notices of conditional allocation of New Shares are expected to be distributed to the investors on 22 January 2020. The Managers expect to issue notifications with payment instructions for the Private Placement immediately after the EGM with payment date expected to be on or about 17 February 2020.

The Private Placement is expected to be settled on a delivery versus payment basis. The shares delivered to the subscribers are thus expected to be tradable upon delivery. The New Shares are expected to be issued shortly after the EGM, subject to timely payment by the investors who have been allocated New Shares in the Private Placement. Following registration of the share capital increase pertaining to New Shares, the issued share capital of the Company is expected to be NOK 1,161,620,988 comprising 387,206,996 shares, each with a nominal value of NOK 3.00.

The Private Placement involves the setting aside of the shareholders’ preferential rights to subscribe for the New Shares. The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act, in particular due to the fact that the Private Placement structure will be required to secure the minimum equity raise condition relating of the refinancing as described in the Company’s announcement on 21 January 2020, reduce execution and completion risk, allow for the Company to raise capital more quickly, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Furthermore, the Board of Directors has put significant emphasis on existing shareholding as an allocation criteria in the Private Placement.

The Subsequent Offering

Subject to inter alia (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of PGS’ shares being higher than the Subscription Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority (the “Prospectus”), PGS shall carry out a subsequent offering (the “Subsequent Offering”) of up to 5,120,000 new shares in the Company. A Subsequent Offering will be, if made, and on the basis of the Prospectus, be directed towards eligible shareholders in PGS who (i) are shareholders in the Company as of the day of the expiry of the bookbuilding period for the Private Placement, as registered as shareholders in PGS’ register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of 23 January 2020, (ii) are 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 (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable allocation rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected in H1 2020, and the subscription price in the Subsequent Offering will be the same as in the Private Placement. PGS will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.

PGS has retained Nordea Bank Abp, filial i Norge, J.P. Morgan Securities PLC, Pareto Securities AS, ABN AMRO Bank N.V., Barclays Bank PLC and DNB Markets, a part of DNB Bank ASA as Joint Bookrunners in the Private Placement (collectively, the "Managers"). Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement. Advokatfirmaet Thommessen AS acts as legal advisor to the Managers in connection with the Private Placement.

Source: EvaluateEnergy® ©2020 EvaluateEnergy Ltd