Lysaker, 4 November 2019
Reference is made to previous announcements regarding the private placement in Axxis Geo Solutions ASA (the "Company") conducted after close of Oslo Børs on 10 October 2019.
The board of directors has today resolved to carry out a subsequent offering (the “Subsequent Offering”) of up to 8,333,333 shares, each at a subscription price of NOK 6 per share (the "New Shares"). The New Shares will be offered subscribed by shareholders as at 10 October 2019 as registered with the VPS on 14 October 2019 (the "Record Date") and who (i) were not allocated shares in the private placement and (ii) are not resident in a jurisdiction where the offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Eligible Shareholders”). Eligible Shareholders will receive 1.07 non-transferrable subscription rights for each share recorded on the Record Date, rounded down to the nearest whole subscription right. One subscription right will give right to subscribe and be allocated one New Share in the Subsequent Offering. Oversubscription by Eligible Shareholders will be allowed, subscription without subscription rights will not be permitted. The subscription rights will not be listed and tradeable. Subscription rights not used to subscribe for shares prior to the expiry of the subscription period will lapse without compensation to the holder and will consequently be of no value.
Further information about the Subsequent Offering, including the subscription period, will be set out in a prospectus which is expected to be published on or about 7 November 2019.
By approving the Subsequent Offering, the board of directors have set aside existing shareholders' formal pre-emption right to subscribe the New Shares. This is done in order to allow shareholders who did not participate in the private placement to subscribe the shares and it deemed to be in the best interest of the Company.
The shareholders are further reminded that the shares related to the Tranche 2 of the private placement that were registered with the Register of Business Enterprises earlier today are placed on a separate ISIN and not be tradable until a prospectus has been published by the Company.
Important information:
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
Contacts
Svein Knudsen, CFO
Svein.Knudsen@axxisgeo.com
+47 906 94 170
Nina Midtlie, Group Financial Director
nina.midtlie@axxisgeo.com
+47 982 06 378
About AGS
Axxis Geo Solutions (AGS) is a pure-play ocean bottom node seismic company uniquely positioned to pursue both contract and multi-client seismic. AGS specializes on delivering tailored seismic solutions and flexible project management and execution to oil and gas companies world-wide. Its operations are based on a scalable asset-light setup through chartering of vessels and nodes to complete seismic surveys.
AGS is listed on Oslo Axess and traded under the ticker AGS.
More information on www.axxisgeo.com