Lysaker, 7 November 2019
Reference is made to the announcement on 6 November 2019 regarding approved prospectus (the “Prospectus”) prepared in connection with listing of the 37,500,000 new shares placed in the private placement (the “Private Placement”) and the subsequent offering (the “Subsequent Offering”) of up to 8,333,333 new shares (the “Offer Shares”) in Axxis Geo Solutions ASA (the "Company"). Subscription price in the Subsequent Offering is NOK 6 per Offer Share (the “Subscription Price”).
Shares placed in the Private Placement will from today, 7 November 2019, be tradable on Oslo Axess under the Company's ordinary ISIN (NO 0010778095).
The subscription period for the Subsequent Offering commences at 09:00 hours (CET) today, 7 November 2019 and expires at 16:30 hours (CET) on 21 November 2019 (the "Subscription Period").
The shareholders of the Company as of 10 October 2019 (and being registered as such in the Norwegian Central Security Depository (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"), will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Offer Shares.
Each Eligible Shareholder will, subject to applicable securities laws, be granted 1.07 Subscription Rights for every existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription is permitted, however, subscription without Subscription Rights is not permitted.
Subscription Rights will have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will have no value and will lapse without compensation to the holder.
For further details on the terms of the Subsequent Offering, please see the Prospectus, which is available on the following websites: www.axxisgeo.com, www.abgsc.no, www.fearnleysecurities.no and www.sb1markets.no. Printed copies of the prospectus may also be obtained free of charge at the offices ABG Sundal Collier ASA, Munkedamsveien 45e, 0250 Oslo, Norway.
ABG Sundal Collier ASA, Fearnley Securities AS and SpareBank 1 Markets AS are managers for the Subsequent Offering.
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