NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcements by Axxis Geo Solutions ASA (the "Company") on 30 April 2021 and 3 May 2021 regarding the private placement raising gross proceeds of approximately NOK 144.5 million (the "Private Placement") and a potential subsequent offering of up to 200,000,000 new shares in the Company (the "Subsequent Offering"). Reference is further made to previous stock exchange announcements by the Company regarding the conversion of debt as part of the reconstruction of the Company (the "Debt Conversion").
The Financial Supervisory Authority of Norway has approved a prospectus dated 16 June 2021 (the "Prospectus") prepared in connection with (i) the listing of 1,445,000,000 new shares in the Company issued in connection with the Private Placement; (ii) the listing of 424,399,458 new shares in the Company issued in connection with the Debt Conversion; and (iii) the Subsequent Offering and listing of up to 200,000,000 offer shares.
The Prospectus will be available on the following websites: www.axxisgeo.com, www.sb1markets.no/ and www.abgsc.no. The new shares issued in connection with the Private Placement and Debt Conversion will be transferred to the Company's ordinary ISIN and be listed and tradeable on Euronext Expand Oslo from 17 June 2021.
Launch of the Subsequent Offering is conditional on approval by the annual general meeting of the Company to be held on 23 June 2021. Subject to such approval being granted, and subject to the Subsequent Offering not being cancelled by the Board of Directors due to prevailing market conditions, the subscription period in the Subsequent Offering will commence on 24 June 2021 at 12:00 (CET) and end on 8 July 2021 at 16:30 (CET) (the "Subscription Period"). Further information regarding the Subsequent Offering will be published in a separate stock exchange announcement before commencement of the Subscription Period.
ABG Sundal Collier ASA and Sparebank 1 Markets AS are acting as managers and joint bookrunners in the Subsequent Offering (the "Managers").
Contacts
Ronny Bøhn, CEO
Ronny.Bohn@axxisgeo.com
+47 905 58 517
Nils Haugestad, CFO
Nils.Haugestad@axxisgeo.com
+47 977 04 439
About AGS
Axxis Geo Solutions (Axxis) is a pure-play ocean bottom node seismic company uniquely positioned to pursue both contract and multi-client seismic. Axxis 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.
Axxis is listed on EURONEXT EXPAND OSLO and traded under the ticker Axxis.
More information on www.axxisgeo.com
Important information:
This announcement is not an offer to sell or a solicitation of an offer to purchase or subscribe for shares in the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement 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. In particular, this announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan or the United States.
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.
Neither the Managers 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 and any materials distributed in connection with this announcement 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 such forward-looking statements.
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 of the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.