June 3, 2019: Oslo, Norway, following the announcement on May 27, 2019 that PGS
has initiated a refinancing, the Company has launched a $150 million 5.5-year
second lien debt in the form of a Senior Secured Second Lien Bond due January
2025 (the "Notes").
As previously announced, upon completion, the proceeds of the refinancing will
be used by the Company to prepay its existing $380 million term loan maturing in
March 2021, to redeem its existing $212 million senior notes maturing in
December 2020, and to reduce drawings currently outstanding under its revolving
credit facility.
A roadshow for the Notes will run from June 6, 2019 and the transaction is
expected to close in June 2019.
FOR DETAILS, CONTACT:
Bård Stenberg, SVP IR & Corporate Communications
Mobile: +47 99 24 52 35
***
PGS ASA and its subsidiaries ("PGS" or "the Company") is a focused marine
geophysical company that provides a broad range of seismic and reservoir
services, including acquisition, imaging, interpretation, and field evaluation.
The Company MultiClient data library is among the largest in the seismic
industry, with modern 3D coverage in all significant offshore hydrocarbon
provinces of the world. The Company operates on a worldwide basis with
headquarters in Oslo, Norway and the PGS share is listed on the Oslo stock
exchange (OSE: PGS). For more information on PGS visit www.pgs.com.
***
The information included herein contains certain forward-looking statements that
address activities, events or developments that the Company expects, projects,
believes or anticipates will or may occur in the future. These statements are
based on various assumptions made by the Company, which are beyond its control
and are subject to certain additional risks and uncertainties. The Company is
subject to a large number of risk factors including but not limited to the
demand for seismic services, the demand for data from our MultiClient data
library, the attractiveness of our technology, unpredictable changes in
governmental regulations affecting our markets and extreme weather conditions.
For a further description of other relevant risk factors we refer to our Annual
Report for 2018. As a result of these and other risk factors, actual events and
our actual results may differ materially from those indicated in or implied by
such forward-looking statements. The reservation is also made that inaccuracies
or mistakes may occur in the information given above about current status of the
Company or its business. Any reliance on the information above is at the risk of
the reader, and PGS disclaims any and all liability in this respect.
The Notes will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws.
Accordingly, the Notes will be, offered only to qualified institutional buyers
and to persons outside the United States in reliance on Rule 144A and Regulation
S under the Securities Act, respectively. Unless so registered, the Notes may
not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the Securities Act and applicable state
securities laws.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy the Notes or any other security and shall not constitute an offer,
solicitation or sale in the United States or in any jurisdiction in which, or to
any persons to whom, such offering, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
jurisdiction.
In member states of the EEA, this announcement and any offer of securities if
made subsequently is directed only at persons who are "qualified investors"
within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified
Investors"). Any person in the EEA who acquires securities in any offer of
securities (an "investor") or to whom any offer of securities is made will be
deemed to have represented and agreed that it is a Qualified Investor. Any
investor will also be deemed to have represented and agreed that any securities
acquired by it in the offer have not been acquired on behalf of persons in the
EEA other than Qualified Investors or persons in the UK and other Member States
(where equivalent legislation exists) for whom the investor has authority to
make decisions on a wholly discretionary basis, nor have the securities been
acquired with a view to their offer or resale in the EEA to persons where this
would result in a requirement for publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Directive. The Company and others will
rely upon the truth and accuracy of the foregoing representations and
agreements.
This communication is being distributed only to, and is directed at persons who
(i) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order") (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 in connection with the issue and
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail in EEA.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this announcement 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.
This information is subject to the disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act.