November 26, 2020: Oslo, Norway, PGS ASA (the "Company or "PGS") announces today
that it has launched a scheme of arrangement in England (the "Scheme") via the
issuance of a practice statement letter to the lenders under its ~$350 million
revolving credit facility and ~$522 million term loan B facility (the "RCF/TLB
Facility").
PGS is proposing the Scheme in order to implement the financing transaction
announced on October 21, 2020 (the "Transaction") in the manner contemplated in
the Lock-Up Agreement dated October 21, 2020 (as described in PGS' announcement
on that date). As of the date of this announcement, lenders representing 95.4%
by value of debt and 99.5% by number of the RCF/TLB Facility have entered into
the Lock-up Agreement and thereby agreed to support the Transaction. This
represents more than sufficient majorities to meet the relevant Scheme approval
levels (being 75% by value and a majority in number of creditors which attend
the relevant meeting and vote in respect of the Scheme).
If sanctioned by the English Court, the proposed Scheme will enable the
implementation of the Transaction and will bind all RCF and TLB lenders
(including those who vote against or do not vote in respect of the Scheme) to
the terms of the Transaction.
As previously announced, the Transaction is expected to close during the course
of Q1 2021.
The Company will continue to operate its business as usual by performing its
other obligations, including making payments of interest, as they fall due.
The Company will provide updates in due course as appropriate.
Further details regarding the Scheme are contained in the practice statement
letter and the Lock-Up Agreement. The practice statemenet letter and the Lock-Up
Agreement are available to Scheme Creditors only and can be accessed on
www.lucid-is.com/pgs (http://www.lucid-is.com/pgs). Scheme Credtitors that have
questions in relation to the practice statement letter or the Scheme may contact
Lucid Issuer Services Limited as Information Agent appointed by the Company at
the details below.
FOR DETAILS, CONTACT:
BÅRD STENBERG, VP IR & CORPORATE COMMUNICATION
MOBILE: +47 99 24 52 35
For Scheme Creditors:
Lucid issuer Services limited
victor parzyjagla
Telephone: +44 20 7704 0880
email: pgs@lucid-is.com
***
PGS is an integrated marine geophysical company, providing advanced subsurface
images, plus 2D and 3D data, that energy companies use to find and produce oil
and gas. PGS MultiClient data library is among the largest in the seismic
industry, with modern 3D coverage in all significant offshore hydrocarbon
provinces worldwide. 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 (http://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 multi-client 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 2019. 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.
Any securities proposed to be issued in connection with the Scheme will not be
registered under the US Securities Act of 1933, as amended (the "US Securities
Act") and may not be offered or sold in the United States, or to or for the
account or benefit of US persons (as defined in Regulation S under the US
Securities Act), unless they are registered under the US Securities Act or an
exemption from the registration requirements is available.
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