NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
Oslo, Norway May 27, 2009:
Petroleum Geo-Services ASA ("PGS" or the "Company") has decided to effect a private placement directed towards professional Norwegian and international investors after the close of Oslo Børs today. The private placement comprises of up to 17,999,999 new shares and up to 3,625,223 treasury shares and the price in the private placement will be determined through an accelerated book-building process.
The purpose of the private placement is to strengthen the Company's balance sheet. Together with the Company's previously announced plans for asset sales, which are targeting proceeds of USD 200 million, the private placement will better position PGS in a more challenging market.
The private placement will amount to up to 21,625,222 shares, of which the number of new shares will comprise of up to 17,999,999 shares equivalent of up to approximately 9.99% of the current number of outstanding shares of the Company. Any such new shares will be issued in accordance with the Board proxy established at the Company's Annual General Meeting held on May 14, 2009.
The minimum order in the private placement has been set to the number of shares that equals an aggregate purchase price of at least the equivalent of NOK 2,000,000.
The book-building period opens today (May 27, 2009) at 17:30 CET and closes on May 28, 2009 at 08:30 CET. The managers may, however, at any time resolve to close or extend the book building period at their own discretion, but it will in no event close earlier than May 27, 2009 at 18:30 CET.
PGS has retained ABG Sundal Collier Norge ASA as global coordinator and sole bookrunner, and DnB NOR Markets and SEB Enskilda as lead managers for the private placement.
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Petroleum Geo-Services is a focused geophysical company providing a broad range of seismic and reservoir services, including acquisition, processing, interpretation, and field evaluation. The company also possesses the world's most extensive multi-client data library. PGS operates on a worldwide basis with headquarters at Lysaker, Norway.
For more information on Petroleum Geo-Services visit www.pgs.com.
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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 2007. 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.
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The shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be offered within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") or an "Accredited Investor" as defined under Rule 501(A) of the US Securities Act and in reliance upon an exemption from the registration requirements in the US Securities Act, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Any US investor will be requested to sign and return an investor representation letter certifying that it is either a QIB or an Accredited Investor. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any country in which such offer, solicitation or sale would be unlawful.
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