NOT TO DISTRIBUTE, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISTRIBUTION WOULD BE ILLEGAL
Oslo, Norway (August 24, 2022) – Reference is made to the stock exchange announcement dated June 29, 2022 regarding the recommended voluntary exchange offer (the “Offer”) by TGS ASA (“TGS”, OSE: TGS) to acquire all the shares of Magseis Fairfield ASA (“Magseis”, OSE: MSEIS).
Following today’s approval of the offer document (the “Offer Document”) by the Oslo Stock Exchange, the Offer has been formally launched and the acceptance period for the Offer has begun. The acceptance period will expire at 4:30 p.m. (CEST) on September 21, 2022, subject to extensions by TGS (but in no event will be extended beyond 4:30 p.m. (CET) on November 1, 2022).
For more details, please refer to the launch announcement available on the Magseis ticker at www.newsweb.no (or use the following link: www.newsweb.oslobors.no/message/569497). The full Offer Document will be distributed to Magseis shareholders and will also be available electronically at www.abgsc.no.
ABG Sundal Collier ASA is acting as financial advisor to TGS and as receiving agent for the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to Magseis.
Sven Borre Larsen, Chief Financial Officer
Tel: +47 909 43 673
Stig Hognestad, Chief Financial Officer
Tel: +47 902 59 040
TGS provides scientific data and information to companies active in the energy sector. In addition to a global, extensive and diverse energy data library, TGS offers specialized services such as advanced processing and analysis, and cloud-based data applications and solutions.
This information is subject to the disclosure requirements in accordance with Section 5-12 of the Norwegian Securities Act.
It may be illegal to distribute this announcement in some jurisdictions. This advertisement is not intended for distribution in Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, South Africa, the United States or any other jurisdiction where a such distribution would be illegal. The information contained in this press release does not constitute an offer of securities for sale in these jurisdictions. Persons in possession of this authorization must inform themselves of and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. This announcement does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for securities in the United States.
The Offer or the Consideration Shares referred to in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “United States Securities Act”), or any state securities law and may not be offered or sold. in the United States or to US Persons, unless they are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available. The information in this announcement is for informational purposes only and does not purport to be comprehensive or comprehensive. TGS does not intend to make a public offering in the United States. The Counterparty Shares will only be sold to persons outside the United States pursuant to Regulation S of the US Securities Act. For U.S. Persons or to persons who are otherwise subject to United States securities laws, the Consideration Shares will only be sold to “accredited investors”, as defined in Rule 501(a) in under Regulation D of the United States Securities Act, pursuant to the exemption from registration provided by Rule 506(c) under such United States Securities Act. Copies of this announcement are not and must not be distributed or sent to the United States.
In the United Kingdom, this announcement is for distribution only and is directed only to persons who (i) have professional experience in matters relating to investments which fall under section 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 section 49(2)(a) to (d) (“companies with high net worth, unincorporated associations, etc.”) of the Financial Promotion Ordinance, or (iii) are persons to whom an invitation or inducement to engage in investment activity (as defined of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of securities may otherwise lawfully be communicated or communicated (all such persons being referred to as “relevant persons”).
This announcement is directed only to data subjects and should not be used or relied upon by persons who are not data subjects. 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. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Regulation, as implemented in such relevant Member State, from the obligation to publish a prospectus for offers of securities. Accordingly, any person making or intending to make an offer in such Member State of securities, which are the subject of the offer contemplated in this announcement, may only do so in circumstances in which no there is no obligation for TGS to publish a prospectus in accordance with Article 3 of the Prospectus Regulation or complete a prospectus in accordance with Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither TGS nor any of the advisers has authorized or authorizes the making of any offer of securities through a financial intermediary, other than offers made by TGS which constitute the final offering of the securities contemplated in this advert. Neither TGS nor any of the advisers has authorized or authorizes the making of an offer of securities in circumstances in which an obligation arises for the Company to publish or complete a prospectus for such an offer.
This press release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal and state jurisdictions. All statements, other than statements of historical facts, included herein, including, without limitation, statements regarding the offering or the future plans and objectives of TGS or Magseis are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Neither TGS nor Magseis nor any of their advisers and/or any of their affiliates or any of their directors, officers, employees, advisers, agents or any other person accept any responsibility or liability for any nature whatsoever, or make any representations or warranties, express or implied, as to the accuracy, completeness, or fairness of any information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Offer, TGS or Magseis.
The issue, subscription or purchase of TGS shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis nor their advisers assume any responsibility for any breach by any person of these restrictions.