NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo/Houston, 23 September 2022
Reference is made to the announcements on 29 June 2022 and 24 August 2022, and the offer document dated 24 August 2022 (the “Offer Document”) regarding the recommended voluntary exchange offer by TGS ASA (“TGS” or the “Offeror”, OSE: TGS) to acquire all outstanding shares (the “Shares”) in Magseis Fairfield ASA (“Magseis Fairfield”, OSE: MSEIS) against an offer consideration (the “Offer Consideration”) of (i) 0.0426 ordinary shares in TGS and (ii) NOK 2.3592 in cash (the “Offer”) per Magseis Fairfield share. Reference is further made to the stock exchange announcement dated 21 September 2022 regarding the extension of the offer period (the “Offer Period”) until 28 September 2022 at 16:30 hours (Norwegian time).
On 22 September 2022, TGS announced, subject to customary verification, that it had received acceptances of the Offer for a total of 193,842,471 shares, equalling approximately 71.34% of the outstanding shares and votes in Magseis Fairfield. The acceptances have now been verified.
TGS today announces that the condition to the Offer relating to minimum acceptance is partially waived by the Offeror, down to an acceptance level of 66.67% of the issued and outstanding share capital and voting rights, when taken together with any shares acquired or agreed to be acquired outside the Offer, on a fully diluted basis. Based on the number of acceptances received by TGS as of 21 September 2022, the minimum acceptance condition is hence fulfilled.
Kristian Johansen, CEO of TGS, comments: "We are pleased to see that our offer during the initial offer period has gained acceptance from a solid majority of Magseis Fairfield shareholders, reflecting the attractiveness of the transaction. While we we are now amending our minimum acceptance condition, remaining shareholders have the opportunity to tender their shares until 28 September 2022. We are confident of the path forward to deliver a combination of TGS and Magseis Fairfield, to the benefit of both companies and their stakeholders."
The Offer Document and the acceptance form are, subject to regulatory restrictions in certain jurisdictions, available at www.abgsc.com, where also contact information can be found for questions related to the Offer and the acceptance form. The acceptance form includes information on how and where to submit the form in order to accept the Offer.
ABG Sundal Collier ASA is acting as financial advisor to TGS and receiving agent for the Offer. Advokatfirmaet Schjødt AS is acting as legal advisor to TGS. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to Magseis Fairfield.
TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
TGS provides scientific data and intelligence 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 analytics alongside cloud-based data applications and solutions
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not 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 to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release 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 announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States.
The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. TGS does not intend to conduct a public offering in the United States. The Consideration Shares will only be sold to persons outside the United States in accordance with Regulation S of the U.S. Securities Act. For U.S. persons or to persons that are otherwise subject to the securities laws of the United States, the Consideration Shares will only be sold to "accredited investors," as defined in Rule 501(a) under Regulation D under the U.S. Securities Act, pursuant to the exemption from registration provided by Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall 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, or (iii) 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 or 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. 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 that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by TGS which constitute the final placement of the securities contemplated in this announcement. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the company to publish or supplement a prospectus for such offer.
This 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 fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of TGS or Magseis Fairfield are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, TGS or Magseis Fairfield.
The issue, subscription or purchase of shares in TGS is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis Fairfield nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.