NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. FURTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.
Reference is made to the press release published by Electromagnetic Geoservices ASA ("EMGS" or the "Company") dated 16 April 2018, relating to the Comprehensive Refinancing.
The Financial Supervisory Authority of Norway has approved a prospectus (the "Prospectus") covering (i) the Rights Issue, consisting of the issuance of up to 39,540,816 new shares at a subscription price of NOK 2.45 and with tradable subscription rights for existing shareholders of the Company, and the subsequent listing of the new shares; and (ii) the Bond Issue, consisting of the issuance of 325,000 convertible bonds, each having a par value of USD 100 and each being convertible into ordinary shares in the Company at a conversion price of USD 0.42677 per share.
A link to the Prospectus can be found on the Company's homepage www.emgs.com.
The Subscription Period commences on 20 April 2018 at 09:00 CET and expires on 4 May 2018 at 12:00 CET. The Rights Issue Subscription Rights will be listed and tradable on Oslo Børs under the ticker "EMGS S" from 20 April 2018 at 09:00 CET until 2 May 2018 at 16:30 CET.
Information regarding the number of Rights Issue Subscription Rights that has been allocated to each Rights Issue will be made available through VPS investor services on 20 April 2018. One Rights Issue Subscription Right will, subject to applicable securities law, give the holder the right to subscribe for and be allocated one new share in the Company in the Rights Issue. Oversubscription is permitted.
Acquired Rights Issue Subscription Rights will give the same right to subscribe for and be allocated new shares as Rights Issue Subscription Rights held by Rights Issue Eligible Shareholders on the basis of their registered holdings as of the Record Date.
The Rights Issue Subscription Rights are expected to have an economical value. Please note that Rights Issue Subscription Rights that are not used to subscribe for new shares before the end of the Subscription Period or sold before 16:30 CET on 2 May 2018 will lapse without compensation and consequently be of no value. Holders of Rights Issue Subscription Rights (whether granted or acquired) should note that subscriptions for new shares must be made in accordance with the procedures set out in the Prospectus.
For further information regarding the subscription procedure under the Rights Issue and the Bond Issue, please refer to the stock exchange notification published by EMGS on 16 April 2018 and the Prospectus sections 5 and 6.
For further information, please contact: Hege Veiseth, CFO, +47 99 21 67 43
About EMGS
EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM) technology to support oil and gas companies in their search for offshore hydrocarbons. EMGS supports each stage in the workflow, from survey design and data acquisition to processing and interpretation. The Company's services enable the integration of EM data with seismic and other geophysical and geological information to give explorationists a clearer and more complete understanding of the subsurface. This improves exploration efficiency and reduces risks and the finding costs per barrel.
EMGS operates on a worldwide basis with offices in Trondheim, Oslo, Houston, Villahermosa, Rio de Janeiro and Kuala Lumpur.
For more information, visit www.emgs.com
Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Singapore or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan, Hong Kong, Singapore or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Receiving Agent assumes any responsibility in the event there is a violation by any person of such restrictions. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This announcement is an advertisement and does not constitute a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). The distribution of this release may in certain jurisdictions be restricted by law. 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. The Receiving Agent is acting for the Company and no one else in connection with the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Offering and/or any other matter referred to in this release.
EMGS: Approved Prospectus and commencement of Subscription
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