Share Issue/Capital Change • May 7, 2018
Share Issue/Capital Change
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EMGS: Mandatory notification of trade and updated overview of subscribing primary insiders' holdings of shares and bonds
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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE
AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
PRIMARY INSIDER NOTIFICATION:
Reference is made to the stock exchange notifications published by
Electromagnetic Geoservices ASA ("EMGS" or the "Company") pertaining to the
Comprehensive Refinancing, including the stock exchange notifications published
on 16 April 2018 and 19 April 2018, and to the stock exchange notification
published by the Company today, 7 May 2018, announcing the completion of the
Rights Issue and the Bond Issue.
As the Bond Issue was not fully subscribed, and in accordance with their
respective obligations under the Underwriting Agreements, additional allocations
under the Bond Issue have been made to the following two primary insiders on 7
May 2018:
1. An additional allocation of 49,060 bonds have been allocated to Siem
Investments Inc. ("Siem Investments"). Following this, a total of 126,800 bonds
(equal to USD 12,680,000) have been allocated to Siem Investments under the Bond
Issue.
2. An additional allocation of 53,700 bonds have been allocated to Perestroika
AS ("Perestroika"). Following this, a total of 126,800 bonds (equal to USD
12,680,000) have been allocated to Perestroika under the Bond Issue.
UPDATED OVERVIEW OF SUBSCRIBING PRIMARY INSIDERS' HOLDINGS OF SHARES AND BONDS:
The following primary insiders of EMGS have, on 7 May 2018, been allocated the
following number of new shares in the Rights Issue and bonds under the Bond
Issue, and will, following the delivery of new shares and bonds, expected to
happen on or about 15 May 2018, hold the following number of shares and bonds
(issued under the Bond Issue) in the Company:
1. Siem Investments has been allocated 9,458,017 new shares (equal to a total
shareholding in the Company of 31,327,467, corresponding to 23.92 per cent of
the issued and outstanding share capital following the registration of the new
shares).
In addition, Siem Investments has been allocated 126,800 bonds in the Bond
Issue, equal to 39.02 per cent of the total number of bonds issued under the
Bond Issue.
2. Perestroika has been allocated 8,891,948 new shares (equal to a total
shareholding in the Company of 29,452,795, corresponding to 22.49 per cent of
the issued and outstanding share capital following the registration of the new
shares).
In addition, Perestroika has been allocated 126,800 bonds in the Bond Issue,
equal to 39.02 per cent of the total number of bonds issued under the Bond
Issue.
3. RWC European Focus Master Inc. ("RWC") has been allocated 7,816,867 new
shares (equal to a total shareholding in the Company of 25,891,805,
corresponding to 19.77 per cent of the issued and outstanding share capital
following the registration of the new shares).
In addition, RWC has been allocated 65,000 bonds in the Bond Issue, equal to 20
per cent of the total number of bonds issued under the Bond Issue.
4. Laburnum AS ("Laburnum"), an entity controlled by Eystein Eriksrud, chairman
of the board of directors of the Company, has been allocated 121,258 new shares
(equal to a total shareholding in the Company of 299,271 following the
registration and delivery of the new shares).
In addition, Laburnum has been allocated 200 bonds in the Bond Issue.
5. MKB Invest AS ("MKB") an entity wholly owned and controlled by Mimi K.
Berdal, a member of the board of directors of the Company, has been allocated
28,484 new shares (equal to a total shareholding in the Company of 70,303
following the registration and delivery of the new shares).
In addition, MKB has been allocated 100 bonds in the Bond Issue.
6. Christiaan Vermeijden, CEO, has been allocated 40,000 new shares (equal to a
total shareholding in the Company of 40,000 following the registration and
delivery of the new shares).
In addition, Vermeijden holds 325,000 options (whereof 75,000 synthetic options)
in the Company.
7. Hege Veiseth, CFO, has been allocated 1,116 new shares (equal to a total
shareholding in the Company of 2,758 following the registration and delivery of
the new shares).
In addition, Veiseth holds 1,875 options in the Company.
8. Øyvind Greaker Bjørndal, CLC, has been allocated 11,000 new shares (equal to
a total shareholding in the Company of 11,000 following the registration and
delivery of the new shares).
Bjørndal holds zero (0) options in the Company.
9. Dag Helland-Hansen, Global Exploration Advisor, has been allocated 40,000 new
shares (equal to a total shareholding in the Company of 40,000 following the
registration and delivery of the new shares).
Helland-Hansen holds zero (0) options in the Company.
10. Johan Kr. Mikkelsen, member of the board of directors of the Company, has
been allocated 30,000 new shares (equal to a total shareholding in the Company
of 30,000 following the registration and delivery of the new shares).
Mikkelsen holds zero (0) options in the Company.
This information is subject of the disclosure requirements pursuant to section
4-2 of the Norwegian Securities Trading Act.
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