Share Issue/Capital Change • Apr 18, 2018
Share Issue/Capital Change
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EMGS: Shares will trade exclusive of the right to receive subscription rights in the Rights Issue and the right to subscribe under the Bond Issue from today
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 stock exchange notifications published by
Electromagnetic Geoservices ASA ("EMGS" or the "Company") on 16 April 2018
relating to the Comprehensive Refinancing, consisting of the partially
underwritten Rights Issue and the fully underwritten Bond Issue. All capitalised
terms used but not defined herein are references to those terms as defined in
the stock exchange notifications published on 16 April 2018.
The Company's shares will as of today trade exclusive of the right to receive
Subscription Rights under the Rights Issue and the right to subscribe under the
Bond Issue.
Under the Rights Issue, the Company will raise up to NOK 96.9 million in gross
proceeds through the issuance of up to 39,540,816 new shares. The Rights Issue
Subscription Rights will be delivered to the VPS accounts of the Rights Issue
Eligible Shareholders on 20 April 2018 and be listed and tradable on the Oslo
stock exchange under the ticker "EMGS S" from the same date and to 2 May 2018 at
16.30 CET. Each Rights Issue Subscription Rights gives the holder the rights to
subscribe, within the Subscription Period, for one new share in the Company at a
subscription price of NOK 2.45. 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.
Under the Bond Issue, the Company will issue USD 32.5 million in convertible
bonds, divided into 325,000 convertible bonds, each with a par value of USD
100. The convertible bonds may be converted into ordinary shares in the Company
at an initial conversion price of USD 0.42677 per share.
Investors will need to note that any subscriptions under the Rights Issue and /
or the Bond Issue will need to be made based on the Prospectus, which is
expected to be published on 19 April 2018.
For further details regarding the Rights Issue and the Bond issue, please refer
to the stock exchange notifications published by the Company on 16 April 2018
and, when published, the Prospectus.
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.
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