PGS ASA

Regulatory Filings • Dec 16, 2016

Petroleum Geo-Services ASA: APPROVAL AND PUBLICATION OF PROSPECTUS

Petroleum Geo-Services ASA: APPROVAL AND PUBLICATION OF PROSPECTUS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

PETROLEUM GEO-SERVICES ASA: APPROVAL AND PUBLICATION OF PROSPECTUS

Reference is made to the private placement in Petroleum Geo-Services ASA (the

"Company") of 85,500,000 new shares, each with a par value of NOK 3.00, (the

"New Shares") for gross proceeds of approximately NOK 1.9 billion (approximately

USD 225 million) (the "Private Placement") and the subsequent offering (the

"Subsequent Offering") of up to 13,500,000 new shares, each with a par value of

NOK 3.00, (the "Offer Shares") for gross proceeds of approximately NOK 300

million (approximately USD 35 million).

The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved

the Company's prospectus dated December 15, 2016 (the "Prospectus") prepared in

connection with (i) the listing on Oslo Børs of the New Shares issued in the

Private Placement and (ii) the Subsequent Offering and listing on Oslo Børs of

up to 13,500,000 Offer Shares.

The New Shares will be delivered to the investors in the Private Placement on or

about today, December 16, 2016 under the Company's ISIN NO0010199151 and

commence trading on Oslo Børs under the Company's trading symbol "PGS" today,

December 16, 2016.

The subscription period for the Subsequent Offering will commence at 09:00 hours

(CET) on December 20, 2016 and expire at 16:30 hours (CET) on January 5, 2017.

Shareholders in the Company as of expiry of November 22, 2016 (as registered in

the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the

"VPS")) as of expiry of November 24, 2016 (the "Record Date")) who were not

allocated New Shares in the Private Placement, and who are not resident in a

jurisdiction where such offering would be unlawful or, for jurisdictions other

than Norway, would require any prospectus, filing, registration or similar

action ("Eligible Shareholder(s)"), will be allocated approximately 0.11214 non-

tradable subscription rights, rounded down to the nearest whole subscription

right. One (1) subscription right will give the right to subscribe for and be

allocated, one (1) Offer Share in the Subsequent Offering. Oversubscription by

Eligible Shareholders will be permitted, however, subscription without

subscription rights will not be allowed.

Eligible Shareholders will receive a copy of the Prospectus together with a pre-

filled subscription form. In order to subscribe for Offer Shares, Eligible

Shareholders need to complete the subscription form and submit it to one of the

subscription offices (as set out in the Prospectus) such that it is received

within 16:30 hours (CET) on January 5, 2017, or may, for subscribers who are

Norwegian residents with a Norwegian personal identification number, be made

through the VPS online subscription system within the same time.

It is expected that the Offer Shares will be delivered to the VPS accounts of

the subscribers to whom they are allocated on or about January 13, 2017 and

commence trading on Oslo Børs under the Company's trading symbol "PGS" on or

about the same date, January 13, 2017.

For more information, please refer to the Prospectus.

The Prospectus will, subject to regulatory restrictions in certain

jurisdictions, be available from today, December 16, 2016, at the following

websites: www.pgs.com, www.dnb.no/emisjoner and www.nordea.no/pgs. Hard copies

of the Prospectus may be obtained free of charge from the same date by

contacting DNB Markets, a part of DNB Bank ASA (+47 23 26 81 01) and Nordea

Markets, a part of Nordea Bank Norge ASA (+47 24 01 34 62).

DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank

Norge ASA are acting as Managers for the Subsequent Offering.

Contacts:

Bård Stenberg, VP IR & Corporate Communications: Phone: +47 67 51 43 16, Mobile:

+47 992 45 235

Gottfred Langseth, EVP & CFO: Phone: +47 67 51 44 10, Mobile: +47 930 55 580

Rune Olav Pedersen, EVP & General Counsel: Phone: +47 67 51 57 06, Mobile:

+47 908 16 337

***

Petroleum Geo-Services ASA ("PGS" or "the Company") is a focused Marine

geophysical company that provides a broad range of seismic and reservoir

services, including acquisition, imaging, interpretation, and field evaluation.

The Company's MultiClient data library is among the largest in the seismic

industry, with modern 3D coverage in all significant offshore hydrocarbon

provinces of the world. The Company operates on a worldwide basis with

headquarters in Oslo, Norway.

For more information on PGS visit www.pgs.com.

***

This announcement does not constitute or form part of an offer for sale or

solicitation of an offer to purchase or subscribe for securities in the United

States or any other jurisdiction. The securities referred to herein have not

been and will not be registered under the U.S. Securities Act of 1933, as

amended (the "Securities Act"), and may not be offered or sold, directly or

indirectly, in the United States, absent registration under or an exemption

from, or in a transaction not subject to, the registration requirements of, the

Securities Act. No public offering of securities is being made in the United

States or in any other jurisdiction.

The offering of the securities referred to in this announcement will be made

pursuant to an exemption under the Prospectus Directive, as implemented in

Member States of the European Economic Area, from the requirement to produce a

prospectus for offers of securities.  This announcement does not constitute an

advertisement for the purposes of the Prospectus Directive.

This announcement does not constitute an offer to sell or the solicitation of an

offer to buy any securities, nor will there be any sale of securities referred

to in this announcement, in any jurisdiction, including the United States, in

which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of such jurisdiction.

The information included herein contains certain forward-looking statements that

address activities, events or developments that the Company expects, projects,

believes or anticipates will or may occur in the future. These statements are

based on various assumptions made by the Company, which are beyond its control

and are subject to certain additional risks and uncertainties. The Company is

subject to a large number of risk factors including but not limited to the

demand for seismic services, the demand for data from our multi-client data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

DNB Markets, a part of DNB Bank ASA and Nordea Markets, a part of Nordea Bank

Norge ASA (together, the "Managers") are each acting exclusively for the Company

and for no-one else in connection with any transaction mentioned in this

announcement and will not regard any other person (whether or not a recipient of

this announcement) as a client in relation to any such transaction and will not

be responsible to any other person for providing the protections afforded to

their respective clients, or for advising any such person on the contents of

this announcement or in connection with any transaction referred to in this

announcement. The contents of this announcement have not been verified by the

Managers.

No representation or warranty, express or implied, is given by or on behalf of

the Managers or any of their respective subsidiaries, affiliates, agents or

advisers or any of such persons' affiliates, directors, officers or employees or

any other person as to the fairness, truth, accuracy, completeness or

verification of the information or the opinions contained in this announcement

(or whether any information has been omitted from the announcement) or any other

information relating to the Company, its subsidiaries or associated companies,

whether written, oral or in a visual or electronic form, and howsoever

transmitted or made available, and no liability is accepted for any such

information, omissions or opinions.

For a further description of other relevant risk factors we refer to the

Prospectus. As a result of these and other risk factors, actual events and our

actual results may differ materially from those indicated in or implied by such

forward-looking statements. The reservation is also made that inaccuracies or

mistakes may occur in the information given above about current status of the

Company or its business. Any reliance on the information above is at the risk of

the reader, and PGS disclaims any and all liability in this respect.

This information is subject to the disclosure requirements of section 5-12 of

the Norwegian Securities Trading Act.