Capital/Financing Update • Nov 20, 2015
Capital/Financing Update
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Capitalized terms used herein shall have the meaning assigned to them in the bond agreement dated 18 June 2013 (the "Bond Agreement"), unless otherwise stated herein.
Electromagnetic Geoservices ASA (the "Issuer") offers the Bondholders in the bond issue ISIN NO 001 068253.7 (the "Bonds") to redeem Bonds (the "Buy-Back") with an aggregate principal amount (not including Bonds held by the Issuer) of NOK 80 million (the "Buy-Back Amount"), as further described in the summons to the bondholders' meeting dated 5 November 2015.
The Buy-Back period will open on 20 November 2015 at 09:00, Central European time, and expire at 16:00, Central European time, on 24 November 2015 (the "Buy-Back Offer Period").
Bondholders may offer to sell some or all of their Bonds to the Issuer at 80% of par value. The Buy-Back offer will be made to all Bondholders on equal terms and the Issuer will offer to acquire 22.86% of the Outstanding Bonds from each Bondholder. If one or several Bondholders do not wish to tender 22.86% of their Outstanding Bonds pursuant to the Buy-Back offer, other Bondholders may tender more than 22.86% of their Outstanding Bonds (an "Exceeding Tender"). In case of several Exceeding Tenders, any Outstanding Bonds available under the Buy-Back offer for such Exceeding Tenders shall be allocated pro rata to existing number of Bonds held among the Bondholders who have delivered Exceeding Tenders.
Bondholders may offer Bonds for sale at any time during the Buy-Back Offer Period, and tenders to sell bonds in the Buy-Back may be withdrawn at any time prior to the expiration of the Buy-Back Offer Period. The Buy-Back is not conditional on any minimum number of bonds being offered to the Issuer.
The date for settlement for the Offer (the "Settlement Date") is expected to be on 22 December 2015 and no later than 5 Business Days after the close of the Rights Issue (as defined in the stock exchange release dated 5 November 2015), which is expected to close on or about 15 December 2015. The Settlement Date will in any event be no later than 31 December 2015.
www.emgs.com
Visiting address Dronning Mauds gate 15 0250 Oslo Norway
| Buy-Back Offer Period: |
Commencement: 09:00 CET, 20 November 2015. Expiration: 16:00 CET, 24 November 2015. |
|---|---|
| Buy-Back Amount | An aggregate principal amount of up to NOK 80 million. |
| Procedure and Price: |
Bondholders may offer to sell some or all of their Bonds to the Issuer at 80% of par value (plus interest which is accrued but unpaid on such Bonds up to, but excluding the Settlement Date). The Offer will be made to all Bondholders on equal terms and the Issuer will offer to acquire up to 22.86% of the Outstanding Bonds from each Bondholder. If one or several Bondholders do not wish to tender 22.86% of their Outstanding Bonds pursuant to the Offer, other Bondholders may tender more than 22.86% of their Outstanding Bonds (an "Exceeding Tender"). In case of several Exceeding Tenders, any Outstanding Bonds available under the Offer for such Exceeding Tenders shall be allocated pro rata to existing number of Bonds held among the Bondholders who have delivered Exceeding Tenders. |
| Settlement of Buy Back: |
Cash payment in NOK. |
| Placing of Order during Offer Period: |
All submissions of Bondholders Offer Form are to be sent by e-mail to [email protected] no later than 16:00 CET 24 November 2015. |
| Announcement of the result of the Offer: |
Expected to be announced on 25 November 2015. |
| Settlement Date of Buy-Back: |
Expected to be on 22 December 2015. |
| Contacts: | Any questions related to the Buy-Back can be directed to the Advisor: |
| Carnegie AS: | |
| Tobias Berdal, tel: +47 22009382, cell: +47 93409382, email: [email protected] Petter Hagen, tel: +47 22009384, cell: +47 93409384, email: [email protected] |
The Buy-Back offer and any acceptances thereof are subject to Norwegian law, with Oslo District Court as the agreed legal venue. The Buy-Back offer is not directed to persons in any jurisdiction where the offer would be in violation of applicable laws or whose acceptance of the offer requires that (i) further documents are issued or filed in order for the Buy-Back offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country.
Each Bondholder is responsible for any taxes as a consequence of accepting or not accepting the Buy-Back offer, and is further responsible for any other effects of accepting or not accepting the Buy-Back offer. The Issuer assumes no responsibility for (i) any tax liability resulting from the Bondholder accepting or not accepting the Buy-Back offer, or (ii) any other effects of accepting or not accepting the Buy-Back offer.
For further information, please contact;
Charlotte Knudsen, Head of Investor Relations Mobile: +47 97 56 19 59 E-mail: [email protected]
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 main offices in Trondheim and Oslo, Norway; Houston, USA; and Kuala Lumpur, Malaysia.
For more information, visit www.emgs.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Visiting address Dronning Mauds gate 15 0250 Oslo Norway
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