AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Electromagnetic Geoservices ASA

Prospectus Dec 1, 2015

3587_rns_2015-12-01_3d97efa9-b60f-4bd5-9b36-07632a52dece.html

Prospectus

Open in Viewer

Opens in native device viewer

EMGS - Approved Prospectus and commencement of Subscription Period

EMGS - Approved Prospectus and commencement of Subscription Period

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES

The Financial Supervisory Authority of Norway has approved a prospectus (the

"Prospectus") covering the issue and listing of 1,112,000,000 new shares in

Electromagnetic Geoservices ASA ("EMGS" or the "Company") with tradable

subscription rights for existing shareholders of the Company as per the end of

26 November 2015 (the "Rights Issue"). A link to the Prospectus can be found on

the Company's homepage www.emgs.com and on the homepage of the Manager,

www.carnegie.no.

The subscription period commences today (1 December 2015) at 09:00 CET and

expires on 15 December 2015 at 12:00 CET (the "Subscription Period"). The

Subscription Rights (as defined below) will be listed and tradable on Oslo Børs

under the ticker "EMGS T" from today at 09:00 CET until 10 December 2015 at

16:30 CET.

The gross proceeds to be raised in the Rights Issue are NOK 278 million and will

be used for two separate purposes; (i) NOK 214 million will be used to

strengthen the Company's financial position and for general corporate purposes

and (ii) NOK 64 million will be used to fund the buy-back of a portion of the

Company's outstanding bond loan EMGS02.

The Rights Issue is fully guaranteed by certain large shareholders (the

"Underwriters") of the Company. The Underwriters will receive a guarantee

commission of 1% of their guaranteed amount, subject to the completion of the

Rights Issue. For further information regarding the underwriting agreement,

please refer to section 5.2 "The Underwriting and the Underwriting Syndicate" in

the Prospectus.

The Rights Issue comprises an offering of 1,112,000,000 new shares at a

subscription price of NOK 0.25. The Rights Issue will be directed towards the

shareholders of the Company as of 26 November 2015, as registered in the

Norwegian Central Security Depository (VPS) on 30 November 2015 ("Record Date")

who are not resident in a jurisdiction where such offering would be unlawful, or

for jurisdictions, other than Norway, that require any filing, registration or

similar action (the "Eligible Shareholders"). Regarding further restrictions in

respect of who may be allocated or permitted to acquire or exercise Subscription

Rights/subscribe for new shares, reference is made to section 5.6 "Subscription

Rights" and section 17 "Selling and transfer restrictions" in the Prospectus.

Each Eligible Shareholder will be granted 5.56652 Subscription Rights for every

one (1) share in the Company owned as of 26 November 2015. Information regarding

the number of Subscription Rights that has been allocated to each Eligible

Shareholder will be distributed in a letter by the Manager today. In addition,

Eligible Shareholders who have access to investor services through their VPS

account manager will be able to check the number of Subscription Rights

allocated to them from 09:00 CET today. One 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 and

subscription without subscription rights is allowed.

Acquired Subscription Rights will give the same right to subscribe for and be

allocated new shares as Subscription Rights held by Eligible Shareholders on the

basis of their holdings as of the Record Date.

The Subscription Rights are expected to have an economical value. Please note

that 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 10 December 2015

will lapse without compensation and consequently be of no value. Holders of

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.

Carnegie AS acts as financial adviser and Michelet & Co Advokatfirma AS acts as

legal adviser in connection with the Rights Issue.

For further information, please contact:

Charlotte Knudsen, Head of Investor Relations, +47 97 56 19 59

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 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 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 Manager assumes any responsibility in

the event there is a violation by any person of such restrictions.

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. Carnegie 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.

***

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1970282]

Talk to a Data Expert

Have a question? We'll get back to you promptly.