PGS ASA

Capital/Financing Update • Jun 3, 2019

PGS ASA: Launch of Senior Secured Second Lien Bond

PGS ASA: Launch of Senior Secured Second Lien Bond

June 3, 2019: Oslo, Norway, following the announcement on May 27, 2019 that PGS

has initiated a refinancing, the Company has launched a $150 million 5.5-year

second lien debt in the form of a Senior Secured Second Lien Bond due January

2025 (the "Notes").

As previously announced, upon completion, the proceeds of the refinancing will

be used by the Company to prepay its existing $380 million term loan maturing in

March 2021, to redeem its existing $212 million senior notes maturing in

December 2020, and to reduce drawings currently outstanding under its revolving

credit facility.

A roadshow for the Notes will run from June 6, 2019 and the transaction is

expected to close in June 2019.

FOR DETAILS, CONTACT:

Bård Stenberg, SVP IR & Corporate Communications

Mobile:  +47 99 24 52 35

***

PGS ASA and its subsidiaries ("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 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 and the PGS share is listed on the Oslo stock

exchange (OSE: PGS). For more information on PGS visit www.pgs.com.

***

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 MultiClient data

library, the attractiveness of our technology, unpredictable changes in

governmental regulations affecting our markets and extreme weather conditions.

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

Report for 2018. 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.

The Notes will not be, registered under the United States Securities Act of

1933, as amended (the "Securities Act"), or applicable state securities laws.

Accordingly, the Notes will be, offered only to qualified institutional buyers

and to persons outside the United States in reliance on Rule 144A and Regulation

S under the Securities Act, respectively. Unless so registered, the Notes may

not be offered or sold in the United States except pursuant to an exemption from

the registration requirements of the Securities Act and applicable state

securities laws.

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

offer to buy the Notes or any other security and shall not constitute an offer,

solicitation or sale in the United States or in any jurisdiction in which, or to

any persons to whom, such offering, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any

jurisdiction.

In member states of the EEA, this announcement and any offer of securities if

made subsequently is directed only at persons who are "qualified investors"

within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified

Investors").  Any person in the EEA who acquires securities in any offer of

securities (an "investor") or to whom any offer of securities is made will be

deemed to have represented and agreed that it is a Qualified Investor.  Any

investor will also be deemed to have represented and agreed that any securities

acquired by it in the offer have not been acquired on behalf of persons in the

EEA other than Qualified Investors or persons in the UK and other Member States

(where equivalent legislation exists) for whom the investor has authority to

make decisions on a wholly discretionary basis, nor have the securities been

acquired with a view to their offer or resale in the EEA to persons where this

would result in a requirement for publication by the Company of a prospectus

pursuant to Article 3 of the Prospectus Directive. The Company and others will

rely upon the truth and accuracy of the foregoing representations and

agreements.

This communication is being distributed only to, and is directed at persons who

(i) have professional experience in matters relating to investments falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Financial Promotion Order") (ii) are

persons falling within Article 49(2)(a) to (d) (high net worth companies,

unincorporated associations, etc.) of the Financial Promotion Order, (iii) are

outside the United Kingdom or (iv) are persons to whom an invitation or

inducement to engage in investment activity (within the meaning of section 21 of

the Financial Services and Markets Act 2000 in connection with the issue and

sale of any securities may otherwise lawfully be communicated or caused to be

communicated (all such persons together being referred to as "relevant

persons").  This announcement is directed only at relevant persons and must not

be acted on or relied on by persons who are not relevant persons. Any investment

or investment activity to which this announcement relates is available only to

relevant persons and will be engaged in only with relevant persons.

MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market

(MIFID II product governance) is eligible counterparties and professional

clients only (all distribution channels). No PRIIPs key information document

(KID) has been prepared as not available to retail in EEA.

Neither the content of the Company's website nor any website accessible by

hyperlinks on the Company's website is incorporated in, or forms part of, this

announcement. The distribution of this announcement into certain jurisdictions

may be restricted by law. Persons into whose possession this announcement 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.

This information is subject to the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act.