TGS ASA

M&A Activity • Sep 29, 2022

Fulfilment of closing conditions for the recommended voluntary exchange offer for all shares in Magseis Fairfield ASA

Fulfilment of closing conditions for the recommended voluntary exchange offer for all shares in Magseis Fairfield ASA

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

INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,

THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE

WOULD BE UNLAWFUL

Oslo, Norway (29 September 2022) - Reference is made to the stock exchange

announcement on 29 June 2022 regarding the recommended voluntary exchange offer

(the "Offer") by TGS ASA ("TGS" or the "Offeror", OSE: TGS) to acquire all

shares in Magseis Fairfield ASA ("Magseis Fairfield" OSE: MSEIS) and subsequent

announcements related thereto, latest the announcement earlier today concerning

expiry of the acceptance period under the Offer and result thereof. Reference is

also made to the offer document for the Offer dated 24 August 2022 (the "Offer

Document").

TGS is hereby pleased to announce that the conditions for completion of the

Offer relating to third party consents as set out in Section 3.3.4 (Conditions

for completion of the Offer) of the Offer Document have now been fulfilled. With

this, the main conditions of the Offer relating to acceptance level, regulatory

approval and third-party consents have been fulfilled, with the only conditions

remaining being those that refer to events that shall have or shall not have

occurred as at the time of closing, none of which as of the date hereof not

being satisfied or capable of being satisfied.

As a consequence, the Offeror will seek to close the Offer and arrange for

settlement towards shareholders that have accepted the Offer as soon as

possible. A separate announcement will be made when the Offer has been

completed.

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for

the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic

Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as

legal advisor to Magseis Fairfield.

Contact:

TGS: Sven Børre Larsen, CFO

Tel: +47 909 43 673

Email: investor@tgs.com

About TGS:

TGS provides scientific data and intelligence to companies active in the energy

sector. In addition to a global, extensive and diverse energy data library, TGS

offers specialized services such as advanced processing and analytics alongside

cloud-based data applications and solutions.

Important notice:

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

It may be unlawful to distribute this announcement in certain jurisdictions.

This announcement is not for distribution in Australia, Canada, the Hong Kong

special administrative region of the People's Republic of China, Japan, South

Africa, the United States or to any other jurisdiction where such distribution

would be unlawful. The information in this announcement does not constitute an

offer of securities for sale in such jurisdictions. 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. This announcement

does not constitute an offer for sale of, or a solicitation of an offer to

purchase or subscribe for, any securities in the United States.

The Offer or Consideration Shares referred to in this release have not been and

will not be registered under the United States Securities Act of 1933, as

amended (the "U.S. Securities Act"), or any state securities laws and may not be

offered or sold within the United States or to U.S. Persons unless registered

under the U.S. Securities Act and applicable state securities laws or an

exemption from such registration is available. The information contained in this

announcement is for informational purposes only and does not purport to be full

or complete. TGS does not intend to conduct a public offering in the United

States. The Consideration Shares will only be sold to persons outside the United

States in accordance with Regulation S of the U.S. Securities Act. For U.S.

persons or to persons that are otherwise subject to the securities laws of the

United States, the Consideration Shares will only be sold to "accredited

investors," as defined in Rule 501(a) under Regulation D under the U.S.

Securities Act, pursuant to the exemption from registration provided by Rule

506(c) under such U.S. Securities Act. Copies of this announcement are not

being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is

directed only at persons who (i) have professional experience in matters

relating to investments which fall 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, or (iii) 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 or

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. This

announcement has been prepared on the basis that any offer of securities in any

Member State of the European Economic Area which has implemented the Prospectus

Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a

"Relevant Member State") will be made pursuant to an exemption under the

Prospectus Regulation, as implemented in that Relevant Member State, from the

requirement to publish a prospectus for offers of securities. Accordingly, any

person making or intending to make any offer in that Relevant Member State of

securities, which are the subject of the offering contemplated in this

announcement, may only do so in circumstances in which no obligation arises for

TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation

or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation,

in each case, in relation to such offer. Neither TGS nor any of the advisors

have authorised, nor do they authorise, the making of any offer of the

securities through any financial intermediary, other than offers made by TGS

which constitute the final placement of the securities contemplated in this

announcement. Neither TGS nor any of the advisors have authorised, nor do they

authorise, the making of any offer of securities in circumstances in which an

obligation arises for the company to publish or supplement a prospectus for such

offer.

This release contains certain forward-looking statements within the meaning of

the securities laws and regulations of various international, federal, and state

jurisdictions. All statements, other than statements of historical fact,

included herein, including without limitation, statements regarding the Offer or

the future plans and objectives of TGS or Magseis Fairfield are forward-looking

statements that involve risk and uncertainties. There can be no assurances that

such statements will prove to be accurate and actual results could differ

materially from those anticipated in such statements.

Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their

affiliates or any of their respective directors, officers, employees, advisers,

agents or any other person(s) accept any responsibility or liability whatsoever

for, or make any representation or warranty, express or implied, as to the

accuracy, completeness or fairness of the information or opinions in this

announcement (or whether any information has been omitted from this

announcement) or any other information relating the Offer, TGS or Magseis

Fairfield.

The issue, subscription or purchase of shares in TGS is subject to specific

legal or regulatory restrictions in certain jurisdictions. Neither TGS, Magseis

Fairfield nor their advisors assume any responsibility in the event there is a

violation by any person of such restrictions.