PGS ASA

Private Placement Successfully Placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG 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.

Reference is made to the stock exchange announcement by PGS ASA (“PGS” or the “Company”) on 21 January 2020 regarding a contemplated private placement (the "Private Placement") of new shares.

The bookbuilding for the Private Placement has been successfully completed, raising gross proceeds of NOK 849,999,960 (corresponding to approximately USD 95 million based on a currency exchange rate of USD/NOK 8.9477), through the allocation of 48,627,000 new shares in the Company (the “New Shares”), each at a subscription price of NOK 17.48 per New Share. The Private Placement was substantially oversubscribed.

Completion of the Private Placement is subject to all necessary corporate resolutions being in place, including but not limited to the approval of an extraordinary general meeting of the Company expected to be held on or about 13 February 2020 (the “EGM”) and the New Shares being validly issued and fully paid. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote in favour of the Private Placement and any Subsequent Offering (as defined below) at the EGM. A separate notice of the EGM is expected to be announced and distributed on or about 22 January 2020.

Notices of conditional allocation of New Shares are expected to be distributed to the investors on 22 January 2020. The Managers expect to issue notifications with payment instructions for the Private Placement immediately after the EGM with payment date expected to be on or about 17 February 2020.

The Private Placement is expected to be settled on a delivery versus payment basis. The shares delivered to the subscribers are thus expected to be tradable upon delivery. The New Shares are expected to be issued shortly after the EGM, subject to timely payment by the investors who have been allocated New Shares in the Private Placement. Following registration of the share capital increase pertaining to New Shares, the issued share capital of the Company is expected to be NOK 1,161,620,988 comprising 387,206,996 shares, each with a nominal value of NOK 3.00.