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     273  0 Kommentare PGS ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED

    Oslo, 18 September 2023

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

    PGS ASA (“PGS” or the “Company”) refers to the announcements on 18 September 2023 regarding a merger with TGS ASA (“TGS”) and a contemplated private placement (the "Private Placement") of 45,760,726 new ordinary shares (the “Offer Shares”).

    PGS is pleased to announce that the Private Placement has been successfully completed, raising gross proceeds of NOK 439,302,970 (approximately USD 40.6 million), through the allocation of 45,760,726 Offer Shares, each at a price per Offer Share of NOK 9.60 (the “Offer Price”).

    The Private Placement attracted strong interest from existing and new Norwegian, Nordic and international high-quality investors and was multiple times covered.

    The net proceeds to the Company from the Private Placement will be used to increase liquidity and enable a financially robust combined entity following the proposed merger with TGS, protect the Company against market cyclicality prior to consummation of the merger, and maintain symmetry with TGS as they expect to undertake a concurrent private placement that is sized to maintain the agreed relative ownership in the merger.

    Notification of allocation is expected to be communicated to the investors on or about 19 September 2023 before 09:00 CEST.

    Completion of the Private Placement is still subject to: (i) the Pre-Payment Agreement (as defined below) remaining unmodified and in full force and effect, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises (the "NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the “VPS”).

    The Private Placement is expected to be settled on a delivery-versus payment (DVP) basis on or about 21 September 2023, which will be facilitated by a pre-payment agreement expected to be entered into between the Company and the Manager (the “Pre-Payment Agreement”). The Offer Shares allocated to investors will be tradable on Oslo Børs when the conditions have been met, expected on or about 20 September 2023.

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    PGS ASA - PRIVATE PLACEMENT SUCCESSFULLY PLACED Oslo, 18 September 2023 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, …