NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR THE UNITED
Further to previous announcements relating to the contemplated rights issue (the
"Rights Issue") by Electromagnetic Geoservices ASA ("EMGS" or the "Company") and
the resolution passed at the annual general meeting on 25 April 2017, the board
of directors of EMGS has today approved the final terms of the RightS Issue.
The Rights Issue will comprise an offering of 58,634,735 new shares at a
subscription price of NOK 2.45, representing a discount to the theoretical ex-
rights price (TERP) of approximately 20% per cent based on the Company's average
closing share price of NOK 4.16 for week 24.
The gross proceeds to be raised in the Rights Issue will be NOK 143,655,100 and
will be used to strengthen the Company's financial position and for general
The Rights Issue is fully guaranteed by certain large shareholders (the
"Underwriters") of the Company. The Underwriters will receive a guarantee
commission of 1.5% of their guaranteed amount, subject to the completion of the
The Rights Issue will be carried out on the basis of a prospectus (the
"Prospectus") to be approved by the Financial Supervisory Authority of Norway.
The Prospectus is expected to be published on 21 June 2017. Any subscription for
shares in the Rights Issue should only be made on the basis of the Prospectus.
The subscription period will commence on 22 June 2017 at 09:00 CET and expire on
6 July 2017 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 22 June 2017 at 09:00 CET until 4 July 2017 at 16:30 CET.
The Rights Issue will be directed towards the shareholders of the Company as of
19 June 2017, as registered in the Norwegian Central Security Depository (VPS)
on 21 June 2017 ("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"). Each Eligible Shareholder will be granted 1.78796 subscription
rights (the "Subscription Rights") for every one (1) share in the Company
registered as owned as the Record Date. 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. 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 registered holdings as of the Record Date. Oversubscription and
subscription without subscription rights will be allowed.
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 4 July 2017 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
DNB Markets, Registrar's Department acts as receiving agent and Advokatfirmaet
Wiersholm AS acts as legal adviser in connection with the Rights Issue.
For further information, please contact:
Hege Veiseth, CFO, +47 99 21 67 43
EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM)
technology to support oil and gas companies in their search for offshore
hydrocarbons. EMGS supports each stage in the workflow, from survey design and
data acquisition to processing and interpretation. The Company's services enable
the integration of EM data with seismic and other geophysical and geological
information to give explorationists a clearer and more complete understanding of
the subsurface. This improves exploration efficiency and reduces risks and the
finding costs per barrel.
EMGS operates on a worldwide basis with offices in Trondheim, Oslo, Houston,
Villahermosa, Rio de Janeiro and Kuala Lumpur.
For more information, visit www.emgs.com
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan, Hong Kong, Singapore 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, Singapore 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 Receiving Agent assumes any
responsibility in the event there is a violation by any person of such
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only to
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
This announcement is an advertisement and does not constitute a prospectus for
the purposes of Directive 2003/71/EC (as amended, together with any applicable
implementing measures in any Member State, the "Prospectus Directive").
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. The Receiving Agent 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 under section 5-12 of
the Norwegian Securities Trading Act.