NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASEANY OF THE SECURITIES DESCRIBED HEREIN
MSEIS - Approval and publication of prospectus
Lysaker, 6 March 2018. Reference is made to the stock exchange announcement published by Magseis ASA ("Magseis" or the "Company") on 26 January 2018 regarding the completed private placement (the "Private Placement") of 6,089,239 new shares in trance 1 (the "Trance 1 Shares") and 10,577,428 new shares in trance 2 (the "Trance 2 Shares"), raising NOK 300 million in gross proceeds.
The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has today, 6 March 2018, approved the prospectus dated 6 March 2018 (the "Prospectus") that has been prepared in connection with the listing of the Tranche 2 Shares on Oslo Axess.
The Tranche 2 Shares have been issued on a separate ISIN pending publication of the Prospectus. Following such publication today, the Tranche 2 Shares will be transferred to the Company's ordinary ISIN and admitted to listing and trading on Oslo Axess.
The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available at the Company's website www.magseis.com. Hard copies of the Prospectus may also be obtained free of charge by contacting the Company.
ABG Sundal Collier ASA and Arctic Securities AS acted as Joint Lead Managers and Bookrunners for the Private Placement.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Per Christian Grytnes, Acting CEO
Tel: +47 48 21 48 21
Nina Midtlie, Group Financial Director
Tel: +47 98 20 63 78
Magseis is a rapidly growing Norwegian geophysical company providing ocean bottom seismic ("OBS") acquisition. The Company's proprietary Marine Autonomous Seismic System ("MASS") enables highly cost-efficient acquisition and delivers superior data quality. The Company is headquartered in Oslo, Norway and has offices in Norway, Sweden, the United States and Singapore.
This announcement and the information contained herein issued for information purposes only, and does not constitute an offer to sell or a solicitation of an offer to buy any New Shares in any jurisdiction in which such offer or solicitation is unlawful or where this would require registration, publication of a prospectus or similar action. 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 or the United States. The issue, purchase or sale of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
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 Managers are acting for the Company and no one else in connection with the Private Placement 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 Private Placement and/or any other matter referred to in this release.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Magseis ASA believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice. Magseis ASA disclaims any obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.