TGS-NOPEC Geophysical Company ASA

11/26/2019 | Press release | Distributed by Public on 11/26/2019 09:30

Contemplated sale of shares in TGS-NOPEC Geophysical Company ASA

Contemplated sale of shares in TGS-NOPEC Geophysical Company ASA

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. Contemplated sale of shares in TGS-NOPEC Geophysical Company ASA Altor Invest 1 AS and Altor Invest 2 AS (both companies part of Altor Fund IV and together referred to as the 'Seller') have retained ABG Sundal Collier ASA and Carnegie AS to explore the sale of up to 4,480,128 shares in TGS-NOPEC Geophysical Company ASA (the 'Company' or 'TGS') through an accelerated bookbuilding process (the 'Placement'). The Placement represents approximately 3.77% of the outstanding shares in the Company. The final placement size and price per share will be determined through an accelerated bookbuilding process to Norwegian and international investors. The Seller reserves the right, at its own discretion, to reduce the number of offer shares or to sell no shares at all, depending on the price and the demand for shares. The bookbuilding period commences immediately and may close at any time. The Seller is not a primary insider in the Company. Assuming that all shares in the Placement are sold, the Seller will not own any shares in the Company. IMPORTANT NOTICE The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the managers or any of its affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.