Recommended Voluntary Exchange Offer by TGS for All Shares in Magseis Fairfield - Condition Regarding Competition Authorities Satisfied

Recommended Voluntary Exchange Offer by TGS for All Shares in Magseis Fairfield - Condition Regarding Competition Authorities Satisfied

06 Sep 2022 15:00 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL

OSLO, Norway (6 September 2022) - Reference is made to the stock exchange
announcement on 29 June 2022 regarding the recommended voluntary exchange offer
(the "Offer") by TGS ASA ("TGS," OSE: TGS) to acquire all shares in Magseis
Fairfield ASA ("Magseis," OSE: MSEIS) and to the stock exchange announcement on
24 August 2022 regarding the formal launch of the Offer.

TGS today announces that it has received clearance, with the applicable
regulatory waiting periods expiring, from the relevant competition authorities
in the jurisdictions where filings were required, thereby satisfying a condition
to consummation of the Offer.

For further details regarding the Offer, please refer to the launch announcement
available on the Magseis ticker on www.newsweb.no (or use the following link:
https://newsweb.oslobors.no/message/569497). The complete Offer document is
electronically available on www.abgsc.no (http://www.abgsc.no/).

Advisors:

ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for
the Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS. Arctic
Securities AS acts as financial advisor and Advokatfirmaet Thommessen AS acts as
legal advisor to Magseis.

Contacts:

TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: [email protected] (mailto:[email protected])

About TGS

TGS provides scientific data and intelligence to companies active in the energy
sector. In addition to a global, extensive and diverse energy data library, TGS
offers specialized services such as advanced processing and analytics alongside
cloud-based data applications and solutions.

Important notice:

This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act. It may be unlawful to distribute
this announcement in certain jurisdictions. This announcement is not for
distribution in Australia, Canada, the Hong Kong special administrative region
of the People's Republic of China, Japan, South Africa, the United States or to
any other jurisdiction where such distribution would be unlawful. The
information in this announcement does not constitute an offer of securities for
sale in such jurisdictions. 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. This announcement does not constitute an offer for
sale of, or a solicitation of an offer to purchase or subscribe for, any
securities in the United States. The Offer or Consideration Shares referred to
in this release have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and applicable
state securities laws or an exemption from such registration is available. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. TGS does not intend to conduct a
public offering in the United States. The Consideration Shares will only be sold
to persons outside the United States in accordance with Regulation S of the U.S.
Securities Act. For U.S. persons or to persons that are otherwise subject to the
securities laws of the United States, the Consideration Shares will only be sold
to "accredited investors," as defined in Rule 501(a) under Regulation D under
the U.S. Securities Act, pursuant to the exemption from registration provided by
Rule 506(c) under such U.S. Securities Act. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States. In the
United Kingdom, this announcement is for distribution only to and is directed
only at persons who (i) have professional experience in matters relating to
investments which fall within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations etc") of the Financial
Promotion Order, or (iii) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This
announcement is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons. This announcement has
been prepared on the basis that any offer of securities in any Member State of
the European Economic Area which has implemented the Prospectus Regulation (EU)
(2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Regulation,
as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of securities. Accordingly, any person making or intending
to make any offer in that Relevant Member State of securities, which are the
subject of the offering contemplated in this announcement, may only do so in
circumstances in which no obligation arises for TGS to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither TGS nor any of the advisors have authorised, nor do they
authorise, the making of any offer of the securities through any financial
intermediary, other than offers made by TGS which constitute the final placement
of the securities contemplated in this announcement. Neither TGS nor any of the
advisors have authorised, nor do they authorise, the making of any offer of
securities in circumstances in which an obligation arises for the Company to
publish or supplement a prospectus for such offer. This release contains certain
forward-looking statements within the meaning of the securities laws and
regulations of various international, federal, and state jurisdictions. All
statements, other than statements of historical fact, included herein, including
without limitation, statements regarding the Offer or the future plans and
objectives of TGS or Magseis are forward-looking statements that involve risk
and uncertainties. There can be no assurances that such statements will prove to
be accurate and actual results could differ materially from those anticipated in
such statements. Neither TGS, Magseis nor any of their advisors and/or any of
their affiliates or any of their respective directors, officers, employees,
advisers, agents or any other person(s) accept any responsibility or liability
whatsoever for, or make any representation or warranty, express or implied, as
to the accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from this
announcement) or any other information relating the Offer, TGS or Magseis. The
issue, subscription or purchase of shares in TGS is subject to specific legal or
regulatory restrictions in certain jurisdictions. Neither TGS, Magseis nor their
advisors assume any responsibility in the event there is a violation by any
person of such restrictions.

More information:
Access the news on Oslo Bors NewsWeb site

Source

TGS ASA

Provider

Oslo Børs Newspoint