Scheme of arrangement for the implementation of the financing
November 26, 2020: Oslo, Norway, PGS ASA (the “Company or“ PGS ”) announces today that it has initiated a plan of arrangement in England (the“ Plan ”) through the issuance of a practice statement letter to lenders under its credit facility and a B term loan facility of approximately $ 522 million (the “RCF / TLB Facility”).
PGS is proposing the Scheme to implement the financing transaction announced on October 21, 2020 (the “Transaction”) in the manner contemplated in the Lock-up Agreement dated October 21, 2020 (as described in the announcement of PGS at this date). On the date of this announcement, lenders representing 95.4% by value of the debt and 99.5% by number of the RCF / TLB Facility entered into the Lock-up Agreement and thus agreed to support the Operation. This represents more than sufficient majorities to reach the approval levels of the Plan concerned (ie 75% in value and a majority in number of creditors who attend the meeting concerned and vote in favor of the Plan).
If sanctioned by the English Court, the proposed Scheme will allow the implementation of the Transaction and will be binding on all RCF and TLB lenders (including those who vote against or do not vote against the Scheme) under the terms of the transaction.
As previously announced, the Transaction is expected to close in the first quarter of 2021.
The Company will continue to operate as usual by fulfilling its other obligations, including making interest payments, as they fall due.
The Company will provide timely updates as appropriate.
Further details regarding the program are contained in the Practice Statement Letter and the Blocking Agreement. The practice statement letter and the blocking agreement are available only to plan creditors and can be viewed at www.lucid-is.com/pgs. Scheme creditors who have questions regarding the Practice Statement Letter or the Scheme may contact Lucid Issuer Services Limited as Company appointed information agent at the contact details below.
|FOR MORE DETAILS, CONTACT:|
|BÅRD STENBERG, VP IR & CORPORATE COMMUNICATION
MOBILE: +47 99 24 52 35
For the plan’s creditors:
PGS is an integrated marine geophysics company, providing advanced underground imagery, as well as 2D and 3D data, that energy companies use to find and produce oil and gas. The PGS MultiClient data library is one of the largest in the seismic industry, with modern 3D coverage in all of the major offshore hydrocarbon provinces in the world. The Company operates worldwide with its head office in Oslo, Norway, and the PGS share is listed on the Oslo Stock Exchange (OSE: PGS). For more information on PGS, visit www.pgs.com.
The information included in this document contains certain forward-looking statements that deal with activities, events or developments that the Company expects, projects, believes or anticipates will occur or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties. The Company is subject to a large number of risk factors including, but not limited to, the demand for seismic services, the demand for data from our multi-client data library, the attractiveness of our technology, the unpredictable changes in government regulations affecting our markets and extreme weather conditions. For a more detailed description of other relevant risk factors, we refer to our annual report for 2019. Due to these and other risk factors, actual events and our actual results may differ materially from those indicated or implied. by these forward-looking statements. The reservation is also made that inaccuracies or errors may occur in the information given above on the current state of the Company or its activity. Any reliance on the above information is at the reader’s risk, and PGS disclaims all liability in this regard.
The securities proposed for issuance under the Scheme will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold in the United States, or to or on behalf of or for the benefit of US nationals (as defined in Regulation S under the US Securities Act), unless they are registered under the US Securities Act or an exemption from the requirements of recording is available.