The Financial Supervisory Authority of Norway has approved a prospectus (the “Prospectus”) covering the issue and listing of 1,112,000,000 new shares in Electromagnetic Geoservices ASA (“EMGS” or the “Company”) with tradable subscription rights for existing shareholders of the Company as per the end of 26 November 2015 (the “Rights Issue”).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES.
The prospectus and other relevant documents can be found HERE.
The subscription period commences today (1 December 2015) at 09:00 CET and expires on 15 December 2015 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 today at 09:00 CET until 10 December 2015 at 16:30 CET.
The gross proceeds to be raised in the Rights Issue are NOK 278 million and will be used for two separate purposes; (i) NOK 214 million will be used to strengthen the Company’s financial position and for general corporate purposes and (ii) NOK 64 million will be used to fund the buy-back of a portion of the Company’s outstanding bond loan EMGS02.
The Rights Issue is fully guaranteed by certain large shareholders (the “Underwriters”) of the Company. The Underwriters will receive a guarantee commission of 1% of their guaranteed amount, subject to the completion of the Rights Issue. For further information regarding the underwriting agreement, please refer to section 5.2 “The Underwriting and the Underwriting Syndicate” in the Prospectus.
The Rights Issue comprises an offering of 1,112,000,000 new shares at a subscription price of NOK 0.25. The Rights Issue will be directed towards the shareholders of the Company as of 26 November 2015, as registered in the Norwegian Central Security Depository (VPS) on 30 November 2015 (“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”). Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights/subscribe for new shares, reference is made to section 5.6 “Subscription Rights” and section 17 “Selling and transfer restrictions” in the Prospectus.
Each Eligible Shareholder will be granted 5.56652 Subscription Rights for every one (1) share in the Company owned as of 26 November 2015. Information regarding the number of Subscription Rights that has been allocated to each Eligible Shareholder will be distributed in a letter by the Manager today. In addition, Eligible Shareholders who have access to investor services through their VPS account manager will be able to check the number of Subscription Rights allocated to them from 09:00 CET today. 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. Oversubscription and subscription without subscription rights is allowed.
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 holdings as of the Record Date.
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 10 December 2015 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 Prospectus.
Carnegie AS acts as financial adviser and Michelet & Co Advokatfirma AS acts as legal adviser in connection with the Rights Issue.
For further information, please contact:
Charlotte Knudsen, Head of Investor Relations, +47 97 56 19 59
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong 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 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 Manager assumes 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. Carnegie 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.