In connection with the Private Placement and the Subsequent Offering the Prospectus is approved.
Reference is made to the stock exchange announcements dated 23 March 2017 and 24 March 2017 respectively regarding the Private Placement in Magseis ASA (“Magseis” or the “Company) by way of allocation of 22,650,000 new shares (the “Private Placement Shares”) and the resolution by the extraordinary general meeting of Magseis on 27 March 2017 to (i) authorise the issuance of the Private Placement Shares and (ii) grant the Board of Directors an authorisation to issue new shares in a subsequent repair offering (the “Subsequent Offering”).
Shareholders as of 23 March 2017 (the date of the Private Placement), as registered in the VPS on 27 March 2017, who were not invited to participate, or applied for but were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action, will receive 0,45553 non-transferable allocation rights per share held in the Company. Each allocation right grants the owner the right to apply for and be allocated one New Share.
The Financial Supervisory Authority of Norway has approved the prospectus for the listing of the Private Placement Shares and the Subsequent Offering on 28 March 2017.
The application period in the Subsequent Offering commences 29 March 2017 at 09:00 (CET), and expires on 11 April 2017 at 16:30 (CET). The offer price per New Share is NOK 15.00, equal to the subscription price per Private Placement Share.
The Private Placement Shares will be listed on Oslo Børs as soon as practically possible following the registration of the Private Placement Shares with the Norwegian Register of Business Enterprises (Foretaksregisteret) and VPS, expected by the end of March 2017.
The prospectus will be available at www.magseis.com, www.abgsc.no and www.arctic.com, and at the offices of Magseis, ABG Sundal Collier ASA and Arctic Securities AS.
ABG Sundal Collier ASA and Arctic Securities AS (collectively the “Managers”) are acting as Joint Lead Manager and bookrunners for the Subsequent Offering. Arntzen de Besche Advokatfirma AS is acting as legal advisor to the Company in connection with the Subsequent Offering.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIATHIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE OR PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Mikkel Ektvedt, CFO
Tel: +47 91 84 84 88
This announcement and the information contained herein is 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.