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WOULD BE UNLAWFUL
Oslo, Norway (5 January 2023) - Reference is made to the stock exchange
announcement made on 3 January 2023 regarding the final results of the mandatory
cash offer (the "Offer") made by TGS ASA ("TGS") to acquire all shares in
Magseis Fairfield ASA ("Magseis Fairfield") not already held by TGS. Following
completion and settlement of the Offer, TGS has acquired and holds a total of
264,890,034 shares in Magseis Fairfield, equivalent to approximately 97.49% of
the outstanding shares and voting rights in Magseis Fairfield.
The board of directors of TGS has resolved, effective from after close of
trading on Oslo Børs today, 5 January 2023, to carry out a compulsory
acquisition of all remaining shares in Magseis Fairfield not owned by TGS,
pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act
and section 6-22 of the Norwegian Securities Trading Act. As a consequence, TGS
has assumed ownership to all shares in Magseis Fairfield. The offered redemption
price in the compulsory acquisition is NOK 8.08 per share in Magseis Fairfield,
equal to the offer price per share in the completed Offer. The aggregate
redemption amount has been placed on a separate bank account in accordance with
Section 4-25 of the Norwegian Public Limited Liability Companies Act.
Settlement of the offered redemption price will take place on or about 13
January 2023. A notice regarding the compulsory acquisition will be sent to all
former shareholders subject to the compulsory acquisition whose addresses are
known. In addition, the compulsory acquisition will be announced through the
electronic notice service of the Norwegian Register of Business Enterprises
(Norwegian: Brønnøysundregistrene).
Any objections to, or rejection of, the offered redemption price must be made at
the latest by 23:59 (CET) on 6 March 2023. Former shareholders of Magseis
Fairfield who do not object to, or reject, the offered redemption price within
this deadline will be deemed to have accepted the offered redemption price.
As a consequence of the compulsory acquisition, TGS will pursue a delisting of
Magseis Fairfield's shares from Oslo Børs. A separate stock exchange
announcement will be published regarding such delisting.
Advisors:
ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent.
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 Fairfield.
Contacts:
TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com
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 any jurisdiction. 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.
Neither TGS, Magseis Fairfield 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 to the compulsory acquisition,
the Offer, TGS or Magseis Fairfield.