NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. FURTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS RELEASE.
Reference is made to the press release published by Electromagnetic Geoservices ASA ("EMGS" or the "Company") dated 2 March 2018 wherein it was announced that the Independent Board proposed the Comprehensive Refinancing; consisting of the Rights Issue (raising gross proceeds of between USD 10.0 and 12.5 million, whereof USD 10.0 million is underwritten) and the Bond Issue (raising gross proceeds of USD 32.5 million, fully underwritten).
Reference is further made to the EGM of the Company held on 23 March 2018, wherein the Comprehensive Refinancing was approved by the Company's shareholders.
The Independent Board has today approved the final terms of the Rights Issue.
The Rights Issue will comprise an offering of a minimum of 31,632,654 and a maximum of 39,540,816 new shares, at a subscription price of NOK 2.45, representing a discount to the theoretical ex-rights price (TERP) of approximately 10 per cent based on the Company's average closing share price of NOK 2.842 for week 15 and the maximum number of new shares to be issued.
The gross proceeds of the Rights Issue will be used for general corporate purposes.
The Rights Issue and the Bond Issue will be carried out on the basis of a prospectus (the "Prospectus") to be approved by the Financial Supervisory Authority of Norway. The Prospectus is expected to be published on or about 20 April 2018. Any subscription for shares in the Rights Issue and / or bonds in the Bond Issue should only be made on the basis of the Prospectus.
The Rights Issue
The Rights Issue Subscription Rights (as defined below) will be listed and tradable on Oslo Børs under the ticker "EMGS S" on or about 20 April 2018 at 09:00 CET. Assuming listing takes place on 20 April 2018, the Subscription Rights will be tradable until 2 May 2018 at 16:30 CET.
The Rights Issue will be directed towards the shareholders of the Company as of 17 April 2018 (the "Inclusive Date"), as registered in the Norwegian Central Security Depository (VPS) (the "CSD") on 19 April 2018 (the "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 "Rights Issue Eligible Shareholders").
Each Rights Issue Eligible Shareholder will be granted 0.43247 subscription rights (the " Rights Issue Subscription Rights") for every one (1) share in the Company registered as owned in the CSD on the Record Date. One Rights Issue 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. Acquired Rights Issue Subscription Rights will give the same right to subscribe for and be allocated new shares as Rights Issue Subscription Rights held by Eligible Shareholders on the basis of their registered holdings as of the Record Date. Oversubscription is allowed. Subscription without Rights Issue Subscription Rights is not permitted.
A portion of the Rights Issue equal to a maximum amount equal to the NOK equivalent of USD 10 million is underwritten by Siem Investments Inc., Perestroika AS, and RWC European Focus Master Inc (each an "Underwriter" and, together, the "Underwriters"), all major shareholders in the Company.
The underwriting is regulated by underwriting agreements entered into between the Company and the respective Underwriters on or about 8 March 2018 (the "Underwriting Agreements"). According to the Underwriting Agreements, each of the Underwriters have, severally, and not jointly, and on a pro rata up to the maximum amount undertaken by each of them, undertaken to subscribe for the new shares not subscribed for during the subscription period. The underwriting obligation of each Underwriter does not include a guarantee for the payment by any subscriber or any other Underwriter of their subscription amount in the Rights Issue. The Underwriters will receive a guarantee commission of 1.5 per cent of their guaranteed amount, subject to completion of the Rights Issue or, as the case may be, certain other events. Each Underwriter's obligation will be reduced on a share for share basis with the number of new shares subscribed for in the Rights Issue and allocated to it.
The Rights Issue Subscription Rights are expected to have an economical value. Please note that Rights Issue 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 2 May 2018 will lapse without compensation and consequently be of no value. Holders of Rights Issue 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.
The Bond Issue
The Bond Issue is directed towards shareholders in the Company as of the Inclusive Date, as registered in the CSD on the 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 and (the "Bond Issue Eligible Shareholders"). This subscription right is non-transferrable and conditional on the Bond Issue Eligible Shareholder holding a number of shares in the Company which corresponds (pro rata) to a minimum number of bonds equivalent to a minimum investment (rounded down to the nearest whole number of bonds) of USD 10,000. To be able to meet this minimum investment threshold, shareholders will need to hold a minimum of 28,132 shares in the Company. Shareholders who whish to participate in the Bond Issue and do not currently meet this threshold will need to buy additional shares in the marketplace at the latest within 17 April 2018.
The conversion price for the convertible bonds to be issued under the Bond Issue is based on the subscription price in the Rights Issue. With the subscription price determined by the Independent Board, the conversion price for the convertible bonds will be USD 0.42677 per share (corresponding to NOK 3.30750).
Oversubscription is permitted. Subscription without being a Bond Issue Eligible Shareholder is not permitted.
The Bond Issue is fully underwritten up to the maximum amount of USD 32.5 million by the Underwriters. The underwriting is regulated by the Underwriting Agreements. According to the Underwriting Agreements, each of the Underwriters have, severally, and not jointly, and on a pro rata basis and up to the maximum amount undertaken by each of them, undertaken to subscribe for bonds in the Bond Issue not subscribed for during the subscription period. The underwriting obligation of each Underwriter does not include a guarantee for the payment by any subscriber or any other Underwriter of their subscription amount in the Bond Issue. The Underwriters will receive a guarantee commission of 1.0 per cent of their guaranteed amount, subject to completion of the Bond Issue or, as the case may be, certain other events. Each Underwriter's obligation will be reduced on a bond-by-bond basis with the number of bonds subscribed for under the Bond Issue and allocated to it.
The convertible bonds issued under the Bond Issue will have a subscription price of USD 100 per bond, equal to the par value of each convertible bond.
The Company's shares will be traded exclusive of the right to receive Rights Issue Subscription Rights and the right to subscribe for convertible bonds under the Bond Issue on 18 April 2018.
DNB Registrar's Department acts as receiving agent in connection with the Rights Issue and the Bond Issue. Advokatfirmaet Wiersholm AS acts as legal advisor to the Company.
For further information, please contact:
Hege Veiseth, CFO, +47 99 21 67 43
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Singapore 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, Singapore 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 Receiving Agent assumes any responsibility in the event there is a violation by any person of such restrictions.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is an advertisement and does not constitute a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive").
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 Receiving Agent 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.
This information is subject of the disclosure requirements under section 5-12 of the Norwegian Securities Trading Act.