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 stock exchange notification published by Electromagnetic Geoservices ASA ("EMGS" or the "Company") on 16 March 2018 announcing the terms of the Rights Issue and the Bond Issue. This notification is an update of the key information notification published by EMGS on 2 March 2018 relating to the Rights Issue and the Bond Issue based on the terms published on 16 March 2018.
This stock exchange notification sets out certain key information related to the Rights Issue and the Bond Issue. The information set out in the below applies both to the Rights Issue and the Bond Issue, unless otherwise specified.
Date on which the terms and conditions of the rights issue and the bond issue were announced: 2 March 2018
Last day including rights: 17 April 2018
Ex-date: 18 April 2018
Record date: 19 April 2018
Date of approval: 23 March 2018
Maximum number of new shares: 70,833,333
Maximum principal amount of convertible loan: USD 32,500,000
Subscription price Rights Issue: NOK 2.45
Subscription price Bond Issue: USD 100
Will the rights under the Rights Issue be listed: Yes
Will the rights under the Bond Issue be listed: No
Other information: The minimum subscription in the Bond Issue is USD 10,000 and multiples thereof. To be able to meet this threshold, investors will need to own at least 28,132 shares in the Company on 17 April 2018, as registered in the Norwegian Central Securities Depository (VPS) on 19 April 2018. 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.
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Singapore or the United States (including its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.