NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
MAGSEIS ASA – PRIVATE PLACEMENT SUCCESSFULLY COMPLETED
Reference is made to the stock exchange release on 7 November 2018 where Magseis
ASA ("Magseis" or the "Company") announced the launch of a private placement of
shares in the Company. The Company is pleased to announce that, on basis of
commitments received from investors, it has conditionally allocated 73,923,304
shares, each with a nominal value of NOK 0.05 (the "Offer Shares") at a
subscription price of NOK 16.95 per share, raising gross proceeds of
approximately USD 150 million (the "Private Placement").
The subscription price was determined through an accelerated bookbuilding
process after close of trading on 7 November 2018. The Private Placement
attracted strong interest from both existing shareholders as well as new high
quality institutional investors. The Private Placement was significantly
The Company intends to use the net proceeds from the Private Placement to fund
the acquisition of Fairfield Geotechnologies' ("Fairfield") Seismic Technologies
business from Fairfield (excluding the Brazilian operations) together with 100%
of the shares of Fairfield International Limited, being the parent company for
the WGP group in the UK (the "Acquisition"), as announced by the Company on 30
October 2018, and for general corporate purposes.
Conditional notification of allotment will be sent to applicants allocated Offer
Shares on or about 8 November 2018.
Completion of the Private Placement is subject to the following conditions being
satisfied or waived: (i) the adoption of the relevant corporate resolutions of
the Company required to implement the issue of the Offer Shares, which in
addition to the board of director's resolution to proceed with the Private
Placement involves inter alia the resolution at the extraordinary general
meeting to be held on or about 11 December 2018 (the "EGM") to approve the issue
the Offer Shares, the Subsequent Offering (as defined below), the consideration
shares and warrants to be issued by the Company to Fairfield as part of the
Acquisition and to elect Charles W. Davison as new Chairman of the Company's
board of directors and Anthony Dowd as a member of the Company's nomination
committee, (ii) registration of the share capital increase pertaining to the
issuance of the Offer Shares in the Norwegian Register of Business Enterprises,
(iii) that the share purchase agreement relating to the Acquisition has not been
terminated by either of the parties thereto prior to the EGM, and (iv) that the
review of the Acquisition by the Federal Trade Commission and the Antitrust
Division of the United States Department of Justice under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and any other competition
authorities with jurisdiction over the contemplated transactions, has not, prior
to the EGM, proceeded to further investigations after the initial waiting
period. Items (i) through (iv) are referred to as the "Conditions". Completion
of the Private Placement is not conditional upon completion of the Acquisition.
After registration of the share capital increase pertaining to the Offer Shares
with the Norwegian Register of Business Enterprises, the Company will have a
share capital of NOK 7,574,118.10 divided into 151,482,362 shares, each with a
nominal value of NOK 0.05 (not including the consideration shares to be issued
to Fairfield as part of the Acquisition).
The Managers (as defined below) expect to issue notifications with final payment
instructions immediately after the EGM with payment date on or about 12 December
2018. Allocated Offer Shares will be delivered as soon as practicable thereafter
assuming all Conditions are met, expected on or about 14 December 2018. The
Offer Shares will not be listed or tradable on the Oslo Stock Exchange until the
publication of a listing prospectus approved by the Financial Supervisory
Authority of Norway, expected on or about 18 December 2018.
In order for the Company to obtain the required equity funding for the
Acquisition, the Board considers it beneficial for the Company to initiate the
Private Placement now. On this basis, and based on an assessment of the current
equity market, the Board has considered the Private Placement to be required and
in the common interest of the Company and its shareholders. The Board has
considered the Private Placement together with the expected benefits for the
Company and its shareholders of the Acquisition. In order to justify such
deviation from the principle of equal treatment of the shareholders and subject
to completion of the Private Placement, the Board intends to carry out a
subsequent offering of up to 7,392,330 shares to raise gross proceeds of up to
USD 15 million (the "Subsequent Offering"). The Subsequent Offering will be
directed towards shareholders in the Company as of close of trading, 7 November
2018, as registered in the VPS on 9 November 2018 (the "Record Date") who were
not allocated Offer Shares in the Private Placement, and who are not resident in
a jurisdiction where such offering would be unlawful, or would (in a
jurisdiction other than Norway) require any prospectus filing, registration or
similar action ("Eligible Shareholders"). Such Eligible Shareholders will be
granted non-tradable subscription rights to subscribe for, and, upon
subscription, be allocated new shares. One subscription right will entitle the
holder to subscribe for one share in the Subsequent Offering. Oversubscription
for the relevant shareholders will be allowed. Subscription without subscription
rights will not be allowed. The Subsequent Offering is conditional on completion
of the Private Placement, the extraordinary general meeting of Magseis to be
held on or about 11 December 2018 approving the Subsequent Offering and approval
and publication of a prospectus, expected to take place on or about 18December
2018. Further details of the Subsequent Offering, if approved, will be included
in the prospectus to be issued by the Company.
The following primary insiders have ordered and been conditionally allocated
shares in the Private Placement:
Redback AS, controlled by Jan P. Grimnes who is the Chairman of the Board, was
allocated 884,956 shares and will following completion of the Private Placement
own 3,218,289 shares in the company.
Shell Technology Ventures, represented on the Board by Bettina Bachmann, was
allocated 471,976 shares and will following completion of the Private Placement
own 3,530,339 shares in the Company.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA are acting as Joint
Global Coordinators and Pareto Securities AS as Joint Bookrunner (together with
the Joint Global Coordinators, the “Managers”) for the Private Placement.
Advokatfirmaet Wiersholm AS is advising the Company and Advokatfirmaet
Thommessen AS is advising the Managers in relation to the Private Placement.
For further information, please contact:
Per Christian Grytnes, CEO
Tel: +47 48 21 48 21
Tom Henrik Sundby, CFO
Tel: +47 47 75 44 15
This communication may not be published, distributed or transmitted in the
United States, Canada, Australia, Japan or Hong Kong. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities of the Company in the United States or any other
jurisdiction. The securities of the Company may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of the Company have not been, and will not be, registered under the
U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act and to "major U.S.
institutional investors" under SEC Rule 15a-6 to the United States Exchange Act
of 1934. No public offering of the securities will be made in the United States.
In any EEA Member State that has implemented the Prospectus Directive, this
communication is only addressed to and is only directed at qualified investors
in that Member State within the meaning of the Prospectus Directive, i.e., only
to investors who can receive the offer without an approved prospectus in such
EEA Member State. The expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in any relevant Member State) and includes any relevant
implementing measure in the relevant Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement 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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 the Company 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 announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to sections
4-2 and 5-12 of the Norwegian Securities Trading Act and section 3.2 of the
Continuing Obligations for Listed Companie