THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
December 3, 2007: Oslo, Norway, Petroleum Geo-Services ASA ('PGS' or the 'Company') announced today that it intends to make an offering (the "Offering") of approximately USD 400 million convertible notes due 2012 (the "Convertible Notes") to international institutional investors. The Convertible Notes will be convertible into ordinary shares of PGS.
The offering is being made to put in place long term financing for the acquisition of Arrow Seismic
while increasing financial flexibility for the future.
while increasing financial flexibility for the future.
The final size of the transaction, which will be determined at the time of pricing, is expected to be convertible into approximately 9.8 million shares or 5.4% of PGS' outstanding share capital.
The Convertible Notes are expected to carry a coupon of between 2.2% and 2.7% per annum and the
conversion price is expected to be set at a premium of between 40% and 45% to the volume weighted average price of PGS' ordinary shares from launch to pricing. The Convertible Notes will be issued and redeemed at par on maturity. The Issuer has the right to redeem all outstanding Convertible Notes from January 2011 subject to the value of the shares underlying one Convertible Note exceeding 130% of the principal amount of a Convertible Note for a specified period. The Convertible Notes are expected to price today and closing is expected on or about 20 December 2007.
conversion price is expected to be set at a premium of between 40% and 45% to the volume weighted average price of PGS' ordinary shares from launch to pricing. The Convertible Notes will be issued and redeemed at par on maturity. The Issuer has the right to redeem all outstanding Convertible Notes from January 2011 subject to the value of the shares underlying one Convertible Note exceeding 130% of the principal amount of a Convertible Note for a specified period. The Convertible Notes are expected to price today and closing is expected on or about 20 December 2007.
PGS is rated Ba2/stable by Moody's and BB-/stable by Standard & Poor's.
Application will be made for the Convertible Notes to be listed on the Oslo Børs ASA.
Barclays Capital is Sole Bookrunner for the Offering. Barclays Capital and Carnegie ASA are the Joint Lead Managers.
****
In connection with the issue of the Convertible Notes, Barclays Bank PLC (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot Convertible Notes or effect transactions with a view to supporting the market price of the Convertible Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Convertible Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Convertible Notes and 60 days after the date of the allotment of the Convertible Notes.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN
OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES
MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE
UNITED STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY CONVERTIBLE NOTES.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE
UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER OR (IV) TO WHOM THIS
ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (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 ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS
ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT
PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY
OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL
BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED
INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND
AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN
ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS
OR PERSONS IN THE UK AND OTHER MEMBER STATES (WHERE EQUIVALENT
LEGISLATION EXISTS) FOR WHOM THE INVESTOR HAS AUTHORITY TO MAKE
DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NOR HAVE THE SECURITIES BEEN
ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS
WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY PETROLEUM
INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN
OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES
MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE
UNITED STATES.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY CONVERTIBLE NOTES.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE
UNITED KINGDOM OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER OR (IV) TO WHOM THIS
ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF
SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (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 ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS
ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT
PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED
INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SECURITIES IN ANY
OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THE SECURITIES IS MADE WILL
BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED
INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND
AGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN
ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS
OR PERSONS IN THE UK AND OTHER MEMBER STATES (WHERE EQUIVALENT
LEGISLATION EXISTS) FOR WHOM THE INVESTOR HAS AUTHORITY TO MAKE
DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NOR HAVE THE SECURITIES BEEN
ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS
WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY PETROLEUM
GEO-SERVICES ASA, BARCLAYS BANK PLC OR CARNEGIE ASA OF A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. PETROLEUM GEOSERVICES
ASA, BARCLAYS BANK PLC AND CARNEGIE ASA AND ANY OF THEIR
RESPECTIVE AFFILIATES, AND OTHERS WILL RELY UPON THE TRUTH AND
ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS.
****
Petroleum Geo-Services is a focused geophysical company providing a broad range of seismic and reservoir services, including acquisition, processing, interpretation, and field evaluation. The company also possesses the world's most extensive multi-client data library. PGS operates on a worldwide basis with headquarters at Lysaker, Norway. For more information on Petroleum Geo-Services visit www.pgs.com.
****
The information included herein contains certain forward-looking statements that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future. These statements are based on various assumptions made by the Company, which are beyond its control and are subject to certain additional risks and uncertainties as disclosed by the Company in its Annual Report on Form 20-F for the year ended December 31, 2006, as filed with the U.S. Securities and Exchange Commission. As a result of these factors, actual events may differ materially from those indicated in or implied by such forward-looking statements.
--END-
FOR DETAILS, CONTACT:
Gottfred Langseth
Phone: +47 67 52 44 10
December 3, 2007
Mobile: +47 93 05 55 80
Phone: +47 67 52 44 10
December 3, 2007
Mobile: +47 93 05 55 80
Bård Stenberg
Phone: +47 67 51 43 16
Mobile: +47 99 24 52 35
Barclays Capital
Nick Smith
Phone: +44 (0) 20 7773 6536
Phone: +44 (0) 20 7773 6536
