PGS private placement successfully completed


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
 
 
Oslo, Norway May 28, 2009:
Petroleum Geo-Services ASA ("PGS" or the "Company") today announced its successful placement towards professional Norwegian and international investors of 17,999,999 new shares and 3,625,223 treasury shares at the price of NOK 36.50 per share. The share issue represents approximately 9.99% of the shares outstanding prior to the placement. Total gross proceeds from the private placement amounted to approximately NOK 790 million.
 
Jon Erik Reinhardsen, President and CEO of PGS, commented: "I am very pleased to see the massive interest in the placement. It is a genuine sign of strength that the book was closed in just one hour, more than five times oversubscribed."
 
Mr. Reinhardsen continues: "The purpose of the private placement was to strengthen our balance sheet. Together with the previously announced plans for asset sales, which are targeting proceeds of USD 200 million, the private placement will better position PGS in a more challenging market."
 
The new shares will be issued in accordance with the Board proxy established at the Company's Annual General Meeting held on May 14, 2009. The total number of outstanding shares after the issue will be 197,999,999 shares, each with a nominal value of NOK 3.00.
 
ABG Sundal Collier Norge ASA acted as global coordinator and sole bookrunner, and DnB NOR Markets and SEB Enskilda as lead managers for the private placement.
 
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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.
 
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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. The Company is subject to a large number of risk factors including but not limited to the demand for seismic services, the demand for data from our multi-client data library, the attractiveness of our technology, unpredictable changes in governmental regulations affecting our markets and extreme weather conditions. For a further description of other relevant risk factors we refer to our Annual Report for 2007. As a result of these and other risk factors, actual events and our actual results may differ materially from those indicated in or implied by such forward-looking statements.
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES:
 
The shares to be offered have not been and will not be registered under the U.S. Securities Act of  1933, as amended (the "U.S. Securities Act"),  or any state securities laws, and will be offered within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") or an "Accredited Investor" as defined under Rule 501(A) of the US Securities Act and in reliance upon an exemption from the registration requirements in the US Securities Act, and to certain non-U.S. persons in offshore transactions  in reliance on Regulation S under the U.S.  Securities Act. Any US investor will be requested to sign and return an investor representation letter certifying that it is either a QIB or an Accredited Investor. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any country in which such offer, solicitation or sale would be unlawful.
 
 
 
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