TGS and PGS Merger Completed
01 Juli 2024 - 5:10PM
TGS and PGS Merger Completed
OSLO, Norway (1 July 2024) -
Reference is made to the joint stock exchange announcement on 18
September 2023 by TGS ASA ("TGS" or the
"Company," OSE: TGS) and PGS ASA
("PGS," OSE: PGS) regarding the combination of the
two companies (the "Merger"), as well as the
announcements on 25 October 2023 and 1 December 2023 regarding,
respectively, the execution of the definitive merger agreement and
approval by the extraordinary general meetings. Reference is also
made to subsequent announcements, including on 11 June 2024 whereby
all conditions for completion of the Merger were confirmed
satisfied.
TGS and PGS are pleased to confirm that the
Merger has now been formally completed.
Completion of the Merger has today been
registered with the Norwegian Register of Business Enterprises. As
a result, and following the issuance of the merger consideration
shares to the former shareholders of PGS, the new share capital of
TGS is NOK 49,068,323.25 divided on 196,273,293 shares, each with a
nominal value of NOK 0.25.
Pursuant to and in accordance with Article
1(5)(f) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") and the European Commission’s delegated regulation
(EU) 2021/528 of 16 December 2020, TGS has prepared an «exempted
document» in connection the Merger and the listing of the
consideration shares issued thereunder. The exempted document will
be made available on the Company's web site, www.tgs.com.
As announced on 20 June 2024, the TGS
consideration shares will be delivered to the eligible former PGS
shareholders on 4 July 2024. In addition, the former PGS
shareholders will receive a compensation of NOK 0.20419 in cash per
each former PGS share held, as per the terms of the Merger. The
cash compensation will be paid on 9 July 2024.
For further information on the Merger and the
complete terms and conditions for the Merger, please see the merger
plan for the Merger available on www.tgs.com and the announcement
of 20 June 2024 setting out key completion dates and details.
For more information, contact:
Sven Børre Larsen Chief
Financial Officer Email: investor@tgs.com
Disclosure:
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
About TGS: TGS provides advanced data and
intelligence to companies active in the energy sector. With leading
edge technology and solutions spanning the entire energy value
chain, TGS offers a comprehensive range of insights to help clients
make better decisions. Our broad range of products and advanced
data technologies, coupled with a global, extensive, and diverse
energy data library, makes TGS a trusted partner in supporting the
exploration and production of energy resources worldwide.
Forward Looking Statement:
All statements in this press release other than
statements of historical fact are forward-looking statements, which
are subject to a number of risks, uncertainties and assumptions
that are difficult to predict and are based upon assumptions as to
future events that may not prove accurate. These factors include
volatile market conditions, investment opportunities in new and
existing markets, demand for licensing of data within the energy
industry, operational challenges, and reliance on a cyclical
industry and principal customers. Actual results may differ
materially from those expected or projected in the forward- looking
statements. TGS undertakes no responsibility or obligation to
update or alter forward-looking statements for any reason.
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