PGS Petroleum Geo Svcs Asa New

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Lysaker, 30 July 2018

Ferd AS has sold 20 million shares in Petroleum Geo-Services ASA

Further to the announcement by Ferd AS ("Ferd") on 30 July 2018, Ferd announces that it has sold (the "Placing") 20,000,000 shares (the "Placing Shares") of Petroleum Geo-Services ASA (the "Company"), representing approximately 5.9% of the issued and outstanding shares of the Company, at a price of NOK 40 per Placing Share. Following the Placing, Ferd will own 15,823,200 shares of the Company, representing 4.67% of the issued and outstanding shares and votes of the Company.  

Ferd is represented at the board of directors of the Company by Morten Borge, and no change of his current directorship is intended by him as a result of the Placing.

As customary in transactions of this kind, Ferd has agreed to a 90-day lock-up period subject to customary exceptions.

The trade date of the Placing will be 31 July 2018, and settlement of the Placing is expected to occur on 2 August 2018.

Morgan Stanley and Nordea Bank AB (publ), filial i Norge acted as Joint Bookrunners on the Placing. Advokatfirmaet BAHR is acting as legal advisor to Ferd.

Important Notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law.  The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction.  No action has been taken by Ferd or the Bookrunners or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.  There will be no public offering of securities in the United States.

This information is subject of the disclosure requirements pursuant to sections 4-2, 4-3 and 5-12 of the Norwegian Securities Trading Act.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who 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, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering of the shares of the Company, the Joint Bookrunners and any of their affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own account such shares. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Joint Bookrunners are acting on behalf of Ferd and no one else in connection with any offering of the shares and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to any offering of the shares. The Joint Bookrunners may participate in the transaction on a proprietary basis.

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