NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN
Upon expiry of the acceptance period for the Mandatory Offer, the Offeror had received valid acceptances for in total 59,835,056 Magseis Fairfield shares, equaling approximately 22% of the outstanding shares and votes in the Company.
Following completion of the Mandatory Offer and subject to due settlement of the shares for which acceptances are received, the Offeror will own 264,890,034 Magseis Fairfield shares, equaling approximately 97,49% of the outstanding shares and votes in the Company.
In accordance with the terms of the Mandatory Offer, settlement will be made promptly and no later than within 14 days after expiry of the Acceptance Period. The latest date on which settlement of the Mandatory Offer will be made is accordingly on
Advisors:
ABG Sundal Collier ASA acts as financial advisor to TGS and receiving agent for the Mandatory Offer. Advokatfirmaet Schjødt AS acts as legal advisor to TGS.
Contacts:
TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
Email: investor@tgs.com
Important notice:
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in
Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Mandatory Offer, TGS or Magseis Fairfield.
Mandatory Offer Restrictions
The distribution of the Mandatory Offer Document and the making of the Mandatory Offer may in certain jurisdictions ("Restricted Jurisdictions") be restricted by law. Therefore, persons obtaining the Mandatory Offer Document or into whose possession the Mandatory Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
The Mandatory Offer Document is not directed to persons whose participation in the Mandatory Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law, provided, however, that the Mandatory Offer is made to Magseis Fairfield shareholders resident in
The Mandatory Offer Document does not represent an offer to acquire or obtain securities other than Magseis Fairfield shares. The Mandatory Offer is not open to any Magseis Fairfield shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Mandatory Offer. No action has been taken to permit the distribution of the Mandatory Offer in any jurisdiction where action would be required for such purposes (except
The Mandatory Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. The Mandatory Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, and the Mandatory Offer cannot be accepted by any such use, means or instrumentality, in or from within Restricted Jurisdictions. Accordingly, copies of the Mandatory Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares in Magseis Fairfield for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Mandatory Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
Notice to U.S. Investors
The Mandatory Offer is being made for securities of a Norwegian company, and Magseis Fairfield Shareholders in
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