Emgs priced its IPO at NOK 135 per share, at the top of the revised price range of NOK 125135 per share; Very strong investor interest, from both retail and institutional investors, results in the offering being approximately 13x subscribed at the IPO price; Total offering of 19,623,200 shares, representing approximately 26.7% of emgs’ outstanding share capital following the IPO; Over-allotment option granted to the managers for an additional 1,850,000 shares by entities affiliated with Warburg Pincus;
Listing application approved by the Board of the Oslo Stock Exchange on 28 March, 2007; Trading expected to commence on the main list of the Oslo Stock Exchange on 30 March, 2007. Oslo, 29 March, 2007 – ElectroMagnetic GeoServices ASA (“emgs”), the global leader in Seabed Logging (“SBL”), announced today that it had priced its initial public offering on the Oslo Stock Exchange at NOK 135 per share. The offering of a total of 19,623,200 shares consisted of 14,123,200 shares sold by current shareholders, including entities affiliated with Warburg Pincus and members of emgs’ management team and Board of Directors, and 5,500,000 shares issued and sold by emgs.
The offering raised NOK 2,649 million in gross proceeds, with NOK 743 million received by emgs. Entities affiliated with Warburg Pincus have granted the managers an option, exercisable within 30 days after the closing of the offering, to sell up to an additional 1,850,000 shares to cover overallotments or short positions. In accordance with a resolution passed at emgs’ annual general meeting on 1 March, 2007 to convert the former preference shares of the company into ordinary shares, the Board of Directors also resolved to issue a total of 168,670 shares to former holders of preference shares by way of conversion of accrued dividend entitlements.
Following completion of this share issue and the offering, emgs’ total number of shares outstanding will be 73,446,573. The offering was approximately 13 times subscribed at the IPO price by a wide range of international and Norwegian investors.
A total of 20,478,350 shares were allocated to approximately 200 institutional investors internationally, and a total of 994,850 were allocated to approximately 1,800 retail investors in Norway. emgs shares are expected be traded on the main list of the Oslo Stock Exchange from 30 March, 2007, under the ticker “EMGS”. Settlement is expected to occur on or about 4 April, 2007. In the period from and including 30 March, 2007 to and including 3 April, 2007, trading in the emgs shares will take place on an “if and when issued” basis.
As described in the section titled ”Plan of Distribution – Placing Agreement” in the prospectus dated 14 March, 2007, trading in this period will be conditional upon certain force majeure conditions not being invoked by the managers under an agreement entered into between emgs, the selling shareholders and the managers. If the managers invoke the force majeure conditions on or prior to 3 April, 2007, any trades in the shares carried out in this period and, as the case may be, any settlements made for trading in the shares, will be cancelled.
emgs and Warburg Pincus have agreed to a lock-up period of 6 months, and members of emgs’ management team and Board of Directors have agreed to a lock-up period of 12 month on their holdings. Terje Eidesmo, CEO of emgs, commented: “We are delighted with the success of our IPO, and the overwhelming response we have received from investors. We believe that we now have a solid foundation to continue to grow emgs as a public company and to lead the rapid development of the SBL industry”.
Goldman Sachs International is the Global Coordinator for the offering. ABG Sundal Collier, Goldman Sachs International and Lehman Brothers are Joint Bookrunners for the offering, with Carnegie and DnB NOR Markets as Co-Lead Managers. Recent Developments Aker Exploration AS has entered into a contract with emgs for the acquisition of SBL data in the Barents Sea, Norwegian Sea and North Sea, commencing on the Norwegian Continental Shelf (NCS) in May 2007. The minimum SBL program to be performed by emgs for Aker Exploration in 2007 has a contract value of $30.8 million. Aker Exploration has the option for an additional SBL program in 2007 from emgs with a contract value of $6.7 million.
In addition, the contract provides that Aker Exploration has the option to extend the scope of work to be performed by emgs on an annual charter-based contract for each of the years 2008 through 2011. If all options were to be exercised by Aker Exploration, the contract price for the four additional years would total $196 million. There can be no assurance that any of the options in the contract, including the 2007 option, will be exercised by Aker Exploration.
The contract is subject to customary termination provisions. The Company emgs is the global market leader for the provision of SBL services, a technology that enables the detection of hydrocarbons beneath the seabed prior to drilling. The founders of emgs invented this proprietary and patented technology and have developed it over the past 10 years. Since its inception in 2002, emgs has conducted more than 200 commercial surveys for many of the world’s leading oil and gas companies and offshore operators, including BP, Chevron, Eni, Norsk Hydro, ONGC, Petrobras, Petronas, Statoil and Woodside.
Of the surveys that have been performed to date for which drilling results are available, emgs has accurately predicted the well results of those measured prospects and fields in excess of 90% of the time. emgs offers its customers a complete and proprietary SBL solutions package, including modeling, survey planning, data acquisition, data processing and interpretation. Currently, emgs operates four survey vessels and is planning to charter a fifth vessel in 2007 and has entered into contracts for two additional vessels in 2008. For the year ended 31 December 2006, emgs recorded revenues of $117.7 million, an increase of 167% from 2005. Operating profit was $13.2 million and EBITDA was $20.7 million.
For additional information, please contact:Terje Eidesmo, Chief Executive Officer Telephone +47 73 56 88 10
This announcement includes statements that may constitute forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond emgs’ management’s control. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.
The forward-looking statements involve risks and uncertainties that affect our operations, financial performance and other factors. This announcement does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. emgs has not registered and does not intend to register any portion of any offering of securities in the United States or to conduct a public offering of any securities in the United States.
This announcement is not an advertisement nor a prospectus and investors should not subscribe for or purchase any shares or other securities referred to in this announcement except on the basis of information in the prospectus which was published by emgs in connection with the admission of the shares in emgs to the Main List of the Oslo Stock Exchange.
This document does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons 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 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”).
Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) this communication is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive