Today techs Reminder of the expiry on 21 September of the supply interval

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, , HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

OSLO, Norway (20 September 2022) – Reference is made to the bulletins on 29 June 2022 and 24 August 2022, and the supply doc dated 24 August 2022 (the “Supply Doc”) relating to the advisable voluntary trade supply by TGS ASA (“TGS” or the “Offeror,” “, OSE: TGS) to amass all excellent shares (the “Shares”) in Magseis Fairfield ASA ( “Magseis Fairfield,” OSE: MSEIS) towards a suggestion consideration (the “Supply Consideration”) of (i) 0.0426 peculiar shares in TGS and (ii) NOK 2.3592 in money (the “Supply”) per Magseis Fairfield share.

On 6 September 2022, TGS introduced that it had obtained clearance, with the relevant regulatory ready intervals expiring, from the related competitors authorities within the jurisdictions the place filings had been required, thereby satisfying a situation to consummation of the Supply.

Reference can also be made to the announcement made by Magseis Fairfield on 14 September 2022 relating to the conclusion made by PricewaterhouseCoopers AS, as an impartial knowledgeable engaged by Magseis Fairfield, that the Supply, from a monetary standpoint, is taken into account truthful to the homeowners of shares in Magseis Fairfield.

For additional particulars, please seek advice from the announcement made out there on https://newsweb.oslobors.no/message/571176

Primarily based on the closing worth of the TGS shares of NOK 152.3 as at 19 September 2022, the worth of the Supply Consideration was equal to NOK 8.85 per share in Magseis Fairfield. The share worth of Magseis Fairfield on 28 June 2022, the day instantly previous the announcement of the Supply, was NOK 5.60.

The interval for the Supply (the “Supply Interval”) will expire on Wednesday, 21 September 2022, at 16:30 (Norwegian time), topic to extensions on the sole discretion of the Offeror. The whole phrases and circumstances for the Supply and procedures for accepting the Supply are set out within the Supply Doc. The today techs Supply can solely be accepted primarily based on the Supply Doc. Shareholders who wish to settle for the Supply should fill out and return the acceptance type, which is included within the Supply Doc, previous to the expiry of the Supply Interval.

Acceptances of the Supply already obtained will stay binding, and there’s no want for shareholders which have already accepted the Supply to take any additional motion to substantiate their acceptances or in any other case.

Completion of the Supply stays topic to the success or waiver by the Offeror of the circumstances for the closing of the Supply as set out in Part 3.1 (“Abstract of the important thing phrases of the Supply”) and Part 3.3.4 (“Situations for completion of the Supply”) of the Supply Doc (together with the situation for acceptance of the Supply by shareholders representing greater than 90% of the shares and votes of Magseis Fairfield on a totally diluted foundation), aside from regulatory approvals situation which was introduced as glad on 6 September 2022. Nonetheless, to the Offeror’s data, not one of the circumstances for the Supply that seek advice from occasions that shall or shall not happen are, as of the date hereof, not glad or able to being glad.

The Supply Doc and the acceptance type are, topic to regulatory restrictions in sure jurisdictions, out there at www.abgsc.com, the place additionally contact info might be discovered for questions associated to the Supply and the acceptance type. The acceptance type contains info on how and the place to submit the shape with a view to settle for the Supply.
Advisors

ABG Sundal Collier ASA is appearing as monetary advisor to today techs TGS and receiving agent for the Supply. Advokatfirmaet Schjødt AS is appearing as authorized advisor to TGS. Arctics Securities AS is appearing as monetary advisor and Advokatfirmaet Thommessen AS is appearing as authorized advisor to Magseis Fairfield.

Contact:

TGS: Sven Børre Larsen, CFO
Tel: +47 909 43 673
E-mail: investor@tgs.com

About TGS
TGS offers scientific knowledge and intelligence to firms energetic within the vitality sector. Along with a worldwide, intensive and various vitality knowledge library, TGS provides specialised companies resembling superior processing and analytics alongside cloud-based knowledge purposes and options

Necessary discover
It might be illegal to distribute this announcement in sure jurisdictions. This today techs announcement is just not for distribution in Australia, Canada, the Hong Kong particular administrative area of the Individuals’s Republic of China, Japan, South Africa, the US or to some other jurisdiction the place such distribution can be illegal. The knowledge on this announcement doesn’t represent a suggestion of securities on the market in such jurisdictions. Individuals into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction. This announcement doesn’t represent a suggestion on the market of, or a solicitation of a suggestion to buy or subscribe for, any securities in the US.

The Supply or Consideration Shares referred to on this launch haven’t been and won’t be registered underneath the US Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines and is probably not supplied or bought inside the US or to U.S. Individuals except today techs registered underneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is out there. The knowledge contained on this announcement is for informational functions solely and doesn’t purport to be full or full. TGS doesn’t intend to conduct a public providing in the US. The Consideration Shares will solely be bought to individuals outdoors the US in accordance with Regulation S of the U.S. Securities Act. For U.S. individuals or to individuals which are in any other case topic to the securities legal guidelines of the US, the Consideration Shares will solely be bought to “accredited buyers,” as outlined in Rule 501(a) underneath Regulation D underneath the U.S. Securities Act, pursuant to the exemption from registration supplied by Rule 506(c) underneath such U.S. Securities Act. Copies of this announcement aren’t being, and shouldn’t be, distributed in or despatched into the US.

In the UK, this announcement is for distribution solely to and is directed solely at individuals who (i) have skilled expertise in issues referring to investments which fall inside Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005 (as amended, the “Monetary Promotion Order”), (ii) are individuals falling inside Article 49(2)(a) to (d) (“excessive internet value firms, unincorporated associations and so on”) of the Monetary Promotion Order, or (iii) are individuals to whom an invite or inducement to have interaction in funding exercise (throughout the which means of part 21 of the Monetary Companies and Markets Act 2000) in reference to the difficulty or sale of any securities might in any other case lawfully be communicated or brought about to be communicated (all such individuals collectively being known as “related individuals”).

This announcement is directed solely at related individuals and should not be acted on or relied on by individuals who aren’t related individuals. Any funding or funding exercise to which this announcement relates is out there solely to related individuals and can be engaged in solely with related today techs individuals. This announcement has been ready on the idea that any supply of securities in any Member State of the European Financial Space which has carried out the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (every, a “Related Member State”) can be made pursuant to an exemption underneath the Prospectus Regulation, as carried out in that Related Member State, from the requirement to publish a prospectus for provides of securities. Accordingly, any individual making or desiring to make any supply in that Related Member State of securities, that are the topic of the providing contemplated on this announcement, might solely achieve this in circumstances by which no obligation arises for TGS to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or complement a prospectus pursuant to Article 16 of the Prospectus Regulation, in every case, in relation to such supply. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any supply of the securities by means of any monetary middleman, aside from provides made by TGS which represent the ultimate placement of the securities contemplated on this announcement. Neither TGS nor any of the advisors have authorised, nor do they authorise, the making of any supply of securities in circumstances by which an obligation arises for the Firm to publish or complement a prospectus for such supply.

This launch incorporates sure forward-looking statements throughout the which means of the securities legal guidelines and rules of varied worldwide, federal, and state jurisdictions. All statements, aside from statements of historic reality, included herein, together with with out limitation, statements relating to the Supply or the longer term plans and aims of TGS or Magseis Fairfield are forward-looking statements that contain threat and uncertainties. There might be no assurances that such statements will show to be correct and precise outcomes may differ materially from these anticipated in such statements.

Neither TGS, Magseis Fairfield nor any of their advisors and/or any of their associates or any of their respective administrators, officers, workers, advisers, brokers or some other individual(s) settle for any duty or legal responsibility in anyway for, or make any illustration or guarantee, categorical or implied, as to the accuracy, completeness or equity of the data or opinions on this announcement (or whether or not any info has been omitted from this announcement) or some other info relating the Supply, TGS or Magseis Fairfield.

The difficulty, subscription or buy of shares in TGS is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither TGS, Magseis Fairfield nor their advisors assume any duty within the occasion there’s a violation by any individual of such restrictions.

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