Reference is made to the joint stock exchange announcement on 18 September 2023 by TGS ASA and PGS ASA) regarding the combination of the two companies, 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.
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.
