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Scheme of Arrangement to Implement Financing Transaction

Source: www.gulfoilandgas.com 11/26/2020, Location: Europe

PGS ASAhas launched a scheme of arrangement in England (the “Scheme”) via the issuance of a practice statement letter to the lenders under its ~$350 million revolving credit facility and ~$522 million term loan B facility (the “RCF/TLB Facility”).

PGS is proposing the Scheme in order to implement the financing transaction announced on October 21, 2020 (the "Transaction") in the manner contemplated in the Lock-Up Agreement dated October 21, 2020 (as described in PGS' announcement on that date). As of the date of this announcement, lenders representing 95.4% by value of debt and 99.5% by number of the RCF/TLB Facility have entered into the Lock-up Agreement and thereby agreed to support the Transaction. This represents more than sufficient majorities to meet the relevant Scheme approval levels (being 75% by value and a majority in number of creditors which attend the relevant meeting and vote in respect of the Scheme).

If sanctioned by the English Court, the proposed Scheme will enable the implementation of the Transaction and will bind all RCF and TLB lenders (including those who vote against or do not vote in respect of the Scheme) to the terms of the Transaction.

As previously announced, the Transaction is expected to close during the course of Q1 2021.

The Company will continue to operate its business as usual by performing its other obligations, including making payments of interest, as they fall due.

The Company will provide updates in due course as appropriate.

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