PLANNED INITIAL PUBLIC OFFERING AND LISTING ON OSLO AXESS

Important notice:

 

This notice is not for distribution to United States news services or for dissemination in the United States or elsewhere where such dissemination is not appropriate.

 

This notice is issued pursuant to the requirements of Norwegian law and Oslo Børs only and does not constitute an offer of the securities described herein.

 

This notice may not be relied upon by any person to whom it was not intended to be provided.

 

The Company’s Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States. The Securities are being offered and sold (1) in the United States in reliance on Rule 144A under the Securities Act ("Rule 144A") only to "qualified institutional buyers" ("QIBs") (as that term is defined in Rule 144A) and (2) outside the United States to persons other than "U.S. Persons" (as that term is defined in Regulation S under the Securities Act ("Regulation S")) in offshore transactions in reliance upon Regulation S. Prospective purchasers of the Securities are hereby notified that sale of the Securities in the United States or to U.S. persons is subject to certain transfer restrictions. Each purchaser of Securities in the United States will be deemed to have made certain representations and acknowledgments, including, but not limited to, that the purchaser is a QIB.

 

The board of directors of Polarcus Limited (‘Polarcus’ or the ‘Company’) has on 14 September 2009 resolved to offer new shares in the range of USD 112 million to USD 125 million in the initial public offering of shares in Polarcus to be completed in connection with the listing of the Company`s shares on Oslo Axess. In addition, there will be an over-allotment option of up to 15%. The proceeds will be used for financing of the four ordered vessels and for general working capital purposes.

 

Prior to the initial public offering,  the number of issued shares is estimated to be 101,785,931 (subject to rounding to avoid fraction of shares) following the consolidation of the Company's shares 2:1 which was resolved by the Company in an Extraordinary General Meeting on 11 September 2009 and announced to the market the same day. 

 

The indicative price range for the initial public offering has been set at between NOK 4.0 and NOK 6.0 per share, implying a market capitalization of Polarcus prior to the offering of between approx. NOK 400 million and approx. NOK 600 million.

 

The book building period is expected to run from and including 16 September 2009 to 25 September 2009 at 17:30 (Norwegian time), subject to approval by Oslo Børs of the offering and listing prospectus which is being prepared and also subject to extension. Subject to approval by the board of Oslo Børs ASA, it is expected that dealings in the shares on Oslo Axess will commence on or about 30 September 2009.           

 

ABG Sundal Collier Norge ASA and SEB Enskilda have been appointed as Joint Global Coordinators and Bookrunners for the Offering and Listing of Polarcus. In addition the Company has engaged Invest AD – The Abu Dhabi Investment Company – as Lead Placing Agent.

 

The prospectus will be available at the offices of Polarcus, ABG Sundal Collier and SEB Enskilda.

 

Contacts

 

Rolf Ronningen, CEO Polarcus, +971 4 436 0800 / +971 50 459 6982 

Tom Henrik Sundby, CFO Polarcus, +971 4 436 0800 / +971 50 708 6480

 

About Polarcus

 

Polarcus is a pure play marine geophysical company with a pioneering environmental agenda, specializing in high-end towed streamer data acquisition from pole to pole. Polarcus is launching an ultra-modern fleet of initially 4 advanced seismic vessels designed by Norway's Ulstein Design AS incorporating the innovative ULSTEIN X-BOW® hull, with the first vessels becoming operational in 2009.