Spectrum ASA: Approved prospectus, operational update and subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, SWITZERLAND OR THE UNITED STATES

Oslo, 3 July 2015

Reference is made to the previous stock exchange notices by Spectrum ASA (the "Company", ticker "SPU") concerning the completed NOK 320 million private placement (the "Private Placement") and the resolution by the extraordinary general meeting to authorise the Company's board of directors (the "Board of Directors") to issue up to 1,500,000 additional shares (the "Offer Shares") in a subsequent offering (the "Subsequent Offering").

Approved Prospectus:
The Financial Supervisory Authority of Norway has today approved a prospectus (the "Prospectus") for:

• Listing of 10,000,000 new shares issued in connection with the completed Private Placement
• Offering and listing of up to 1,500,000 Offer Shares in connection with the Subsequent Offering
• The new shares delivered to the investors in the Private Placement were registered on a separate ISIN in anticipation of the approval and publication of the Prospectus. Today, the new shares will assume the ordinary ISIN of the Company's shares, NO0010429145, and be tradable on Oslo Børs under the Company's trading symbol "SPU".

Operational update:
The Company's management expect an improvement in Q2 2015 Net Revenues vs. Q1 2015 and estimates approx. USD 35 million as Net Revenues for the second quarter. This includes sales from the existing Spectrum library and sales from the acquired Fugro library from 1 June 2015. Sales from the acquired Fugro library for the period 1 January 2015 to 31 May 2015 (approx. USD 9 million) will not be recorded in Spectrum P&L, but economic benefits from those sales will be part of the balance as of end Q2 2015. Based on the existing sales pipeline, ongoing licence rounds and full consolidation of revenue related the acquired Fugro Multi Client library, Spectrum management expects Q3 2015 to offer a good sales potential.

Subsequent Offering:
On 2 July 2015, the Board of Directors passed a resolution to carry out the Subsequent Offering at a subscription price of NOK 32 per Offer Share (equal to the subscription price in the Private Placement) raising gross proceeds up to NOK 48 million.

The subscription period for the Subsequent Offering commences on 9 July 2015 and expires at 16:30 (CET) on 23 July 2015 is directed towards existing shareholders of the Company as of the end of 1 June 2015, as appeared in the Norwegian Central Securities Depository (the "VPS") on 3 June 2015 (the "Record Date"), who were not invited to participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Shareholders").

Each Eligible Shareholder will be granted one (1) non-transferable subscription right (the "Subscription Rights") for every eight (8) shares in the Company held by such Eligible Shareholder as of the Record Date rounded down to the nearest whole number of Subscription Rights and each Subscription Right will give the right to subscribe for and be allocated one (1) Offer Share, rounded down to the nearest whole share in the Company.

In the event that not all issued Subscription Rights are exercised, subscribers who have subscribed on the basis of Subscription Rights and who have over-subscribed, will be allocated further Offer Shares proportionally to the number of Subscription Rights they have exercised.  Any Offer Shares remaining after allocation to the holders of Subscription Rights may be allocated to other shareholders and to other investors in accordance with the allocation criteria as further described in the Prospectus. 

Subscription Rights not used to subscribe for Offer Shares before the end of the subscription period will lapse without compensation to the holder, and consequently be of no value.

You are strongly encouraged to read the Prospectus carefully before deciding if you would like to subscribe in the Subsequent Offering. The Prospectus and the subscription form for the Subsequent Offering will be available at spectrumgeo.com, abgsc.no and danskebank.no and in hard copy by contacting one of the following subscription offices:   

The Offer Shares are expected to be delivered to the subscribers in the Subsequent Offering on or about 29 July 2015 and be listed and tradable on Oslo Børs on or about 29 July 2015.

The Company's share capital is currently NOK 53,326,625 divided into 53,326,625 Shares each with a nominal value of NOK 1. Following completion of the Subsequent Offering the total number of issued shares in the Company will be between 53,326,625 and 54,826,625.

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Contacts:
Henning Olset; CFO
Henning.Olset@Spectrumgeo.com
Mobile phone: +47 92 26 69 48

Important information about this press release:
This press release does not constitute an offer of solicitation to purchase or subscribe for securities in the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. 

The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended.  Spectrum does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Switzerland or the United States.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Spectrum believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

This information is subject to disclosure under the Norwegian Securities Act, Section 5-12.