Completed block sale of existing shares in Argeo ASA

28 Nov 2024 08:32 CET

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

Shearwater Geoservices Holding AS (the “Seller”) has executed a block sale of
existing shares (the “Offering”) in Argeo ASA (the "Company") through a club
deal in the pre-sounding phase of the Offering.

The Seller has, as of this announcement, successfully sold 4,024,725 shares in
the Company (the “Offer Shares”), which equals approx. 9.1% of the Company’s
outstanding shares, at a price of NOK 9.50 per Offer Share, which again equals
gross proceeds of approx. NOK 38 million.

Following completion of the Offering, the Seller holds no shares in the Company.
The Seller has thus fallen below the 5% disclosure threshold.

The Seller is represented on the Company’s board of directors by board member
Peter Allan Hooper. Please refer to the attached notification of trading for
further details.

The Seller has been a shareholder in the Company since 2023 when the Company
acquired the vessel SW Bell (Ulstein SX124 X-BOW) from the Seller. The
acquisition was settled with 50% cash and 50% shares in the Company. The Seller
has decided to divest its shareholding in the Company in order to reallocate
capital to purposes which are closer to the Seller’s core activity. The Offering
is not a reflection of the Seller’s assessment of the underlying prospects of
the Company or the relating industry.

The notification of allocation in the Offering is expected to be communicated on
28 November 2024 (trade date) before 09:00 CET (T). The settlement in the
Offering is expected to take place on or about 2 December 2024 (settlement date)
on a delivery versus payment basis (DVP T+2). The Offering is unconditional as
of the time of notification of allocation, and the Offer Shares will be
tradeable on Oslo Børs from T.

The Seller will receive the net proceeds from the Offering. The Company will not
receive any proceeds from the Offering.

Pareto Securities AS acted as Sole Manager and Sole Bookrunner in the Offering
(the "Manager").

Important Notices:

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 and that are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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 the Seller 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 their control.

By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Seller does not have any intention or obligation to publicly update or
revise any forward-looking statements after they distributes this announcement,
whether to reflect any future events or circumstances or otherwise.

Neither the Manager nor any of its respective affiliates make any representation
as to the accuracy or completeness of this announcement and none of them accepts
any responsibility for the contents of this announcement or any matters referred
to herein.

The Manager is acting for the Seller only in connection with the Offering and no
one else, and will not be responsible to anyone other than the Seller for
providing the protections offered to clients nor for providing advice in
relation to the Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site

633359_PDMR - Shearwater Geoservices Holding AS - 27 November 2024.pdf