PGS ASA - CONTEMPLATED PRIVATE PLACEMENT TO COMPLETE REFINANCING

NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN  WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR  ANY OTHER  JURISDICTION IN  WHICH THE  RELEASE, PUBLICATION  OR DISTRIBUTION
WOULD  BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

PGS  ASA ("PGS" or  the "Company") is  pleased to announce  that it has received
commitments for a four-year term loan B ("TLB") in a minimum principal amount of
USD  489 million and  an extension  of USD  215 million of  its revolving credit
facility ("RCF") by three years from its current expiry date in September 2020.
As  part of the full refinancing of the  Company's debt maturing in the next 18
months,  the Company  contemplates a  Private Placement  (as defined  below) for
gross proceeds of up to NOK 850 million (approximately USD 95 million).

The Refinancing

The refinancing (the "Refinancing") will address upcoming maturities by:

  * Extension of at least approximately 90% (USD 339 million) of the existing
    USD 377 million TLB from the current maturity in March 2021 to March 2024
  * USD 150 million of incremental TLB with same maturity and terms as the
    extended TLB
  * Extension of USD 215 million of the RCF to September 2023
  * Approximately USD 95 million of new equity

The proceeds from the USD 150 million incremental TLB and the new equity will be
used  to redeem the USD 212 million  Senior Unsecured Notes ("SUN") due December
2020, pay  transaction fees and expenses and  will otherwise be used for general
corporate purposes.

The Company has received TLB and RCF commitments of USD 489 million and USD 215
million  respectively, subject to completion of an  equity raise of at least USD
75 million  and other customary closing  conditions. The Refinancing is expected
to be completed concurrently with the closing of the Private Placement.

The  terms  and  conditions  of  the  TLB  and  RCF  are summarized in a company
presentation  made available on the Company's website www.pgs.com. The TLB has a
floating  interest  at  Libor  +  a  basic  margin  grid of 600-700 basis points
depending on the Company's leverage ratio, which corresponds to an interest rate
of 7.60-8.60% if current 4-year Swap interest rate is applied.

Update on Fourth Quarter and Full Year 2019 Financial Numbers

The Company's fourth quarter and preliminary full year 2019 financial statements
are  scheduled to be approved by the Board  of Directors of PGS (the "Board") on
29 January  2020, and  released  to  the  market  on 30 January 2020. Due to the
proximity  of the  Private Placement  to the  scheduled release of the financial
statements  the Company  provides the  below draft  of the key financial numbers
table to be included in the financial statements.

The  Company provides this information based on the current status of completing
its  fourth quarter and full year 2019 financial statements. The Company has not
completed  all  its  financial  reporting  and related consolidation, review and
control procedures. The estimates provided in this release are therefore subject
to  change  and  the  fourth  quarter  and  preliminary full year 2019 financial
statements  finally approved  and released  by the  Company may deviate from the
information herein.

The information provided below includes certain alternative performance measures
("APMs").  These APMs are consistent with those used in the Company's annual and
quarterly  financial statements  and reference  is made  to the  Company's third
quarter 2019 financial statements for a definition of the APMs.

 Key Financial Figures
-------------------------------------------------------------------------------
 (Unaudited)                                Quarter ended        Year ended

                                            December 31,        December 31,
                                         ------------------- ------------------
 (In   millions   of  US
 dollars,   except   per
 share data)                                 2019      2018      2019      2018
---------------------------------------- ------------------- ------------------


 Profit and loss numbers
 Segment Reporting

 Segment Revenues                           288.4     245.2     880.1     834.5

 Segment EBITDA                             194.1     154.5     556.1     515.9

 Segment     EBIT    ex.
 impairment   and  other
 charges, net                                70.1      47.9      96.4      36.3



 Profit and loss numbers
 As Reported

 Revenues                                   332.6     269.8     930.8     874.3

 EBIT                                        54.2      26.3      54.6      39.4

 Net financial items                       (25.7)    (31.1)    (92.2)    (87.3)

 Income   (loss)  before
 income tax expense                          28.5     (4.8)    (37.6)    (47.9)

 Income tax expense                        (17.8)    (18.7)    (34.1)    (40.0)

 Net  income  (loss)  to
 equity holders                              10.7    (23.5)    (71.7)    (87.9)

 Basic    earnings   per
 share ($ per share)                         0.03    (0.07)    (0.21)    (0.26)



 Other  key  numbers  As
 Reported by IFRS

 Net  cash  provided  by
 operating activities                        94.8     117.3     474.3     445.9

 Cash    investment   in
 MultiClient library                         41.3      40.2     244.8     277.1

 Capital    expenditures
 (whether paid or not)                       17.7      16.1      59.1      42.5

 Total assets                             2,273.3   2,384.8   2,273.3   2,384.8

 Cash      and      cash
 equivalents                                 40.6      74.5      40.6      74.5

 Net   interest  bearing
 debt*                                    1,007.5   1,109.6   1,007.5   1,109.6

 Net  interest bearing  debt, including
 lease liabilities following IFRS 16*     1,204.6             1,204.6
---------------------------------------- --------------------------------------
 *Following  implementation  of  IFRS  16, prior  periods are not comparable to
 December 2019



Net  financial  items  in  the  fourth  quarter  includes  a  share of loss from
associated companies of USD 6.4 million.

The  net  cash  provided  by  operating  activities for the fourth quarter 2019
reflects  a revenue profile related increase  of accounts receivable and accrued
revenues by USD 124.3 million, which will benefit first part of 2020.

The order book totaled USD 322 million at December 31, 2019 compared to USD 163
million at December 31, 2018.

The Private Placement

As  part of  the Refinancing,  the Company  is contemplating a private placement
(the  "Private Placement") of  new ordinary shares  (the "New Shares") for gross
proceeds  of  up  to  NOK  850 million  (approximately USD 95 million based on a
currency  exchange rate  of USD/NOK  8.9477). The net  proceeds from the Private
Placement,  together with the proceeds  of the incremental TLB,  will be used to
repay existing debt, and will otherwise be used for general corporate purposes.

The  Private  Placement  is  directed  towards  investors  subject  to,  and  in
compliance  with, applicable exemptions from relevant prospectus or registration
requirements.  PGS has  retained Nordea  Bank Abp,  filial i  Norge, J.P. Morgan
Securities  PLC, Pareto Securities AS, ABN Amro Bank N.V., Barclays Bank PLC and
DNB  Markets,  a  part  of  DNB  Bank  ASA  as  Joint Bookrunners in the Private
Placement (collectively, the "Managers").

The  subscription price  for the  New Shares  (the "Subscription Price") will be
determined  by  the  Board  based  on  an  accelerated bookbuilding process. The
application  period for  the Private  Placement will  commence today, 21 January
2020 at  16:30 hours CET and  is expected to  close on 22 January 2020 at 08:00
hours CET. The Company, after consultation with the Managers, reserves the right
to  at any time  and in its  sole discretion resolve  to close or  to extend the
application  period or to  cancel the Private  Placement in its entirety without
further  notice. The minimum order size  and allocation in the Private Placement
will  be the NOK equivalent  of EUR 100,000, provided that  PGS may, at its sole
discretion,  offer and  allocate an  amount below  EUR 100,000, pursuant  to any
applicable exemptions from the prospectus requirement being available.

Allocation of the New Shares will be determined after the expiry of the book-
building process by the Board's sole discretion, where the Board will focus
primarily on existing shareholding in the Company, but also take into account
other criteria such as (but not limited to) timeliness of the application, price
leadership, relative order size, sector knowledge, perceived investor quality
and investment horizon. The New Shares will be allocated by the Board on a
conditional basis subject to, inter alia, the Company's shareholders resolving
to issue the New Shares at the EGM (as defined below). No guarantee can be given
that such resolution will be passed.

Completion  of the Private Placement  by delivery of New  Shares to investors is
conditional  upon, inter  alia, (i)  the Company  raising a  minimum of  the NOK
equivalent  of USD  75 million, (ii)  the corporate  resolutions of  the Company
required  to  implement  the  Private  Placement,  including the approval by the
Company's  Board and an extraordinary general meeting in the Company (the "EGM")
to  be  called  for  shortly  after  the  conditional  allocation in the Private
Placement  to issue the Offer Shares (the  "Conditions"). The EGM will be called
for  shortly after  the conditional  allocation in  the Private Placement and is
contemplated  held on 13 February 2020. Investors  being allocated shares in the
Private  Placement and who hold shares in the  Company as of the date of the EGM
undertake to vote in favour of the Private Placement and any Subsequent Offering
(as  defined below) at the  EGM. The Private Placement  will be cancelled if the
mentioned Conditions are not fulfilled or waived.

The  Company will announce  the result of  the Private Placement,  the number of
shares  allocated in  the Private  Placement and  the Subscription  Price in the
Private  Placement  through  an  announcement  expected  to  be published before
opening of trading on Oslo Børs, tomorrow, 22 January 2020.

Settlement  for the Private Placement is expected  to occur on a delivery versus
payment  basis. The shares delivered to the  subscribers are thus expected to be
tradable  upon delivery. The settlement date is expected to be shortly after the
EGM.

Subject  to the pricing  of the Private  Placement, the Company  has agreed to a
lock-up period, commencing on the date hereof and continuing until 90 days after
closing  of the Private  Placement, for issuance  of, among other things, equity
securities,  subject to customary exemptions  (including the subsequent offering
referred to herein.

The   contemplated   Private   Placement  involves  the  setting  aside  of  the
shareholders'  preferential rights to subscribe for the New Shares. The Board is
of  the opinion that the Private Placement  structure will be required to secure
the  minimum equity  raise condition  to the  completion of  Refinancing, reduce
execution  and  completion  risk,  allow  for  the Company to raise capital more
quickly,  raise  capital  at  a  lower  discount  compared to a rights issue and
without  the  underwriting  commissions  normally  seen  with  rights offerings.
Furthermore, the Board has put much emphasis on allocation criteria for existing
shareholdings in the Company.

The Subsequent Offering

Subject  to inter  alia (i)  completion of  the Private Placement, (ii) relevant
corporate  resolutions  including  approval  by  the  Board  and  the EGM, (iii)
prevailing market price of PGS' shares being higher than the Subscription Price,
and  (iv)  approval  of  a  prospectus  by  the  Norwegian Financial Supervisory
Authority  (the  "Prospectus"),  PGS  will  consider  to  carry out a subsequent
offering  (the "Subsequent Offering") of new shares in the Company. A Subsequent
Offering  will be,  if made,  and on  the basis  of the  Prospectus, be directed
towards  eligible shareholders in PGS who (i) are shareholders in the Company as
of  the day of the expiry of  the bookbuilding period for the Private Placement,
as  registered  as  shareholders  in  PGS'  register  of  shareholders  with the
Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as
of  23 January 2020, (ii) are not allocated New Shares in the Private Placement,
and  (iii)  are  not  resident  in  a  jurisdiction where such offering would be
unlawful  or, for jurisdictions other than Norway, would require any prospectus,
filing,  registration  or  similar  action  (the  "Eligible  Shareholders"). The
Eligible Shareholders are expected to be granted non-tradable allocation rights.
The  subscription  period  in  the  Subsequent  Offering is expected to commence
shortly  after  publication  of  the  Prospectus,  expected  in H1 2020, and the
subscription price in the Subsequent Offering will be the same as in the Private
Placement.  PGS will issue a separate stock exchange notice with further details
on the Subsequent Offering if and when finally resolved.

Advokatfirmaet  BAHR AS acts as legal advisor  to the Company in connection with
the  Private Placement. Advokatfirmaet Thommessen AS act as legal advisor to the
Managers in connection with the Private Placement.

Contacts:

Bård Stenberg, SVP IR & Corporate Communication

Mobile:  +47 99 24 52 35

                                      ***
                                IMPORTANT NOTICE

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 PGS. 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 their
securities in the United States or to conduct a public offering of securities in
the  United States. Any sale in the United States of the securities mentioned in
this  announcement will  be made  solely to  "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

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 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 (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  Company  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.

Actual events may differ significantly from any anticipated development due to a
number  of  factors, including without  limitation, changes in investment levels
and need for the Company's services, changes in the  general economic, political
and market conditions in the markets in which the Company operate, the Company's
ability  to attract,  retain and  motivate qualified  personnel, changes  in the
Company's   ability  to  engage  in  commercially  acceptable  acquisitions  and
strategic  investments, and  changes  in  laws and  regulation and the potential
impact   of   legal   proceedings   and   actions.  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 Company does not provide any guarantees that the
assumptions  underlying the forward-looking statements  in this announcement are
free  from errors nor does it accept  any responsibility for the future accuracy
of  the opinions expressed in  this announcement or any  obligation to update or
revise  the statements  in this  announcement to  reflect subsequent events. You
should  not  place  undue  reliance  on  the  forward-looking statements in this
document.

The  information,  opinions  and  forward-looking  statements  contained in this
announcement  speak  only  as  at  its  date,  and are subject to change without
notice.  The  Company  does  not  undertake  any  obligation  to review, update,
confirm,  or to release publicly any revisions to any forward-looking statements
to  reflect events  that occur  or circumstances  that arise  in relation to the
content of this announcement.

Neither   the  Managers  nor  any  of  their  respective  affiliates  makes  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.

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
Managers  nor any of  their respective affiliates  accepts any liability arising
from the use of this announcement.

This  information is subject to the  disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.