NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL

OSLO, Norway (18 September 2023)- Reference is made to the stock exchange
announcement by TGS ASA (OSE: TGS) ("TGS" or the "Company") today regarding the
contemplated private placement of new shares in the Company (the "Private
Placement"). 

The Company is pleased to announce that the board of directors of the Company
(the "Board") has, pursuant to the authorization granted by the annual general
meeting of the Company on 10 May 2023, resolved to issue and allocate 6.25
million new shares (the "New Shares") at a subscription price of NOK 152.5 per
New Share (the "Subscription Price") raising gross proceeds of NOK 953,125,000. 

The Company intends to use the net proceeds generated from the issuance of the
New Shares to strengthen the Company's equity capital and for general corporate
purposes, including in view of the announced combination with PGS ASA (the
"Merger"). In line with the Company's principle of maintaining a solid balance
sheet, the proceeds will support the Company's plan of optimizing the financing
structure and minimize cost of capital following the Merger. 
Notification of allotment of the New Shares including settlement instructions
will be sent to the applicants through a notification from the Joint Bookrunners
(as defined below) on 19 September 2023.

The New Shares allocated in the Private Placement will be settled through a
delivery versus payment transaction, enabled through a pre-funding arrangement
entered into between the Company and the Joint Bookrunners. The New Shares
allocated to applicants will be tradeable only after the share capital increase
relating to the New Shares has been registered by the Norwegian Register of
Business Enterprises (the "NRBE").

Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 32,820,114.50 divided
into 131,280,458 shares, each with a par value of NOK 0.25. 


The Private Placement involves that the shareholders' preferential rights to
subscribe for and being allocated the New Shares are set aside. The Board has
considered the structure of the equity raise in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the rules on equal
treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment. The Board is of the view that it is
in the common interest of the Company and its shareholders to raise equity
through the Private Placement. The Private Placement enables the Company to
strengthen the Company's balance sheet, with reduced execution and completion
risk. The Private Placement will also enable the Company to utilize current
market conditions, raise capital at a lower discount compared to a rights issue
and avoid other associated costs.

In light of the above, the Board has considered the need to conduct a subsequent
offering. The Private Placement represents limited dilution given it comprises
approximately 5% of the total number of shares in the Company. Further, the
Subscription Price in the Private Placement was set at a market based discount
of 4.9% relative to the last trading price of Company's shares prior to the
Private Placement and a premium of approx. 1.2% in relation to the volume
weighted average trading price of the Company's shares during the trading day
prior to the Private Placement. Moreover, the Private Placement attracted strong
participation from existing shareholders in TGS. These circumstances taken into
account, it is the Company's assessment that the common interests of the
Company's shareholders have been well accounted for, and the Board has
consequently resolved not to proceed with a subsequent offering. 

Advisors:
SpareBank 1 Markets AS and ABG Sundal Collier ASA are acting as Joint
Bookrunners (the "Joint Bookrunners") to the Company, and Advokatfirmaet Schjødt
AS is acting as legal advisor to the Company in connection with the Private
Placement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Sven Børre Larsen, CFO at TGS
ASA on 18 September 2023 at 23:50 CEST on behalf of the Company.


For additional information, please contact: 

Sven Børre Larsen
CFO
Tel: +47 909 43 673
Email: investor@tgs.com

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