Arrow Prospectus - PGS

1.9 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
1.9.1 Major shareholders
The major shareholders of Arrow are GC Rieber Shipping and Odin Offshore, with 54.1% and 6.1%,
respectively. Arrow is not aware of any other shareholders owning more than 5% of the Shares.
As of 9 May 2007, the Company had 152 shareholders in total, of which 136 were Norwegian and 16 were non
Norwegian.
Table 1-4: Major shareholders
No. of shares Percentage
1 GC Rieber Shipping ASA 10,000,000 54.05%
2 Odin Offshore 1,136,600 6.14%
3 Storebrand Livsforsikring AS 702,632 3.80%
4 A/S Odin 549,000 2.97%
5 DZ Bank International S.A 500,000 2.70%
Shareholders holding a total of approximately 58% of the total Shares are considered closely related to the
Company in accordance with the stock exchange regulation § 2-3. The Company has thus a free float of approx.
42% prior to the Offering.
1.9.2 Related party transactions
Management services for the group are purchased under service agreements with GC Rieber Shipping AS and
GC Rieber Shipping Ltd, currently affiliate companies of Arrow. Arrow’s vessels are managed under long term
ship management agreements with the current affiliate companies GC Rieber Shipping AS and GC Rieber
Shipping Ltd. Project management and building supervision agreements have been entered into between GC
Rieber Shipping AS and ASI II and ASI III, and similar agreements will be entered into with ASI IV, ASI V and
ASI IV. Further, ASI I and ASI IV have, respectively, entered into intra group charters regarding “Geo Atlantic”
and “CGG Laurentian” respectively. The Company has also entered into certain loan agreements with
subsidiaries and has provided parent company guarantees for subsidiaries’ obligations according to loan
agreements with external lenders.
All agreements have been entered into on arms length basis and in accordance with market practice. For further
information, see section 14.4 “Related party agreements.”
1.10 DETAILS OF THE OFFERING AND ADMISSION TO TRADING
In conjunction with the Listing, the Company plans to carry out an Offering consisting of:
- An offer to institutional investors with a lower limit per subscription of 30,001 Offer Shares
- An offer to the public in Norway with a lower limit per subscription of 100 Offer Shares and an upper
limit per subscription of 30,000 Offer Shares
Number of Offer Shares:
The Offering comprises a maximum of 5,250,000 New Shares in
addition to an option for the Stabilisation Manager, with the
consent of the Board, to over-allot a number of shares equal to 15%
of the New Shares issued in the Offering.
Indicative price range in the Offering: A non-binding indicative price range for the Offering is NOK 65 –
NOK 73 per share
Book-building Period: From and including 14 May 2007 to 16:30 hours on 24 May 2007,
subject to possible reduction or extension. Any such extension or
shortening of the Book-building Period will be announced through
the information system of Oslo Børs. The Book-building Period
will in no circumstance close prior to 21 May 2007 or later than 8
June 2007. In the event of an extension of the Book-building
Period, the indicated allocation date, payment date, date of delivery
of Offer Shares, Listing and first day of trading will be extended
correspondingly. For further information, see section 5.6.4.
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