Arrow Prospectus - PGS

IMPORTANT INFORMATION
This Prospectus has been prepared in connection with (i) the application for listing of the Shares of Arrow
Seismic ASA (the “Company” or “Arrow”) on Oslo Børs or alternatively Oslo Axess (the “Listing”), (ii) an
institutional offering (the “Institutional Offering”) and a retail offering in Norway (the “Retail Offering”)
(together the “Offering”) and iii) listing of up to 5,250,000 new shares in the Company (the “New Shares”) and
listing of any additional new shares issued by the Company through exercise of the Over-allotment Option.
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The Company has furnished the information in this Prospectus. The Managers make no representation or
warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in
this Prospectus is, or shall be relied upon as, a promise or representation by the Managers. This Prospectus has
been prepared to comply with the Norwegian Securities Trading Act and related secondary legislation, including
the EC Commission Regulation EC/809/2004. Oslo Børs has reviewed and approved this Prospectus in
accordance with the Norwegian Securities Trading Act Section 5-7. This Prospectus has been published in an
English version only. All inquiries relating to this Prospectus should be directed to the Company or the
Managers. No other person has been authorised to give any information about, or make any representation on
behalf of, the Company in connection with the Listing and the Offering and, if given or made, such other
information or representation must not be relied upon as having been authorised by the Company or the
Managers.
The information contained herein is as of the date hereof and subject to change, completion or amendment
without notice. There may be changes affecting the Company or its subsidiaries subsequent to the date of this
Prospectus. Any new material information and any material inaccuracy that might have an effect on the
assessment of the Shares arising after the publication of this Prospectus but before the Listing will be published
and announced promptly as a supplement to this Prospectus in accordance with section 5-15 of the Norwegian
Securities Trading Act. Neither the delivery of this Prospectus nor the completion of the Listing and Offering at
any time after the date hereof will, under any circumstances, create any implication that there has been no
change in the Company’s affairs since the date hereof or that the information set forth in this Prospectus is
correct as of any time after the date hereof.
The distribution of this Prospectus and the offering and sale of the Offer Shares may in certain
jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform
themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or
an invitation to subscribe or purchase, any of the Offer Shares in any jurisdiction in which such offer or
sale would be unlawful. No one has taken any action that would permit a public offering of shares to
occur outside of Norway.
The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and may not be offered or sold in the United States or to, or for the account or benefit of,
U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Offer Shares are being offered in the United States only to a limited
number of qualified institutional buyers (“QIBs”) as defined in, and in reliance on, the exemption from the
registration requirements of the Securities Act provided by Rule 144A under the Securities Act (“Rule 144A”)
and outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”).
Prospective purchasers in the United States are hereby notified that sellers of the Offer Shares may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further details,
see section 5.23 “Notice to prospective investors in the United States”.
The Offer Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the Offer Shares or the accuracy or
the adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”), WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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