Arrow Prospectus - PGS

ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING
Institutional Offering. The Company and the global coordinator, Carnegie, reserve the right to change the
indicated allocation between the Retail Offering and the Institutional Offering without notice and at their sole
discretion. For a description of the guidelines for allocation of the Offer Shares, see section 5.10 “Allocation of
Offer Shares”.
The Retail Offering will be marketed only in Norway.
A non-binding indicative price range for the Offering Price of NOK 65 – NOK 73 has been set by the Board
after consultation with the Managers. However, the final Offering Price may be set above or below this nonbinding
indicative price range. See section 5.6.2 “Indicative price range and Offering Price” and section 5.7.2
“Offering Price”.
5.5 DILUTION
The immediate dilutive effect of the Offering will be 24.6 % if all New Shares are issued and the entire Overallotment
Option is exercised.
Table 5-1: Maximum dilutive effect of the Offering
Prior to Offering After Offering
Ordinary shares, nominal value NOK 10 each, issued and outstanding 18,500,000 24,537,500
% dilution relative to prior to Offering 24.6 %
5.6 THE INSTITUTIONAL OFFERING
5.6.1 Overview
The Institutional Offering will be structured as an offer of Shares to institutional investors and other professional
investors in Norway and internationally. Subscriptions from investors outside Norway will only be accepted if
the Managers are satisfied that the subscription is not in violation of the laws of any jurisdiction.
The minimum subscription in the Institutional Offering is 30,001 Offer Shares. Only Norwegian investors may
place a subscription for less than 30,001 Offer Shares and must do so in the Retail Offering. Investors applying
for Offer Shares in the Institutional Offering may not apply for Offer Shares in the Retail Offering. In the event
an investor, or parties personally related to him, applies for Offer Shares in both the Institutional Offering and
the Retail Offering, the Managers may without further notice disregard the subscriptions made in the Retail
Offering by such parties. In the event the Managers for whatever reason does not disregard the subscriptions
made in the Retail Offering on the basis referred to above, this will not entitle the investor or its related parties to
demand a reduction in the number of Offer Shares allocated to it/them.
5.6.2 Indicative price range and Offering Price
A non-binding indicative price range for the Offering Price of NOK 65 – NOK 73 (both amounts inclusive) has
been set by the Board after consultation with the Managers.
The final Offering Price will be determined by the Board in consultation with the Managers on or about 24 May
2007 following the expiry of the Book-building Period. The final Offering Price will be determined on the basis
of a book building process conducted as part of the Institutional Offering and may be set above or below the
non-binding indicative price range. See also section 5.7.2 “Offering Price”. The Offering Price will be
announced through Oslo Børs’ information system as soon as practically possible and prior to the opening of
trading hours on or about 25 May 2007. Upon an extension of the Book-building Period/Subscription Period, the
indicated dates will be extended accordingly.
The non-binding indicative price range has been determined on the basis of an overall evaluation, including the
Company’s current and historical OTC trading price, an evaluation of the Company’s historical and expected
earnings and future market prospects and a comparison of these factors with the market valuation of comparable
companies, an assessment of the asset values of the Company, executed customer contracts including duration
thereof and options, contractual coverage and positioning the relevant markets, tax positions and the expected
demand for Offer Shares as well as a wider assessment of the stock market in general.
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