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Arrow Prospectus - PGS

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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING<br />

5.8 SUBSCRIPTION OFFICES<br />

The Subscription Offices are:<br />

Carnegie ASA<br />

Stranden 1, Aker Brygge<br />

PO Box 684 Sentrum<br />

0106 Oslo<br />

Norway<br />

Telephone: +47 22 00 93 00<br />

Fax: +47 22 00 99 60<br />

www.carnegie.no<br />

Kaupthing ASA<br />

Olav V gt. 5<br />

P.O. Box 1914 Vika<br />

0125 Oslo<br />

Norway<br />

Telephone: +47 24 14 74 00<br />

Fax: +47 24 14 74 31<br />

www.kaupthing.no<br />

5.9 CONDITIONS FOR COMPLETION OF THE OFFERING<br />

Completion of the Offering is conditional upon (i) the approval of the Offering by the Board of the Company<br />

following the end of the Book-building Period/ Subscription Period; and (ii) the admission of the Shares on Oslo<br />

Børs or alternatively Oslo Axess (see Section 5.16 “Application for Listing”). There can be no assurance that<br />

these conditions will be satisfied.<br />

5.10 ALLOCATION OF OFFER SHARES<br />

The Offering will be divided into an Institutional Offering and a Retail Offering. The preliminary allocation of<br />

Offer Shares between the tranches is approximately 1-5 % for the Retail Offering and 95-99 % for the<br />

Institutional Offering. However, the final allocation between the tranches will be decided on following expiry of<br />

the Book-building Period/Subscription Period at the Company’s and the global coordinator, Carnegie’s, sole<br />

discretion. Such decision will be based i.a., on the level of orders/subscriptions in the respective tranches relative<br />

to the overall subscription level in the Offering. No Offer Shares have been reserved for any specific national<br />

market. No allocation will be made for a number of Offer Shares less than 100, which is expected to represent<br />

one Trading Lot.<br />

In the Institutional Offering, the Board will determine the allocation of Offer Shares after consultation with the<br />

Managers. An important aspect of the allocation principles is the desire to create an appropriate shareholder<br />

structure for the Company. The allocation principles will include, inter alia, customary allocation criteria such as<br />

timeliness of orders, subscribed amount, price aggressiveness in the Book-building Period, perceived investor<br />

quality, investors’ time horizon and the goal of establishing a strong, diversified shareholder structure. Priority<br />

may therefore be given to investors believed by the Board to be quality investors and contribute to such<br />

shareholder structure.<br />

In the Retail Offering, allocation will be made solely on a pro rata basis using the VPS automated standard<br />

allocation procedure. Smaller subscriptions may however be given a larger relative allotment than larger<br />

subscriptions, due to the minimum allocation of 100 shares (expected to be one Trading Lot). In the event that<br />

further reductions need to be made, the Company reserves the right to limit the total number of investors to<br />

whom Offer Shares will be allocated if it deems this to be necessary in order to keep the number of shareholders<br />

in the Company at an appropriate level. If the Company should decide to limit the total number of investors to<br />

whom Offer Shares will be allotted, the identity of the investors to whom Offer Shares will be allotted will be<br />

determined by drawing lots or applying similar mechanisms.<br />

The allotment of Offer Shares will take place after the expiry of the Book-building Period/Subscription Period<br />

on or about 24 May 2007. Allotment letters will be sent on or about 25 May 2007. General information on<br />

allotment in the Retail Offering will be published pursuant to Section 5.17 “Publication of information related to<br />

the Offering”. Investors who want to know their precise allotments from the morning of 25 May 2007 may<br />

contact the Managers. Those with access to investor services through their VPS account manager is expected to<br />

be able to check the number of Offer Shares that have been allotted to them from and including 30 May 2007.<br />

Upon an extension of the Book-building Period/Subscription Period, the indicated dates will be adjusted<br />

accordingly.<br />

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