Arrow Prospectus - PGS
Arrow Prospectus - PGS
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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