Arrow Prospectus - PGS

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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. _______________________ 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. 1
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each reader of this Prospectus should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. In the ordinary course of their respective businesses, the Managers and certain of their respective affiliates have engaged, and may continue to engage in, investment and commercial banking transactions with the Company and its subsidiaries. Without limiting the manner in which the Company may choose to make any public announcements, and subject to the Company’s obligations under applicable law, announcements relating to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system. 2
Page 1: Prospectus Arrow Seismic ASA Offeri
Page 5 and 6: 7.2 OVERVIEW OF THE GLOBAL SEISMIC
Page 7 and 8: 1. SUMMARY The following summary sh
Page 9 and 10: • Geopolitical risks - Changes in
Page 11 and 12: Summary of comparison of three mont
Page 13 and 14: Subscription Period: From and inclu
Page 15 and 16: 1.11.5 Statements from experts refe
Page 17 and 18: ARROW SEISMIC ASA - INITIAL PUBLIC
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ARROW SEISMIC ASA - INITIAL PUBLIC
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ARROW SEISMIC ASA - APPENDICES APPE
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Solheimsgt 13, PB 1114 Sentrum, N-5
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Arrow Prospectus - PGS

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