Arrow Prospectus - PGS
Arrow Prospectus - PGS
Arrow Prospectus - PGS
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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING<br />
5.11 PAYMENT FOR THE ALLOCATED OFFER SHARES<br />
In completing the Subscription Form, each subscriber in the Retail Offering authorises the Manager to debit the<br />
subscriber’s Norwegian bank account for the total amount due for the Offer Shares allocated. The subscriber’s<br />
account number must be stated on the Subscription Form. Debits will be made on or about 29 May 2007, and<br />
there must be sufficient funds in the stated bank account from and including 29 May 2007. The payment in<br />
respect of New Shares will be transferred to a blocked equity account of the Company, until the share capital<br />
increase pertaining to the New Shares have been registered in the Norwegian Register of Business Enterprises.<br />
The allocated Offer Shares are expected to be delivered against payment on or about 30 May 2007 for the<br />
Institutional Offering. Payment in the Retail Offering is on or about 29 May 2007 and delivery is on or about 30<br />
May 2007. There must be cover for the full amount on the specified bank account before it can be debited, i.e. on<br />
29 May 2007. Applicants who do not have a bank account in Norway must contact the Managers well ahead of<br />
the payment date in order to arrange for payment by other means as the Managers may instruct.<br />
Should subscribers have insufficient funds in their accounts or should payment be delayed for any reason, or if it<br />
is not possible to debit the accounts, penalty interest at a rate equal to the prevailing interest rate under the<br />
Norwegian Act on Interest on Overdue Payments of 17 December 1976 No. 100, per the date of this <strong>Prospectus</strong><br />
being 10.50% per annum, will be payable on the amount due. The Managers reserve the right to make up to three<br />
debits attempts within 14 June 2007 if there are insufficient funds on the account on the first debiting date.<br />
Should payment not be made after the three debiting attempts, the Offer Shares allocated will not be delivered<br />
physically to the subscriber, and the Managers reserves the right, at the risk and cost of the subscriber, to sell the<br />
allocated Offer Shares on such terms and in such a manner as the Managers may decide, in accordance with<br />
applicable law. The original subscriber remains liable for payment of the subscription price, together with any<br />
interest, costs, charges and expenses accrued, and the Managers may enforce payment for any such amount<br />
outstanding.<br />
5.12 PAYMENT GUARANTEE<br />
The Company has entered into an agreement with the Managers on 11 May 2007, whereby the Managers will<br />
guarantee for timely settlement of all of the Offer Shares (the “Payment Guarantee”). Each of the Managers will<br />
guarantee full payment for the Offer Shares issued through the Offering which have been subscribed through the<br />
relevant Manager, as the case may be. The Payment Guarantee is conditional upon no “force majeure” event<br />
having occurred on or before 28 May 2007 at 20.00 CET. The Managers are entitled to a guarantee commission<br />
of 0.225 per cent with respect to their payment for delayed or missing payments in the Offering.<br />
The following events shall constitute a “force majeure” event: (i) a banking moratorium declared in or<br />
suspension or material limitation in trading in securities on a principal stock exchange in Oslo, London or New<br />
York, (ii) a suspension or limitation in trading in the Company’s securities on any stock exchange or quotation<br />
system, (iii) a material adverse change in the Company’s business, financial condition or results of operations,<br />
(iv) the outbreak or escalation of hostilities or war or the declaration of a national emergency in Norway, the<br />
United States or the United Kingdom, or (v) the occurrence of any material adverse change in Norwegian or<br />
international financial, political or economic conditions.<br />
5.13 DELIVERY OF THE ALLOCATED OFFER SHARES<br />
Physical delivery of Offer Shares allotted in the Institutional Offering is expected to take place against payment<br />
on 30 May 2007.<br />
Offer Shares allotted in the Retail Offering are expected to be transferred to the investors’ VPS accounts on 30<br />
May 2007 against payment 29 May 2007.<br />
The New Shares are expected to be registered in the Norwegian Register of Business Enterprises on 29 May<br />
2007. The New Shares may not be traded before registration of the share capital increase in the Company. First<br />
day of trading is expected to be 30 May 2007. Applicants selling Offer Shares prior to physical delivery must<br />
ensure that payment for such Offer Shares is made prior to the payment date set out in section 5.11 above.<br />
Accordingly, an applicant who wishes to sell his Offer Shares before delivery must ensure that payment is made<br />
in order for such Offer Shares to be delivered in time to the purchaser. For any sale prior to registration and<br />
delivery, investors will in any event also need to ensure compliance with the Norwegian Securities Trading Act<br />
section 8-7.<br />
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