Arrow Prospectus - PGS

More documents

Recommendations

Info

ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING respect to which it has investment discretion and has the full authority to make these representations, warranties and agreements; (b) (c) the purchaser understands that the Offer Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Offer Shares have not been, and will not be, registered under the Securities Act and therefore are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and that (i) Offer Shares may be offered, resold, pledged or otherwise transferred only (a) to a person that it and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (b) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S, or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case (a) through (c) in accordance with all applicable U.S. federal and state securities laws, and that (ii) the purchaser will, and each subsequent holder is required to, notify any purchaser of such Offer Shares from it of the transfer restrictions referred to in (i) above, and the purchaser acknowledges that no representation has been made as to the availability of the exemption provided by Rule 144 under the Securities Act for the resale of the Offer Shares; the Shares (to the extent they are in certificated form), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect: THESE SHARES (OR ANY PREDECESSORS THERETO) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THESE SHARES IS HEREBY NOTIFIED THAT THE SELLER OF THESE SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THESE SHARES AGREES FOR THE BENEFIT OF THE COMPANY THAT (I) THESE SHARES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON WHO THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (B) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE (A) THROUGH (C) IN ACCORDANCE WITH ALL APPLICABLE U.S. FEDERAL AND STATE SECURITIES LAWS , AND (II) THE PURCHASER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF SUCH SHARES FROM IT OF THE TRANSFER RESTRICTIONS REFERRED TO IN (I) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF THIS SECURITY; (d) (e) the purchaser of the Shares shall not deposit the Shares into any unrestricted depositary facility established or maintained by a depositary bank, unless and until such time as such Shares are no longer “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act; and the purchaser acknowledges that it will be required to execute and deliver to Arrow or its designee an Investor Representation Letter in the form delivered simultaneously with this Prospectus and that Arrow, the Managers, their affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements and those contained in the Investor Representation Letter in order to comply with U.S. and other securities laws. 33
ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING Prospective purchasers 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. Non-U.S. Purchasers Each purchaser of Offer Shares offered and sold in reliance on Regulation S will, by accepting delivery of this Prospectus and the Offer Shares, be deemed to have represented, warranted, acknowledged and agreed as follows (terms used in this paragraph that are defined in Regulation S are used herein as defined therein): (a) (b) (c) the purchaser (i) is, and the person, if any, for whose account it is acquiring such Offer Shares is, outside the United States and is not a U.S. person, and (ii) is acquiring the Offer Shares in an offshore transaction meeting the requirements of Regulation S; the purchaser is aware that the Offer Shares have not been and will not be registered under the Securities Act and are being distributed and offered outside the United States in reliance on Regulation S; the purchaser is not an affiliate of Arrow or purchasing on behalf of an affiliate of Arrow; and d) the purchaser acknowledges that Arrow, the Managers, their affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements in order to comply with U.S. and other securities laws. Available Information Neither the Company nor any of its subsidiaries is required to file periodic reports under Section 13 or 15 of the U.S. Securities Exchange Act, as amended. For so long as any of the Offered Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, if at any time Arrow is neither subject to the reporting requirements of Section 13 or 15 of the Exchange Act, nor exempt from the reporting requirements of the Exchange Act pursuant to Rule 12g3-2(b) thereunder, Arrow will provide upon request to the holders of the Offered Shares and to each prospective purchaser designated by any such holder, information required by Rule 144A(d)(4) to facilitate resale of the Offered Shares pursuant to Rule 144A under the Securities Act. 34
Page 1 and 2: Prospectus Arrow Seismic ASA Offeri
Page 3 and 4: The contents of this Prospectus are
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
Page 33: ARROW SEISMIC ASA - INITIAL PUBLIC
Page 85 and 86:
ARROW SEISMIC ASA - INITIAL PUBLIC
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
ARROW SEISMIC ASA - APPENDICES APPE
Page 105 and 106:
Page 107 and 108:
ARROW SEISMIC ASA - APPENDICES 106
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165:
Solheimsgt 13, PB 1114 Sentrum, N-5
show all

Arrow Prospectus - PGS

Create successful ePaper yourself

Delete template?

Save as template?