Arrow Prospectus - PGS

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.
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