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Arrow Prospectus - PGS

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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING<br />

9. THE CAPITAL OF THE COMPANY<br />

9.1 CASH FLOWS<br />

9.1.1 Background<br />

<strong>Arrow</strong> will require capital to fund newbuildings, conversions, debt service and potential acquisitions. <strong>Arrow</strong><br />

anticipates that by taking into account generally expected market conditions, internally generated cash flow,<br />

funds raised from the Offering and borrowings under the bank facilities, the funds will be sufficient to fulfil the<br />

commitments referred to under section 9.6 “Investments”.<br />

It is the Company’s intention to fund its future capital requirements initially through borrowings under the<br />

Company’s bank facilities and to repay those borrowings from time to time with funds from operations. The<br />

Company believes that funds from operations, funds available under its bank facilities and funds from the<br />

Offering will be sufficient to support the Company’s growth strategy, which may, in addition to newbuildings<br />

and conversions, include the acquisition of existing vessels. The adequacy of available funds will depend on<br />

many factors, including the further growth of the business, capital expenditures, market development,<br />

competition and potential acquisitions. Accordingly, the Company may require additional funds and seek to raise<br />

such funds through issuing new equity and debt.<br />

<strong>Arrow</strong> aims to have a stable, long-term funding structure, which is based on mortgage loans to the vessel-owning<br />

companies backed by parent company guarantees, in order to secure competitive margins.<br />

The funding of the Company is described in detail in section 9.3 “Capitalisation and indebtedness”, section 9.4<br />

“Changes in capitalisation since 31 March 2007” and section 9.5 “Borrowings”.<br />

<strong>Arrow</strong> Seismic has since inception been in an investment phase and has during 2006 responded to a strong<br />

growth in the marine seismic market growing its fleet of vessels and new buildings from three to nine vessels,<br />

whereof four state-of-the-art high capacity new buildings due for delivery in 2008/09 and three cargo vessels<br />

planned converted into 2D/Source vessels in 2007/08, bringing the total investment programme to about USD<br />

600 million since incorporation.<br />

To supply <strong>Arrow</strong> with the equity required to finance the investment in the two first new buildings, <strong>Arrow</strong><br />

arranged a private offering of about USD 50 million in February 2006.<br />

Late 2005 the Group entered into an agreement for USD 170 million in long-term mortgage financing of the<br />

“Geo Atlantic” and the two first seismic new buildings due for delivery in 2008. In September 2006, the Group<br />

entered into an agreement for USD 13.5 million in long-term mortgage financing of the acquired vessel “CGG<br />

Laurentian”.<br />

By the end of the first half of 2007 the Group expects to sign agreements for the refinancing of the above<br />

mentioned facilities and long term financing of the last two new buildings expected for delivery in 2009 and the<br />

three cargo vessels planned for conversion to 2D/Source in 2007/2008.<br />

The Company has mid April issued a six month NOK 275 million commercial paper. The company expects to<br />

refinance the commercial paper partly through a share issue in combination with an IPO.<br />

Based on these funding activities, the Group will secure full financing of its newbuilding and conversion<br />

programme. The debt will be based on a long-term funding structure with an average duration of about 9 years<br />

which is based on mortgage loans to the vessel-owning companies backed by parent company guarantees from<br />

the Company. The lenders are reputable Norwegian and international shipping banks.<br />

Based on existing long term charter parties for “Geo Atlantic” and “CGG Laurentian”, the Company expects that<br />

it from Q1 2007 will have a solid cash flow from operating activities of about USD 15 million per year. This<br />

cash flow will be further improved from Q1 2008 when the company expects to take delivery of newbuild 532<br />

on a 3 year time charter.<br />

Finally, the Company expects to secure employment for vessels currently open for contract at rates which further<br />

will improve the operating cash flow.<br />

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