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Arrow Prospectus - PGS

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1. SUMMARY<br />

The following summary should be read as an introduction, and is qualified in its entirety, by the more detailed<br />

information and the Appendices appearing elsewhere in this <strong>Prospectus</strong>. Any decision to invest in the Shares<br />

should be based on a consideration of the <strong>Prospectus</strong> as a whole.<br />

In the event that a claim relating to the information contained in the <strong>Prospectus</strong> is brought before a court, the<br />

plaintiff Investor may have to bear the cost of translating the <strong>Prospectus</strong> before legal proceedings are initiated.<br />

Civil liability attaches to those persons who have tabled the summary including any translation thereof, and<br />

applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together<br />

with the other parts of the <strong>Prospectus</strong>.<br />

When used herein, “<strong>Arrow</strong> Seismic”, “<strong>Arrow</strong>”, the “Group” and the “Company” refer to <strong>Arrow</strong> Seismic ASA<br />

and its consolidated subsidiaries, unless the context otherwise requires. For the definitions of terms used<br />

throughout this <strong>Prospectus</strong>, see section 16 “Definitions and Glossary of Terms” of this <strong>Prospectus</strong>.<br />

1.1 INTRODUCTION TO ARROW<br />

<strong>Arrow</strong> Seismic ASA is a Norwegian Public Limited Company incorporated on 27 October 2005 with its head<br />

offices in Bergen, Norway. <strong>Arrow</strong> Seismic ASA is the parent company in a group consisting of seven UK<br />

companies. The business activities of <strong>Arrow</strong> represent a continuance of the seismic operation of its parent<br />

company GC Rieber Shipping ASA (“GC Rieber Shipping”), which has almost 40 years of experience within<br />

the seismic industry.<br />

<strong>Arrow</strong> develops, owns and operates advanced state-of-the-art vessels for the marine seismic industry. <strong>Arrow</strong><br />

presently owns and operates two multi streamer vessels and has purchased three vessels planned for conversion<br />

to 2D/Source vessels in 2007/2008. Further, <strong>Arrow</strong> has ordered four state-of-the-art high capacity seismic new<br />

buildings for delivery in 2008 and 2009, bringing total investments since incorporation to about USD 600<br />

million.<br />

<strong>Arrow</strong> has taken advantage of the strong momentum in the seismic market by way of entering into a firm<br />

contract with WesternGeco for the first state-of-the-art high capacity seismic new building to be delivered in Q1<br />

2008. The contract comprises a charter for the vessel for a fixed period of three years and a purchase agreement<br />

under which the ownership of the vessel will be transferred to WesternGeco upon expiry of the charter period.<br />

Furthermore, <strong>Arrow</strong> and WesternGeco are in the process of finalising a similar contract for the second new<br />

building to be delivered in Q4 2008. <strong>Arrow</strong> has also entered into a non-binding Letter of Intent with<br />

CGGVeritas for a firm 12 year bare boat charter for the third new building vessel estimated to be delivered in<br />

Q2 2009, whereupon the continuation will be regulated by a put/call option for the sale and purchase of the<br />

vessel. Currently, <strong>Arrow</strong> has two multi-streamer seismic vessels operating on contracts.<br />

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

<strong>Arrow</strong> arranged a private offering of approximately USD 50 million in February 2006, mainly towards<br />

Norwegian and international institutional investors.<br />

1.2 PURPOSE AND BACKGROUND OF THE LISTING<br />

The application for Listing of the Shares is an important element in the Company’s strategy. Through the<br />

Listing, the Company will be able to provide a regulated marketplace for trading of the Shares, involving<br />

continuous market pricing of, and liquidity in, the Shares. The Listing will facilitate the use of capital markets in<br />

order to effectively raise equity to support future growth thereunder enabling the Company to effectively use<br />

Shares as transaction currency in future acquisitions or mergers. In addition, the Company believes that the<br />

Listing will help to further strengthen <strong>Arrow</strong>’s profile in the markets in which it operates.<br />

1.3 THE LISTING<br />

The Company’s Shares are not currently listed on Oslo Børs or any other authorised market, but trade on the<br />

Norwegian OTC market under the ticker-code “ARRO”. The Company expects that the Board of Oslo Børs will<br />

resolve on 24 May 2007 to approve the Listing of the Shares of the Company. The first day of trading is<br />

expected to be on or about 30 May 2007 under the new ticker symbol “ARROW”.<br />

6

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