Arrow Prospectus - PGS
Arrow Prospectus - PGS
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 />
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