Arrow Prospectus - PGS

As long as the Company’s Shares are listed on Oslo Børs (or Oslo Axess), all ordinary Shares issued by the
Company will automatically be listed on Oslo Børs (or Oslo Axess) as soon as the relevant share capital
increase has been registered with the Norwegian Register of Business Enterprises and such Shares have been
registered on the subscriber’s VPS accounts and, if required, a prospectus for the listing of such Shares has been
approved by Oslo Børs.
1.4 SUMMARY OF RISK FACTORS
A number of risk factors may adversely affect the Company. Below is a brief summary of some of the most
relevant risk factors described in Section 2 “Risk factors”.
• Environmental risks – Changes in environmental laws may put new burdens on the Company.
• Market risks – Decreases in oil and gas prices, E&P spending and the supply of seismic vessels may
affect the demand for seismic services.
• Limited operating history – The Company was formally established in October 2005 and has financial
information for a limited period of time upon which prospective investors can evaluate the Company’s
future performance. However, the activity of the Company represent a continuation of GC Rieber
Shipping’s seismic operation as further described in section 6.3.
• Operational risks – The Company’s assets are concentrated in one single industry.
• Newbuildings and conversion risk – Delays and cost overruns related to newbuilding projects and
conversion projects may occur.
• Sub-contractors – The Company could become liable for sub-contractors’ failure to deliver key
materials, components, services, etc.
• Competition – The seismic industry is highly competitive.
• Redeployment risks – There is uncertainty attached to whether options will be exercised and contracts
extended.
• Exchange rate risks – The Company’s business has USD as its primary functional currency. The
Company is exposed to expenses incurred in currencies other than USD, such as NOK and EUR.
• Credit risk – The financial position of the Company’s major partners may materially change during the
contract period.
• Contractual risk – The Company is party to contracts under which certain conditions have to be met in
order for the contracts to become effective between the parties thereto. Thus, the eventuality of nonfulfilment
of such conditions represents a risk factor for the Company.
• Purchase agreements and purchase options – The use of purchase agreements and purchase options
may result in decreased revenue and cash flows for the Company from having fewer vessels operating
in its fleet.
• Management and supervision – Arrow is dependent on GC Rieber Shipping’s performance as
management company for the Company’s fleet.
• Financial resources – Cash flow from operations may not be sufficient to fund ongoing activities and
implement the Company’s business plan.
• Access to personnel – The Company may need to attract personnel to expand its business and execute
strategy.
• Tax risk – The Company is exposed to risk regarding application of tax regulations as well as possible
changes in tax regulations in the regions in which the Company carries out its business.
• The UK tonnage tax regime is currently being reviewed. It is possible that certain vessels will be
excluded from the regime in the future depending on the outcome of the review. It is not possible to
conclude whether seismic vessels will be amongst those types of vessels specifically excluded.
• Spanish tax lease – The Company is exposed to risk regarding contractual performance of certain
Spanish tax lease arrangements, as well as possible changes in the Spanish tax lease regulations.
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