Arrow Prospectus - PGS

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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING 11. SHARE CAPITAL AND SHAREHOLDER MATTERS 11.1 SHARE CAPITAL AND SHARES The Company’s authorised share capital is NOK 185,000,000 divided into 18,500,000 Shares each with a nominal value of NOK 10 per share, all fully paid and issued in accordance with Norwegian law. The Shares are registered in the Norwegian Central Securities Depository (“VPS”) register with ISIN NO 001 030 1161. The Company has one class of shares which carry equal rights in all respects and each Share carries one vote at the Company’ general meeting. 11.2 OUTSTANDING AUTHORISATIONS 11.2.1 Authorisation to issue Shares On 29 March 2007 the annual general meeting resolved to authorise the Board to increase the issued share capital of the Company by up to NOK 65,000,000 through issuance of up to 6,500,000 new Shares with a par value of NOK 10. The authorisation is valid until 31 May 2008 and replaces the authority given in the annual general meeting dated 11 May 2006 and may be used to fund the Company’s committed and planned investments in accordance with the Company’s strategy. The Board may decide to waive the shareholders preemptive rights. The authorisation is planned to be used in connection with the Offering as described in this Prospectus. 11.2.2 Authorisation to repurchase Shares The Board holds no authorisation to repurchase own Shares. 11.3 RIGHTS TO ACQUIRE SHARES The Company has not issued any convertible securities, exchangeable securities or securities with warrants giving any one the right to acquire Shares through utilisation of such rights other than described in this Prospectus. 11.4 HISTORICAL DEVELOPMENT IN SHARE CAPITAL AND NUMBER OF SHARES Arrow Seismic ASA was incorporated on 27 October 2005 as a wholly owned subsidiary of GC Rieber Shipping ASA with a authorised share capital of USD 9.6 million (NOK 65 million) divided into 10 million shares of par value USD 0.96 (NOK 6.50). An extraordinary General Meeting on 19 December 2005 approved to further increase the equity with USD 37.1 million (NOK 250 million) by way of increasing the authorised share capital with USD 5.2 million (NOK 35 million) increasing the par value of the 10 million shares from USD 0.96 (NOK 6.50) to USD 1.479 (NOK 10.00) and adding USD 31.9 million (NOK 215 million) to share premium reserve. After a private placement in February 2006 of net USD 50.3 million (NOK 303 million) to supply Arrow with the required equity to finance the investments in new buildings, the authorised share capital was increased by USD 14.7 million by the creation of 8.5 million ordinary shares at USD 1.595 (NOK 10.00) each. All increases in share capital referred to above has been paid for in cash. 81
ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING Year Type of change in share capital Change in issued share capital (NOK) Change in number of Shares Subscr. Price (NOK) Par value (NOK) Total issued share capital (NOK) Total number of issued Shares following change Oct-05 Establishment 65,000,000 10,000,000 6.5 6.5 65,000,000 10,000,000 Dec-05 Increase par value/share premium reserve 35,000,000 - - 10.00 100,000,000 10,000,000 Feb-06 Private Placement 85,000,000 8,500,000 35.65 10.00 185,000,000 185,000,000 11.5 OWNERSHIP STRUCTURE No. Shareholder No. of Shares Percentage (%) 1 GC Rieber Shipping ASA 10,000,000 54.05% 2 Odin Offshore 1,136,600 6.14% 3 Storebrand Livsforsikring AS 702,632 3.80% 4 A/S Odin 549,000 2.97% 5 DZ Bank International S.A 500,000 2.70% 6 Selvaag Invest A/S 456,700 2.47% 7 State Street Bank and Trust Co. 410,000 2.22% 8 Brown Brothers Harriman & Co 300,000 1.62% 9 Holberg Norden 211,000 1.14% 10 Norus AS 210,000 1.14% 11 Grieg Shipping II AS 205,500 1.11% 12 Tom Hagen Funds AS 185,000 1.00% 13 Holberg Norge 182,000 0.98% 14 Sundt AS 178,500 0.96% 15 Jansi AS 160,000 0.86% 16 State Street Bank and Trust Co. 150,000 0.81% 17 Grieg Athena AS 132,000 0.71% 18 Borea Noterte II AS 124,800 0.67% 19 NHO Arbeidsmiljøfond 117,000 0.63% 20 Griffin Umbrella Fund Plc 110,000 0.59% 20 largest shareholders 16,020,732 86.60% Others 2,479,268 13.40% Total 18,500,000 100% As of 9 May 2007, the Company had 152 shareholders in total, of which 136 were Norwegian and 16 were non- Norwegian. All Shares have equal rights and large shareholders of the Company have the same rights as all other shareholders. The following shareholders hold more than 5% of the issued share capital of the Company: Shareholder No. of Shares Percentage (%) GC Rieber Shipping ASA 10,000,000 54.05 % Odin Offshore 1,136,600 6.14 % The Company is not aware of any persons who directly or indirectly has an interest in the Company’s capital or voting rights which is notifiable under Norwegian law. For a further elaboration on when shareholdings are notifiable, reference is made to Section 12.2 “Disclosure obligations”. Further, the Company is not aware that the Company is controlled by any other than G.C Rieber Shipping ASA which owns 54.05% of the Company. No measures have been taken to ensure that such control is not abused. 82
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Prospectus Arrow Seismic ASA Offeri
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The contents of this Prospectus are
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7.2 OVERVIEW OF THE GLOBAL SEISMIC
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1. SUMMARY The following summary sh
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• Geopolitical risks - Changes in
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Summary of comparison of three mont
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Subscription Period: From and inclu
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1.11.5 Statements from experts refe
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Solheimsgt 13, PB 1114 Sentrum, N-5
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Arrow Prospectus - PGS

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