Arrow Prospectus - PGS

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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING The Company is in compliance with the recommendations of the Corporate Governance Code with the exception of Section 7 concerning independent election and compensation committee. In the opinion of the Company the size of the organization and status of operations leads to a conclusion that such committee currently is not necessary for the Company. Further, the Company has not prepared guidelines for remuneration of leading personnel (section 12 of the Code) as the Company currently has no employees. 87
ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING 12. SECURITIES TRADING IN NORWAY 12.1 INTRODUCTION The Company has applied for the admission of all the Shares to Listing. Upon Listing, the Company will be subject to Norwegian securities regulations and supervision by the relevant Norwegian authorities. 12.2 DISCLOSURE OBLIGATIONS A person, entity or group acting in concert that acquires shares, options for shares or other rights to shares resulting in its beneficial ownership, directly or indirectly, in the aggregate meeting or exceeding the respective thresholds of 1/20, 1/10, 1/5, 1/3, 1/2, 2/3 or 9/10 of the share capital or the voting rights in the Company has an obligation under Norwegian law to notify Oslo Børs immediately. The same applies to disposal of shares (but not options or other rights to shares) resulting in a beneficial ownership, directly or indirectly, in the aggregate meeting or falling below said thresholds. New disclosure regulations has been proposed but not resolved by the Norwegian legislators. According to the proposal the obligation to notify Oslo Børs shall also apply when passing the threshold of 15 % and 25 %. In addition to certain other proposed amendments to the current regulations, it is also proposed that the obligation to notify Oslo Børs shall apply when “passing” the thresholds, even if such “passing” is not a consequence of an acquisition or a disposal. It is also proposed that The timing of implementation of the new legislation is currently uncertain. 12.3 INSIDER TRADING According to Norwegian law subscription for, purchase, sale or exchange of shares which are quoted, or incitement to such dispositions, must not be undertaken by anyone who has precise information about the financial instruments, the company or other matters which are suited to influence the price of the financial instruments or related financial instruments noticeably, and which are not publicly available or commonly known in the market. The same applies to entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights connected with such shares or incitement to such disposition. 12.4 MANDATORY OFFER REQUIREMENT Norwegian law requires any person, entity or group acting in concert that acquires more than 40% of the voting rights of a Norwegian company listed on Oslo Børs to make an unconditional general offer for the purchase of the remaining Shares in the Company. Please refer to section 11.6.10 for further information. 88
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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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