Arrow Prospectus - PGS

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ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax authority including all beneficial owners that are subject to withholding tax at a reduced rate. Foreign shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. If a Foreign corporate shareholder is carrying on business activities in Norway and the relevant shares are effectively connected with such activities, the shareholder will be subject to the same taxation as a Norwegian corporate shareholder, as described above. 13.2.2 Capital gains tax Foreign personal shareholders Gains from the sale or other disposal of shares by a Foreign shareholder will not be subject to taxation in Norway unless the Foreign shareholder (i) holds the shares in connection with the conduct of a trade or business in Norway or (ii) has been a tax resident of Norway within the five calendar years preceding the year of the sale or disposition (and whose gains are not exempt pursuant to the provisions of an applicable income tax treaty). Foreign corporate shareholders Capital gains derived by the sale or other realisation of shares by Foreign corporate shareholders are not subject to taxation in Norway. 13.2.3 Net Wealth Tax Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Foreign personal shareholders can however be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway. 13.3 DUTIES ON THE TRANSFER OF SHARES No stamp or similar duties are currently imposed in Norway on the transfer of shares whether on acquisition or disposal. 13.4 INHERITANCE TAX Upon transfer of shares by way of inheritance or gift, the transfer may be subject to Norwegian inheritance or gift tax. The basis for the computation is the market value at the time the transfer takes place. The rate is progressive from 0 to 30 percent. For inheritance and gifts from parents to children, the maximum rate is 20 percent. However, such transfer is not subject to Norwegian tax if the donor/deceased was neither a national nor resident of Norway for tax purposes. 91
ARROW SEISMIC ASA – INITIAL PUBLIC OFFERING 14. LEGAL MATTERS 14.1 DISPUTES Arrow is involved in a dispute in connection with the conversion of Geo Atlantic (ex Polar King) at Drammen Skipsreparasjon AS (“DSR”). Geo Atlantic was severely delayed and the conversion contract was cancelled by Arrow in the autumn of 2006. DSR disputed Arrow’s right to cancel the conversion contract and tried to prevent Geo Atlantic from leaving the yard. Arrow had to bring the matter to court in order to allow Geo Atlantic to sail. The Company was successful and awarded costs. However DSR was entitled to a guarantee for its alleged outstanding against Arrow and arbitration proceedings has been initiated against Arrow in Norway. The claim is about NOK 38.4 million. Arrow is disputing the claim, and is represented by Wikborg, Rein who is presently working on the points of defence. Arrow has raised a counterclaim of about NOK 13.5 million for the extra costs incurred by Arrow as a consequence of the breach of contract by DSR, as Geo Atlantic had to be taken over in an unfinished condition, and the work was finished at Gøtaverken in Sweden. The hearing in the arbitration will take place in June 2007. 14.2 MATERIAL CONTRACTS 14.2.1 Acquisition of new buildings 532, 533, 534, and 535 ASI II has entered into a Spanish tax lease structure for the construction and acquisition of newbuilding 532. ASI III, ASI V, and ASI VI have entered into similar structures for newbuildings 533, 534, and 535, respectively. The tax lease structures for newbuildings 532 and 533 are arranged by Banco Santander. The tax lease structure for newbuilding 534 is arranged by Banco Pastor. The tax lease structure for newbuilding 535 is arranged by Banco Popular. The tax lease structures are hereafter commonly referred to as the “Structure”. A brief overview of the Structure is provided below. Arrow has the following ships under construction as per agreements with the Spanish yard Factorias Vulcano S.A and their subsidiary Factorias Juliana S.A.U: Newbuild 532 Contract price EUR 75.0 million Paid as of 31 December 2006 USD 18.2 million Agreed financing USD 56.8 million Contractual delivery February 2008 Arrow will bareboat charter and after the expiry of the charter period own Newbuild 532 through the subsidiary ASI II. The book value as of 31 December 2006 is USD 18.2 million. Newbuild 533 Contract price EUR 75.0 million Paid as of 31 December 2006 USD 10.4 million Agreed financing USD 56.4 million Contractual delivery November 2008 Arrow will bareboat charter and after the expiry of the charter period own Newbuild 533 through the subsidiary ASI III. The book value as of 31 December 2006 is USD 10.4 million. Newbuild 534 Contract price EUR 76.3 million Paid as of 31 December 2006 USD 0 Estimated financing USD 65 million Contractual delivery April 2009 Arrow will bareboat charter and after the expiry of the charter period own Newbuild 534 through the subsidiary ASI V. 92
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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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