Regulatory News:
CGGVeritas (ISIN: FR0000120164 – NYSE: CGV) (Paris:GA) launched
today an offering of bonds convertible into and/or exchangeable for
new or existing shares (“OCEANEs”) due 1st January 2019
(the “Bonds”) in an initial nominal amount of approximately
€315 million, which may be increased up to a maximum nominal amount
of approximately €350 million in the event of the full exercise of
the over-allotment option of 14 % granted to the Joint Lead
Managers and Joint Bookrunners, exercisable no later than 16
November 2012.
The net proceeds of the issuance will be used to finance a
portion of the €1.2 billion acquisition price for Fugro’s
Geoscience Division under the Sale and Purchase Agreement dated 24
September 2012 (the "Acquisition"), together with (i) the
net proceeds of approximately €400 million from a share capital
increase realised on 23 October 2012, (ii) a €225 million set-off
with Fugro (in the context of the establishment of the Seabed Joint
Venture) and (iii) a bridge credit facility of €700 million (less
the net proceeds of the Bonds) that will be made available to the
Company to finance the balance of the acquisition price.
The Acquisition remains subject to customary conditions
precedent, including the approval of the competition authorities,
consultation with works councils and the creation of the Seabed
Joint Venture. At this stage, the proposed acquisition has been
notified to competition authorities in the United Kingdom and in
Australia and will soon be notified to competition authorities in
Norway and Turkey. At the date hereof, consultations with works
councils are underway and the Seabed Joint Venture agreement is
being negotiated.
If the Acquisition is not completed, particularly if the
conditions precedent are not met, the net proceeds of the offering
will be used to repay certain US dollar denominated bonds
previously issued by the Company, which would reduce the Group’s
interest payments and lengthen the average maturity of its debt,
and may also be used to buy back shares in order to limit dilution
related to the issuance of the Bonds.The Bonds have only been
offered by way of a private placement in France and outside France
(but not in the United States of America, Canada, Australia or
Japan) to persons referred to in Article L. 411-2-II of the French
monetary and financial code (Code monétaire et financier), without
a public offering in any country (including France).
The Bonds’ nominal value has been set at €32.14 per Bond,
representing an issue premium of 40 % over CGGVeritas’
reference share price1 on the regulated market of NYSE Euronext in
Paris (“Euronext Paris”).
The Bonds will bear interest at an annual nominal rate of
1.25 %, payable semi-annually in arrear on 1st January and 1st
July of each year (or on the following business day if either of
these two dates is not a business day). The first interest payment,
to be made on 1st July 2013 (or on the following business day
if such date is not a business day), will cover the period from 20
November 2012, the issue date of the Bonds, to 30 June 2013,
inclusive, and will be calculated prorata temporis. The Bonds will
be issued at par on 20 November 2012, the expected settlement date
of the Bonds, and redeemed at par on 1st January 2019. The Bonds
will entitle their holders to receive new and/or existing
CGGVeritas shares at a ratio of one share per one Bond, subject to
adjustments. Under certain conditions, the Bonds may be redeemed
prior to maturity at the option of CGGVeritas.
The Fonds Stratégique d’Investissement, which holds 7.53 %
of the share capital of the Company, and IFP Energies Nouvelles,
which holds 3.60 % of the share capital of the Company, have
expressed their intention not to participate to the offering.
The French Autorité des marchés financiers (the “AMF”)
granted visa n° 12-542 dated 13 November 2012 on the
prospectus to list the Bonds on Euronext Paris.
About CGGVeritas
CGGVeritas (www.cggveritas.com) is a leading international
pure-play geophysical company delivering a wide range of
technologies, services and equipment through Sercel, to its broad
base of customers mainly throughout the global oil and gas
industry.
CGGVeritas is listed on the regulated market of NYSE Euronext in
Paris (ISIN: 0000120164) and the New York Stock Exchange (in the
form of American Depositary Shares, NYSE: CGV).
1 The reference share price is equal to the volume-weighted
average share price of the Company’s shares recorded on Euronext
Paris from the opening of trading on 13 November 2012 until the
determination of the final terms and conditions of the Bonds.
***
IMPORTANT NOTICE
This press release and the information contained herein do not
constitute an offer to subscribe a purchase bonds convertible into
new shares and/or exchangeable for existing shares (the “Bonds”),
or any other securities, issued by CGGVeritas.
A prospectus (the “Prospectus”), consisting of the
Company's reference document filed with the Autorité des Marchés
Financiers (“AMF”) on 20 April 2012 under number D.12-0379
(the "Document de Référence"), the reference document
updates filed with the AMF on 25 September 2012 under number
D.12-0379-A01 and on 12 November 2012 under number D.12-0379-A02, a
securities note and a Prospectus summary (included in the
securities note), was approved by the AMF under visa n°12-542 on 13
November 2012. Copies of the Prospectus are available at the
registered office of the Company, on the website of the Company
(www.cggveritas.com) and on the website of the AMF
(www.amf-france.org).CGGVeritas draws investors’ attention to the
risk factors describing the Company, its industry and the
Acquisition, included in chapter 3 of the Document de Référence and
its updates, and section 2 of the securities note.
This press release is not an offer to the public, an offer to
subscribe or designed to solicit interest for purposes of an offer
to the public in any jurisdiction, including France.
The Bonds have only been offered by way of a private placement
in France and outside France (but not in the United States of
America, Canada, Australia or Japan) to persons referred to in
Article L. 411-2-II of the French monetary and financial code (Code
monétaire et financier), without a public offering in any country
(including France). The AMF granted visa n° 12-542 dated 13
November 2012 on the prospectus to list the Bonds on Euronext
Paris.
European Economic Area
With respect to the Member States of the European Economic Area
which have implemented the Prospectus Directive (the “Relevant
Member States”), no action has been undertaken or will be
undertaken to make an offer to the public of the Bonds requiring a
publication of a prospectus in any Relevant Member State. As a
result, the Bonds may only be offered in Relevant Member
States:
(a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has
implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive); or
(c) in any other circumstances falling within Article 3(2) of
the Prospectus Directive.
For the purposes of this paragraph, (i) the expression “offer
to the public of Bonds” in relation to any Bond in any Relevant
Member States, means any communication, to individuals or legal
entities, in any form and by any means, of sufficient information
on the terms and conditions of the offering and on the Bonds to be
offered, thereby enabling an investor to decide to purchase or
subscribe for the Bonds, as the same may be varied in that Member
State, (ii) the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in
the Relevant Member State and (iii) the expression “2010 PD
Amending Directive” means Directive 2010/73/EU.
These selling restrictions with respect to Member States apply
in addition to any other selling restrictions which may be
applicable in the Member States who have implemented the Prospectus
Directive.
France
The Bonds have not been and will not be offered or sold or cause
to be offered or sold, directly or indirectly, to the public in
France. Any offers or sales of the Bonds and distributions of any
offering material relating to the Bonds have been and will be made
in France only to (a) persons providing investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) acting for their own account, as defined
in, and in accordance with, Articles L.411-1, L. 411-2 and D.411-1
of the French Code monétaire et financier.
United Kingdom
This press release is addressed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Order”), (iii)
to people designated by Article 49(2) (a) to (d) of the Order or
(iv) to any other person to whom this press release could be
addressed pursuant to applicable law (the persons mentioned in
paragraphs (i), (ii), (iii) and (iv) all deemed relevant persons
(“Relevant Persons”). The Bonds and, if applicable, the
shares of CGGVeritas to be delivered upon exercise of the
conversion rights (the “Financial Instruments”) are intended
only for Relevant Persons and any invitation, offer of contract
related to the subscription, tender, or acquisition of the
Financial Instruments may be addressed and/or concluded only with
Relevant Persons. All persons other than Relevant Persons must
abstain from using or relying on this document and all information
contained therein.
This press release is not a prospectus which has been approved
by the Financial Services Authority or any other United Kingdom
regulatory authority for the purposes of Section 85 of the
Order.
Each institution in charge of the placement has represented and
agreed that:
(i) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated invitations or
inducements to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000),
received by it in connection with the Bonds, in circumstances in
which Section 21(1) of the Financial Services and Markets Act 2000
does not apply to the issuer; and
(ii) it has complied and will comply with all applicable
provisions of the Financial Services and Market Act 2000 with
respect to anything that it has done or will do in relation to the
Bonds in the United Kingdom, from the United Kingdom or otherwise
involving the United Kingdom.
United States of America
This announcement does not constitute or form part of any offer
to sell, or a solicitation of offers to purchase or subscribe for,
securities in the United States of America. The securities referred
to herein have not been, and will not be, registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States of America to U.S. persons, or for the account
or benefit of U.S. persons absent registration or an applicable
exemption from registration requirements. The issuer does not
intend to register any portion of the proposed offering in the
United States of America and no public offering will be made in the
United States of America. This notice is issued pursuant to Rule
135(c) of the Securities Act of 1933, as amended.
Canada, Australia and Japan
The Bonds have not been and will not be offered, sold or
purchased in Canada, Australia or Japan.
The information contained in this press release does not
constitute an offer of securities for sale in Canada, Australia or
Japan.
In accordance with the terms of the underwriting agreement to be
entered into between CGGVeritas and the Managers, one of the
Managers, acting as stabilizing manager (or any other institution
acting on its behalf) will have the ability, but not the obligation
as from the moment on which the final terms of this transaction
become public, i.e., on 13 November 2012, to intervene so as to
stabilize the market for the Bonds and/or possibly the CGGVeritas’s
shares in accordance with applicable laws and regulations, and in
particular Regulation (EC) no. 2273/2003 of the Commission dated 22
December 2003. Such interventions may be interrupted at any time,
if any, but at the latest on 16 November 2012 in accordance with
article 8.5 of Regulation (EC) no. 2273/2003 of the commission
dated 22 December 2003. Such interventions may stabilize the price
of the CGGVeritas’s shares and of the Bonds. Such interventions may
also affect the price of the CGGVeritas’s shares and of the Bonds
and could result in such prices being higher than those that might
otherwise prevail.
This press release has been issued by and is the sole
responsibility of CGGVeritas. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Joint Lead Managers and Joint Bookrunners or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this press release or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any responsibility or
liability therefor whether arising in tort, contract or otherwise
is expressly disclaimed.
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