Regulatory News:
Compagnie Générale de Géophysique - Veritas (Paris: GA)
(NYSE:CGV) (CGGVeritas) announced on 24 September 2012 that it
had entered into an agreement with the Dutch group Fugro to acquire
the businesses of its Geoscience division (excluding multi-clients
library and OBN businesses) (the “Geoscience Division”) for
a price of 1.2 billion euros and establish a joint venture
specialising in ocean bottom seismic data acquisition (the
“Seabed Joint Venture”). To fund such acquisition,
CGGVeritas launches today a capital increase via an offering of
preferential subscription rights to existing shareholders for a
gross amount of approximately €414 million.1
The net proceeds of the issuance will be used to pay a portion
of the acquisition price for the Geoscience Division (the
“Acquisition”). The remainder of the Acquisition price will
be (i) paid by way of set-off of €225 million from Fugro
representing the excess value of CGGVeritas contribution to the
Seabed Joint Venture and (ii) paid with the proceeds of debt
financing, in the form of convertible or non-convertible bond
issuances and/or bank loans (CGGVeritas benefits from a bridge
credit facility commitment of up to €700 million).
The completion of the Acquisition is subject to certain
customary conditions precedent for this type of transaction, in
particular the approval of competition authorities, and the signing
of the agreement establishing the Seabed Joint Venture.
If the Acquisition is not achieved, in particular if the
relevant conditions precedent are not satisfied, the net proceeds
of the issue will be allocated to the repayment of the Group’s
existing debt.
Commenting on this transaction, Mr. Jean-Georges Malcor, Chief
Executive Officer, noted: “The acquisition of Fugro’s Geosciences
Division and the establishment of long-term strategic partnerships
with Fugro will allow us to occupy a leading position in the
Geosciences market while simultaneously reinforcing our core
activities. With a more resilient position and an integrated
offering of high quality products and services, we will accelerate
profitable growth and thereby create shareholder value. I am
pleased to have the support of our principal shareholder, the Fonds
Stratégique d’Investissement, in cooperation with IFPEN, in
connection with this transaction, as it confirmed today its
participation in the capital increase”.
Each shareholder of CGGVeritas will receive one preferential
subscription right for every share it holds as of the close of
trading on 27 September 2012. The subscription price for the new
shares has been set at 17 euros per share (nominal value of €0.40
and issue premium of €16.60) on the basis of 4 new shares for 25
existing shares. The subscription price represents a 33.07%
discount to the closing price of the Company’s shares on
25 September 2012 and a 29.87% discount to the
theoretical ex-right price (TERP).
The Fonds Stratégique d’Investissement, which holds 6.49% of
CGGVeritas’ share capital, has undertaken to subscribe to this
share capital increase, on an irreducible basis, for (i) all of the
preferential subscription attached to its shares and (ii) all of
the preferential subscription rights from IFP Energies Nouvelles,
that the Fonds Stratégique d’Investissement is committed to
acquire.
IFP Energies Nouvelles, which holds 4.18% of the CGGVeritas’
share capital, has indicated to CGGVeritas its intention not to
subscribe to the capital increase. However, IFP Energies Nouvelles
is committed to sell to the Fonds Stratégique d’Investissement,
with which it is acting in concert, all of the subscription rights
it is entitled to.
The subscription period for the new shares will run from
28 September 2012 to the close of trading on
12 October 2012. During this period, the preferential
subscription rights will be listed and traded on the regulated
market of NYSE Euronext in Paris. The Record Date to be entitled to
the preferential subscription rights is 27 September 2012.
Settlement and delivery and start of trading on Euronext Paris
(Segment A) of the new shares will take place on 23
October 2012. The new shares, which will carry dividend rights
as of 1 January 2012 and will entitle their holders to
any dividends declared by the Company from the date of issue, will
be fully fungible with the Company’s existing shares and will be
traded under the same ISIN code as the Company’s existing
shares.
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 Euronext Paris (ISIN: 0000120164)
and the New York Stock Exchange (in the form of American Depositary
Shares, NYSE: CGV).
Disclaimer
A French language prospectus including (i) the reference
document (document de référence) of CGGVeritas filed with the
Autorité des marchés financiers (AMF) on 20 April 2012 under no.
D.12-0379, (ii) the update of the reference document filed with the
AMF on 25 September 2012 and (iii) a securities notes (note
d’opération) (which includes the summary of the prospectus) filed
with the AMF on 25 September 2012 under n°12-462 is available free
of charge from CGGVeritas (Tour Maine Montparnasse, 33 avenue du
Maine, 75015 Paris) as well as on the websites of the AMF
(www.amf-france.org) and the company (www.cggveritas.com).
CGGVeritas draws attention to the risk factors included in pages
54 to 74 of the reference document, pages 34 to 39 of the update of
the reference document and in chapter 2 of the securities note
(note d’opération).
This press release and the information contained herein do not
constitute either an offer to sell or the solicitation of an offer
to purchase the CGGVeritas securities.
European Economic Area
The offer is open to the public in France.
With respect to each Member State of the European Economic Area
other than France which has implemented the Prospectus Directive
(the “Member State”), no action has been undertaken or will
be undertaken to make an offer to the public of securities
requiring a publication of a prospectus in any Member State. As a
result, the preferential subscription rights, the new shares or
other securities of CGGVeritas may only be offered in Member
States:
(a) to any legal entity which is a qualified investor as defined
in the Prospectus Directive; or
(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 provision (i) the expression an
“offer of securities to the public” in relation to any
securities in any Relevant Member State which has implemented the
Prospectus Directive (as defined below) means the communication in
any form and by any means of sufficient information on the terms of
the offer and the securities to be offered so as to enable an
investor to decide to purchase or subscribe the securities, as the
same may be varied in that Member State by any measure implementing
the Prospectus Directive 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.
United Kingdom
This document does not contain or constitute an invitation,
inducement or solicitation to invest. This press release is
directed only at and is for distribution only to persons who (i)
are outside the United Kingdom, (ii) are “investment professionals”
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the
“Order”), (iii) are persons falling within Article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations etc.”) of
the Order or (iv) are other persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
the Financial Services and Markets Act 2000) in connection with the
issue or sale of any shares may otherwise lawfully be communicated
or caused to be communicated (all such persons in (i), (ii), (iii)
and (iv) together being referred to as “Relevant
Persons”).
This press release is directed only at Relevant Persons and must
not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this press
release relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
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 Financial Services and Markets Act 2000.
United States
This document does not constitute an offer to sell, or a
solicitation of offers to purchase or subscribe for, securities in
the United States. 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 absent
registration or an applicable exemption from registration
requirements. This notice is issued pursuant to Rule 135(c) of the
Securities Act of 1933, as amended. CGGVeritas does not intend to
register any portion of the proposed offering in the United States
or to conduct a public offering in the United States.
Canada, Australia and Japan
The new shares and the preferential subscription rights may not
be offered, sold or purchased in Canada (subject to certain
exceptions,) Australia or Japan.
Forward-looking statements
This press release includes information about the objectives of
the Group and forward-looking statements, in particular, relating
to the acquisition of Fugro’s Geoscience division. These statements
are sometimes identified by the use of the future tense or
conditional mood, as well as terms such as “estimate”, “believe”,
“have the objective of”, “intend to”, “expect”, “result in”,
“should” and other similar expressions. It should be noted that the
realisation of these objectives and forward-looking statements is
dependent on the circumstances and facts that arise in the future.
Forward-looking statements and information about objectives may be
affected by known and unknown risks, uncertainties and other
factors that may significantly alter the future results,
performance and accomplishments planned or expected by the Company.
These factors may include changes in the economic and commercial
situation, regulations and the factors described in CGGVeritas's
annual report on Form 20-F for the financial year ended 31 December
2011 filed with the Securities and Exchange Commission (the “SEC”)
on 20 April 2012 and the report on Form 6K filed with the SEC on 25
September 2012, and which may be obtained on the websites of the
SEC (www.sec.gov) and CGGVeritas (www.cggveritas.com).
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 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.
The Joint Bookrunners are acting exclusively for CGGVeritas and
no one else in connection with the offering. They will not regard
any other person (whether or not a recipient of this press release)
as their client in relation to the offering of the rights and the
new ordinary shares. The Joint Bookrunners will not be responsible
to anyone other than CGGVeritas for providing the protections
afforded to their respective clients nor for giving advice in
relation to the offering or any transaction or arrangement referred
to in the offering documents.
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 Euronext Paris (ISIN: 0000120164)
and the New York Stock Exchange (in the form of American Depositary
Shares, NYSE: CGV).
1 The number of shares to be issued and the gross amount of the
offering could be increased as a result of the exercise of
currently exercisable stock options and the conversion of 2016
convertible bonds.
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