|[November 15, 2012]
Issuance by CGGVeritas of Bonds Convertible into and/or Exchangeable for New or Existing shares (OCEANEs)
PARIS --(Business Wire)--
CGGVeritas (ISIN: FR0000120164 - NYSE: CGV) launched on 13 November 2012
an issuance of bonds convertible into and/or exchangeable for new or
existing shares ("OCEANEs") due 1st January 2019 (the "Bonds").
The Joint Lead Managers and Joint Bookrunners of the issuance of the
Bonds have informed CGGVeritas that they are exercising in full the
over-allotment option granted to them.
As a result, the aggregate principal amount will be increased to
approximately €360 million.
Furthermore, one of the Joint Lead Managers and Joint Bookrunners, as
stabilising manager, has informed CGGVeritas that no stabilisation has
been carried out during the stabilisation period, which began on 13 November 2012
and ended today.
The expected date of issue and settlement and delivery of the Bonds is
20 November 2012.
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
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).
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 ave 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.
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
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
(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
(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
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.
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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