Opening of Placement Period for subscription
commitments in respect of a proposed issuance of $375 million of
new six-year floating rate / 8.5% PIK second lien senior notes with
warrants to Eligible Holders of existing Senior Notes
Paris, France - June 27, 2017
On June 14, 2017, CGG SA ("CGG" or the
"Company") announced that, following the execution of a
lock-up agreement (the "LUA") with certain of its financial
creditors and a restructuring support agreement with one of its
significant shareholders, both in support of a comprehensive
financial restructing plan (the "Financial Restructuring"),
it and certain of its subsidiaries had commenced certain legal
proceedings to implement the Financial Restructuring, including the
opening of a safeguard proceeding in France, a Chapter 15 filing in
the U.S. and the commencement by certain of its subsidiaries of
Chapter 11 cases in the U.S.
The Financial Restructuring includes the
Company's plan to raise up to $500 million of new money
investments, including a $375 million issue of new second lien
senior notes (inclusive of a euro tranche of up to $100 million
equivalent) with (i) a cash interest at a rate of LIBOR for the
dollar tranche and EURIBOR for the euro tranche (subject to a floor
of 1%) + 4% per annum and a payment-in-kind ("PIK") interest
at a rate of 8.5% per annum, (ii) a six-year tenor (the "New
Money Second Lien Notes") and (iii) penny warrants giving the
possibility to subscribe for new shares representing 16% of the
share capital of the Company[1], at a price of €0.01 per new
share[2] (the "Warrants" and, together with the New Money
Second Lien Notes, the "Securities"), to be subscribed by
Eligible Holders of Senior Notes (each as defined below) under the
terms of a private placement agreement dated June 26, 2017 (the
"PPA").
CGG, certain of its subsidiaries, and the
members of the ad hoc committee of the holders of the Senior Notes
(the "Committee") entered into the PPA on June 26, 2017,
following authorization by the judge overseeing the safeguard
proceeding on June 23 of CGG's execution of the PPA. In the PPA,
the members of the Committee committed (i) to subscribe for their
Pro Rata Portion and (ii) to backstop any of the Securities whose
subscription is not committed during the Placement Period, as
defined and described below[3].
CGG announces the opening on Tuesday, June 27,
2017 of the Placement Period (as defined below) for the
Subscription Commitment (as defined below) in respect of the
Securities. Eligible Holders of Senior Notes may commit to
subscribe (the "Subscription Commitment") for their pro rata
portion of the Securities, calculated based on the lower of (i) the
aggregate principal amount of Senior Notes held by such holder as
of 5 p.m. New York City time on June 1, 2017 (the "Record
Date") and (ii) the aggregate principal amount of Senior Notes
held by such holder when it commits to subscribe, in each case,
compared to the total principal amount of the Senior Notes
outstanding as of the Record Date (the "Pro Rata Portion").
Solely for purposes of calculating holdings as of the Record Date,
the net positive position of Senior Notes that are subject to
binding trades that have not yet been settled on such date may be
deemed held on the Record Date (upon provision of evidence of such
net positive position to the satisfaction of Lucid Issuer Services
Limited (the "Private Placement Agent") and the
Company).
Allocation of Securities to Eligible Holders of Senior
Notes
Each Eligible Holder of Senior Notes has the
right to commit to subscribe for its Pro Rata Portion (neither more
nor less) during the Placement Period.The Placement Period will be
open from June 27, 2017 until 5 p.m. in New York City on July 7,
2017 (the "Placement Period"). Eligible Holders of
Senior Notes who do not commit to subscribe during the Placement
Period may not receive a further opportunity to subscribe for the
Securities.
In order to commit to subscribe for Securities,
each Eligible Holder of Senior Notes must make the representations
and warranties in Schedule 4 of the PPA, which are reproduced in
Appendix 1 to this communication for convenience. These include
representations and warranties with respect to an investor's status
as a "qualified institutional buyer" as defined in Rule 144A under
the U.S. Securities Act of 1933 and a "qualified investor" as
defined in Article 2(1)(e) of the Directive 2003/71/EC, as amended,
including by Directive 2010/73/EU, to the extent implemented in the
relevant member state of the European Economic Area. The applicable
definitions are reproduced in Appendix 2 to this communication for
convenience.
Subject to the terms and conditions set out in
the PPA, an Eligible Holder committing to subscribe for the
Securities will have the option to elect to receive at the issuance
all or part of its New Money Second Lien Notes in a separate
tranche denominated in euros.
For additional information on the Securities and
the proposed private placement, Eligible Holders should refer to
the information statement dated June 26, 2017 (the "Information
Statement").
Settlement and delivery
The issuance of the Securities is subject to
various conditions precedent, including the approval of the
restructuring plan by the competent courts both in the U.S. and in
France, the plan becoming effective in both jurisdictions, and the
implementation of the other aspects of the Financial Restructuring.
That implementation requires, among other things, approval of the
relevant resolutions by the CGG shareholders' meeting and obtaining
the required level of support from creditors in the proceedings
launched in France and the U.S. If the applicable conditions
precedent are satisfied or waived (where possible), the
subscription, payment and delivery of the Securities is expected to
occur no later than February 28, 2018.
As a prerequisite to receiving (but not
committing to subscribe for) the Securities, each Eligible Holder
of Senior Notes holding positions through DTC must first transfer
its positions held in DTC into an existing Euroclear/Clearstream
securities account prior to the Reference Date (as defined below),
thereby permitting it to receive the Securities. Eligible Holders
of DTC Senior Notes will receive information in connection with
this process through an announcement delivered through DTC in
advance of the settlement and delivery of the Securities.
The New Money Second Lien Notes will only be
eligible in Euroclear/Clearstream with XS ISIN codes and the
Warrants will be eligible in Euroclear/Clearstream with FR ISIN
codes.
Consideration to each Eligible Holder of Senior Notes
committing to subscribe for the Securities
Subject to payment, issuance and delivery of the
Securities (expected to occur no later than February 28, 2018
subject to completion of conditions precedent), each Eligible
Holder of Senior Notes committing to subscribe for the Securities
and actually subscribing for such Securities will receive a
commitment fee of an amount equal to 7.0% of its commitment. The
commitment fee will, at the Company's election, be paid on the date
the Securities are issued or set off from the amount to be paid to
subscribe for the Securities.
Subscription Commitments
Copies of the Information Statement that
includes the LUA and the PPA are available to Eligible Holders of
Senior Notes via www.lucid-is.com/cgg.
Any beneficial holder of Senior Notes who wishes
to commit to subscribe for the Securities must complete all of the
following actions before the end of the Placement Period:
- Duly execute and return to the Private Placement Agent the
Joinder Agreement to the PPA;
- Duly execute and return to the Private Placement Agent the
Accession Letter to the LUA;
- Instruct its custodian to provide evidence to the Private
Placement Agent of such holder's holding of Senior Notes as of the
Record Date by submitting an electronic instruction through either
Euroclear or Clearstream, or by directing its DTC Participant to
complete a Confirmation Form and return it to the Private Placement
Agent;
- Provide evidence satisfactory to the Private Placement Agent
and the Company of the net positive position of Senior Notes that
are subject to binding trades and that have not yet been settled as
of the Record Date (if any); and
- Provide evidence satisfactory to the Private Placement Agent
and the Company of its holding of Senior Notes on the date it joins
the PPA and accedes to the LUA.
Eligible Holders should review the procedures
set forth in the Information Statement, together with Section 2.3
of the PPA, before submitting their commitments.
For any questions in relation to the procedures
set out above and all relevant documentation to be provided,
Eligible Holders of Senior Notes are encouraged to contact:
Lucid Issuer Services LimitedTankerton
Works12 Argyle WalkLondon, WC1H 8HAWebsite:
www.lucid-is.com/cggEmail: cgg@lucid-is.comTelephone: +44 (0) 20
7704 0880Attention: Sunjeeve Patel / Victor Parzyjagla
"Eligible Holder" means a holder of
Senior Notes that meets all of the criteria set forth in Appendix 1
on (i) the date on which such holder becomes a party to the PPA and
the LUA, including by executing the Joinder Agreement and the
Accession Letter, respectively, and (ii) the date of the issuance
of the Securities.
"held" means, with respect to a party
committing to subscribe for the Securities, beneficially owned by
such party or funds, entities or accounts that are managed, advised
or sub-advised by such party or its affiliates, and
"holding," "hold," "holdings" and similar
terms shall have corresponding meanings.
"Reference Date" means the last day of
the subscription period of the rights issue contemplated as part of
the Financial Restructuring, as described in Step 3 of Part B of
the term sheet attached to the LUA as Schedule 6.
"Senior Notes" means CGG's 6.500% Senior
Notes due 2021 (CUSIP: 204384AB7 / ISIN: US204384AB76; CUSIP:
F1704UAD6 / ISIN: USF1704UAD66) (the "2021 Notes"), 5.875%
Senior Notes due 2020 (Reg. S ISIN: XS1061175607 / Reg. S Common
Code: 106117560; Rule 144A ISIN: XS1061175862 / Rule 144A Common
Code: 106117586) (the "2020 Notes") and 6.875% Senior Notes
due 2022 (Reg. S CUSIP: F1704UAC8 / Reg. S ISIN: USF1704UAC83;
Registered CUSIP: 12531TAB5 / Registered ISIN: US12531TAB52) (the
"2022 Notes").
The attention of the Eligible Holders of Senior
Notes is drawn to the fact that documents relating to the private
placement of the Securities are being made available to them and
that such documents should be read carefully prior to making any
decision as to whether to commit to subscribe for the
Securities.
This announcement does not constitute an offer
of securities for sale in the United States. The securities
referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities
Act") and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act. There will be no public
offering of the securities in the United States in connection with
this transaction.
With respect to the member states of the
European Economic Area (the "EEA") which have implemented the
Prospectus Directive (Directive 2003/71/EC, as amended, including
by Directive 2010/73/EU, to the extent implemented in the relevant
member state of the EEA (the "Prospectus Directive")), no action
has been undertaken or will be undertaken to make an offer to the
public of the securities referred to in this announcement requiring
a publication of a prospectus in any relevant member State. As a
result, the securities referred to in this announcement may not and
will not be offered in any relevant member State except in
accordance with the exemptions set forth in Article 3(2) of the
Prospectus Directive, if they have been implemented in that
relevant member State, or under any other circumstances which do
not require the publication by CGG of a prospectus pursuant to
Article 3 of the Prospectus Directive and/or to applicable
regulations of that relevant member State.
About CGG:
CGG (www.cgg.com) is a fully integrated
Geoscience company providing leading geological, geophysical and
reservoir capabilities to its broad base of customers primarily
from the global oil and gas industry. Through its three
complementary businesses of Equipment, Acquisition and Geology,
Geophysics & Reservoir (GGR), CGG brings value across all
aspects of natural resource exploration and exploitation. CGG
employs around 5,600 people around the world, all with a Passion
for Geoscience and working together to deliver the best solutions
to its customers.
CGG is listed on the Euronext Paris SA (ISIN:
0013181864) and the New York Stock Exchange (in the form of
American Depositary Shares. NYSE: CGG).
Contacts
Group
Communications Christophe BarniniTel: + 33 1 64 47 38
11E-Mail: : invrelparis@cgg.com |
Investor RelationsCatherine LeveauTel: +33 1 64 47 34
89E-mail: : invrelparis@cgg.com |
Appendix 1
The representations and warranties appearing
below have been extracted and reproduced from Schedule 4 of the
Private Placement Agreement. Capitalized terms used but not defined
in this Appendix 1 have the meanings ascribed to them in the
Private Placement Agreement.
*
* *
For each Commitment Party, the term "Private
Placement Instruments" as used in this Schedule 4 shall refer
to the Private Placement Instruments and be deemed to include the
Backstop Fee Instruments whenever the context so requires.
In consideration of being offered Private
Placement Instruments in the proposed Private Placement, each
Commitment Party hereby acknowledges, undertakes, represents,
warrants, confirms and agrees (as the case may be), severally and
not jointly, as to itself and not any other Commitment Party, to
the Company as follows:
- In making any decision to subscribe for or purchase the Private
Placement Instruments, we confirm that we have such knowledge and
experience in financial, business and international investment
matters as is sufficient for us to evaluate the merits and risks of
subscribing for or purchasing the Private Placement Instruments. We
are experienced in investing in securities of this nature and are
aware that we may be required to bear, and are able to bear, the
economic risk of, have adequate means of providing for our current
and contingent needs, have no need for liquidity and are able to
sustain a complete loss in connection with, the Private Placement.
We are aware and understand that an investment in the Private
Placement Instruments involves a considerable degree of risk and no
U.S. federal or state or non-U.S. agency has made any finding or
determination as to the fairness for investment or any
recommendation or endorsement of any such investment.
- We understand that there may be certain consequences under
United States and other tax laws resulting from an investment in
the Private Placement Instruments and have made such investigation
and have consulted our own independent advisors or otherwise have
satisfied ourselves concerning, without limitation, the effects of
the United States federal, state and local income tax laws and
foreign tax laws generally and ERISA, the Investment Company Act
and the Securities Act.
- We are aware that the Company is an SEC registrant and that its
reports, schedules, forms, statements and other documents
(including exhibits and other information incorporated therein) are
publicly available at http://www.sec.gov. We understand that an
information statement, dated June 26, 2017 (as amended,
supplemented or otherwise modified from time to time, the
"Information Statement"), has been prepared in connection with the
offering of the Placement Instruments and made available to
Eligible Holders from the Private Placement Agent, and we have
reviewed such Information Statement in connection with making our
investment decision. We have read such information as we have
deemed necessary, including the Company's Annual Report on Form
20-F for the year ended December 31, 2016, which the Company filed
with the SEC on May 1, 2017, and the other items identified in the
Information Statement. We have: (a) made our own assessment and
satisfied ourselves concerning legal, regulatory, tax, business,
currency, economic and financial considerations in connection
herewith to the extent we deem necessary; (b) had access to review
publicly available information concerning the Group that we
consider necessary or appropriate and sufficient in making an
investment decision; (c) reviewed such information as we believe is
necessary or appropriate in connection with our subscription or
purchase of the Private Placement Instruments; (d) had the
opportunity to ask and have asked any queries regarding (i) the
Financial Restructuring and the related Lock-Up Agreement, (ii) the
Obligors and their affairs and (iii) the terms of the Private
Placement Instruments and have received satisfactory answers from
representatives of the Company thereto; and (e) made our investment
decision based solely upon our own judgment, due diligence and
analysis of the foregoing materials (and not upon any view
expressed or information provided by or on behalf of the Group or
any of its Affiliates or any person acting on its behalf).
- With respect to any Private Placement Instruments offered to or
subscribed for or purchased by us in the United States or for and
on behalf of persons in the United States, we understand and agree:
(1) that we are a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act ("QIB"); (2)
that the Private Placement Instruments are being offered and sold
to us in accordance with the exemption from registration under the
Securities Act for transactions by an issuer not involving a public
offering of securities in the United States and that the Private
Placement Instruments and the New Common Stock have not been, and
will not be, registered under the Securities Act or with any State
(as defined in the Securities Act) or other jurisdiction of the
United States; (3) that the Private Placement Instruments and the
New Common Stock may not be reoffered, resold, pledged or otherwise
transferred by us except (a) outside the United States in an
offshore transaction pursuant to Rule 903 or Rule 904 of Regulation
S, (b) solely with respect to the Private Placement Notes, in the
United States to a person whom the seller reasonably believes is a
QIB to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A, pursuant to Rule 144A under
the Securities Act, (c) pursuant to Rule 144 under the Securities
Act (if available), (d) to the Company, (e) pursuant to an
effective registration statement under the Securities Act, or (f)
pursuant to another available exemption, if any, from registration
under the Securities Act, in each case in compliance with all
applicable laws; (4) that the Private Placement Instruments are
"restricted securities" as defined in Rule 144(a)(3) under the
Securities Act; (5) to notify any transferee to whom we
subsequently reoffer, resell, pledge or otherwise transfer the
Private Placement Instruments of the foregoing restrictions on
transfer; (6) that, for so long as the Private Placement
Instruments or the New Common Stock are "restricted securities"
(within the meaning of Rule 144(a)(3) under the Securities Act), we
will take commercially reasonable steps to segregate such Private
Placement Instruments from any other securities that we hold that
are not restricted securities, shall not deposit the New Common
Stock in any depositary facility established or maintained by a
depositary bank, and will only transfer such Private Placement
Instruments in accordance with this paragraph; (7) that if we are
acquiring the Private Placement Instruments as a fiduciary or agent
for one or more investor accounts, each such account is a QIB, we
have sole investment discretion with respect to each such account
and we have full power and authority to make the acknowledgements,
representations, warranties and agreements herein on behalf of each
such account; (8) that we are acquiring such Private Placement
Instruments for our own account (or the account of a QIB as to
which we have sole investment discretion) for investment purposes
and (subject to the disposition of our property being at all times
within our control) not with a view to any distribution or resale
of the Private Placement Instruments, directly or indirectly, in
the United States or otherwise in violation of the United States
securities laws; and (9) that no representation has been made as to
the availability of the exemption provided by Rule 144 or any other
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Private Placement Instruments. We acknowledge
and agree, to the extent the Private Placement Instruments are
delivered in certificated form, such certificate will bear a legend
substantially to the effect as set out in this paragraph, unless
agreed otherwise with the Company.
- With respect to any Private Placement Instruments offered to or
subscribed for or purchased by us outside the United States, we
understand and agree that we are located outside the United States
and are participating in the Private Placement from outside the
United States and we are neither a U.S. person nor acting for the
account or benefit of any U.S. persons.
- With respect to any Private Placement Instruments offered to or
subscribed for or purchased by us in the European Economic Area
("EEA"), we acknowledge that we are persons in member states
of the EEA who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC,
as amended, including by Directive 2010/73/EU, to the extent
implemented in the relevant member state of the EEA (the
"Prospectus Directive")) and any implementing measure in
each relevant member state of the EEA ("Qualified
Investors"). In addition, with respect to any Private Placement
Instruments offered to or subscribed for or purchased by us in the
United Kingdom, we are Qualified Investors who are: (i) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "FPO"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the FPO.
- We acknowledge that, in accordance with article 211-3 of the
AMF General Regulations, the Company has informed us that (a) the
Private Placement does not entail the filing by the Company of a
prospectus (as this term is referred to, in particular, in Article
1 of EC Regulation N°809/2004 of 29 April 2004) subject to the visa
of the AMF; (b) the Commitment Parties that qualify as qualified
investors (investisseurs qualifiés), or if the Private Placement is
only open to a limited circle of investors (cercle restreint
d'investisseurs), such investors, in accordance with Article
L.411-2, II, 2° of the French monetary and financial code, can
participate in the Private Placement for their own account only and
in the conditions set forth in Articles D. 411-1, D. 411-2, D.
734-1, D. 744-1, D. 754-1 et D. 764-1 of the French monetary and
financial code; and (c) the direct or indirect dissemination to the
public of the acquired Private Placement Instruments can only be
made in the conditions of Articles L. 411-1, L. 411-2, L. 412-1 et
L. 621-8 à L. 621-8-3 of the French monetary and financial
code.
- We, and any account for which we are acting, became aware of
the Private Placement Instruments, and such were offered to us and
each account for which we are acting (if any), solely by means of
direct contact between us and the Company, and not by any other
means. We and any fund, entity or account for which we are acting
or advising or sub-advising did not become aware of the Private
Placement Securities, and such were not offered to us or any
account for which we are acting, by means of any form of general
solicitation or general advertising within the meaning of Rule
502(c) of Regulation D under the Securities Act or in any manner
involving a public offering within the meaning of Section 4(a)(2)
of the Securities Act or through any directed selling efforts
within the meaning of Regulation S.
- We understand that no action has been or will be taken by the
Company or any person acting on behalf of the Company that would,
or is intended to, permit a public offer of the Private Placement
Instruments in any country or jurisdiction where any such action
for that purpose is required.
- We are not aware of any facts that would cause our subscription
or purchase of the Private Placement Instruments to violate
applicable laws and regulations in France or the jurisdiction of
our residence.
- We will subscribe for or acquire any Private Placement
Instruments subscribed for or purchased by us for our account or
for one or more accounts as to each of which we exercise sole
investment discretion and we have full power to make the foregoing
acknowledgements, representations and agreements on behalf of each
such account.
- We understand that the foregoing representations, warranties,
agreements and acknowledgements are intended to ensure compliance
with applicable United States and other securities laws and
acknowledge that the Company will rely upon the truth and accuracy
of the representations, warranties and acknowledgements set forth
herein. We will notify the Company promptly and in writing if any
of the acknowledgements, representations, warranties and agreements
made herein and in connection with acquiring the Private Placement
Instruments is no longer accurate.
Appendix 2
A "qualified institutional buyer"
means:
- Any of the following entities, acting for its own account or
the accounts of other qualified institutional buyers, that in the
aggregate owns and invests on a discretionary basis at least $100
million in securities of issuers that are not affiliated with the
entity:
- Any insurance company as defined in section 2(a)(13) of the
Securities Act of 1933 (the "Act");
- Any investment company registered under the Investment Company
Act of 1940 (the "Investment Company Act") or any business
development company as defined in section 2(a)(48) of that
Act;
- Any Small Business Investment Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the
Small Business Investment Act of 1958;
- Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees;
- Any employee benefit plan within the meaning of title I of the
Employee Retirement Income Security Act of 1974;
- Any trust fund whose trustee is a bank or trust company and
whose participants are exclusively plans of the types identified in
paragraph (a)(1)(i) (D) or (E) of this section, except trust funds
that include as participants individual retirement accounts or H.R.
10 plans.
- Any business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940 (the
"Investment Advisers Act");
- Any organization described in section 501(c)(3) of the Internal
Revenue Code, corporation (other than a bank as defined in section
3(a)(2) of the Act or a savings and loan association or other
institution referenced in section 3(a)(5)(A) of the Act or a
foreign bank or savings and loan association or equivalent
institution), partnership, or Massachusetts or similar business
trust; and
- Any investment adviser registered under the Investment Advisers
Act.
- Any dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934 (the "Exchange Act"), acting for its
own account or the accounts of other qualified institutional
buyers, that in the aggregate owns and invests on a discretionary
basis at least $10 million of securities of issuers that are not
affiliated with the dealer, Provided, That securities constituting
the whole or a part of an unsold allotment to or subscription by a
dealer as a participant in a public offering shall not be deemed to
be owned by such dealer;
- Any dealer registered pursuant to section 15 of the Exchange
Act acting in a riskless principal transaction on behalf of a
qualified institutional buyer;
- Any investment company registered under the Investment Company
Act, acting for its own account or for the accounts of other
qualified institutional buyers, that is part of a family of
investment companies which own in the aggregate at least $100
million in securities of issuers, other than issuers that are
affiliated with the investment company or are part of such family
of investment companies. "Family of investment companies" means any
two or more investment companies registered under the Investment
Company Act, except for a unit investment trust whose assets
consist solely of shares of one or more registered investment
companies, that have the same investment adviser (or, in the case
of unit investment trusts, the same depositor), provided that, for
purposes of this section:
- Each series of a series company (as defined in Rule 18f-2 under
the Investment Company Act) shall be deemed to be a separate
investment company; and
- Investment companies shall be deemed to have the same adviser
(or depositor) if their advisers (or depositors) are majority-owned
subsidiaries of the same parent, or if one investment company's
adviser (or depositor) is a majority-owned subsidiary of the other
investment company's adviser (or depositor);
- Any entity, all of the equity owners of which are qualified
institutional buyers, acting for its own account or the accounts of
other qualified institutional buyers; and
- Any bank as defined in section 3(a)(2) of the Act, any savings
and loan association or other institution as referenced in section
3(a)(5)(A) of the Act, or any foreign bank or savings and loan
association or equivalent institution, acting for its own account
or the accounts of other qualified institutional buyers, that in
the aggregate owns and invests on a discretionary basis at least
$100 million in securities of issuers that are not affiliated with
it and that has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements, as of a
date not more than 16 months preceding the date of sale under Rule
144A under the Act in the case of a U.S. bank or savings and loan
association, and not more than 18 months preceding such date of
sale for a foreign bank or savings and loan association or
equivalent institution.
A "qualified investor" means persons in
member states of the European Economic Area who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC, as amended, including by Directive
2010/73/EU, to the extent implemented in the relevant member state
of the European Economic Area) and any implementing measure in each
relevant member state of the European Economic Area, which more
precisely refer to persons or entities that are described in points
(1) to (4) of Section I of Annex II to Directive 2004/39/EC of the
European Parliament and of the Council of 21 April 2004 on markets
in financial instruments (the "MiFiD Directive"), and
persons or entities who are, on request, treated as professional
clients in accordance with Annex II to the MiFiD Directive, or
recognized as eligible counterparties in accordance with Article 24
of the MiFiD Directive unless they have requested that they be
treated as non-professional clients.
Section I of Annex II to the MiFiD Directive
provides that:
"Professional client is a client who possesses
the experience, knowledge and expertise to make its own investment
decisions and properly assess the risks that it incurs. In order to
be considered a professional client, the client must comply with
the following criteria:
The following should all be regarded as
professionals in all investment services and activities and
financial instruments for the purposes of the MiFiD Directive.
- Entities which are required to be authorized or regulated to
operate in the financial markets. The list below should be
understood as including all authorized entities carrying out the
characteristic activities of the entities mentioned: entities
authorized by a Member State under a Directive, entities authorized
or regulated by a Member State without reference to a Directive,
and entities authorized or regulated by a non-Member State:
(a) Credit institutions
(b) Investment firms
(c) Other authorized or regulated financial
institutions
(d) Insurance companies
(e) Collective investment schemes and
management companies of such schemes
(f) Pension funds and management companies
of such funds
(g) Commodity and commodity derivatives
dealers
(h) Locals
(i) Other institutional investors
- Large undertakings meeting two of the following size
requirements on a company basis:
- balance sheet total: |
EUR 20,000,000 |
- net turnover: |
EUR 40,000,000 |
- own funds: |
EUR 2,000,000. |
- National and regional governments, public bodies that
manage public debt, Central Banks, international and supranational
institutions such as the World Bank, the International Monetary
Fund, the European Central Bank, the European Investment Bank and
other similar international organizations.
- Other institutional investors whose main activity is to invest
in financial instruments, including entities dedicated to the
securitization of assets or other financing transactions."
[1]
After restructuring steps but before exercise of Warrants #1 and
Warrants #2.
[2]
This requires the prior reduction of the nominal value of CGG
shares from €0.80 to €0.01 (by way of a reduction in the share
capital), the difference being booked as unavailable reserves.
[3]
The members of the Committee will receive, on closing and subject
to closing, in consideration for their backstop services (i) a 3%
cash fee and (ii) penny warrants giving the possibility to
subscribe for new shares representing 1.5% of the share capital of
the Company (after restructuring steps but before exercise Warrant
#1 and Warrants #2).
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/d1acea7a-fc55-4c99-97da-6f2337983cd8
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