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 Limited
Tankerton Works
12 Argyle Walk
London, WC1H 8HA
Website: www.lucid-is.com/cgg
Email: cgg@lucid-is.com
Telephone: +44 (0) 20 7704 0880
Attention: 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 Barnini
Tel: + 33 1 64 47 38 11
E-Mail: : invrelparis@cgg.com
|
Investor Relations
Catherine Leveau
Tel: +33 1 64 47 34 89
E-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).
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announcement is distributed by Nasdaq Corporate Solutions on behalf
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The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CGG via Globenewswire