CGG: Availability of a securities note supplement to the prospectus approved by the AMF under visa no.17-551 on October 13th,...
October 17 2017 - 6:31PM
Availability of a securities note supplement
to the prospectus approved by the AMF under visa
no.17-551 on October 13th, 2017
Paris,
France - October 17, 2017
CGG announces that, today, the Autorité des
marchés financiers granted visa no.17-559 to the securities note
supplement (the "Securities Note Supplement") to the
prospectus (in the French language) approved by the AMF under visa
no.17-551 on October 13th, 2017, in connection with certain
issuances provided for under the draft safeguard plan and the
Chapter 11 plan in the context of the financial restructuring plan
of CGG. The Securities Note Supplement supplements the prospectus
and shall be read in conjunction with it.
This Securities Note Supplement describes the
undertaking of Bpifrance Participations to vote in favor of the
resolutions required to implement the financial restructuring
plan, as well as the related undertakings made by the Company
and certain of its creditors in the context of the safeguard
proceedings.
The prospectus comprises the CGG registration
document (document de référence), filed with the AMF on May 1, 2017
under number D.17-0486, the update of the Company's registration
document filed with the AMF on October 13, 2017 under number
D.17-0486-A01, the securities note approved by the AMF on October
13, 2017 under visa no.17-551, the securities note supplement dated
October 17th, 2017 approved by the AMF under visa no.17-559, and a
summary of the prospectus (included in the securities note).
Copies of the prospectus can be obtained free of
charge from the registered office of CGG, Tour Maine Montparnasse,
33 Avenue du Maine - 75015 Paris, the Company's website
(www.cgg.com) and the AMF website (www.amf-france.org).
Appendix: supplement to the summary of
the prospectus
The press release shall not constitute an offer
to sell or the solicitation of an offer to buy securities. There
will not be any sale of these securities in any such state or
country in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any state or country.
The securities referred to herein have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") and may not be offered and sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.
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 business divisions of Equipment, Acquisition and
Geology, Geophysics & Reservoir (GGR), CGG brings value across
all aspects of natural resource exploration and exploitation. CGG
employs around 5,500 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 |
SUPPLEMENT TO THE SUMMARY OF THE
PROSPECTUS
The information contained in the summary of the Prospectus
remains unchanged, except for paragraph B.4a of this summary, which
is modified and must be read as follows:
B.4a |
Main recent trends with effects on the issuer and its lines of
business |
Financial restructuring Discussions with the stakeholders
[Text unchanged, subject to the following addition] It is specified
that the US Court has, on October 16, 2017, entered an order
confirming the Chapter 11 plan. Undertakings of the Company and
certain of its creditors in the framework of the safeguard
proceedings (i) Undertakings of the Company
Bpifrance Participations (which held, as of September 30, 2017,
9.35% of the share capital and 10.90% of the voting rights of the
Company) has undertaken to vote in favor of the resolutions
required to implement the Financial Restructuring Plan at the
general meeting of shareholders convened on October 31, 2017, in
light of the following undertakings made by the Company on October
16, 2017: absence of any form of disposal of its significant assets
until December 31, 2019, unless with the prior authorization of the
Commercial Court of Paris; confirmation that the business plan does
not provide for any form of disposal of significant assets held in
France or abroad, including by its direct or indirect
subsidiaries; should such disposals be likely to result in a
substantial change to the means or goals of the draft safeguard
plan, the Company would have to request the prior authorization
from the Commercial Court of Paris; the Company will keep the
necessary flexibility to take an active part, as the case may be,
in the potential consolidation or other form of evolution that may
occur in the seismic acquisition market; absence of any social or
industrial restructuring contemplated in France; more precisely,
unless otherwise authorized by the Commercial Court of Paris, no
implementation of any redundancy plan of the Company in France
until December 31, 2019, and maintaining of the decision centers
currently located in France for the Company and the French law
subsidiaries it controls, including the Company's registered office
until December 31, 2022; and absence of any measure to oppose the
governance undertakings made by the Signatory Creditors (as defined
below) and discussed hereafter, and participation of Bpifrance
Participations in the discussions that will take place notably with
the Signatory Creditors with respect to the new composition of the
Company's board of directors. The Company will request that the
Commercial Court of Paris acknowledge the aforementioned
undertakings in its ruling sanctioning the safeguard plan.
(ii) Undertakings of certain Senior
Notes holders creditors Each of (i) Attestor Capital LLP[1],
(ii) Boussard & Gavaudan Asset Management LP[2], and (iii) DNCA
Finance, Oralie Patrimoine and DNCA Invest SICAV[3] (each, a
« Signatory Creditor ») agreed, on October 16,
2017, upon request from the Direction Générale des Entreprises, to
have the Commercial Court of Paris acknowledge, in its ruling
sanctioning the safeguard plan, the undertakings below to: have
Bpifrance Participations involved in the discussions that will be
notably held with each of the Signatory Creditors regarding the
Company's board of directors' new composition, in accordance with
the provisions of the Lock-up Agreement entered into by the Company
on June 13, 2017; vote, during the first ordinary shareholders'
meeting of the Company that will occur after the closing of the
financial restructuring, in favor of the designation as director of
candidates which will have been agreed between the Company's
current board of directors and the relevant Signatory Creditor in
the context of the above referred process; absence of
representation of a Signatory Creditor (including its affiliates or
related persons) on the Company's board of directors, unless it (i)
holds 10% or more of the Company's share capital or (ii)
demonstrates the existence of fiduciary duties (including the
duties of the relevant funds' management companies to manage the
money entrusted to them by investors in the best interest of such
investors); vote in favor of any draft resolutions and, if
necessary, submit any draft resolutions to the shareholders'
meeting in order to maintain the Company's board of directors
composed of 60% of independent directors and that such composition
of the board continues to reflect, in accordance with the current
situation, the diversity of geographical origins of the members of
the board of directors, while complying with the Company's
registered office location; vote in favor of any draft resolutions
and, if necessary, submit any draft resolutions to the
shareholders' meeting in order to ensure that the Company's
articles of association provide that any chief executive officer
(directeur général) succeeding, as the case may be, the current
chief executive officer (directeur général), will have his main
place of residence located in France. The above mentioned
undertakings of each of the Signatory Creditors will become
effective when all the transactions provided by the safeguard plan
are completed (with the exception of the first undertaking which
shall take effect as from countersignature of the letter by the
Signatory Creditors). The undertakings will remain valid until
December 31, 2019, subject to the corresponding Signatory Creditor
remaining a shareholder of the Company. The trustee in charge of
overseeing the implementation of the plan (commissaire à
l'exécution du plan) will issue a yearly report on the compliance
with the undertakings of the Signatory Creditors and the Company
described above, in accordance with applicable laws and
regulations. Each of the Signatory Creditors declared that it does
not act in concert with any other Signatory Creditor, with
Bpifrance Participations, or with any other third party. |
[1] Attestor Capital LLP and the funds, entities or accounts
managed or advised directly or indirectly by it or its affiliates,
hold Senior Notes for a total amount of $118,918,787 and do not
hold any share or Convertible Bonds of the Company.
[2] Boussard & Gavaudan Asset Management LP and the funds,
entities or accounts managed or advised directly or indirectly by
it or its affiliates, hold Senior Notes for a total amount of
$173,971,173 and Convertible Bonds for a total amount of
€23,314,383. However, they do not hold any share of the
Company.
[3] DNCA Finance, Oralie Patrimoine and DNCA Invest SICAV, and
the funds, entities or accounts managed or advised directly or
indirectly by it or its affiliates, hold (i) approximately 5.5% of
the total amount in principal of the Senior Notes, (ii)
approximately 20.7% of the total amount in principal of the
Convertible Bonds, and (iii) approximately 7.9% of the share
capital of the Company.
Attachments:
http://www.globenewswire.com/NewsRoom/AttachmentNg/232d66fd-151a-4d77-91ad-620a72b77c2c