Regulatory News:
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.
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 regulated market of NYSE Euronext in
Paris (ISIN: 0000120164) and the New York Stock Exchange (in the
form of American Depositary Shares, NYSE: CGV).
***
IMPORTANT NOTICE
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 have 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.
France
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 financier.
United Kingdom
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
agreed that:
(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 issuer; and
(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 Kingdom.
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.
Conductor Global Equity ... (NYSE:CGV)
Historical Stock Chart
From Nov 2024 to Dec 2024
Conductor Global Equity ... (NYSE:CGV)
Historical Stock Chart
From Dec 2023 to Dec 2024
