Successful completion of CGGVeritas´, Compagnie Générale de Géophysique – Veritas’, €414 million rights offering
The share capital increase through the distribution of preferential subscription rights to existing shareholders launched by Compagnie Générale de Géophysique – Veritas (CGGVeritas) on 26 September to fund the acquisition of the businesses of the Geoscience division (excluding multi clients library and OBN businesses) of Fugro (the “Geoscience Division”) has been a great success. The final gross proceeds amount to €413,609,320, corresponding to the issuance of 24,329,960 new shares.
23,908,864 new shares were subscribed by irrevocable right (à titre irréductible), representing approximately 98.3 % of the total number of new shares, while 23,564,059 new shares were requested subject to reduction (à titre réductible), and will, as a result, only be satisfied in part, in the amount of 421,096 new shares.
The net proceeds of the issuance will be used to pay a portion of the acquisition price for the Geoscience Division (the “Acquisition”). The remainder of the Acquisition price will be (i) paid by way of set-off of €225 million from Fugro representing the excess value of CGGVeritas’ business contribution to the Seabed Joint Venture and (ii) paid with the
proceeds of debt financing, in the form of convertible or non-convertible bond issuances and/or bank loans (CGGVeritas benefits from a bridge credit facility commitment of up to €700 million).
The completion of the Acquisition is subject to certain customary conditions precedent for this type of transaction, in particular the approval of competition authorities, work councils consultation processes and the signing of the transaction relating to the Seabed Joint Venture.
If the Acquisition is not completed, in particular if the relevant conditions precedent are not satisfied, the net proceeds of the issuance will be allocated to the repayment of CGGVeritas’ existing debt.
Settlement and delivery of the new shares will take place on 23 October 2012. The listing of the new shares on the regulated market of NYSE Euronext in Paris (Segment A) on the same line as the existing shares (FR0000120164) will take place on 23 October 2012. As from that date, the share capital of CGGVeritas will be composed of 176,392,225 shares with a nominal value of €0.40 each, for a total share capital of €70,556,890.
Upon completion of the capital increase and taking into consideration its irrevocable subscription for all of the preferential subscription rights attached to its shares and those of IFP Energies Nouvelles, the Fonds Stratégique d’Investissement will hold 7.06 % of the share capital of CGGVeritas, i.e. a total of 10.66% for the FSI-IFPEN concert, thus maintaining its stake level and comforting its position as the Company’s main shareholder.
