OREANDA-NEWS. CGG announced on 5 November 2015 the implementation of a new step of its Transformation Plan, aiming at transforming CGG from a seismic acquisition company into an integrated geosciences group. To fund such Plan, CGG launches today a capital increase via an offering of preferential subscription rights to existing shareholders, for a gross amount of approximately €350 million.

The net proceeds of the issuance will be used to reinforce the shareholders’ equity of CGG and improve its liquidity as it finances its Transformation Plan. The net proceeds will therefore be used principally to cover the shortfall in the consolidated net working capital of CGG of approximately U.S.$175 million for 2016 and, secondly, to finance its activities, which will permit CGG to reduce its reliance on drawings under the Group’s revolving credit facilities.

Commenting on this transaction, Mr. Jean-Georges Malcor, Chief Executive Officer, noted: “This capital increase of €350 million will be entirely dedicated to financing the transformation of CGG and will allow the company to complete its strategic positioning in order to serve even better our clients and our shareholders and to propose an attractive future to our employees”.

Each shareholder of CGG will receive one preferential subscription right for every share it holds as of the close of trading on 13 January 2016. The subscription price for the new shares has been set at €0.66 per share (nominal value of €0.40 and issue premium of €0.26) on the basis of 3 new shares for 1 existing share. The subscription price represents a 71.55% discount to the closing price (€2.32) of the Company’s shares on 11 January 2016 and a 38.60% discount to the theoretical ex-right price (TERP).

Bpifrance, which holds 7.04% of CGG’s share capital, and IFP Energies Nouvelles, which holds 3.58% of CGG’s share capital, have undertaken to exercise together all of their rights on an irreducible basis, representing 10.62% of the CGG’s share capital. Bpifrance and IFP Energies Nouvelles may terminate their undertakings up to the end of the rights exercise period under circumstances similar to those pursuant to which the joint global coordinators and joint bookrunners, on behalf of the managers, can terminate their underwriting agreement.

On January 12, 2016, Total S.A. undertook to subscribe, strictly if necessary, for new shares that may remain unsubscribed at the end of the rights exercise period, up to a maximum amount of €35 million. This undertaking may be terminated up to and including the date of delivery of the new shares under circumstances similar to those pursuant to which the joint global coordinators and joint bookrunners, on behalf of the managers, can terminate their underwriting agreement.

The subscription period for the new shares will run from 14 January 2016 to 27 January 2016 inclusive. During this period, the preferential subscription rights will be listed and traded on the regulated market of Euronext Paris. The Record Date to be entitled to the preferential subscription rights is 13 January 2016.

Settlement and delivery and start of trading on Euronext Paris (Segment A) of the new shares will take place on 5 February 2016. The new shares, which will carry dividend rights and will entitle their holders to any dividends declared by the Company from the date of issue, will be fully fungible with the Company’s existing shares and will be traded under the same ISIN code as the Company’s existing shares.

A French language prospectus including (i) the reference document (document de r?f?rence) of CGG filed with the Autorit? des march?s financiers (AMF) on 13 April 2015 under n° D.15-0330, (ii) the update of the reference document filed with the AMF on 8 January 2016 under n° D.15-0330-A01, and (iii) a securities notes (note d’op?ration) (which includes the summary of the prospectus) filed with the AMF, which received visa n° 16-021 dated 12 January 2016 is available free of charge from the company (Tour Maine Montparnasse, 33 avenue du Maine, 75015 Paris) as well as on the websites of the AMF (www.amf-france.org) and the company (www.cgg.com).

CGG draws the public’s attention to the risk factors included in pages 64 to 77 of the reference document, pages 29 to 35 of the update of the reference document and in chapter 2 of the securities note (note d’operation).

 

About CGG

CGG 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 Segments of Equipment, Acquisition and Geology, Geophysics & Reservoir (GGR), CGG brings value across all aspects of natural resource exploration and exploitation. CGG employs over 7,000 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: 0000120164) and the New York Stock Exchange (in the form of American Depositary Shares. NYSE: CGG).