CGGVeritas to Fund Fugro Acquisition Through Bond Issue (France)
CGGVeritas announces today the launch of an offering of bonds convertible into and/or exchangeable for new or existing shares (“OCEANEs”) due 1st January 2019 in an initial nominal amount of approximately €315 million, which may be increased up to a maximum nominal amount of approximately €360 million in the event of the full exercise of the over-allotment option of 14 % granted to the Joint Lead Managers and Joint Bookrunners, exercisable no later than 16 November 2012.
The net proceeds of the issuance will be used to finance a portion of the €1.2 billion acquisition price for Fugro’s Geoscience Division under the Sale and Purchase Agreement dated 24 September 2012, together with the net proceeds of approximately €400 million from a share capital increase realised on 23 October 2012, a €225 million set-off with Fugro (in the context of the establishment of the Seabed Joint Venture) and a bridge credit facility of €700 million (less the net proceeds of the Bonds) that will be made available to the Company to finance the balance of the acquisition price.
The Acquisition remains subject to customary conditions precedent, including the approval of the competition authorities, consultation with works councils and the creation of the Seabed Joint Venture. At this stage, the proposed acquisition has been notified to competition authorities in the United Kingdom and in Australia and will soon be notified to competition authorities in Norway and Turkey. At the date hereof, consultations with works councils are underway and the Seabed Joint Venture agreement is being negotiated.
If the Acquisition is not completed, particularly if the conditions precedent are not met, the net proceeds of the offering will be used to repay certain US dollar denominated bonds previously issued by the Company, which would reduce the Group’s interest payments and lengthen the average maturity of its debt, and may also be used to buy back shares in order to limit dilution related to the issuance of the Bonds.
The Bonds will be offered only 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 Bonds’ nominal value will represent an issue premium of 32 % to 40 % over CGGVeritas’ reference share price1 on the regulated market of NYSE Euronext in Paris.
The Bonds will bear interest at an annual nominal rate of 1.25 % to 1.75 %, payable semi-annually in arrear on 1st January and 1st July of each year. The first interest payment, to be made on 1st July 2013, will cover the period from 20 November 2012, the issue date of the Bonds, to 30 June 2013, inclusive, and will be calculated prorata temporis. The Bonds will be issued at par on 20 November 2012, the expected settlement date of the Bonds, and redeemed at par on 1st January 2019. The Bonds will entitle their holders to receive new and/or existing CGGVeritas shares at a ratio of one share per one Bond, subject to adjustments. Under certain conditions, the Bonds may be redeemed prior to maturity at the option of CGGVeritas.
The Bonds’ final terms are expected to be determined on 13 November 2012.
The Fonds Stratégique d’Investissement, which holds 7.53 % of the share capital of the Company, and IFP Energies Nouvelles, which holds 3.60 % of the share capital of the Company, have expressed their intention not to participate to the offering.
An application for the listing of the Bonds on Euronext Paris will be made. A listing prospectus will be prepared to list the Bonds on Euronext Paris and will be subject to the approval (visa) of the Autorité des marchés financiers (the “AMF”).
Source: CGGVeritas, November 13, 2012