CGG: Availability of Prospectus

CGG: Availability of Prospectus

CGG announces that the Autorité des marchés financiers granted visa n°17-551 to the prospectus (in the French language) made available to the public in connection with:

the issuance and admission to trading on the regulated Euronext market in Paris (“Euronext Paris”) of up to 24,375,000 share subscription warrants (the “Warrants #1”) granted for free by CGG to all shareholders on the basis of one (1) Warrant #1 for one (1) existing share, which may result in the issuance of up to 32,500,000 new shares at the subscription price of €3.12 per new share;

the issuance and admission to trading on Euronext Paris of up to 37,524,400 new shares issued as part of an increase in share capital with removal of the shareholders’ preferential subscription rights, in favor of (i) the holders of bonds convertible and/or exchangeable for new or existing shares, bearing interest at the rate of 1.75% and maturing on January 1, 2020, issued by the Company on June 26, 2015 and (ii) the holders of bonds convertible into and/or exchangeable for new or existing shares, bearing interest at the rate of 1.25% and maturing on January 1, 2019, issued by the Company on November 20, 2012, that will be subscribed at their face value by way of set-off with the subscription price of €10.26 per new share;

the issuance and admission to trading on Euronext Paris of up to 496,794,900 new shares issued as part of a capital increase with removal of the shareholders’ preferential subscription rights, in favor of (i) the holders of high yield notes, bearing interest at the rate of 5.875% and maturing in 2020, issued by the Company on April 23, 2014, (ii) the holders of high yield notes, bearing interest at the rate of 6.5% and maturing in 2021, issued by the Company on May 31, 2011, January 20, 2017 and March 13, 2017 and (iii) the holders of high yield notes, bearing interest at the rate of 6.875% and maturing in 2022, issued by the Company on May 1, 2014, that will be subscribed at their face value by way of set-off with the subscription price of €3.12 per new share;

the admission to trading on Euronext Paris of up to 123,817,300 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 123,817,300 share subscription warrants (the “Warrants #3”), granted for free by the Company to the subscribers of new second lien notes governed by New York State law (the “New Notes”);

the admission to trading on Euronext Paris of up to 7,738,600 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 7,738,600 share subscription warrants granted for free by the Company to the members of the ad hoc committee of Senior Notes holders; – the admission to trading on Euronext Paris of up to 11,607,900 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 11,607,900 share subscription warrants granted for free by the Company to the persons committed to backstop the subscription of the New Notes and the Warrants #3, in accordance with the provisions of the private placement agreement dated June 26, 2017

the admission to trading on Euronext Paris of the new shares to be issued upon exercise of the Warrants #1.
These transactions would be implemented in the context of the financial restructuring plan, the terms of which were announced on June 14, 2017 by the Company. The plan was approved on July 28, 2017 by a unanimous vote of the committee of banks and financial institutions, and by a majority of 93.5% of votes cast at the general meeting of bondholders. Furthermore, the various classes of creditors concerned by the Chapter 11 proceedings massively voted in favor of the Chapter 11 plan which was confirmed by the relevant US court on October 10, 2017 (the order should be entered in the next few days). The works council of the Company, also consulted with respect to the draft safeguard plan, rendered a favorable opinion at its meeting held on 2 October 2017.

The completion of the foregoing transactions remains subject to:

the approval by the Company’s extraordinary general meeting of shareholders which is scheduled to convene on October 31, 2017 of the resolutions required to implement the draft safeguard plan, in particular those relating to the share capital reduction by reducing the unit par value of the Company’s shares to €0.01;

the abovementioned share capital reduction being effectively carried out;

the sanctioning of the draft safeguard plan approved by both the committee of banks and assimilated creditors, and the sole general meeting of bondholders on July 28, 2017, by the Commercial Court of Paris; according to the current contemplated provisional timetable, the court should examine the request for the sanctioning of the draft safeguard plan on November 6, 2017;

confirmation by the relevant US Court of the “Chapter 11” plan and the recognition of the ruling sanctioning the draft safeguard plan within the framework of the “Chapter 15” proceedings the enforcement of which is not stayed;

the obtaining of the AMF visa on the prospectus relating to the issue, with shareholders’ preferential subscription rights, of new shares with warrants in an amount of c. 112 million euros (including share premium), priced at €1.56 per share, i.e. a nominal value of €0.01 and a share premium of €1.55 per new share, which share capital increase is tentatively scheduled to take place in December 2017, with settlement and delivery scheduled for January 2018.

the satisfaction of all conditions precedent provided for in the implementation documents of the restructuring, which includes notably the indenture of the new first lien notes, the indenture of the New Second Lien Notes and the new interest second lien notes, or the terms and conditions of the various warrants.

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Geometrics: Meet Rebecca Zhang – Software Engineer

 

 

 

Geometrics: Meet Rebecca Zhang – Software Engineer

Rebecca’s father Jeff greatly influenced her love of science and nature, which shows not only in her work but in her hobbies as well. His background in underwater minerals exploration allowed him to teach Rebecca about earthquakes and volcanoes and other scientific phenomenon that people, especially children, find fascinating. She fondly recalls him bringing her books and interesting stones, as well as spending mornings reading some of those same scientific books together. When she studied, he studied right along with her, proving that her inquisitiveness is a hereditary condition.

In 2012 Rebecca graduated from North China University of Technology in Beijing with a Bachelor of Science in Electronic Engineering and the desire to eventually move to the United States. Before making that fortuitous move, she entered an exchange program in the UK for Electronic Design Automation. This program offered her an international perspective on the electrical and computer engineering field, and she was motivated by the advanced research and technology opportunities. After completing that program, she finally made her move in 2013 and began a Master’s program in Signal Processing at Boston University. She moved to California in 2015 to begin working at Geometrics and graduated with her Master’s degree in January of that same year. Those of you who have worked with Rebecca may remember having a piece of cake to celebrate her graduation later in 2015.

Hiking on a trail near Pacifica, California

In her current role, she is working on the software development for some of our upcoming electromagnetic instruments, the MetalMapper 2×2 and some software for our magnetometers. This is an important job, as these instruments are used in mineral and water exploration, as well as UXO exploration. We are seeing growth in these areas, and the work Rebecca is doing now may later be used to locate water in drought-stricken areas or minerals for use in electric cars.

But love for her work is only part of Rebecca’s life. On weekends you may find her volunteering at the Cantor Arts Center at Stanford or hiking near Pacifica. Rebecca is also an artist. She’s also a cat person, with two very happy cats named Gibbs and Humphrey. She told me that if she were stranded on a deserted island, she’d want her cats and her computer, and I agree that those are excellent choices. She’s also at home in the kitchen, whipping up pasta sauce and other delights for her fortunate friends.

So the next time you see Rebecca, stop and say hello. She just might invite you to dinner…

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SeaBird Exploration: Report of the Board of Directors concerning the EGM of 23 Oct 17

SeaBird Exploration: Report of the Board of Directors concerning the EGM of 23 Oct 17

Extraordinary General Meeting of 23 October 2017
Report of the Board of Directors relating to the exclusion of Pre-emption rights
1. Purpose of the Report
This report has been prepared and is being submitted by the Board of Directors of SeaBird Exploration Plc (the “Company”), pursuant to the provisions of section 60B of the Cyprus Companies’ Law, Cap. 13, as amended (the “Law”), in order to support the proposal for the approval by the shareholders, at the extraordinary general meeting to be held on 23 October 2017, at 11.00 a.m., of an exclusion of pre-emption rights, in connection with the proposed authorization to issue up to 15,692,544,855 additional ordinary shares in the Company.

The approval being sought, if granted, will remain in force until 30 June 2020.

2.  Background

2.1 The Company has been in a difficult financial situation and has entered into  arrangements for the restructuring of its debts and liabilities.

2.2  At an extraordinary general meeting held on 13 June 2017, the shareholders’ approved a  restructuring of the Company’s debt and the conversion of part of the Company’s  indebtedness into equity.

2.3  On 31 July 2017 the Board of Directors issued 54,389,711 additional shares in the Company  to some of its creditors, as partial conversion of its indebtedness into equity.

2.4  At an extraordinary general meeting held on 17 August 2017, the shareholders resolved that the authorized share capital of the Company be increased from US$ 6,800,000.00 to US$ 16,800,000.00 divided into 168,000,000 shares of a nominal value of US$ 0.10 each, for the purpose of securing additional funds to cover the Company’s immediate financial needs through the issue of further equity.

2.5 At an Extraordinary General Meeting of the Company held on 2 October 2017, the authorised share capital of the Company, previously in the amount of US$16,800,000.00 divided into 168,000,000 ordinary shares of US$0.10 each, was divided into (a) 157,500,000 ordinary shares of a nominal value US$0.1 each, and (b) 1,050,000,000 Class A Shares, of a nominal value of US$0.001 each. The shareholders authorised the board of directors to issue and allot the Class A Shares and waived their pre-emption rights.

2.6 The company has carried out a private placement of 1,000,000,000 Class A Shares in the Company, each with a nominal value of USD 0,001, at a subscription price of NOK 0.10.

3.  Purpose and justification for the proposal

3.1 The Board of Directors proposes and is considering the following two possible methods of  raising funds through the issue of further equity:

(a)  Offering of further shares to existing shareholders.

(b)  Offering of further shares to other investors.

3.2  The fundamental purpose for providing the Board of Directors with the authority to issue shares is to enable the Company, acting through its Board of Directors to utilize opportunities that arise in the marketplace, as they arise. This could take place in the form of mergers and acquisitions, refinancing, purchase of assets etc., in addition to incentivizing management and similar. An exclusion of the pre-emption rights of the existing shareholders would provide the Board of Directors with the required flexibility and the ability to use any of the above-mentioned methods of raising funds, in addition to the ability to act quickly when circumstances dictate that this is in the interests of the Company.  It is therefore in the interest of all shareholders and other stakeholders, considering all options available to the company, to provide the directors the flexibility needed to act promptly and to be instantly responsive towards the opportunities that might arise.

Not excluding pre-emption rights would impact the process of attracting funds needed by the Company quickly. The Board of Directors considers, under the current circumstances that, while due consideration to the interests of all shareholders and other stakeholders will be taken into account when determining the structure of a potential equity raise, it would neither be prudent nor in the interest of the shareholders to disregard any opportunity that might arise.
4.  Issue Price
As a formal matter, the nominal value of any share would be the minimum price at which a new share may be issued. In practice, the issue price in any equity transaction in the Company, regardless of structure, will be based on negotiations with the relevant investors and/or guarantors. Such negotiations will ordinarily be taking their basis in the listed price of the shares of the Company on the marketplace at the relevant time, and factoring in other relevant factors. The Board of Directors considers that the fixing of the price for the issue of any shares through concrete negotiations with a broad number of relevant prospective investors or guarantors based on the market price of the Company’s shares is the most reasonable and realistic method of fixing said price, as this is the price at which any prospective investor would likely be willing to buy. The Company is seeking to achieve the best price achievable for any new shares to be offered under any structure, under the prevailing market conditions.
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CGG: Independent appraisers report

CGG: Independent appraisers report – Prepared as part of the financial restructuring.

The report prepared by Ledouble SAS concludes as follows:

« Following our work on valuing CGG shares and reviewing the financial terms and conditions of the Transaction, based on the assumption that the CGG Group continues as a going concern in its current structure, we believe the salient points for the Shareholders are as follows:

The Transaction, which will equitize more than €1.8 billion of debt, meets an immediate need to reduce the Group’s indebtedness, which is essential if it is to continue as a going concern.

The Group’s continuation as a going concern is contingent on:

A recovery in business and an improvement in margins, in accordance with Management’s Business Plan forecasts; and

At least a partial refinancing in the future to meet payments falling due with respect to the non-equitized Secured Debt and the unsubordinated second lien New Notes to be issued.

As regards the value range resulting from our valuation and the subordination of Shareholders ranking them after the Creditors, it appears that the Shareholders would have potentially lose their entire investment without a financial restructuring which is essential to the continuity of the Group’s operations.

The subscription prices of €3.12 and €10.26 for the Reserved Capital Increases for the Creditors, respectively the Senior Noteholders and the CB holders, show a premium over our multi-criteria valuation of CGG.

The $375 million issue of high-yield New Notes governed by the laws of New York State will be accompanied by the allotment of three classes of Warrants with an exercise price of €0.01, exercise of which will increase the dilution of CGG Shareholders. All of the impacts of these New Notes are included in our analysis of the Shareholders’ position.

Based on the CGG valuation range, our analysis of the Shareholders’ interest, pre- and post-Restructuring, shows that:

The Shareholders will not lose value based on the valuations of CGG that include a Business Plan execution risk, which lead to negative pre-Restructuring equity values;

A valuation based on share price as of May 11, 2017 could result in a loss of up to 60% for the Shareholders due to the high share price relative to CGG’s intrinsic value.

The Rights Issue, at a subscription price of €1.56, shows a discount to the multi-criteria valuation of CGG based on Management’s Business Plan; the discount disappears if we assume a delay in achieving the Business Plan forecasts. Shareholders not wishing to subscribe to the offering will be able to sell their Rights.

Shareholders will receive Warrants that, albeit out of the money at present and therefore excluded from our analysis, have a long exercise period.

In view of the current situation and the intrinsic value of the Group, we are of the opinion that the Transaction taken as a whole is fair to CGG Shareholders. »

The report prepared by Ledouble SAS, appointed as independent appraiser to give an opinion on the fairness to the shareholders of the contemplated financial restructuring of CGG as a whole, is available on the website www.cgg.com. 

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Fugro: Boosts offshore wind projects in Taiwan

 

 

 

Fugro: Boosts offshore wind projects in Taiwan

Global experience at over 100 offshore wind farms has led to involvement for Fugro in the emerging offshore wind farm market in Taiwan.

Complementing its 30 years of experience offshore Taiwan, Fugro has completed geotechnical and geophysical surveys for feasibility studies, installation, commissioning and cost-effective operation of offshore wind farms in UK, European and North American waters. In 2016 it undertook the first geotechnical and geophysical survey and metocean study project in Taiwanese waters for a major offshore wind developer for engineering design and environmental impact assessment purposes.

Amongst Fugro’s successful projects in the region’s oil and gas sector is a large-scale clearance survey for an exploration 3D seismic survey programme. The survey was conducted with International Ocean Vessel Technical Consultant Co Ltd (IOVTEC), with whom the company has recently signed a memorandum of understanding (MoU).

Optimising their service offerings in marine site characterisation under this MoU, Fugro and IOVTEC will also install a lidar buoy to collect wind resource data off the Taiwanese coast in January 2018. In addition to its surveying activity, IOVTEC will provide logistic and operational support to Fugro’s offshore metocean projects.

The agreement will see the two companies cooperate on marine survey projects in the waters surrounding Taiwan, with IOVTEC expanding survey services in the country and Fugro providing fit-for-purpose technology, equipment and expertise.

“IOVTEC brings to the MoU its specialist skills in domestic hydrographic and bathymetric surveys for coastal mapping, government port and harbour agencies, dredging and marine contractors and offshore wind farm developers in Taiwan,” explains Jerry Paisley, Fugro’s Director for Marine Site Characterisation in the Asia Pacific region. “Fugro’s offshore wind experience around the world and IOVTEC’s local skills make for an ideal partnership in Taiwan’s rapidly developing offshore wind sector.”

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Spectrum ASA: Q3-17 Results

 

 

Spectrum ASA: Q3-17 Results

Summary
SPECTRUM GROUP
Quarter Quarter 9 months 9 months 12 Months
ended ended ended ended ended
30.09.17 30.09.16 30.09.17 30.09.16 31.12.16
(USD 1000) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Net operating revenue 17 014 20 447* 72 741 52 273* 86 852**
EBIT (5 827) (2 478) (9 153) (19 097) (19 048)
Net Profit / (Loss) (5 909) (3 985) (12 612) (22 807) (20 283)
Cash flow from operating activities 22 993 2 844 83 327 40 819 61 215
Investment in Multi-Client library 13 529 8 050 72 140 43 197 50 671
Multi-Client library Net book value 201 648 220 393 201 648 220 393 192 721
Cash and cash equivalents 10 670 14 882 10 670 14 882 15 827

* Includes other revenue related to tax credit in Brazil of MUSD 8.7 (*) and MUSD13.1 (**).

Q3-17 Highlights

  • Late sales in the quarter of MUSD 7.6 (201 6 : MUSD 9.7 )
  • Prefunding on Multi-Client investments in the quarter was MUSD 9.3 (2016 : MUSD 1.5 ) , primarily related to the Gabon and Argentina surveys.
  • Multi-Client investments were MUSD 13.5 with 69% prefunding rate (2016 : MUSD 8.1 with 19% prefunding)
  • Operational cash flow in Q3 was MUSD 23.0 (2016 : MUSD 2.8 )

9 months Highlights

  • Late sales YTD of MUSD 25.7 (2016: MUSD 23.0 )
  • Prefundin g on Multi-Client investments was MUSD 46.9 (2016: MUSD 16.2 ), substantial part related to the Gabon and Argentina surveys .
  • Multi-Client investments were MUSD 72.1 with 65% prefunding rate (2016: MUSD 43.2 with 37 % prefunding)
  • Operational cash flow was MUSD 83.3 (2016: MUSD 40.8 )

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Saudi Aramco: SEG Participation Signals Aramco’s Geophysical Excellence

 

 

 

Saudi Aramco: SEG Participation Signals Aramco’s Geophysical Excellence

Aramco also participated in two post-conference workshops, including hosting a special workshop featuring a presentation on innovative seismic acquisition technology.

The technical focus of SEG was rivaled this year by the recognition of the social contributions of applied geophysics throughout the world. The SEG Foundation’s Geoscientists without Borders supports humanitarian applications of geoscience around the world by helping communities facing environmental hardship and environmental disasters such as severe water shortages and threats of earthquakes and tsunamis. This was highlighted because the SEG conference was the first major conference to be held at the George R. Brown Convention Center in downtown Houston since hurricane Harvey – one of the costliest natural disasters in U.S. history – impacted the city.

Aramco served as a titanium sponsor and participated in the exhibition show floor with approximately 700 attendees stopping by the stand to hear in-booth presentations and learn more about the company.

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SDX Energy: Gas Discovery at KSR-14 Development Well, Morocco

 

 

 

SDX Energy: Gas Discovery at KSR-14 Development Well, Morocco

Following its spud announcement on 18 September 2017, SDX Energy Inc., the North Africa focused oil and gas company, has announced that a gas discovery has been made at its KSR-14 development well on the Sebou permit in Morocco (SDX 75% working interest).

The KSR-14 well was drilled to a total depth of 1,830 metres and encountered 20 metres of net conventional natural gas pay in the Guebbas and Hoot formations over four intervals. The initial results have exceeded pre-drill estimates, and work is currently underway to further evaluate the well’s accurate recoverable volume estimate.

Once the drilling rig has left the location, the Company expects that the well will be connected to the existing infrastructure and produced. The well is anticipated to be on production in approximately 30 days.

Paul Welch, President and CEO of SDX, comments, “This positive result follows the Company’s recent oil discovery at our West Gharib Concession in Egypt and demonstrates the real momentum developing across our portfolio. This outcome in Morocco is an excellent start to our nine well programme, where we are targeting an increase in our local gas sales volumes in Morocco by up to 50%. I look forward to reporting on the flow rates from today’s KSR-14 discovery and last week’s Rabul 2 discovery in the near term along with updating our shareholders on further progress on our South Disouq Development activities in due course.”

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CGG: Bankruptcy Extension Sought

 

 

 

CGG: Bankruptcy Extension Sought

CGG Holding filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including February 9, 2018 and April 10, 2018, respectively.

The motion explains, “Since the commencement of these chapter 11 cases less than four months ago, the Debtors have made extensive progress towards consummation of a plan of reorganization: they have successfully negotiated with their key constituencies regarding the terms of an agreed chapter 11 plan; they have filed the resulting plan and related disclosure statement, and all of the relevant exhibits, supplements and annexes thereto, with the Court; they have obtained this Court’s approval of their disclosure statement; and they have solicited votes on the plan from impaired creditors and received overwhelming acceptance thereof; and they have obtained this Court’s confirmation of the chapter 11 plan. All of this has been done in careful coordination with the Debtors’ affiliates, including their ultimate parent, CGG S.A., to ensure that the Debtors’ chapter 11 plan works in concert with the plan put forth by CGG S.A. in its concurrent restructuring proceeding in France to effectuate a single, integrated financial restructuring of the entire corporate group.”

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In addition, “Consistent with the basic premise of the Restructuring, the Debtors cannot consummate their Chapter 11 Plan and emerge from chapter 11 until and unless CGG S.A. is also ready to consummate its plan….In the meantime, the Debtors are taking all appropriate steps to manage their business operations while in chapter 11 and are working diligently to comply with the cash collateral budget and ensure they are able to pay their bills as they come due. As such, no creditor or party in interest will be prejudiced by the requested extension. Indeed, the Debtors’ requested extension of the Exclusive Periods is consistent with the timeframe envisioned by the parties at the outset of the Restructuring: The Lock-Up Agreement contemplates emergence in February 2018; and the cash collateral order entered by this Court similarly establishes a ‘Termination Date’ in February 2018.”

The Court scheduled a November 13, 2017 hearing on the extension motion.

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Chevron: Bight exit shows energy investment can’t be taken for granted

 

 

 

Chevron: Bight exit shows energy investment can’t be taken for granted

Chevron’s decision to not continue its Great Australian Bight exploration program is disappointing – for the wider Australian community who need new local energy supply, and for South Australians who would have benefitted from the activity.

APPEA’s Director South Australia Matthew Doman said success in the Bight would ease Australia’s reliance on imported oil and deliver the state much-needed new investment and jobs.

“Chevron has made clear its view that the resource potential of the Great Australian Bight remains significant but their decision is a reminder that much-needed investment in developing Australia’s energy resources cannot be taken for granted,” Mr Doman said.

“While several other companies continue to develop exploration plans for the Bight, the international environment for the oil and gas industry is challenging.

“With the oil price halving over the last three years, exploration activity around the world is at very low levels. Global exploration spending is expected to fall this year for the third year in a row to less than half 2014 levels.

“In Australia, onshore and offshore oil and gas exploration is at 30-year lows – due to difficult market conditions, escalating regulatory costs and political bans on energy development.”

Mr Doman said the economic and energy benefits of successful petroleum development in the Bight would be substantial.

He said any industry activity in the Bight would only proceed under the highest environmental standards, and only after wide community consultation and close scrutiny by the National Offshore Petroleum Safety and Environmental Management Authority (NOPSEMA).

“The industry will continue to work with local stakeholders and the wider community to build understanding of the benefits and impacts of offshore petroleum activity to South Australians,” Mr Doman said.

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