CGG : Results of the Public Exchange Offer for 2019 OCEANE

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. 

Results of the Public Exchange Offer for 2019 OCEANE

Paris, 25 June 2015 - On 24 June 2015, the French financial authority (Autorité des marchés financiers, the "AMF") published the outcome of the simplified public exchange offer initiated by CGG for its outstanding bonds convertible into and/or exchange for new or existing shares due January 1, 2019 (ISIN code FR0011357664) (the "2019 OCEANE") (the "Offer").

By the end of the Offer period, opened between 1st June 2015 and 19 June 2015, 10,114,014 2019 OCEANE, corresponding to 90.3 % of the 2019 OCEANE still outstanding, were tendered to the Offer, meaning that the 50% threshold subject to which CGG reserved the right not to proceed with the Offer was reached.

In consideration for the 2019 OCEANE tendered to the Offer, CGG will issue 25,285,035 OCEANE due January 2020 (the "2020 OCEANE") at a parity of five (5) 2020 OCEANE offered for two (2) 2019 OCEANE tendered.

The 2020 OCEANE will have similar characteristics to those of the 2019 OCEANE, except for the annual interest increased to 1.75% (versus 1.25% for the 2019 OCEANE),  the par value set at € 12.86 (versus € 32.14 for the 2019 OCEANE) and the maturity extended to 1st January 2020 (versus 1st January 2019 for the 2019 OCEANE). The 2020 OCEANE will have an allotment ratio of one share per 2020 OCEANE, subject to any further adjustments. The characteristics of the 2020 OCEANE are described in the offer document which was approved by the AMF on May 28, 2015 under visa No. 15-230.

The settlement of the Offer will occur on 26 January 2015 and it is expected that the 2020 OCEANE will begin trading on July 1, 2015 under ISIN code FR0012739548.

1,086,981 2019 OCEANE remain outstanding, corresponding to 9.7 % of the number of 2019 OCEANE initially issued.

About CGG

CGG (www.cgg.com:
http://www.cgg.com) 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 divisions of Equipment, Acquisition and Geology, Geophysics & Reservoir (GGR), CGG brings value across all aspects of natural resource exploration and exploitation.
CGG employs over 8,500 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).
PRESS CONTACT

IMPORTANT NOTICE

This press release has been prepared for information purpose only. This press release is not an offer to the public, and shall not be distributed in any jurisdictions, except France. The distribution of this press release may be subject to legal and regulatory restrictions in certain jurisdictions. Consequently, any person in possession of this press release is required to inform him or herself about any applicable legal restrictions and to comply with them. The Company disclaims any liability should anyone located outside France violate any local laws applicable.

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 2020 OCEANE  requiring a publication of a prospectus in any Relevant Member State. As a result, the 2020 OCEANE 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 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) per Member State; 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 2020 OCEANE" in relation to any 2020 OCEANE 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 2020 OCEANE to be offered, thereby enabling an investor to decide to purchase or subscribe for the 2020 OCEANE, 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.

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 2020 OCEANE and, if applicable, the shares of CGG 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.

United States of America

This press release does not constitute or form a part of any offer or solicitation to purchase for securities in the United States of America and has not been submitted to the Securities and Exchange Commission of the United States of America. The 2020 OCEANE (and the underlying shares) may not be offered or sold in the United States of America or for the account or benefit of U.S. persons, except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act or the law of the above states. CGG 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.

Canada, Australia and Japan

The 2020 OCEANE may not and will not be offered, sold or purchased in Canada, Australia or Japan.

The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this press release does not constitute an offer of securities for sale in Canada, Australia or Japan.