Issuance By CGGVeritas Of Bonds Convertible Into And/or Exchangeable For New Or Existing Shares (OCEANEs)

Regulatory News :

CGGVeritas (ISIN: FR0000120164 – NYSE: CGV) (Paris:GA) (NYSE:CGV) launched today the issuance of bonds convertible into and/or exchangeable for new or existing shares (“ OCEANEs”) due 1 ^st January 2019 (the “ Bonds”) 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 and 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 (the " Acquisition"), together with (i) the net proceeds of approximately €400 million from a share capital increase realised on 23 October 2012, (ii) a €225 million set-off with Fugro (in the context of the establishment of the Seabed Joint Venture) and (iii) 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.

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