1 scan geophysical asa private placement and secondary sale of shares may 2007 strictly private and...

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1 S C A N SCAN Geophysical ASA Private Placement and Secondary Sale of Shares May 2007 Strictly Private and Confidential Solely for review in connection with the Private Placement of Shares – not for reproduction or distribution. The information contained herein may be subject to change without prior notice. Please note that this is not an offering document.

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1

S C A N

SCAN Geophysical ASA

Private Placement and Secondary Sale of SharesMay 2007

Strictly Private and Confidential

Solely for review in connection with the Private Placement of Shares – not for reproduction or distribution. The information contained herein may be subject to change without prior notice. Please note that this is not an offering document.

2

S C A N

This presentation has been produced by SCAN Geophysical ASA (the “Company” or “SCAN Geophysical”) with assistance from Pareto Securities ASA and DnB NOR Bank ASA, solely for use at the presentation to investors held in connection with the proposed offering of shares by the Company and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading.

This document contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, Pareto Securities ASA or DnB NOR Bank ASA or any of their parent or subsidiary undertakings or any such person’s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY’S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS.

SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.

No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company, Pareto Securities ASA or DnB NOR Bank ASA or any of their parent or subsidiary undertakings or any such person’s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document.

By attending or receiving this presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company’s business.

This presentation is confidential and is being communicated in the United Kingdom to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (such persons being referred to as “investment professionals"). This presentation is only directed at qualified investors and investment professionals and other persons should not rely on or act upon this presentation or any of its contents. Any investment or investment activity to which this communication relates is only available to and will only be engaged in with investment professionals. This presentation (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding an investment professional’s advisers) without the prior written consent of Pareto Securities ASA, DnB NOR Bank ASA and the Company.

This presentation and the information contained herein do not constitute an offer of securities for sale in the United States and are not for publication or distribution to U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)). The securities proposed to be offered in the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act.

This presentation speaks as of 2 May 2007. Neither the delivery of this presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

Disclaimer

3

S C A N Investment Case

• An international seismic company with a modern, high quality fleet– Streamer seismic since 2005– 3 vessels in operation in Q3 2007– 6 vessels in operation in Q3 2008– 3 state of the art purpose built 8-10 streamer vessels with ultra high streamer

capacity

• Full scale data acquisition company - offering 2D, 3D, 4D and processing services

– Streamer acquisition within 2D, 3D and 4D– High resolution capabilities with 10 streamers– Long offset with 10 km streamer capabilities– Multi-azimuth and wide azimuth capabilities

• Expansion strategy– Multi Client seismic - has started recruitment of key employees with MC experience– Shallow Water seismic - has developed a low cost concept based on OBC* –

end 2008/09

• Experienced and strong management– Strong management team with 250 years of seismic experience– Management controls approx. 20% of the shares, including share option program

*Ocean Bottom Cables

4

S C A N

• Price range: NOK 26 – 32• Total # of shares offered: 18 mill.

– New shares: 6-8 mill.– Existing shares: Up to 10 mill.

• Norvestor IV LP: 9.5 mill. shares• Lars Johan Frigstad through Loyd AS:

440.000 shares• Patrick Pitaud through Geolistic Inc.: 60.000

shares

• Total offering: NOK 468 – 576 mill.• Total # of shares post offering: 88 –

90 mill.*– Convertible bond: 7.5 mill. shares– Option program: 5.08 mill. shares

allocated**

• Pre money valuation: NOK 2,132 – 2,624 mill.

• Minimum subscription and allotment minimum NOK equivalent of EUR 50.000

• Closing at 4 pm 11 May 2007, Oslo Time

– The Board of SCAN reserve the right to shorten or extend the closing date at any time on its own discretion

• Allocation on or about 14 May• Delivery vs. payment on or about

14 May• The listing to be decided at the Oslo

Børs board meeting on the 23 May• Use of proceeds

– NOK 130 mill. capex seismic equipment– NOK 60 mill. in free cash (covenant

related to sale lease-back Ship Finance)

– Exceeding amount for additional streamer capacity***/other business opportunities

Term Sheet and Use of Proceeds

*A further 2-4 million shares will be offered in the retail tranche before the listing. Following that the total number of shares will be 92 mill.

**All options are in the money

***Current streamer investments for the new buildings based on 8 x 6 km streamer configuration – the vessels have potential capacity of 8 x 10 km

5

S C A N

Source Recording

OBC Nodes

streamer

Air-gun

Liquids (P-waves)

Hydrophone Geophones

1 2 3 4

2C 4C

3D

2D

3D + time = 4D

• Existing business– 2D and 3D seismic with streamers– 4D seismic with streamers

• Expanding into– High resolution/wide azimuth/multi azimuth streamers– Shallow Water Seismic (SWS) OBC– 2C/4C capabilities with SCAN’s Ocean Bottom Stations nodes

SCAN’s Seismic Spectrum – Data Acquisition

6

S C A N

TZ Land

streamer

OBC

land cable

Deep water SW

Overview of Seismic Acquisition

7

S C A N

2D 3D

Low-End 2D

1 str x 6-8.000 m

High-End 2D

1 str. x 9-12.000 m

Small-Size 3D≤ 500 km2

3 str. x 4.500m+

Medium-Size 3D≤ 1.000 km2

6 str. x 6.000m+

Large Survey 3D≥ 1.000 km2

8 - 16 str. x 6.000m+

SCAN’s Streamer Strategy focuses on attractive Segments

• One vessel in the high-end 2D market with long offset and high shooting capacity

• One vessel with operational flexibility within both high-end 2D and small size 3D

• One vessel in the medium size 3D market with 4 streamers• Three new buildings for large size 3D surveys with long offset capacity (10 km)

8

S C A N

PARTNERS

SEISMIC SERVICES

S C A N

OIL FIELD DEVELOPMENT – OIL COMPANIES

Exploration Appraisal Development Production

Acquisition Processing Interpretation Data Mgmt Field Developm

• SCAN is focused on efficient data acquisition services – high margins• Processing services offered through partners• SCAN’s services relate to both Exploration & Production budgets

Value Chain Focus – Data Acquisition

9

S C A N

• Contracts directly with Oil companies (proprietary work)– Short term contracts 1-12 months– Stringent requirements to equipment, vessels, organisation and QHSE – Higher prices than for longer contracts and non-proprietary work

• Contracts with other seismic companies (non-proprietary work)– Short term to long term contracts– Normally Multi Client work for the seismic company– Normally lower prices than for proprietary work

Focus on Contracts Directly with Oil & Gas Companies

SCAN’s core focus

10

S C A N

• Contract seismic– Fixed prices pr km² - or fixed rates pr day– No financial risk– No data ownership

• Multi Client seismic (MC)– Production partly on own risk, depending on clients’ level of pre-funding– Ownership to the data– The data can be sold several times to different clients with significant higher upside

potential

– SCAN has personnel with MC experience and has started to build a dedicated team for MC– SCAN will define and plan MC projects during 2007, initially 2D projects– SCAN plans to use own or external vessel capacity for MC surveys during 2008– SCAN plans a minimum level of pre-funding of 50%+ for its projects

• Shallow Water Seismic (SWS)– SCAN aims to become a world leading player within SWS, with first crew end 2008/2009– Marine seismic in between land & streamer coverage, from 1m water depth– Higher operational challenges and risks than for streamer operations - significant profit

potential

SCAN is expanding its Business Model

SCAN’s current focus

Expansion strategy

Expansion strategy

11

S C A N

• Over the past years SCAN has developed a concept– For efficient Shallow Water Seismic data acquisition– With improved cost flexibility and profitability

• What is Shallow Water Seismic (SWS) ?– Marine seismic in between land & streamer coverage, from 1m water depth– Higher operational challenges and risks than for streamer operations - significant profit

potential– Has so far represented a niche market - no efficient industrial standards have yet been

set• SCAN aims to become a leading player

• SCAN will set a new industrial standard – A new tailor-made ocean bottom cable

(OBC) – Small purpose built seismic vessels – A full range 1-300m coverage

• No CAPEX commitments needed before start-up contracts are secured

Shallow Water Seismic – an additional Business Opportunity

Illustration from Sercel; the OBC to be used for SWS

12

S C A N

• Lars Johan Frigstad • Stephane Touche• Arne Ottdal• Kjell Karlsson• Kevin Stiver• Jean-Yves Beninger• Alf Hesthag• Pål Slaatsveen• Keith Prior • Patrick Pitaud• Tove Presterud

- VP QHSE – ex Seabird (8 years +37mar)

- CEO – ex PGS - seismic experience: (13 years)

- COO – ex CGG (15 years)

- Technical Supervisor – ex Western (29 years)

- VP Shallow Water – ex CGG (30 years)

- VP Sales & Marketing – ex Geco, PGS and CGG (35 years)

- VP Sales & Mark. Am. – ex Geco, PGS and Veritas(CGG) (26 years)

- VP Operations – ex Geco and Fugro (25 years)

- Vessel Manager – ex Geco and PGS (26 years)

- CFO – ex Telenor (Telecom)

- VP Sales & Mark. Asia – ex CGG (22 years)

President & CEOLars J. Frigstad

SVP & COO VP QHSE QHSE AssistantStephane Touche Arne Ottdal Ann Marte Moen

VP CFO HR Manager VP Sales&Market. VP Operations VP Technics VP SWSTove Presterud Bente Melcher Kjell Karlsson Alf Hesthag TBA Patrick Pitaud

Fin. Controller Legal Councel HR Assistant Sales&Mark. Am. Vessel Manager Technical Superv. Crew Change/Log. Techn. Eng. SWSJorunn Mørk Patrick Murphy Alexandra Bihr Kevin Stiver Pål Slaatsveen Keith Prior Ann Kristin Brekke Pierre Corre

Accountant Office Manager Sales&Mark. FE Op. Supervisor Instrument Eng. CrewingØyvind Thorsen Monika Minge Jean-Y. Beninger René Wallach Jean F. Gauvin Victor Mironenko

Accountant Op. Supervisor IT CrewingHedy Elaine Sveia Tore Arstad Astrofarm Katerina Razina

Accountant Logistics Manager Processing Eng.Helena Stubberud TBA Largeo (Moscow)

Positioning Eng. Purchasing Man.Geograf Annette Ruud

Key Administration – 250 years of Seismic Experience

13

S C A N

• Trond Bjørnøy

• Heidi M. Petersen

• Nils Trulsvik

• Lars Grinde

• Ninette Banoun*

* Suggested as new Board Director on the Annual General Meeting on May 2, 2007

- Partner Norvestor - former Chairman of PGS

- Director Rambøll Oil & Gas - Board Director of DnBNOR and Aker Kværner

- Partner Norvestor - former Board Director of PGS

- Manager Gjensidige Forsikring - former Senior Gas Consultant TOTAL Norge

- CEO of InterOil - former Managing Director of Nopec

Board of Directors – Experience & Entrepreneurship

14

S C A N

• Capacity range: High End 2D – Large Size 3D– All the new buildings will have the highest 8 streamer capacity in the market –

long offset– Scan Stigandi the most modern 2D vessel in the market – high source/streamer

capacity– Streamer capacity up to 380 km during 2008 – implying up to 9% market share

SCAN has a modern and diversified Streamer Fleet

High-end 2D Small-Size 3D Medium-Size 3D Large-size 3D

Built 1982/2005 2002/2007 1983/2006 2008

Conversion Conversion Purpose built Purpose built

Streamers 3D 3 x 6 km 4 x 6 km 8 x 10 km

2D 12 km 12 km 12 km

Charter TC 3 yrs + 3 x 1 TC 10 yrs + 10 x 1 TC 3 yrs + 3 x 1 BB 12 yrs + purch. opt. y 6/10/12

M/V Scan ResolutionM/V Scan StigandiM/V Geo Searcher M/V Scan Finder

M/V Scan Hunter

M/V Scan Superior

15

S C A N

• Among the highest capacity in the market for 8 streamer vessels– Winch capacity of 10 km streamers on each winch– 10 streamer capacity for high resolution seismic– Suitable for wide azimuth and multi azimuth acquisition– Purpose built design – with noise reduction

The New Buildings – State of the Art – for the Future

16

S C A N

• The project management improved at the ABG Shipyard– Delivery dates January 31, April 30 and July 31 (+ 45 days pending agreement

with yard)– A professional Project Management team on site and in Norway– Ship Finance and V.Ships add substantial experience to the project team

SCAN Geophysical ASA - Ship Finance (new vessel owner)- Stephane Touche- Keith Prior - V.Ships (new ship manager)

Polarkonsult - Thommessen (lawfirm - legal advice)- Sigmund Sorensen (Project Manager - Norway/India)- Frank Johnsen (ABG Surat)- Kishore Bedekar (ABG Surat)

SurveyorsHull - Machinery/Piping - Nautic - Electric - Automation SeaTech (Design Bureau, Singapore)

ABG Shipyard (Mumbai & Surat)

Strong Project Management in Place for the New-Buildings

17

S C A N

• Working for Pakistani authorities/GEMS Geo Searcher set production record with

– An average of 177 km production pr day during the survey– 232 km production in 24 hours, touching maximum possible production– Production rates pr day in Q1 of USD 70,000

• Scan Resolution has achieved stable and good production– Working for Numhyd, TGS Nopec and Chevron since start-up in 2006– Production rates pr day in Q1 of USD 120,000– Production rates for 2007 and 2008 seems to be up to 10% higher

• New buildings to be marketed from 3Q 2007– SCAN is experiencing that the new buildings already are attractive to oil

companies– Revenues in 2008 is expected to be around USD 220,000 pr day in average– market rates for 2009 are expected to continue at this level

SCAN has achieved good Rates and high Productivity

18

S C A N

2007 2008April May June July Aug Sept Oct Nov Dec Jan Feb March April May June July Aug Sept

Geo Searcher

Scan Resolution

Scan Stigandi

Scan Superior

Scan Finder

Scan Profile

Conversion Halifax, Canada

Building ABG India

Building ABG India

Building ABG India

SE Asia

Caribbean 3D

North S. 3D

E

Carribean 3D Carribean 2D

Pakistan

2 x Caribbean 2D

Transit North Sea

Dry Dock

Atlantic 2D & 3D

Sri Lanka

Venezuela 3D

SE Asia

SCAN has an attractive Backlog Schedule

• Large backlog with strong rates

• New buildings to be marketed from 3Q 2007– SCAN is experiencing that the new buildings are highly attractive to oil companies

19

S C A N

SCAN offices/representations

Main areas targeted for marketing and operations

West Africa

South America

GoM

North Sea

Middle and Far East

SCAN operates in a broad geographical Range

20

S C A N

• Since the start of its operations SCAN has already been awarded work by:

• Due to its track record and QHSE level SCAN has been invited to submit tenders for:

Numhyd a.r.l نوميد

SCAN already accepted by the major Oil and Gas Companies

21

S C A N

Source: Pareto Securities, Johns, Vito, Clark, Sarmiento. Multicomponent OBC (4C) prestack time imaging: Offshore Trinidad. SEG Abstracts, 2006

The new Demand Driver is Imaging

22

S C A N

• The following are driving the oil & gas companies for better imaging:– Stressed reserves and production profiles– Limited access to new acreage

• For 3D streamer seismic there is a significant need for more streamer capacity:– High resolution 3D (SCAN can operate 10 streamers with reduced spread)– Longer streamers (SCAN can operate 10km streamers!)– 4D (SCAN can operate 8-10 streamers)– Wide Azimuth (SCAN can operate 8-10 streamers)– Multi Azimuth (SCAN can operate 8-10 streamers)

• The relationship streamers/demand will not be 1:1 – but probably more like 1:2

The New Demand Driver is Imaging

23

S C A N New Fundamental and Structural Drivers

-5 %-4 %-3 %-2 %-1 %0 %1 %2 %3 %4 %5 %

2001 2002 2003 2004 2005 2006

0 %

20 %

40 %

60 %

80 %

100 %

120 %

140 %Prod. Growth l.h.s.

RRRs r.h.s.

• Low reserve replacement ratio (RRR) fuels exploration

• Drive for improved and new technologies to find more oil and exploit existing reserves

• Limited access to oil-rich regions like Russia, Middle East etc. also requires better technology in more accessable areas

Sample: Exxon, Shell, BP, Total, Chevron, NCS. Adjusted for TNK and Unocal acquisitions

Source: Pareto Securities, Offshore Research, PGS

24

S C A N

0

100

200

300

400

500

600

1999 2000 2001 2002 2003 2004 2005 2006 2007E 2008E 2009E

Streamers worldwide

*6+ streamers 3D vessels

Source PGS, Pareto NY conference 07

86% increase from 1999

Total 3D Streamers* worldwide

25

S C A N

0

10

20

30

40

50

60

70

1999 2000 2001 2002 2003 2004 2005 2006 2007E 2008E 2009E

Vessels*

*6+ streamers 3D vessels

Source PGS, Pareto NY conference 07

19% increase from 1999

Total 3D Vessels worldwide

26

S C A N

*6+ streamers 3D vessels

Source: Pareto Securities, PGS, Pareto NY conference 07

The 2009-2010E number only include firm newbuilds, not options

0

10

20

30

40

50

60

70

80

2006 2007E 2008E 2009E 2010E

0

10

20

30

40

50

60

70

80

Contract demand Multi client # vessels

# vessels # vessels

3D Market Balance is tight – Demand Surplus*

27

S C A N

0

5

10

15

20

25

Source: Pareto Securities

Total 3D/2D seismic fleet

SCAN is becoming a significant Player

28

S C A N Investment Case

• An international seismic company with a modern, high quality fleet– Streamer seismic since 2005– 3 vessels in operation in Q3 2007– 6 vessels in operation in Q3 2008– 3 state of the art purpose built 8-10 streamer vessels with ultra high streamer

capacity

• Full scale data acquisition company - offering 2D, 3D, 4D and processing services

– Streamer acquisition within 2D, 3D and 4D– High resolution capabilities with 10 streamers– Long offset with 10 km streamer capabilities– Multi-azimuth and wide azimuth capabilities

• Expansion strategy– Multi Client seismic - has started recruitment of key employees with MC experience– Shallow Water seismic - has developed a low cost concept based on OBC* –

end 2008/09

• Experienced and strong management– Strong management team with 250 years of seismic experience– Management controls approx. 20% of the shares, including share option program

*Ocean Bottom Cables

29

S C A N

SCAN Geophysical ASA

Rådhusgaten 230158 Oslo

NorwayTel: + 47 24 11 10 00Fax: + 47 24 11 10 10

E-mail: [email protected]

30

S C A N

• A number of risk factors may adversely affect the Company. Below is a brief summary of some of the most relevant risk factors. The risks described below are not exhaustive, and other risks not discussed herein may also adversely affect the Company.

• Economic, Political and Legal Risk: The Company is exposed to the economic cycle and macro economical fluctuations, since changes in the general economic situation could affect demand for the Company’s services, fee levels and the value of Company’s assets. Changes in legislation and fiscal framework governing the activities of the Company could have material impact on the Company’s operations and financial results. The Company may be exposed to legal claims from authorities, customers or other third parties. No assurance can be given regarding the outcome of any such claim.

• Operating Risks: There will always be operational risks involved in performing offshore seismic surveys. This includes among others un-expected failure or damage to vessels and technical equipment. These risks may cause business interruptions, equipment damage, pollution and environmental damage.

• Market Risk: The demand for the Company’s services, including offshore geophysical services, will depend on the conditions in the oil and gas industry, the Company’s business will among others depend on the level of capital spending by oil and gas companies, such expenditures tending in the past to follow trends in prices of oil and gas. The prices of oil and gas have fluctuated widely in recent years, and demand for exploration and production has historically been volatile and closely linked to the prices of oil and gas.

• Competition: The seismic industry is highly competitive, and the Company faces the free competition in the geophysical market. Although the Company considers itself to be well positioned in the market, no assurance can be given with regard to future competition in this market.

• Environmental Regulation: The Company’s operations are subject to numerous national and international environmental, health and safety regulations, including, inter alia, requiring cleanup of environmental contamination, requirement of certification or licenses, health and safety regarding operation of the vessels or otherwise relating to the protection of human health and the environment. Amendment, curtailing and/or modification of such existing regulations, or the adoption of new regulations, may affect the operation results or financial conditions of the Company.

• Volatility of Prices: Any investment in the Company’s Shares is associated with an element of risk, and the price of the Company’s Shares may be subject to significant fluctuations caused by a number of factors, many of which may be outside the Company’s control and independent of its operational and financial development.

• Dependence on Key Personnel: The development and prospect of the Company are dependent on its access to technically qualified personnel, in particular key management positions, geological specialisation, and sales and marketing. Currently, the seismic markets demand for personnel are increasing, and there are certain risks associated with wage levels for qualified personnel in such market environments. The loss of senior management or key personnel may have an adverse impact on the Company’s operating results and financial condition.

• Currency and Liquidity Risks: The Company considers its exposure to exchange rate fluctuations and currency risk to be limited since all revenues and the majority of its expenses are denominated in USD. Notwithstanding, fluctuating foreign exchange rates may affect the results of operations when costs are incurred in currencies other than USD.

• Enforceability of Civil Liabilities: The Company is a limited liability company organised under the laws of Norway. The directors of the Company and executives and certain of the experts named herein, reside in Norway, France, Venezuela and other countries. As a result, it may not be possible for investors to affect service of process in other jurisdictions upon such persons or the Company or to enforce judgments on such persons or the Company in other jurisdictions.

• Taxation Risks: The Company’s and/or its subsidiaries’ own activities will to a large extent be governed by the fiscal legislation of the jurisdictions where it is operating, as its activities in most cases will be deemed to form a permanent establishment according to the tax laws of those countries. Thus, the Company is exposed to a material risk regarding the correct application of the tax regulations as well as possible future changes in the tax legislation of those relevant countries.

• Other risks: For reasons relating to foreign securities laws or other factors, certain foreign investors/shareholders may not be able to participate in a new issuance of shares or other securities. If such shareholders are unable to participate in future offerings, the shareholders’ percentage shareholding may face dilution as a result.

Risks

31

S C A N

• 08/2005 – Started first streamer vessel “Geo Searcher”

• 10/2005 – Norvestor new main shareholder – founding investor of PGS

• 06/2006 – Purchased 3 high capacity 8-10 streamer vessels new-builds

• 06/2006 – Completed a share issue of USD 50 mill. at NOK 13 pr share

• 07/2006 – Listed on the Norwegian OTC list, traded at NOK 13,50

• 07/2006 – “Scan Resolution” commenced 3D operation with 4 streamers

• 07/2006 – Purchased “SCAN Stigandi” to be a 3 streamer 3D vessel

• 10/2006 – USD 30 mill. sub.ord. convertible bond issue at 7% and conv. at NOK 27

• 03/2007 – Sale lease back transaction of USD 210 mill. with Ship Finance

• 05/2007 – Private placement

• 05/2007 – IPO and planned listing in Oslo

SCAN History

32

S C A N

• SCAN has in addition issued a convertible bond of NOK 202.5 million convertible into 7.5 mill. shares at NOK 27 per share

• The company has an option program to management and employees on a total of 6.95 mill. options whereof 5.08 mill. options have been allocated

• The total number of shares including the convertible bond and the allocated options are 88,895,200

SHAREHOLDER SHARES %NORVESTOR IV L.P. 29 084 900 35,5 %JONATAN AS 8 588 930 10,5 %LOYD AS 8 341 200 10,2 %PARETO AKSJE NORGE 4 110 000 5,0 %MAWELLA PTE. LTD. 3 715 500 4,5 %CREDIT SUISSE SECURI SPECIAL CUSTODY A/C 3 023 000 3,7 %UGCON LTD 1 876 600 2,3 %BEAR STEARNS PRIVATE 1 868 600 2,3 %PARETO AKTIV 1 829 100 2,2 %BEAR STEARNS SECURIT A/C CLEARING ACCOUNT 1 530 200 1,9 %MUSLIK AS 1 401 800 1,7 %BANK OF NEW YORK, BR BNY GCM CLIENT ACCOU 1 377 594 1,7 %GEOLISTIC INC. 1 150 300 1,4 %MILLENNIUM GEO-VENTU 1 121 800 1,4 %NORDEA BANK PLC FINL CLIENTS ACC 974 000 1,2 %JKL-HOLDING AS 937 500 1,1 %GOLDMAN SACHS INTERN EQUITY NONTREATY CUS 864 106 1,1 %BEAR STEARNS SECURIT A/C CUSTOMER SAFE KE 800 000 1,0 %BRUHEIM BJARTE 745 600 0,9 %LA MANI AS 658 468 0,8 %TOTAL 20 LARGEST 73 999 198 90,3 %OTHERS 7 946 002 9,7 %TOTAL # SHARES 81 945 200 100,0 %

Shareholder Structure and total # Shares

Harald Sætvedt
oppdater med opsjoner

33

S C A N

• The seismic market has returned since the doldrums entering this decade• MC investments is also seeing a sharp recovery. This will absorb a lot of

tonnage

0

1 000

2 000

3 000

4 000

5 000

6 000

7 000

8 000

19

97

19

98

19

99

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

E

20

08

E

Total Seismic Revenue*

Companies: CGGVeritas, WG, PGS and TGS

Source Pareto Research, PGS, Pareto NY conference 07

All seismic segments

0

200

400

600

800

1000

1200

1400

20

01

20

02

20

03

20

04

20

05

20

06

20

07

E

Total MC Investments*

The global Seismic Market

34

S C A N

Figures in NOK Q1 2007 Q1 2006 2006 2005

Revenues Sales revenue 101 574 785 24 828 586 172 910 236 28 904 524 Other revenues 621 127 - 600 338 - Total revenues 102 195 912 24 828 586 173 510 574 28 904 524

Operating expenses

Vessel Operating costs 58 312 945 18 885 632 135 911 963 33 055 123 Payroll costs 16 764 909 3 294 602 25 305 308 1 319 949 General & Administration costs 12 298 530 6 607 130 19 323 908 8 659 960 Depreciations and writedowns 6 551 112 2 457 929 39 789 937 14 474 775 Total operating expenses 93 927 496 31 245 293 220 331 116 57 509 807

Operations profit/loss 8 268 416 (6 416 707) (46 820 542) (28 605 283)

Financial revenues and expenses Financial revenues 7 410 968 116 409 11 648 638 185 993 Financial expenses (7 533 156) (225 924) (3 348 655) (2 452 150) Total financial items (122 188) (109 515) 8 299 983 (2 266 157)

Share of profit from associated companies - - - -

Profit/loss before tax 8 146 228 (6 526 222) (38 520 559) (30 871 441)

Tax on profit 2 767 692 (1 827 342) 639 136 (9 111 791)

Profit/loss for the year 5 378 536 (4 698 880) (39 159 695) (21 759 650)

Earnings per share:Ordinary 0,07 (0,10) (0,94) (116) Diluted 0,06 (0,10) (0,94) (116)

Income Statement

35

S C A N

Figures in NOK 1Q 2007 2006

ASSETSFixed assetsDeferred tax asset 17 275 384 15 301 268 Tangible fixed assets 234 384 660 239 011 332 Vessels under construction 79 413 001 71 508 966 Investment in associated companies 505 000 505 000 Prepayments 278 542 471 175 003 082 Total fixed assets 610 120 517 501 329 648

Current assetsStock 12 221 280 5 699 690 Accounts receivable and other receivables

82 322 740 54 930 349

Cash and cash equivalents 190 170 924 197 643 588 Total current assets 284 714 945 258 273 627

Total assets 894 835 461 759 603 275

Figures in NOK 1Q 2007 2006

EQUITY AND LIABILITIESEquityShare capital 81 945 200 81 945 200 Share premium 292 007 019 292 779 900 Other called-up and fully paid share capital

27 888 567 27 245 520

Retained earnings 5 378 536 Total equity 407 219 322 401 970 620

LIABILITIESLong-term liabilitiesLoans 236 694 737 229 671 710 Total long-term liabilities 236 694 737 229 671 710

Short-term liabilitiesShort-term interest-bearing liabilities 41 829 637 44 978 775 Tax payable 206 144 617 2 331 138 Trade creditors and other short-term liab. 2 331 148 80 651 032

Total short-term liabilities 250 305 402 127 960 945

Total liabilities 487 000 139 357 632 655

Total equity and liabilities 894 219 462 759 603 275

Balance Sheet

36

S C A N

Figures in NOK 1Q 2007 1Q 2006 2006 2005Cash flow from operating activities Profit/loss before tax 8 148 734 (5 142 580) (38 520 559) (30 871 439)Taxes paid during period 162 743 (6 948 861) - Profit/loss on sale of fixed assets - - (600 338) - Ordinary depreciations 12 298 530 6 607 130 37 874 057 4 415 991 Writedowns of fixed assets 3 993 411 1 383 642 1 915 880 10 058 784 Effect of expenses and conversions for share options (6 521 590) (443 638) 3 144 337 - Changes in stocks (27 557 640) (13 909 730) (4 158 468) (1 541 222)Changes in accounts receivable 125 493 586 7 118 169 (26 736 872) (6 378 035)Changes in trade creditors (733 582) 53 367 189 12 361 619 Changes in other liabilities (receivables) - - (8 854 569) 3 968 135 Net cash flow from operating activities 116 017 774 (4 387 007) 10 481 796 (7 986 167)

Cash flow from investment activitiesPayments for sales of fixed assets - - 7 174 725 - Payments/ advance payments for purchase of fixed assets (119 115 283) (10 164 420) (434 039 170) (112 281 424)Payments for purchases of shares and units in other companies - - (505 000) - Net cash flow from investment activities (119 115 283) (10 164 420) (427 369 445) (112 281 424)

Cash flow from financing activitiesPayments on new long-term liabilities 236 806 419 42 708 473 Payments on new short-term liabilities 5 657 802 7 597 972 28 275 026 - Repayment of long-term liabilities (10 032 957) - (3 376 883) - Payment of equity - 25 987 540 331 759 589 97 959 501 Net cash flow from financing activities (4 375 155) 33 585 512 593 464 151 140 667 974

Net cash flow for the period (7 472 664) 19 034 085 176 576 502 20 400 383 Cash and cash equivalents at beginning of period 197 643 588 21 067 086 21 067 086 666 703 Cash and cash equivalents at end of period 190 170 924 40 101 171 197 643 588 21 067 086

Which consists of Bank deposits etc. 190 170 924 40 101 171 197 643 588 21 067 086

Cash Flow