1 / 36

SCAN Geophysical ASA Private Placement and Secondary Sale of Shares May 2007

Strictly Private and Confidential. SCAN Geophysical ASA Private Placement and Secondary Sale of Shares May 2007.

ham
Download Presentation

SCAN Geophysical ASA Private Placement and Secondary Sale of Shares May 2007

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript

  1. Strictly Private and Confidential • SCAN Geophysical ASA • Private Placement and Secondary Sale of Shares • May 2007 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. Disclaimer 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.

  3. 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. Term Sheet and Use of Proceeds • 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 *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. SCAN’s Seismic Spectrum – Data Acquisition • 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 Liquids (P-waves)

  6. Overview of Seismic Acquisition land cable streamer OBC Deep water SW TZ Land

  7. 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) 2D 3D Small-Size 3D ≤ 500 km2 3 str. x 4.500m+ Medium-Size 3D ≤ 1.000 km2 6 str. x 6.000m+ High-End 2D 1 str. x 9-12.000 m Large Survey 3D ≥ 1.000 km2 8 - 16 str. x 6.000m+ Low-End 2D 1 str x 6-8.000 m

  8. Value Chain Focus – Data Acquisition • OIL FIELD DEVELOPMENT – OIL COMPANIES • SCAN is focused on efficient data acquisition services – high margins • Processing services offered through partners • SCAN’s services relate to both Exploration & Production budgets Exploration Appraisal Development Production • SEISMIC SERVICES PARTNERS Acquisition Processing Interpretation Data Mgmt Field Developm

  9. Focus on Contracts Directly with Oil & Gas Companies • 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 SCAN’s core focus

  10. SCAN is expanding its Business Model SCAN’s current focus • 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 Expansion strategy Expansion strategy

  11. Shallow Water Seismic – an additional Business Opportunity • 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 Illustration from Sercel; the OBC to be used for SWS

  12. Key Administration – 250 years of Seismic Experience • Lars Johan Frigstad • Stephane Touche • Arne Ottdal • Kjell Karlsson • Kevin Stiver • Jean-Yves Beninger • Alf Hesthag • Pål Slaatsveen • Keith Prior • Patrick Pitaud • Tove Presterud - CEO – ex PGS - seismic experience: (13 years) - COO – ex CGG (15 years) - VP QHSE – ex Seabird (8 years +37mar) - VP Sales & Marketing – ex Geco, PGS and CGG (35 years) - VP Sales & Mark. Am. – ex Geco, PGS and Veritas(CGG) (26 years) - VP Sales & Mark. Asia – ex CGG (22 years) - VP Operations – ex Geco and Fugro (25 years) - Vessel Manager – ex Geco and PGS (26 years) - Technical Supervisor – ex Western (29 years) - VP Shallow Water – ex CGG (30 years) - CFO – ex Telenor (Telecom)

  13. Board of Directors – Experience & Entrepreneurship • 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 - CEO of InterOil - former Managing Director of Nopec - Partner Norvestor - former Board Director of PGS - Manager Gjensidige Forsikring - former Senior Gas Consultant TOTAL Norge

  14. SCAN has a modern and diversified Streamer Fleet • 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

  15. The New Buildings – State of the Art – for the Future • 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

  16. Strong Project Management in Place for the New-Buildings • 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

  17. SCAN has achieved good Rates and high Productivity • 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

  18. 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. SCAN operates in a broad geographical Range North Sea GoM West Africa Middle and Far East South America SCAN offices/representations Main areas targeted for marketing and operations

  20. SCAN already accepted by the major Oil and Gas Companies • 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

  21. The new Demand Driver is Imaging Source: Pareto Securities, Johns, Vito, Clark, Sarmiento. Multicomponent OBC (4C) prestack time imaging: Offshore Trinidad. SEG Abstracts, 2006

  22. The New Demand Driver is Imaging • 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

  23. New Fundamental and Structural Drivers • 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 Source: Pareto Securities, Offshore Research, PGS Sample: Exxon, Shell, BP, Total, Chevron, NCS. Adjusted for TNK and Unocal acquisitions

  24. Total 3D Streamers* worldwide 86% increase from 1999 *6+ streamers 3D vessels Source PGS, Pareto NY conference 07

  25. Total 3D Vessels worldwide 19% increase from 1999 *6+ streamers 3D vessels Source PGS, Pareto NY conference 07

  26. 3D Market Balance is tight – Demand Surplus* # vessels # vessels *6+ streamers 3D vessels Source: Pareto Securities, PGS, Pareto NY conference 07 The 2009-2010E number only include firm newbuilds, not options

  27. SCAN is becoming a significant Player Total 3D/2D seismic fleet Source: Pareto Securities

  28. 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. SCAN Geophysical ASA • Rådhusgaten 23 • 0158 Oslo • Norway • Tel: + 47 24 11 10 00 • Fax: + 47 24 11 10 10 • E-mail: mail@scangeo.com

  30. Risks • 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.

  31. SCAN History • 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

  32. Shareholder Structure and total # Shares • 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

  33. The global Seismic Market • 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 Companies: CGGVeritas, WG, PGS and TGS Source Pareto Research, PGS, Pareto NY conference 07 All seismic segments

  34. Income Statement

  35. Balance Sheet

  36. Cash Flow

More Related