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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13D |
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(Rule 13d-101)
Under the Securities Exchange Act of 1934
CGG
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
12531Q204
(CUSIP Number)
Sophie Paquin
Bpifrance Participations S.A.
27-31, avenue du Général Leclerc
94710 Maisons-Alfort Cedex
France
+33 1 53 89 87 89
With copy to:
Linda A. Hesse
Jones Day
2, rue Saint Florentin
75001 Paris
France
+33 1 56 59 39 39
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 27, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the ordinary shares of CGG a société anonyme incorporated in France (the Issuer). The Issuers principal executive offices are located at Tour Maine Montparnasse, 33 Avenue du Maine, 75015 Paris, France.
Item 2. Identity and Background.
This Statement on Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (Bpifrance Participations), (ii) the Caisse des Dépôts et Consignations, a French special public entity (établissement special) (CDC), (iii) EPIC Bpifrance, a French public institution of industrial and commercial nature (EPIC), (iv) Bpifrance S.A., and (vii) IFP Energies nouvelles (IFPEN). Bpifrance Participations, CDC, EPIC, Bpifrance S.A. and IFPEN are referred to herein collectively as the Reporting Persons. The principal address for CDC is 56, rue de Lille, 75007 Paris, France. The principal address for Bpifrance Participations S.A., EPIC and Bpifrance S.A. is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. The principal address for IFPEN is 4, avenue du Bois-Préau, 92500 Rueil Malmaison, France.
Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose. CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A. CDC is principally engaged in the business of long-term investments. EPIC is principally engaged in the business of banking finance.
IFPEN is a French public industrial and commercial establishment. IFPEN is a public-sector research, innovation and training center active in the fields of energy, transport and the environment. Its mission is to provide public players and industry with efficient, economical, clean and sustainable technologies to take up the challenges facing society in terms of climate change, energy diversification and water resource management
As of the date hereof, Bpifrance Participations holds directly 2,069,686 ordinary shares and IFPEN holds directly 280,867 ordinary shares. As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any ordinary shares directly. Bpifrance S.A. may be deemed to be the beneficial owner of 2,069,686 ordinary shares, indirectly through its sole ownership of Bpifrance Participations. CDC and EPIC may be deemed to be the beneficial owner of 2,069,686 ordinary shares, indirectly through their joint ownership and control of Bpifrance.
Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC, EPIC and IFPEN, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Bpifrance Participations obtained the funds to purchase the ordinary shares initially held from working capital. In January 2016, Bpifrance Participations subscribed to CGGs capital increase by exercising 17,992,795 priority subscription rights (5,466,218 of which had been previously purchased from IFPEN for 1,743,177, through working capital) resulting in the acquisition of 53,768,385 new ordinary shares, before giving effect to a 32-to-1 reverse stock split in July 2016.
IFPEN subscribed to CGGs capital increase through the revenue of the sale of its 5,466,218 priority subscription rights to Bpifrance Participations for the same amount of approximately 1.7 million, allowing IFPEN to subscribe for 2,641,176 ordinary shares.
Item 4. Purpose of Transaction.
All of the ordinary shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional ordinary shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the ordinary shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. In addition, as previously disclosed by the Issuer, Bpifrance Participations has been engaged in discussions with the Issuer on the terms of a financial restructuring plan to address the Issuers capital structure constraints.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.
Item 5. Interest in Securities of the Issuer.
On May 28, 2010, Bpifrance Participations (formerly known as Fonds Stratégique dInvestissements) acquired 9,089,680 ordinary shares and filed a statement on Schedule 13G reporting such ownership on June 11, 2010. In January 2016, Bpifrance Participations subscribed to CGGs capital increase by exercising 17,992,795 priority subscription rights (5,466,218 of which had been previously purchased from IFPEN) resulting in the acquisition of 53,768,385 new ordinary shares, thus bringing its total ownership to 66,224,962 ordinary shares, representing 9.4% of CGGs capital. CGG then effected a 32-to-1 reverse stock split in July 2016, which resulted in the ownership by Bpifrance Participations of 2,069,530 shares. Subsequently, director Anne Guerin returned to Bpifrance Participations the 156 shares which were previously held by her, as security holder, bringing Bpifrance Participations total ownership to 2,069,686 shares.
In 2002, IFPEN acquired 1,402,622 ordinary shares. After its subscription, IFPEN transferred 42,000 shares on May 16, 2006, 40,000 shares on June 1, 2007, and 12,500 shares on September 11, 2007. On June 3, 2008, CGG effected a 5-to-1 stock split, and as a result, the number of shares held by IFPEN increased from 1,308,122 to 6,540,610. IFPEN then transferred 134,000 shares on January 19 and 20, 2010 and 60,000 shares on April 15, 2010. These were sold on the regulated market. Upon CGGs capital increase, in January 2016, IFPEN sold 5,466,218 priority subscription rights to Bpifrance Participations and subscribed to this capital increase via the acquisition of 2,641,176 ordinary shares. On July 20, 2016, CGG effected a 32-to-1 reverse stock split, thus bringing IFPENs shareholding to 280,867 shares, representing 1.3% of CGGs capital.
The Reporting Persons are filing this statement on Schedule 13D as a result of the appointment of Bpifrance Participations to the Board of Directors of the Issuer on May 27, 2016.
(a) See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference. The percentage of ordinary shares beneficially owned by each Reporting Person is based on 22,133,149 outstanding ordinary shares of the Issuer as set out in the Issuers Report on Form 6-K filed with the Securities and Exchange Commission on March 3, 2017.
(b) See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the ordinary shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On March 8, 2012, Bpifrance Participations, formerly known as Fonds Stratégique dInvestissement, and IFPEN entered into a shareholders agreement providing that, among other things (i) the parties undertake to discuss their respective points of view and try to find a common position on decisions to be voted on at general meetings (although this is nonbinding); (ii) if both parties have representatives on the Board of Directors, they undertake to discuss their respective points of view and try to find a common position on decisions to be voted on at meetings of the Board of Directors (although this is nonbinding); (iii) the parties undertake to notify the other party of any plan to acquire or dispose of shares or subscribe to a share capital increase concerning the Issuers shares, or to enter into a shareholder agreement with any third party; (iv) the parties undertake to ensure that any plan mentioned in the foregoing clause (iii) is jointly coordinated with the other party in order to narrow the impact on the market price of the ordinary shares; and (v) the parties undertake not to implement any plan mentioned in the foregoing clause (iii) that would require the other party to initiate a takeover bid of the Issuers ordinary shares.
Item 7. Material to be Filed as Exhibits.
99.1 Free Translation of Shareholders Agreement, dated March 8, 2012, between Bpifrance Participations, formerly known as Fonds Stratégique dInvestissement, and IFPEN
99.2 Joint Filing Agreement dated as of May 30, 2017, by and among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 30, 2017 |
IFP Energies nouvelles | |
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By: |
/s/ Georges Picard |
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Name: |
Georges Picard |
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Title: |
Executive Vice President |
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Dated: May 30, 2017 |
Bpifrance Participations S.A. | |
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By: |
/s/ Nicolas Dufourcq |
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Name: |
Nicolas Dufourcq |
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Title: |
CEO |
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Dated: May 30, 2017 |
Caisse Des Dépôts et Consignations | |
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By: |
/s/ Joel Prohin* |
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Name: |
Joel Prohin |
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Title: |
Director of asset management |
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Dated: May 30, 2017 |
Epic Bpifrance | |
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By: |
/s/ Sophie Paquin** |
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Name: |
Sophie Paquin |
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Title: |
Director of Legal Affairs |
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Dated: May 30, 2017 |
Bpifrance S.A. | |
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By: |
/s/ Nicolas Dufourcq |
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Name: |
Nicolas Dufourcq |
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Title: |
CEO |
* Joel Prohin is signing on behalf of Caisse des Dépôts et Consignations by executive order from the general manager of Caisse des Dépôts et Consignations previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 2 to Schedule 13G, and hereby incorporated herein by reference.
**Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G, and hereby incorporated herein by reference.
APPENDIX A
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE PARTICIPATIONS S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
Name |
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Present Principal Occupation or Employment |
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NICOLAS DUFOURCQ |
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Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance |
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FRANCK SILVENT |
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Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department |
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ANTOINE COLAS |
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Director, Special advisor to the Chief Executive Officer of the Caisse des Dépôts |
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CATHERINE MAYENOBE |
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Director, Corporate Secretary of the Caisse des Dépôts |
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PASCAL FAURE |
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Director, General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance |
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FREDERIC SAINT-GEOURS |
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Director, President of Frances Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF |
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MARTINE GEROW |
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Director, Executive Vice-President, Finance and Administration at CWT |
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BERTRAND WALCKENAER |
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Director, Director of Agence des Participations de lEtat (French State Shareholding Agency) |
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ANNE-HELENE CHANTAL ROIGNAN |
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Director, Deputy Corporate Secretary of the French Treasury |
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BARBARA LAVERNOS |
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Director, Executive Vice-President Operations at LOreal |
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EXECUTIVE OFFICERS |
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Name |
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Present Principal Occupation or Employment |
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NICOLAS DUFOURCQ |
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Chief Executive Officer |
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JOSÉ GONZALO |
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Executive Director |
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PIERRE BENEDETTI |
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Chief Financial Officer |
APPENDIX B
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
BPIFRANCE S.A.
The name, business address and present principal occupation or employment of each of the directors and executive officers of BPI-Groupe (bpifrance) are set forth below. The business address of each director and executive officer is BPI-Groupe (bpifrance), 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name |
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Present Principal Occupation or Employment |
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PIERRE-RENE LEMAS |
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Chairman, Chief Executive Officer of the Caisse des Dépôts et Consignations |
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NICOLAS DUFOURCQ |
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Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance |
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LOUIS SCHWEITZER |
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Director, Public Investment General Commissioner |
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MAUD BAILLY-TURCHI |
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Director, Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance |
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MARIE-MARGUERITE DUFAY |
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Director, Chairman of the Regional Council of Franche-Comté |
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MARTIN VIAL |
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Director, Chairman of the Agence des Participations de lEtat (French State Shareholding Agency) |
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FRANCK SILVENT |
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Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department |
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ELISABETH HENRY-PEREZ |
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Director representing the employees, |
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ERIC VERKANT |
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Director representing the employees, |
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AMELIE FAURE |
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Director, Entrepreneur, Chairman of the Board of Directors of Augure |
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VIRGINIE CHAPRON DU JEU |
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Director, Group Finance Director of the Caisse des Dépôts et Consignations |
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FLORENCE MAS |
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Director |
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ERIC LOMBARD |
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Director, Managing Director of Generali |
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SANDRINE GAUDIN |
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Director, Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance) |
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HERVE MORIN |
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Director, Chairman of the Regional Council of Normandie |
APPENDIX C
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
CAISSE DES DÉPÔTS ET CONSIGNATIONS
The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below. The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
MANAGEMENT COMMITTEE
Name |
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Present Principal Occupation or Employment |
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PIERRE-RENE LEMAS |
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Chief Executive Officer |
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OLIVIER MAREUSE |
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Savings Fund Director |
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ANDRE LAURENT MICHELSON |
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General Financial Officer, Head of Financial Transaction Processing, director coordinating the Caisse des Dépôts Group for Greater Paris |
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SOPHIE QUATREHOMME |
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Group Corporate Communications Director |
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ELIZABETH VIOLA |
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Banking Services Director |
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PAUL PENY |
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Group Human Resources Director |
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ANNE-SOPHIE GRAVE |
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Pensions and Solidarity Director |
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GABRIELLE GAUTHEY |
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Local Development and Investment Director |
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VIRGINIE CHAPRON DU JEU |
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Group Finance Director |
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JEAN MARC MORIN |
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Head of Legal and Tax Department |
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FRANCK SILVENT |
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Director of Finance, Strategy and Holdings |
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MARC ABADIE |
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Local Development and Network Director |
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CATHERINE MAYENOBE |
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Secretary General |
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LAURENT ZYLBERBERG |
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Director of International and European Relationships |
APPENDIX D
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
EPIC BPIFRANCE
The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC BPI-Groupe are set forth below. The business address of each director and executive officer is EPIC BPI-Groupe, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
DIRECTORS
Name |
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Present Principal Occupation or Employment |
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PIERRE LEPETIT |
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Chairman, Chief Executive Officer of EPIC Bpifrance |
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FRANCOIS JAMET |
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Director, Head of department SETTAR at the Research and Innovation Ministry |
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ARNAUD JULLIAN |
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Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance |
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SEBASTIEN RASPILLER |
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Director, Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance |
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BENJAMIN GALLEZOT |
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Director, |
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FRANCOISE LOMBARD |
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Director, Deputy Director at the Agence des Participations de lEtat (French State Shareholding Agency) |
APPENDIX E
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
IFP ENERGIES NOUVELLES
The name, business address and present principal occupation or employment of each of the directors and executive officers of IFP Energies nouvelles are set forth below. The business address of each director and executive officer is IFP Energies nouvelles, 4, avenue du Bois-Préau, 92500 Rueil Malmaison, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
BOARD OF DIRECTORS
Name |
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Present Principal Occupation or Employment |
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Didier HOUSSIN |
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Director appointed as qualified personality and Chairman of the Board of Directors |
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Michel FERRANDERY |
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Director representing the State, Deputy Director of the Transport Equipment, Machinery and Energy Division at the General Directorate for Enterprise, representing the Minister of Industry |
|
|
|
Marie-Solange TISSIER |
|
Director representing the State, Department Head at the High Council for Economy, Industry, Energy and Technology, representing the Minister of Energy |
|
|
|
Frédéric RAVEL |
|
Director representing the State, Scientific Director of the Energy, Sustainable Development, Chemistry and Processes Sector at the Research and Innovation Strategy Service at the General Directorate for Research and Innovation, representing the Minister of Research |
|
|
|
Jean-Baptiste MINATO |
|
Director representing the State, Head of the Energy, Stakeholdings, Industry and Innovation bureau at the Budget Directorate, representing the Minister of Budget |
|
|
|
Michel CASTAGNE |
|
Director representing the employees |
|
|
|
Marie VELY |
|
Director representing the employees |
|
|
|
Philippe SAUQUET |
|
Director appointed as qualified personality, President of Total groups Refining & Chemicals Division |
|
|
|
Claude NAHON |
|
Director appointed as qualified personality, Sustainable Development Director for the EDF group |
|
|
|
Raphael SCHOENTGEN |
|
Director appointed as qualified personality, Research and Technology Director for the Engie group |
|
|
|
Hélène JACQUOT-GUIMBAL |
|
Director appointed as qualified personality, Managing Director of IFSTTAR (French Institute of Sciences and Technology for Transport, Development and Networks) |
Hervé LE TREUT |
|
Director appointed as qualified personality, Member of the French Academy of Sciences, Director of Research at the CNRS (French National Center for Scientific Research) |
|
|
|
Bruno JARRY |
|
Director appointed as qualified personality, Member of the French Academy of Technologies |
|
|
|
Sophie PATURLE GUESNEROT |
|
Director appointed as qualified personality, Managing Partner of Demeter Partners |
|
|
|
Patrice LUCAS |
|
Director appointed as qualified personality, Program and Strategy Director for the Groupe PSA |
|
|
|
Gaspar GASTON-ABELLAN |
|
Director appointed as qualified personality, Executive Vice-President Engineering for the Renault group |
EXECUTIVE OFFICERS
Name |
|
Present Principal Occupation or Employment |
|
|
|
Didier HOUSSIN |
|
President |
|
|
|
Georges PICARD |
|
Executive Vice President |
|
|
|
Pierre-Henri BIGEARD |
|
Executive Vice President |
EXHIBIT 99.1
SHAREHOLDERS AGREEMENT
CGG VERITAS
Among
FONDS STRATEGIQUE DINVESTISSEMENT
And
IFP Energies Nouvelles
March 8, 2012
SHAREHOLDERS AGREEMENT
AMONG:
(1) Fonds Stratégique dInvestissement, a société anonyme organised under the laws of France, whose registered office is located at 56, rue de Lille, 75007 Paris, registered with the Registre du Commerce et des Sociétés (Companies Registry) of Paris under number 509 584 074, represented by Mr. Yves Gilet, CEO,
Hereinafter FSI,
AND:
(2) IFP Energies Nouvelles, a French commercial and industrial public institution (Etablissement Public Industriel et Commercial, EPIC), whose registered office is located at 4 avenue du Bois-Préau, 92500 Rueil-Malmaison, represented by Mr. Olivier Appert, President,
Hereinafter IFPEN.
FSI and IFPEN are hereinafter collectively referred to as the Parties, and individually as a Party.
RECITALS
(A) The Parties are shareholders of the company CGG Veritas, a société anonyme organised under the laws of France, whose registered office is located at 33, avenue du Maine, 75015 Paris, registered with the Registre du Commerce et des Sociétés (Companies Registry) of Paris under number 969 202 241 (hereinafter the Company).
(B) FSI holds 9,867,345 shares of the Company representing 6.5% of the share capital and 6.2% of the voting rights of the Company.
(C) IFPEN holds 6,346,610 shares of the Company representing 4.2% of the share capital and 8% of the voting rights of the Company.
(D) The Parties wish to enter into the present shareholders agreement (hereinafter the Agreement) in order to affirm their reference shareholders status and to set in this Agreement certain rules governing their relationship as co-shareholders of the Company. The Parties also intend to implement a group action concerning the strategy of development of the Company. The Agreement will thus establish a group action towards the Company as of the date on which the Agreement will enter into force.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE 1 VOTE IN SHAREHOLDERS GENERAL MEETING AND BOARD OF DIRECTORS RESOLUTIONS
For any decision submitted to the vote of the shareholders general meeting, the Parties shall exchange their respective opinions on the proposed decisions and try to reach a common position on this decision, although reaching a common position is not mandatory.
Once each Party will have a representative on the Board of directors (including individuals or legal entities whom they proposed the appointment), the Parties undertake that those representatives consult with each other on the resolutions on the agenda of Board meetings and try to reach a common position on those decisions, although reaching a common position is not mandatory.
ARTICLE 2 SECURITIES TRANSACTIONS
2.1 GENERAL PRIOR INFORMATION OBLIGATION
The Parties shall send prior notice to the other Party relating to any plan consisting of:
(a) conducting, with a third party or directly on the market, any operation on the shares of the Company (including any acquisition, sale, subscription or issuance of equity securities or securities potentially giving access to the share capital of the Company), or
(b) entering into any agreement with a third party relating to the shares or voting rights of the Company,
(hereinafter, a Plan).
Any Plan shall be notified to the Party as soon as possible and, in any case, before the implementation of the operation or the entering into of the agreement, key element of the Plan.
2.2 CONSULTATION OBLIGATION
The Parties shall not implement a Plan without having previously organized jointly, if possible, the practical terms of the sale of the Company shares (including concerning the schedule, the process followed and any tender procedure with financial institutions) in order to minimize the impact of the sale on the evolution of the Companys stock price and avoid arbitrary decisions from third party investors that could be detrimental to the patrimonial interests of the Parties.
2.3 PROHIBITED OPERATIONS
The Parties shall not conduct any Plan nor any other operation that could potentially force the other Party, in particular as a result of the group action of the Parties, to launch a public tender offer on the Companys shares.
2.4 LEGAL AND CAPITAL MARKETS CONSEQUENCES OF SECURITIES TRANSACTIONS
Notwithstanding the reciprocal obligation referred to in paragraph 2.1 above and without prejudice to the stipulations of paragraph 2.3 above, each Party is fully responsible for respecting the legal and regulatory obligations and the capital markets consequences relating to the operations that this Party conducts on the equity securities of the Company and to any operation relating to the Company shares held by the Party (for instance, the attribution of double voting rights), in particular for major shareholding notification and declaration obligations, declarations of intent and filing of a public tender offer.
Any sanction resulting from a lack of compliance to the above-mentioned obligations shall be borne solely by the defaulting Party. Thus, for instance, in case of suspension of voting rights as a result of a late mandatory major shareholding notification, those voting rights will be imputed in priority to the voting rights held by the defaulting Party. In case of an obligation to file a public tender offer on the Companys securities, the Party that caused such an obligation will bear the consequences and costs of it, it being understood that the other Party will be free to tender its Company securities to the offer.
ARTICLE 3 ENTRY INTO FORCE DURATION
The Agreement will enter into force as of the signing date hereof and shall have effect during two (2) years. It will be tacitly renewed for one (1) year terms in the absence of termination by any of the Parties, such termination being notified at least two (2) months before the end of the effective term.
The stipulations of this Agreement shall be considered void as soon as the Parties hold together less than 5.0% of the shares or voting rights of the Company.
ARTICLE 4 GENERAL PROVISIONS
4.1 DECLARATIONS TO THE COMPANY AND THE AUTORITE DES MARCHES FINANCIERS
As a result of the entering into of this Agreement and the related group action, the Parties jointly exceed the 5% (concerning IFPEN) and 10% of the share capital and 10% of the voting rights of the Company thresholds, as indicated in Appendix I.
The Parties shall communicate, together, to the Autorité des Marchés Financiers and the Company, within the applicable regulatory deadlines, the major shareholding notifications and declarations of intent referred to in Article L. 233-7 of the French Code of Commerce and the bylaws of the Company, it being specified that the notified shareholdings are the ones indicated in Appendix 1 and that the content of the declaration of intent referred to in Article 233-7, VII of the French Code of Commerce is provided in Appendix 2.
4.2 EXERCISE OF RIGHTS
The failure of a Party to exercise one of its rights pursuant to the Agreement shall not be interpreted as a renunciation to this right. The renunciation by a Party to any of its rights pursuant to the Agreement shall not be interpreted to a renunciation to the others rights resulting from the Agreement.
Any renunciation by one of the Parties to one of its rights pursuant to the Agreement shall be notified in writing to the other Party.
4.3 MANDATORY ENFORCEMENT
The Parties acknowledge that the undertakings made under the terms of the Agreement are irrevocable and might be subject to a mandatory enforcement and waive any right to make any claim under article 1142 of the French Civil Code considering those undertakings.
4.4 HEADINGS
The headings of the articles of this Agreement only aim to facilitate reading and have no contractual or interpretative value.
4.5 NOTIFICATIONS AND COMMUNICATIONS
The notifications and communications made in the context of this Agreement will be validly sent to the following addresses:
To FSI:
Attn: Directeur Général
56, rue de Lille
75007 Paris
Phone: 01 58 50 12 12
Fax: 01 58 50 12 07
To IFPEN:
Attn: President
IFP Energies Nouvelles
1 et 4 Avenue du Bois-Préau
92852 Rueil-Malmaison Cedex
Phone: 01 47 52 65 48
Fax: 01 47 52 67 54
or to any other address those recipients may have had indicated in accordance with the provisions of Article 4.5 of this Agreement.
Any notification or communication shall be (i) faxed and confirmed by letter with acknowledgement of receipt sent, at the latest, on the next business day, or (ii) delivered by hand in return for a signed and dated receipt from the recipient or (iii) sent by registered mail with acknowledgement of receipt and will be presumed received (x) on the date of the fax, (y) on the date written by the recipient on the receipt if it is delivered by hand or (z) three (3) business days after the date of the stamp affixed by the postal services on the sending receipt, if it is sent by registered mail.
This Article shall not apply to communications made in the context of the consultation cases specifically provided for by this Agreement.
4.6 FEES
Each of the Parties shall bear the costs, fees and disbursements relating to the preparation and the drafting of this Agreement or the operations organized by it.
4.7 APPLICABLE LAW AND JURISDICTION
This Agreement is governed by the laws of France.
Any conflict arising between the Parties as to the interpretation, validity or enforcement of this Agreement shall be in first instance the exclusive competence of the courts of the jurisdiction of the Paris Appellate Court (Cour dAppel de Paris).
Entered into in Paris,
On March 8, 2012,
In two (2) original copies.
Fonds Stratégique dInvestissement |
IFP Energies Nouvelles | |
|
| |
/s/ Jean-Yves Gilet |
|
/s/ Olivier Appert |
By: Jean-Yves Gilet |
By: Olivier Appert | |
Title: Directeur Général (CEO) |
Title: President | |
APPENDIX 1
COMPANY SHARE CAPITAL AND VOTING RIGHTS REPARTITION
Shareholders |
|
Number of |
|
Percentage of the |
|
Number of voting |
|
Percentage of the |
|
FSI |
|
9,867,345 |
|
6.50 |
% |
9,867,345 |
|
6.22 |
% |
IFP Energies Nouvelles |
|
6,346,610 |
|
4.18 |
% |
12,693,220 |
|
8.00 |
% |
Groups total |
|
16,213,955 |
|
10.68 |
% |
22,560,565 |
|
14.22 |
% |
Other shareholders |
|
135,647,977 |
|
89.32 |
% |
136,126,723 |
|
85.78 |
% |
Total |
|
151,861,932 |
|
100.00 |
% |
158,687,288 |
|
100.00 |
% |
APPENDIX 2
DECLARATION OF INTENT TO BE SENT TO THE AMF AND THE COMPANY
Content of the declaration of intent:
FSI and IFP Energies Nouvelles (IFPEN) state to have entered into an agreement according to which they undertake to consult with each other concerning the company CGG Veritas in which they are both shareholders. As a result of this group action, they crossed the thresholds of 10% of the share capital and voting rights of CGG Veritas. They did not proceed to acquire any CGG Veritas securities for this operation. FSI and IFPEN reserve the right acquire shares, on or off the market, without taking control of the company. They wish to pursue the current strategy of the company. They do not wish to ask for the appointment of additional directors. They did not enter into any temporary share sale agreement relating to the shares or voting rights of the company CGG Veritas.
EXHIBIT 99.2
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Dated: May 30, 2017 |
IFP Energies nouvelles | |
|
|
|
|
By: |
/s/ Georges Picard |
|
Name: |
Georges Picard |
|
Title: |
Executive Vice President |
|
| |
Dated: May 30, 2017 |
Bpifrance Participations S.A. | |
|
|
|
|
By: |
/s/ Nicolas Dufourcq |
|
Name: |
Nicolas Dufourcq |
|
Title: |
CEO |
|
| |
Dated: May 30, 2017 |
Caisse Des Dépôts et Consignations | |
|
|
|
|
By: |
/s/ Joel Prohin |
|
Name: |
Joel Prohin |
|
Title: |
Director of asset management |
|
| |
Dated: May 30, 2017 |
Epic Bpifrance | |
|
|
|
|
By: |
/s/ Sophie Paquin |
|
Name: |
Sophie Paquin |
|
Title: |
Director of Legal Affairs |
|
| |
Dated: May 30, 2017 |
Bpifrance S.A. | |
|
|
|
|
By: |
/s/ Nicolas Dufourcq |
|
Name: |
Nicolas Dufourcq |
|
Title: |
CEO |