SOURCE: Offshore Hydrocarbon Mapping PLC

August 24, 2009 02:00 ET

Offshore Hydrocarbon Mapping PLC -- CSEM Vessel Charters and Placing

ABERDEEN, UK--(Marketwire - August 24, 2009) -


PRESS RELEASE


24 August 2009


Offshore Hydrocarbon Mapping plc ("the Group", "the Company" or "OHM")


Conversion of long term charter liability to equity


Placing of New Ordinary Shares to raise GBP2.6 million


Trading Update


  - Future CSEM vessel charter liabilities of USD45 million exchanged for
    equity, reducing fixed costs and future working capital
    requirements.

  - USD5 million consideration for vessel charter amendments to be
    satisfied in equity*

  - Placing of New Ordinary Shares to raise GBP2.6 million (before
    expenses) from new and existing Shareholders*.

  - All New Ordinary Shares to be issued at a price of 21.52
    pence, representing a premium of 153.2 per cent. to the closing
    middle market price on 21 August 2009 (being the
    last practicable date prior to the issue of this announcement).

  - Integrated seismic, CSEM and rock-physics technology to be focussed
    on appraisal and monitoring in addition to exploration.


* Subject to shareholder approval


The Directors of Offshore Hydrocarbon Mapping plc are very pleased to
announce an agreement with Seatrans for the conversion of the day rate
contract for the CSEM vessels, OHM Leader and OHM Express, to a "pay as
used" and revenue sharing contract for the full period of the charters,
and an extension of the charter period from five years to six
years. The amendments remove most of the Group's considerable future
financial commitments by approximately USD45 million (the cash value of
the future minimum financial commitment reduces from approximately USD53
million to approximately USD8 million over the life of the charters), and
significantly reduce the Group's fixed costs and working capital
requirements. In exchange, and in compensation for amending the charter
agreements the Group has agreed to pay Seatrans the sum of USD5 million,
to be satisfied through the issue to Seatrans of 14,030,171 New
Ordinary Shares at a price of 21.52 pence per New Ordinary
Share, representing a premium of 13.02p (153.2 per cent.) to the
closing middle market price of 8.5p per Ordinary Share on 21 August
2009 (being the last practicable date prior to the issue of this
announcement).


In addition, OHM will raise GBP2.6 million via a Placing
of 12,023,572 New Ordinary Shares at a price of 21.52 pence per Placing
Share principally for working capital purposes. The Issue Price
represents a premium of 13.02p (153.2 per cent.) to the closing mid
market price of 8.5p per Ordinary Share on 21 August 2009 (being the
last practicable date prior to the issue of this announcement).


Both the Charter Amendment Agreements with Seatrans and the Placing are
subject to shareholder approval at the General Meeting to be held at
12.00 p.m. on 9 September 2009.


Trading Update:


The Group's current financial year ends on 31 August 2009. This period
has seen a significant contraction in spending by oil and gas companies
driven by a sharp drop in hydrocarbon commodity prices. Revenues for
each of the Group's operating divisions are expected to be as follows:


  - Seismic reservoir characterisation revenues from our Rock Solid
    Images division are estimated to be GBP3.8 million, representing a
    40 per cent. increase over the year to 31 August 2008.


  - The newly introduced WISE seismic/CSEM integrated product line will
    achieve revenues of approximately GBP1.0 million.


  - CSEM acquisition and processing revenues have declined
    approximately 45 per cent. over the year to 31 August 2008 to
    GBP4.4 million for 2009.


In aggregate, the Group's revenues are expected to be approximately
GBP9.2 million for the year to 31 August 2009 compared to GBP10.8
million for the year to 31 August 2008.


Pre-tax loss for FY09 will be in the GBP8.6 to GBP8.8 million range,
compared to a GBP8.7 million loss for the same period last year. We
expect an end of year cash-balance of GBP0.8 million, compared to
GBP8.2 million at 31 August 2008. The figures for FY09 have yet to be
audited. Overheads for the Group have declined to an average of
GBP360,000 per month at the end of the year to 31 August 2009 compared
to GBP520,000 per month at the end of the year to 31 August 2008. Both
the rate of losses and cash burn have considerably slowed in the
second half of the year as the cost restructuring measures announced in
February 2009 begin to take effect.


Bid activity for CSEM projects is showing an increase over the same
period of last year and order backlog for seismic reservoir
characterisation remains strong.


Chief Executive Officer, Richard Cooper, commented on the change in
vessel charters, share placement and trading results:"We are delighted to
have reached this new agreement with Seatrans and
very pleased with the continuing support they and our major
shareholders have shown in our new integrated strategy for OHM. The
revisions to our vessel charter agreements put us in the optimum
position to address the still volatile CSEM data acquisition market.
Going forward we have far greater commercial flexibility to respond to
opportunities as they arise.


The benefits of close integration of CSEM data with well and seismic
data continue to become increasingly clear to us. To date, the CSEM
method has been promoted heavily as an exploration tool, perhaps even a
frontier exploration tool. However, we are finding that the CSEM method
offers exciting additional opportunities for reservoir appraisal and
monitoring applications, where seismic and well data are readily
available to help build robust background resistivity models. The
availability of these models focuses the method on the determination of
the distribution of hydrocarbon charge, for which it is extremely well
suited.


We are, therefore, pleased that our WISE integrated seismic and CSEM
product line, introduced at the beginning of the year, shows such
promising growth and that the essential companion business of seismic
inversion and rock-physics (Rock Solid Images) is also performing well,
especially in such challenging market conditions. Though disappointed
at the drop in demand for CSEM acquisition services, this decline is
more or less in-line with the reduction seen in the marine seismic
business. We expect to see revenues increase in this area as WISE
products demonstrate the high intrinsic value of CSEM measurements and
overall market conditions improve.


The CSEM method remains the most important new geophysical tool to have
been developed since the introduction of 3D seismic, but the method
requires tight integration with well and seismic data to extract
maximum value. OHM has the people and technology to deliver on this
promise."


A circular to Shareholders will be despatched today and will be
available shortly on the Company's website (www.ohmsurveys.com)
pursuant to AIM Rule 26.


Contact:


Offshore Hydrocarbon Mapping plc         www.ohmsurveys.com

Richard Cooper - Chief Executive Officer 0870 429 6581

Bob Auckland - Finance Director          0870 429 6581

KBC Peel Hunt Ltd (Broker and NOMAD)     020 7418 8900

Julian Blunt

David Anderson

Anthony Bell

Aquila Financial Ltd (PR)                www.aquila-financial.com

Peter Reilly                             0118 979 4100



The summary above should be read in conjunction with the full text of
the following announcement.  Defined terms in this announcement have
the same meaning as set out in the Company's circular dated 24 August
2009 unless the context otherwise requires.


KBC Peel Hunt Ltd, which is regulated by the FSA, is acting as
Nominated Adviser for the Company and is not acting for any other
person and will not be responsible to any other person for providing
the protections afforded to clients of KBC Peel Hunt or for providing
advice in relation to the Placing, Admission or any other arrangements
referred to herein.


This announcement has been issued by, and is the sole responsibility
of, OHM. Apart from the responsibilities and liabilities, if any, which
may be imposed by FSMA, KBC Peel Hunt nor any of its affiliates, parent
undertakings, subsidiary undertakings or subsidiaries of its parent
undertakings or any of its respective directors, officers, employees or
advisers or any other person accepts any responsibility whatsoever and
makes no representation or warranty, express or implied, for or in
respect of the contents of this announcement or as to the accuracy or
completeness or fairness of the information or opinions contained in
this announcement and, without prejudice to the generality of the
foregoing, no responsibility or liability is accepted by any of them
for any such information or opinions or for any errors or omissions.


Important notice:


This announcement does not constitute an offer to sell or an invitation
or solicitation to purchase or subscribe for any securities.


CONVERSION OF LONG TERM CHARTER LIABILITY TO EQUITY AND

OPERATING ALLIANCE WITH THE SEATRANS GROUP

PLACING OF 12,023,572 NEW ORDINARY SHARES



Introduction

OHM was founded in 2002 to exploit the market for marine CSEM for use
in hydrocarbon exploration. Following the acquisition of Rock Solid
Images in August 2007, the Group's main business has been to enhance
oil and gas exploration and exploitation activities through delivering
improved subsurface understanding. This is currently achieved by
resistivity mapping, principally using Controlled
Source ElectroMagnetic (CSEM) marine surveys, and through advanced
analysis of well and surface seismic data. With oil and gas companies
facing challenges in replacing produced reserves, the long term
opportunity for such technology seems clear.


In 2007 and 2008, the Group entered into five year charters, with the
Seatrans Group, of the CSEM vessels OHM Express and OHM Leader. The
charters were undertaken in an expectation of an increased uptake of
the CSEM surveying services which did not materialise and in fact was
compounded by the reduction in exploration activity following the drop
in oil prices during 2008. The Group was not alone in experiencing this
downturn in CSEM survey activity.


As announced in February 2009, the Board reviewed and carried out a
number of actions to cut costs throughout the Group in order to
preserve the Group's cash resources whilst retaining the Group's
ability to grow in response to greater market demand as and when it
arrives.


The Directors believe that the market for marine CSEM will recover over
the coming years as the technology matures, successful and compelling
case-studies become available demonstrating the high intrinsic value
of subsurface based resistivity measurements, and overall market
conditions in the upstream E&P market improve.


Given the current level of activity in the CSEM market there has been
increasing pressure on the Group's cash position. In order for the
Group to continue to be viable and to conserve the Company's existing
assets and intellectual property, including key personnel, and to
strengthen the Company's cash position for the future, the Directors
propose to restructure the Group's vessel charter agreements with ETS
(a member of the Seatrans Group) by exchanging most of its fixed cost
charter liabilities for the Seatrans Shares to be issued at 21.52p per
new Ordinary Share (representing a premium of approximately 153.2 per
cent. to the closing middle-market share price on 21 August 2009, being
the last practicable date prior to the announcement of the
restructuring of the Group's vessel charter agreements). The Directors
are also seeking to raise approximately GBP2.6 million of
additional working capital (before expenses) through the Placing at the
Placing Price of 21.52p per new Ordinary Share (representing a premium
of approximately 153.2 per cent. to the closing middle-market share
price on 21 August 2009, being the last practicable date prior to the
announcement of the Placing).


The Directors believe that today's proposals are of the utmost
importance to the Group's continued survival in its current form. If
the Resolutions are not passed or if the Charter Amendment Agreements
or the Subscription Agreement do not become unconditional certain parts
of the Group would be unlikely to be in a position to meet liabilities
as they fall due, forcing the Directors to take radical action,
including but not limited to, selling parts of the Group to
raise additional capital or considering alternative forms of financing,
either of which could lead to considerable loss of value for
Shareholders. There can be no guarantee that any such remedial
action ould, if pursued, be successful and accordingly the Directors
strongly urge Shareholders to vote in favour of the proposals.


The Group's Strategy

The Directors believe that market adoption of marine CSEM has been
slower than market forecasts because of the significant contraction in
spending by oil and gas companies, driven by a sharp drop in
hydrocarbon commodity prices. The technology has also been positioned
primarily as an exploration tool, though it has a wider application
than just exploration and in fact is better suited for use in oil-field
appraisal and monitoring. In the Directors' view, the technology
assembled within the Group, including marine CSEM acquisition and
processing capabilities and advanced seismic inversion and rock-physics
tools, provides a considerable competitive advantage in this area.


In order to strengthen the Group's position in the marine CSEM market
and for the Group to remain viable, the Directors propose to address
the following issues:


- Reduce the liability of the fixed-cost vessel-charter commitments for
the OHM Leader and OHM Express which are OHM's dedicated marine CSEM
acquisition vessels.

- Increase investment in processing and interpretation products and
services.

- Invest in sales and marketing activities directed towards appraisal
and monitoring applications for CSEM.


Information on the Seatrans Group

The Seatrans Group, headquartered in Bergen, Norway, is a fully
integrated ship owning group with in-house chartering and operations,
ship management and crewing. The Seatrans Group operates 29 vessels of
which 20 are fully owned, and group turnover in 2008 was NOK 1.564
million (USUSD277 million). The Seatrans Group has a shore staff of 160,
and employs about 510 shipping personnel
from Norway, Poland, Croatia and Romania.


The Seatrans Group is active in the following marine shipping market
segments:


Chemicals

Transportation of chemicals in the North Sea, Mediterranean and Trans
Atlantic with mainly stainless steel parcel tankers.


Forestry

Transportation of newsprint and paper reels in specialised side port
paper carriers.


Offshore

Offshore survey vessels for electromagnetic operations (CSEM).


Liner services

RoRo/container liner service in the North Sea through Sea-Cargo
(approximately 60 per cent. owned).


Operating alliance with the Seatrans Group

In order to provide a guaranteed supply of marine acquisition
capabilities, OHM chartered two dedicated state-of-the-art CSEM
acquisition vessels from ETS, which is the owner of the vessels and
part of the Seatrans Group. The OHM Express charter commenced on 4 July
2007 and the OHM Leader charter commenced on 23 June 2008. Both
charters are for fixed-cost daily rates and have a duration of five
years.


The Directors believe that the market for marine CSEM will stabilise at
its current level and then begin to grow over the coming years, driven
by:


- Improved understanding as to how to use CSEM for appraisal and
monitoring applications which will increase customer confidence in the
method and lead to increased demand.


- General improvements in market conditions driven by rising oil prices
and a recovery in the world economy.


As announced in February 2009, following constructive negotiations with
Seatrans, both charter agreements were amended, in order to substitute
a daily fixed-rate agreement with a "pay as you use" arrangement for
a period of one year from January 2009 and thereafter reverting back to
a daily fixed-rate irrespective of the level of usage. The vessels
remain available for CSEM work and OHM and the vessel owner have
been working together to seek alternative uses for the vessels during
the unused periods. Both parties agreed to revisit the position later
in 2009 in the light of the prevailing industry environment. In this
regard demand for marine CSEM acquisition services has remained low,
and the Directors anticipate it may be a further twelve to eighteen
months before the Group's vessel utilisation rates approach the 50 per
cent. level and return this CSEM business to profitability.


Given this, the Group's subsidiary, OHM Limited, has negotiated the
Charter Amendment Agreements with ETS which provide for the following:


1. the charter agreements for both the OHM Express and OHM Leader are
modified so that the amendments previously made for calendar year 2009
are extended for the remainder of the charter periods. This removes the
fixed day cost financial commitments substituting it for a "pay as you
use" arrangement. In its place OHM Limited will pay ETS a sum equal to
the actual fuel and port costs it incurs and one half of the balance of
the relevant revenues received from all new marine CSEM acquisition
work conducted from the vessel and a sum equal to 5 per cent. of all
WISE (Well Integration with Seismic and Electromagnetics) derivative
product revenues acquired from the vessel;


2. the charter periods are extended for 12 months each under the
amended terms; until 4 July 2013 for the OHM Express and 23 June 2014
for the OHM Leader;


3. the investment compensation payable under the charters for the seven
month period to 31 July 2009 is deferred until 1 October 2009. This
amount, which is approximately GBP700,000, represents a separate and
pre-existing monthly charge (amounting to approximately GBP100,000 per
month in respect of both vessels) to OHM in respect of certain
improvements made to the vessels by ETS on OHM's behalf and is payable
in quarterly instalments. Such amounts will continue to accrue over the
remaining portions of the original charter agreements and are
unaffected by the Charter Amendment Agreements.


In exchange, and in compensation for amending the charter agreements
thereby removing most of the Group's considerable future fixed
financial commitments (reducing the cash value of these future
minimum financial commitments from approximately USD53 million to
approximately USD8 million over the life of the charters), the Group has
agreed to conditionally pay ETS the sum of USD5 million. This liability
will be satisfied by OHM allotting and issuing to ETS the Seatrans
Shares credited as fully paid on the terms of the Subscription
Agreement, such shares to be issued at 21.52p per new Ordinary Share
(representing a premium of approximately 153.2 per cent. to the closing
middle-market share price on 21 August 2009, being the last practicable
date prior to the announcement of the restructuring of the Group's
vessel charter agreements.


Further, pursuant to the terms of the Subscription Agreement, ETS has
conditionally subscribed for 5,611,786 Placing Shares at the Placing
Price as referred to below.


Both the Charter Amendment Agreements and the Subscription Agreement
are conditional upon the passing of the Resolutions and Admission.


Under the terms of the Charter Amendment Agreements ETS has the right
to terminate the charters on two months' notice save in certain limited
circumstances. In the event that ETS were to exercise this right
then it would be obliged to transfer by way of gift a proportion of the
Seatrans Shares to the Company to cancel or hold as treasury shares or
alternatively at ETS' option, pay a proportion of the USD5 million in
cash. The proportion has been calculated on a straight line basis over
the charter period.


Accounting implications

In issuing ETS with the Seatrans Shares credited as fully paid the
Company will be settling the liability due by OHM Limited under the two
Charter Amendment Agreements. In accordance with
International Accounting Standards the Group will account for a charge
in its Income Statement which will be equivalent to the fair value of
the Seatrans Shares. The fair value will be calculated by multiplying
the number of Seatrans Shares by the closing bid price of those shares
on the date that the transaction is completed which will be the date
when those shares are admitted to trading on AIM.


Details of the Placing

The Company proposes to raise approximately GBP2.6 million (before
expenses) through the issue of the Placing Shares at the Placing Price.
The expenses of the Placing are estimated to be approximately
GBP100,000. The Placing Price represents a premium of approximately
153.2 per cent. to the closing mid-market price of 8.5p per Existing
Share on 21 August 2009, being the last dealing day prior to the
announcement of the Placing. The Placing Shares will represent
approximately 17.32 per cent. of the Company's Enlarged Share Capital.


Pursuant to the terms of the Subscription Agreement, East Hill has
agreed to conditionally subscribe for 5,611,786 Placing Shares at the
Placing Price, ETS has conditionally agreed to subscribe for
5,611,786 Placing Shares at the Placing Price and CGGVeritas has
conditionally agreed for subscribe for 800,000 Placing Shares at the
Placing Price. The Subscription Agreement is conditional upon, inter
alia, the Resolutions being duly passed at the General Meeting and
Admission becoming effective on or before 18 September 2009 (or such
later date as the parties may agree).


ETS's (together with its affiliates), East Hill's (together with its
affiliates) and CGGVeritas' respective shareholdings following
Admission are expected to be as follows:



                                                 Number of

                                       % of      Ordinary     % of
                                                 Shares

                        Number of      Existing  immediately  Enlarged

                        Ordinary       Share     following    Share
                        Shares

Shareholder             pre-Admission  Capital   Admission    Capital

ETS, and its            350,000        0.8%      19,991,957   28.80%
affiliates

East Hill, and its      10,490,573     24.2%     16,102,359   23.19%
affiliates

CGGVeritas              6,476,266      14.9%     7,276,266    10.48%




Application will be made to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in the New
Ordinary Shares on AIM will commence at 8.00 a.m. on 14 September 2009.


The New Ordinary Shares will rank pari passu in all respects with the
Existing Shares, including the right to receive all dividends and other
distributions declared on or after the date on which they are issued.
It is expected that share certificates will be dispatched by 21
September 2009.


Conditions to the Placing

The Placing is conditional, inter alia, upon:

- all Resolutions being passed at the General Meeting without amendment
in any material respect; and

- Admission occurring on or before 18 September 2009 (or such later
date as the parties may agree).


Use of Proceeds

The Placing is expected to raise approximately GBP2.5 million (net of
expenses). Of these proceeds it is intended that:


- GBP0.7 million will be used to pay the deferred investment
compensation payable under the charters for the seven month period to
31 July 2009;

- GBP1.3 million will be used to help finance working capital needs for
the Group's marine CSEM acquisition business;

- GBP0.3 million will be used to invest in improvements in data
processing and interpretation technology;

- GBP0.2 million will be invested in sales and marketing activities
directed towards appraisal and monitoring applications for CSEM.


Current Trading and Prospects

Since OHM reported its interim results for the 6 months ended 28
February 2009, it has continued to move forward in developing its
business. The Group conducted its first full commercial reservoir
appraisal survey using its WISE (Well Integration with Seismic and
Electromagnetics) technology in June 2009, which was also the first
full use of the OHM Leader. The survey was completed on time, on budget
and data are currently being processed in OHM's Aberdeen facility.


The level of bid activity for marine CSEM surveys is higher now than
for the same period last year. This fact, coupled with the overall
reduction in CSEM industry fleet size, should lead to increased vessel
utilisation for OHM and its competitors over the coming months. OHM
currently has marine CSEM survey opportunities developing in New
Zealand, India, China, Turkey and West Africa.


The Company's wholly owned Rock Solid Images subsidiary continues to
perform well and order backlog for seismic reservoir characterisation
remains strong. The Group is processing several large seismic
inversion projects from the main players in West Africa, such as
Kosmos, Vanco and PetroSA and has recently been awarded its first
project from the conjugate margin area of Latin America, considered to
be an analogue for West Africa and hence potentially highly
prospective.


Revenues for each of the Group's operating divisions for the financial
year ending on 31 August are expected to be as follows:


- Seismic reservoir characterisation revenues from our Rock Solid
Images division are estimated to be GBP3.8 million, representing a 40
per cent. increase over the year to 31 August 2008.


- The newly introduced WISE seismic/CSEM integrated product line will
achieve revenues of approximately GBP1.0 million.


- CSEM acquisition and processing revenues have declined approximately
45 per cent. over the year to 31 August 2008 to GBP4.4 million for 2009.


In aggregate, the Group's revenues are expected to be approximately
GBP9.2 million for the year to 31 August 2009 compared to GBP10.8
million for the year to 31 August 2008.


Pre-tax loss for the year to 31 August 2009 will be in the GBP8.6 to GBP
8.8 million range, compared to a GBP8.7 million loss for the same
period last year. We expect an end of year cash-balance of GBP0.8
million,compared to GBP8.2 million at 31 August 2008. Overheads for the
Group have declined to an average of GBP360,000 per month at the end of
the year to 31 August 2009 compared to GBP520,000 per month at the end
of the year to 31 August 2008. Both the rate of losses and cash burn
have considerably slowed in the second half of the year as the cost
restructuring measures announced in February 2009 began to take effect.


General Meeting

A circular will be dispatched to Shareholders today convening a General
Meeting to be held on 9 September 2009 at 12.00 p.m. at the offices of
KBC Peel Hunt Ltd at 111 Old Broad Street, London EC2N 1PH, at which
the following Resolutions will be proposed:


- Resolution 1 is an ordinary resolution to increase the authorised
share capital of the Company to GBP900,000 consisting of 90,000,000
Ordinary Shares of 1p each. This is necessary to give the
Company sufficient authorised but unissued share capital to give effect
to the Subscription Agreement and to give the Company some headroom
going forward.


- Resolution 2 is an ordinary resolution which will authorise the
Directors to allot:


(a) the Seatrans Shares pursuant to the Subscription Agreement;


(b) the Placing Shares in connection with the Placing; and


(c) otherwise to allot relevant securities (as defined in section 80(2)
of the Act) of the Company of up to GBP68,656 in nominal value
(representing approximately one third of the authorised but unissued
shares in the capital of the Company) immediately following
Admission. Unless revoked, varied or extended, such authority shall
expire on the date falling 15 months after the date of the resolution
or the next annual general meeting of the Company, whichever is the
earlier.


- Resolution 3 is a special resolution which disapplies Shareholders'
statutory pre-emption rights in relation to the issue of the New
Ordinary Shares and grants further authority to the Directors to
allot equity securities (as defined in section 94(2) of the Act) of the
Company for cash on a non-preemptive basis up to an aggregate nominal
value of GBP34,700 (representing approximately 5 per cent. of the
Enlarged Share Capital) and in certain other limited circumstances.
Unless revoked, varied or extended, such authority shall expire on the
date falling 15 months after the date of the resolution or the next
annual general meeting of the Company, whichever is the earlier.


In accordance with section 95(5) of the Act, the Directors believe that
the proposed disapplication of preemption rights as detailed in
Resolution 3 will be necessary in order to carry out the allotment and
issue of the Seatrans Shares and the Placing and to give the Company
the ability to issue a limited number of shares for cash to third
parties in the future should that be considered desirable.


Related Party Transactions

An existing substantial shareholder, East Hill, which, together with
its affiliates, in aggregate currently hold 10,490,573 Ordinary Shares
(representing approximately 24.19 per cent. of the issued share capital
of the Company as at today's date), has conditionally subscribed for
5,611,786 Placing Shares at the Placing Price in the Placing and such
participation constitutes a related party transaction within the
meaning of the AIM Rules. The Directors consider, having consulted with
KBC Peel Hunt, the Company's Nominated Adviser, that the terms of East
Hill's subscription are fair and reasonable insofar as Shareholders
are concerned.


Further, CGGVeritas, which currently holds 6,476,266 Ordinary Shares
(representing approximately 14.93 per cent. of the issued share capital
of the Company as at today's date), has conditionally subscribed for
800,000 Placing Shares at the Placing Price in the Placing and such
participation constitutes a related party transaction within the
meaning of the AIM Rules. The Directors consider, having consulted with
KBC Peel Hunt, the Company's Nominated Adviser, that the terms of
CGGVeritas's subscription are fair and reasonable insofar as
Shareholders are concerned.


Recommendation

The Directors are unanimously recommending that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting, as
they intend to do in respect of their own beneficial and connected
shareholdings, which amount to 1,687,992 Ordinary Shares
representing approximately 3.89 per cent. of the existing issued share
capital of the Company. Further, East Hill and parties connected with
East Hill have and CGGVeritas have each irrevocably undertaken to
vote in favour of the Resolutions in respect of their beneficial
shareholdings which amount to 10,490,573 Ordinary Shares and 6,476,266
Ordinary Shares respectively representing in aggregate approximately a
further 39.12 per cent. of the existing issued share capital of the
Company as at the date of this announcement.


                    This information is provided by RNS
          The company news service from the London Stock Exchange

END

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