Title: SCAN Geophysical ASA
1Strictly 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.
2Disclaimer
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 persons 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 COMPANYS 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 persons 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 Companys
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 professionals
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.
3Investment 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
4Term 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
5SCANs Seismic Spectrum Data Acquisition
Liquids (P-waves)
- 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 SCANs Ocean Bottom
Stations nodes
6Overview of Seismic Acquisition
land cable
streamer
OBC
TZ
Land
Deep water
SW
7SCANs Streamer Strategy focuses on attractive
Segments
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
- 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)
8Value Chain Focus Data Acquisition
OIL FIELD DEVELOPMENT OIL COMPANIES
Exploration
Appraisal
Development
Production
SEISMIC SERVICES
PARTNERS
Acquisition
Processing
Interpretation
Data Mgmt
Field Developm
- SCAN is focused on efficient data acquisition
services high margins - Processing services offered through partners
- SCANs services relate to both Exploration
Production budgets
9Focus 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
SCANs core focus
10SCAN is expanding its Business Model
SCANs 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
11Shallow 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
12Key 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)
13Board 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
14SCAN 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
15The 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
16Strong 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
17SCAN 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
18SCAN 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
19SCAN 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
20SCAN 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 ?????
21The new Demand Driver is Imaging
Source Pareto Securities, Johns, Vito, Clark,
Sarmiento. Multicomponent OBC (4C) prestack time
imaging Offshore Trinidad. SEG Abstracts, 2006
22The 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 11
but probably more like 12
23New 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
24Total 3D Streamers worldwide
86 increase from 1999
6 streamers 3D vessels Source PGS, Pareto NY
conference 07
25Total 3D Vessels worldwide
19 increase from 1999
6 streamers 3D vessels Source PGS, Pareto NY
conference 07
263D 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
27SCAN is becoming a significant Player
Total 3D/2D seismic fleet
Source Pareto Securities
28Investment 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
29SCAN Geophysical ASA
Rådhusgaten 23 0158 Oslo Norway Tel 47 24 11
10 00 Fax 47 24 11 10 10 E-mail
mail_at_scangeo.com
30Risks
- 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 Companys services, fee levels and the
value of Companys assets. Changes in legislation
and fiscal framework governing the activities of
the Company could have material impact on the
Companys 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 Companys
services, including offshore geophysical
services, will depend on the conditions in the
oil and gas industry, the Companys 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 Companys
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
Companys Shares is associated with an element of
risk, and the price of the Companys Shares may
be subject to significant fluctuations caused by
a number of factors, many of which may be outside
the Companys 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 Companys 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 Companys 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.
31SCAN 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
32Shareholder 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
33The 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
34Income Statement
35Balance Sheet
36Cash Flow