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CGG: Availability of a prospectus in connection with certain issuances provided for under the draft safeguard plan and the Chapter 11 plan in the context of the financial restructuring plan of CGG

GlobeNewswire Friday, 13 October 2017 ()
*Availability of a prospectus in connection with certain issuances provided for under the draft safeguard plan and the Chapter 11 plan in the context of the financial restructuring plan of CGG*

Paris, France - October, 13 2017

CGG announces that, today, the Autorité des marchés financiers granted visa n°17-551 to the prospectus (in the French language) made available to the public in connection with:

· the issuance and admission to trading on the regulated Euronext market in Paris ("Euronext Paris") of up to 24,375,000 share subscription warrants (the "Warrants #1") granted for free by CGG to all shareholders on the basis of one (1) Warrant #1 for one (1) existing share, which may result in the issuance of up to 32,500,000 new shares at the subscription price of €3.12 per new share; 
· the issuance and admission to trading on Euronext Paris of up to 37,524,400 new shares issued as part of an increase in share capital with removal of the shareholders' preferential subscription rights, in favor of (i) the holders of bonds convertible and/or exchangeable for new or existing shares, bearing interest at the rate of 1.75% and maturing on January 1, 2020, issued by the Company on June 26, 2015 and (ii) the holders of bonds convertible into and/or exchangeable for new or existing shares, bearing interest at the rate of 1.25% and maturing on January 1, 2019, issued by the Company on November 20, 2012, that will be subscribed at their face value by way of set-off with the subscription price of €10.26 per new share;
· the issuance and admission to trading on Euronext Paris of up to 496,794,900 new shares  issued as part of a capital increase with removal of the shareholders' preferential subscription rights, in favor of (i) the holders of high yield notes, bearing interest at the rate of 5.875% and maturing in 2020, issued by the Company on April 23, 2014, (ii) the holders of high yield notes, bearing interest at the rate of 6.5% and maturing in 2021, issued by the Company on May 31, 2011, January 20, 2017 and March 13, 2017 and (iii) the holders of high yield notes, bearing interest at the rate of 6.875% and maturing in 2022, issued by the Company on May 1, 2014, that will be subscribed at their face value by way of set-off with the subscription price of €3.12 per new share;
· the admission to trading on Euronext Paris of up to 123,817,300 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 123,817,300 share subscription warrants (the "Warrants #3"), granted for free by the Company to the subscribers of new second lien notes governed by New York State law (the "New Notes");
· the admission to trading on Euronext Paris of up to 7,738,600 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 7,738,600 share subscription warrants granted for free by the Company to the members of the ad hoc committee of Senior Notes holders;
· the admission to trading on Euronext Paris of up to 11,607,900 new shares, with a subscription price of €0.01 per new share, resulting from the exercise of up to 11,607,900 share subscription warrants granted for free by the Company to the persons committed to backstop the subscription of the New Notes and the Warrants #3, in accordance with the provisions of the private placement agreement dated June 26, 2017 ;
· the admission to trading on Euronext Paris of the new shares to be issued upon exercise of the Warrants #1.

These transactions would be implemented in the context of the financial restructuring plan, the terms of which were announced on June 14, 2017 by the Company. The plan was approved on July 28, 2017 by a unanimous vote of the committee of banks and financial institutions, and by a majority of 93.5% of votes cast at the general meeting of bondholders. Furthermore, the various classes of creditors concerned by the Chapter 11 proceedings massively voted in favor of the Chapter 11 plan which was confirmed by the relevant US court on October 10, 2017 (the order should be entered in the next few days). The works council of the Company, also consulted with respect to the draft safeguard plan, rendered a favorable opinion at its meeting held on 2 October 2017.

The completion of the foregoing transactions remains subject to:

· the approval by the Company's extraordinary general meeting of shareholders which is scheduled to convene on October 31, 2017 of the resolutions required to implement the draft safeguard plan, in particular those relating to the share capital reduction by reducing the unit par value of the Company's shares to €0.01;
· the abovementioned share capital reduction being effectively carried out;
· the sanctioning of the draft safeguard plan approved by both the committee of banks and assimilated creditors, and the sole general meeting of bondholders on July 28, 2017, by the Commercial Court of Paris; according to the current contemplated provisional timetable, the court should examine the request for the sanctioning of the draft safeguard plan on November 6, 2017;
· confirmation by the relevant US Court of the "Chapter 11" plan and the recognition of the ruling sanctioning the draft safeguard plan within the framework of the "Chapter 15" proceedings the enforcement of which is not stayed;
· the obtaining of the AMF visa on the prospectus relating to the issue, with shareholders' preferential subscription rights, of new shares with warrants in an amount of c. 112 million euros (including share premium), priced at €1.56 per share, i.e. a nominal value of €0.01 and a share premium of €1.55 per new share, which share capital increase is tentatively scheduled to take place in December 2017, with settlement and delivery scheduled for January 2018.
· the satisfaction of all conditions precedent provided for in the implementation documents of the restructuring, which includes notably the indenture of the new first lien notes, the indenture of the New Second Lien Notes and the new interest second lien notes, or the terms and conditions of the various warrants.

The prospectus comprises the CGG reference document ( document de référence ), filed with the Financial Markets Authority on May 1, 2017 under number D.17-0486, the update of the Company's Reference Document filed with the AMF on October 13th, 2017under number D.17-0486-A01, the securities note (including a summary of the prospectus) under visa 17-551 dated October 13th, 2017, and a summary of the prospectus (attached to this press release). Copies of the prospectus can be obtained free of charge from the registered office of CGG, Tour Maine Montparnasse, 33 Avenue du Maine - 75015 Paris, the Company's website ( www.cgg.com ) and the AMF website ( www.amf-france.org ).

*Appendix* : Summary of the prospectus

The press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. There will not be any sale of these securities in any such state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the *"Securities Act"* ) and may not be offered and sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. 

*About CGG:*

CGG ( www.cgg.com ) is a fully integrated Geoscience company providing leading geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Through its three complementary businesses of Equipment, Acquisition and Geology, Geophysics & Reservoir (GGR), CGG brings value across all aspects of natural resource exploration and exploitation. CGG employs around 5,500 people around the world, all with a Passion for Geoscience and working together to deliver the best solutions to its customers.

CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares. NYSE: CGG).
                   *Contacts*

*Group Communications *
Christophe Barnini
Tel: + 33 1 64 47 38 11
E-Mail: : invrelparis@cgg.com
*Investor Relations*
Catherine Leveau
Tel: +33 1 64 47 34 89
E-mail: : invrelparis@cgg.com

* ** PROSPECTUS SUMMARY *

*AMF* *Visa* *no. 17-551* *dated October 13, 2017*

The summary consists of a series of key items of information, referred to as "Elements", divided into five sections A through E and numbered A.1 through E.7.

This summary contains all Elements which must be included in the summary of a prospectus relating to this class of securities and this type of issuer. As all Elements need not be provided, the numbering of the Elements in this summary is not continuous.

It is possible that no relevant information can be provided concerning a given Element that must be included in this summary because of the class of securities and type of issuer concerned. In that case, the summary includes a brief description of the Element concerned, with the indication "not applicable".

* *

*Section A - Introduction and disclaimer*

* *
*A.1* *Note for readers* This summary should be read as an introduction to the Prospectus.

Any decision to invest in the securities under the public offering or for whose admission to trading on a regulated market is requested should be based on consideration of the prospectus as a whole by the investor.

Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, the key information in order to aid investors when considering whether to invest in such securities.
*A.2* *Consent of the issuer* Not applicable.

*Section B - Issuer*

*B.1*

*Issuing company's name and business name*

Company name: CGG (the " *Company* " and, together with all of its consolidated subsidiaries, the " *Group* ").

Business name: CGG

*B.2*

*Registered office/* *Legal form/ Governing law/ Country of origin*

-   Registered office: Tour Maine Montparnasse, 33 Avenue du Maine, 75015 Paris.

-   Legal form: Société anonyme with a board of directors.

-   Governing law: French law.

-   Country of origin: France.

*B.3*

*Description of the issuer's operations and principal lines of business*

CGG is a world leader in geophysical services and equipment.

The Group offers an extensive line of services, equipment sold under the Sercel trademark, and technological solutions for a broad, worldwide customer base, primarily in oil and gas exploration and production.

The Group is structured along the following eight product lines:

· Equipment (including the Sercel entities or brands, such as Metrolog, GRC and De Regt);
· Marine Acquisition;
· Land Acquisition (including land electromagnetics and general geophysics);
· Multi-physics;
· Multi-clients and New business models;
· Subsurface imaging;
· GeoSoftware (which covers the business and software development activities of Jason and Hampson-Russell);
· GeoConsulting (which covers the consulting business of Jason and Hampson-Russell as well as the consulting and geology activities of Robertson along with the Data Management Services).

These lines of business are categorized into four segments for the purpose of the Group's financial reporting: Equipment, Contractual Data Acquisition, Geology, Geophysics and Reservoir ("GGR") and Non-operated Resources.

*B.4a*

*Main recent trends with effects on the issuer and its lines of business*

1.1.     Group's debt structure

As of September 30, 2017, the Group's financial indebtedness was, notably, as follows:
(i)                   a secured financial debt, composed of:
                         i.            "Multicurrency Revolving Facility Agreement", a revolving credit facility agreement, entered into on July 31, 2013 by the Company for an initial amount in principal of $325,000,000, reduced to approximately $300,000,000, fully drawn to date (the " *French RCF* ");
                       ii.            "Credit Agreement", a revolving credit facility agreement, entered into on July 15, 2013 for an initial amount of $165,000,000, fully drawn to date (the " *US RCF* "); and
                      iii.            "Term Loan Credit Agreement", a bullet loan agreement, entered into on November 19, 2015 by CGG Holding (U.S.) Inc. for an initial amount of $342,122,500 (the " *TLB 2019* ");

(together, the " *Secured Loans* ");

The Secured Loans benefit from a number of security interests granted by the Company and certain of its subsidiaries (including pledges of securities accounts on the main subsidiaries) and guarantees granted by certain Group companies.

(ii)                 two issues of convertible bonds, namely:
                         i.            an issue of convertible bonds ( obligations à option de conversion et/ou d'échange en actions nouvelles ou existantes ) on November 20, 2012 for a total initial amount of €360,000,000, reduced to approximately €34,900,000 (following an exchange transaction with convertible bonds ( obligations à option de conversion et/ou d'échange en actions nouvelles ou existantes ) which mature in 2020) due on January 1, 2019 (the " *2019 Convertible Bonds* ");
                       ii.            an issue of convertible bonds ( obligations à option de conversion et/ou d'échange en actions nouvelles ou existantes ) on June 26, 2015 for a total initial amount of €325,100,000, due on January 1, 2020 (the " *2020 Convertible Bonds* ", and together with the 2019 Convertible Bonds, the " *Convertible Bonds* ");

The Convertible Bonds do not benefit from security interests of guarantees.

(iii)                several high-yield "senior" note issues under US law, namely:
                         i.            an issue of notes dated April 23, 2014 maturing on May 15, 2020 for a total amount of €400,000,000 bearing interest at a rate of 5.875% (the " *Senior Notes 2020* ")
                       ii.            an issue of notes dated May 31, 2011, January 20, 2017 and March 13, 2017, maturing on June 1, 2021 for a total initial amount of $720,704,000 bearing interest at a rate of 6.5% (the " *Senior Notes 2021* "); and
                      iii.            an issue of notes dated May 1, 2014 maturing on January 15, 2022 for a total initial amount of $500,000,000 bearing interest at a rate of 6.875% (the " *Senior Notes 2022* " and together with the Senior Notes 2020 and the Senior Notes 2021, the " *Senior Notes* ").

The Senior Notes benefit from guarantees granted by certain Group companies but do not benefit from any security interest.

(iv)   a leasing contract to finance the operational head office of its subsidiaries CGG Services SAS in Massy, by the end of October 1st, 2022.

Therefore, as of September 30, 2017, the financial debt amounted to $2,905,296,358. The summarized financial indebtedness of the Group is as follows:

*Financial debt as of September 30, 2017* *Total amount in principal, excluding accrued interests* *Accrued interests* *IFRS retreatments* *Total*
*Secured Loans*
*French RCF (EUR)* 124,600,000     124,600,000
*French RCF (USD)* 160,000,000 42,528 -1,257,343 158,785,185
*US RCF (USD)* 161,933,711 420,376 -621,942 161,732,144
*TLB 2019 (USD)* 337,845,969 71,607 -957,297 336,960,280
* Total Secured Loans
(in USD ^1 ) * * 806,882,440 * * 534,511 * * -2 * , * 836 * , * 582 * *804* , *580* , *369*
*Senior Notes*
*Senior Notes 2020 (EUR)* 400,000,000 20,880,811 -391,393 420,489,418
*Senior Notes 2021 (USD)* 675,625,000 36,419,977 -1,520,312 710,524,665
*Senior Notes 2022 (USD)* 419,636,000 20,642,007 -343,466 439,934,541
* Total * * Senior Notes
(in USD ^1 ) * * 1,567,501,000 * * 81,713,869 * *-2* , *325* , *857* *1* , *646* , *889* , *012*
*Convertible Bonds*
*Convertible Bonds 2019 (EUR)* 34,933,352 110,071 -1,826,089 33,217,334
*Convertible Bonds 2020 (EUR)* 325,165,550 4,310,671 -31,702,005 297,774,216
* Total * * Convertible Bonds
(in EUR) * * 360,098,902 * * 4,420,742 * *-33* , *528* , *094* *330* , *991* , *550*
*Other debts*
*Leasing (USD)*     58,585,746 58,585,746
*Other (USD)* 4,472,607     4,472,607
* Total Other Debts
(in USD ^1 ) * * 4,472,607 * * - * *58* , *585* , *746* *63* , *058* , *353*
*Total financial debt as of September 30, 2017*
(in USD ^1 ) *2,803,988,810* *87,467,508* *13* , *840* , *040* *2* , *905* , *296* , *358*

(1) On the basis of an exchange rate of 1 EUR = 1.1806 USD.

As of September 29, 2017:

(i) the Senior Notes 2020 were traded at a price reflecting a discount of 54.5% of their nominal value;

(ii) the Senior Notes 2021 were traded at a price reflecting a discount of 55.5% of their nominal value;

(iii) the Senior Notes 2022 were traded at a price reflecting a discount of 54.8% of their nominal value;

(iv) the Convertible Bonds 2019 were traded at a price reflecting a discount of 31.2% of their nominal value;

(v) the Convertible Bonds 2020 were traded at a price reflecting a discount of 86.4% of their nominal value.

Discussions with the stakeholders

Following the February 27, 2017 appointment by the President of the Paris Commercial Court of Maître Bourbouloux as mandataire ad hoc , discussions took place with the Group's principal creditors aimed at reducing the Group's debt. CGG ,some of its principal creditors, and DNCA (in its capacity as long-term institutional shareholder and holder of the Company's Senior Notes and Convertible Bonds) reached an agreement in principle on a financial restructuring plan on June 1, 2017 and, legally binding agreements (lock-up or restructuring support agreements) were signed on June 13, 2017 which confirmed the agreement in principle, whereby the parties thereto have committed to undertake any action reasonably required to implement and carry out the restructuring.

To the Company's knowledge, as of October 4, 2017, no member of the ad hoc Senior Notes holders committee or of the ad hoc Secured Lenders committee held more than 1 % of the Company's capital. At this date, DNCA who held (i) approximately 5.5 % of the total principal amount of the Senior Notes, (ii) approximately 20.7 % of the total principal amount of the Convertible Bonds, and (iii) approximately 7.9 % of the share capital of the Company.

The draft safeguard plan was approved on July 28, 2017 by a unanimous vote of the committee of banks and financial institutions, and by a majority of 93.5% of votes cast at the general meeting of bondholders, including by DNCA. The "Chapter 11" plan concerning the various classes of creditors subject to "Chapter 11" proceedings was confirmed by the relevant US court on October 10, 2017 (the order should be entered in the next few days). The works council of the Company, also consulted with respect to the draft safeguard plan, rendered a favorable opinion at its meeting held on October 2, 2017.

In order to implement the draft of the restructuring plan, the required resolutions will first have to be approved by the Company's general meeting of shareholders, which is scheduled to convene on October 31, 2017. The plan will then have to be sanctioned by a judgment of the Paris Commercial Court, scheduled for November 13, 2017, according to the indicative timetable, following a hearing on November 6, 2017. The judgment by the Paris Commercial Court on the safeguard plan will then have to be recognized in the United States under a Chapter 15 proceeding, which is tentatively expected to take place on November 20, 2017.

A Chapter 11 plan concerning some of the Group's foreign subsidiaries, which are debtors or guarantors of the Group's debt has been prepared. The subsidiaries involved in the Chapter 11 plan are CGG Holding BV, CGG Marine BV, CGG Holding I (UK) Ltd, CGG Holding II (UK) Ltd, CGG Holding (US) Inc., CGG Services (US) Inc., Alitheia Resources Inc., Viking Maritime Inc., CGG Land (US) Inc., Sercel Inc., Sercel-GRC Corp, CGG Marine Resources Norge AS, CGG Canada Services Ltd and Sercel Canada Ltd.

As part of these judicial proceedings, the holders of claims under the Secured Loans, the Senior Notes and the Convertible Bonds whose principal aggregate amount, inclusive of the Convertible Bonds, is approximately equal to $2.8 billion) may not demand any early repayment, which provides protection to the Group to carry out its operational activities while leaving to stakeholders only a limited timeframe to approve a financial restructuring plan.

Should one of the conditions set out in subsection C.1of the Prospectus Summary fail to be satisfied, the financial restructuring plan may not be implemented. In this case, or if the implementation timetable is not met, according to the Company cash flow forecasts, the Group liquidity would decrease below the required level to continue the operations no later than the first quarter of 2018, hence jeopardizing the ability of the Group to continue as a going concern. In addition, in such cases, the Group could be placed under judicial reorganization proceedings ( redressement judiciaire ) in the short term, and be wound up in the medium term, as the case may be in the context of liquidation proceedings in various jurisdictions. Should such proceedings be carried out, they could place the shareholders and the holders of American Depositary Shares in a situation where they would lose their entire investment in the Group, and the creditors, or some of them, with fewer recourses to recover their claims

For the purpose of the Prospectus Summary, (i) " *Restructuring Effective Date* " means the date on which all of the conditions relating to the effective nature of the completion of the restructuring plan under the US proceeding of Chapter 11 of the Federal Bankruptcy Code and the safeguard ( sauvegarde ) or judicial reorganization proceedings ( redressement judiciaire ) plan (as applicable) have been satisfied or waived, including the completion of all steps required to finalize the restructuring, such as the issuance of debt securities and other securities contemplated therein, irrespective of the fact that the time limits for challenges have not expired, such date being acknowledged by the Board of directors or, upon delegation, by the CEO of the Company, and (ii) " *Reference Date* " means the date corresponding to the last day of the exercise period for the Rights Issue with PSR.

Summary of the main characteristics of the draft safeguard plan

The main characteristics of the draft safeguard plan are the following :

· *The substantial reduction of the Company's gross financial indebtedness level by way of equitization of the claims under the Senior Notes and Convertible Bonds*

Equitization of the Senior Notes

· The claims under the Senior Notes (principal plus accrued interest other than interest referred to below) would be equitized at their face value at a subscription price of €3.12 per new share (the " *Creditors Shares 2* ") (except for the amount potentially used to backstop the capital increase with preferential subscription right as described below);
· Accrued and unpaid interests under the Senior Notes for an amount of $86 million would be paid in new high-yield second lien notes or would be paid in cash over a ten-year period subject to certain terms.

Equitization of the Convertible Bonds

· The claims under the Convertible Bonds (principal plus accrued interest other than interest referred to below) would be equitized at their face value at a subscription price of €10.26 per new share (the " *Creditors Shares 1* ");
· Accrued and unpaid interests for an amount of approximately €4.46 million would be paid in cash.

· *A new money injection up to approximately $500 million*

The size of such new money injections was discussed and agreed between the parties on the basis of negative sensitivities vis-à-vis the outlook for 2018 and 2019, based in particular on a less favorable assumption regarding the price per oil barrel, i.e. a simple stability compared to the current level of USD 50-55 per barrel, and a lower increase of exploration expenses.

Share capital increase with preferential subscription right for approximately €112

· A share capital increase with preferential subscription right would be implemented in an amount of up to approximately €112 million (the " *Rights Issue with PSR"* ) by way of an issue of new shares with share warrants attached (the " *Warrants #2* " and " *ABSA* "), at a subscription price of €1.56 per ABSA; three Warrants#2 would give the right to subscribe to two new shares at a price of €4.02 per new share, for a 5-year exercise period. This capital increase would be backstopped by DNCA Invest and the entities managed by DNCA Finance (the " *DNCA Entities* "), up to an amount of €71.39 million (compensated by a fee equal to 10 % of the amount backstopped), then by the holders of Senior Notes for the remaining portion unsubscribed by the shareholders, by way of set-off.

Issuance of new high yield notes for an amount up to $375 million

· An issuance of new high-yield second-lien notes would be implemented for an amount of $375 million, such issuance being subscribed in accordance with a private placement agreement dated June 26, 2017; the subscribers would benefit from an allocation of share warrants giving right to subscribe, with a six-month exercise period and for one euro cent (€0.01) per new share, to 16% of the capital on a partially diluted basis after the restructuring transactions (the " *Warrants #3* "). The new notes would be governed by New York state law, benefit from second-ranking security interests, and bear interest at a rate including a variable component indexed on the LIBOR for the tranche denominated in US dollars and EURIBOR for the tranche denominated in euros (with a floor at 1%) plus 400 bps per annum and PIK of 850 bps per annum (the " *New Second Lien Notes)* "; the subscribers would benefit from a backstop commitment fee equal to 7 % of the total amount subscribed;
· This issuance of new notes would be backstopped by the members of the ad hoc committee of the holders of Senior Notes (or their transferees) who will receive in this respect a backstop commitment fee equal to 3 % of the total amount of the issuance, and share warrants giving the right to subscribe, with a six-month exercise period and for one euro cent (€0.01) per new share, to 1.5% of the capital on a partially diluted basis after the restructuring transactions (the " *Backstop Warrants* ");
· The funds raised in cash from (i) the Rights Issue with PSR and (ii) the issue of the New Second Lien Notes and Warrants #3 (net of backstop and commitment fees and other costs, expenses or fees related to the Rights Issue with PSR and the issue of the New Second Lien Notes and Warrants #3) will be used as indicated in paragraph E.2a below.

· *The free allocation of share warrants to the shareholders enabling them to benefit from the sector recovery*

· Share warrants would be allocated for free for each existing share (the " *Warrants #1* "). Three of such warrants would give right to subscribe, with a four-year exercise period, for four new shares of the Company at a subscription price of €3.12 per new share.

· *The free allocation of share warrants to the members the ad hoc committee of the holders of Senior Notes*

Share warrants would be allocated for free to the members of the ad hoc committee of the holders of Senior Notes (the " *Coordination Warrants* "). Such warrants would give the right to subscribe, with a six-month exercise period and for one euro cent (€0.01) per new share, to 1% of the capital on a partially diluted basis after the restructuring transactions.

· *The extension of the maturity of the Secured Loans*

· The Secured Loans would be subject, under certain conditions, partially repaid by anticipation up to $150 million (the " *Initial Repayment* ") by means of injection of new liquidity as described above.
· The US RCF, the French RCF and the TLB 2019 would be "exchanged" for new high-yield first lien notes, with a five-year maturity (2023), except in the event of early total repayment of the Secured Loans.
· Such new high-yield first lien notes would be governed by the New York State law and issued by CGG Holding (U.S.) Inc., and would bear interest at a rate with a floating LIBOR component (subject to a floor of 100 basis points) plus 650 basis point, in cash per year and, with respect to capitalized interest (payment-in-kind, or PIK), a component determined on the Restructuring Effective Date based on the amounts still outstanding on that date after taking into account the Initial Repayment, such bonds being issued (i) for the creditors of the US RCF and of the TLB 2019, and (ii) upon instruction from the Company, to the creditors under the French RCF as payment of part of the debt owed by CGG Holdings (U.S.) to the Company;

The issuances of Warrants #1, ABSA, Warrants #3, Coordination Warrants and Backstop Warrants are below referred to as the " *Issuances Steps* ".

The "Chapter 11" plan follows the characteristics of the draft safeguard plan described below for the creditors concerned, that is to say the creditors under the Secured Loans and the Senior Notes (the "Chapter 11" plan and the draft safeguard plan are together referred to as the " *Financial Restructuring Plan* ").

Financial debt and liquidity after completion of the transactions provided for in the Financial Restructuring Plan

Following the transactions provided for in the Financial Restructuring Plan, the Group would benefit from a balance sheet with a level of gross financial debt reduced from approximately $2.9 billon to approximately $1.2 billion. The maturities of the new notes would be as follows:

The net debt / EBITDA ratio (leverage ratio) would be, immediately after completion of the transactions contemplated in the draft safeguard plan, close to 2.1x, while it would have reached almost 8.5x in the absence of any financial restructuring.

The impacts of the Financial Restructuring Plan on the Group's liquidity are as follows:

- the implementation of the Financial Restructuring Plan is reflected, if cumulated, over the period of 2017-2019 by net savings of financial costs in cash (after interests payments, and principal repayments) of approximately $225 million, after considering the costs related to the restructuring (fees of attorneys, banks, advisers, experts..) and given the tax advantages related to the safeguard proceedings;

- the Group would have an increase of its cash flows close to $300 million immediately after the implementation of the restructuring, corresponding to the residual products (i) of the Rights Issue with PSR and (ii) of the issuance of the New Second Lien Notes, after payment of the various compensations of placement and backstop and partial repayment of the Secured Loans;

- the Group would have a capacity to raise new secured debt in the future, pari passu with the new first lien notes up to an amount of $200 million, the lenders having accepted to share their securities and guarantees up to a maximum amount of $900 million. After the restructuring, the amount of new first lien notes would reach $677 million.

Number of securities issued

The Company will notify the market of the precise date of the launch of the Rights Issue with PSR, for which a prospectus will be submitted to the AMF for its approval ( visa ), and of the date of settlement and delivery of the different issuances. The settlement and delivery of all the issuances of Warrants #1, Warrants #3, Creditor Shares 1, Creditor Shares 2, Coordination Warrants, and Backstop Warrants will occur concomitantly with the settlement and delivery of the issue, with shareholders' preferential subscription rights, of new shares with warrants, subject to satisfaction of all the above-mentioned conditions precedent. The issuances provided for under the draft safeguard plan and the Chapter 11 plan shall be regarded as a whole; if one of them could not be implemented, none of them would be implemented.

The Company will notify the market of the final number of shares to be issued under issues reserved for creditors, after the centralization period of the Rights Issue with PSR. 

Governance

Subject to the vote of the Company's general meeting of shareholders, the structure and composition of the Company's Board of Directors after the restructuring will be determined in consultation with DNCA and the members of the ad hoc committee of Senior Notes holders who will have become and remained shareholders of the Company.

The structure and composition of the board of directors will have to comply with the AFEP-MEDEF Code and will be put in place promptly and in any event no later than three months after the Restructuring Effective Date.

Challenge of the draft safeguard plan by certain Convertible Bonds holders

On August 4, 2017, certain holders of Convertible Bonds (Keren Finance, Delta Alternative Management, Schelcher Prince Gestion, Financière de l'Europe, Ellipsis Asset Management and HMG Finance) filed an appeal against the draft safeguard plan adopted by the committee of banks and assimilated creditors, and the sole general meeting of bondholders on July 28, 2017, which will be examined during the hearing on the draft safeguard plan, scheduled for November 6, 2017.

Without disputing the results of the general meeting of bondholders' vote, these holders of Convertible Bonds challenge the treatment of their claims under the draft safeguard plan, arguing that the differences in treatment between the Convertible Bond holders and the Senior Notes holders is not justified by the differences in their situations and would be, in any event, disproportionate.

The Company considers that the holders of Convertible Bonds are not in the same situation as the Senior Notes holders, in particular regarding the guarantees given to the latter, so that the differentiated treatment provided for in the draft safeguard plan is compliant with legal provisions.

Should this claim be declared well founded by the Court, the Court may not adopt the draft safeguard plan in so far as it does not have the power to modify its terms.

If the action was declared groundless and the draft safeguard plan is sanctioned by the Court, the Convertible Bonds holders might appeal this judgment, which will, nevertheless, remain fully enforceable on a provisional basis (the implementation of the safeguard plan would not be suspended), except in the event of (i) an appeal from the public Prosecutor's office ( Parquet ) or (ii) the suspension of the provisory enforcement pronounced by the first president of the Paris Court of Appeal, by a summary proceedings ( en référé ) at the request of the claimants, pursuant to article R. 661-1 of the French Commercial Code, and provided that the grounds relied on in support of the appeal appear serious.

If such a request were granted, the implementation of the Financial Restructuring Plan would be delayed or jeopardized. Although the Company believes that the occurrence of this risk of suspension of the provisional enforceability of the judgment sanctioning the plan prior to the implementation of the Financial Restructuring Plan is unlikely, it cannot be completely ruled out. Furthermore, following the implementation of the Financial Restructuring Plan, the draft safeguard plan could be canceled with retroactive effect if the Court of Appeal accepted the claimants' requests. Such a cancellation could theoretically have the effect of invalidating the financial restructuring of the CGG group.

*B.5*

*Group to which the issuer belongs*

The Company is the parent entity of the Group, which included 79 consolidated subsidiaries (73 in foreign countries and 6 in France) as of September 30, 2017.

*B.6*

*Issuer's principal shareholders and control*

As of September 30, 2017, based on the information available to the Company, its share capital and voting rights were divided as follows:

* * *Shares* *% capital* *Voting rights* *% of voting rights*
*Bpifrance Participations* 2,069,686 9.35 2,458,954 10.90
*IFP Energies Nouvelles* 107,833 0.49 107,833 0.48
*Concert IFP Energies Nouvelles - Bpifrance Participations(a)* 2,177,519 9.84 2,566,787 11.38
*DNCA Finance(b)* 1,756,314 7.94 1,756,314 7,78
*CGG Actionnariat* 273 0.0012 546 0.0024
*Other shareholders* 18,174,046 82.11 18,213,706 80.73
*Treasury shares* 24,997 0.11 24,997 0.11
*Number of shares outstanding and voting rights* *22,133,149* *100* *22,562,350* *100*

(a) Calculated on the basis of the number of shares and voting rights held by Bpifrance Participations and IFP Energies Nouvelles as indicated in its declaration concerning the crossing of threshold addressed to the AMF on June 27, 2017 and on the basis of the total number of shares and voting rights of the Company as of September 30, 2017.
(b) Calculated on the basis of the number of shares held by DNCA Finance as indicated in its declaration concerning the crossing of threshold addressed to the Company on February 21, 2017 and on the basis of the total number of shares and voting rights of the Company as of September 30, 2017.

The shareholders table above is not presented on the diluted basis after dilution resulting from the completion of the stock options, insofar as they are not in the money as of September 30, 2017.

Bpifrance Participations and IFP Energies Nouvelles entered into a shareholders agreement on March 8, 2012 pertaining to their equity interest in CGG, with the aim of implementing a common policy on certain issues concerning the Company.

Following several declarations of thresholds crossing between July 21, 2017 and August 31, 2017, AMS Energie declared holding less than 1% of the share capital and the voting rights of the Company and holding no more than 160,550 shares of the Company.

In the period from September 30, 2017 and the date of approval ( visa ) of the Prospectus, the Company was notified of the following changes in the ownership of its shares:

·             Decrease below the 2% threshold by Dimensional Fund Advisors LP.

At the AMF request, the Company, at its earliest convenience, will inform the market, by way of a press release, of statutory thresholds crossings that would have been notified to it from the visa date until the extraordinary general meeting of the shareholders of the Company, due to convene on October 31, 2017.

All shares fully paid up and held in registered form by the same shareholder for at least two years are entitled to double voting rights compared to other shares, based on the portion of the share capital they represent (article L. 225-123 of the French Commercial Code and article 14.6 of the Company's articles of association).

*B.7*

*Selected key historical financial information*

* Half-year data *

The selected financial information below relates to the half-year periods ended June 30, 2017, June 30, 2016 and June 30, 2015. The information for June 30, 2017, June 30, 2016 and June 30, 2015 is derived from the half-year consolidated financial statements for the period ended June 30, 2017 and June 30, 2016.

*Consolidated income statement:*

(In US$ millions)  *First half of 2015* *First half of 2016* *First half of 2017*
*Operating Revenue* 1,042.1 603.2 599.2
*Gross margin* (28.9) (110.9) (195.1)
*Net income* (115.4) (208.9) (314.8)
Minority interests' net income 1.6 (2.0) (1.5)
Shareholders' net income (117.0) (206.9) (313.3)
Earnings per share (base) ^1 (19.25) (10.64) (14.15)

*Other alternative performance indicators (NRC: non-recurring charges)*

(In US$ millions)  *First half of 2015* *First half of 2016* *First half of 2017*
* EBITDAS ^1 before NRC * 257.0 130.9 148.7
*EBITDAS after NRC* 234.4 123.7 24.3
*Operating income before NRC* (6.0) (104.0) (71.0)

(1) EBITDAS is defined as earnings before interest, tax, income from equity affiliates, depreciation, amortization net of amortization expense capitalized to Multi-client, and share-based compensation cost. Share-based compensation includes both stock options and allocation of free shares issued under performance conditions. EBITDAS is presented as additional information because it is one measure used by certain investors to determine operating cash flow and historical ability to meet debt service and capital expenditure requirements. However, other companies may present EBITDAS differently. EBITDAS is not a measure of financial performance under IFRS and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of the Group's operating performance or any other measures of performance derived in accordance with IFRS.

Furthermore, on the first half of 2017, the Cash Flow from operations was $87 million before NRC, compared to $372 million for the first half of 2016. The Cash Flow from operations was $(13) million after cash NRC.

On the first half of 2017, the Global Capex was $146 million, down 28% year-on-year:

- Industrial capex was $23 million, up 3% year-on-year;

- Research & development capex was $15 million, down 19% year-on-year;

- Multi-client cash capex was $108 million, down 33% year-on-year;

Eventually, on the first half of 2017, after the payment of interest expenses and Capex and before NRC, Free Cash Flow was $(98) million compared to $97 million for the first half of 2016. After cash NRC, Free Cash Flow was $(198) million.;

*Consolidated balance sheet:*

(In US$ millions) *First half of 2015* *First half of 2016* *First half of 2017*
*Cash and short-term investment securities* 223.6 451.2 314.8
* Working capital needs ^1* 565.9 280.9 433.2
*Net property, plant and equipment* 1,112.3 768.4 350.1
*Multi-client studies* 1,013.9 990.1 832.9
*Goodwill* 2,037.8 1,228.9 1,229.6
*Total assets* 6,616.8 5,080.3 4,339.4
* Debt ^2* 2,720.8 2,601.6 2,811.8
*Shareholders' equity - attributable to the parent company shareholders* 2,641.0 1,468.8 741.2

(1) Takes into account the receivables accounts and related accounts, stocks and work in progress, tax assets, other current assets and assets held-for-sale, minus payable accounts and related accounts, staff cost liabilities, corporate income taxes to be paid, customer deposits, deferred income, current portion of provisions and other current liabilities.
(2) Takes into account long term financial debt (including finance leases), short-term financial debt (including short-term portion of the finance leases), short-term bank borrowings and accrued interest.

* Annual data *

The selected financial information below relates to the financial years ended December 31, 2016, 2015 and 2014, and is derived from the consolidated financial statements for financial year ended December 31, 2016.

*Consolidated income statement:*

(In US$ millions)  *Financial year closed on December 31*
*2014* *2015* *2016*
*Operating Revenue* 3,095.4 2,100.9 1,195.5
*Gross margin* (697.5) (1,157.6) (396.5)
*Net income* (1,149.6) (1,446.2) (576.6)
Minority interests' net income 7.8 4.0 (3.2)
Shareholders' net income (1,154.4) (1,450.2) (573.4)
Earnings per share (base) ^1 (189.95) (238.50) (27.57)

*Other alternative performance indicators (NRC: non-recurring charges)*

(In US$ millions)  *Financial year closed on December 31*
*2014* *2015* *2016*
* EBITDAS ^1 before NRC * 993.7 660.6 327.9
*EBITDAS after NRC* 775.7 452.8 273.6
*Operating income before NRC* 241.9 60.9 (213.0)

*Consolidated balance sheet:*

(In US$ millions) *Financial year closed on December 31*
*2014* *2015* *2016*
*Cash and short-term investment securities* 359.1 385.3 538.8
* Working capital needs ^1* 539.4 428.5 334.6
*Net property, plant and equipment* 1,238.2 885.2 708.6
*Multi-client studies* 947.4 927.1 847.9
*Goodwill* 2,041.7 1,228.7 1,223.3
*Total assets* 7,061.0 5,513.0 4,861.5
* Debt ^2* 2,778.9 2,884.8 2,850.4
*Shareholders' equity - attributable to the parent company shareholders* 2,693.0 1,312.2 1,120.7

(1) Takes into account the receivables accounts and related accounts, stocks and work in progress, tax assets, other current assets and assets held-for-sale, minus payable accounts and related accounts, staff cost liabilities, corporate income taxes to be paid, customer deposits, deferred income, current portion of provisions and other current liabilities.
(2)Takes into account long term financial debt (including finance leases), short-term financial debt (including short-term portion of the finance leases), short-term bank borrowings and accrued interest.

*B.8*

*Pro forma financial information*

Not applicable.

*B.9*

*Projected or estimated income*

These forward-looking statements are given for the year 2017.

They are based on the consolidated financial statements for the fiscal year ended December 31, 2016 and on the consolidated financial statements as of June 30, 2017 and are established in accordance with IFRS and accounting methods applied by the Group.

They are part of a context in which (i) the Group's management remains heavily dependent on the evolution in the oil and oil-related market, which is particularly difficult to anticipate, and (ii) the Group has set up a draft safeguard plan for CGG and a "Chapter 11" plan for 14 of the Group's foreign subsidiaries, in order to restructure its financial debt. Subject to the required approvals from the shareholders, the Commercial Court of Paris and the US Courts, the financial restructuring should be effective early 2018.

CGG disclosed its outlook for the fiscal year 2017 on March 3, 2017 and confirmed them when it published its results for the first quarter on May 12, 2017 and its results for the second quarter on July 28, 2017. This outlook consists of a view of its EBITDAS excluding restructuring costs related to the Transformation Plan similar to that of 2016 for a less favorable cash generation.

*B.10*

*Concerns and observtions on the historical financial information*

* Concerning the first half of 2017 *

The statutory auditors' report on the first-half of 2017 consolidated financial statements contains the following observations:

" Without calling into question the opinion expressed above, we draw your attention to the following:

-          Note 1.3 "Continuity of operations" in the appendix to the condensed half-year consolidated financial statements, which states that on June 14, 2017, a safeguard procedure was initiated for CGG SA, the parent company of the CGG Group, and a Chapter 11 procedure was initiated in the United States with respect to 14 of its subsidiaries guaranteeing the secured debt and / or high yield bonds; that the Group liquidity as of June 30, 2017 does not allow to fully fund all the current operations until at least June 30, 2018; and that the Group's ability to ensure its continuity of operations depends essentially on the effective and timely implementation of the financial restructuring plan. These factors indicate the existence of significant uncertainties that could call into question the continuity of operations.

-          Note 1 "Accounting Principles" in the appendix to the condensed half-year consolidated financial statements, which states that the consolidated financial statements for the year 2016 are still not approved by the shareholders' meeting which will be held later in the year. "

* Concerning the fiscal year ended December 31, 2016 *

The statutory auditors' report on the 2016 consolidated financial statements contains the following observations:

" Without disputing the opinion expressed above, we would like to draw your attention on the following:

· note 1.3 "Continuity of operations" to the consolidated financial statements, which states that the Group is confronted in its business with material uncertainties which may raise questions as to its ability to maintain the continuity of operations;

After analysis of the situation and of the operation and cash flow forecasts for the year 2017, the 2016 financial statements have been adopted by the board of directors on a going concern basis.

· notes 1.3 "Continuity of operations" and 13 "Indebtedness" to the consolidated financial statements, which states that in the event of the Group's failure to comply in the future with certain financial covenants ratios and with the corresponding restrictions affecting the funds available under the revolving credit facilities, the term loan B and the Nordic Loan, the acceleration of almost all of the debts should be anticipated, and CGG SA would then be unable to meet its accelerated repayment obligations with its available cash, or to rapidly raise the required additional funds;

As regards this situation, CGG SA requested and obtained the disapplication of the financial covenants before the quarterly terms of December 31, 2016 and March 31, 2017. To this end, the secured lenders of CGG Group unconditionally and irrevocably accepted not to test the financial leverage ratio and the interest coverage ratio at both these dates.

Note 13 indicates that such agreements with the lenders are permanent amendments of the loan agreements and are neither temporary or conditional waivers to test the ratios, nor a grace period. Considering the progress of the negotiations of the financial restructuring of the company and the timeline of the options contemplated, it appears that reclassifying the financial debt as a current liability is the most appropriate accounting treatment according to IAS 1 for the financial statements authorized for issue by the Board of Directors of April 27, 2017. This pure accounting reclassification does not question the going concern assumption, comforted by the main actions plans successfully implemented as of April 27, 2017 and does not make immediately payable (CGG never breached its financial covenants) the US$2,682.0 million of finance debt classified as current liability nor does it reduce their maturity below 12 months.

· note 1.1 "Critical accounting policies" to the consolidated financial statements, which describes how depreciation and amortization rules were adapted subsequent to the amendment of IAS 16 and IAS 38 "Clarification of acceptable methods of depreciation and amortization" and the impact in the consolidated financial statements for the fiscal year ."

*B.11*

*Net working capital*

As of the date of this Prospectus, the Group does not have sufficient consolidated net working capital to meet its needs to comply with its obligations over the next twelve months.

As of September 30, 2017, the Group has liquidity of $334 million. According to the forecasted cash flows of the Group, in the event that :

(i) the Company would remain under the safeguard proceedings in France and its 14 subsidiaries under "Chapter 11" in the United States,

(ii) such situation would not have commercial consequences,

(iii) no liquidity injection would be completed,

and given, notably, operational and financial costs of restructuring close to $90 million, the amount of the deficiency of the working capital for the next 12 months, compared to the level required to enable the good implementation of the operations, would be between $25 and $50 million. Furthermore, the Group considers that if the Financial Restructuring Plan were not implemented as described in paragraph B.4a, it would be exposed to adverse commercial consequences, with clients demonstrating their strong reluctance to commit (on projects of pre-financing of multi-clients projects for example), consequences that could lead to increase the deficiency of the working capital within 12 months by an amount in the range of $100-150 million.

However, if the various financial restructuring transactions described in this summary are completed (including the Rights Issue with PSR with respect to which a prospectus will be submitted to the AMF for approval ( visa )), the Company certifies that, from its point of view, its net working capital would be sufficient to meet its obligations for the twelve months following the date of the Prospectus.

* Section C - Securities *

*C.1*

*Nature, class and ID number*

The Prospectus covers:

· the issuance and admission to trading on Euronext Paris of up to 24,375,000 Warrants #1 granted for free by the Company to all shareholders, on the basis of one (1) Warrant #1 for one (1) existing share, which may result in the issuance of up to 32,500,000 new shares for a subscription price of three euros and twelve cents (€3.12) per new share;
· the issuance and admission to trading on Euronext Paris of up to 37,524,400 Creditor Shares 1 issued as part of an increase in share capital with removal of the shareholders' preferential subscription rights, in favor of the holders of Convertible Bonds, that will be subscribed by way of set-off at their face value, at the subscription price of ten euros and twenty six cents (€10.26) per new share;
· the issuance and admission to trading on Euronext Paris of up to 496,794,900 Creditor Shares 2 issued as part of an increase in share capital with removal of the shareholders' preferential subscription rights, in favor of the holders of Senior Notes, that will be subscribed by way of set-off at their face value, at the subscription price of three euros and twelve cents (€3.12) per new share;
· the admission to trading on Euronext Paris of up to 123,817,300 new shares with a subscription price of one euro cent (€0.01) per new share resulting from the exercise  of 123,817,300 Warrants #3 granted for free by the Company to the subscribers of New Second Lien Notes;
· the admission to trading on Euronext Paris of up to 7,738,600 new shares resulting from the exercise of up to 7,738,600 Coordination Warrants, with a subscription price of one euro cent (€0.01) per new share, granted for free by the Company to the members of the ad hoc committee of Senior Notes holders;
· the admission to trading on Euronext Paris of up to 11,607,900 new shares resulting from the exercise of up to 11,607,900 Backstop Warrants, with a subscription price of one euro cent (€0.01) per new share, granted for free by the Company to persons committed to backstop the subscription of the New Second Lien Notes and the Warrants #3, in accordance with the provisions of the Private Placement Agreement dated June 26, 2017;
· the admission to trading on Euronext Paris of the new shares to be issued upon exercise of the Warrants #1.

All the foregoing nominal values and amounts have been calculated under the assumption of the completion of the share capital reduction by means of the diminution of the par value of the Company's shares to one euro cent (€0.01) submitted for approval to the Company's general meeting of shareholders scheduled to convene on October 31, 2017, and subject to the adjustments applicable to the warrants in the event of operations on capital.

The implementation of the Issuances Steps is subject to the following conditions:

· the approval by the Company's extraordinary general meeting of shareholders which is scheduled to convene on October 31, 2017 of the resolutions required to implement the draft safeguard plan, in particular those relating to the share capital reduction by reducing the unit par value of the Company's shares to one euro cent (€0.01);
· the abovementioned share capital reduction being effectively carried out;
· the sanctioning of the draft safeguard plan approved by both the committee of banks and assimilated creditors, and the sole general meeting of bondholders on July 28, 2017, by the Commercial Court of Paris; according to the current contemplated provisional timetable, the court should examine the request for the sanctioning of the draft safeguard plan on November 6, 2017;
· confirmation by the relevant US Court of the "Chapter 11" plan and the recognition of the ruling sanctioning the draft safeguard plan within the framework of the "Chapter 15" proceedings the enforcement of which is not stayed;
· the obtaining of the AMF visa on the prospectus relating to the Rights Issue with PSR, which share capital increase is tentatively scheduled to take place in December 2017, with settlement and delivery scheduled for January 2018;
· the satisfaction of all conditions precedent provided for in the implementation documents of the restructuring, which includes notably the indenture of the new first lien notes, the indenture of the New Second Lien Notes and the new interest second lien notes, or the terms and conditions of the various warrants.

it being specified that the Restructuring Effective Date shall occur at the latest on February 28, 2017.

ISIN Code of the Creditor Shares 1 and Creditor Shares 2: FR0013181864

*C.2*

*Currency of the issue*

Euro.

*C.3*

*Number and nominal value of the securities issued*

On the date of the Prospectus' visa , the Company's share capital amounted to €17,706,519, fully paid up, divided into 22,133,149 ordinary shares with a nominal value of €0.80 each. The share capital reduction through diminution of share par value to one euro cent (€0.01) will be submitted for approval to the Company's general meeting of shareholders scheduled to convene on October 31 2017.

It should be noted that:

1. the nominal value of the issue of Creditor Shares 2 and the number of Creditor Shares 2 to be issued, will be determined on the basis of (a) the total aggregate amount of principal and accrued unpaid interest outstanding on the Senior Notes as of the Reference Date, and (b) the portion of the Rights Issue with PSR which the holders of Senior Notes actually subscribe for by way of set-off against their claim under the Senior Notes, as part of their backstop commitment;
2. the nominal value of the issue of Creditor Shares 1 and the number of Creditor Shares 1 to be issued will be determined based on the aggregate of principal and accrued unpaid interest on the Convertible Bonds as of the Reference Date;
3. the number of Warrants #3 to be issued and the number of new shares for which they may be exercised, the number of Coordination Warrants to be issued and the number of new shares for which they may be exercised and the number of Backstop Warrants to be issued and the number of new shares for which they may be exercised, will be determined based on the number of Creditor Shares 1 and Creditor Shares 2 issued, and of the Rights Issue with PSR.

A press release will be issued by the Company as soon as possible after the centralization period of the Rights Issue with PSR, with the detailed final information on the number of securities issued.

The total number of Creditor Shares 1 allocated to each holder of Convertible Bonds shall be determined on the basis of their total claims against the Company relating to the Convertible Bonds on the Reference Date, compared to the total aggregate amount (principal and accrued and unpaid interests) outstanding on the Convertible Bonds as of the same date (after taking into account in the calculation the cash payment for €4.46 million, as described in paragraph B.4a of the summary), rounded down to the nearest whole number of Creditor Shares 1. Only whole numbers of Creditor Shares 1 will be delivered to the holders of Convertible Bonds.

The total number of Creditor Shares 2 allocated to each holder of Senior Notes shall be determined on the basis of their total claims against the Company relating to the Senior Notes on the Reference Date, compared to the total aggregate amount (principal and accrued and unpaid interests) outstanding on the Senior Notes as of the same date (after taking into account in the calculation the payment of $86 million, as described in paragraph B.4a of the summary, and as the case may be, any amount used by the holders of Senior Notes to backstop the Rights Issue with PSR), rounded down to the nearest whole number of Creditor Shares 2. Only whole numbers of Creditor Shares 2 will be delivered to the holders of Senior Notes.

The total number of Warrants #3 to be granted to subscribers of New Second Lien Notes will be determined in such a manner as to entitle them to subscribe for an aggregate number of new shares not in excess of 16% of share capital after the issue of Creditor Shares 1 and Creditor Shares 2, the Rights Issue with PSR, the exercise of the Coordination Warrants, the Backstop Warrants, and the Warrants #3, but before the exercise of the Warrants #1 and the Warrants #2 (the " *Diluted Number of Shares* "), for a subscription price of 0.01 euro.

The total number of Coordination Warrants to be granted to the members of the ad hoc committee of Senior Notes holders will be determined in such a manner as to entitle them to subscribe for an aggregate number of new shares not in excess of 1% of the Diluted Number of Shares, for a subscription price of 0.01 euro.

The total number of Backstop Warrants to be granted to the persons committed to backstop the subscriptions of the New Second Lien Notes and Warrants #3, in accordance with the private placement agreement dated June 26, 2017, will be determined in such a manner as to entitle them to subscribe for an aggregate number of new shares not in excess of 1.5% of the Diluted Number of Shares, for a subscription price of 0.01 euro.

In any event, the Issuance Steps may not lead to issuance of securities the number, or the number of new shares they entitle to, of which would be higher than those set out in paragraph C.1.

The table below shows the number of Creditor Shares 1, Creditor Shares 2, Warrants #3, Coordination Warrants and Backstop Warrants to be issued under the Financial Restructuring Plan, depending on the portion of the Rights Issue with PSR subscribed by the existing shareholders, with the following assumptions:

· the Reference Date is December 20, 2017;
· the total aggregate amount of principal and accrued unpaid interest outstanding on the Reference Date is €1,467,924,425 under the Senior Notes and €366,024,528 under the Convertible Bonds;
· a Rights Issue with PSR (including premium) for an amount of 112.2 million euros.

Portion of the Rights Issue with PSR subscribed by the existing shareholders (
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