Filing Details

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

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Item 1.                                 Security and Issuer.

 

This Statement on Schedule 13D relates to the ordinary shares of CGG a société anonyme incorporated in France (the Issuer).  The Issuers principal executive offices are located at Tour Maine Montparnasse, 33 Avenue du Maine, 75015 Paris, France.

 

Item 2.                                 Identity and Background.

 

This Statement on Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (Bpifrance Participations), (ii) the Caisse des Dépôts et Consignations, a French special public entity (établissement special) (CDC), (iii)  EPIC Bpifrance, a French public institution of industrial and commercial nature (EPIC), (iv) Bpifrance S.A., and (vii) IFP Energies nouvelles (IFPEN).  Bpifrance Participations, CDC, EPIC, Bpifrance S.A. and IFPEN are referred to herein collectively as the Reporting Persons.  The principal address for CDC is 56, rue de Lille, 75007 Paris, France.  The principal address for Bpifrance Participations S.A., EPIC and Bpifrance S.A. is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. The principal address for IFPEN is 4, avenue du Bois-Préau, 92500 Rueil Malmaison, France.

 

Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A.  CDC is principally engaged in the business of long-term investments.  EPIC is principally engaged in the business of banking finance.

 

IFPEN is a French public industrial and commercial establishment. IFPEN is a public-sector research, innovation and training center active in the fields of energy, transport and the environment. Its mission is to provide public players and industry with efficient, economical, clean and sustainable technologies to take up the challenges facing society in terms of climate change, energy diversification and water resource management

 

As of the date hereof, Bpifrance Participations holds directly 2,069,686 ordinary shares and IFPEN holds directly 280,867 ordinary shares.  As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any ordinary shares directly.  Bpifrance S.A. may be deemed to be the beneficial owner of 2,069,686 ordinary shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 2,069,686 ordinary shares, indirectly through their joint ownership and control of Bpifrance.

 

Attached as Appendices A, B, C, D and E to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC, EPIC and IFPEN, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C, D and E to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                                 Source and Amount of Funds or Other Consideration.

 

Bpifrance Participations obtained the funds to purchase the ordinary shares initially held from working capital. In January 2016, Bpifrance Participations subscribed to CGGs capital increase by exercising 17,992,795 priority subscription rights (5,466,218 of which had been previously purchased from IFPEN for 1,743,177, through working capital) resulting in the acquisition of 53,768,385 new ordinary shares, before giving effect to a 32-to-1 reverse stock split in July 2016.

 

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IFPEN subscribed to CGGs capital increase through the revenue of the sale of its 5,466,218 priority subscription rights to Bpifrance Participations for the same amount of approximately 1.7 million, allowing IFPEN to subscribe for 2,641,176 ordinary shares.

 

Item 4.                                 Purpose of Transaction.

 

All of the ordinary shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes.  The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional ordinary shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the ordinary shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.  The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. In addition, as previously disclosed by the Issuer, Bpifrance Participations has been engaged in discussions with the Issuer on the terms of a financial restructuring plan to address the Issuers capital structure constraints.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D.  However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

Item 5.                                 Interest in Securities of the Issuer.

 

On May 28, 2010, Bpifrance Participations (formerly known as Fonds Stratégique dInvestissements) acquired 9,089,680 ordinary shares and filed a statement on Schedule 13G reporting such ownership on June 11, 2010. In January 2016, Bpifrance Participations subscribed to CGGs capital increase by exercising 17,992,795 priority subscription rights (5,466,218 of which had been previously purchased from IFPEN) resulting in the acquisition of 53,768,385 new ordinary shares, thus bringing its total ownership to 66,224,962 ordinary shares, representing 9.4% of CGGs capital. CGG then effected a 32-to-1 reverse stock split in July 2016, which resulted in the ownership by Bpifrance Participations of 2,069,530 shares. Subsequently, director Anne Guerin returned  to Bpifrance Participations the 156 shares which were previously held by her, as security holder, bringing Bpifrance Participations total ownership to 2,069,686 shares.

 

In 2002, IFPEN acquired 1,402,622 ordinary shares. After its subscription, IFPEN transferred 42,000 shares on May 16, 2006, 40,000 shares on June 1, 2007, and 12,500 shares on September 11, 2007. On June 3, 2008, CGG effected a 5-to-1 stock split, and as a result, the number of shares held by IFPEN increased from 1,308,122 to 6,540,610. IFPEN then transferred 134,000 shares on January 19 and 20, 2010 and 60,000 shares on April 15, 2010. These were sold on the regulated market. Upon CGGs capital increase, in January 2016, IFPEN sold 5,466,218 priority subscription rights to Bpifrance Participations and subscribed to this capital increase via the acquisition of 2,641,176 ordinary shares. On July 20, 2016, CGG effected a 32-to-1 reverse stock split, thus bringing IFPENs shareholding to 280,867 shares, representing 1.3% of CGGs capital.

 

The Reporting Persons are filing this statement on Schedule 13D as a result of the appointment of Bpifrance Participations to the Board of Directors of the Issuer on May 27, 2016.

 

(a)          See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference.  The percentage of ordinary shares beneficially owned by each Reporting Person is based on 22,133,149 outstanding ordinary shares of the Issuer as set out in the Issuers Report on Form 6-K filed with the Securities and Exchange Commission on March 3, 2017.

 

(b)           See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

 

(c)           There have been no reportable transactions with respect to the ordinary shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Statement on Schedule 13D.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

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Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On March 8, 2012, Bpifrance Participations, formerly known as Fonds Stratégique dInvestissement, and IFPEN entered into a shareholders agreement providing that, among other things (i) the parties undertake to discuss their respective points of view and try to find a common position on decisions to be voted on at general meetings (although this is nonbinding); (ii) if both parties have representatives on the Board of Directors, they undertake to discuss their respective points of view and try to find a common position on decisions to be voted on at meetings of the Board of Directors (although this is nonbinding); (iii) the parties undertake to notify the other party of any plan to acquire or dispose of shares or subscribe to a share capital increase concerning the Issuers shares, or to enter into a shareholder agreement with any third party; (iv) the parties undertake to ensure that any plan mentioned in the foregoing clause (iii) is jointly coordinated with the other party in order to narrow the impact on the market price of the ordinary shares; and (v) the parties undertake not to implement any plan mentioned in the foregoing clause (iii) that would require the other party to initiate a takeover bid of the Issuers ordinary shares.

 

Item 7.                                 Material to be Filed as Exhibits.

 

99.1                        Free Translation of Shareholders Agreement, dated March 8, 2012, between Bpifrance Participations, formerly known as Fonds Stratégique dInvestissement, and IFPEN

99.2                        Joint Filing Agreement dated as of May 30, 2017, by and among the Reporting Persons.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 30, 2017	IFP Energies nouvelles
	By:	/s/ Georges Picard
	Name:	Georges Picard
	Title:	Executive Vice President
Dated: May 30, 2017	Bpifrance Participations S.A.
	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO
Dated: May 30, 2017	Caisse Des Dépôts et Consignations
	By:	/s/ Joel Prohin*
	Name:	Joel Prohin
	Title:	Director of asset management
Dated: May 30, 2017	Epic Bpifrance
	By:	/s/ Sophie Paquin**
	Name:	Sophie Paquin
	Title:	Director of Legal Affairs
Dated: May 30, 2017	Bpifrance S.A.
	By:	/s/ Nicolas Dufourcq
	Name:	Nicolas Dufourcq
	Title:	CEO

 

* Joel Prohin is signing on behalf of Caisse des Dépôts et Consignations by executive order from the general manager of Caisse des Dépôts et Consignations previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 2 to Schedule 13G, and hereby incorporated herein by reference.

 

**Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G, and hereby incorporated herein by reference.

 

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APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below.  The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
FRANCK SILVENT		Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department
ANTOINE COLAS		Director, Special advisor to the Chief Executive Officer of the Caisse des Dépôts
CATHERINE MAYENOBE		Director, Corporate Secretary of the Caisse des Dépôts
PASCAL FAURE		Director, General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance
FREDERIC SAINT-GEOURS		Director, President of Frances Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF
MARTINE GEROW		Director, Executive Vice-President, Finance and Administration at CWT
BERTRAND WALCKENAER		Director, Director of Agence des Participations de lEtat (French State Shareholding Agency)
ANNE-HELENE CHANTAL ROIGNAN		Director, Deputy Corporate Secretary of the French Treasury
BARBARA LAVERNOS		Director, Executive Vice-President Operations at LOreal
EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

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APPENDIX B

 

Name, business address,  present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of BPI-Groupe (bpifrance) are set forth below.  The business address of each director and executive officer is BPI-Groupe (bpifrance), 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
PIERRE-RENE LEMAS		Chairman, Chief Executive Officer of the Caisse des Dépôts et Consignations
NICOLAS DUFOURCQ		Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
LOUIS SCHWEITZER		Director, Public Investment General Commissioner
MAUD BAILLY-TURCHI		Director, Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance
MARIE-MARGUERITE DUFAY		Director, Chairman of the Regional Council of Franche-Comté
MARTIN VIAL		Director, Chairman of the Agence des Participations de lEtat (French State Shareholding Agency)
FRANCK SILVENT		Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department
ELISABETH HENRY-PEREZ		Director representing the employees,
ERIC VERKANT		Director representing the employees,
AMELIE FAURE		Director, Entrepreneur, Chairman of the Board of Directors of Augure
VIRGINIE CHAPRON DU JEU		Director, Group Finance Director of the Caisse des Dépôts et Consignations
FLORENCE MAS		Director
ERIC LOMBARD		Director, Managing Director of Generali
SANDRINE GAUDIN		Director, Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)
HERVE MORIN		Director, Chairman of the Regional Council of Normandie

 

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APPENDIX C

 

Name, business address,  present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below.  The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France.  Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name		Present Principal Occupation or Employment
PIERRE-RENE LEMAS		Chief Executive Officer
OLIVIER MAREUSE		Savings Fund Director
ANDRE LAURENT MICHELSON		General Financial Officer, Head of Financial Transaction Processing, director coordinating the Caisse des Dépôts Group for Greater Paris
SOPHIE QUATREHOMME		Group Corporate Communications Director
ELIZABETH VIOLA		Banking Services Director
PAUL PENY		Group Human Resources Director
ANNE-SOPHIE GRAVE		Pensions and Solidarity Director
GABRIELLE GAUTHEY		Local Development and Investment Director
VIRGINIE CHAPRON DU JEU		Group Finance Director
JEAN MARC MORIN		Head of Legal and Tax Department
FRANCK SILVENT		Director of Finance, Strategy and Holdings
MARC ABADIE		Local Development and Network Director
CATHERINE MAYENOBE		Secretary General
LAURENT ZYLBERBERG		Director of International and European Relationships

 

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APPENDIX D

 

Name, business address,  present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC BPI-Groupe are set forth below.  The business address of each director and executive officer is EPIC BPI-Groupe, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name		Present Principal Occupation or Employment
PIERRE LEPETIT		Chairman, Chief Executive Officer of EPIC Bpifrance
FRANCOIS JAMET		Director, Head of department SETTAR at the Research and Innovation Ministry
ARNAUD JULLIAN		Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance
SEBASTIEN RASPILLER		Director, Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance
BENJAMIN GALLEZOT		Director,
FRANCOISE LOMBARD		Director, Deputy Director at the Agence des Participations de lEtat (French State Shareholding Agency)

 

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APPENDIX E

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

IFP ENERGIES NOUVELLES

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of IFP Energies nouvelles are set forth below.  The business address of each director and executive officer is IFP Energies nouvelles, 4, avenue du Bois-Préau, 92500 Rueil Malmaison, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

 

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EXECUTIVE OFFICERS

 

Name		Present Principal Occupation or Employment
Didier HOUSSIN		President
Georges PICARD		Executive Vice President
Pierre-Henri BIGEARD		Executive Vice President

 

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