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Transactions Keywords Studios acquires Binari Sonori Legal advisers to Keywords Studios:

Keywords Studios To Acquire Binari Sonori

Morri Cornelli Associati has advised the shareholders of Binari Sonori in the acquisition by Keyword Studios of the entire share capital of the company. The Acquisition is in line with Keywords' strategy of growing both organically and by acquisition to extend the Group's client base, market penetration and service lines, where the Group can use its existing expertise, multi- service platform, scale and global reach to generate synergies.

Under the terms of the Acquisition, the Group has agreed to pay to the Selling Shareholders upon completion an initial consideration of €6.0m in cash and €3.0m which will be satisfied by the issue of 1,555,650 new ordinary shares of Keywords (the "Consideration Shares") at a price of 158.77 pence per share (being the volume weighted average price over the five business days (in both London and Milan) immediately preceding the date of this announcement). Deferred consideration, which will not exceed a total of €4.0m, will be calculated by reference to the profit before interest and tax of Binari Sonori in the years to 31st December 2014 and 31st December 2015. Deferred consideration will be satisfied by the Group as to at least 50 per cent in cash (or, at the Group's discretion, any greater proportion in cash up to 100%) and the balance (if any) by the allotment of new ordinary shares in Keywords at the relevant volume weighted average price over the five trading days immediately prior to the relevant payment date.

Legal adviser to the selling shareholders of Binari Sonori:

The legal assistance has been focused on the terms of the transaction and, in particular, on the typical M&A aspects in this type of deal. In addition, since the sellers will still manage the company, they have been assisted in the definition of the new corporate governance, as well as on certain employment law aspects related to their new role.

The Morri Cornelli team was led by corporate partner Cristina Cengia, supported by senior associate Roberta Incorvaia and associate Stefano Mascia. LM

This announcement appears as a matter of record only

BNP Paribas secures financing for several seismic support vessels ordered by Bourbon

BNP Paribas – financing of several seismic support vessels ordered by Bourbon

Stephenson Harwood advises the banks and investors regarding the financing of several seismic support vessels ordered by Bourbon.

The Banking and Finance department of Stephenson Harwood's Paris office advised BNP Paribas, acting as arranger and lender, and the Caisse d'Epargne Provence-Alpes-Corse, acting as investor and lender, on the financing of two new seismic support vessels "Bourbon Gannet" and "Bourbon Grebe", delivered 25 April 2014.

Legal advisor to the banks and investors:

This operation, using a French tax lease structure, is part of a 5 year time charter put in place in 2011 between CGG and Bourbon, for 6 seismic support vessels.

The 53 meter long vessels, built by shipbuilders Grandweld in Dubai, have a transaction capacity of 50 tons. Built to measure, these vessels will transport carburant, material and personnel to seismic vessels and guarantee the security of their operations.

This transaction was led by Alain Gautron, partner in charge of the Banking & Finance department of Stephenson Harwood Paris, accompanied by Stéphane Salou, Tax Partner, Aude de Chavanne, Senior Associate and Thomas Guérinel, Associate.

Stephenson Harwood's Banking and Finance team, recognised market leaders in their field, advised the banks with regard to the financing of the first two vessels "Bourbon Petrel" and "Bourbon Fulmar" in 2013. LM

JULY 2014

This announcement appears as a matter of record only www.lawyer-monthly.com

BNP Paribas

Binari Sonori