Prospectus - SBM Offshore

B.7 Description of
significant change
to the issuer's
financial condition
and operating
results during or
subsequent to the
period covered by
the historical key
financial
information
B.8 Selected key pro
forma financial
information
0105735-0000002 AMCO:5624830.1 10
· In 2011 and 2012, the operating results of the Group were significantly affected by
impairment charges. These impairment charges were recognized mainly in relation
to the Yme and Deep Panuke projects for US$ 426.8 million in 2012,
US$ 857 million in 2011 and US$ 50.7 million in 2010 but also as a result of a
revised strategic focus on core products amounting to US$ 37.6 million in 2011.
· In 2012, and as part of a wider US$ 400 million non-core assets disposal program,
the GustoMSC business was sold for approximately US$ 189 million, and the
Dynamic Installer, a diving support vessel, was sold for US$ 15 million. In
aggregate, these disposals contributed capital gains of US$ 128 million to net
income in 2012.
· On 20 December 2012, motivated primarily by the likely de-commissioning of the
Yme platform and a related US$ 400 million impairment plus a US$ 200 million
provision for contributing to de-commissioning costs, the Group increased its
equity through a Private Placement with HAL, which resulted in a net contribution
to equity of US$ 188.7 million, and announced, subject to reaching a settlement
with Talisman Energy Norge AS (together with any of its associates, Talisman) in
respect of the Yme MOPUstor project on or before 11 March 2013, that:
- HAL would pay an additional amount to the Company to reflect a revised,
higher valuation for the Private Placement Shares;
- the Company would raise additional equity by means of the Offering, subject
to customary conditions and the approval of the general meeting of
shareholders; and
- the Offer Price would be equal to the EUR equivalent of the adjusted issue
price of the Private Placement Shares.
· On 11 March 2013, the Group and Talisman signed a settlement agreement
pursuant to which all agreements in respect of the Yme MOPUstor project and
disputes, including pending arbitration, between the parties have been terminated.
The Group and Talisman have agreed to discontinue the completion of the
MOPUstor and to decommission and scrap the MOPU. On 11 March 2013, the
Group has paid Talisman an amount of US$ 470 million for decommissioning and
settlement of the arbitration. Talisman as the operator of the field will be
responsible to do the decommissioning work. The Group will take over the MOPU
when it exits the 500 meter zone where the platform currently is located and will
be responsible for transporting it to a yard where the MOPU will be scrapped. A
provision of US$ 200 million had been taken in 2012 in relation to this settlement.
· On 31 January 2013, the Group repaid the full amount drawn under the project
facility entered into for purposes of the Deep Panuke MOPU of
US$ 220.7 million.
Not applicable; no pro forma financial information is included in this Prospectus.
B.9 Profit forecast Not applicable; no profit forecast or estimate is included in this Prospectus.
B.10 Historical audit Not applicable, there are no qualifications.