Prospectus - SBM Offshore

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C.5 Restrictions on free transferability of the securities C.6 Listing and admission to trading 0105735-0000002 AMCO:5624830.1 12 General Meeting to authorise the Management Board to restrict or exclude the preemption right, a majority of at least two-thirds of the votes cast shall be required. A resolution of the Management Board to restrict or exclude the pre-emption rights is subject to the approval of the Supervisory Board. There are no restrictions on the free transferability of the Ordinary Shares under the Articles of Association. However, the offer of the Rights and the Offer Shares to persons located or resident in, or who are citizens of, or who have a registered address in countries other than the Netherlands, and the transfer of Rights and Offer Shares into jurisdictions other than the Netherlands, may be subject to specific regulations or restrictions. Rights may only be exercised and used to subscribe for Offer Shares by Eligible Persons. For a description of the restrictions on resale and transfer of the Offer Securities, see "Selling and Transfer Restrictions". Application has been made for admission to listing and trading of the Rights and the Offer Shares on Euronext Amsterdam. The Company expects trading of the Rights on Euronext Amsterdam to commence at 09:00 hours CET on 4 April 2013 and to cease at 17:40 hours CET on 16 April 2013, barring unforeseen circumstances. The Rights will be traded under the symbol "<strong>SBM</strong>OR". The Company expects that the Offer Shares will be admitted for listing and that trading in the Offer Shares will commence, on Euronext Amsterdam at 09:00 hours CET on or about 22 April 2013, barring unforeseen circumstances. The Offer Shares will be listed and traded on Euronext Amsterdam under the symbol "<strong>SBM</strong>O". C.7 Dividend policy The Company pursues a stable dividend policy. It is the policy of the Company to distribute an annual dividend of 50% of the Group's net profit attributable to the Shareholders as shown by the Company's adopted annual accounts for the relevant year. D.1 Risks specific to the Company and the Group Over 2010, the Company declared a dividend of US$ 0.71 (EUR 0.48) per Ordinary Share, at the option of the Shareholders payable in cash or in the form of new Ordinary Shares. Over 2011, in accordance with its dividend policy, the Company did not pay any dividend due to the negative result for 2011. Over 2012, in accordance with its dividend policy, the Company did not pay any dividend due to the negative result for 2012. The Company furthermore does not intend to pay a dividend over 2013 in order to preserve and improve the Group's equity position. Section D – Risks Risks related to the industry in which the Group operates · The Group's business and operations depend upon conditions prevailing in the oil and gas industry and changes in the prevailing market conditions could have a material adverse effect on the Group's business, results or financial condition. · The natural decline in the rate of production in oil and gas fields impacts worldwide oil and gas production, and may result in decreased opportunities for the Group as the number of viable oil and gas fields decreases.
0105735-0000002 AMCO:5624830.1 13 · A failure by the Group to maintain its competitive position in bespoke technological solutions may negatively impact demand for the Group's products and services, particularly in the market for larger, more complex FPSOs. This may in turn impact the demand for the products and services the Group provides and thus have an adverse impact on its business, results and financial condition. · There can be no assurance that the Group's efforts to address low returns in the FPSO industry in recent years will be successful. If those efforts are unsuccessful, returns may remain low (or may even decrease), which may have an adverse effect on the Group's business, results and financial condition. · The Group's customers have made, and may continue to make, increasing demands on the Group. The increasing complexity, size and duration of these projects increases the risk of technical errors, as well as errors in the making of assumptions and estimates in relation to a project. Such errors may adversely impact the business, results or financial condition of the Group should they occur. A failure by the Group to adapt to the increased demands of its customers, or to adapt quickly enough, may also adversely impact demand for its products and services, and thus the Group's business, results or financial condition. Risks related to the Group's business · There can be no assurance that there will be no further delays or additional costs in relation to the Deep Panuke project, that the provisions made in relation to that project will be sufficient, or that further impairment charges will not be incurred. There can be no assurance that the litigation with EnCana Corporation will be determined in the Group's favour, or that the outcome (including settlement) of the litigation will not involve the payment of damages and costs by the Group. · In pricing contracts with customers, the Group relies on cost quotes from its suppliers and subcontractors, and must also make assumptions and estimates. If third-party quotes, or the Group's own assumptions or estimates of the overall risks, revenue, capital requirements, operating costs or other costs of any particular project or contract prove inaccurate, or if circumstances change such that those quotes, assumptions or estimates prove inaccurate, then lower than anticipated profit may be achieved, or a loss may be incurred on such projects or contracts. · The Group is affected by timely access to resources, shipyard space and price escalations and is reliant on the performance of third party subcontractors and other suppliers. Procurement difficulties or equipment performance failures may adversely affect the Group's business, results and financial condition. · In a number of the countries in which the Group operates, host governments set minimum levels for local content and participation in oil and gas projects – including the engagement of local subcontractors, suppliers, partners and employees. Amongst other things, a failure to meet these requirements may result in a fine, or may impair the ability of the Group to operate in these regions, each of which, should they occur, adversely effect the business, results and financial condition of the Group. · At any given time, the Group is typically engaged in relatively few contracts for FPSOs with a limited number of customers in a limited number of geographical locations. Each of these contracts contributes a significant portion of the Group's consolidated revenues. This magnifies the individual risks that apply to any given
Page 1 and 2: SBM OFFSHORE N.V. (a public company
Page 3 and 4: TABLE OF CONTENTS Section Page 1. S
Page 5 and 6: 0105735-0000002 AMCO:5624830.1 5 Gr
Page 7 and 8: B.6 Persons who, directly and indir
Page 9 and 10: As at 31 December (in thousands of
Page 11: eport qualifications B.11 Explanati
Page 15 and 16: 0105735-0000002 AMCO:5624830.1 15
Page 17 and 18: D.3 Risks specific to the Offer Sec
Page 19 and 20: E.3 Terms and conditions of the Off
Page 21 and 22: offering to sell the securities and
Page 23 and 24: economic downturn, and because of t
Page 25 and 26: an unspecified amount alleging unre
Page 27 and 28: for the Group's FPSOs operating in
Page 29 and 30: (i) The Group enters into turnkey c
Page 31 and 32: conditions at the time of a lease e
Page 33 and 34: labour disruptions and other factor
Page 35 and 36: penalties and materially and advers
Page 37 and 38: management time and effort away fro
Page 39 and 40: The Group's participation in indust
Page 41 and 42: and covenants in the agreements gov
Page 43 and 44: exercise significant influence over
Page 45 and 46: 2010 financial information In 2011,
Page 47 and 48: "may", "will", "could", "should", "
Page 49 and 50: Independent Source, no facts have b
Page 51 and 52: If a proposal is made to distribute
Page 53 and 54: During decommissioning, ownership o
Page 55 and 56: Share issues Under the Underwriting
Page 57 and 58: All transactions in Rights prior to
Page 59 and 60: 6.15 Joint Global Coordinators The
Page 61 and 62: Amsterdam will be deemed null and v
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In this Prospectus, persons who are
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the laws or regulations of any juri
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9. INDUSTRY AND MARKET OVERVIEW 9.1
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9.2 Offshore production solutions T
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(d) FPSO An FPSO system is containe
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Figure 9: Implied capacity among FP
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Expected FPSO spending 2013-2017 Af
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Figure 14: Main active market playe
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Machine Factory founded the Gusto s
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continue to be constructed and oper
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where the Group leases and operates
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Key financials For 2012, the Group'
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(in chronological order per categor
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up to two or three years beyond the
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Ongoing FPSO projects · N'Goma: A
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Contracts Group Companies routinely
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The Group's Order Portfolio at 31 D
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10.9 Customers The Group's customer
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10.13 Property, plant and equipment
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In 2010, 20 accidental releases wer
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Host country sustainability and wor
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claim, BP rejected a settlement pro
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(in thousands of US$) 0105735-00000
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12. SELECTED FINANCIAL INFORMATION
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As at 31 December (in thousands of
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Lumpur (Malaysia). Four of these ex
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accounting treatment of finance lea
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· Increasing complexity and size o
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(l) Impact of availability of finan
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(f) Research and development expens
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The Order Portfolio in the Turnkey
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accounted for US$ 230 million of th
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The increased EBIT in 2012 compared
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Financial year ended 31 December (i
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administrative expenses (which decr
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Net cash inflow from operating acti
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Original Interest per annum on the
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August 2012 (FPSO Cidade de Ilhabel
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· The remaining contractual commit
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entities are eliminated to the exte
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Other fixed assets 2-20 years When
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(i) Provisions General A provision
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Income tax expenses comprise corpor
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Set out below is an overview of the
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and the period during which the pre
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1 July 2013, except where the artic
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Preference Shares must be paid up f
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Management Board, (ii) members of t
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Company. Such transaction must be c
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Additionally, resolutions of the Ma
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Secondary activities The members of
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nomination drawn up by the Supervis
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Board being present. The Audit Comm
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The peer group is selected to repre
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The target number of Performance Or
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Note: (1) As of the respective date
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Shares were conditionally awarded,
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Systems (including other) Turnkey S
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16. MAJOR SHAREHOLDERS AND RELATED
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the repurchase of the Offer Shares
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individual's yield basis. The 4% de
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18. GENERAL INFORMATION 18.1 The Co
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The following table provides an ove
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Name Country of incorporation Perce
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Name Country of incorporation Perce
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ING and the Subscription, Listing a
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downstream Activities related to cr
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MOPUstor Mobile offshore production
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0105735-0000002 AMCO:5624830.1 203
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COMPANY SBM Offshore N.V. Karel Doo
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Prospectus - SBM Offshore

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