Prospectus - SBM Offshore

exercised and unexercised Rights will lapse without compensation to their holders, (ii) subscriptions for, and allotments
of Offer Shares that have been made, will be disregarded and (iii) any subscription payments made and received by
SBM Offshore or ABN AMRO Bank (the Subscription, Listing and Paying Agent) will be returned without interest
or compensation. The lapsing of Rights will be without prejudice to the validity of any trades in Rights that have been
settled. Any non-settled trades in Rights that have occurred on Euronext Amsterdam will be deemed null and void.
There will be no refund or compensation in respect of Rights purchased in the market or in any other manner. The Joint
Global Coordinators, SBM Offshore, HAL, the Subscription, Listing and Paying Agent and Euronext Amsterdam do
not accept any responsibility or liability with respect to the withdrawal of the Offering or the related annulment of any
transactions in Rights on Euronext Amsterdam.
None of SBM Offshore, the Joint Global Coordinators and HAL has taken, and they will not take any action to permit, a
public offer of the Rights or the Offer Shares (together the Offer Securities) in any jurisdiction outside the Netherlands.
Distribution of this Prospectus may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in
possession of this Prospectus are urged to inform themselves of any such restrictions which may apply in their
jurisdiction and to observe them. Any failure to comply with these restrictions may constitute a violation of the
securities laws of that jurisdiction. The Company disclaims all responsibility for any violation of such restrictions by
any person. For a description of the restrictions on resale and transfer of the Offer Securities, see "Selling and Transfer
Restrictions".
The Offer Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the
Securities Act) or any state securities laws in the United States, and may not be exercised, offered or sold in the United
States unless the Offer Securities are registered under the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may be
lawfully made. The Offering is to be made in reliance on Regulation S under the Securities Act. Potential investors in
the Offer Securities should carefully read "Selling and Transfer Restrictions".
Investing in the Offer Shares and trading in the Rights involves certain risks. See "Risk Factors" for a
description of certain risks that should be carefully considered by potential investors before investing in the
Offer Shares or trading in the Rights.
The statutory pre-emption rights (wettelijke voorkeursrechten) of the holders of Ordinary Shares in respect of the
Offering have been excluded.
The Offer Securities will be delivered in book-entry form through the facilities of Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. trading as Euroclear Nederland (Euroclear Nederland), in accordance with its normal
settlement procedures applicable to equity securities.
This Prospectus constitutes a prospectus for the purposes of Article 3 of the European Union Directive 2003/71/EC of
the European Parliament and of the Council of the European Union (and amendments thereto, including Directive
2010/73/EU to the extent implemented in the relevant member state of the European Economic Area (Relevant
Member State), including all relevant implementing measures (the Prospectus Directive) and has been prepared in
accordance with chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht; the Dutch
Financial Supervision Act) and the rules promulgated thereunder. This Prospectus has been filed with and approved by
the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM).
Joint Global Coordinators
ING and Morgan Stanley
Subscription, Listing and Paying Agent
ABN AMRO
This Prospectus is dated 3 April 2013
0105735-0000002 AMCO:5624830.1 2