Prospectus - SBM Offshore

E.4 Interests material to
the Offering
(including
conflicting interests)
0105735-0000002 AMCO:5624830.1 20
they can no longer be exercised and an Eligible Person will not be entitled to any form
of payment or indemnity for any unexercised Rights. There will be no rump offering,
as HAL will subscribe for all Remaining Offer Shares at the Issue Price in accordance
with the terms and conditions of the Underwriting Agreement.
Underwriting
In accordance with the Underwriting Agreement, HAL has agreed to (i) exercise all
Rights granted to it in the Offering by the Company and (ii) subscribe for all
Remaining Offer Shares, in each case against payment of the Issue Price for each Offer
Share.
Payment and delivery
Payment for the Offer Shares must be made to the Subscription, Listing and Paying
Agent no later than the Closing Date.
A holder of Rights should pay the Issue Price per Offer Share for the Offer Shares
subscribed for in accordance with the instructions received from the financial
intermediary through which he holds the Rights. The financial intermediary will pay
the Issue Price to the Subscription, Listing and Paying Agent, who will in turn pay it to
the Company. Financial intermediaries may require payment to be provided to them
prior to the Closing Date. Delivery of the Offer Shares will take place through the
book-entry system of Euroclear Nederland.
Joint Global Coordinators: ING and Morgan Stanley
Subscription, Listing and Paying Agent: ABN AMRO
Conditions to the Offering
The Offering was subject to certain conditions precedent which have all been fulfilled
at the date of this Prospectus. HAL's obligations to participate in the Offering by
exercising prior to the end of the Exercise Period all Rights that HAL is allocated in
the Offering and to subscribe and pay for any Remaining Offer Shares pursuant to the
Underwriting Agreement are subject to the fulfilment, or discretionary waiver by HAL,
or, as applicable, by HAL and the Company collectively, of certain conditions (for a
selection of these conditions, see "Plan of Distribution – Conditions to the Offering").
The Joint Global Coordinators and the Subscription, Listing and Paying Agent (and/or
their respective affiliates) have from time to time been engaged, and may in the future
engage, in commercial banking, lending, investment banking and financial advisory
and ancillary activities in the course of their business with the Company (or any parties
related to the Company) for which they have and may in the future, receive customary
compensation. Additionally, the Joint Global Coordinators and the Subscription,
Listing and Paying Agent may, in the ordinary course of their business, have held and
in the future may hold SBM Offshore's securities for investment. In respect of the
aforementioned, the sharing of information is generally restricted for reasons of
confidentiality, by internal procedures or by rules and regulations (including those
issued by the AFM). As a result of these transactions, any Joint Global Coordinator
and the Subscription, Listing and Paying Agent may have interests that may not be
aligned, or could potentially conflict, with the interests of holders of Ordinary Shares,
holders of Rights or with the interests of the Group.
E.5 Person or entity The Company will be issuing and offering the Rights and the Offer Shares.