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Prospectus - SBM Offshore

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advantages. If the Group fails to keep up with the current competition in the market, or any increased<br />

competition, such failure could adversely affect the Group's business, results and financial condition.<br />

(d) There can be no assurance that the Group's efforts to address low returns in the FPSO industry in<br />

recent years will be successful. If those efforts are unsuccessful, returns may remain low (or may<br />

even decrease), which may have an adverse effect on the Group's business, results and financial<br />

condition.<br />

It has been recognised in the FPSO industry that the returns over recent years have not followed the increased<br />

size and complexity of project tenders in comparison with the returns for E&P companies and the integrated<br />

specialist equipment suppliers. The need by FPSO clients often for fit-for-purpose solutions in increasingly<br />

demanding conditions have led to requests from the Group's clients for larger, more technical and more<br />

complex FPSOs and the Group having to absorb increasing levels of risk, related to project schedule and the<br />

operations of the FPSO over the duration of the contract. Despite this trend, returns for FPSO providers have<br />

been at a very low and at times negative level, disconnected from the sustained good returns of the Group's<br />

clients, which are fuelled by a sustained high oil price. While the Group is seeking to address this imbalance<br />

(by providing for differentiated, value-adding life-cycle solutions and proper contract management through<br />

which to justify higher margins and achieve an improved risk/reward profile), there can be no assurance that<br />

the Group's efforts will be successful. As a result, returns may remain low (or may even decrease), which may<br />

have an adverse effect on the Group's business, results and financial condition.<br />

(e) The Group's customers have made, and may continue to make, increasing demands on the Group.<br />

The increasing complexity, size and duration of these projects increases the risk of technical errors,<br />

as well as errors in the making of assumptions and estimates in relation to a project. Such errors<br />

may adversely impact the business, results or financial condition of the Group should they occur. A<br />

failure by the Group to adapt to the increased demands of its customers, or to adapt quickly<br />

enough, may also adversely impact demand for its products and services, and thus the Group's<br />

business, results or financial condition.<br />

Increasingly, customers demand larger, more complex production facilities that present increasingly difficult<br />

technological challenges, increase development costs and result in longer execution periods. This is, in part, a<br />

consequence of the decline rate of existing oil and gas fields that is resulting in the exploration and<br />

development of new production fields in deep water. By way of example, the FPSO Cidade de Ilhabela is the<br />

largest and most complex FPSO the Group has ever undertaken. The topsides process modules will weigh<br />

close to 23,000 tonnes, and will include large and complex gas processing facilities. The increasing scale and<br />

complexity of projects increases the risk of errors in the making of assumptions and estimates in relation to a<br />

project. In addition, a failure by the Group to adapt to the increasing demands of its customers, or to adapt<br />

quickly enough, may adversely impact demand for its products and services, which could adversely impact the<br />

Group's business, results and financial condition.<br />

2.2 Risks related to the Group's business<br />

(a) There can be no assurance that there will be no further delays or additional costs in relation to the<br />

Deep Panuke project, that the provisions made in relation to that project will be sufficient, or that<br />

further impairment charges will not be incurred. There can be no assurance that the litigation with<br />

EnCana Corporation will be determined in the Group's favour, or that the outcome (including<br />

settlement) of the litigation will not involve the payment of damages and costs by the Group.<br />

Since 2011 the mobile production facility for EnCana's Deep Panuke natural gas project offshore Nova Scotia,<br />

Canada, has suffered from project delays and the Group has incurred additional costs due to, amongst others,<br />

the re-measurement of on-site works and additional work on certain systems. Although the project is on<br />

schedule for delivery in the first half of 2013, there can be no assurance that further delays and additional costs<br />

will not be incurred, that the provisions made will be sufficient, or that further impairment charges will not be<br />

incurred. The relevant Group Company and EnCana Corporation are also involved in legal proceedings in<br />

Canada in relation to this project. The relevant Group Company filed a claim against EnCana Corporation for<br />

0105735-0000002 AMCO:5624830.1 24

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