Prospectus - SBM Offshore

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· Engineering skills and cutting edge technology 0105735-0000002 AMCO:5624830.1 6 · Continuous improvement of the design and construction of new FPSO projects B.4a Trends The Company has identified the following trends that are expected to influence the Group's business and the markets in which it operates: B.5 Description of the Group and the Company's positioning within the Group · The IEA and other expert sources expect oil to remain the leading fuel in 2035 with a 27% share (down from 33% as at March 2013). In the overall energy mix, alongside renewables and biofuels, gas is expected to be the only fossil fuel source to increase its share. · The move to production of fields in increasingly deeper waters is expected to continue. · The complexity and size of FPSOs are expected to further increase. · During the previous years, the average contract life of FPSOs has doubled and sometimes even tripled and FPSOs have been increasingly used as full life-of-field development systems. This trend is expected to continue. · As a result of the expected increase in complexity, size, and contract life of FPSOs, it is anticipated that FPSOs will require a growing scale of investment. · Due to the global debt crisis, it is increasingly difficult to secure long-term debt financing from banks. · FPSOs will continue to be constructed and operated under strict local content requirements in Brazil but also in Africa and other parts of the developing world. SBM Offshore is the holding company of the Group that includes the following material subsidiaries (held directly or indirectly by SBM Offshore) as at 31 December 2012: Percentage of capital and voting rights held by the Company Name Country of incorporation (directly or indirectly) SBM Schiedam B.V. Netherlands 100% SBM Holding Inc. S.A. Switzerland 100% Single Buoy Moorings Inc. S.A Switzerland 100% Single Buoy Holdings Inc. US 100% SBM Malaysia Sdn. Bhd. Malaysia 100% SBM Atlantia Inc. US 100%
B.6 Persons who, directly and indirectly, have a notifiable interest in the Company's capital or voting rights Different voting rights Direct and indirect ownership of or control over the Company and nature of such control B.7 Selected historical key financial information 0105735-0000002 AMCO:5624830.1 7 The table below sets forth certain information as at the date of this Prospectus concerning the ownership of Shares of each holder with a 5% or larger interest in the capital of the Company or 5% or more of the voting rights. The information is based on public filings in the register of substantial shareholdings kept by the AFM: Percentage of (direct or indirect) interest in the capital of the Company or its Name Type of shares voting rights HAL Trust Ordinary Shares 13.3% Sprucegrove Investment Ordinary Shares 5.02% Management Limited Stichting Continuïteit Call option on 50.00% SBM Offshore N.V. Preference Shares These shareholders do not have different voting rights from other shareholders. The Company is not aware of any party, or any parties acting in concert, that directly or indirectly control the vote at any General Meeting, nor is the Company aware of any arrangement the operation of which may result in a change of control in the Company. The table below sets out selected financial information for each of the three financial years ended 31 December 2012, 2011 and 2010 and is derived, subject to the note immediately below, from the Company's consolidated financial statements for the financial years ended 31 December 2012, 2011 and 2010, each of which is incorporated by reference. This table and the information in it should be read in conjunction with the Company's consolidated financial statements for the financial years ended 31 December 2012, 2011 and 2010, including the accompanying notes, and the rest of this Prospectus, including the information in the "Operating and Financial Review". In 2011, the Group revised certain accounting policies. As a consequence, to ensure comparability, the 2010 financial information included in the consolidated financial statements for the financial year ended 31 December 2011 was restated in several respects. The 2010 financial information set out below is derived from the restated 2010 financial information included in the consolidated financial statements for the financial year ended 31 December 2011.
Page 1 and 2: SBM OFFSHORE N.V. (a public company
Page 3 and 4: TABLE OF CONTENTS Section Page 1. S
Page 5: 0105735-0000002 AMCO:5624830.1 5 Gr
Page 9 and 10: As at 31 December (in thousands of
Page 11 and 12: eport qualifications B.11 Explanati
Page 13 and 14: 0105735-0000002 AMCO:5624830.1 13
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
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All transactions in Rights prior to
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6.15 Joint Global Coordinators The
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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
Page 205:
COMPANY SBM Offshore N.V. Karel Doo
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Prospectus - SBM Offshore

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