AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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3.20 Contact between the Offeror and the target company Awilco Offshore has not had any contact with the board of directors or management of Petrojack prior to launching the Offer. Awilco Offshore has, however, in combination with the Managers had discussions with certain shareholders of Petrojack as well as Petrojack’s financial advisor ABG Sundal Collier regarding the possible acquisition of major shareholders’ holdings in Petrojack. A more detailed description of the background the Offer is set out in chapter 4 of this Offer Document. 3.21 Governing law / Jurisdiction The Offer and any acceptance thereof are subject to Norwegian law. Any disputes that arise in connection with the Offer or any acceptance thereof which cannot be amicably resolved shall be subject to the exclusive jurisdiction of the Norwegian courts, with Oslo as venue in the first instance. 3.22 Announcements Any announcements from Awilco Offshore will be made through the information system of the Oslo Stock Exchange. 3.23 Costs Awilco Offshore expects to incur the following fees and expenses in connection with the Offer Name Location Nature of engagement Amount (NOK mill.) Enskilda Securities Oslo Manager 3.0 – 12.0 Fearnley Fonds Oslo Manager 0.0 – 12.0 Wiersholm, Mellbye & Bech Oslo Legal services 0.2 Ernst & Young Oslo Audit services 0.1 Kjelstrup & Wiggen Expert statement 0.1 Estimated fees to the Managers are based an agreed success fee arrangement. The fee payable to Fearnley Fonds ASA has not yet been determined and will depend on degree of involvement and level of work performed. Other fees are based on hourly rates and an estimated time consumed. Fees include value added tax, as applicable. In addition to the fees set out above, Awilco Offshore will also be responsible for other costs incurred, including cost of printing and distribution of the Offer Document and fees to the Oslo Stock Exchange and VPS. 15
4. Background to and reasons for the Offer Awilco Offshore has previously stated its intention to play an active role in the consolidation of the Norwegian drilling-rig industry. Awilco Offshore believes that there are significant benefits to be derived from consolidation, including organisational synergies, economies of scale with respect to management and marketing of the drilling rigs as well as increased attention in the capital markets. In the period 1-3 August 2005, Awilco Offshore acquired 11,942,030 shares in Petrojack through a combination of cash purchases in the market and agreements with major shareholders to exchange Petrojack shares for shares in Awilco Offshore. The shareholders that accepted the offer to exchange their Petrojack shares for shares in Awilco Offshore have been offered compensation in the event that Awilco Offshore increases its offer within a period of one month. On 4 August, 2005, Awilco Offshore announced an offer to acquire all outstanding shares in Petrojack at a consideration of 1 Awilco Offshore share for every 2.31 Petrojack shares. On 23 August 2005, Awilco Offshore announced an improved offer. This Offer is described in detail in this Offer Document. On 30 August 2005, Awilco Offshore entered into an agreement with Sinvest to co-operate with regard to an acquisition of Petrojack. Sinvest currently holds 20.0% of Petrojack’s shares. The agreement states that it is the intention of the parties to acquire control of Petrojack if market conditions permit this. The parties also agree to work towards placing Petrojack’s rigs under the management of Premium Drilling. Under the agreement, all further acquisitions by either party will be made on a 50/50 basis. The agreement also provides that the parties agree that Awilco Offshore shall proceed with the Offer set out in this Offer Document, and that any shares acquired through the Offer shall be subject to the above mentioned principle of 50/50 acquisition. This means that 50% of any Petrojack shares acquired by Awilco Offshore through the Offer, will be re-sold to Sinvest at a price in cash equal to Awilco Offshore’s cost price no later than 14 days after the completion of Awilco Offshore’s acquisition of the shares. The cost price will be determined using the closing share price of Awilco Offshore on the day that the share capital increase is carried out. Under the agreement, if either party desires to sell its Petrojack shares, the other party is entitled to acquire them at market price or, alternatively, to require that the sale be carried out in a coordinated manner on a 50/50 basis. The co-operation agreement also includes an obligation on each of the parties to seek to co-ordinate their voting at general meetings of Petrojack. In Awilco Offshore’s opinion, this co-operation agreement will mean that Awilco Offshore and Sinvest will be consolidated under the Securities Trading Act § 4-5 cfr § 1-4 no. 5. This means that if Awilco Offshore, as a result of the Offer or otherwise, becomes acquires any further shares in Petrojack, and Awilco Offshore and Sinvest at such time jointly own more than 40% of the shares in Petrojack, Awilco Offshore will be obligated under the Securities Trading Act to make a mandatory offer for all shares in Petrojack not already owned by it or Sinvest. The offer price for the mandatory offer must be equal to, or higher than, the highest price paid, or agreed to be paid, by Awilco Offshore or any related party (including Sinvest) for shares in Petrojack during the sixmonth period prior to the date at which the obligation to make a mandatory offer is triggered, see section 3.13 of this Offer Document. The highest price paid in cash by Awilco Offshore is NOK 13.40. Awilco Offshore has also acquired shares in Petrojack against consideration in Awilco Offshore shares, based on an exchange rate of 1 Awilco Offshore share for every 2.31 Petrojack shares. To the best of Awilco Offshore’s knowledge, the highest price paid by Sinvest for Petrojack shares is NOK 17.50 per share. Through the voluntary Offer Awilco Offshore wishes to strengthen its position and increase its 16
Page 1 and 2: Offer Document and Prospectus Volun
Page 3 and 4: Table of Contents 1. Summary ......
Page 5 and 6: Statements of responsibility The Bo
Page 7 and 8: 1. Summary The following summary is
Page 9 and 10: 2. Summary in Norwegian (Sammendrag
Page 11 and 12: 3. Terms and Conditions of the Offe
Page 13 and 14: All Petrojack shares to be tendered
Page 15: Under the co-operation agreement be
Page 19 and 20: 5. The Offer consideration The volu
Page 21 and 22: according to the strategy set forth
Page 23 and 24: 7. Description of Awilco Offshore A
Page 25 and 26: Royal Caribbean Cruises Ltd. Cruise
Page 27 and 28: Key specifications Additional speci
Page 29 and 30: 7.6 The jack-up drilling rig newbui
Page 31 and 32: Awilco Offshore is the owner of 50%
Page 33 and 34: 8. Market overview 8.1 Market posit
Page 35 and 36: formerly a cold-stacked drilling ri
Page 37 and 38: 8.3 The market for jack-up drilling
Page 39 and 40: Jack ups, new buildings Source: Ens
Page 41 and 42: The transfer of assets from Awilco
Page 43 and 44: Monetary assets and liabilities den
Page 45 and 46: Balance sheet Actual Pro forma All
Page 47 and 48: 9.5 Auditor’s statement The finan
Page 49 and 50: 10. Share capital and shareholder m
Page 51 and 52: CITIBANK, N.A. GENERAL IRISH RES.-T
Page 53 and 54: 11. Legal matters This section 11 m
Page 55 and 56: PPL Option Agreement The PPL Option
Page 57 and 58: Contract are not achieved, subject
Page 59 and 60: To finance its obligations under th
Page 61 and 62: Each rig owing company will enter i
Page 63 and 64: As a part of the Norwegian tax refo
Page 65 and 66: 13. Risk factors A number of risk f
Page 67 and 68:
Offeror. This means that Awilco has
Page 72:
Appendix 2 Rig specifications - Por
Page 80 and 81:
Appendix 4 Rig specifications - Kep
Page 82:
Appendix 6 Second quarter report 20
Page 90:
Filipstad Brygge 1 PO Box 1363 Vika
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AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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