AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

More documents

Recommendations

Info

6.3 Shareholders As per August 24, 2005, the share capital of Petrojack consists of 57,825,000 shares each with a par value of NOK 5. Petrojack has no outstanding or authorized stock options, warrants or convertible debt. The table below shows the largest shareholders in Petrojack registered in VPS as of 9 September, 2005. Shareholder No. Of shares Ownership in % AWILCO OFFSHORE ASA 11 942 030 21 % SINVEST ASA ATT: SVEIN BJØRNHOLM 11 572 000 20 % INCREASED OIL RECOVE 10 043 259 17 % INDEPENDENT OIL TOOL 5 426 923 9 % GOLDMAN SACHS INTERN EQUITY NONTREATY 4 090 867 7 % CREDIT SUISSE FIRST (EUROPE) PRIME BROKE 4 062 450 7 % GEVERAN TRADING CO L 1 047 000 2 % NORDEA VEKST AKSJEFONDET V/NORDEA 920 000 2 % BANK OF NEW YORK, BR BNY GCM CLIENT ACCT 881 000 2 % NET AS 796 000 1 % GOLDMAN SACHS INTERN EQUITY HOUSE 456 945 1 % FIRST SECURITIES ASA MEGLERKONTO INNLAND 355 298 1 % ABG SUNDAL COLLIER N MEGLERKONTO 318 000 1 % DEUTSCHE BANK AG LON PRIME BROKERAGE 313 440 1 % DANSKE BANK A/S 3887 SETTLEMENTS NOR 304 000 1 % VERDIPAPIRFONDET NOR V/NORDEA FONDENE AS 255 000 0 % HALVORSEN ØYVIND 205 000 0 % LARSEN MILLY KARIN 200 000 0 % ERIKSEN LEIF W. C/O AON GRIEG AS 186 818 0 % BARINGS (GUERNSEY) L NON TREATY CLIENTS A 185 000 0 % Total top 20 53 561 030 93 % Source: VPS 21
7. Description of Awilco Offshore ASA 7.1 Company background Awilco Offshore was incorporated on 21 January 2005 as a 100% owned subsidiary of Awilco, a company in the Anders Wilhelmsen Group. In February 2005, the Offeror acquired from Awilco all investments of the Anders Wilhelmsen Group within offshore accommodation and drilling. A description of the acquisition agreements is set out in section 11.1. As part of the transaction, the Offeror raised NOK 1,000 million in new equity from external investors. In May 2005 the Offeror carried out a small new issue and was listed on the Oslo Stock Exchange. The assets held by the Offeror fall within two segments; offshore accommodation units and jack-up drilling rigs. Accommodation units The Offeror owns two accommodation units suited for employment in the North Sea; one jack-up accommodation unit and one semi-submersible accommodation unit. Both units are suited for operation on the Norwegian Continental Shelf, which has some of the strictest requirements in the market. Only four units of the world-wide fleet of specialised accommodation units comply with the requirements for operation on the Norwegian Continental Shelf. The jack-up accommodation unit “Port Rigmar” is currently employed on a contract on the Ekofisk field on the Norwegian Continental Shelf. The fixed contract currently runs until October 2006. The client, ConocoPhillips, holds options to extend the contract for up to four additional years. Based on the firm contract, the unit would secure an EBITDA of approximately USD 10.5 – 11 million in 2005. For a further description of the unit and the contract, see section 7.5. The semi-submersible accommodation unit “Port Reval”, which was converted from a service rig, has secured employment through November 2006 and additional three months in 2007. Currently, the rig is employed on a contract on the Eldfisk with client ConocoPhillips Norge. Commencement was early September and duration is 10 months. The rig also has secured contracts with Aker Kværner for four months in 2006 and three months in 2007. For 2005, the EBITDA contribution is expected to be approximately USD 6.5 million from the Aker Kværner contract (June 05 to August 05) and approximately USD 5.5 million from the ConocoPhillips contract. For a further description of the unit and the contracts, see section 7.5. During the spring, Port Reval was undergoing a minor upgrade at a yard in Haugesund. The upgrading was made to satisfy requirements made for work on the Norwegian Continental Shelf. Jack-up drilling rigs and options The Offeror has four newbuilding contracts and four newbuilding options. A summary of the contracts and options is set out below. Name Yard W. depth D. depth Decl. by Delivery Project price Financing Contracted rigs WilPower PPL 375ft 30,000ft 2Q06 131 MUSD SCB WilCraft Keppel 400ft 30,000ft 4Q06 131 MUSD Nordea WilSuperior PPL 375ft 30,000ft 2Q07 130 MUSD Nordea WilTBN Keppel 400ft 30,000ft 4Q07 134 MUSD Nordea* Optional rigs PPL option 1A PPL 375ft 30,000ft 03 / 2006 +24mo 144 MUSD Keppel Option B Keppel 400ft 30,000ft 08/ 2006 +28mo 150 MUSD PPL option 2 PPL 375ft 30,000ft 10 / 2006 +24mo 131 MUSD PPL option 3 PPL 375ft 30,000ft 09 / 2007 +24mo 132 MUSD * in process The project prices set out above are the expected prices of the rigs delivered and fully equipped. 22
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 and 16: Under the co-operation agreement be
Page 17 and 18: 4. Background to and reasons for th
Page 19 and 20: 5. The Offer consideration The volu
Page 21: according to the strategy set forth
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
show all

AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?