AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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Cash flow statement Actual Pro forma All figures in NOK 1000 01.01 - 30.06 01.01 - 31.12 01.01 - 30.06 2005 2004 2004 Cash flow generated by/used in operations Profit before tax (57 266) 89 168 (16 338) Tax payable 0 (10 424) (361) Depreciation 26 216 40 805 14 589 Foreign exchange effects unrealized 28 814 (46 683) 15 350 Cash flow from operations -2 236 72 866 13 240 Change in debtor, creditors , accruals and provisions 18 034 28 887 16 609 Net cash flow from operations 15 799 101 754 29 849 Cash flow generated by/used in investments Invested in fixed assets (547 016) (262 261) (213 578) Proceeds from sale of fixed assets 0 0 0 Net sale/(purchase) of shares 0 0 0 Other investments (19 500) 0 0 Net cash flow from investments -566 516 -262 261 -213 578 Cash flow generated by/used in financial activities Dividend and/or group contribution etc 0 5 049 0 New debt 573 618 105 573 102 959 Repayment debt (587 688) (29 772) (15 072) Equity contributions 1 028 426 164 728 164 647 Net cash flow from financial activities 1 014 355 245 577 252 534 Net cash flow for the year 463 638 85 070 68 804 Cash and cash equivalents per opening balance 146 602 61 532 61 532 Cash and cash equivalents per end of period 610 240 146 602 130 336 Equity The Company's share capital is NOK 1.141.333.500 made up of 114.133.350 shares with a par value of NOK 10 per share. All shares of the Company are of the same class and are equal in all respects. The Company's articles of association do not provide for shares of other classes. Actual Group equity 30.06.05 31.03.05 Proforma equity per opening balance 269 458 269 458 Reversed pro forma effects * 11 716 11 716 Capital transfers, group contribution etc 0 0 Equity contributions 1 028 426 965 000 Dividend 0 0 Profit/(loss) in period -39 767 -23 097 Equity per ending balance 1 269 834 1 223 078 *) The proforma adjustments for 2004 are included in the proforma equity opening balance as specified above. As these adjustments only relate to the proforma financial statements for 2004, the net equity effect of the proforma adjustments are reversed in the opening balance of equity in 2005. 45
9.5 Auditor’s statement The financial statements for the second quarter set out above have not been subject to review or audit. In connection with the public listing of the company, Ernst & Young conducted a review of the first quarter figures of 2005 and a review of the pro forma financial statements and adjustments for 2004. Both reviews were made in accordance with Norwegian Auditing Standard on Review Engagements RS 910. Further information on this can be obtained from the prospectus issued in connection with Awilco Offshore’s initial public offering. 9.6 Other financial information Currency and use of financial instruments The majority of the Offeror’s revenues and expenses, as well as assets and liabilities, are denominated in USD. The Offeror currently has no intention to engage in the use of hedging or speculation activity through the use of financial instruments. Per share data Figures in NOK 2Q2005 2Q2004 2004 Actual Proforma Proforma Earnings per share -0.41 -0.19 1.03 Dividend per share - - - Analytical information Awilco Offshore’s is exposed to two distinct markets; the market for accommodation units and the market for jack-up drilling rigs, holding three rigs under construction. See more information in chapter 7. The Company’s activity in 2004 was operation of the two accommodation units, of which one unit was in operation for the full year while the other unit commenced operation in June 2004 shortly after completion of its reconstruction. The net operating income and operating expenses for 2004, as set out in the pro forma accounts for 2004 in section 9.4, reflect this activity. Set out below is an overview of contract rates received by the Company’s accommodation units in 2004/2005. Unit / Contract Starting Ending Rate, USD/day Port Rigmar BP Valhall August 2003 February 2004 55,500 ConocoPhillips February 2004 September 2005 55,500 ConocoPhillips October 2005 September 2006* 68,000 Port Reval BP Clair June 2004 January 2005 110,000 Aker Kværner June 2005 August 2005 130,000 * Plus options 9.7 Events since the second quarter report On August 30 2005, the Offeror and Sinvest ASA announced to co-operate on the acquisition of Petrojack. The parties have agreed that all future acquisitions of Petrojack shares shall be made on a 50/50 basis. The parties agreed to continue Awilco Offshore’s Offer and that an improved offer will not be made. On September 5 2005, the Offeror entered into a five year bare-boat contract with Arabian Drilling Company for the employment of the drilling rig under construction, WilPower. The contract value is approximately USD 131 mill (including mobilization and demobilization fees), and Arabian Drilling Company has the option to extend the contract for a further year for a contract value of approximately USD 33 mill. Arabian Drilling Company will be responsible for all operating and local expenses. The rig will be employed in Saudi Arabia, and will commence work under the contract in July 2006. 46
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 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: Balance sheet Actual Pro forma All
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

AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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