AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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9.8 Statutory auditors Awilco Offshore’s statutory auditor is Sondre Kvaalen at Ernst & Young, Oslo, Norway. Ernst & Young has been Awilco Offshore’s auditor since the company’s inception. 47
10. Share capital and shareholder matters 10.1 Share capital Share capital prior to the Offer The Offeror’s share capital prior to the Offer is NOK 1,185,303,330, made up of 118,530,333 shares with a par value of NOK 10 per share, all fully paid. All shares of the Offeror are of the same class and are equal in all respects. The Offeror’s articles of association do not provide for shares of other classes. Each share carries the right to one vote in shareholders’ meetings. The Offeror’s articles of association do not provide for limitations on the transferability or ownership of shares. The development of the Offeror’s share capital is set forth in the table below. Time Event Capital increase Share price Share capital Shares issued January 2005 Incorporation 1,000,000 100.0 1,000,000 10,000 February 2005 Contribution of assets 610,333,500 611,333,500 6,113,335 February 2005 Split 10:1 - - 611,333,500 61,133,350 February 2005 New issue 500,000,000 20.0 1,111,333,500 111,133,350 May 2005 New issue 30,000,000 22.0 1,141,333,500 114,133,350 August 2005 New issue 43,969,830 33.9 1,185,303,330 118,530,333 There are no outstanding warrants, stock options, convertible bonds or other securities convertible into shares of the Offeror. 10.2 Share capital after the Offer The Consideration Shares will be issued through an increase of the share capital of the Offeror. The new shares will be issued to shareholders of Petrojack who accept the Offer based on the offered exchange ratio of 2:1 and the subscription price will be determined based on the closing share price of the Awilco Offshore share on the day that the resolution is passed. The reasons why Awilco Offshore has offered this exchange ratio are set out in section 4 of this Offer Document. The number of new shares to be issued by the Offeror will depend upon the level of acceptance of the Offer. Since the number and identity of the Petrojack shareholders who accept the Offer will only be known after the Offer Period, the formal resolution to increase the share capital can only be passed after the expiry of the Offer Period. Assuming completion of the Offer, the share capital of the Offeror will be increased by a minimum of NOK 10 and a maximum of NOK 171,564,850, through the issuance of a minimum of 1 and a maximum of 17,156,485 new shares, to a minimum of NOK 1,185,303,340 and a maximum of NOK 1,356,868,180, made up of a minimum of 118.530.334 and a maximum of 135,686,818 shares, each with a nominal value of NOK 10. The board of directors of the Offeror anticipates passing the following resolution after the expiry of the Offer Period pursuant to the authorization granted at the extraordinary general meeting on 4 April, 2005: 1. The company’s share capital is increased by [●]* through the issuance of [●]*new shares, each with a par value of NOK 10 at a subscription price of NOK [●]* per share. The share premium will be transferred to the company’s share premium fund. 2. The new shares are issued to shareholders of Petrojack ASA who have accepted Awilco Offshore ASA’s voluntary offer to acquire all outstanding shares in the company, as further listed in appendix 1 to this resolution. Subscription for the shares shall take place in the minutes of the board meeting. 3. In consideration of the new shares, the subscribers shall contribute 2 shares in Petrojack ASA for each new share of Awilco Offshore ASA. 4. The share contribution shall be made no later than [●]* by the transfer of the tendered 48
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 and 46: Balance sheet Actual Pro forma All
Page 47: 9.5 Auditor’s statement The finan
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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