AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

shares in Petrojack ASA to a VPS-account in the name of Awilco Offshore ASA.
5. The new shares shall carry rights to dividends from and including the financial year
2005, and shall otherwise rank equal with the existing shares as from the registration of
the share capital increase with the Register of Business Enterprises.
6. Section 4 of the articles of association shall be amended so as to reflect the number of
shares and the share capital after the share capital increase.
*These items of information will not be known until after the end of the Offer Period. Appendix 1 will include a list of
the Petrojack shareholders who have accepted the Offer and the number of Consideration Shares to be issued to each of
them. 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. Since the new shares will be issued in consideration of the tendered Petrojack shares and in
accordance with the offered exchange ratio of 2:1, the subscription price will not have any impact on the number of
shares received by each tendering Petrojack shareholder.
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, see section 3.13 of
this Offer Document
Registration
The Offeror’s shares are registered in VPS with Nordea Bank Norge ASA, Securities Service
Department, as registrar. The shares are registered with ISIN NO 001 0255722.
Authorizations to issue new shares
The extraordinary general meeting on 4 April 2005 also granted the board of directors an
authorization to increase the share capital by up to NOK 525,666,750. The authorization is valid
until the annual general meeting in 2006, but in no event later than June 30, 2006. The
authorization includes share capital increases against contributions other than in cash, the right to
incur special obligations for the company, cfr. the Norwegian Public Limited Liability Companies
Act § 10-14, and resolutions on mergers in accordance with § 13-5 the Norwegian Public Limited
Liability Companies Act. The pre-emptive rights of the shareholders under § 10-4 of the
Norwegian Public Limited Liability Companies Act may be set aside. The general meeting has not
issued any instructions to the board of directors as to the use of the authorization.
As of the date of this Offer Document Awilco Offshore has used NOK 73,969,830 of the above
mentioned authorization.
Other authorizations
The Offeror does not hold any authorizations to issue convertible loans or to acquire own shares.
Shareholders and share trading
As per 12 September 2005, the number of shareholders of the Offeror is 631, of which 87% are
Norwegian and 13% are non-Norwegian.
The following table sets forth the 20 largest shareholders of the Offeror, as registered in VPS as per
9 September 2005.
Ownership in
Shareholder No. Of shares %
AWILCO AS ATTN: MARIE KASSEL 53 850 630 45,4 %
BANK OF NEW YORK, BR S/A EQUITY TRI-PARTY 3 459 311 2,9 %
AWECO HOLDING AS 3 300 000 2,8 %
GOLDMAN SACHS & CO EQUITY NONTREATY CUS 3 262 700 2,8 %
CREDIT SUISSE FIRST (EUROPE) PRIME BROKE 3 024 000 2,6 %
ORKLA ASA 2 572 300 2,2 %
ODIN OFFSHORE ODIN FORVALTNING AS 2 303 000 1,9 %
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