AWO Prospectus PETROJACK offer - COSL Drilling Europe AS

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Definitions Anders Wilhelmsen Group A Wilhelmsen AS and its subsidiaries Awilco Awilco AS, a company in the Anders Wilhelmsen Group AWO, Awilco Offshore, the Awilco Offshore ASA and, unless the context requires Offeror otherwise, its consolidated subsidiaries Board of Directors The board of directors of the Offeror Consideration Shares Up to 17,156,485 shares in Awilco Offshore offered as consideration in the Offer. DBS Bank Development Bank of Singapore Ltd Enskilda Securities Enskilda Securities ASA Fearnley Fonds Fearnley Fonds ASA Jurong Jurong Shipyard PTE Ltd Keppel FELS Keppel FELS Limited LOG Larsen Oil & Gas AS Managers Enskilda Securities as lead manager and Fearnley Fonds as comanager, collectively referred to as the “Managers” NOK Norwegian Kroner Nordea Nordea Bank Norge ASA Offer Awilco Offshore’s offer to acquire all outstanding shares of Petrojack as described in this Offer Document Offer Document This offer document and prospectus, including all appendices hereto Offer Period The period from and including 16 to 30 September 2005, subject to any extensions. Petrojack Petrojack ASA PPL PPL Shipyard Pte Ltd SCB Standard Chartered Bank Sinvest Sinvest ASA USD United States Dollars VPS Verdipapirsentralen, the Norwegian Central Securities Depositary 5
1. Summary The following summary is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Offer Document, including section 13 “Risk factors”. This summary does not contain all information that is of importance to investors in deciding whether to apply for Offer Shares. Investors should read the entire Offer Document carefully. 1.1 Background for the offer On August 4 2005 Awilco Offshore announced that it had acquired approximately 20% of the shares outstanding in Petrojack and its intention to launch a voluntary Offer for all of the shares in Petrojack. A revised Offer and indicative timetable for the Offer was announced on August 23 2005. Awilco Offshore has previously stated its intention to play an active role in the consolidation of the Norwegian drilling-rig industry. The Company 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. 1.2 Summary terms of the offer The voluntary Offer made by Awilco Offshore offers Petrojack shareholders the opportunity to exchange two Petrojack shares for one Awilco Offshore share, equivalent to an exchange ratio of 2:1. Based on the closing share price of Awilco Offshore on 22 August 2005 (the day prior to announcement of the revised voluntary Offer) of NOK 34.50 this values each Petrojack share at NOK 17.25 and the entire share capital of Petrojack at approximately NOK 997 million. 1.3 Awilco Offshore ASA Awilco Offshore was incorporated on 21 January 2005 as a wholly-owned direct subsidiary of Awilco, a company in the Anders Wilhelmsen Group. In February 2005, Awilco Offshore acquired from Awilco all of the offshore accommodation and drilling rig assets of the Anders Wilhelmsen Group and, as part of the transaction, raised NOK 1,000 million in new equity from external investors through a private placement. In May of 2005 Awilco Offshore completed an Initial Public Offering and was listed on the Oslo Stock Exchange. Background Awilco and the Anders Wilhelmsen Group, originally founded in 1939, have a long tradition within investments in maritime and offshore assets. Having sold its entire offshore exposure to Petroleum Geo-Services in 1998, Awilco commenced new offshore investments in 2002, at that time acquiring an accommodation unit. One additional accommodation unit was purchased and rebuilt in 2004. Also in 2004, Awilco acquired one contract for a jack-up drilling rig newbuilding at PPL. A further three jack-up newbuilding contracts were entered into at Keppel and PPL during 2005. Asset and market exposure Awilco Offshore is exposed to two distinct markets from the outset; the market for accommodation units (holding two units) and the market for jack-up drilling rigs (holding four newbuilding contracts and four newbuilding options). The accommodation units mainly operate in the North Sea and are both suited, as two of only four units in the world fleet, for employment on the Norwegian Continental Shelf. The jack-up newbuilding contracts and options have the main terms set out in the table below. 6
Page 1 and 2: Offer Document and Prospectus Volun
Page 3 and 4: Table of Contents 1. Summary ......
Page 5: Statements of responsibility The Bo
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 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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