251844 Awilco_aars_eng.ps - COSL Drilling Europe AS

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Notes Awilco Offshore group Statement of changes in equity Awilco offshore group Note 15 Interest-bearing debt in USD thousand, unless otherwise indicated Effective interest rate % Maturity 12.31.05 Current Current portion of long-term debt Libor + 1 5/8 % 2006 11 440 Total current 11 440 Non-current Bank borrowing no 1 Libor + 2,25 % 52 920 Bank borrowing no 2 Libor + 1 5/8 % 59 235 Total non-current 112 155 Security Accommodation rigs pledged 76 807 Jack-up contracts pledged 205 037 Net book value of pledged assets 281 843 Maturity non-current borrowings Later than one year and not later than four years 57 396 Five years and later 54 759 112 155 Security Total external borrowings are secured by mortgages on the Group's rigs. Net book value of these assets are specified in the above table. Borrowing, loan no 1 A credit facility was entered into on May 7,2004, between Wilpower Ltd.(a wholly owned subsidiary) as borrower,certain financial institutions as lenders and Standard Chartered Bank as Arranger,Facility Agent and Security Agent. The loan agreement was amended on May 14, 2004. The lenders have provided a loan facility to Wilpower Ltd., in the amount of USD 94,080 thousand or, iflower, 80% of the contract price and the provisional contract sum. The loan is repayable by eight installments, with the first seven installments in equal amounts of USD 3,136 thousand, and the final installment being equal to the remaining outstanding balance of the loan. The first installment is to be paid on January 7, 2007,and each subsequent installment is repayable at six-monthly intervals thereafter. The loan agreement includes provisions usually found in loan agreements of this nature, including; (i) that Wilpower Ltd.will remain a wholly owned subsidiary, (ii) that Awilco Offshore ASA remains listed,(iv) that Awilco AS will have control of 40% of the board of directors of Awilco Offshore ASA. Borrowings, loan no 2 On February 22, 2005, certain subsidiaries entered into an agreement with Nordea for USD 210 million of senior credit facilities consisting of: 1) A revolving reducing credit facility in an aggregate principal amount of equal to the lesser of USD 90 million or 46% of the market value of the accommodation units. The revolving facility shall be subject to 16 consecutive quarterly reductions, commencing three months after the closing date, and the 16th and final installment repaying the remaining outstanding loan. 2) A pre- and post delivery term loan facility in an aggregate principal amount of equal to the lesser of USD 320 million or 50% of the fair market value of the jack-up units. The loans shall be repaid in quarterly installments commencing three months from the delivery of each jack-up unit. The loan agreement includes customary financial covenants, including covenants as to minimum cash, positive working capital, minimum interest coverage ratio,capitalization ratio and collateral maintenance ratio. Other covenants will include maintaining the listing of Awilco Offshore ASA on the Oslo Stock Exchange, Anders Wilhelmsen group maintaining negative control, limitations on consolidations, mergers and demergers and limitations on dividends. In January 2006, the credit facility was increased to USD 410 million, on generally the same terms as described above. However, the new credit facility is more flexible in that drawdowns can be on a pro rata basis compared to equity payments to the yard, compared to previously the equity had to be paid before any drawdowns could be done under the credit facility. 34
Awilco Offshore group Notes Note 16 Commitments and contingencies Capital commitments contracted for at the balance sheet date, but not recognized in the financial statements are as follows: Rigs under construction Yard Delivery Total delivery cost Remaining expenditures WilPower PPL 2Q06 USDm 131 USDm 46 WilCraft Keppel 4Q06 USDm 131 USDm 57 WilSuperior PPL 2Q07 USDm 130 USDm 111 WilBoss Keppel 4Q07 USDm 134 USDm 107 WilForce PPL 4Q07 USDm 144 USDm 144 In March 2006, the Group exercised an option with Keppel Fels to build a sixth jack-up drilling rig. The rig is to be delivered in 2Q09, has a contract price with the yard of USD 146 million and an estimated total project cost of USD 163 milllion. In April 2006, the Group exercised an option with PPL Shipyard Ltd.to build a seventh jack-up drilling rig. The rig is to be delivered in 2Q08, has a contract price with the yard of USD 125 million and an estimated total project cost of USD 132 - 140 milllion. Note 17 Financial instruments The Group had not entered into any financial derivative agreeements as of December 31, 2005. Note 18 Provisions The Group had not recorded any contingent laibilities as of December 31, 2005. Note 19 Shares and shareholders The company's largest shareholders at February 14, 2006: Number of shares Ownership AWILCO AS 54 050 630 41.49 % MORGAN STANLEY AND C CLIENT EQUITY ACCOUN 7 558 746 5.80 % CREDIT SUISSE SECURI (EUROPE) PRIME BROKE 4 399 599 3.38 % AWECO HOLDING AS 3 300 000 2.53 % SIS SEGAINTERSETTLE 2 935 369 2.25 % ORKLA ASA 2 572 300 1.97 % MORGAN STANLEY & CO. 2 568 105 1.97 % JPMORGAN CHASE BANK CLIENTS TREATY ACCOU 2 470 903 1.90 % STATE STREET BANK & CLIENT OMNIBUS D 2 388 810 1.83 % HSBC BANK PLC S/A RE GULF 2 363 450 1.81 % TEIGEN FRODE NAKA RACHA TLD,87/2 2 134 238 1.64 % GOLDMAN SACHS INTERN EQUITY NONTREATY CUS 2 060 687 1.58 % BANK OF NEW YORK, BR S/A EQUITY TRI-PARTY 1 947 785 1.50 % JPMORGAN CHASE BANK S/A ESCROW ACCOUNT 1 884 855 1.45 % DEUTSCHE BANK (SUISS 1 831 310 1.41 % ODIN OFFSHORE ODIN FORVALTNING AS 1 700 000 1.30 % UBS AG,LONDON BRANC IPB CLIENT ACCOUNT 1 596 006 1.23 % ODIN NORDEN 1 495 287 1.15 % DEUTSCHE BANK AG LON PRIME BROKERAGE FULL 1 278 280 0.98 % SKANDINAVISKA ENSKIL (PUBL) OSLOFILIALEN 1 250 000 0.96 % Total 20 largest shareholders 101 786 360 78.13 % Other shareholders 28 491 520 21.87 % Total number of shares 130 277 880 100.00 % 35
Page 1 and 2: Awilco Offshore ASA Annual Report 2
Page 3 and 4: Key figures Figures in USD 1.000 In
Page 5 and 6: Premium Drilling In it’s venture
Page 7 and 8: Depreciation expense was USD 7.2 mi
Page 9 and 10: Awilco Offshore has built up site t
Page 11 and 12: PPL Design: Class: Water depth Dril
Page 13 and 14: Port Rigmar Design: Built / convert
Page 15: USD mill. Paid 1q06 2q06 3q06 4q06
Page 18 and 19: Profit and Loss Statement Awilco Of
Page 20 and 21: Cash Flow Statement Awilco Offshore
Page 22 and 23: Notes Awilco Offshore group Note 1
Page 24 and 25: Notes Awilco Offshore group Stateme
Page 40 and 41: Proforma figures 2004 Awilco Offsho
Page 42 and 43: Balance sheet Awilco Offshore group
Page 44 and 45: Profit and Loss Statement Awilco pa
Page 46 and 47: Cash Flow Statement Awilco parent c
Page 48 and 49: Notes Awilco parent company Note 1
Page 50 and 51: Notes Awilco parent company The com
Page 54 and 55: Notes Awilco parent company Deferre
Page 60: Auditor's Auditors Report report fo

251844 Awilco_aars_eng.ps - COSL Drilling Europe AS

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