AWO Prospectus - COSL Drilling Europe AS

Prospectus
Listing of the shares of Awilco Offshore ASA
on the Oslo Stock Exchange
Offering of up to 3,000,000 new shares, par value NOK 10 per share
Offer price: NOK 22
Application period: 3 – 10 May 2005
Managers
28 April 2005

Important information
This Prospectus has been prepared in connection with the introduction to listing on the Oslo Stock Exchange of the shares
of Awilco Offshore ASA (the “Company”) and the Offering as defined and described herein. The Prospectus has been
prepared to comply with the Norwegian Securities Trading Act and Stock Exchange Regulations. The Prospectus has
been reviewed by the Oslo Stock Exchange pursuant to section 5-7 of the Securities Trading Act and section 14-4 of the
Stock Exchange Regulations.
The information contained herein is as of the date hereof and is subject to change, completion and amendment without
notice. There may have been changes in matters affecting the Company subsequent to the date of this Prospectus. Any
new material information that might have an effect on the assessment of the Offer Shares arising after the publication of
this Prospectus and before the Company’s shares are listed on the Oslo Stock Exchange will be published as a
supplement to this Prospectus in accordance with applicable regulations in Norway, cf. section 14-6 of the Stock
Exchange Regulations. The delivery of this Prospectus shall under no circumstances create any implication that the
information contained herein is complete or correct as of any time subsequent to the date hereof.
No action has been or will be taken in any jurisdiction other than Norway by the Managers or the Company that would
permit a public offering of the Offer Shares, or the possession or distribution of any documents relating thereto, in any
jurisdiction where specific action for that purpose is required. Accordingly, this Prospectus may not be used for the
purpose of, and does not constitute, an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, any
securities in any jurisdictions of in any circumstances in which such offer or solicitation is not lawful or authorised.
Persons into whose possession this Prospectus may come are required by the Company and the Managers to inform
themselves about and to observe such restrictions.
In particular, this Prospectus and the shares issued hereby have not been nor will be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) or any state securities laws. The shares will not be offered or sold to U.S.
persons (as defined in Regulation S under the Securities Act), unless the Company determines in its sole discretion that it
may do so under an applicable exemption from the registration requirements of the Securities Act and relevant state
securities law.
Each prospective purchaser and applicant for the Offer Shares must comply with all applicable laws and regulations in
force in any jurisdiction in which it purchases, subscribes, offers or sells the Offer Shares or possesses or distributes this
Prospectus and must obtain any consent, approval or permission required by it for the purchase, subscription, offer or sale
by it of the Offer Shares under the laws and regulations in force in any jurisdiction to which it makes such purchases,
subscriptions, offers or sales, and neither the Company nor the Managers shall have any responsibility for these
obligations.
Each purchaser of Offer Shares will be deemed to have acknowledged, by its application for Offer Shares, that the
Company and the Managers and their respective affiliates and other persons will rely on the accuracy of the
acknowledgements, representations and agreements set forth herein.
Certain statements made in this Prospectus may include forward-looking statements. These statements relate to the
Company’s expectations, beliefs, intentions or strategies regarding the future. These statements may be identified by the
use of words like “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “will”, “should”,
“seek”, and similar expressions. The forward-looking statements reflect the Company’s current views and assumptions
with respect to future events and are subject to risks and uncertainties. Actual and future results and trends could differ
materially from those set forth in such statements.
All inquiries relating to this Prospectus or the matters addressed herein should be directed to the Company or the
Managers. No persons other than those described in this Prospectus have been authorized to disclose or
disseminate information about this Prospectus or about the matters addressed in this Prospectus. If given, such
information may not be relied upon as having been authorized by the Company.
This Prospectus shall be governed by Norwegian law, and any disputes relating to this Prospectus or the Offering
is subject to the sole jurisdiction of Norwegian courts, with Oslo District Court as legal venue.

Table of Contents
Awilco Offshore ASA
Statements of responsibility............................................................................................................... 3
Definitions ........................................................................................................................................... 5
1. Summary ..................................................................................................................................... 6
1.1 Awilco Offshore ASA........................................................................................................... 6
1.2 Financial information............................................................................................................ 8
1.3 The Offering and listing........................................................................................................ 8
2. Summary in Norwegian (Sammendrag på norsk)................................................................... 9
2.1 Awilco Offshore ASA........................................................................................................... 9
2.2 Finansielle forhold ................................................................................................................ 11
2.3 Aksjeemisjon og børsnotering .............................................................................................. 11
3. Offering and listing information ............................................................................................... 12
3.1 Share capital.......................................................................................................................... 12
3.2 The Offering ......................................................................................................................... 12
3.3 Listing ................................................................................................................................... 16
3.4 Costs...................................................................................................................................... 16
4. Company description ................................................................................................................. 17
4.1 Company background ........................................................................................................... 17
4.2 Anders Wilhelmsen Group – background............................................................................. 18
4.3 Relation to the Anders Wilhelmsen Group........................................................................... 19
4.4 Company strategy ................................................................................................................. 19
4.5 The accommodation units..................................................................................................... 20
4.6 The jack-up drilling rig newbuilding contracts..................................................................... 22
5. Awilco Offshore ASA ................................................................................................................. 24
5.1 Legal structure ...................................................................................................................... 24
5.2 Board of Directors................................................................................................................. 24
5.3 Management and employees................................................................................................. 25
6. Market overview......................................................................................................................... 27
6.1 Market positioning................................................................................................................ 27
6.2 The market for accommodation rigs ..................................................................................... 27
6.3 The market for jack-up drilling rigs...................................................................................... 30
7. Financial information................................................................................................................. 34
7.1 Proforma accounts ................................................................................................................ 34
7.2 Effect of International Financial Reporting Standards (IFRS) ............................................. 35
7.3 Accounting principles ........................................................................................................... 36
7.4 Accounts ............................................................................................................................... 38
7.5 Auditor’s statement............................................................................................................... 41
7.6 Other financial information................................................................................................... 41
8. Share capital and shareholder matters..................................................................................... 43
8.1 Share capital.......................................................................................................................... 43
8.2 Shareholder policy and corporate governance ...................................................................... 44
9. Legal matters............................................................................................................................... 46
9.1 The transfer of assets ............................................................................................................ 46
9.2 Construction contracts .......................................................................................................... 46
9.3 Bank financing agreements................................................................................................... 51
9.4 Management agreements ...................................................................................................... 53
9.5 Certain other legal matters .................................................................................................... 54
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Awilco Offshore ASA
10. Taxation....................................................................................................................................... 55
10.1 Introduction........................................................................................................................... 55
10.2 Taxation related to holding and disposal of the Shares......................................................... 55
10.3 Duties on the Transfer of Shares........................................................................................... 56
10.4 Inheritance tax....................................................................................................................... 57
10.5 Norwegian Tonnage Tax....................................................................................................... 57
11. Risk factors.................................................................................................................................. 58
Appendix 1 Rig specifications – Port Reval.............................................................................. 61
Appendix 2 Rig specifications – Port Rigmar........................................................................... 65
Appendix 3 Rig specifications – PPL contracts and options ................................................... 69
Appendix 4 Rig specifications – Keppel contract and option.................................................. 73
Appendix 5 Articles of Association............................................................................................ 74
Appendix 6 First quarter report 2005....................................................................................... 75
Appendix 7 Application form..................................................................................................... 88
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Awilco Offshore ASA
Statements of responsibility
The Board of Directors
This Prospectus has been prepared in connection with the planned listing of the shares of Awilco
Offshore ASA on the Oslo Stock Exchange and the Offering as described herein.
The Board of Directors confirms that, to the best of its knowledge, the information contained in this
Prospectus is in accordance with the facts and contains no omissions likely to affect the import of the
Prospectus.
Statements in the Prospectus about current and future market conditions and prospects for the Company
have been made on a best judgement basis.
The Company is not involved in any legal proceedings or disputes material to an evaluation of the
Company.
Oslo, 28 April 2005
The Board of Directors of Awilco Offshore ASA
Sigurd E. Thorvildsen (Chairman) Arne Alexander Wilhelmsen
Jarle Roth Marianne Blystad
Tor Bergstrøm
The Managers
Enskilda Securities and Fearnley Fonds have been appointed by Awilco Offshore ASA to act as
Managers in connection with the planned listing of its shares on the Oslo Stock Exchange and the
Offering.
The Managers have assisted in the preparation of this Prospectus based on information received from
Awilco Offshore and external sources. The Managers have endeavoured to provide a description of the
Company that is as consistent and complete as possible. However, the Managers do not accept any legal
or commercial responsibility for the accuracy or completeness of the contents of this Prospectus.
Moreover, the Managers do not accept any legal or commercial responsibility in respect of any purchase
of Shares based on the information provided in this Prospectus.
This Prospectus includes forward-looking statements as to how Awilco Offshore may perform in the
future. The management of Awilco Offshore has based these forward-looking statements on current
expectations and projections about the way in which future events and financial trends affect the
financial conditions of AWO's business. These forward-looking statements are subject to risks and
uncertainties, and the Managers cannot assume responsibility for these assumptions.
As of the date of this Prospectus, Enskilda Securities owns 1,389,450 shares (whereof 1,389,000 shares
are held as hedge for sold future contracts) and Fearnley Fonds owns 29,000 shares in Awilco Offshore.
Employees of Enskilda Securities and Fearnley Fonds hold no shares in Awilco Offshore.
Oslo, 28 April 2005
Enskilda Securities ASA Fearnley Fonds ASA
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Awilco Offshore ASA
Legal counsel
We have acted as Norwegian legal counsel to Awilco Offshore in connection with the Offering.
We confirm that the Board of Directors of Awilco Offshore has been granted a valid authorisation from
the Company’s General Meeting to increase the share capital of the Company through the issuance of
the Offer Shares. As soon as the Board of Directors has passed the required resolution to carry out such
share capital increase, we will issue a confirmation regarding this to the Oslo Stock Exchange.
We confirm that the general description of tax matters referred to in section 10 of this Prospectus reflects
the present tax regime in Norway for Norwegian investors. We have not reviewed any commercial,
financial, technical or market matters described in this Prospectus.
Oslo, 28 April 2005
Wiersholm, Mellbye & Bech advokatfirma AS
4

Definitions
Awilco Offshore ASA
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
Company
otherwise, its consolidated subsidiaries
Board of Directors The board of directors of the Company
Enskilda Securities Enskilda Securities ASA
Fearnley Fonds Fearnley Fonds ASA
Keppel FELS Keppel FELS Limited
Management Agreements An set of agreements for the provision of management services
to the Company by companies in the Anders Wilhelmsen
Group, as further described in section 9.4
Managers Enskilda Securities and Fearnley Fonds
NOK Norwegian Kroner
Nordea Nordea Bank Norge ASA
Offer Shares Shares in the Company being offered through the Offering.
Offering The contemplated offering of up to 3,000,000 new shares in the
Company
PPL PPL Shipyard Pte Ltd
Prospectus This prospectus, including all appendices hereto
SCB Standard Chartered Bank
USD United States Dollars
VPS Verdipapirsentralen, the Norwegian Central Securities
Depositary
5

1. Summary
Awilco Offshore ASA
The following summary is qualified in its entirety by reference to the more detailed information
appearing elsewhere in this Prospectus, including section 11 “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 Prospectus carefully.
1.1 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.
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 jack-up
newbuilding contract was entered into at Keppel in 2005. In connection with each of the newbuilding
contracts, Awilco obtained further options for additional newbuildings.
These assets were transferred to Awilco Offshore by means of transfer of the owning and operating
companies. Subsequent to this transfer, Awilco Offshore has contracted one additional jack-up drilling
rig and currently holds options to contract four additional jack-up drilling rigs.
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 three 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. One of the units (Port Rigmar)
is a jack-up rig currently employed on a contract on the Ekofisk field. The contract has a firm period to
October 2006 and can be extended by the contractor for up to four additional years. The other unit (Port
Reval) is a semi-submersible rig, currently undergoing a minor upgrade, which will commence operation
in June 2005 and will be covered on contracts through November 2006. Three months are also covered
for the spring of 2007.
The jack-up newbuilding contracts and options have the main terms set out in the table below.
Name Yard W. depth D. depth Decl. by Delivery Project price Financing
Contracted rigs
WilPower PPL 375ft 30,000ft 2Q06 131 MUSD SCB
WilCraft Keppel 400ft 30,000ft 4Q06 131 MUSD Nordea
WilSuperior PPL 375ft 30,000ft 2Q07 130 MUSD Nordea
Optional rigs
Keppel option 1 Keppel 400ft 30,000ft 01 / 2006 +25-28mo 134 MUSD
PPL option 1A PPL 375ft 30,000ft 03 / 2006 +24mo 144 MUSD
PPL option 2 PPL 375ft 30,000ft 10 / 2006 +24mo 131 MUSD
PPL option 3 PPL 375ft 30,000ft 09 / 2007 +24mo 132 MUSD
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Awilco Offshore ASA
The project prices set out above are the expected prices of the rigs delivered and fully equipped. The
prices include yard contract prices (which are firm for the contracted rigs and the PPL option rigs),
newbuilding supervision, owner furnished equipment, spares, financing, and other project expenses.
Each of the Company’s options can be declared independently of the others. A particular feature for the
PPL options is that both the steel price and the currency exchange rate element of the contract price have
been fixed. This is normally not the case, as yards will typically reserve the right to adjust the final price
for movements in steel prices, currency exchange rates and certain other factors. The Keppel option has
steel price and currency exchange rate adjustment based on the levels of steel prices and currency
exchange rates that applied on 30 October 2004.
Organisation and management
The Company is incorporated as a Norwegian public limited liability company and has its registered
office in Oslo.
Management of the Company is provided pursuant to a management agreement with Awilco. The
Company also acquires other services from third party service providers. It is the intention that any such
services shall be purchased on “arm’s length” terms.
The Company’s managing director is Henrik Fougner, who has more than 15 years of experience from
banking and the shipping and offshore industry.
Objective and strategy
Key elements of the Company’s strategy is:
• To create the basis for a leading international drilling contractor.
• To participate in and take advantage of an expected upturn in the jack-up drilling market and to
further expand into this market, partly by utilising cash flow from the accommodation rigs.
• To be an active participant in sector consolidation.
• To have an opportunistic approach to expansion in other offshore segments.
Relations to the Anders Wilhelmsen Group
Awilco, following completion of the Offering, will have an ownership in the Company of approximately
47%. In addition, members of the Wilhelmsen family will have an ownership of approximately 5%.
The Anders Wilhelmsen Group, while having an active participation in the Company, will treat its
investment in the Company as a financial investment and will take its decisions to buy or sell shares in
this perspective. Although there are no plans to sell shares, the Anders Wilhelmsen Group will be open
to have its ownership reduced through mergers or other corporate transactions.
7

1.2 Financial information
Awilco Offshore ASA
Awilco Offshore was incorporated on 21 January 2005. A pro forma profit and loss account and and
balance sheet for 2004 is set out in section 7. The financial information is summarised below:
Figures in NOK million 1Q2005 1Q2004 2004
Actual Proforma Proforma
Profit and loss data
Revenues 45.1 34.9 270.7
Operating profit 0.3 1.8 72.5
Net profit / loss before tax -34.1 -10.5 89.2
Net profit / loss -23.1 62.7 -7.6
Per share data
Earnings per share -0.21 -0.12 1.03
Balance sheet data
Total fixed assets 983.7 541.4 717.1
Total current assets 880.4 119.5 200.7
Total assets 1,864.1 660.9 917.8
Total equity 1,223.1 30.5 269.5
Total long term liabilities 495.1 234.7 223.1
Total current liabilities 104.3 374.6 376.6
Total equity and liabilities 1,864.1 660.9 917.8
1.3 The Offering and listing
Shares offered Up to 3,000,000 new shares of Awilco Offshore ASA
Offer price NOK 22 per share
Gross proceeds NOK 66 million, assuming 3,000,000 shares
Share capital Before the Offering – NOK 1,111,333,500
After the Offering – up to NOK 1,141,333,500
Awilco ownership After the Offering – approximately 47%
Application period 3 – 10 May 2005
Allotment 10 May 2005
Payment / Settlement 13 May 2005
Expected first day of trading 11 May 2005
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Awilco Offshore ASA
2. Summary in Norwegian (Sammendrag på norsk)
Det følgende er en oversettelse av sammendraget av prospektet (prospektets kapittel 1). I tilfelle av
avvik mellom den engelske teksten og den norske oversettelsen skal den engelske teksten ha forrang.
Investorer oppfordres til å lese hele prospektet. Det er lagt til grunn tilsvarende definisjoner og
forkortelser som i den engelske teksten.
Det følgende sammendraget må leses i sammenheng med den mer detaljerte informasjon som fremgår i
andre deler av dette prospektet, herunder i kapittel 11 “Risk factors”. Sammendraget er ingen erstatning
for den mer detaljerte informasjonen i prospektet.
2.1 Awilco Offshore ASA
Awilco Offshore ble stiftet den 21. januar 2005 som et heleid datterselskap av Awilco, et selskap i
Anders Wilhelmsen-gruppen. I februar 2005 overtok Awilco Offshore alle eiendeler innen offshore
riggvirksomhet som før var eiet av Awilco, og som del i denne transaksjonen ble det gjennomført en
rettet kontantemisjon hvor selskapet ble tilført NOK 1,000 millioner i ny egenkapital fra eksterne
investorer.
Bakgrunn
Awilco og Anders Wilhelmsen-gruppen, som har røtter tilbake til 1939, har en lang tradisjon for
investeringer i maritime og offshore-baserte eiendeler. Etter salget av hele offshore-virksomheten til
Petroleum Geo-Services i 1998 gjorde gruppen igjen nye offshore-investeringer i 2002, da med kjøp av
en boligrigg. Ytterligere en rigg ble kjøpt og konvertert til boligrigg i 2004. I 2004 kjøpte Awilco seg
også inn i en nybyggingskontrakt for en oppjekkbar borerigg, en satsing som har blitt utvidet med
ytterligere en kontrakt i 2005. I forbindelse med hver av nybyggingskontraktene har Awilco fått
opsjoner til nye byggekontrakter.
Disse eiendelene ble overført, i form av overføring av eier- og driftsselskaper, til Awilco Offshore. I eget
navn har Awilco Offshore videre inngått en nybyggingskontrakt for en oppjekkbar borerigg og har
utover dette opsjoner til fire nybygg.
Eksponering til eiendeler og markeder
Awilco Offshore er eksponert mot to separate markeder; markedet for boligrigger (gjennom å eie to
enheter) og markedet for oppjekkbare borerigger (gjennom tre nybyggingskontrakter og fire opsjoner til
nye kontrakter).
Boligriggene er i det vesentlige beskjeftiget i Nordsjøen og er egnet, som to av kun fire enheter i verden,
for beskjeftigelse på norsk sokkel. En av enhetene (Port Rigmar) er en oppjekkbar rigg som for tiden er
i arbeid på Ekofisk-feltet. Kontrakten har en fast periode som løper til oktober 2006 med rett for
leietager til å forlenge kontrakten med ytterligere inntil fire år. Den andre enheten (Port Reval) er en
halvt nedsenkbar rigg som etter en mindre oppgradering vil gå på kontrakt i juni 2005 og vil være dekket
ut november 2006. Det er også sikret beskjeftigelse for tre måneder våren 2007.
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Awilco Offshore ASA
Innen oppjekkbare borerigger har selskapet nybyggingskontrakter og opsjoner med betingelser som
angitt i tabellen nedenfor.
Navn Verft Vanndyp Boredyp Opsj.til Levering Prosjektpris Finansiering
Faste kontrakter
WilPower PPL 375ft 30,000ft 2Q06 131 MUSD SCB
WilCraft Keppel 400ft 30,000ft 4Q06 131 MUSD Nordea
WilSuperior PPL 375ft 30,000ft 2Q07 130 MUSD Nordea
Opsjoner
Keppel opsjon 1 Keppel 400ft 30,000ft 01 / 2006 +25-28md 134 MUSD
PPL opsjon 1A PPL 375ft 30,000ft 03 / 2006 +24md 144 MUSD
PPL opsjon 2 PPL 375ft 30,000ft 10 / 2006 +24md 131 MUSD
PPL opsjon 3 PPL 375ft 30,000ft 09 / 2007 +24md 132 MUSD
Prosjektprisene angitt over er de forventede prisene for riggene levert og fully utstyrt. Prisene inkluderer
verkstedpriser (som er faste for de faste kontraktene og PPL-opsjonene), oppfølgning i byggeperioden,
eier-spesifisert utstyr, reservedeler, finansiering og andre prosjektkostnader.
Hver av selskapets opsjoner kan erklæres uavhengig av hverandre. For PPL-opsjonene er det verd å
merke seg at både stålpris og valutakurs er faste, noe som ikke normalt er tilfelle ettersom opsjoner som
regel inneholder justeringsklausuler for både stålpris, valutakurser og andre faktorer. Keppel-opsjonen
har justeringsklausuler som gir verftet rett til å justere prisen ved endringer i stålpris og valutakurser,
med basis i de nivåene som gjaldt den 30. oktober 2004.
Organisasjon og ledelse
Selskapet er registrert i Norge som allmennaksjeselskap og har sitt registrerte kontor i Oslo.
Selskapet vil ha en begrenset organisasjon og vil leie en vesentlig del av sin administrasjon fra Awilco.
Selskapet vil også leie andre tjenester fra tredjeparter. Det er hensikten at alle leide tjenester skal leies til
markedsbetingelser og at leie fra nærstående selskaper skal baseres på betingelser som om selskapene
var på armlengdes avstand.
Selskapets administrerende direktør er Henrik Fougner, som har mer enn 15 års erfaring fra bank,
shipping og offshore.
Målsetning og strategi
Sentrale elementer i selskapets strategi vil være:
• Å legge grunnlag for et ledende internasjonalt boreselskap.
• Å delta i, og dra nytte av, en forventet bedring i markedet for oppjekkbare borerigger, samt å
ekspandere ytterligere i dette markedet dels gjennom den kontantstrøm som genereres fra
selskapets boligrigger.
• Å være en aktiv deltager i konsolidering innen sektoren.
• Å ha et opportunistisk syn på ekspansjon innen andre segmenter av offshore-næringen.
Forholdet til Anders Wilhelmsen-gruppen
Awilco vil ha en eierandel i selskapet, etter at børsnoteringen er gjennomført, på ca. 47%. I tillegg vil
medlemmer av Wilhelmsen-familien eie ca. 5%.
Anders Wilhelmsen-gruppen vil ha et aktivt forhold til selskapet men vil forholde seg til sin deltagelse i
selskapet som en finansiell investering og vil ta sin beslutning om å kjøpe eller selge aksjer i et slikt
perspektiv. Selv om det ikke foreligger planer om å selge aksjer, er Anders Wilhelmsen-gruppen åpen
for å få sin eierandel redusert gjennom fusjoner eller andre selskapsmessige transaksjoner.
10

2.2 Finansielle forhold
Awilco Offshore ASA
Awilco Offshore ble stiftet 21. januar 2005. Proforma åpningsbalanse, proforma resultatregnskap for
2004 og faktisk regnskap pr. 31. mars 2005 er vist i kapittel 7. Et sammendrag er vist i tabellen
nedenfor:
Tall i NOK mill. 1. kv. 2005 1. kv. 2004 2004
Faktisk Proforma Proforma
Hovedtall fra resultatregnskapet
Inntekter 45,1 34,9 270,7
Driftsresultat 0,3 1,8 72,5
Resultat før skatt -34,1 -10,5 89,2
Periodens resultat -23,1 62,7 -7,6
Tall pr. aksje
Resultat pr. aksje -0,21 -0,12 1,03
Hovedtall fra balansen
Anleggsmidler 983,7 541,4 717,1
Omløpsmidler 880,4 119,5 200,7
Sum eiendeler 1,864,1 660,9 917,8
Egenkapital 1.223,1 30,5 269,5
Langsiktig gjeld 495,1 234,7 223,1
Kortsiktig gjeld 104,3 374,6 376,6
Sum egenkapital og gjeld 1.864,1 660,9 917,8
2.3 Aksjeemisjon og børsnotering
Antall aksjer tilbudt Inntil 3.000.000 nye aksjer i Awilco Offshore ASA
Aksjekurs NOK 22 pr. aksje
Brutto emisjonsproveny NOK 66 millioner, forutsatt 3.000.000 aksjer
Aksjekapital Før emisjonen – NOK 1.111.333.500
Etter emisjonen – Inntil NOK 1.141.333.500
Awilcos eierandel Etter emisjonen – ca. 47%
Bestillingsperiode 3. – 10. mai 2005
Tildeling 10. mai 2005
Betaling / oppgjør 13. mai 2005
Forventet første handelsdag 11. mai 2005
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Awilco Offshore ASA
3. Offering and listing information
3.1 Share capital
As of the date of this Prospectus, the Company’s share capital is NOK 1,111,333,500. The share capital
is divided into 111,133,350 shares, each of NOK 10 par value.
Following completion of the Offering, the Company’s share capital will be a minimum of
NOK 1,111,333,510 and a maximum of NOK 1,141,333,500, divided into a minimum of 111,133,351
and a maximum of 114,133,350 shares.
3.2 The Offering
Number of shares being offered; Offer price
The Offering comprises a minimum of 1 share and a maximum of 3,000,000 shares.
The offer price is NOK 22. The offer price has been determined by the Board of Directors of the
Company in cooperation with the Managers, based on the market pricing of the Company’s shares in the
OTC market at the time of issuance of the Prospectus and the objective of attracting a broader base of
new investors.
The gross proceeds from the Offering will be NOK 66 million, less fees and expenses, assuming that the
Offering will comprise 3,000,000 shares.
Subscription and Sale of Offer Shares under the Offering
In order to achieve a prompt registration with the Norwegian Register of Business Enterprises of the
Offer Shares, the Managers have agreed with the Company, subject to certain conditions, to subscribe
for the Offer Shares in their own name. Such subscription will be made by the Managers severally and
not jointly. The Managers will only subscribe for such shares after having received binding applications
for the minimum number of shares to be offered in the Offering at the price of NOK 22. The Offer
Shares will be sold on to the applicants in accordance with the allocation of the Offer Shares, cfr.
“Allotment” below, at the same price as they have been subscribed for by the Managers. Such sale to
the applicants will be subject to delivery of the Offer Shares to the Managers by the Company. The
issue of the Offer Shares and the sale to the applicants constitute an integrated sales process, where the
applicants purchase the shares from the Managers, based on the Prospectus, which has been prepared by
the Company. The applicants will be deemed to agree when submitting an application for Offer Shares
that they will have no rights or claims against the Managers as sellers of the Offer Shares other than such
rights or claims the Managers (as subscribers) may have against the Company. The Managers disclaim
any responsibility for any loss the applicants may suffer as a result of the Managers’ actions, including
the Managers’ subscription and/or payment for the Offer Shares.
Resolution
The resolution to issue the Offer Shares will be passed by the Board of Directors promptly after the end
of the application period pursuant to the following authorization given at an extraordinary general
meeting of the Company held on April 4, 2005.
a. The board of directors is granted an authorization to increase the company’s share capital by
up to NOK 30,000,000.
b. The authorization may only be used for the purpose of carrying out a public share offering in
connection with the planned listing of the company’ shares.
c. The authorization is valid from the date of this general meeting until June 30, 2005.
12

Awilco Offshore ASA
d. The pre-emptive rights of the shareholders under § 10-4 of the Norwegian Public Limited
Liability Companies Act may be set aside.
It is anticipated that the resolution of the Board of Directors to increase the share capital will be as
follows:
1. The Company’s share capital is increased by NOK 30,000,000 through the issuance of
3,000,000 new shares, each with a nominal value of NOK 10, at a subscription price of NOK
22 per share.
2. 1,500,000 of the new shares will be issued to Enskilda Securities ASA and 1,500,000 will be
issued to Fearnley Fonds ASA in accordance with a separate underwriting agreement. The
pre-emptive rights of the existing shareholders are set aside.
3. Subscription for the shares shall be made in the minutes of the board meeting.
4. Payment for the shares shall be made to a special share issue account no later than 11 May
2005.
5. The new shares shall carry rights to dividends from and including the accounting year 2005
and shall otherwise rank equal with the company’s existing shares as from the time the share
capital increase is registered with the Register of Business Enterprises.
6. Enskilda Securities ASA and Fearnley Fonds ASA shall be entitled to an underwriting fee of
0.4% of the gross subscription amount.
7. §4 of the articles of association is amended so as to set out the share capital and the number
of shares after the share capital increase.
Since a key objective of the Offering is to attract a broader base of new investors, the pre-emptive rights
of the existing shareholders will be set aside.
Purpose of offering / use of proceeds
The purpose of the Offering is to strengthen the Company’s working capital and to broaden the
Company’s shareholder base. The net proceeds will be used for general working capital purposes.
Share premium, less a deduction for transaction expenses, will be credited to the Company’s share
premium reserve.
Applications
Applications for Offer Shares must be made in the application period which commences on 3 May and
ends at 12:00 Norwegian time on 10 May 2005. Applications must be made on the application form
attached hereto as Appendix 7. Additional copies of the Prospectus and the application form are
available from the Managers. Applications for Offer Shares are legally binding on the applicants when
the application forms have been received by the Managers.
Application forms must be received by the Managers prior to the expiry of the application period.
Application forms which are incorrect or incomplete, or which are received after the expiry of the
application period, may be disregarded without notice. However, the Company and the Managers
reserve the right to waive any such defects in the completion of an application form. Neither the
Company nor the Managers may be held responsible for delays in the mail system or application forms
forwarded by fax not being received in time by one of the Managers. The applicant is responsible for the
correctness of the information inserted in the application form. No text must be added to the application
forms other than in the designated fields.
Investors who wish to apply for Offer Shares must have a valid VPS account and an account with a
Norwegian bank in order to have their application registered.
13

Awilco Offshore ASA
Application forms should be sent to one of the Managers at the addresses below:
Enskilda Securities ASA
Filipstad Brygge 1
PO Box 1363 Vika, 0113 Oslo, Norway
Tel./Fax: +47 21 00 85 00 / +47 21 00 85 06
14
Fearnley Fonds ASA
Grev Wedels plass 9
PO Box 1158 Sentrum, 0107 Oslo, Norway
Tel./Fax: +47 22 93 60 00 / +47 22 93 63 60
To avoid duplicate registrations, applicants are requested to send the application form to one application
office only, either per post or per telefax.
Investors can also apply for Offer Shares through the Internet at the address www.enskildasecurities.no
where they will be able to download this Prospectus and attached Application Form once they have
confirmed that they reside in Norway and have valid VPS accounts.
Applications must be for a minimum of 500 shares, which is expected to be equal to one ”round lot” for
trading on the Oslo Stock Exchange. Applications for lower numbers of shares will be disregarded
without further notice.
Allotment
To the extent possible, all valid applications will be given a minimum allotment of 500 shares, which is
expected to be equal to one round lot. If the Offering is oversubscribed to such an extent that it is not
possible to allot 500 shares to every applicant, allotment of round lots will be made on a random basis
using VPS simulation procedures.
Allotment of Offer Shares in excess of the minimum allotment of 500 shares per applicant will in case of
oversubscription be made on a pro rata basis, using VPS’ automated standard allocation procedure.
Such allocation will be based on objective criteria, which means that all applicants who have applied for
the same number of Offer Shares will receive the same allocation. However, the allocation rate may be
graded in relation to application size, so that applicants who have made larger applications may get a
lower allocation rate than applicants who have made smaller applications.
Notwithstanding the above, the Company reserves the right to limit the total number of applicants to
whom Offer Shares will be issued if it deems this to be necessary in order to keep the number of
shareholders in the Company at an appropriate level. If the Company decides to limit the total number
of applicants to whom Offer Shares will be issued, the selection of the applicants to whom new shares
will be issued will be made by drawing lots or applying similar random mechanisms.
Notices of allotment will be sent to the applicants on or about 11 May 2005.
Payment and settlement
Each applicant for shares in the Offering will by signing and delivering the application form grant a onetime
authority to the Managers to debit the price of the Offer Shares allotted to the applicant from the
bank account specified in the application form. Payment will be deducted from the nominated bank
account on or about 13 May 2005.
If an applicant has insufficient funds at the bank account specified in the application form or if payment
is delayed for any reason or if it is not possible to debit the account, penalty interest at a rate equal to the
prevailing interest rate under the Norwegian Act on Interest on Overdue Payments of 17 December 1976
No. 100 (being as of the date of this Prospectus 8.75 per cent per annum) will be payable on the amount
due. The Managers reserve the right to make up to three subsequent debits within May 2005 if there are
insufficient funds at the account on the first debiting date.

Awilco Offshore ASA
In the event of late payment, the allocated Offer Shares will not be delivered to the applicant. In such a
situation, the Managers will follow the procedures set forth in section 2-13 of the Norwegian Public
Limited Liability Companies Act, i.e. a demand for payment will be sent by registered mail to all nonpaying
applicants. If payment is not made within seven days of the postage date of such letter, the
Managers reserve the right to cancel the allocation and to sell the allocated Offer Shares on such terms
and in such manner as the Managers may decide. The applicant will be liable for any loss, cost and
expense suffered or incurred by the Managers as a result of or in connection with such sale. The
Managers may also choose to maintain the allocation, in which case the original applicant will remain
liable for payment of the offer price, and the Managers may enforce payment for the offer price plus
accrued interest and costs and expenses incurred.
Allotted shares will be transferred to the applicants’ individual VPS accounts as soon as practically
possible after payment is received by the Managers.
Trading of allocated Offer Shares
In order to ensure the prompt registration of the capital increase, the Managers will subject to the
conditions set out in “Conditions to the completion of the Offering” above, subscribe for all the shares in
the Share Issue on 10 May 2005.
Since the Share Issue is expected to be registered in the Norwegian Register of Business Enterprises on
or about 11 May 2005, it is expected that it will be possible to trade shares allotted through the Oslo
Stock Exchange from and including 11 May 2005. However, VPS delivery of shares is conditional on
settlement being received in accordance with the payment instructions set out above. Anyone who
wishes to dispose of shares before VPS delivery has taken place has the risk that payment does not take
place in accordance with the procedures set out above, so that the shares sold may not be delivered in
time.
Applicants selling Offer Shares from 11 May 2005 and onwards must ensure that payment for
such Offer Shares is made within the deadline set out above. Accordingly, an applicant who wishes
to sell his Offer Shares before VPS delivery must ensure that payment is made in order for such
Offer Shares to be delivered in time to the purchaser.
Rights conferred by the new shares
The new shares will carry equal rights to the existing shares of the Company in all respects, including
the right to dividend (if any) for the accounting year 2005, from such time as the increase of the share
capital is registered with the Norwegian Register of Business Enterprises.
Mandatory anti money laundering procedures
The Offering is subject to the Norwegian Money Laundering Act No. 41 of 20 June 2003 and the
Norwegian Money Laundering Regulations No. 1487 of 10 December 2003 (collectively the “Anti-
Money Laundering Legislation”). All applicants who are not registered as existing customers with one of
the Managers must verify their identity to the one of the Managers in accordance with requirements of
the Anti-Money Laundering Legislation, unless an exemption is available. Applicants that have
designated an existing Norwegian bank account and an existing VPS-account on the application form are
exempted, provided the aggregate application price is less than NOK 100.000, unless verification of
identity is requested by the Managers. The verification of identification must be completed prior to the
end of the application period. Investors that have not completed the required verification of identification
will not be allocated shares. Further, in participating in the Offering, each applicant must have a VPS
account. The VPS account number must be stated on the application form. VPS accounts can be
established with authorised VPS registrars which can be Norwegian banks, authorised securities brokers
in Norway and Norwegian branches of credit institutions established within the EEA. However, non-
Norwegian investors use nominee VPS accounts registered in the name of a nominee. The nominee must
be authorised by the Norwegian Ministry of Finance. Establishment of VPS account requires verification
of identification before the VPS registrar in accordance with the Anti-Money Laundering Legislation.
15

3.3 Listing
Awilco Offshore ASA
On 30 March 2005, the Company submitted an application for listing of its shares on the Oslo Stock
Exchange. The board of directors of the Oslo Stock Exchange approved the application in its meeting on
27 April 2005 subject to the following condition:
• A new board member must be elected and the Chairman of the Board of Directors must be
changed as soon as possible and no later than six weeks after the first trading day so that the
Chairman of the Board of Directors and at least 50% of the members of the Board of Directors are
independent of the Anders Wilhelmsen Group.
The listing was furthermore made conditional upon the Chairman of the Board of Directors and at least
50% of the members of the Board of Directors being independent on a continuous basis of the company
or group of companies providing it with management services.
The Company intends to convene an extraordinary general meeting within six weeks of the first trading
day for the purpose of electing a new board member. It is proposed that Mr Per Raustøl be elected as the
new Chairman of the Board of Directors, see section 5.2.
The Chief Executive Officer of the Oslo Stock Exchange has been authorized to determine whether the
Company will be listed on the Main List or the SMB List. A listing on the Main List is conditional upon
the Company having at least 1,000 shareholders who hold at least one round lot of shares. Whether the
Company will satisfy this condition will depend upon the outcome of the Offering.
The first trading day of the Company’s shares is expected to be on or about 11 May 2005.
The Company’s shares will be traded on the Oslo Stock Exchange with the trading symbol AWO.
3.4 Costs
The Company expects to incur the following fees and expenses in connection with the Offering and the
listing on the Oslo Stock Exchange:
Name Location Nature of engagement Amount (NOK mill.)
Fearnley Fonds Oslo Manager 1.1
Underwriter 0.1
Enskilda Securities Oslo Manager 1.1
Underwriter 0.1
Wiersholm, Mellbye & Bech Oslo Legal services 0.3
Ernst & Young Oslo Audit services 0.4
Fees to managers are based on a percentage of the proceeds from the Offering and have been calculated
on the assumption that the Offering will comprise 3,000,000 shares. Other fees are based on hourly rates
and an estimated time consumed. Fees include value added tax, as applicable.
In addition to the fees set out above, the Company will also be responsible for other costs incurred. This
includes the cost of printing and distribution of the Prospectus, fees to the Oslo Stock Exchange,
marketing, etc.
The fees and other charged incurred by the Company in connection with the Offering will be paid in
cash and deducted from the share premium paid on the Offer Shares.
16

4. Company description
4.1 Company background
Awilco Offshore ASA
Awilco Offshore was incorporated on 21 January 2005 as a 100% owned subsidiary of Awilco, a
company in the Anders Wilhelmsen Group. In February 2005, the Company acquired from Awilco all
investments of the Anders Wilhelmsen Group within offshore accommodation and drilling. A
description of the acquisition agreements is set out in section 9.1. As part of the transaction, the
Company raised NOK 1,000 million in new equity from external investors.
The assets held by the Company fall within two segments; offshore accommodation units and jack-up
drilling rigs.
Accommodation units
The Company owns two accommodation units suited for employment in the North Sea; one jack-up
accommodation unit and one semi-submersible accommodation unit. Both units are suited for operation
on the Norwegian Continental Shelf, which has some of the strictest requirements in the market. Only
four units of the world-wide fleet of specialised accommodation units comply with the requirements for
operation on the Norwegian Continental Shelf.
The jack-up accommodation unit “Port Rigmar” is currently employed on a contract on the Ekofisk field
on the Norwegian Continental Shelf. The fixed contract currently runs until October 2006. The client,
ConocoPhillips, holds options to extend the contract for up to four additional years. Based on the firm
contract, the unit would secure an EBITDA of approximately USD 10.5 – 11 million in 2005. For a
further description of the unit and the contract, see section 4.5.
The semi-submersible accommodation unit “Port Reval”, which was converted from a service rig, is
currently undergoing a minor upgrade. Following completion of this upgrade, the unit will commence
operation in late June 2005 and will be covered on contracts through November 2006. In addition, three
months of employment have been secured for the spring of 2007. The secured contracts are with Aker
Kværner for 40 days in 2005, four months in 2006 and three months in 2007, and with ConocoPhillips
for 10 months in 2005/2006. For 2005, the EBITDA contribution is expected to be approximately USD
4 million from the Aker Kværner contract and approximately USD 5.6 million from the ConocoPhillips
contract. For a further description of the unit and the contracts, see section 4.5.
Jack-up drilling rigs and options
The Company has three newbuilding contracts and four newbuilding options. A summary of the
contracts and options is set out below.
Name Yard W. depth D. depth Decl. by Delivery Project price Financing
Contracted rigs
WilPower PPL 375ft 30,000ft 2Q06 131 MUSD SCB
WilCraft Keppel 400ft 30,000ft 4Q06 131 MUSD Nordea
WilSuperior PPL 375ft 30,000ft 2Q07 130 MUSD Nordea
Optional rigs
Keppel option 1 Keppel 400ft 30,000ft 01 / 2006 +25-28mo 134 MUSD
PPL option 1A PPL 375ft 30,000ft 03 / 2006 +24mo 144 MUSD
PPL option 2 PPL 375ft 30,000ft 10 / 2006 +24mo 131 MUSD
PPL option 3 PPL 375ft 30,000ft 09 / 2007 +24mo 132 MUSD
The project prices set out above are the expected prices of the rigs delivered and fully equipped. The
prices include yard contract prices (which are fixed for the contracted rigs and the PPL option rigs),
newbuilding supervision, owner furnished equipment, spares, financing, and other project expenses.
17

Awilco Offshore ASA
Each of the Company’s options can be declared independently of the others. A particular feature for the
PPL options is that both the steel price and the currency exchange rate element of the contract price have
been fixed. This is normally not the case, as yards will typically reserve the right to adjust the final price
for movements in steel prices, currency exchange rates and certain other factors.
The Keppel option has steel price and currency exchange rate adjustment based on the levels of steel
prices and currency exchange rates that applied on 30 October 2004. Under the option agreement, a total
of USD 12 million of the yard price will be subject to adjustment in the event of variations in the steel
price from 30 October 2004 to the time of entering into a firm contract. Correspondingly, a total of USD
70 million of the yard price will be subject to adjustment in the event of variations in the currency
exchange rates between USD and Singapore Dollars, and between USD and Euros, from 30 October
2004 to the time of entering into a firm contracts.
Additional information on the rigs and designs is provided in section 4.6. A further description of the
newbuilding contracts and option agreements is set out in section 9.2. A description of the financing
arrangements is set out in section 9.3.
4.2 Anders Wilhelmsen Group – background
The Anders Wilhelmsen Group is a privately owned group of companies based in Norway and with
headquarters located in Oslo. The first company in the group, A Wilhelmsen AS, was founded in 1939
as a shipowning and investment company, and the group has over the years been involved in many
sectors of the marine industry.
The chart below gives an illustration of the main businesses in the Anders Wilhelmsen Group.
Royal Caribbean
Cruises Ltd
Cruise liner
Linstow
Real estate
Hotels
Shopping
Anders Wilhelmsen Group
22% 100% 100% 100%
Awilco
Shipping
Awilco Offshore
Jack-ups
Accommodation units
18
A Wilhelmsen
Capital
Venture
Private equity
Share trading
Approx. 47% after the Offering*
* In addition, Wilhelmsen family
members will own approx. 5%
The Anders Wilhelmsen Group participated in the foundation of Royal Caribbean Cruise Line (RCCL)
in 1969 which has since developed into one of the world’s leading cruise liners. Current ownership,
together with ownership of Wilhelmsen family members, is approximately 22% of this company.
Through a shareholders’ agreement with Cruise Associates, the Anders Wilhelmsen Group is a leading
and influential shareholder in RCCL.
The group also has large engagements in real estate through its wholly-owned company Linstow, with
primary focus on central Oslo and the Baltic region. Maritime investments are held through Awilco, a
name with long traditions in the group. The group also has significant financial investments, held
through A Wilhelmsen Capital AS.

Awilco Offshore ASA
4.3 Relation to the Anders Wilhelmsen Group
Ownership
Upon completion of the Offering, it is envisaged that Awilco will have an ownership of approximately
47% of the Company. In addition, members of the Wilhelmsen family will have an ownership of
approximately 5%.
The purpose of the Anders Wilhelmsen Group’s investment in the Company is to create value for all
shareholders. The Anders Wilhelmsen Group expects to remain a significant shareholder in the
Company going forward, but considers its investment to be of a financial nature and will take its
decisions to buy or sell shares in this perspective.
Board representation
The Anders Wilhelmsen Group intends, for as long as it retains a significant ownership position in the
Company, to seek representation on the Board of Directors of the Company.
Management contracts
The Company will, from the outset, have a small organisation and will be dependent on purchasing
services from outside suppliers. Members of the Anders Wilhelmsen Group provide such services to the
Company under separate contracts. Any such services shall be provided on “arm’s length” terms.
Commercial management of the Company’s accommodation and drilling rigs, as well as corporate
management functions such as accounting, back-office etc., are provided by Awilco. See section 9.4.
Day-to-day management of the construction of the jack-up rigs is carried out through a separate
management agreement with Wilhelmsen Marine Services AS, a subsidiary of Awilco. See section 9.4.
Upon delivery of the jack-up rigs, it is expected that the Company will enter into new management
agreement(s) for the operation of the rigs. It is currently envisaged that such management agreement(s)
will be entered into with Awilco. This will be considered on a commercial basis.
Non-competition
The Anders Wilhelmsen Group has stated its intention, for as long as it remains a shareholder of the
Company, to refrain from competing investments. It is the intention that any investment in drilling rigs,
accommodation rigs, or similar types of equipment, will only be offered to the Company, and if
declined, will not be made by other companies in the Anders Wilhelmsen Group.
4.4 Company strategy
Awilco Offshore intends to create the basis for a leading international drilling contractor and will, in
doing so, employ strategies as set forth below.
Investments
Awilco Offshore intends to be a service provider to oil companies by offering first-class equipment for
use in various stages of exploration for, and production of, oil and gas. The Company intends to grow,
particularly in the drilling rig segment, by possibly taking on new newbuilding contracts.
The Company will have an opportunistic approach to expansion into other offshore segments.
Operation
The Company believes that its exposure to the accommodation market will provide a stable underlying
cash flow which will provide financial leverage to its construction of jack-up drilling rigs. As the time
19

Awilco Offshore ASA
of delivery of jack-up drilling rigs approaches, the Company will consider entering into short- or longterm
contracts to secure cash flows and to provide the financial stability for additional newbuilding
orders.
Consolidation
The Company believes that further consolidation of the oil service industry will take place and will
consider taking part in such consolidation. The Company believes that it has the strength to take active
part in such consolidation and will consider opportunities to grow by mergers and acquisitions. The
Company has been informed that Awilco, its largest shareholder, will consider any such consolidation
on the basis of the transaction’s financial implications and that it will not resist any transaction from the
point of view of having its ownership percentage reduced.
4.5 The accommodation units
The Company has acquired two accommodation rigs suited for employment in the North Sea; one jackup
accommodation unit and one semi-submersible accommodation unit. Both units are suited for
employment on the Norwegian Continental Shelf, which has some of the strictest requirements in the
market. Only four units in the world fleet of specialised accommodation units comply with the
requirements for employment in this region.
Key specifications
Additional specifications of the accommodation units are set forth in Appendix 1 and Appendix 2.
Rig name: Port Rigmar Port Reval
Design: Robin 300 self elevating jack-up
accommodation rig
Built / converted: Built 1979 as drilling rig, converted to
accommodation mode in 1991
Flag: Bahamas Bahamas
Class: DnV; +1A1 Self-elevating Accommodation
Unit
Suited for: Norwegian, UK and Danish continental
shelf
Dimensions: Length 65m, breadth 65m, depth 8m, leg
lengths 127m (417ft)
20
Aker H-3 (enhanced) semi-submersible
accommodation rig
Built 1976 as drilling rig; converted to
tender support rig; converted to
accommodation mode in 2004
DnV; +1A1 Accommodation HELDK,
PASMOOR V
Norwegian and UK continental shelf
Length 108m, breadth 67m, main deck
elevation 37m, operational draft 21m

Awilco Offshore ASA
Capacities: Variable load 2200mt, fuel/diesel oil 254m3,
helifuel bundle for 2 tanks, potable water
532m3
Accommodation: 162 two bed cabins, 2 single bed cabins, all
with daylight, toilet and shower; galley and
dining room for 152 persons; various
recreation rooms; hospital and first aid
treatment rooms; gymnasium; 14 offices and
1 conference room
Machinery: 3 main diesel engines each of 2200HP; 4
generators each of 930kW; 1 emergency
diesel generator 400kW; 1 fresh water
maker 75m3/d; 3 deep well pumps each
295m3/h
Mooring: 3 anchor winches with 3000’ x 1.25” wire; 3
anchors Bruce 1.5t
Technical mgr.: Polycrest AS, an independent manager of
offshore units
Employment: Contract to Oct 2006 with ConocoPhillips
for employment on the Ekofisk field. T/C
contract with a rate of USD 55,500 per day
to Oct 2005 and USD 68,000 per day from
Oct 2005 to Oct 2006.
Charterer has 4x1 year options to extend the
contract. Rates for the first option year are
USD 68,000 per day. Rates for the next
three option years are subject to negotiation
and the options therefore have character of a
right of first refusal. Options must be
declared one year in advance.
Opex: Norwegian sector employment – about USD
25,000 – 28,000 per day
21
Deckload 1600t, fuel/diesel oil 2326m3,
helifuel 7500ltr, potable water 602m3,
displacement 22344t
262 single bed cabins, 50 two bed cabins, all
with daylight, shared (separate) toilet and
shower; galley and dining room for 152
persons; various recreation rooms; hospital
and first aid treatment room; gymnasium;
various offices and conference room; laydown
and storage area and workshop
4 main diesel engines each 2200HP; 4
generators each 1500kW; 1 emergency
diesel generator 800kW; 2 fixed four-blade
propellers with steerable rudders driven by 2
electric DC motors each 1250kW; 2 fresh
water makers 35+60m3/d
12 anchor winches; 12 anchor chains each
1370m;12 anchors Stevpris 14.5t
OSM Offshore AS, an independent manager
of offshore units
Employment is secured for 40 days in 2005
(from mid June) at a rate of USD 130,000
per day, with options for up to additional 21
days. Contract is with Aker Kværner for UK
sector work on the Armada field.
The unit has further been awarded a letter of
intent with ConocoPhillips for employment
at Eldfisk. Duration is 10 months with
commencement around 1 September 2005.
Gross contract value is approximately USD
24.5 million.
The unit will thereafter be employed for
Aker Kværner for UK/Norwegian sector on
the Frigg field for the period July-October
2006 at a rate of USD 130,000 per day (with
cost compensation if employed on
Norwegian sector). This contract further
covers three months in the spring of 2007 on
similar terms.
Norwegian sector employment – about USD
31,000 – 34,000 per day
UK sector employment – about USD 25,000
– 28,000 per day
Idle periods – costs will depend on duration
but normally there will be full opex one
month before and after contract; when fully
idle about USD 10 – 12,000 per day

Awilco Offshore ASA
4.6 The jack-up drilling rig newbuilding contracts
The Company has entered into three newbuilding contracts to build jack-up drilling rigs. The contracts
are distributed with two contracts at the PPL yard and one at the Keppel yard.
In addition to these firm contracts, the Company holds additional options to construct four jack-up rigs,
as further described in section 9.2.
Key features of the designs are set out below. Additional design specifications are included in Appendix
3 and Appendix 4.
Yard PPL Keppel
Design: Baker Marine Pacific 375’ Class KFELS MOD V ‘B’ Class
Class: ABS A1, CDS, Self-Elevating Drilling Unit ABS +A1 Self-Elevating Drilling Unit
Water depth 375ft 400ft
Drilling depth 30,000ft 30,000ft
Cantilever 70ft outreach maximum 70ft outreach maximum
BOP 15,000psi 15,000psi
Generators 10,750bhp 10,750bhp
Deckload 3400mt 2400mt
Pipe handling Remotely operated Remotely operated
Newbuilding supervision
Supervision of the newbuildings is done under a technical management agreement with Wilhelmsen
Marine Services AS, a subsidiary of Awilco, see section 9.4.
22

Contracts
No contracts have been secured for any of the units.
Awilco Offshore ASA
Expected capital expenditure
The table below sets forth the expected capital expenditure for the firm contract rigs. The amounts
referred to as paid are amounts that have been paid or will be paid prior to completion of the Offering.
USD mill. Paid 2q05 3q05 4q05 1q06 2q06 3q06 4q06 1q07 2q07 3q07 4q07 Total
Investments
WilPower 43.0 21.0 20.5 13.0 13.0 20.0 130.5
WilCraft 23.2 26.0 0.0 26.0 0.0 26.0 0.0 29.8 131.0
WilSuperior 13.0 6.5 0.0 19.5 26.0 19.5 12.6 13.0 19.5 129.6
Total 66.2 60.0 27.0 39.0 32.5 72.0 19.5 42.4 13.0 19.5 0.0 0.0 391.1
Financing source
Equity 53.2 39.0 12.5 16.0 19.5 26.5 0.4 167.1
WilPower debt 13.0 21.0 14.5 13.0 13.0 19.5 94.0
Corp. bank debt 0.0 0.0 10.0 0.0 26.0 19.5 42.0 13.0 19.5 130.0
Total 66.2 60.0 27.0 39.0 32.5 72.0 19.5 42.4 13.0 19.5 0.0 0.0 391.1
The Company expects to cover its payments of interest costs and instalments (as further described in
section 9.3) from cash generated from operations.
23

5. Awilco Offshore ASA
5.1 Legal structure
Awilco Offshore ASA
Awilco Offshore ASA is a Norwegian public limited liability company incorporated on 21 January 2005.
Awilco Offshore was registered with the Norwegian Register of Business Enterprises on 11 February
2005 under the registration number 987 861 894. In accordance with its articles of association, Awilco
Offshore ASA shall have its registered office in the municipality of Oslo. The registered address of
Awilco Offshore ASA is Beddingen 8 Aker Brygge, N-0250 Oslo, Norway.
The chart below illustrates the group structure. All direct and indirect subsidiaries are wholly owned.
Port Rigmar AS
Owning company
for Port Rigmar
Awilco Sea Beds AS
WilSuperior Ltd
Bermuda
Owning company
for j/u WilSuperior
5.2 Board of Directors
Wilpower AS
Awilco Drilling Ltd
Bermuda
WilPower Ltd
Bermuda
Owning company
for j/u WilPower
Awilco Offshore ASA
Wilcraft AS
WilCraft Ltd
Bermuda
Owning company
for j/u WilCraft
As of the date of this Prospectus, the following persons serve on the Board of Directors of Awilco
Offshore.
• Sigurd E. Thorvildsen (40), Oslo, Chairman
Mr Thorvildsen has 15 years of experience from the shipping and offshore industries. He holds the
position as Managing Director of Awilco. Before joining Awilco, Mr Thorvildsen was for several years
a partner in the shipbroking firm O-J. Libaek and Partners AS. He holds a degree (Siviløkonom) from
Handelshøyskolen BI.
• Arne Alexander Wilhelmsen (39), Oslo
Mr Wilhelmsen has 16 years of experience from finance and the shipping and offshore industries. He is
Executive Vice President in Anders Wilhelmsen & Co AS and has held a variety of managerial positions
within the Anders Wilhelmsen group since 1995. Mr. Wilhelmsen is a member of the board of directors
of A Wilhelmsen AS and various other business units within the Anders Wilhelmsen group of
companies, including as chairman of Awilco, and serves as a director of the board of Royal Caribbean
Cruise Line. He also serves on the board of directors for Nordisk Skipsrederforening and as a deputy
board member in Norges Rederiforbund. Mr. Wilhelmsen has a Masters of Business Administration
from IMD, Lausanne, Switzerland.
• Jarle Roth (44), Oslo
Mr Roth is President and CEO of Unitor ASA, a position he has held since 2001. He has been employed
in various companies related to the Ulltveit-Moe Group since 1990. He is educated as a naval architect
24
Awilco Sea Beds II AS Wilhelmsen Oil &
Gas AS
Owning company
for Port Reval

Awilco Offshore ASA
(1983) and holds a degree (siviløkonom) from NHH (1987) in addition to a doctorate programme within
organisation and strategy from NHH (1989).
• Marianne Blystad (47), Oslo
Mrs Blystad is since 2003 an attorney with the law firm Bull & Co in Oslo with specialisation within
company law and real estate. She has formerly worked in Rederiet Arne Blystad AS and Blystad
Shipping & Trading in the periods 1988-1997 and 2002-2003. She holds a degree (siviløkonom) from
Handelshøyskolen BI (1984) and a law degree (cand.jur.) from the University of Oslo (2002).
• Tor Bergstrøm (56), Kolbotn
Mr Bergstrøm has more than 30 years of experience from banking, industry and asset management, both
in Norway and internationally. He holds the position as Executive Vice President and CFO of Anders
Wilhelmsen & Co AS. He is chairman of A Wilhelmsen Capital AS and, among other responsibilities, a
member of the board of directors of Mamut ASA and Advanced Production and Loading ASA.
Bergstrøm was for many years Executive Vice President and CFO of the Aker Group and before that
heading Asset Management in the Storebrand Group. He has also been working in banking, both in
Norway and in the US. He has broad experience as board member of manufacturing companies,
investment companies and finance companies, both in Norway and internationally. He holds a degree
(siviløkonom) from the Norwegian School of Economics and Business Administration.
Mr Wilhelmsen has 33.2% ownership in Aweco Holding AS which owns 3,300,000 shares in the
Company. Mrs Blystad has 50% ownership in Spencer Trading Inc. (a company fully owned by herself
and close associates) which owns 195,000 shares in the Company. No other directors hold shares in the
Company.
No remuneration has been paid or granted to the Company’s board of directors. The level of
remuneration will be determined by the Company’s shareholder meeting.
The board of directors will convene an extraordinary general meeting within six weeks for the purpose
of electing an additional board member. The candidate who will be proposed is Mr Per Raustøl. Per
Raustøl (51), Oslo, is a partner of the law firm Wiersholm, Mellbye & Bech. He has previously worked
as in house counsel at Saga Petroleum, and has served on the board of directors of a variety of
companies. He holds a law degree (cand.jur.) from the University of Oslo (1981).
The board of directors will propose that Mr Raustøl is elected as Chairman of the board of directors, and
that the current Chairman, Sigurd E. Thorvildsen, is elected as deputy Chairman of the board of
directors. Awilco, the Company’s largest shareholder, has undertaken to vote in favour of this proposal.
5.3 Management and employees
Management agreement
Management services are provided to the Company by Awilco and other companies in the Anders
Wilhelmsen Group under contract, as described in section 9.4.
Corporate management
• Henrik Fougner (42), managing director, Bærum
Mr Fougner has more than 15 years of experience from banking and the shipping and offshore
industries, both in Norway and internationally. He currently holds the position as CFO of Awilco but
will be released from this position in connection with the commencement of listing of the Company’s
shares on the Oslo Stock Exchange. Before joining Awilco in 2001 Henrik Fougner was CFO of Osprey
Maritime Limited in Singapore. He has also been working in banking through Den norske Bank and
Scandinavian Bank Group, both in London and Oslo, focusing on the shipping- and offshore industry.
He holds an MBA from the Norwegian School of Economics and Business Administration.
25

Awilco Offshore ASA
No remuneration has been paid to Mr Fougner in his capacity as managing director of the Company and
the level of such remuneration has not yet been determined. His remuneration will be determined by the
board of directors of the Company.
Key personnel – commercial management
• Thor Alexander Krafft (61)
Mr Krafft is Senior Vice President Offshore in Awilco, and has more than 35 years of international
experience from shipping and the oil and gas offshore industry. Prior to joining Awilco, Mr Krafft has
worked for Esso, Gotaas Larsen/Golar Nor Offshore and Arne Blystad Rederi. He holds an MBA from
University of Wisconsin,USA.
• Knut Martin Wadet (54)
Mr Wadet has 30 years experience from the offshore oil and gas and marine industries, both in Norway
and internationally. He holds a position as Vice President Offshore of Awilco, with special responsibility
for the two accommodation units Port Reval and Port Rigmar. Prior to joining Anders Wilhelmsen
group/Awilco Wadet was General Manager of the marine contracting entity Farmand Survey. Previously
he was with Stolt-Nielsen Seaway and the Kværner group, and has spent several years in the Middle
East and South East Asia. He holds a degree (Siviløkonom) in business administration and a degree in
engineering.
• Jan B. Usland (45)
Mr Usland is Director – Offshore Business Development in Awilco. He holds an MSc in Naval
Architecture and Marine Engineering from NTNU (Norway) and enjoys more then 20 years of
experience within the offshore oil & gas industry primarily from management, business development
and technical positions with floating production and drilling contractors. He previously held the position
as Senior Vice President – Floating Production with Northern Offshore ASA.
Key personnel – technical management
• Claus Mørch (58)
Mr Mørch has both a MSc in Mechanical engineering and a BSc in Marine engineering from the
University of Newcastle upon Tyne and is managing director of Wilhelmsen Marine Services AS, the
ship management and technical services company belonging to Awilco. He has more than 30 years
experience in the marine and offshore market with broad experience in relation to newbuilding projcts,
conversions and management of shipping and offshore units and has worked within the Anders
Wilhelmsen group for 20 years.
26

6. Market overview
6.1 Market positioning
Awilco Offshore ASA
The Company’s main assets give exposure to two market segments; accommodation units and jack-up
drilling rigs. Boths of these markets are related to the international oil and gas industry and have drivers
linked to exploration and production of oil and gas.
Oil and gas projects have a life cycle from exploration, through production, to abandonment. The
Company’s assets are typically employed in different phases of the life cycle, as illustrated below.
Phase Seismic Exploration
drilling
Accommodation
units
Jack-up drilling
rigs
Drilling of
exploration wells
Engineering,
construction,
installation
Accommodation
and support
27
Production Abandonment
Accommodation,
maintenance,
upgrades,
modifications,
stand by, hospital
Drilling of
production wells
Accommodation
and support
Typically, accommodation units are used in the production phase of a field and is less dependent on the
general strenght of the oil and gas markets. On the other hand, jack-up drilling rigs are typically used in
the exploration phase where demand is more directly correlated with the overall activity in the oil and
gas markets. These markets are currently enjoying strong demand, as clearly evidenced by the
development in the oil price.
Short- to medium-term oil price forecasts are well in excess of historical levels as seen from the graph
below, showing the price of Brent Blend oil since 1986 including future prices.
USD per bbl (Brent Blend)
50.0
45.0
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
18 year average (USD 20.6)
12 months average
monthly figures
86 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02
Source: Enskilda Securities
6.2 The market for accommodation rigs
Future prices (IPE)
03 04E 05E 06E
Market overview and status
The market for accommodation rigs is a highly specialized part of the offshore market. First of all, it is a
small market; secondly, it is dominated by a few operators globally; and thirdly, it is separated from the
drilling markets by being more directly linked to oil companies’ production than to their exploration.

Awilco Offshore ASA
Accommodation units provide a flexible means of providing accommodation and service capacity to an
offshore field. They are used for short- or long-term purposes whenever manning and/or deck capacity
is required beyond the capacity of the fixed installation.
The market is geographically divided into a few segments. Historically, accommodation units have
mainly been used in the North Sea and Mexico. With the long-term chartering of five Prosafe units by
Pemex in 2003, Mexico took over as a leading market for such units.
The supply of accommodation units
The current world fleet of dedicated accommodation units is limited and the most relevant units are
summarized in the table below.
Market / unit Owner Type Design Capacity (beds)
North Sea
Borgholm Dolphin Fred. Olsen Semi Aker H-3 600
MSV Regalia Prosafe Semi GVA 3000 243
Port Rigmar Awilco Offshore Jack-up Robin 300 326
Port Reval Awilco Offshore Semi Aker H-3 362
Pride Rotterdam Pride Jack-up Gusto 200
Gulf of Mexico
MSV Chemul Pemex Semi GVA 2000 433
Jasminia Prosafe Semi GVA 2000 600
Jupiter I Cotemar Semi Small semi 720
Safe Britannia Prosafe Semi Pacesetter 812
Safe Hibernia Prosafe Semi Aker H-3 500
Safe Lancia Prosafe Semi GVA 2000 600
Safe Regency Prosafe Semi Pacesetter 780
Other markets
Safe Astoria Consafe Offshore Semi Sedco 600 256
Safe Concordia Consafe Offshore Semi 376
Safe Caledonia Prosafe Semi Pacesetter 550
Safe Scandinavia Prosafe Semi Aker H-3 527
Source: Fearnley Fonds
In addition to the units set forth above, there are several units that are used for accommodation purposes
in special markets, but these can not be deemed relevant for competitive purposes. This includes some
small shallow-water units being employed in the Southern North Sea, barges being employed in West
Africa, construction platforms, diving ships, and a limited number of emergency stand-by units. Also,
conventional drilling rigs do, from time to time, operate as accommodation units, but this is mainly on
short term contracts with limited bed capacity requirements (100-150 beds, i.e. below the capacity of
conventional accommodation units).
The world fleet of accommodation units has declined significantly over the last 15 years, as several units
have been converted into drilling rigs. With a fleet of about 20 units, there was a large overcapacity of
accommodation units in the North Sea in the early to mid-1990s as many of the large construction
projects came to an end.
Over the last years, three units have been converted into accommodation mode. This includes the
Company’s unit Port Reval, formerly a service rig, the Fred. Olsen unit Borgholm Dolphin which was
formerly a cold-stacked drilling rig, and the Consafe Offshore unit “Safe Astoria” which was also
formerly a cold-stacked drilling rig.
There is currently one additional rig undergoing conversion into accommodation mode for account of
Consafe Offshore. The unit will be named “Safe Bristolia” and will be delivered towards the end of
2005. This unit is being converted from a formerly cold-stacked drilling rig to a 550 bed
28

Awilco Offshore ASA
accommodation unit at Yantai Raffles Shipyard in China. The unit is contracted to commence operation
in the Far East region, and will not be suited for North Sea operation.
While additional conversion into accommodation mode may take place, the number of rig structures
available for such conversion is little. In the present strengthening market for drilling rigs, the owners
generally seek to have their marginal units employed in drilling mode rather than investing in
conversions.
Consafe Offshore has recently taken delivery of the accommodation and service unit “Safe Concordia”,
the first new building in more than 15 years. The unit was built at Keppel FELS in Singapore. It will
not be suited for North Sea operation.
Demand for accommodation rigs
There are several sources of demand for accommodation units, linked to the various phases of the oil
fields. These include;
Installation and commissioning
• Support services during installation and testing of new fixed installations. In the North Sea such
activity was formerly a large market, but has now become a minor part of demand. The market
in Mexico has been stable to growing over the last 5 years. Additional growth is expected in
deepwater provinces as West Africa, Brazil and South East Asia.
• Support services during hook-ups of satellite fields to existing installations (growth niche in the
North sea with a number of subsea tie back prospects).
Production and maintenance
• Support services during upgrading and maintenance on fixed installations (the major part of the
North Sea market).
• Stand-by and hospital services (small part of the market);
• Long-term addition of accommodation capacity on producing fields (small part of market).
Abandonment
• Abandonment and de-commissioning of fixed installations (small but growing part of the
market).
The key demand drivers are oil companies’ spending on new offshore production facilities and upgrades
to enhance production from fields in operation. As further discussed in section 6.3, the level of such
spending is strongly correlated to expectations for future oil and natural gas prices, the requirement to
grow production at a sustainable rate and the need to replace production lost through depletion.
The North Sea and Mexico have, historically, been the prime markets for such units. In addition
emerging markets as West Africa and Australia have absorbed 1-2 units over the last few years. Also,
prospects for further growth are identified in other key offshore provinces as Brazil and South East Asia.
The current large market in Mexico (currently 8 out of total 14 floating accommodation units in the
world are employed in Mexico) is for a large part linked to new installations. All of the 8 units are fixed
on firm contracts beyond 2006. While ongoing, this is a very stable market, and the long term outlook is
stable to growing.
In the North Sea, the market is to a much larger extent based on maintenance and upgrading service on
existing fields, as the installation phase is mainly past. This includes both planned maintenance and
29

Awilco Offshore ASA
short-term repair work. Since this is linked directly to the production of oil and gas and thereby to the
oil company’s cash flows, the contracts are often time critical. Some contracts are entered into long in
advance to ensure a well-timed process. In addition abandonment and decommissioning of old
installations is expected to create demand for accommodation services in the future. As an example Port
Reval is fixed on the Frigg removal project in 2006 and 2007.
The North Sea market is characterized by a harsh environment and there is traditionally little
maintenance activity in the winter season.
Current supply – demand balance
The chart below illustrates the employment status for the relevant units in the world fleet of
accommodation units.
North Sea semis
Borgholm Dolphin (UK)
MSV Regalia (NOR)
Port Reval (NOR)
Safe Caledonia (UK) W Afr
Safe Scandinavia (NOR) Med
North Sea jack-ups (ex. smaller)
Port Rigmar (NOR)
Pride Rotterdam (DK)
Gulf of Mexico units
MSV Chemul
MSV Iolair
Jasminia
Jupiter 1
Safe Britannia
Safe Hibernia
Safe Lancia
Safe Regency
2005 2006 2007
Other markets
Safe Astoria Yard
Safe Bristolia (del. Jan-06) Yard Sakhalin
MSV Safe Concordia
Source: Fearnley Fonds
Yard Timor Sea
6.3 The market for jack-up drilling rigs
Background
Drilling on offshore oil and gas fields is primarily done with units of the three categories below. The
selection of a unit will depend on several factors, such as water depth, drilling depth, weather conditions,
location, and availability of units.
30

Jack-ups
Jack-ups have legs that are lowered to
the seabed, whereafter the hull is
jacked up clear of the sea surface.
Depth capability is limited to leg
length, so jack-ups are generally
shallow water units. Some of the
largest units can operate in 450ft
water depth but the majority of the
fleet is equipped for 250-300ft water
depth.
Awilco Offshore ASA
Semi-submersibles Drillships
Semis are floating units implying that
their depth capacity is not limited to
leg length. They have hulls or
pontoons that are filled with ballast
water to provide stability. When
drilling, they are kept in position by
anchors or dynamic positioning.
Semis are often referred to in
“generations”, with the last
generations being the last built and
largest units with water depth capacity
up to 10,000ft.
31
Drillships have ordinary ship hulls and a
derrick on top for drilling through a hole
in the hull. Being ships, they have an
advantage in more efficient movement
between drilling operations. Like semis,
the drillships may be anchored or
equipped with dynamic positioning.
Drillships represent a smaller element of
the market.
All of the Company’s current exposure to the drilling market is through jack-up drilling rigs, through its
newbuilding contracts and options.
Offshore rig activity is closely correlated to oil companies’ investments related to the exploration and
production of oil and gas (often referred to as E&P spending). E&P activity is driven by the dual
requirement to grow production at a sustainable rate while replacing production lost through depletion.
E&P spending and the offshore rig activity has historically been highly cyclical. Such levels of spending
may be influenced significantly by oil and natural gas prices and expected changes or instability of such
prices, as well as other factors, including demand for oil and gas and regional and global economic
conditions.
The figure below demonstrates the link between jack-up rig demand and oil prices with a 1 year time
lag.
Oil price (London brent 1m futures)
50
45
40
35
30
25
20
15
10
5
0
200
01.Feb.93 01.Feb.95 01.Feb.97 01.Feb.99 01.Feb.01 01.Feb.03 02.Feb.05
Demand Jackup rigs Petrodata forecast Oil price 1 year ago
Source: Petrodata / Fearnley Fonds
400
380
360
340
320
300
280
260
240
220
# active jackup rigs worls wide

Awilco Offshore ASA
As illustrated above the offshore rig market has experienced both booming periods (1995-97) and soft
markets (1998-2000). However, since bottoming out late 2001, demand for jack-ups has increased
steadily and current status is characterized by firm markets in all key regions and segments.
Supply
The current fleet of jack-ups comprises 387 units, including 70 non-competitive units (typically owned
and operated by national oil companies and not actively marketed to others). For the purpose of this
document, the total fleet is referenced if not otherwise noted.
There are currently 28 rigs on order representing 7% of the total fleet. 5 of the new buildings are for
delivery in 2005, while 10 are scheduled for 2006. The current lead time for new buildings is about 26-
30 months, and potential additions of new buildings will not enter the market before 2007. Awilco
Offshore owns three of the new buildings currently in order.
Aging world fleet
The majority of the current operating rigs were constructed in the late 1970’s and early 1980’s, and the
average age of the fleet is 23 years today. Roughly 75% of the current fleet is between 20 and 27 years
old, and only 4% of the current fleet is less than 6 years old. Although the useful lifetime of rigs is
difficult to predict, it is expected that new requirements for drilling deeper and more complex wells will
require replacement of older assets over time. In addition attrition of units due to accidents, conversions
and retirement has been in the range of 2-6 units annually over the last 5 years. The charts below
illustrate the age profile and impact of newbuildings.
No of rigs in world fleet
450
400
350
300
250
200
150
100
50
Cumulative number of rigs in operation today
0
1970 1974 1978 1982 1986 1990 1995 2002
Delivery year
Source: Petrodata / Fearnley Fonds
Number of units
32
12
10
8
6
4
2
0
-2
-4
-6
-8
New building additions
Attrition (actual/5 y
average)
Net supply growth [%]
2004 2005e 2006e 2007e
Current market balance
Total utilization of the worldwide jack-up fleet is around 89 percent today, with most of the individual
drilling markets stable or improving and varying little from that number. Excluding cold stacked rigs
(not actively marketed), the effective utilization is 94%, a level that, in historical context, is very high.
Thus, all worldwide markets are virtually in balance today, with little room for mobilization of units
between regions as no region seems to have available capacity to spare.
Region Demand Total supply Utilisation Cold stacked Eff. utilisation
US GoM 92 114 81% 16 94%
Central America 34 36 94% 0 94%
South America 7 10 70% 2 90%
West Africa 19 19 100% 0 100%
North Sea 30 31 97% 0 97%
Middle East 65 71 92% 1 93%
South East Asia 27 29 91% 1 95%
Other 69 75 91% 3 95%
Sum 342 385 89% 3 94%
Source: Petrodata / Fearnley Fonds
4.5 %
3.5 %
2.5 %
1.5 %
0.5 %
-0.5 %
-1.5 %
-2.5 %
-3.5 %
Fleet growth (%)

Awilco Offshore ASA
The fleet of “ultra premium” jack-ups, rigs rated for water depths more than 300ft with drilling capacity
of 30.000ft or more, comprises 35 units today. These are the jack-ups that can most efficiently drill deep
and complex wells. Recent federal royalty waivers on “deep shelf” natural gas production in the US
Gulf of Mexico, extensive use of horizontal wells in the North Sea region and technically challenging
fields developments in Middle East and South East Asia are forecasted to increase demand for these rigs
in the future.
Ultra premium jackups by contractor Ultra premium jackups by region
Contractor Rig today On order Total Region Contracted Supply Utilisation
Atwood 1 0 1 Austr / NZ 2 2 100%
Awilco 0 3 3 Canada (E) 1 1 100%
Diamond 2 0 2 C America 2 2 100%
ENSCO 12 2 14 NW Europe 10 10 100%
GSF 9 0 9 S America 1 1 100%
Maersk 2 4 6 SE Asia 4 4 100%
Rowan 8 2 10 USA, GoM 14 14 100%
Sinvest 0 5 5 M East 1 1 100%
Smedvig 1 0 1
COSL 0 1 1
Petrojack 0 2 2
Seatankers 0 2 2
Sum: 35 21 56 Sum: 35 35 100%
Source: Petrodata / Fearnley Fonds
Rate developments
Rates for all kind of jack-up equipment has seen substantial increases over the last year, with leading
edge rate structures approaching previous peak levels in main “jack-up provinces” as US Gulf of
Mexico, North Sea and South East Asia. One of the strongest rate rebounds has taken place for ultra
premium units with technical characteristics similar to the Awilco Offshore units on order. The righthand
graph below provides average and leading edge rate structures on new fixtures from January 2000
till now. For purpose of this graph, harsh environment units have been excluded from the statistics.
During this period the number of units in this segment is up from 20 to 35 units.
Dayrate (USD/d)
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
Jan.94 Jan.96 Jan.98 Jan.00 Jan.02 Jan.04
Source: Petrodata / Fearnley Fonds
Southeast Asia Jackups 250-300' IC- Average (US$)
US GOM Jackups 250-300'- Average (US$)
$100,000
33
$90,000
$80,000
$70,000
$60,000
$50,000
$40,000
$30,000
$20,000
$10,000
350ft /30.000ft units (non-harsh environment)
$0
Mar.00 Mar.01 Mar.02 Mar.03 Mar.04
Average rate new fixtures High

7. Financial information
7.1 Proforma accounts
Awilco Offshore ASA
General
Awilco Offshore ASA was founded on 21 January 2005. The pro forma group accounts for 2004 have
been prepared on a historical cost basis on a consolidated level. The pro forma accounts are presented as
if the offshore segment was reorganized per beginning of the period presented, and is derived from
audited financial statements for Awilco group for 2004. The pro forma accounts have been provided
based on the assumptions stated below. Pro forma financial statements are provided for informational
purposes only and are not necessarily indicative of actual results that would have been achieved if the
transactions and assumptions described below had occurred during the period presented.
Since the formation of Awilco’s offshore segment into the wholly owned AWO group is seen as a
reorganization of a segment in a wholly owned subgroup of Awilco, the reorganization has been
recorded using the continuity method. Consequently, the net book value of the assets, rights and
liabilities transferred to the AWO group, corresponds to the net book value under the previous
organization and ownership structure.
Pro forma adjustments
Equity contribution
The Company carried out a private placement in the period from 14 – 18. February 2005. Prior to
completion of the private placement, the share capital of the Company was increased through the
conversion into equity of part of the consideration for the offshore assets transferred from Awilco. This
conversion of debt into equity is rolled-back and reflected in the pro forma balance sheet per beginning
of 2004. Correspondingly, debt not converted to equity is also reflected in the pro forma balance sheet
per beginning of 2004. Interest cost on this debt is reflected in the accounts using the same interest rate
as agreed in 2005.
The transfer of assets from Awilco to AWO is in the pro forma accounts assumed to have been executed
using the same underlying values as actually used in the reorganization that took place in 2005.
The proceeds from the private placement were received by the Company at end of February 2005, and
will be reflected in the financial report for 1st quarter 2005, and is not rolled back to be reflected in the
pro-forma accounts for 2004.
Inter-company debt
Part of the proceeds from the private placement was used to repay inter-company debt to Awilco. In
order to better reflect the actual funding of the segment in 2004, combined with that the proceeds from
the private placement mentioned above is not rolled-back to 2004, no pro forma adjustments are made to
the actual inter-company debt that existed in 2004.
Management fee
The Company has entered into management agreement with Awilco. The management fee will equal the
costs incurred by Awilco in delivering the agreed management services. The management fee for 2005 is
estimated to be NOK 15-20 million. The pro forma accounts for 2004 include a management fee of
approximately NOK 15 million.
Tax
The accommodation rigs have been organised within the Norwegian tonnage tax regime since the
acquisition date of the rigs. The Norwegian Ministry of Finance is currently carrying out an assessment
of the tonnage tax regime, inter alia with respect to whether moveable rigs shall continue to qualify for
34

Awilco Offshore ASA
the regime. An consultation paper concerning this subject, issued 11 March 2005, proposes that
moveable rigs, with effect from 1 January 2006, will no longer qualify for the regime. If this proposal is
implemented, the Company will no longer be in a position to benefit from the deferred taxation allowed
under the regime. Consequently, the deferred tax on historical operating profits from the accommodation
units will become payable.
In the pro forma accounts, the Company has provided for income tax on the basis of their profit for
financial reporting purposes, adjusted for income and expense items which are not taxable or deductible
for income tax purposes, using the current tax rate. This deferred tax provision is reflecting the possible
change on tax rules mentioned above.
Income tax expense has been adjusted for the effects of pro forma adjustments to the profit and loss
statement.
7.2 Effect of International Financial Reporting Standards (IFRS)
General information
As from 2005 Norwegian public companies are subject to new accounting standards introduced in the
European Union. The new accounting standards are called International Financial Reporting Standards
(IFRS). The objective of IFRS is to develop, in the public interest, a single set of high quality,
understandable and enforceable global accounting standards that provide accurate, transparent and
comparable information to help users make economic decisions.
AWO has prepared the pro forma accounts for 2004 according to the IFRS. There are still inherent
uncertainties to how these standards should be interpreted and implemented. AWO has prepared the pro
forma accounts based on the current understanding of IFRS.
Below is a description of the main effects between the accounting principles previously used by Awilco
compared with the IFRS principles used in the pro-forma accounts of AWO;
Assets
The useful economic lives of the accommodation rigs are estimated for the material components of the
rigs separately. The major components of the rigs are estimated to have useful economic lives in the
range from 20-38 years. Based on experience, performance and future scheduled dockings, economic
lives are evaluated on a regular basis – at least annually. If the estimated useful economic life changes
future depreciations are adjusted accordingly.
There is established residual value for the accommodation rigs. Awilco’s previous principle has been to
depreciate assets to zero over the economic life. We have recalculated accumulated depreciations for
each asset taking into account the residual value and dismantling expenses. The asset value has been
appreciated by the difference in accumulated depreciation based on IFRS and Norwegian GAAP. Future
depreciations are based on depreciation schedules including residual values and dismantling expenses.
The residual value is based on the market value for scrapping at the reporting date.
Reclassification of docking expenses
Docking expenses are regarded as a separate part of the rig value with a different depreciation period
than the rig. Depreciation of docking expenses is therefore reclassified from operating expenses to
depreciation.
Deferred tax and tax expense
Income tax expense has been adjusted for the effects of IFRS adjustments to the profit and loss
statement. Deferred tax is adjusted due to changes in asset values.
35

Awilco Offshore ASA
Long term debt
First year installment of long term debt has been classified as current liabilities.
7.3 Accounting principles
Classification of balance sheet items
Assets and liabilities related to the operation of the company are classified as current assets and
liabilities. Assets for long term use are classified as fixed assets.
Revenue
Revenues are recognized as earned, based on contractual daily rates or on a fixed price basis.
Debt issuance costs
Debt issuing costs are amortized and then capitalized if they are directly attributable to the acquisition,
construction or production of a qualifying asset. Borrowing costs are capitalized until the assets are
substantially ready for their intended use. If the resulting carrying amount of the asset exceeds its
recoverable amount, an impairment loss is recorded.
Taxes and deferred tax liabilities
The Company provides for income tax on the basis of their profit for financial reporting purposes,
adjusted for income and expense items which are not taxable or deductible for income tax purposes.
Deferred taxation is provided in the balance sheet as the liability method in respect of temporary
differences between the tax base of an asset or liability and its carrying amount in the balance sheet. The
tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are
recognized for all deductible temporary differences to the extent that it is probable that taxable profits
will be available against which the deductible temporary difference can be utilized.
Current assets
Current assets are valued at the lower of historical cost and market value.
Foreign currency
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated at the exchange rate at the
balance sheet date.
Fixed assets
Rigs and equipment are stated at cost less accumulated depreciation and accumulated impairment loss.
The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset
to its working condition. In situation where it can be clearly demonstrated that expenditures have
resulted in an increase in the future economic benefits expected to the obtained from the use of the asset
beyond its originally assessed standard of performance, the expenditures are capitalized as an additional
cost of the asset.
Components of new fixed assets with different economic useful lifetime will have different depreciation
time.
Depreciation is calculated using the straight-line method to write off the cost, after taking into account
the estimated residual value, of each asset over its expected useful life. The expected useful life for the
accommodation rigs is 20 – 38 years.
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Awilco Offshore ASA
The useful lives of assets and the depreciation method are reviewed periodically to ensure that the
method and period of depreciation are consistent with the expected pattern of economic benefits from
items of property, plant and equipment.
When assets are sold or retired, their costs and accumulated depreciation and accumulated impairment
loss are eliminated from the accounts and any gain or loss resulting from their disposals is included in
the income statement.
Newbuilding contracts
Newbuilding contracts include payments made under the contracts, capitalized interest and other costs
directly associated with the newubilding program.
Impairment of assets
All assets are reviewed for impairment whenever events of changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds
its recoverable amount, an impairment loss is recognized in the income statement. The recoverable
amount is the higher of an asset’s net selling price and value in use. The net selling price is the amount
obtainable from the sale of an asset in an arm’s length transaction less the costs of disposal while value
in use is the present value of estimated future cash flows expected to arise from the continuing use of an
asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual
assets or, if it is not possible, for the cash-generating unit.
Reversal of impairment losses recognized in prior years is recorded when there is an indication that the
impairment losses recognized for the asset no longer exist or have decreased. The reversal is recorded in
the income statement.
Cash flow statement, cash and cash equivalents
The cash flow statement is prepared using the indirect method.
Cash represents cash on hand and deposits with bank that are repayable on demand.
Cash equivalents represent short-term, highly liquid investments which are readily convertible into
known amounts of cash with original maturities of three months or less and that are subject to an
insignificant risk of change in value.
Contingencies
Contingent liabilities are generally not recognized in the financial statements. They are disclosed unless
the possibility of an outflow of resources embodying economic benefits is remote.
A contingent asset is not recognized in the financial statements but disclosed when an inflow of
economic benefits is probable.
Consolidation
The consolidated statements consist of Awilco Offshore ASA and companies where the parent company
controls directly or indirectly more than 50% of the votes. Companies are consolidated from the time
when control is obtained. Companies in the group apply consistent accounting principles. Intercompany
tranactions and balances between group companies are eliminated.
37

7.4 Accounts
Awilco Offshore ASA
Profit and loss statement Actual Pro forma
All figures in NOK 1000 01.01 - 31.03 01.01 - 31.12 01.01 - 31.03
2005 2004 2004
Net operating income 45 067 270 731 34 910
Operating expenses (26 761) (136 349) (21 302)
Adminstrative expenses (4 894) (21 093) (4 561)
Depreciation (13 108) (40 805) (7 294)
Total operating expenses (44 764) (198 247) (33 157)
Operating result 303 72 484 1 752
Financial items
Interest income 3 212 1 044 7
Interest costs (6 317) (12 348) (1 928)
Foreign exchange gain/(loss) (29 102) 28 950 (10 049)
Other financial items (2 206) (962) (294)
Net financial items (34 412) 16 684 (12 263)
Profit before tax (34 109) 89 168 (10 511)
Tax expense 11 013 (26 483) 2 932
Profit/(loss) in period (23 097) 62 685 (7 579)
Earnings per share -0,21 1,03 -0,12
38

Awilco Offshore ASA
Balance sheet Actual Pro forma
All figures in NOK 1000
31.03.05 31.12.04 31.03.04
Assets
Intangible assets 0 0 0
Accomodation units 569 078 566 244 541 439
Jack-up rigs, under construction 414 613 150 854 0
Fixed assets 983 691 717 098 541 439
Total fixed assets 983 691 717 098 541 439
Receivables and accruals 32 586 45 057 29 753
Group receivables 0 9 039 10 129
Cash, bank 847 869 146 602 79 627
Current assets 880 454 200 698 119 510
Total assets 1 864 145 917 796 660 949
Equity and debt
Equity 1 223 078 269 458 30 518
Deferred tax 41 712 48 617 21 127
Mortgage debt 420 453 223 131 234 691
Other debt 74 652 0 0
Total long term debt 495 106 223 131 234 691
Creditors 0 3 425 43
Intercompany debt 0 337 828 317 610
Other short term debt and accruals 104 250 35 337 56 959
Total short term debt 104 250 376 590 374 613
Total debt and equity 1 864 145 917 796 660 949
39

Awilco Offshore ASA
Cash flow statement Actual Pro forma
All figures in NOK 1000 01.01 - 31.03 01.01 - 31.12 01.01 - 31.03
2005 2004 2004
Cash flow generated by/used in operations
Profit before tax (34 109) 89 168 (10 511)
Tax payable 0 (10 424) (181)
Depreciation 13 108 40 805 7 294
Foreign exchange effects unrealized 8 875 (46 683) 11 569
Cash flow from operations -12 126 72 866 8 172
Change in debtor, creditors ,
accruals and provisions 23 736 28 887 7 586
Net cash flow from operations 11 610 101 754 15 758
Cash flow generated by/used in investments
Invested in fixed assets (279 701) (262 261) (53 091)
Proceeds from sale of fixed assets 0 0 0
Net sale/(purchase) of shares 0 0 0
Net cash flow from investments -279 701 -262 261 -53 091
Cash flow generated by/used in financial activities
Dividend and/or group contribution etc 0 5 049 0
New debt 573 618 105 573 69 400
Repayment debt (569 260) (29 772) (15 072)
Equity contributions 965 000 164 728 1 100
Net cash flow from financial activities 969 358 245 577 55 428
Net cash flow for the year 701 267 85 070 18 095
Cash and cash equivalents per opening balance 146 602 61 532 61 532
Cash and cash equivalents per end of period 847 869 146 602 79 627
Equity
The Company's share capital is NOK 1.111.333.500 made up of 111.133.350 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.
40
Actual Pro forma
Group equity 31.03.05 31.12.04 31.03.2004
Equity per 1. January (N GAAP) 269 458 31 735 31 735
Reversed pro forma effects/effect of IFRS impl. 11 716 5 262 5 262
Capital transfers, group contribution etc 0 5 049 0
Equity contributions 965 000 164 728 1 100
Dividend 0 0 0
Profit/(loss) in period -23 097 62 685 -7 579
Equity per 31. December (IFRS) 1 223 078 269 458 30 518
Effects of IFRS implementation
Balance sheet effects
Adjusted net book value of rigs 4 309
Adjusted accruals 3 000
Tax effect of adjustments 28 % -2 047
Net equity effect 5 262

7.5 Auditor’s statement
Awilco Offshore ASA
In connection with the financial statements set out above, the Company’s auditors have issued the
following report to the Board of Directors of the Company.
Report on the review of pro forma financial statements and adjustments
We have reviewed the pro forma adjustments described in the prospectus of Awilco
Offshore ASA Section 7 and the application of these adjustments to the pro forma
statements of income for 2004, the accompanying pro forma balance sheet for the twelve
months ending 31 December 2004 and the cash flow statement for the same period. All the
above mentioned statements are prepared according to IFRS. We have also reviewed the
corresponding pro forma accounts for the 1st quarter of 2004. The pro forma financial
statements and adjustments are the responsibility of the Company’s Board of Directors and
Managing Director.
We conducted our review in accordance with the Norwegian Auditing Standard on Review
Engagements RS 910. This standard requires that we plan and perform the review to obtain
moderate assurance as to whether the financial statements are free of material
misstatement. A review provides less assurance than an audit. We have not performed an
audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the
adjustments and the application of the adjustments in the financial statements does not
reflect appropriate effect in the pro forma accounts to meet the objectives described above.
Oslo, 22 april 2005
ERNST & YOUNG AS
Sondre Kvaalen
State Authorised Public Accountant
7.6 Other financial information
Functional currency and use of financial instruments
The functional currency for the majority of the Company’s operation is USD, as the majority of revenues
and expenses, as well as assets and liabilities, are denominated in USD. The Company 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 1Q2005 1Q2004 2004
Actual Proforma Proforma
Earnings per share -0.21 -0.12 1.03
Dividend per share - - -
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Awilco Offshore ASA
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
4. 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 7.4, reflect this activity. Set out below is an overview of
contract rates received by the Company’s accommodation units in 2004.
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
42

Awilco Offshore ASA
8. Share capital and shareholder matters
8.1 Share capital
Share capital
The Company’s share capital is NOK 1,111,333,500, made up of 111,133,350 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.
Each share carries the right to one vote in shareholders’ meetings. The Company’s articles of
association do not provide for limitations on the transferability or ownership of shares.
The development of the Company’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 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 Cash issue 500,000,000 20 1,111,333,500 111,133,350
There are no outstanding warrants, stock options, convertible bonds or other securities convertible into
shares of the Company.
Registration
The Company’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
An extraordinary general meeting of the Company on 4 April 2005 authorized the board of directors to
increase the share capital by up to NOK 30,000,000. The resolution of the general meeting provides that
the authorization can only be used for the purpose of carrying out a public share offering in connection
with the planned listing of the Company’ 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, which has not been used, 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.
Other authorizations
The Company does not hold any authorizations to issue convertible loans or to acquire own shares.
Shareholders and share trading
As per 27 April 2005, the number of shareholders of the Company is 233, of which 187 are Norwegian
and 46 are non-Norwegian.
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Awilco Offshore ASA
The following table sets forth the 20 largest shareholders of the Company, as registered in VPS as per 27
April 2005.
Name Nominee Nationality Shares Ownership
Awilco AS NOR 53,850,630 48.5%
Morgan Stanley & Co NOM GBR 4,347,000 3.9%
Goldman Sachs & Co NOM GBR 3,660,100 3.3%
Aweco Holding AS NOR 3,300,000 3.0%
Orkla ASA NOR 3,060,000 2.8%
Merrill Lynch International NOM GBR 2,500,000 2.3%
UBS AG, London Branch CHE 2,201,120 2.0%
Sabaro Investments Ltd LBR 1,946,200 1.8%
Bear Stearns International NOM USA 1,654,200 1.5%
Deutsche Bank (Suisse) CHE 1,637,000 1.5%
Bear Stearns NOM USA 1,569,400 1.4%
Morgan Stanley and Company NOM GBR 1,463,000 1.3%
Enskilda Securities Egenhandelskonto NOR 1,448,450 1.3%
Bank of New York NOM CYM 1,399,860 1.3%
Morgan Stanley and Company GBR 1,225,000 1.1%
The Northwestern Mutual Insurance Co USA 1,165,420 1.1%
Watrium AS NOR 1,100,000 1.0%
Miami AS NOR 1,100,000 1.0%
Barings (Guarnsey) Ltd NOM GBG 1,054,350 1.0%
Odin Norden NOR 1,000,000 0.9%
Sum, 20 largest 90,681,730 81.6%
Sum, remaining shareholders 20,451,620 18.4%
Total 111,133,350 100.0%
The shareholders referred to as being related to Wilhelmsen family members are Aweco Holding AS,
Miami AS, and Watrium AS. Mr Arne Alexander Wilhelmsen has 33.2% ownership interest in Aweco
Holding AS.
Prior to the expected admission to listing of the Company’s shares on the Oslo Stock Exchange, the
shares are traded in the over-the-counter market maintained by the Norwegian Association of
Stockbroking Companies. For the period from 23 February to 26 April 2005, the average number of
shares traded in the over-the-counter market was approximately 437,000, corresponding to an average
value of daily trading of approximately NOK 9.8 million.
At the close of the over-the-counter market on 27 April 2005, the last quotation price for the Company’s
shares was NOK 22.50. Based on such share price, the equity capitalisation of the Company’s shares
corresponds with NOK 2,500 million.
8.2 Shareholder policy and corporate governance
Corporate governance
Awilco Offshore is dedicated to observing high standards of corporate governance, based on the
principles set forth in the Norwegian Code of Practice for Corporate Governance, as published on 7
December 2004 (the “Code of Practice”). The Company's Board and management are carrying out an
assessment with regard to the implementation of the recommendations of the Code of Practice. The
Company will annually produce a report as to corporate governance, which will be included in its annual
report. It is the Company’s ambition to adopt the recommendations set forth in the Code of Practice. To
the extent that the Company does not fully adhere to all the recommendations in the Code of Practice,
the reasons for choosing an alternative approach will be explained in this report.
44

Awilco Offshore ASA
Shareholder policy
The Company intends to provide the market and its shareholders with reliable, timely and consistent
information to ensure that investors at all times have a sound basis for their investment decisions. In
addition to regular quarterly reporting, the Company will provide notifications in respect of significant
events as they occur. The Company intends to meet regularly with investors and analysts. Any financial
reports, notifications and presentations will be made available through the notification system of the
Oslo Stock Exchange.
Dividend policy
The Company has large expected capital expenditures and currently has no plans to pay dividends until
these expenditures have been made. In addition, the Company’s financing arrangements place
limitations on the Company’s ability to pay dividends.
It is however envisaged that the dividend policy will be reconsidered when the rigs currently under
construction have been delivered and earnings from these rigs are being generated. Any such dividends
will be considered in light of the Company’s financial position, its debt covenants, and capital
requirements for additional investment.
45

9. Legal matters
Awilco Offshore ASA
This section 9 makes use of a number of definitions not used elsewhere in this Prospectus. Such
definitions are made in the text below.
9.1 The transfer of assets
Awilco Offshore was incorporated on 21 January 2005 as a wholly owned subsidiary of Awilco.
Wilpower AS and Wilcraft AS were incorporated on the same date as wholly owned subsidiaries of
Awilco Offshore.
On 13 February 2005, the Company entered into a share purchase agreement with Awilco pursuant to
which the Company acquired all of the shares in Port Rigmar AS, Awilco Sea Beds AS, Awilco Sea
Beds II AS and Wilhelmsen Oil & Gas AS for an aggregate purchase price of NOK 571,645,229 plus
interest at a rate of 2% p.a. from 1 January 2005 to closing. The acquisition was made with economic
effect from 1 January 2005.
On 13 February 2005, the Company’s wholly owned subsidiary Wilpower AS entered into a share
purchase agreement with Awilco pursuant to which it acquired all of the shares in Awilco Drilling Ltd
for a purchase price of NOK 164,640,954 plus interest at a rate of 2% p.a. from 1 January 2005 to
closing. The acquisition was made with economic effect from 1 January 2005.
On 13 February, 2005, the Company’s wholly owned subsidiary Wilcraft AS entered into a share
purchase agreement with Awilco pursuant to which it acquired all of the shares in Wilcraft Ltd for a
purchase price of NOK 80,640 plus interest at a rate of 2% p.a. from 1 January 2005 to closing. The
acquisition was made with economic effect from 1 January 2005.
9.2 Construction contracts
PPL Contract 1
The PPL Contract 1 was entered into on 20 March 2004 between Mosvold Drilling Ltd (now called
Awilco Drilling Ltd) and PPL under which PPL agreed to design, construct, launch, equip, test and
deliver to Awilco Drilling Ltd a Pacific Class 375 ft jack-up drilling rig (the “PPL Rig”).
All rights and obligations of Awilco Drilling Ltd under the PPL Contract 1 have since been novated to
Mosbarron Ltd (now called Wilpower Ltd).
The PPL Rig, bearing builder’s hull number P.2007, shall be delivered with a “+A1 Self-Elevating
Drilling Unit” classification with the American Bureau of Shipping.
The price for the PPL Rig (the “Contract Price”) is USD 112,100,000, payable by eight instalments: The
three first instalments, comprising 30% of the Contract Price, have already been paid. The last five
instalments will be paid as follows:
1. 20% is payable on completion of the main deck;
2. 15% is payable on installation of the three first leg sections;
3. 10% is payable on launching;
4. 10% is payable on completion of leg erection; and
5. 15% is payable on delivery.
46

Awilco Offshore ASA
In addition to the Contract Price, Wilpower Ltd shall pay to PPL a provisional contract sum of USD
5,500,000 (the “PC Sum”), according to the same payment schedule as the Contract Price. The PC Sum
shall be used by PPL to make payments on behalf of Wilpower Ltd:
1. of up to USD 2,500,000 in respect of various project management costs; and
2. of up to USD 3,000,000 in respect of equipment for the PPL Rig, variation orders and various
finance costs.
The difference between the project price set out in section 4.1 and the Contract Price and the PC Sum
comprises inter alia variation orders, spare parts, pipe handling, cost of site teams and other construction
supervision costs and financing costs.
Any part of the PC Sum which has not been used by delivery shall be repaid to Wilpower Ltd or its
financing banks to reduce Wilpower Ltd’s indebtedness.
Property and risk in the PPL Rig shall remain with PPL until delivery, when it shall pass to Wilpower
Ltd.
Following delivery, PPL provides a 12 month warranty against defects in workmanship and materials,
and failure of the PPL Rig to meet the performance criteria set out in the Specifications.
Subject to permissible delays and force majeure, delivery of the PPL Rig shall take place in May 2006,
being 24 months after the payment of the first instalment of the Contract Price.
If delivery is delayed by more than 14 days beyond the contractual delivery date, and the delay is not
due either to force majeure or other permissible delays, then PPL will pay liquidated damages of USD
50,000 for each day of delay after the 14 day grace period, subject to a maximum of 5% of the Contract
Price, when Wilpower Ltd shall be entitled to cancel the PPL Contract 1.
PPL will also pay liquidated damages if the variable load criteria set out in the PPL Contract 1 are not
achieved, subject to a maximum of USD 5,000,000. If the deficiency in any variable load exceeds 5%,
Wilpower Ltd shall be entitled to cancel the PPL Contract 1.
If the total delay, whether for permissible or non-permissible delays, reaches 240 days, Wilpower Ltd
shall be entitled to cancel the PPL Contract 1.
On cancellation on any of the above grounds, Wilpower Ltd’s only remedy is to recover all amounts
then paid by it under the contract, together with interest at three month Libor plus 2%.
In addition to the circumstances mentioned above, Wilpower Ltd shall be entitled to cancel the PPL
Contract 1 for material continuing breach or delay on the part of PPL, or on the bankruptcy or
receivership of PPL or SCM.
On cancellation of the PPL Contract 1 by Wilpower Ltd in such circumstances, it shall be entitled to
recover damages for its losses and/or to take possession and title to the rig under construction, and all
material and equipment in the possession or owned by PPL and intended to be incorporated into the PPL
Rig, and either remove them from PPL’s shipyard or complete the work at such shipyard. If Wilpower
Ltd exercises its right to take possession and title to the rig under construction, PPL’s liability for loss or
damage sustained by Wilpower Ltd shall be limited to 10% of the Contract Price.
PPL may cancel the PPL Contract 1 for material breach or delay on the part of Wilpower Ltd, or on its
bankruptcy or receivership, and recover damages for its losses.
The PPL Contract 1 is governed by English law with non-exclusive submission to the Commercial Court
in London.
47

Awilco Offshore ASA
PPL’s obligations under the PPL Contract 1 are guaranteed by SCM, by a performance guarantee dated 7
May 2004.
PPL Option Agreement
The PPL Option Agreement was entered into on 30 March 2004 between PPL and Awilco Drilling Ltd
under which PPL granted to Awilco Drilling Ltd options to require PPL to design, construct, equip,
complete and deliver up to three further jack-up drilling units similar to the PPL Rig.
The first option is exercisable during the period 1 October 2004 to 1 July 2005 and has been exercised,
see “PPL Contract 2” below. This contract rig is referred to elsewhere in this Prospectus as WilSuperior.
The second option is exercisable during the period 1 April 2005 to 1 Ocober 2005.
The third option is exercisable during the period 1 March 2007 to 1 September 2007.
Each option is independent and may be exercised whether or not any other option is exercised provided,
however, that no option may be exercised if Awilco Drilling Ltd is then in breach of the PPL Contract 1.
An option may be exercised by notice from Awilco Drilling Ltd and, within 30 days from the exercise of
an option, the parties will enter into a construction contract in substantially the same form as the PPL
Contract 1, subject to the following amendments:
1. construction will commence three months after the date of the notice exercising the option, and the
contractual delivery date shall be 24 months after commencement of construction;
2. the contract price for the first option unit shall be USD 120,934,000, for the second option unit
122,046,000 and for the third option unit 123,157,000, but each price is subject to adjustment if the
cost of the relevant drilling package (which is supplied by third parties) exceeds USD 25,000,000
(The difference between the project prices set out in section 4.1 and these contract prices comprises
inter alia variation orders, spare parts, pipe handling, cost of site teams and other construction
supervision costs and financing costs);
3. subject to Awilco Drilling Ltd’s consent (not to be unreasonably withheld) the relevant unit may be
built at another shipyard in Singapore wholly owned by SCM.
Awilco Drilling Ltd may assign its rights under the PPL Option Agreement to a special purpose
company with satisfactory equity and which is wholly owned, controlled or managed by Awilco Drilling
Ltd.
In the event that SCM’s guarantee of the financing of the PPL Rig is released, PPL will procure that
SCM provides a similar guarantee for the financing of one of the option units, provided that the financial
terms of the new guarantee, and the underlying obligations of the relevant borrower, are not more
onerous than those in respect of the financing of the PPL Rig.
The PPL Option Agreement is governed by English law with non-exclusive submission to the
Commercial Court in London.
PPL Contract 2
On 22 February 2005, Awilco Drilling assigned its right under the PPL Option Agreement to the First
Option to its wholly-owned subsidiary Wilsuperior Ltd. On the same day, Wilsuperior Ltd. exercised
the First Option. A construction contract (the “PPL Contract 2”) was entered into on 5 March 2005
between Wilsuperior Ltd and PPL for the design, construction, launching, equipment, testing and
delivery of the PPL Rig 2 (to be named “WilSuperior”). The PPL Contract 2 is in all material respects
similar to the PPL Contract 1, with the exceptions that:
48

Awilco Offshore ASA
1. The Contract Price under the PPL Contract 2 is USD 120,934,000 inclusive of drilling package
(with the difference between the Contract Price and the project price set out in section 4.1
comprising inter alia variation orders, spare parts, pipe handling, cost of site teams and other
construction supervision costs ad financing costs); and
2. The scheduled delivery of the PPL Rig 2 shall be in July 2007.
PPL Option 1A
Following the exercising of the first option under the PPL Option Agreement on 22 February 2005, PPL
has granted a new option (Option 1A) to Awilco Drilling Ltd to require PPL to design, construct, equip,
complete and deliver an additional jack-up drilling unit like the first option rig.
The terms and conditions for Option 1A shall be the same as the definition in the PPL Option
Agreement described above save for the following:
1. Notice period is from 1 October 2005 to 1 March 2006;
2. Construction Commencement Date is three months after the notice has been served;
3. The option Contract Price is USD 135.5m (with the difference between the Contract Price and
the project price set out in section 4.1 comprising inter alia variation orders, spare parts, pipe
handling, cost of site teams and other construction supervision costs ad financing costs).
Keppel Contract
The Keppel Contract was entered into on 31 January 2005 between Keppel FELS and Wilcraft Ltd under
which Keppel FELS agreed to design, construct, equip, complete, test and deliver a “Keppel FELS MOD
V Enhanced B-Class” mobile offshore self-elevating drilling unit (the “Keppel FELS Rig”).
The Keppel FELS Rig shall be delivered with a “+A1 Self-Elevating Drilling Unit” classification with
the American Bureau of Shipping.
The price for the Keppel FELS Rig (the “Contract Price”) is USD 117,200,000. The difference between
the project price set out in section 4.1 and the Contract Price comprises additional work with Keppel
FELS, estimated by Keppel FELS to approximately USD 8 million, as well as inter alia , cost of site
teams and other construction supervision costs and financing costs. Subject only to adjustment for
agreed variation orders, the Contract Price is a fixed lump sum price, and includes an allowance of USD
700,000 for spares beyond those required by class and other regulatory bodies.
The Contract Price is payable in five instalments. The first instalment, comprising 20% of the Contract
price, has already been paid. The last four instalments will be paid as follows:
1. 20% is payable within three business days after certification that steel cutting has commenced;
2. 20% is payable within three business days of notice that keel-laying of the first double-bottom
block has taken place;
3. 20% is payable within three business days of notice of launching/float-out; and
4. 20% is payable on delivery of the rig to Wilcraft Ltd.
The contractual delivery date is 31 December 2006. If delivery is delayed by more than 30 days, and the
delay is not due either to force majeure or other permissible delays, then Keppel FELS will pay
liquidated damages of USD 40,000 for each day of delay after the 30 day grace period, subject to a
maximum of USD 6,000,000.
If Wilcraft Ltd has secured a drilling contract and can financially benefit from early delivery, Wilcraft
Ltd will pay a bonus of USD 15,000 for each day by which delivery precedes the contractual delivery
date, subject to a maximum of USD 900,000.
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Awilco Offshore ASA
Keppel FELS will also pay liquidated damages if the variable load criteria set out in the Keppel Contract
are not achieved, subject to a maximum of USD 2,400,000.
Risk of loss or damage to the Keppel FELS Rig shall remain with Keppel FELS until delivery, but title
to the rig, and all equipment, raw materials, goods and appurtenances intended for incorporation or
installation in the rig, shall pass progressively to Wilcraft Ltd as it is constructed.
Following delivery, Keppel FELS provides a 12 month warranty against defects in workmanship and
materials.
Wilcraft Ltd may terminate the Keppel FELS Contract for material continuing breach by Keppel FELS,
on the insolvency of Keppel FELS, or if delivery is delayed by reason of force majeure or other nonpermissible
delays aggregating 180 days or more, in which event Wilcraft Ltd may, at its option, either:
1. recover all amounts paid to Keppel FELS under the contract, together with interest at three month
Libor plus 1.5%, and any purchaser’s supplies (and will then retransfer title to the rig under
construction and all other equipment, raw materials, goods and appurtenances which had been
transferred to it by Keppel FELS); or
2. take possession of the rig under construction, together with all other equipment, raw materials,
goods and appurtenances which it then owns, and any purchaser’s supplies.
Keppel FELS may terminate the Keppel FELS Contract if delivery is delayed by reason of force majeure
aggregating 180 days or more, in which event Wilcraft Ltd may exercise its options as described above.
Keppel FELS may also terminate the Keppel FELS Contract:
1. if Wilcraft Ltd fails to make any payment due under the contract within seven days of demand;
2. if Wilcraft Ltd fails to take delivery of the rig on completion; or
3. on the insolvency of Wilcraft Ltd;
in which event Keppel FELS may recover from Wilcraft Ltd all costs incurred by it in the construction
of the rig, and in terminating the construction work, to the extent that such costs exceed the amounts
already paid by Wilcraft Ltd under the contract.
Except for its liability:
1. to refund instalments and interest;
2. to pay liquidated damages;
3. to deliver the Keppel FELS Rig to Wilcraft Ltd free from encumbrance; and
4. certain indemnities;
Keppel FELS’ liability under the Keppel FELS Contract is limited to 10% of the Contract Price.
The Keppel FELS Contract is governed by English law with non-exclusive submission to the courts of
Singapore.
The obligations of Keppel FELS to refund amounts paid by Wilcraft Ltd under the Keppel FELS
Contract plus interest on those amounts, in the event of termination have been guaranteed by Keppel
Marine and Offshore Limited, Keppel FELS’ immediate parent company, by a guarantee dated 2
February 2005.
Awilco, the intermediate parent company of Wilcraft Ltd, has issued a letter of comfort to Keppel FELS
dated 27 January 2005 regarding its policy towards its subsidiaries.
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Awilco Offshore ASA
Keppel Option Agreement
The Keppel Option Agreement was also entered into on 31 January 2005 between Keppel FELS and
Wilcraft Ltd, under which Keppel FELS granted to Wilcraft Ltd an option to require Keppel FELS to
construct a second rig, identical to the Keppel FELS Rig, on the same terms and conditions as those
contained in the Keppel Contract, except that:
1. the Contract Price shall be USD 119,800,000, subject to upward adjust adjustment according to a
formula to reflect changes to steel prices and currency exchange rates against agreed benchmarks
(The difference between the project price set out in section 4.1 and the Contract Price comprises
inter alia variation orders, spare parts, pipe handling, cost of site teams and other construction
supervision costs and financing costs); and
2. delivery shall be between 26 and 28 months after the effective date of the construction contract for
the option rig.
The option may be exercised at any time between 31 July 2005 and 31 January 2006 and a construction
contract for the option rig shall be deemed to have been entered into one month after the date of the
notice exercising the option.
Wilcraft Ltd may nominate another company to enter into the construction contract for the option rig,
provided that:
1. it is a subsidiary or affiliate of Wilcraft Ltd;
2. it has the financial capacity to fulfil its obligations under the construction contract; and
3. Wilcraft Ltd or a subsidiary of Wilcraft Ltd is appointed as the company’s representative and
project manager for the construction contract.
If the above option is exercised, Wilcraft Ltd will have a further option, exercisable between seven and
twelve months after the exercise of the first option, for a third unit, subject to agreement on its
specifications, its price and the delivery date.
The Keppel Option Agreement is governed by English law with non-exclusive submission to the courts
of Singapore.
9.3 Bank financing agreements
PPL Contract 1 financing
A credit facility agreement (the ”Loan Agreement”) was entered into on 7 May 2004 between Wilpower
Ltd as borrower, certain financial institutions as lenders and Standard Chartered Bank (“SCB”) as
Arranger, Facility Agent and Security Agent. The loan Agreement was amended by a letter dated 14
May 2004 (the “Amendment Letter”).
To finance its obligations under the PPL Contract 1, the Lenders have provided a loan facility to
Wilpower Ltd of USD 94,080,000 or (if lower) 80% of the Contract Price and the PC Sum.
As a condition of drawdown under the loan facility, Wilpower Ltd was required to deposit into an
escrow account with SCB an amount of not less than USD 23,520,000, to fund the 20% balance of the
Contract Price and the PC Sum. This condition has been fulfilled.
The loan facility is available for drawing in multiple tranches for a period of 32 months from the date of
the Loan Agreement (ie until 7 January 2007).
The loan carries interest at a rate of Libor (for interest periods of one, three or six months, or other
periods agreed by the lenders) plus a margin of 2.25%.
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Awilco Offshore ASA
The loan is repayable by eight instalments, each of the first seven being in the amount of USD 3,136,000
and the final instalment being equal to the outstanding balance of the loan.
The first instalment is to be repaid on 7 January 2007 and each subsequent instalment is repayable at sixmonthly
intervals thereafter.
The loan (or relevant part) shall be prepaid in the following circumstances:
1. if the PPL Rig is sold or becomes a total loss;
2. to the extent that it becomes unlawful for a lender to maintain its participation in the loan;
3. to the extent that Wilpower Ltd receives damages from PPL under the PPL Contract 1 relating to
the performance of the PPL Rig;
4. to the extent that the PC Sum is not fully utilised before delivery; or
5. if Wilpower Ltd pays a dividend, an amount equal to one third of the dividend shall be prepaid.
Wilpower Ltd’s obligations under the Loan Agreement are (or are to be) secured by:
1. a guarantee from SCM (the “SCM Guarantee”);
2. a charge over Wilpower Ltd’s escrow account with SCB,
3. a charge granted by Awilco Drilling Ltd over the share capital of Wilpower Ltd,
4. a security assignment and charge over (i) the PPL Contract 1 and SCM’s performance guarantee of
that contract, (ii) insurances over the PPL Rig, (iii) any charter or other employment contract for the
PPL Rig, (iv) any sale contract for the PPL Rig, and (v) all other assets of Wilpower Ltd, and
5. a mortgage over the PPL Rig.
The PPL Contract 1 provides that in the event that SCM’s guarantee of the financing of the PPL Rig is
released, PPL will procure that SCM provides a similar guarantee for the financing of one of the option
units, provided that the financial terms of the new guarantee, and the underlying obligations of the
relevant borrower, are not more onerous than those in respect of the financing of the PPL Rig.
In addition, Awilco Drilling Ltd has entered into a shareholder support agreement, under which Awilco
Drilling Ltd has agreed (amongst other things) to subscribe for further shares in Wilpower Ltd in order
to fund (i) any operating costs arising before delivery of the PPL Rig under the PPL Contract 1 and (ii)
any modification costs, in respect of which Wilpower Ltd does not have available funds.
The Loan Agreement includes provisions usually found in loan documentation of this nature, including
(amongst others) covenants (i) that Wilpower Ltd will remain a wholly owned subsidiary of Awilco
Drilling Ltd, (ii) that Awilco Drilling Ltd will remain a subsidiary of Awilco Offshore, (iii) that, upon
listing, Awilco Offshore remains listed, (iv) that Awilco will have control of 40% of the board of
directors of Awilco Offshore, provided that such requirement is permitted by the Oslo Stock Exchange,
and (v) that Wilpower Ltd will continue to be managed by Wilhelmsen Marine Services AS under the
terms of a management agreement.
The Loan Agreement is governed by English law and the parties submit to the jurisdiction of the English
courts.
Nordea Credit Facility
Certain subsidiaries of the Company have entered into an agreement with Nordea Bank Norge ASA for
USD 210 million of senior credit facilities consisting of:
1. A term-loan facility in an aggregate principal amount equal to USD 80 million for the debt
financing of the accommodation units, all of which has been drawn.
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Awilco Offshore ASA
2. A pre- and post delivery term loan facility in an aggregate principal amount equal to the lesser of
(x) USD 130 million and (y) 50% of the delivered cost of the jack-up units to be financed by the
facility, being the WilCraft rig and the WilSuperior rig.
Borrowers under the loan agreement are Port Rigmar AS, Wilhelmsen Oil & Gas AS, Wilcraft Ltd and
Wilsuperior Ltd.
The loans are secured by:
1. Guarantees from the Company, Awilco Sea Beds AS, Awilco Sea Beds II AS, Wilcraft AS and any
holding company of Wilsuperior Ltd.
2. A first priority security interest in the rigs/accommodation units being financed by the loans, and all
earnings from and insurances on such rigs/accommodation units.
3. A first priority security interest in the shares of certain of the Company’s subsidiaries.
4. During the construction period of the jack-up rigs, a first priority security interest in the borrowers’
rights under the shipbuilding contracts, insurance and related refund guarantees.
The loans shall carry interest at a rate of LIBOR plus a margin of 1 5/8% per annum. A commitment fee
at a rate of 40% of the margin will accrue on the unutilized commitment from time to time under the pre-
and post delivery term loan facility.
The loans will be repaid in quarterly instalments of USD 1.43 million in respect of each of the
accommodation units, commencing three months from the initial borrowing date, and in quarterly
instalments of USD 1.35 million in respect of each of the WilCraft and WilSuperior rigs. The final
maturity of the credit facilities will be on the fifth anniversary of the initial borrowing date.
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 the listing of the Company on the Oslo Stock Exchange
within September 2005 and the maintaining of such listing, Anders Wilhelmsen Group maintaining
negative control (34%) over the Company, limitations on consolidation, mergers and de-mergers,
limitations on dividends and limitations on new indebtedness.
9.4 Management agreements
The Company has entered into a management agreement with Awilco pursuant to which Awilco will
provide all administrative and management functions which the Company and its subsidiaries will
require, including but not limited to corporate governance services, budget and reporting services,
accounting services, services related to the Company’s expected listing on the Oslo Stock Exchange,
treasury services and the provision of officers and directors for the Company and its subsidiarites.
The management fee will be equal to the cost incurred by Awilco in delivering the management services.
The management fee for 2005 is estimated to be NOK 15 – 20 million (excluding technical management
fees).
The Management Agreement is on market terms and can be terminated by the Company by six months
written notice and by Awilco by twelve months written notice.
The Company has furthermore entered into technical management agreements with Wilhelmsen Marine
Services AS, a subsidiary of Awilco, under which Wilhelmsen Marine Services AS will undertake the
supervision of the newbuildings and supervisory technical management of the accommodation
platforms.
Under the technical management agreement regarding the newbuildings the Company will pay a flat
management fee of USD 200,000 per rig under construction per year.
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Awilco Offshore ASA
Under the supervisory technical management agreement regarding the accommodation platforms, the
Company will pay a flat management fee of USD 100,000 per year per platform.
The fees set out above are subject to annual adjustments in accordance with the Norwegian Consumer
Price Index and both agreements can be terminated by either party by three months prior written notice.
9.5 Certain other legal matters
Rights to the Awilco name
AWO has entered into an agreement with Awilco in respect of the Awilco name. Under this agreement,
AWO is granted free of charge a non-exclusive, non-transferable right to use the name “Awilco” as part
of its corporate name and, subject to certain restrictions, as a trade mark. Awilco may terminate the
agreement by six months’ notice if Awilco’s ownership in AWO should for any reason be reduced
below 20 per cent. Awilco may terminate the agreement with immediate effect if AWO is in material
breach of the agreement or if AWO uses the “Awilco” name in a manner which is likely to cause
material harm to the goodwill attached to the name. A termination of the agreement by Awilco would
mean that AWO would need to change its corporate name and to cease using any trade marks which
include the name “Awilco”.
Transfer of companies from Mosvold
On 2 May 2004, Awilco entered into a Term Sheet with Morten Borge, Roy Mosvold, Kurt Mosvold and
Per Tønnesen as exising owners of Mosvold Drilling Ltd. (“MDL”), a Bermuda company, whereby
Awilco became the owner of MDL and its subsidiaries on certain conditions. All the conditions set forth
in the Term Sheet were fulfilled and Awilco became the sole owner of MDL. MDL has since been
renamed Awilco Drilling Ltd.
The ownership of Awilco Drilling Ltd and its subsidiaries has been transferred to the Company. This
transaction has been completed and there is no outstanding claim between Awilco, Awilco Offshore, or
the prior owners of MDL.
Litigation
There are no material claims, actions, suits, litigation or proceedings pending, expected or threatened
against or affecting AWO or any of its subsidiaries or any of its assets before any court, arbitrator or any
administrative body or governmental authority, nor is there any qualified basis for any such claim,
action, suit, litigation or proceeding that has not been disclosed herein.
Documents
Documents referred to in this Prospectus are available for inspection at the Company’s office in Oslo.
54

10. Taxation
10.1 Introduction
Awilco Offshore ASA
The summary is of a general nature, and investors who wish to clarify their own tax situations should
consult with and rely upon their own tax advisers. Investors resident in jurisdictions other than Norway
should consult with and rely upon local tax advisors as regards the tax position in their country of
residence.
Set out below is a summary of Norwegian tax matters related to the holding and disposal of shares in
AWO. The summary is based on Norwegian law, including tax treaties, applicable at the date of this
Prospectus. It should be noted that Norway at the date of this Prospectus is in the process of introducing
a tax reform which will influence on the fiscal treatment of the instruments dealt with in this summary.
As a part of the first phase of the tax reform the Exemption Method (with main effect from 26 March
2004) and the Shareholder Model (with effect from 1 January 2006) have been introduced. It should be
noted that the tax reform rules include a number of transitional provisions which may affect the taxation
in the years 2005-2006.
10.2 Taxation related to holding and disposal of the Shares
Norwegian Shareholders
Net wealth tax
Shareholders resident in Norway for tax purposes (“Norwegian shareholders”) are, with the exception of
limited companies and similar entities, subject to net wealth taxation by the State and the local
municipality. Shares are included as part of the taxable base for this purpose. Shares listed on the Oslo
Stock Exchange are currently valued at 65 % of market value on 1 January in the assessment year. The
maximum combined rate of net wealth tax is 1.1%.
Taxation of dividends and capital gain on realization of shares
• Corporate shareholders
The Exemption Method exempts Norwegian corporate shareholders from taxation on received dividend
distributions and capital gains from sale of shares in Norwegian companies. Likewise losses on
realization of shares will not be deductible for tax purposes.
• Individual shareholders
Dividends distributed to Norwegian individual shareholders are under current rules (until 31 December
2005) taxable as general income at 28 %. Norwegian shareholders are, however, entitled to a tax credit
under the Norwegian imputation tax system. The tax credit corresponds with the tax payable by the
shareholder on the dividends. This implies that Norwegian individual shareholders under 2005 are
effectively exempted from tax on dividend distributions from Norwegian companies.
Norwegian shareholders are taxable in Norway for capital gains on the realization of shares, and have a
corresponding right to deduct losses that arise on such realization. The tax liability applies irrespective
of time of ownership, and the number of shares sold. Gains are taxable as general income in the year of
realization, and losses can be deducted from general income in the year of realization. The tax rate for
general income is currently 28 %.
When calculating gain or loss, Norwegian shareholders must apply a “first-in, first-out” (FIFO)
principle. Costs incurred in connection with the acquisition and/or sale of shares may be deducted from
the Norwegian shareholders’ taxable income in the year of sale.
As a part of the Norwegian tax reform the imputation tax system on dividends will be replaced by the
Shareholder Model from 1 January 2006. Pursuant to the Shareholder Model, share income (dividend
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Awilco Offshore ASA
income or capital gain from sale of shares) of individual shareholders is liable to 28 % tax on total share
income in excess of an estimated capital yield. The estimated capital yield shall be computed for each
individual shareholders on the basis of the cost price of each of the shares multiplied by a risk-free
interest. The protection interest rate shall be based on the effective rate of interest on government bonds
of five year’s maturity.
Foreign Shareholders
In general
This section summarizes Norwegian rules of taxation relevant to shareholders who are not regarded as
residents of Norway for tax purposes (“foreign shareholders”). Foreign shareholders’ tax liabilities in
their home country or other countries will depend on tax rules applicable in the relevant country.
Corporate shareholders - taxation of dividends
According to the Exemption Method, foreign corporate shareholders resident within the EEA area are
not subject to Norwegian dividend withholding tax. Corporate shareholders tax resident outside of the
EEA area are subject to dividend withholding tax pursuant to Norwegian domestic legislation and
applicable tax treaties.
Individual shareholders – taxation of dividends
According to Norwegian domestic legislation dividends paid to foreign individual shareholders are
subject to a maximum withholding tax of 25 %, or a lower rate pursuant to the provisions of an
applicable income tax treaty. Norway has entered into income tax treaties with over 80 countries, with
withholding taxes reduced to 15% in most tax treaties.
As regards dividend distributions to individual recipients within the EEA area, the determination of
conformity with the EEA-Agreement may have impact on applicable dividend withholding tax. In
accordance with the present administrative system in Norway, a distributing company will generally
deduct withholding tax at the applicable reduced rate when dividends are paid directly to an eligible
foreign shareholder, based on information registered with the VPS as to the tax residence of the foreign
shareholder. Dividends paid to foreign shareholders in respect of nominee registered shares are not
eligible for reduced treaty-rate withholding at the time of payment unless the nominee, by agreeing to
provide certain information regarding beneficial owners, has obtained approval for reduced treaty-rate
withholding from the Central Office - Foreign Tax Affairs (Sentralskattekontoret for utenlandssaker).
Foreign shareholders should consult their own advisers regarding the availability of treaty benefits in
respect of dividend payments, including the ability to effectively claim refunds of over-withheld
amounts.
Taxation on realization of shares
Gains from sale or other disposition of shares by a foreign corporate shareholder will according to
Norwegian domestic legislation not be subject to taxation in Norway.
A foreign individual shareholder who has been a resident of Norway for tax purposes within the five
calendar years proceeding the year of the sale or disposition is subject to Norwegian capital gain
taxation. However, such taxation may be limited pursuant to applicable tax treaty.
10.3 Duties on the Transfer of Shares
No stamp or similar duties are currently imposed in Norway on transfer of shares, whether on acquisition
or disposal.
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10.4 Inheritance tax
Awilco Offshore ASA
When shares are transferred either through inheritance or as a gift, such transfer may give rise to
inheritance or gift tax in Norway if the decedent, at the time of death, or the donor, at the time of the gift,
is a resident or citizen of Norway. However, in the case of inheritance tax, if the decedent was a citizen
but not a resident of Norway, Norwegian inheritance tax will not be levied if inheritance tax or a similar
tax is levied by the decedent’s country of residence. Irrespective of residence or citizenship, Norwegian
inheritance tax may be levied if the shares are held in connection with the conduct of a trade or business
in Norway. The basis for the inheritance or gift tax computation on listed shares is the market value of
the shares at the time the transfer takes place.
10.5 Norwegian Tonnage Tax
The accommodation rigs Port Rigmar and Port Reval have been organised within the Norwegian
tonnage tax regime since May 2002 and July 2004 respectively. It is the intention that the jack-up rigs
will also be organised within this regime. However, the Norwegian Ministry of Finance recently made
public a proposal to exclude rigs from the tonnage tax regime with effect from the fiscal year 2006. If
this proposal is implemented, the accommodation rigs will have to be removed from the tonnage tax
regime and it will not be possible to organise the jack-up rigs within the regime. A removal of the
accommodation rigs from the tonnage tax regime pursuant to the proposal from the Ministry of Finance
will mean that deferred tax on historical operating profits will become payable. See section 11 (Risk
Factors – “Possible exclusion from the Norwegian tonnage tax regime”).
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11. Risk factors
Awilco Offshore ASA
A number of risk factors may adversely affect the Company. These risk factors include financial risks,
technical risks, risks related to the business operations of the Company, environmental and regulatory
risks. If any of these risks or uncertainties actually occurs, the business, operating results and financial
condition of the Company could be materially and adversely affected. The risks presented in this
Prospectus are not exhaustive, and other risks not discussed herein may also adversely affect the
Company. Prospective investors should consider carefully the information contained in this Prospectus
and make an independent evaluation before making an investment decision.
Included in this Prospectus are various “forward-looking statements”, including statements regarding
the intent, opinion, belief or current expectations of the Company or its management with respect to,
among other things, (i) the Company’s target market, (ii) evaluation of the Company’s markets,
competition and competitive position, (iii) trends which may be expressed or implied by financial or
other information or statements contained herein. Such forward-looking statements are not guarantees
of future performance and involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance and outcomes to be materially different from any future results,
performance or outcomes expressed or implied by such forward-looking statements. Such factors
include, but are not limited to, the risk factors described below and elsewhere in this Prospectus.
Construction risks: The Company has entered into the contracts for the fabrication, installation and
commissioning of three deep drilling jack-ups; including hull, marine equipment and supply and
installation of drilling equipment. The contracts stipulate dates of delivery and specified prices. In the
case of late delivery, the Company may be in a position to impose penalties. However, delays may still
represent serious negative consequences for the Company.
The contractual rights of the relevant owner to take title to, and possession of, either rig under
construction will not be enforceable in the event of a bankruptcy or receivership of the relevant yard.
Charters: The Company cannot be assured that it will obtain charter contracts for one or more of its rigs
when completed, or that such contracts, if and when obtained, will be obtained on profitable terms to the
Company. Furthermore, there is often considerable uncertainty as to the duration of offshore charters
because most charter contracts give the operator both extension and early cancellation options. There can
also be off-hire periods between charters. The cancellation or postponement of one or more charters can
have a major impact on the earnings of drilling and service companies.
Oil prices: Historically, demand for offshore exploration, development and production has been volatile
and closely linked to the price of hydrocarbons. Low oil prices typically lead to a reduction in
exploration drilling as the oil companies’ scale down their investment budgets. The sharp reduction in
production costs on new oil fields will probably somewhat reduce the strong historical correlation
between rig rates and oil prices
Market risks: Demand for drilling services in connection with exploration, development and production
in the offshore oil and gas sector is particularly sensitive to price falls, reductions in production levels
and disappointing exploration results. On the supply side, there is uncertainty when it comes to the
construction of new rigs, the upgrading and maintenance of existing rigs, the conversion of other types
of rigs into drilling units and alternative uses for equipment as market conditions change.
The Company may assume substantial liabilities: Contracts in the offshore sector require high
standards of safety, and it is important to note that all offshore contracts are associated with considerable
risks and responsibilities. These include technical, operational, commercial and political risks, and it is
impossible to insure against all the types of risk and liabilities mentioned. For instance, under some
contracts the Company may have unlimited liability for losses caused by its own gross negligence.
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Awilco Offshore ASA
Political risks: Changes in the legislative and fiscal framework governing the activities of the oil
companies could have an impact on exploration and development activity or affect the company’s
operations directly. Changes in political regimes may constitute a risk factor for operations in foreign
countries.
Possible exclusion from the Norwegian tonnage tax regime: The accomodation units being acquired
by the Company are organised within the Norwegian tonnage tax regime. Under this regime, tax on
operating profits is deferred until dividends are paid or the relevant company exists the regime. The
Norwegian Ministry of Finance is currently carrying out an assessment of the tonnage tax regime,
especially with respect to whether moveable rigs shall continue to qualify for the regime. The
assessment is the result of new EU State Aid Guidelines for Maritime Transport (SAG). SAG allows
state aid by way of favourable tonnage tax schemes, but only if it relates to maritime transport of persons
or goods by sea. Norway is required to implement these guidelines by 30 June 2005. On 11 March
2005, the Norwegian Ministry of Finance made public a proposal to exclude rigs from the tonnage tax
regime with effect from the fiscal year 2006. This proposal may, if implemented, have an adverse effect
on the Company in that the Company will no longer be in a position to benefit from the deferred taxation
allowed under the regime and that deferred tax on historical operating profits from the accomodation
units will become payable.
Currency fluctuations: Because a portion of Awilco Offshore’s business is conducted in currencies
other than USD, the Company will be exposed to volatility associated with foreign currency exchange
rates in the course of business. There can be no assurance that the Company will not experience currency
losses in the future.
Interest rate risks: The Company’s bank financing agreements are subject to floating interest rates.
Hence, the Company will be financially exposed to fluctuations in interest rates.
Service life and technical risks: The service life of drilling rigs is generally assumed to be more than
30 years but will depend ultimately on their efficiency. There will always be some exposure to technical
risks, with unforeseen operational problems leading to unexpectedly high operating costs and/or lost
earnings.
Environmental risk: The Company’s operations may involve the use and/or disposal of materials that
may be classified as hazardous substances. The environmental laws and regulations of the countries in
which the Company may operate expose the Company to liability for the conduct of, or for conditions
caused by, others, or for acts of the Company that were in compliance with all applicable laws at the
time such actions were taken. In the past several years, protection of the environment has become a
higher and more visible priority of many governments throughout the world. Offshore drilling in certain
areas has been opposed by environmental groups and, in some areas, has been legally restricted. The
Company’s operations could be restricted and its rigs could become more expensive to operate if new
laws or legislation are enacted or other governmental actions are taken that prohibit or restrict offshore
drilling or impose additional environmental protection requirements. Moreover, the Company may have
no right to compensation from its customers if its costs are increased through such governmental actions,
and its operating margins may fall as a result.
Fluctuations in share price: The market price of the Company’s share may fluctuate and may decline
below the offer price in the Offering. The market price of the Company’s shares may fluctuate widely,
depending on many factors beyond the Company’s control, including:
• market expectations of the rig construction performance;
• investor perceptions of the outlook for the Company to obtain future engagements for its rigs on
profitable terms;
• the outcome of the intended IPO process; and
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Awilco Offshore ASA
• the other factors listed above under “Risk factors”.
The price of the Company’s shares will also be subject to fluctuations in line with general movements in
the capital markets and the liquidity of the secondary market. Earnings of offshore companies and the
value of the equipment used have historically seen large fluctuations.
As a result of these and other factors, the Company cannot give assurance that any investor will be able
to sell its shares at a price equal to or greater than the offer price in the Offering.
Control by major shareholder: Awilco is expected to hold approximately 47% of the shares of the
Company following the completion of the Offering. This means that Awilco will have the ability to
significantly influence the outcome of matters submitted for the vote of shareholders, including the
election of members of the board of directors. The commercial goals of Awilco as a shareholder, and
those of the Company, may not always remain aligned. The substantial equity interest by Awilco may
make it more difficult for the Company to maintain its business independence from other companies
within the Anders Wilhelmsen Group.
If Awilco were to sell a large number of shares in the Company, or there is a perception in the market
that such sales could occur, the trading price of the shares in the Company could decline. Such sales
could also make it more difficult for the Company to offer equity securities in the future at a time and at
a price that are deemed appropriate.
Since Awilco will own more than 40% of the shares in the Company at the time of its expected listing on
the Oslo Stock Exchange, Awilco will be exempt from the mandatory bid requirements under the
Norwegian Securities Trading Act unless at any time the ownership of Awilco falls below 40%.
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Appendix 1 Rig specifications – Port Reval
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Appendix 2 Rig specifications – Port Rigmar
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Appendix 3 Rig specifications – PPL contracts and options
The specifications below will apply to both WilPower and WilSuperior.
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Appendix 4 Rig specifications – Keppel contract and option
Keppel FELS rig Deck lay-out
PPL vs. Keppel FELS designs:
Common characteristics
• Proven drilling equipment with excellent performance characteristics
• Improved drilling efficiency
• Zero discharge
• Pipe-handling package
• Drilling depth 30,000ft+
• Well control equipment (15,000psi) high temperature
PPL design Keppel FELS design
• Leg spacing wider • Standardised foot print
• Larger spudcans • Compact lay-out – efficient unit
• Larger deck area and high variable load • Larger cantilever operating envelop
• Flexible operation
• Robust
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Appendix 5 Articles of Association
Awilco Offshore ASA
The Company’s Articles of Association are set out below in Norwegian official form, as last amended on
23 February 2005, and in an English office translation.
§1 Firma §1 Company
Selskapets firma er Awilco Offshore ASA. Selskapet er et
allmennaksjeselskap.
The name of the Company is Awilco Offshore ASA. The
Company is a public limited-liability company.
§2 Forretningskontor §2 Registered offices
Selskapets forretningskontor er i Oslo kommune. The Company’s registered offices are in the municipality
of Oslo.
§3 Virksomhet §3 Activities
Selskapets virksomhet er å drive offshorevirksomhet og
dermed beslektet virksomhet inkludert skipsfart. Innenfor
formålet er også å drive erverv, forvaltning, belåning og
salg av kapitalgjenstander innenfor offshore og
shippingvirksomhet, samt investering i aksjer, obligasjoner
og interessentinnskudd av enhver art, og delta med
eierinteresser i andre selskaper med naturlig tilhørende
virksomhet.
The activities of the Company are to run offshore
operations and associated business, including shipping.
The objectives also include undertaking acquisition,
administration, and sale of capital assets within offshore
and shipping, as well as investment in shares, bonds and
partnership contributions of any nature, and participating
with ownership interests in other companies as well as
naturally associated operations.
§4 Aksjekapital §4 Share capital
Selskapets aksjekapital er NOK 1.111.333.500 fordelt på
111.133.350 aksjer, hver med pålydende NOK 10.
The Company’s share capital is NOK 1,111,333,500
divided into 111,133,350 shares, each with a nominal value
of NOK 10.
§5 Ledelse §5 Management
Selskapets styre består av 3 – 6 styremedlemmer etter
generalforsamlingens nærmere beslutning.
Selskapets firma tegnes av styrets leder. Styret kan
meddele prokura. Selskapet skal ha en daglig leder.
The Company’s Board of Directors comprises 3 – 6
directors in accordance with the general meeting’s further
resolution.
The Chairman of the Board signs for the Company. The
Board of Directors may grant powers of procuration. The
Company shall have a chief executive director.
§6 Generalforsamling §6 General meeting
Den ordinære generalforsamling skal behandle:
The annual general meeting shall consider:
1. Godkjennelse av årsregnskapet og årsberetningen,
herunder utdeling av utbytte.
2. Andre saker som etter loven eller vedtektene hører
under generalforsamlingen.
1. Approval of the financial statements for the year and
the annual report, including distribution of a
dividend.
2. Other matters that according to law or to the Articles
of Association are appropriate to the general
meeting.
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Appendix 6 First quarter report 2005
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Appendix 7 Application form
Awilco Offshore ASA
APPLICATION FORM FOR SHARES IN CONNECTION WITH
PUBLIC SHARE OFFER IN AWILCO OFFSHORE ASA
APPLICATION PERIOD AND APPLICATION OFFICES
Application for shares takes place in the period 3 May to 10 May 2005. Correctly completed application forms must be received by one of the
Managers no later than Tuesday 10 May 2005 at 12:00 Oslo time. To avoid double registration, application forms must be sent to only one of the
Managers. Applicants bear the risk in the event of postal delays, unavailable fax lines or technical problems related to internet application. The
application offices are:
Enskilda Securities ASA
P.O.Box 1363 Vika
N-0113 Oslo
Tel. (+47) 21 00 85 00, fax (+47) 21 00 89 62
Internet: www.enskildasecurities.no
Fearnley Fonds ASA
P.O.Box 1158 Sentrum
N-0107 Oslo
Tel. (+47) 22 93 60 00, fax (+47) 22 93 63 60
GUIDANCE TO APPLICANTS
Application for shares is made on the basis of information and terms given in the prospectus dated 28 April 2005 (the ”Prospectus”) and the
application form. By signing this application form, the applicant confirms to have received the Prospectus and to have made herself or himself
aware of the information therein. In addition to the information set out in the Prospectus, information relating to the resolution of the shareholders’
meeting to authorize the board of directors to increase the share capital is available at the offices of Awilco Offshore ASA. The company’s articles
of association are included in the Prospectus.
Applicants bear the responsibility for the correctness and completeness of the information provided in the application form. The Managers reserve
the right to accept or reject application forms that are late, incomplete or incorrect. In order to apply for shares, the applicant will be subject to the
requirements of the Norwegian anti money laundering legislation, including the verification of identity.
PRICE
The price per share is NOK 22.
MINIMUM APPLICATION
The minimum application is 500 shares.
ALLOTMENT
Final allotment of shares will be made by the Company’s board of directors in accordance with the criteria set out in section 3.2 of the Prospectus.
Notice of allotment will be sent on or about 11 May 2005.
PAYMENT FOR SHARES ALLOTTED
By applying for shares, each applicant gives the Managers a one-time authorization to debit a specified Norwegian bank account for the amount
allotted. The account will be debited on or about 13 May 2005. There must be sufficient funds on the specified account to cover the full amount
before it is debited. In the event that funds are cannot be debited, the Managers shall be authorized to make up to three additional attempts to debit
the account. In the event of late payment, the procedures and principles set forth in section 2-13 of the Norwegian Public Limited Liability
Companies Act will be applied. If payment is not made in accordance following these procedures, the Managers reserve the right to cancel the
allocation and sell the allocated shares. The applicant will be liable for any loss, cost and expense suffered or incurred by the Managers as a result
of or in connection with such sale. In the event of late payment, interest shall be charged on the amount overdue at 8.75% p.a. from the date due
until payment is made.
APPLICATION FOR SHARES AND AUTHORISATION TO DEBIT THE APPLICANT’S BANK ACCOUNT:
I/we, being familiar with the contents of the Prospectus, hereby apply for the number of shares set out below in accordance with the terms set out in
the Prospectus and this application form, and hereby also authorize each of Enskilda Securities ASA and Fearnley Fonds ASA to debit my/our bank
account as set out below for the amount corresponding to the shares allotted to me/us.
SPECIFICATION OF THE APPLICATION
Applicant’s VPS account (12 digits) *) Number of shares applied for: Applicant’s bank account to be debited (11 digits)
Application place and date.
Must be dated in the application period.
INFORMATION ABOUT THE APPLICANT
Name
Personal / organization number
Address
Postal code / place
Country / citizenship
Daytime telephone
Binding signature.
The applicant must have legal capacity.
If signed pursuant to an authorization, documentation in the form or a
company certificate or power of attorney must be attached.
*) In order to apply for shares you must have established a securities account (VPS account). Under the regulations, a VPS account must be
established in person and supported by evidence of identity with an account manager that can be a bank or an authorized stock broking firm.
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Filipstad Brygge 1
PO Box 1363 Vika
0113 Oslo, Norway
,
Awilco Offshore ASA
Beddingen 8
N-0250 Oslo
Grev Wedels plass 9
PO Box 1158 Sentrum
N-0107 Oslo, Norway