AWO Prospectus - COSL Drilling Europe AS

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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
Page 1 and 2: Prospectus Listing of the shares of
Page 3 and 4: Table of Contents Awilco Offshore A
Page 5 and 6: Awilco Offshore ASA Statements of r
Page 7 and 8: Definitions Awilco Offshore ASA And
Page 9 and 10: Awilco Offshore ASA The project pri
Page 11 and 12: Awilco Offshore ASA 2. Summary in N
Page 13 and 14: 2.2 Finansielle forhold Awilco Offs
Page 15 and 16: Awilco Offshore ASA d. The pre-empt
Page 17: Awilco Offshore ASA In the event of
Page 21 and 22: Awilco Offshore ASA 4.3 Relation to
Page 23 and 24: Awilco Offshore ASA Capacities: Var
Page 25 and 26: Contracts No contracts have been se
Page 27 and 28: Awilco Offshore ASA (1983) and hold
Page 29 and 30: 6. Market overview 6.1 Market posit
Page 31 and 32: Awilco Offshore ASA accommodation u
Page 33 and 34: Jack-ups Jack-ups have legs that ar
Page 35 and 36: Awilco Offshore ASA The fleet of
Page 37 and 38: Awilco Offshore ASA the regime. An
Page 39 and 40: Awilco Offshore ASA The useful live
Page 41 and 42: Awilco Offshore ASA Balance sheet A
Page 43 and 44: 7.5 Auditor’s statement Awilco Of
Page 45 and 46: Awilco Offshore ASA 8. Share capita
Page 47 and 48: Awilco Offshore ASA Shareholder pol
Page 49 and 50: Awilco Offshore ASA In addition to
Page 51 and 52: Awilco Offshore ASA 1. The Contract
Page 53 and 54: Awilco Offshore ASA Keppel Option A
Page 55 and 56: Awilco Offshore ASA 2. A pre- and p
Page 57 and 58: 10. Taxation 10.1 Introduction Awil
Page 59 and 60: 10.4 Inheritance tax Awilco Offshor
Page 61 and 62: Awilco Offshore ASA Political risks
Page 63 and 64: Awilco Offshore ASA Appendix 1 Rig
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Page 67 and 68: Awilco Offshore ASA Appendix 2 Rig
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Awilco Offshore ASA Appendix 3 Rig
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Awilco Offshore ASA Appendix 4 Rig
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Awilco Offshore ASA Appendix 6 Firs
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Filipstad Brygge 1 PO Box 1363 Vika
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AWO Prospectus - COSL Drilling Europe AS

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