AWO Prospectus - COSL Drilling Europe AS

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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
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 and 18: Awilco Offshore ASA In the event of
Page 19: 4. Company description 4.1 Company
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 71
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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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