AWO Prospectus - COSL Drilling Europe AS

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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
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 and 20: 4. Company description 4.1 Company
Page 21 and 22: Awilco Offshore ASA 4.3 Relation to
Page 23 and 24: Awilco Offshore ASA Capacities: Var
Page 25: Contracts No contracts have been se
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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Awilco Offshore ASA Appendix 6 Firs
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Awilco Offshore ASA 77
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Filipstad Brygge 1 PO Box 1363 Vika
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