AWO Prospectus - COSL Drilling Europe AS

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