AWO Prospectus - COSL Drilling Europe AS

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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 6
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
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: Definitions Awilco Offshore ASA And
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 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
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10.4 Inheritance tax Awilco Offshor
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Awilco Offshore ASA Political risks
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Awilco Offshore ASA Appendix 1 Rig
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Awilco Offshore ASA 63
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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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