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Aqualis Offshore Holding ASA (A Public Limited Liability Company Organised Under the Laws of Norway) Org.No Aqualis Offshore Holding ASA (A public limited liability company organised under the laws of Norway) Org.no. 913 757 424 Listing of 43,190,544 shares in Aqualis Offshore Holding ASA (the “Shares”) on the Oslo Stock Exchange (the “Listing”) The first day of listing of Aqualis Offshore Holding ASA (“New Aqualis” or the “Company”, together with its subsidiaries the “New Aqualis Group” or the “Group”) on the Oslo Stock Exchange is expected to be 13 August 2014 and trading in the shares will commence on the date of listing, under the trading symbol AQUA. Investing in the Shares involves a high degree of risk. See section 2 “Risk Factors” beginning on page 15. THIS PROSPECTUS SERVES AS A LISTING PROSPECTUS ONLY, AS REQUIRED BY NORWEGIAN LAW AND REGULATION. THIS PROSPECTUS DOES NOT CONSTITUE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. Manager: 12 August 2014 AQUALIS OFFSHORE HOLDING ASA IMPORTANT INFORMATION For the definitions of terms used throughout this Prospectus, see section 17 "Definitions and glossary of terms" of this Prospectus. This prospectus (the “Prospectus”) has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA's control and approval in this respect is limited to whether the issuer has included descriptions according to a pre-defined list of content requirements. The Norwegian FSA has not verified or approved the accuracy or completeness of the information provided in this Prospectus. It is the Company's responsibility to ensure that the information in the prospectus is accurate and complete. Furthermore, the Norwegian FSA has not made any sort of control or approval of the corporate matters described in or otherwise included in the prospectus. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of admission to trading of the Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any delivery of Shares, shall under any circumstances create any implication that there has been no change in the Group’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. The Company has engaged Carnegie AS as manager (the “Manager”) in connection with the listing of the Shares on the Oslo Stock Exchange. The Manager makes no representation or warranty, whether express or implied, as to the accuracy or completeness of the information contained in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Manager. No person is authorised to give information or to make any representation in connection with the Spin-Off (as defined in section 5.1) or distribution of the Shares or the listing of the Shares on the Oslo Stock Exchange other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Managers or by any of the affiliates or advisors of any of the foregoing. The distribution of this Prospectus and the delivery of the Shares in certain jurisdictions may be restricted by law. The Company and the Manager require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus. The Shares may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Shares to be issued pursuant to the Spin-Off described in this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States or to a U.S. person except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the United States Security Act of 1933 and in compliance with any application state securities laws. This Prospectus has not been approved nor reviewed by the U.S. Securities and Exchange Commission and is not for general distribution in the Unites States. For certain restrictions on transfer of the Shares, see section 16 “Selling and transfer Restrictions”. 2 AQUALIS OFFSHORE HOLDING ASA This Prospectus does not constitute an offer document or an offer of transferable securities to the public in the UK to which section 85 of the Financial Services and Markets Act 2000 of the UK (“FSMA”) applies and should not be considered as a recommendation that any person should purchase any of the Shares. This Prospectus is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA, by a person authorised under FSMA. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited. 3 AQUALIS OFFSHORE HOLDING ASA TABLE OF CONTENTS 1. EXECUTIVE SUMMARY .......................................................................................................................... 5 2. RISK FACTORS ........................................................................................................................................ 15 3. STATEMENT OF RESPONSIBILITY ................................................................................................... 20 4. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS .............................. 21 5. DESCRIPTION OF THE CONTRIBUTION AND THE LISTING ..................................................... 22 6. PRESENTATION OF AQUALIS OFFSHORE ...................................................................................... 25 7. MARKET OVERVIEW ............................................................................................................................ 36 8. FINANCIAL INFORMATION FOR AQUALIS OFFSHORE HOLDING ASA ................................ 40 9. UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION .................................... 51 10. BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES ............................ 60 11. SHARE CAPITAL ..................................................................................................................................... 69 12. SHAREHOLDER MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW ........... 72 13. LEGAL MATTERS ................................................................................................................................... 78 14. NORWEGIAN TAXATION ..................................................................................................................... 79 15. ADDITIONAL INFORMATION ............................................................................................................. 82 16. SELLING AND TRANSFER RESTRICTIONS ..................................................................................... 83 17. DEFINITIONS AND GLOSSARY OF TERMS ..................................................................................... 84 APPENDICES Appendix A THE COMPANY’S ARTICLES OF ASSOCIATION ................................................................ ........................ Appendix B INDEPENDENT ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION .................................................................................................................................................. Appendix C APPENDIX TO THE PRO FORMA FINANCIAL INFORMATION ................................................................ 4 AQUALIS OFFSHORE HOLDING ASA 1. EXECUTIVE SUMMARY Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer.
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