Bonheur ASA, prospectus of 17 March 2010
Registration Document
Prospectus
Bonheur ASA
Registration Document
Oslo, 17 March 2010
Arranger:
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Registration Document TABLE OF CONTENTS:
1 Risk factors ...... 4 2 Definitions...... 5 3 Persons responsible ...... 7 4 Statutory Auditors ...... 8 5 Information about the issuer and the guarantor ...... 9 6 Business overview ...... 10 7 Organizational structure ...... 19 8 Trend information...... 20 9 Administrative, management and supervisory bodies ...... 22 10 Major shareholders ...... 25 11 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses...... 27 12 Third party information and statement by experts and declarations of any interest ...... 30 13 Documents on display ...... 30 Cross Reference List ...... 31 Bonheur ASA Articles of Association ...... 32 Ganger Rolf ASA Articles of Association ...... 34 Bonheur ASA fleet list as of 31 December 2009 ...... 36 Ganger Rolf ASA fleet list as of 31 December 2009...... 37
2 of 37 Bonheur ASA, prospectus of 17 March 2010
Registration Document Important information
Investments by Bonheur ASA are largely carried out jointly with Ganger Rolf ASA. In case of Ganger Rolf ASA acting as guarantor for the debt issued by Bonheur ASA, information about the guarantor will be provided in the Prospectus in accordance with Annex VI of the commission regulation no 809/2004 of the European Parliament and of the Council. In general, the information provided in the Prospectus is valid for both Bonheur ASA and Ganger Rolf ASA, if not otherwise stated.
The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the company's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Registration Document. Although it is believed that the expectations are based upon reasonable assumptions, the Borrower can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. Neither the Arranger nor the Borrower are making any representations or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Registration Document, and neither the Arranger the Borrower, nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.
This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipients decisions. The Arranger and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Arranger's corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this presentation are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.
Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by Oslo Børs implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.
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1 Risk factors Risk factors The Company’s and the Guarantor's ordinary operations involve exposure to credit-, interest-, currency-, bunker price- and liquidity risks. Financial derivatives are used as a safeguard against fluctuations in interest rates, exchange rates and bunker prices. Entering into a derivative contract entails less variation in Company and Guarantor cash flow than would otherwise be the case. However, variations in the profit and loss account may increase, due to the fact that changes in the fair value of derivative contracts are quarterly recognized in the income sheet as long as the contracts do not meet the requirements for hedge accounting.
Credit risk Transactions with financial derivatives are carried out with counterparties with good credit ratings. The counterparty risk is therefore considered to be low. The maximum exposure of the credit risk is reflected in the balance sheet value of each financial asset, including financial derivatives.
Interest rate risk The Company and the Guarantor are exposed to fluctuations in interest rates, as the debt is partly based on floating interest rates, primarily in GBP and USD. From time to time, the Company and the Guarantor enter into interest rate swap agreements in order to reduce the interest rate risk. Normally there is a close match between the interest rate swap agreements the Company and the Guarantor enter into and the specific loans and financial lease commitments of the Company and of the Guarantor. The underlying amount of the interest rate swap agreements, payment profiles and other terms are aligned with the underlying obligations in order to achieve the highest possible degree of hedging. However, the Company and the Guarantor enter also into interest rate swap agreements which are not directly related to specific loans or financial lease commitments.
Currency risk The Company and the Guarantor are exposed to currency risk by the purchase, sale, assets and liabilities in other currencies than NOK, primarily the currencies GBP, USD and EUR. The Company and the Guarantor accounts are presented in NOK. The Company and the Guarantor are closely monitoring the currency markets, and enter into forward exchange contracts when this seems appropriate. Most forward exchange contracts entered into are hedging contracts. For forward exchange contracts utilized as financial hedging of monetary assets and liabilities in foreign currency, but not qualifying for hedge accounting, the variations in fair value are charged against the income statement. Both variations in the fair value of forward exchange contracts and currency gains and losses on monetary assets and liabilities are included in the Company’s and the Guarantor's net financial items.
For currency contracts used for hedging of monetary assets and liabilities in foreign currencies, but not subject to hedge accounting, changes in the valuations are recognized in the income statement. Both changes in valuation of currency contracts and currency gains and losses of monetary assets and liabilities are included in the Company's and the Guarantor's financial items.
Bunker price The Company and the Guarantor are exposed to fluctuations in bunker prices, which is related to the development in crude oil prices. This exposure is primarily within the Groups' cruise segment. From time to time Fred. Olsen Cruise Lines enters into financial derivative contracts to balance the risk related to bunker price movements. Bunker expenses constitute approximately 15 - 20% of the total operating expenses within the cruise segment. The portion of the bunker expenses that is hedged varies over time.
Liquidity risk A conservative handling of the liquidity risk involves having sufficient cash, securities and available financing, as well as the possibility of closing market positions. the Company and the Guarantor are exposed to the risk of not being able to sell unlisted shares at prices close to fair value. The management is of the opinion that this risk is low, as the investments in unlisted shares are long term investments.
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2 Definitions
Bonheur Group the Company and its subsidiaries from time to time
Companies Registry the Norwegian Registry of Business Enterprises (Foretaksregisteret)
Company/Bonheur ASA Bonheur ASA, a Norwegian public joint-stock company organised under the laws of Norway, including the Public Limited Companies Act
Company Annual Report 2007 Bonheur ASA' annual report of 2007
Company Annual Report 2008 Bonheur ASA' annual report of 2008
Company Articles of Association The articles of association of the Company, as amended and currently in effect
Company Board or Company Board of Directors the board of directors of the Company
Company Consolidated Financial Statements The consolidated financial statements and notes included in the Company’s annual report to shareholders.
Company Quarterly Report 1 Q 2009 The Company's quarterly report of first quarter 2009
Company Quarterly Report 2 Q 2009 The Company's quarterly report of second quarter 2009
Company Quarterly Report 3 Q 2009 The Company's quarterly report of third quarter 2009
Company Quarterly Report 4 Q 2009 The Company's quarterly report of fourth quarter 2009
DP Dynamic Positioning
EBITDA Earnings before interest, tax, depreciation and amortization
EEA European Economic Area
EU European Union
FOCL Fred. Olsen Cruise Lines Ltd.
FOE Fred. Olsen Energy ASA and its subsidiaries
FOL Fred. Olsen Ltd.
FOP Fred. Olsen Production ASA
FOR Fred. Olsen Renewables
FPSO Floating Production, Storage and Offloading vessel
FSO Floating Storage and Offloading vessel
5 of 37 Bonheur ASA, prospectus of 17 March 2010
Registration Document Group the Company and the Guarantor and their subsidiaries from time to time
Guarantor Annual Report 2007 Ganger Rolf ASA' annual report of 2007
Guarantor Annual Report 2008 Ganger Rolf ASA' annual report of 2008
Guarantor Articles of Association The articles of association of the Guarantor, as amended and currently in effect
Guarantor Board or Guarantor Board of Directors the board of directors of the Guarantor
Guarantor Group the Guarantor and its subsidiaries from time to time
Guarantor/Ganger Rolf ASA Ganger Rolf ASA, a Norwegian public joint-stock company organised under the laws of Norway, including the Public Limited Companies Act
Guarantor Consolidated Financial Statements The consolidated financial statements and notes included in the Guarantor’s annual report to shareholders.
Guarantor Quarterly Report 1 Q 2009 The Guarantor's quarterly report of first quarter 2009
Guarantor Quarterly Report 2 Q 2009 The Guarantor's quarterly report of second quarter 2009
Guarantor Quarterly Report 3 Q 2009 The Guarantor's quarterly report of third quarter 2009
Guarantor Quarterly Report 4 Q 2009 The Guarantor's quarterly report of fourth quarter 2009
IFRS International Financial Reporting Standards
ISIN International Securities Identification Number
ITFH IT Fornebu Holding AS
NGAAP generally accepted account principles in Norway
NOK Norwegian kroner
Registration Document this document dated 17 March 2010
VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen
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3 Persons responsible
3.1 Persons responsible for the information Persons responsible for the information given in the registration document are as follows: DnB NOR Bank ASA, Stranden 21, N-0021 Oslo, Norway Bonheur ASA, Fred. Olsens gt. 2, N-0152 Oslo, Norway
3.2 Declaration by persons responsible Responsibility statement: This Registration Document has been prepared by Bonheur ASA with a view to providing a description of relevant aspects of Bonheur ASA in connection with issue of bonds and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import.
Oslo (Norway), 17 March 2010
Bonheur ASA
Disclaimers: Arranger DnB NOR Bank ASA has assisted the Company in preparing the Registration Document. DnB NOR Bank ASA has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and DnB NOR Bank ASA expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by Bonheur ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Registration Document acknowledges that such person has not relied on DnB NOR Bank ASA nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo (Norway), 17 March 2010
DnB NOR Bank ASA
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4 Statutory Auditors
4.1 Names and addresses The Company’s and the Guarantor's auditor for 2007 and 2008 has been KPMG AS, independent public accountants, located at P.O. Box 7000 Majorstuen, Sørkedalsveien 6, N-0306 Oslo, Norway.
State Authorised Public Accountant Arve Gevoll has been responsible for the Auditor's report for 2007 and State Authorised Public Accountant Asbjørn Næss has been responsible for the Auditor's report for 2008.
KPMG AS is member of The Norwegian Institute of Public Accounts.
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5 Information about the issuer and the guarantor
5.1 History and development of the issuer guarantor
5.1.1 Legal and commercial name The legal name of the issuer is Bonheur ASA, the commercial name is Bonheur.
The legal name of the guarantor is Ganger Rolf ASA, the commercial name is Ganger Rolf.
5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 830 357 432.
The Guarantor is registered in the Norwegian Companies Registry with registration number 930 357 618.
5.1.3 Date of incorporation Bonheur ASA was incorporated on 20 October 1897.
Ganger Rolf ASA was incorporated on 25 February 1895.
5.1.4 Domicile and legal form The Company and the Guarator are both a public limited liability company organized under the laws of Norway, including the Public Limited Companies Act. See also section 7.1 Description of group that issuer is part of.
The Company's and the Guarantor's mailing address is P.O Box 1159 Sentrum, N-0107 Oslo, Norway and telephone +47 22 34 10 00.
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6 Business overview
6.1 Principal activities
Introduction Bonheur ASA and Ganger Rolf ASA are companies domiciled in Norway and listed on Oslo Stock Exchange. Ganger Rolf ASA is a subsidiary of Bonheur ASA. Bonheur ASA and Ganger Rolf ASA has investments in several business activities, based upon its long term commitment to shipping, offshore drilling, floating production and renewable energy as well as to the travel and leisure time sector. Investments are normally made in cooperation between Bonheur ASA and Ganger Rolf ASA.
The activities of the Company and the Guarantor and their subsidiaries take place in several countries, including offices in Norway, Sweden, the UK, Hungary, Singapore, Malaysia, India, the US (Houston), Canada, Bermuda and Brazil.
Main business segments:
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History and development
6.1.1 Industry overview The Company and the Guarantor are exposed to a number of different industries through their investments. Some of the investments are quite minor in relation to the complete portfolio of the Company/the Guarantor.
The following industry overview is focusing on the offshore drilling-industry due to the major importance of the results from this industry for the Company/the Guarantor. The overview is based on the E&P Spending Update of 2 February 2010 prepared by DnB NOR Markets.
Ultra-deepwater (7500+ ft) Ultra-deepwater is still the segment with best visibility and it has so far been a fairly protected segment compared with other subsectors. For 2011 and 2012, 80% and 65% of the available capacity is contracted while 2010 more or less is fully booked. Long-term DnB NOR Markets have strong belief in ultra-deepwater as most new large oilfields are in this segment and there has been an encouraging number of discoveries over the past years. However, DnB NOR Markets foresee a bump in road and are concerned about the nearterm supply/demand balance.
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Contract coverage for ultra-deepwater rigs:
For ultra-deepwater the focus of DnB NOR Markets has for a long time been the large number of rigs either being delivered or rolling off contract in 2011, currently just above 30 rigs, combined with very limited demand. With respect to shareprice performance this focus has been wrong as the stock market mainly have had focus on rate level for the next contract. DnB NOR Markets' expectation was also that 2010 available rigs would get +/- 500' USD/day for 3-5 year contract. This was true for the few contracts the market saw in 2009 and this attracted the stock market's attention, rather than the uncertain supply/demand balance for 2011. However, there is still 6 rigs (including the Petrorig III which most likely goes to PEMEX) available in 2010 and DnB NOR Markets had expected all these rigs to be contracted by now.
Looking at the "next contract" now, DnB NOR Markets expect soon to see most of the 2010 rigs being contracted. Total in Angola calls for 2 ultra-deepwater rigs for its CLOV development and most people suggest Seadrill with West Gemini is the frontrunner for the requirement with early start-up while Pride with Pride Africa is a good candidate for second rig, if a late 2011 start-up is allowed. In addition Petrobras has its 2400m market enquiry where DnB NOR Markets expect at least two 2010 being contracted and there is also a 1500m demand from Petrobras starting by May 2011, where its likely a 2010 available rig will be awarded.
Speaking about day-rates for the above contracts DnB NOR Markets is fairly certain the market will see rates south of 500' USD/day for all of them. Oil companies, lead by Petrobras have understood it’s buyers market. In contract negotiations over the past months it's DnB NOR Markets' understanding rates have been pushed slowly downwards. In general Dnb NOR Markets would expect around 440-460' USD/Day for the 2010 available rigs, maybe with a small premium for Seadrill's West Gemini and a large discount for the Ensco 7500 which is bid just south of 400' USD/Day to Petrobras.
The limited supply situation in 2010 combined with a drop in rates vs last done paints a picture for declining rates for the 2011 start-ups. As its limited demand, competition for new contracts is likely to be high and the market will most likely see a large number of bidders on any opportunity. Demand that is likely to materialize in tenders soon is requirements for 5-6 rigs in Nigeria and 4 units in the US GoM. In addition there is always some unknown demand that pops up. With respect to the tenders in Nigeria, one should have in mind that processes in this country are extremely lengthy and complex with governmental involvement and the market will most likely see delays on some of these drilling programs.
The second challenge for the ultra-deepwater segment is that new-build prices have come down. Since yard prices peaked at approx 750 USDm in Q3/08 it is now costing somewhere between 500 and 550 USDm in yard cost to build an ultra-deepwater rig, even with better payment structure.
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Registration Document In other words, the day-rate required to justify investing in a new-build has dropped from the low 500/high 400s to the low 400s/high 300s USD/day. At the same time, earliest possible delivery date has not changed much. Many of the rigs up for delivery in 2011 are also by smaller companies which are totally dependent upon getting a contract in order to secure the required bank financing for the rig. This could lead to a scenario where players will lower the bar with respect to rate levels and other contract terms.
Deepwater (3000-7499 ft) This segment has been fairly quiet recently with a low number of contracts. Rates have mainly been in the low 300' USD/Day, but DnB NOR Markets has also seen rigs like the 4G 5500 ft semi Ocean Star contracted at 260' USD/Day. Rigs are also being offered at discount sublets in this segment at rates in the 200's USD/Day.
For the next 3-6 months DnB NOR Markets expect this segment to develop much inline with the mid-water segment, with short-term contracts and flat rates in the low 300' USD/Day. The market will probably also continue to see idle rigs in this segment during 2010 and rigs here would also pick up jobs in the mid-water segment. Dynamically positioned rigs in this segment most likely will command a premium vs moored rigs for the next year.
Contract coverage for deepwater rigs:
Mid-water (1000-2999 ft) Although most new mid-water contracts have had short duration, day-rate levels have surprised us positively. Currently it seems like they have stabilized around 250' USD/Day, depending on region. This level have is also recently confirmed by the most active mid-water region, UK sector, where the market has seen multiple contracts in the 240-260' USD/Day range recently.
No new supply and a fairly consolidated ownership of rigs in this segment are believed to be contributing factors. Also the fact that many of the currently idle rigs need substantial upgrades to get back in operation is a stabilizing factor. The above elements will also help rig companies to rapidly get the upper hand when the market eventually tightens again.
For the next 3-6 months DnB NOR Markets expect to see rates in this segment stable around the mid 200s, depending on region. DnB NOR Markets think utilization level at 80% and the expected drop in rates for ultra-deepwater rates will prevent rates from increasing near-term. It is also high competition and a large number of bidders on most new tenders. It seems like it is consensus perception, especially in the Norwegian community, that the market will have an upswing in mid- water rates soon, DnB NOR Markets do not find this likely. Based on both expected news-flow and asset valuations, DnB NOR Markets find the Norwegian mid-water companies FOE and Songa fairly priced today.
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Registration Document Region still matters and especially the Norwegian segment has strong visibility and Statoil awarded a number of long-term contracts late last year and ok rate levels. DnB NOR Markets expect the Norwegian semi market to be fairly quiet for the next months. Australia is another protected market, but as competition is very high in second half of 2010 and in 2011, DnB NOR Markets would be surprised if the market sees higher rates.
Contract coverage for mid-water floaters:
6.1.2 Principal activities Details regarding the Guarantor are given in brackets.
Offshore drilling Offshore drilling consists of the Bonheur Group's ownership of 53.4 % [26.7 %] in the offshore drilling contractor Fred. Olsen Energy ASA (together with subsidiaries “FOE”), which is listed on Oslo Stock Exchange. FOE owns and operates a fleet of eight drilling units and one accommodation rig. In addition FOE owns the ship yard Harland & Wolff in Belfast.
FOE was established in 1997 through the merger of the offshore activities of Ganger Rolf ASA and Bonheur ASA and was listed on Oslo Stock Exchange in October the same year.
Dolphin Drilling Ltd based in Aberdeen, Scotland, Dolphin AS in Stavanger and Dolphin Drilling Pte. Ltd in Singapore form the main part of FOE’s drilling division. It is recognised as a medium-sized international drilling operator and has had a leading position within offshore drilling services for more than 35 years. The fleet includes 7 semi-submersible drilling rigs, of which one deepwater unit, one ultra-deepwater drill ship and one semi-submersible accommodation unit.
The principal activities of Harland and Wolff Group Plc. (H&W) are shipbuilding, heavy engineering, ship repair and the design and construction/conversion of floating production and drilling vessels for the offshore oil and gas industry.
In 2008, FOE generated operating revenues of NOK 5 783 million and operating result before depreciation (EBITDA) was NOK 3 337 million.
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Contract schedule as per March 2010:
Floating production The activities within floating production comprise the ownership of 61.5 % [30.8 %] in Fred. Olsen Production ASA (together with subsidiaries “FOP”), which has been listed on Oslo Stock Exchange since 2007. FOP operates a fleet of seven Floating Production Storage and Offloading (FPSO’s) and Floating Storage and Offloading (FSO’s) vessels for lease to clients in the international oil and gas market. FOP has been active in the oil & gas production business since 1994.
FOP manages its activities from offices in Singapore, Norway, Nigeria, Gabon and Houston, USA.
FPSO’s provide cost effective oil production for smaller oil fields in areas where infrastructure may be limited. The company’s market is primarily in benign and intermediate environments. FOP is well established in West Africa and is also expanding into the Asian and South American markets.
FOP’s current owned fleet includes four FPSO’s (one jointly owned) and two FSO’s. In addition, FOP renders management services for the operation of a production jack-up to an oil company.
In 2008 FOP’s operating revenues amounted to NOK 450 million and operating result before depreciation (EBITDA) was NOK 166 million.
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Contract status as per March 2010:
Renewable Energy Renewable Energy consists of 100% [50 % through the Guarantor Group] ownership of Fred. Olsen Renewables AS with subsidiaries (FOR).
FOR owns and operates three wind farms in Scotland (Crystal Rig, Rothes and Paul’s Hill) and two turbines in Sweden. At the end of 3rd quarter, FOR had 178.7 MW in operation and 138 MW under construction. In addition FOR has a project portfolio under development in UK, Norway, Sweden and Canada.
Project portfolio – wind power as per March 2010:
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Cruise Cruise is managed through First Olsen (Holdings) Ltd, which is 100 % owned, and its subsidiary Fred. Olsen Cruise Lines Ltd in Ipswich, UK (FOCL)
FOCL owns and operates four cruise ships per the end of the quarter: MV Black Watch, MV Braemar, MV Boudicca and MV Balmoral. MV Black Prince, built in 1966, was sold for delivery in November 2009 after a season of farewell cruises.
Shipping Shipping consists of the ownership of the tanker Knock Sheen and two Suezmax tankers under construction, all 100% owned through First Olsen Ltd. In addition the segment consists of a fleet comprising AHST vessels, reefer vessels and one container vessel, all owned through Oceanlink Ltd (99,6% owned as per 31.12.2009).
The segment also includes 100% ownership of Fred. Olsen Windcarrier AS (formerly Windcarrier AS), a company developing installation vessels for offshore wind turbines. On 9th February 2010 Fred. Olsen Windcarrier AS entered into agreements with Lamprell Energy Ltd. for the construction of two transport- and installation vessels for offshore wind turbines with option for additional two vessels. The vessels will be built at the Jebel Ali yard in Dubai with contracted deliveries in 2nd and 3rd quarter 2012, respectively.
Tankers Knock Sheen was chartered on a 12 months timecharter from December 2009.
The two Suezmax new buildings were sold in late 2007. The vessels are expected to be delivered to their new owners on delivery from the building yard in 2Q/3Q 2010.
Oceanlink Ltd. The company operates a fleet of 4 AHTS vessels built in 1983/84 and 14 reefer vessels. One vessel had time charter contracts with the Norwegian Coastal Administration for the 1st and 4th quarter. The charterer has recently declared its option for a similar contract next year.
Five reefer vessels are employed in the Seatrade pool. The other 9 vessels, in which Oceanlink has minority interests, are on long term bareboat charters with purchase options to Korean operators. Oceanlink’s 1985 built 1100 teu container vessel “Santos” was on a charterparty that matured at the end of January 2010. The vessel was sold early 2010.
Other investments Other Investments mainly consist of an ownership of 35.59% of NHST Media Group AS, 52.86% of GenoMar AS, 12.6% of IT Fornebu Holding AS as well as 100% of the service companies Fred. Olsen Brokers AS, Fred. Olsen Travel AS and AS Fred. Olsen Fly- og Luftmateriell.
NHST Media Group AS At the beginning of 2009 Bonheur ASA and Ganger Rolf ASA in total owned 32.6% of NHST Media Group AS. On 20 March Bonheur ASA and Ganger Rolf ASA purchased an additional 14.771 shares each in NHST Media Group AS such that the total shareholding increased to 35.16%. In May a share offering with subscription right for shareholders of NHST Media Group was launched. Following completion of the share issue, the total shareholding increased to 35.59%.
NHST Media Group AS consists of four business areas Dagens Næringsliv, Digital and Nordic, Global and Nautical Charts. Dagens Næringsliv is the leading Norwegian business newspaper and Digital & Nordic covers the Group’s digital news and information services in the Nordic region. The business area Global embraces leading international news and information products within shipping, oil and gas, seafood and renewable energy and finally, Nautical Charts, maintains the Group's traditions as a nautical chart supplier in Norway and internationally.
GenoMar AS GenoMar AS is one of the world’s leading life science aquaculture companies. The company is engaged in production and development of a fish species named Tilapia, a white freshwater fish predominantly found in areas along the equatorial line. The company is involved in most steps in
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Registration Document the value chain, from selective breeding through hatchery production, grow-out, to verification of origin.
Due to farmers in the Philippines having problems settling accounts receivable earlier in 2009 due to bad harvests, disease problems and typhoons, GenoMar has decided to cease its commercial fingerling operation in the Philippines. Most of the fish farming industry is now run on credits and the situation does not justify commercial operations. However, the Breeding Nucleus and Best Farming Practices will continue to be utilized as a combined grow-out and test facility. The breeding activities are according to plan and the Best Farming Practices comparison study will continue until the end of the year. As per year end 2009 Trapia Malaysia was fully operating 40 cages in two different modules. The processing factory is up and running and Trapia has commenced export.
IT Fornebu Holding AS The Terminal building of 38.000 square meter and the other buildings are fully let. There are only a few areas available in the previous SAS-administration building at Rolfsbuktveien 17 (previously Snarøyveien 57).
The building work for the new portal buildings (in total 5 buildings of in total about 28.000 square meters) has now been finished and the first tenants have already moved into the buildings. So far 54% of the buildings have been let to well known IT-related companies at good prices.
ITFH has, subject to public regulatory approval, entered into a contract with Statoil to build their regional office building of about 65.000 sqm.
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7 Organizational structure
7.1 Description of group that issuer is part of Bonheur ASA is the parent company of Ganger Rolf ASA. Bonheur ASA’s principal business is carried out in cooperation with Ganger Rolf ASA. The two companies have 50/50 equity and charter interests in all of their major activities.
Subsidiaries of the Company as of 31 December 2009:
Subsidiaries of the Guarantor as of 31 December 2009:
7.2 Issuer dependent upon other entities Guarantee in favour of subsidiaries as per 31 December 2009:
Cruise vessels NOK 976 million Wind farms NOK 255 million Other NOK 0 million Total guarantee commitments NOK 1 231 million
Per 31 December 2009 Bonheur ASA and its subsidiary Ganger Rolf ASA are jointly and severally liable for guarantees of approximately NOK 342 million. Pro rata guarantees amount to NOK 1 778 million (i.e. NOK 889 million each).
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8 Trend information Outlook as per 4Q 2009
Offshore drilling The oil price has been relatively stable during the 2nd half of 2009 and into 2010. Despite the low volume of new fixtures in 2009 as a whole, the Company now sees increased enquiries and pre- tendering activity in the offshore drilling markets.
Floating Production The FPSO lease market picked up significantly during 4q 2009, exceeding the Company's expectations described in its 3q report. In total 6 new lease contracts were awarded, including 3 new conversions and 2 redeployments. This is the highest level of awarded contracts for a single quarter since 2006.
Formal inquiry numbers - the best leading indicator of prospect flow - are up in all market segments except small-mid range FPSO's in Africa. The latter segment is still held back by lack of financing opportunities available to the many players involved in this segment. However, the tendency is that majority of the projects moving forward are medium to large scale FPSO projects. From this it is clear that tight financing and risk aversion is still impacting the market and is likely to do so in the near term.
Despite the contraction in numbers of FPSO contractors, and the largest players having improved its backlog, there is expected to be adequate capacity to support the market demand in the near term. The pool of idle FPSO's is increasing, however, the difficulty in securing redeployment for many of the older units (suiting smaller sized developments) will likely lead to further units being scrapped - 3 were scrapped in 2009. We are cautious on the outlook for 2010 as a whole.
Renewable Energy There is an increasing global demand for energy produced from renewable sources such as wind, tidal, wave, sun and water. Fred. Olsen Renewables aims to be a significant generator of renewable power.
Recently, significant efforts have been made in developing greenfield wind farm projects. This has proven particularly successful in the UK and the company’s first large scale wind farm, Crystal Rig Windfarm in Scotland, commenced operation in 2003. Fred. Olsen Renewables also has activities in Norway, Sweden, Canada and the Republic of Ireland where a number of projects are currently under development.
Cruise The current market conditions are challenging. The financial results in 2009 were negatively impacted by the increased competition in the UK cruise market and the global economic downturn. The cruises have been heavily discounted to attract the volume of passengers required. Consequently, the number of passengers is keeping up, but the income yields (average net ticket income per diems) have been low.
Shipping Tankers Knock Sheen was at year end 2009 on a 12 month time charter at a base rate of USD 15.000 per day plus a 50/50 profit split. The time charter started in November 2009. The two Suezmax new buildings were sold in late 2007. The vessels are expected to be delivered to their new owners on delivery from the building yard in 2Q/3Q 2010.
Offshore supply vessels The Group of Companies operates a fleet of 4 AHTS vessels built in 1983/84. One vessel is on a time charter contract with the Norwegian Coastal Administration for the whole 2010. Another vessel has been awarded a 3 year time charter contract with Petrobras for operations in Brazil. Commencement is expected early in Q2 2010. The 2009 result has been negatively influenced by the continuing detention of one vessel in Venezuela and an extensive yard stay in Brazil for one of the other vessels currently employed in the Brazilian spot market.
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Reefer vessels Five reefer vessels are employed in the Seatrade pool. The other 9 vessels, in which the Group of Companies has minority interests, are on long term bareboat charters with purchase options to Korean operators.
8.1 Statement of no material adverse change
There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements. See clause 11.6.
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9 Administrative, management and supervisory bodies
9.1 Information about persons
Board The table below set out the names of the members of the Board of the Company and of the Guarantor:
Name Position Business address Thomas Fredrik Chairman Bonheur ASA, Fred. Olsens gate 2, N- Olsen 0152 Oslo, Norway Anette S. Olsen Director Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway J.C. Wallace Director Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway Anna Synnøve Bye Director Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway Andreas C. Mellbye Director Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway
Thomas Fredrik Olsen (1929) has been chairman of the Board since 1955. He is a Doctor of the University of Heriot Watt, a Fellow of the Royal Institution of Naval Architects and further holds the titles of Industry Pioneer from the Offshore Energy Center Hall of Fame in Galveston, Texas and the Institutium Canarium’s Dominik Wölfel Medal, Vienna. He was chairman of the Aker Group from 1957 to 1975 and from 1977 to 1981, chairman of Timex Corporation (USA) from 1980 to 2002 and of Harland & Wolff, Belfast from 1989 to 2001. He co- founded and was later chairman of the Norwegian Oil Consortium AS (NOCO), 1965-1983. He co- founded and was board member of SAGA Petroleum AS, 1972-1983. He was chairman of Widerøe’s Flyveselskap AS, 1970-1983. Mr. Olsen has pioneered within tanker developments, rig developments (Aker H3 drilling design), watch developments and headed the transition of the Aker yards from shipbuilding to offshore. He is member of the Norwegian Shipping Association’s Advisory Board. Mr. Olsen is a Norwegian citizen and resides in Oslo, Norway.
Anette S. Olsen (1956) has been a member of the Boards of Bonheur ASA and Ganger Rolf ASA since 1993. Ms. Olsen is the Managing Director of these companies and has been the sole proprietor of Fred. Olsen & Co. as from 1995. Fred. Olsen & Co. provides various administrative and other services to Bonheur ASA and Ganger Rolf ASA and related companies. Ms. Olsen holds a BA in Business Organization and an MBA. She holds various board positions, and is the chairman of the boards of Fred.Olsen Energy ASA, First Olsen Ltd., Timex Corporation, Fred. Olsen Renewables AS and NHST Media Group AS. She is a member of the Norwegian Shipowners Association’s Advisory Board and the Council of Det Norske Veritas.
J.C. Wallace (1938) has been a member of the Board since 1984. Mr. Wallace is a Bachelor of Commerce from McGill University in 1959 and was admitted to the Institute of Chartered Accounts of Quebec, having qualified with PricewaterhouseCoopers in Canada in 1963 following which he worked with Baring Brothers & Co. Ltd. in London. He joined Fred. Olsen Ltd., London in 1968 and has specialized in finance, oil service, property development, and renewable energy. He is Chairman of Fred. Olsen Ltd. and member of the boards of Fred. Olsen Energy ASA and Callon Petroleum Co. (USA), of which he is chairman of the Audit Committee. He was formerly board member of OGC Plc, London. Mr. Wallace is a Canadian citizen resident in London.
Anna Synnøve Bye (1942) has been a member of the Board since 2003 and before that served as an alternate. Ms. Bye holds university degrees within teaching and educational science and a degree from the Norwegian School of Management. Ms. Bye was chairman of Fosen Mekaniske Verksteder AS (FMV) from 1973 to 1988. From 1985 she isManaging Director of FMV. Ms. Bye has held a number of board and committee positions i.a. with the Oslo Stock Exchange, Den norske Bank ASA, the Confederation of Norwegian Business and Industry (NHO), the Norwegian Meteorological Institute, the Royal Norwegian Council for Scientific and Industrial Research (NTNF),
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Registration Document the Norwegian Directorate of Labour and is a member of the Council of Det Norske Veritas. She is a Norwegian citizen and resides in Rissa, Norway.
Andreas C. Mellbye (1955) has been a member of the Board since 2001 and before that served as alternate. Mr. Mellbye is a candidate in jurisprudence from the University of Oslo in 1983 and became partner of Wiersholm, Mellbye & Bech in 1989. Before joining Wiersholm he worked for Conoco, London and Norsk Hydro in their legal departments. He was admitted to the Norwegian Supreme Court in 1995. Mr. Mellbye specializes in the areas of corporate transactions, mergers & acquisitions, securities/stock exchange law and litigation and has acted in several large cases in these fields. He holds various board and committee positions including being chairman of Martina Hansens Hospital, Lorentzens Skibs AS and Rentokil Norge AS. He is a member of the Securities Law Forum of the Oslo Stock Exchange. Mr. Mellbye is a Norwegian citizen and resides in Bærum,Norway.
Management Bonheur ASA and Ganger Rolf ASA have no employees. Administrative services are provided by Fred. Olsen & Co by special agreement.
Key personnel with corresponding responsibilities within Fred. Olsen & Co. are as follows:
Name Position Business address Anette S. Olsen Managing Director Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway Jan Peter Valheim Finance Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway Victor Friberg Legal Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway Astrid Stoltenberg HR Bonheur ASA, Fred. Olsens gate 2, N- Steen 0152 Oslo, Norway
Harald Andresen General Admin. Bonheur ASA, Fred. Olsens gate 2, N- 0152 Oslo, Norway
Anette S. Olsen is the managing director of Bonheur ASA and Ganger Rolf ASA. Please see description of Anette S. Olsen under board members above.
Jan Peter Valheim, Chief Financial Officer with Fred. Olsen & Co since 2007. Mr. Valheim is a graduate from BI Norwegian School of Management.
Victor Friberg, Senior Vice President, Legal Affairs, is a graduate from the University of Oslo, Faculty of Law. He has been with Fred. Olsen & Co. since 1985.
Astrid Stoltenberg Steen, Vice President and head of HR with Fred. Olsen & Co. since 1987. Ms. Stoltenberg Steen holds a Bachelor of Arts in Business from BI Norwegian School of Management.
Harald Andresen, Senior Vice President, General Administration, has been with Fred. Olsen & Co. since 1996. He is a graduate from Norwegian School of Economics and Business Administration (NHH).
The key personnel do not perform any activities outside the Company or the Guarantor that are significant with respect to the Company or the Guarantor.
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Registration Document 9.2 Administrative, management and supervisory bodies conflicts of interest Anette S. Olsen is the Managing Director of the Company and the Guarantor. She is also the sole proprietor of Fred. Olsen & Co. In reference to an agreement, Fred. Olsen & Co. carries out financial, accounting, legal and administrative services to the Company. In 2008, Fred. Olsen & Co. invoiced the Company and the Guarantor each 13.5 million for services rendered under the said agreement, as well as for the payment of the remuneration to the Managing Director on behalf of the Company and the Guarantor. This remuneration as established by the Board, also reflects an adequate profit element relative to the aforementioned services provided by Fred. Olsen & Co. In addition, Fred. Olsen & Co. also invoiced subsidiaries and associated companies of the Company and the Guarantor, as well as other Fred. Olsen related companies for similar or corresponding services according to separate agreements.
Anette S. Olsen is not party to any share options, profit sharing agreements or similar arrangements related to the Company and the Guarantor.
There are no further conflicts between any duties to the issuing entity of the persons referred to in item 9.1 and their private interests and or other duties.
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10 Major shareholders
10.1 Ownership
As of 14 January 2010 the share capital of Bonheur ASA amounted to NOK 50 986 635,- divided into 40 789 308 shares at nominal value of NOK 1.25 each.
As of 14 January 2010 the share capital of Ganger Rolf ASA amounted to NOK 42 317 419,- divided into 33 853 935 issued shares at nominal value of NOK 1.25 each.
The Company and the Guarantor have no existing authority to procure any increase in their share capital.
Below are list of the 20 largest shareholders of Bonheur ASA as per 23 February 2010:
Number of shares Percentage Shareholder 11,960,248 29.32 INVENTO AS 8 443 640 20.70 GANGER ROLF ASA 8 368 252 20.52 QUATRO A/S 1 438 800 3.53 SKAGEN VEKST 1 019 464 2.50 PARETO AKSJE NORGE 793 740 1.95 TRASSEY SHIPPING LIM 719 050 1.76 ODIN OFFSHORE 651 905 1.60 ODIN EUROPA SMB 641 200 1.57 ODIN NORGE 500 600 1.23 PARETO AKTIV 313 020 0.77 ORKLA ASA 236 200 0.58 CITIBANK N.A. NEW YO A/C DFA-INTL SML CAP 216 000 0.53 OSLO PENSJONSFORSIKR 200 000 0.49 ODIN MARITIM 160 300 0.39 PARETO VERDI VPF 143 548 0.35 JPMORGAN CHASE BANK NORDEA TREATY ACCOUN 123 753 0.30 PICTET & CIE BANQUIE 107 116 0.26 A/S HERDEBRED 103 350 0.25 SKANDINAVISKA ENSKIL A/C CLIENTS ACCOUNT 95 800 0.23 BRATRUD GUDMUND JOAR 36.235.986 88.83
Below are list of the 20 largest shareholders of Ganger Rolf ASA as per 23 February 2010:
Number of shares Percentage Shareholder 21 032 197 62.13 BONHEUR ASA 1 533 300 4.53 SKAGEN VEKST 1 416 775 4.18 ODIN NORGE 1 044 500 3.09 ORKLA ASA 662 400 1.96 MP PENSJON 457 740 1.35 JPMORGAN CHASE BANK NORDEA TREATY ACCOUN 450 000 1.33 ODIN MARITIM 410 350 1.21 LOMBARD ODIER DARIER GENERAL DOSSIER 402 700 1.19 CITIBANK N.A. NEW YO A/C DFA-INTL SML CAP 332 100 0.98 JPMORGAN CHASE BANK SPECIAL TREATY LENDI 265 300 0.78 ODIN OFFSHORE 235 858 0.70 KBC SECURITIES A/C CLIENTS NON-TREA 216 600 0.64 KLP LK AKSJER 200 000 0.59 VERDIPAPIRFONDET HAN NORGE 191 030 0.56 KLP AKSJENORGE C/O JPMORGAN EUROPE 189 980 0.56 SKANDINAVISKA ENSKIL A/C CLIENTS ACCOUNT 162 500 0.48 INTERTRADE SHIPPING 160 500 0.47 VEEN A/S T.D. 156 360 0.46 JPMORGAN CHASE C/O JPMORGAN CHASE JPMC HQ BANK AB CLIE 147 900 0.44 SHB STOCKHOLM CLIENT C/O HANDELSBANKEN AS 29.668.090 87.63
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10.2 Change in control of the issuer There are no arrangements, known to the Issuer, the operation of which may at a subsequent date result in a change in control of the Issuer.
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11 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses
11.1 Historical Financial Information Bonheur ASA’s and Ganger Rolf ASA's consolidated financial statements have been prepared in accordance with IFRSs and IFRICs as adopted by the EU and additional disclosure requirements in the Norwegian Accounting Act as shall be used as of 31 December 2008.
The Bonheur Group's accounting policies are shown in Company Annual Report 2008, page 17, note 2. The Ganger Rolf Group's accounting policies are shown in Guarantor Annual Report 2008, page 17, note 2. Amendments to the accounting policies are shown in the Company Quarterly Report 1 Q 2009, page 14, note 2, and in the Guarantor Quarterly Report 1 Q 2009, page 14, note 2.
The separate financial statements for Bonheur ASA and Ganger Rolf ASA have been prepared in accordance with the Norwegian Accounting Act and the Norwegian accounting standards as of 31 December 2008.
The Bonheur's accounting policies are shown in Company Annual Report 2008, page 65. The Ganger Rolf's accounting policies are shown in Guarantor Annual Report 2008, page 53.
According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference.
Because of the complexity in the historical financial information and financial statements this information is incorporated by reference.
For the Company, reference is made to the Company Quarterly Report 4 Q 2009, the Company Quarterly Report 3 Q 2009, the Company Quarterly Report 2 Q 2009, the Company Quarterly Report 1 Q 2009, the Company Annual Report of 2008 and the Company Annual Report of 2007.
Quarterly Report Annual Report 4Q 2009 3Q 2009 2Q 2009 1Q 2009 2008*) 2007
Bonheur ASA Consolidated Consolidated income statement 11 10 10 9 12 14 Consolidated balance sheets 13 12 12 11 14-15 16-17 Consolidated cash flow statement 15 14 14 13 16 18 Notes to the consolidated financial statements 16-21 15-19 15-18 14-16 17-61 19-69
Bonheur ASA Income statement 62 70
Balance sheet 63 71 Cash flow statement 64 72 Notes to the financial statements 66-80 74-87
*) including comparative figures for 2007
For the Guarantor, reference is made to the Guarantor Quarterly Report 4 Q 2009, the Guarantor Quarterly Report 3 Q 2009, the Guarantor Quarterly Report 2 Q 2009, the Guarantor Quarterly Report 1 Q 2009, the Guarantor Annual Report of 2008 and the Guarantor Annual Report of 2007.
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Quarterly Report Annual Report 4Q 2009 3Q 2009 2Q 2009 1Q 2009 2008*) 2007
Ganger Rolf ASA Consolidated Consolidated income statement 10 9 9 9 12 16 Consolidated balance sheets 12 11 11 11 14-15 18-19 Consolidated cash flow statement 14 13 13 13 16 20 Notes to the consolidated financial statements 15-17 14-16 14-16 14-16 17-48 21-52
Ganger Rolf ASA Income statement 49 53
Balance sheet 50-51 54-55 Cash flow statement 52 56 Notes to the financial statements 54-68 58-71
*) including comparative figures for 2007
11.2 Financial statements See section 11.1 Historical Financial Information.
11.3 Auditing of historical annual financial information
11.3.1 Statement of audited historical financial information The historical financial information for 2007 and 2008 has been audited.
A statement of audited historical financial information for the Company is given in the Company Annual Report of 2008 page 82 and the Company Annual Report of 2007 page 88.
A statement of audited historical financial information for the Guarantor is given in the Guarantor Annual Report of 2008 page 70 and the Guarantor Annual Report of 2007 page 72.
11.4 Age of latest financial information
11.4.1 Last year of audited financial information The last year of audited financial information is 2008.
11.5 Legal and arbitration proceedings There are several ongoing tax disputes between subsidiaries within the Group and the Norwegian tax authorities.
One dispute related to the tax year 2005 for a subsidiary may increase taxable income related to specific transactions. The subsidiary disputes the claim from the tax authorities. In the event the subsidiary is unsuccessful in its response, any potential negative outcome will be covered by tax losses carried forward, not recognized in the balance sheet.
Another dispute is related to the tax year 2000 regarding a group contribution and reorganization within the Group. The subsidiary has so far been taxed with NOK 75.0 million (Korreksjonsinntekt)
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Registration Document and has received a penalty tax of 15 million in 2006. The subsidiary has disputed the claim. Further related issues have been raised by the tax authorities during 2008, without any conclusions so far.
A subsidiary has received a notice of amendment from the tax authorities regarding taxable income for 2003. The amendment may lead to a payable tax of NOK 169 million. The subsidiary has disputed the claim.
Ganger Rolf ASA and Bonheur ASA have both received notices of change regarding the taxable income for 2006. The tax authorities disputes whether the split of the convertible bonds into ordinary bonds and an option to purchase shares at the conversion price, is taxfree (within the “Fritaksmetoden”) or not. The amendment may lead to a payable tax of NOK 125 million for each of the companies. Both companies dispute the claims.
There are no further governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the issuer is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Company and/or Group's financial position or profitability.
11.6 Significant change in the Group's financial or trading position There has been no significant change in the financial or trading position of the Group since the end of the last financial period for which interim financial information has been published.
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12 Third party information and statement by experts and declarations of any interest
12.1 Third party information Part of the information given in this Registration Document has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as Bonheur ASA is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The following table lists such third parties: Third party Source Section(s) in Registration Document DnB NOR Markets E&P Spending Update, 2 February 6.1.1 Industry overview 2010
13 Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of the Company and the Guarantor, Fred. Olsens gt. 2, N-0152 Oslo, Norway:
(a) the memorandum and articles of association of the Company and the Guarantor; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's and the Guarantor's request any part of which is included or referred to in the registration document; (c) the historical financial information of the Company and the Guarantor and their subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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Cross Reference List Reference in Registration Document Refers to 11.1 Historical Financial Information Company Annual Report 2008, page 17, note 2, Guarantor Annual Report 2008, page 17, note 2, Company Annual Report 2008, page 65, Guarantor Annual Report 2008, page 53, Company Quarterly Report 4 Q 2009 Company Quarterly Report 3 Q 2009, the Company Quarterly Report 2 Q 2009, the Company Quarterly Report 1 Q 2009, Guarantor Quarterly Report 4 Q 2009 Guarantor Quarterly Report 3 Q 2009, the Guarantor Quarterly Report 2 Q 2009, the Guarantor Quarterly Report 1 Q 2009, Company Annual Report 2007, Guarantor Annual Report 2007 11.3.1 Statement of audited historical Financial Company Annual Report of 2008 page 82, Information Company Annual Report of 2007 page 88, Guarantor Annual Report of 2008 page 70, Guarantor Annual Report of 2007 page 72
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Ganger Rolf ASA Articles of Association
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Bonheur ASA fleet list as of 31 December 2009
Company /segment / Building year Type Tonnage / capacity Ownership vessel
Fred. Olsen Energy ASA: Bredford Dolphin 1976/2007 H-3 Drilling rig 53,4% Borgny Dolphin 1977 H-3 Drilling rig 53,4% Borgsten Dolphin 1975 H-3 Drilling rig 53,4% Byford Dolphin 1973 H-3 Drilling rig 53,4% Bideford Dolphin 1975/1999 H-3 Drilling rig 53,4% Borgland Dolphin 1976/1999 H-3 Drilling rig 53,4% Borgholm Dolphin 1975 H-3 Service rig 53,4% 1) Belford Dolphin 2000 DP Drillship 40 362 grt 53,4% Blackford Dolphin 1974/2008 H-3 Drilling rig 53,4% 1) DP = Dynamic Positioning
Fred. Olsen Production ASA: 1) Petroleo Nautipa 1974/1998 FPSO 141 330 dwt 30,8% 1) Knock Dee 1974/1996 FSO & Shuttle 128 358 dwt 61,5% 1) Knock Allan 1992/2008 FPSO 145 242 dwt 61,5% 1) Knock Adoon 1985/2006 FPSO 244 942 dwt 61,5% 1) FPSO = Floating Production, Storage and Offloading vessel 1) FSO = Floating Storage and Offloading vessel
Cruise: Black Watch 1972/1982/2005 Cruise 28 613 grt 100,0% Braemar 1993/2001/2008 Cruise 19 089 grt 100,0% Boudicca 1973/2006 Cruise 28 372 grt 100,0% Balmoral 1998/2008 Cruise 43 537 grt 100,0%
Shipping: Knock Sheen 1998 Tanker 159 989 dwt 100,0% Storm Bay 1983 Reefer 476 278 Cu. ft. 100,0% Condor Bay 1990 Reefer 527 401 Cu. ft. 39,0% Sea Phoenix 1992 Reefer 400 884 Cu. ft 20,0% Marine Phoenix 1994 Reefer 400 884 Cu. ft 20,0% Ivory Ace 1990 Reefer 527 511 Cu. ft. 8,0% Santos 1985 Container 1 126 TEU - Ocean Supplier 1984 AHTS ME 303, BHP: 13 312, B. Pull: 143 t 21,0% Ocean Supporter 1983 AHTS Huskey, BHP: 10 880, B. Pull: 124 t 20,0% Nobleman 1983 AHTS ME 303, BHP: 13 040, B. Pull: 140 t 15,0% Ocean Viking 1983 AHTS ME 303, BHP: 13 040, B. Pull: 141 t 15,0% In addition, the shipping segment includes minor interests in 9 reefer vessels on long term bareboat charters with purchase options/obligations to Korean operators.
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Ganger Rolf ASA fleet list as of 31 December 2009
Company /segment / Building year Type Tonnage / capacity Ownership Vessel
Fred. Olsen Energy ASA: Bredford Dolphin 1976/2007 H-3 Drilling rig 26,7% Borgny Dolphin 1977 H-3 Drilling rig 26,7% Borgsten Dolphin 1975 H-3 Drilling rig 26,7% Byford Dolphin 1973 H-3 Drilling rig 26,7% Bideford Dolphin 1975/1999 H-3 Drilling rig 26,7% Borgland Dolphin 1976/1999 H-3 Drilling rig 26,7% Borgholm Dolphin 1975 H-3 Service rig 26,7% 1) Belford Dolphin 2000 DP Drillship 40 362 grt 26,7% Blackford Dolphin 1974/2008 H-3 Drilling rig 26,7% 1) DP = Dynamic Positioning
Fred. Olsen Production ASA: 1) Petroleo Nautipa 1974/1998 FPSO 141 330 dwt 15,4% 1) Knock Dee 1974/1996 FSO & Shuttle 128 358 dwt 30,8% 1) Knock Allan 1992/2008 FPSO 145 242 dwt 30,8% 1) Knock Adoon 1985/2006 FPSO 244 942 dwt 30,8% 1) FPSO = Floating Production, Storage and Offloading vessel 1) FSO = Floating Storage and Offloading vessel
Cruise: Black Watch 1972/1982/2005 Cruise 28 613 grt 50,0% Braemar 1993/2001/2008 Cruise 19 089 grt 50,0% Boudicca 1973/2006 Cruise 28 372 grt 50,0% Balmoral 1998/2008 Cruise 43 537 grt 50,0%
Shipping: Knock Sheen 1998 Tanker 159 989 dwt 50,0% Storm Bay 1983 Reefer 476 278 Cu. ft. 50,0% Condor Bay 1990 Reefer 527 401 Cu. ft. 19,5% Sea Phoenix 1992 Reefer 400 884 Cu. ft 10,0% Marine Phoenix 1994 Reefer 400 884 Cu. ft 10,0% Ivory Ace 1990 Reefer 527 511 Cu. ft. 4,0% Santos 1985 Container 1 126 TEU - Ocean Supplier 1984 AHTS ME 303, BHP: 13 312, B. Pull: 143 t 10,5% Ocean Supporter 1983 AHTS Huskey, BHP: 10 880, B. Pull: 124 t 10,0% Nobleman 1983 AHTS ME 303, BHP: 13 040, B. Pull: 140 t 7,5% Ocean Viking 1983 AHTS ME 303, BHP: 13 040, B. Pull: 141 t 7,5% In addition, the shipping segment includes minor interests in 9 reefer vessels on long term bareboat charters with purchase options/obligations to Korean operators.
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