Bonheur ASA, prospectus of 6 June 2012
Registration Document
Prospectus
Bonheur ASA
Registration Document
Oslo, 6 June 2012
Joint Lead Managers:
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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.
This 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 its subsidiaries and affiliates) lines of business. This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their respective websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this Registration Document from utilizing or being aware of information available to the Joint Lead Managers and/or any of their affiliated companies and which may be relevant to the recipient's decisions. The Joint Lead Managers and/or any of their 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 Joint Lead Managers' 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 Registration Document 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 this 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 this Registration Document by Finanstilsynet (the Financial Supervisory Authority of Norway) implies that this Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute this Registration Document in any jurisdiction where such action is required.
The Registration Document together with a Securities Note constitutes the Prospectus.
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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 ...... 16 8 Trend information ...... 17 9 Administrative, management and supervisory bodies ...... 19 10 Major shareholders ...... 21 11 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses ...... 23 12 Third party information and statement by experts and declarations of any interest ...... 26 13 Documents on display ...... 26 Cross Reference List ...... 27 Joint Lead Manager's disclaimer ...... 28 Bonheur ASA Articles of Association ...... 29 Ganger Rolf ASA Articles of Association ...... 31 Bonheur ASA fleet list as per 31 December 2011 ...... 33 Ganger Rolf ASA fleet list as per 31 December 2011 ...... 34
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1 Risk factors Risk factors The risk factors for the issuer and the Group are deemed to be equivalent for the purposes of this Registration Document. The Group'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 Group 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 recognized quarterly in the income statement 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 Group is 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 Group enters 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 Group enters into and the specific loans and financial lease commitments of the Group. 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 Group enters also into interest rate swap agreements which are not directly related to specific loans or financial lease commitments.
Currency risk The Group is exposed to currency risk by the purchases, sales, assets and liabilities in other currencies than NOK, primarily the currencies GBP, USD and EUR.
The Group accounts are presented in NOK. The Group is closely monitoring the currency markets, and enters 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 Group'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 Group's financial items.
Bunker price The Group is exposed to fluctuations in bunker prices, which are 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. The portion of the bunker expenses that is hedged varies over time.
Electricity price Until 2010 FOR has not been exposed to short-term fluctuations of spot electricity prices due to the contract structures related to FOR’s wind farms in operation, whereby the contract prices are based on fixed electricity prices. However, the contract structure related to Crystal Rig II is based on fluctuating electricity prices. At present no financial contracts have been entered into to reduce that exposure.
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 Group is 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 2010 Bonheur ASA' annual report of 2010
Company Annual Report 2011 Bonheur ASA' annual report of 2011
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.
DP Dynamic Positioning
EBITDA Earnings before interest, tax, depreciation and amortization
EEA European Economic Area
E&P Exploration and production
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
Group The Company and the Guarantor and their subsidiaries from time to time
Guarantor Annual Report 2010 Ganger Rolf ASA' annual report of 2010
Guarantor Annual Report 2011 Ganger Rolf ASA' annual report of 2011
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.
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IFRS International Financial Reporting Standards
ISIN International Securities Identification Number
ITFH IT Fornebu Holding AS
NCS Norwegian Continental Shelf
NGAAP Generally accepted account principles in Norway
NOK Norwegian kroner
Registration Document This document dated 6 June 2012
VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen ASA
YOY A method of evaluating two or more measured events to compare the results at one time period with those from another time period (or series of time periods), on an annualized basis.
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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: Bonheur ASA, Fred. Olsens gt. 2, N-0152 Oslo, Norway
3.2 Declaration by persons responsible Responsibility statement: Bonheur ASA confirms that, having 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), 6 June 2012
Bonheur ASA
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4 Statutory Auditors
4.1 Names and addresses The Company’s and the Guarantor's auditor for 2010 and 2011 has been KPMG AS, independent public accountants, located at P.O. Box 7000 Majorstuen, Sørkedalsveien 6, N-0306 Oslo, Norway.
State Authorised Public Accountant Asbjørn Næss has been responsible for the Auditor's report for 2010 and 2011.
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 Guarantor 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 industry. Investments are normally made jointly (50/50).
The activities of the Company and the Guarantor and their subsidiaries take place in several countries, the main offices are in Norway, Sweden, the UK, Malta, Singapore, Bermuda and Brazil.
Main business segments as per 31.12.2011:
History and development
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Registration Document 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 7 March 2012 prepared by DNB Markets.
No slowdown in expected E&P spending in 2012 and 2013 2012 E&P spending increase of 17% The contributing oil companies to the E&P Spending update of 7 March 2012 expect to raise E&P spending by 17% in 2012, a 9%-point increase since the E&P Spending Report of August 2011 prepared by DNB Markets, bringing total E&P spending to USD610bn. The oil companies seem unaffected by the economic turmoil in the eurozone, and continue to scale up their E&P budgets to reach their growth targets. Respondents cited increased activity and a stable/high oil price as the main drivers of the increase.
All segments bar large-cap independents have raised their 2012 spending estimate since August 2011, led by the small-cap independents (up 14%-points), although in USD terms, the spending increase is driven by the NOCs and the majors (taking their spending up by 11%-points and 10%-points, respectively). The NOCs benefit from Petrobras seeing investments slip from 2011 into 2012. The small-cap independents, large-cap independents, NOCs and majors expect to ratchet up their E&P spending by 26%, 11%, 20% and 14%, respectively, in 2012.
In DNB Markets’ view, the expected increase in spending is due to: A high and stable oil price. The oil price remains stable above USD100/bbl, exceeding the oil companies’ 2011 comfort zone, and in turn boosting their cash flow and confidence. However, bear in mind that the political unrest in the Middle East is a major contributor to this high oil price. Demand continues to outpace supply growth. Demand for oil and gas continues to increase, and oil companies are struggling to expand their production bases faster than the depletion rate. Cost inflation continues to put its stamp on spending. As the oil companies step up activity levels, utilisation in the oil service sector increases. This creates upward pressure on oil service prices, meaning the oil companies need to invest even more to achieve their growth ambitions.
2013 E&P Spending expected to increase by 10% DNB Markets estimates the 2013 E&P spending will increase by 10% in 2013 compared to 2012 levels, bringing the total spending to USD674bn. DNB Markets’ 2013 estimate is based on a segmented growth analysis.
The oil companies interviewed in this report indicated a continued spending increase in 2013. However, the majority of them could not disclose specific budgets, although they strongly indicated a continued increase if the fundamentals stays in place. With the outlook of increased oil and gas demand, and an oil price estimate of USD120/bbl, DNB Markets believes that dominating spending drivers are in place for continuation of E&P spending growth.
DNB Markets estimate the 2013 spending by aggregating growth in selected sub-segments (seismic, drilling, SPS, floating production, SURF, other and leasing). The 80/20 split between exploration and production spending is based on historical spending figures. DNB Markets’ segmental growth model indicates a 10% and 11% growth for exploration and development spending respectively.
Cost inflation putting its mark on spending again 1 According to the CERA upstream capital cost index, average costs in the upstream E&P business increased ~7% YOY in 2011 due to greater activity and utilisation within the oil service sector. DNB Markets believes the cost index will rise by ~9%-points in 2012 as E&P spending continues to increase and the oil service market tightens.
The CERA upstream capital cost index splits E&P spending growth into activity growth and price inflation. The downturn in 2009 resulted in a downward adjustment to oil service prices, and oil service companies reduced their prices to stay competitive. The spending decrease in 2009 was mainly due to lower prices and activity levels stayed flat. While the spending increase in 2010 was driven by an uptick in activity, and received a further boost in 2011 from inflation.
The ratio of inflation to activity growth indicates whether an oil or oil services company gets more out of one incremental dollar invested. DNB Markets expects continued pressure on prices in 2012 and beyond, and see upside risk to E&P spending if oil companies intend to maintain their growth targets. Whether oil service companies benefit from increased prices depends on cost inflation in the entire value chain and whether service companies experience similar cost inflation in wages and suppliers. In the 2005–2008 period, the service
1 The Cambridge Energy Research Associates (CERA) Upstream Capital Cost index is a measurement of cost inflation in upstream E&P business as it tracks the cost of equipment, facilities, materials and personnel used in the construction of 28 onshore, offshore, pipelines and LNG projects.
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Registration Document companies benefitted from price increases above general cost inflation in the value chain. When looking at what is implied in the estimates going forward, cost increases seem to be more embedded through the value chain. DNB Markets argues any increase in earnings will come from volumes rather than margin growth.
Increased activity yield increased spending The majority of oil companies cited brisker activity as the primary driver of increased E&P spending outlooks for 2011 and 2012. Of the oil companies surveyed, 88% indicated increased activities, while 12% indicated higher prices in oil services as the main driver. The uptick in E&P spending outlook due to higher prices reflects DNB Markets’ view of an expected increase in price inflation in oil services. At the same time, the oil companies are determined to step up activity levels.
Strong fundamentals underpin spending growth DNB Markets argues that strong fundamentals in the oil and gas industry support a continued increase in E&P spending. The contributing oil companies to the E&P Spending update of 7 March 2012 reported a reserve replacement ratio (RRR) below 100% in 2011, and strengthening global demand outpaced supply growth. This created the fundamentals on which prospects for a high oil price in the next few years are based on. Additionally, the respondents participating in the update report highlighted several key trends that justified increased E&P spending: The oil price has stabilised in the upper realms of the 2011 comfort zone, USD100/bbl and USD65/bbl for upwards and downwards revisions, respectively. This stable high oil price supports an increase in expected E&P spending for 2011 and 2012. Oil companies' oil price estimates are now slightly higher than in the E&P Spending Report of August 2011. However, DNB Markets still believes they are conservative: DNB Markets forecasts USD105/bbl for 2012, while the respondents guided an average of USD90/bbl. Oil companies experienced an organic RRR of 87% in 2010. They need to increase the production base to achieve sustainable growth. Cost inflation means oil companies need to escalate spending to meet their growth targets. DNB Markets estimates cost inflation of ~9% for 2012. 66% of the small-cap independents and 44% large-cap independents reported capital constraint as the main factor limiting E&P spending. This indicates that they have increased their spending as much as their cash flow can handle. The oil companies are expanding capacity in all segments (seismic, drilling, subsea construction services, subsea equipment services, maintenance and modifications, and operation), a sign of determination to reach their activity goals.
Oil price in the upper range of the comfort zone In the E&P Spending Report of August 2011 the oil companies indicated USD100/bbl and USD65/bbl for upward and downward revisions to their spending budgets, respectively. The oil price has remained above the upper level of the comfort zone, which DNB Markets argues can explain the raised E&P spending budgets for 2011 and 2012. DNB Markets believes a continuation of this trend could trigger another spending increase.
Oil price estimates in line with 2011 report The oil companies surveyed indicated oil price estimates slightly higher than in the E&P Spending Report of August 2011, with an average of USD90/bbl for 2012e, and an increase of 20% compared with the E&P Spending Report of 2010. However, DNB Markets still believes the oil companies are being conservative. DNB Markets forecasts an oil price of USD105/bbl in 2012 (and USD120/bbl in 2013), which exceeds the oil companies’ comfort zone, creating an upside risk to E&P spending budgets.
Capital constraint limits spending the most DNB Markets argues the main factors limiting oil companies’ spending are capital constraints and access to equipment and services. 39% of the respondents indicated that capital constraint was the most limiting factor for E&P spending, a 13%-point increase from the E&P Spending Report of August 2011 report and DNB Markets believes is a result of a stable/high oil price, which has led the independents to step up their spending to match their cash flow. The fact that 25% cited access to equipment and services as a limiting factor supports DNB Markets’ view that cost inflation is likely to increase in 2012 with an uptick in utilisation.
Expecting increase in capacity in all segments The majority of the respondents indicated an increase in capacity in all segments. 85% and 72% of the oil companies surveyed indicated that they are expanding capacity in the drilling and seismic segments, respectively. With the high oil price and the fundamentals in place, the oil companies aim to lock-down contracts before cost inflation materialises. This is especially evident in the drilling and seismic segments, but DNB Markets can also see the trend in the other segments.
Strong momentum in E&P spending on the NCS
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Registration Document Activity level is particularly brisk on the NCS. Exploration and production spending on the NCS reached a record NOK146bn in 2011, and Statistics Norway (a government backed statistics agency in Norway) expects a further 27% increase in 2012.
Statistics Norway’s 2012 assumption is driven by investments in existing fields (+42% YOY increase) and new field developments (+30% YOY). DNB Markets argues that the combination of ageing infrastructure and prolonged production from existing fields will require massive modification and upgrades to the installations in the North Sea. In addition, in DNB Markets’ opinion recent discoveries increase spending visibility on the NCS well beyond 2014 (recent major discoveries include Johan Sverdrup, Skrugard and Havis).
Since May 2011, the oil companies on the NCS have increased their 2012 spending budgets by ~30%, which DNB Markets believes is a reflection of what has been seen on a global scale in 2011: going into 2011 the oil companies were concerned about the resilience of the recovery in the global economy and did not trust the high oil price. However, the resilience of the oil price into H2 2011 boosted both confidence and cash flow and triggered a steep uptick in spending budgets for 2012.
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 53.8 % [26.9 %] 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 has ordered a drillship which is due to be delivered in 2013. FOE owns 92.2 % of Harland & Wolff shipyard in Belfast.
FOE was established in 1997 through the merger of the offshore activities of Bonheur ASA and Ganger Rolf 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. 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. The yard has also continued to develop as a logistics and assembly base for offshore windfarms.
In 2011, FOE generated operating revenues of NOK 6 471 million and operating result before depreciation (EBITDA) was NOK 3 541 million.
Contract schedule as per 7 May 2012:
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Floating production
FPSO vessels 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.
The activities within floating production comprise the ownership of 61.9 % [30.9 %] in Fred. Olsen Production ASA (together with subsidiaries “FOP”), which has been listed on Oslo Stock Exchange since 2007. FOP operates a fleet of three Floating Production Storage and Offloading (FPSO) (one jointly 50/50 owned) for lease to clients in the international oil and gas market. In addition, FOP renders management services for the operation of a production jack-up to an oil company. FOP has been active in the oil & gas production business since 1994.
FOP manages its activities from offices in Singapore, Norway, Nigeria and Gabon.
In 2011 FOP’s operating revenues amounted to NOK 619 million and operating result before depreciation (EBITDA) was NOK 245 million.
Contract status as per May 2012:
Renewable Energy The investments within renewable energy is organized through Fred. Olsen Renewables AS [50 %] with subsidiaries (“FOR”). FOR is primarily engaged in development, construction and operation of wind farms. At the end of the first quarter 2012 the installed capacity in operation was 323 MW.
The wind farm portfolio also includes construction of a windfarm at Lista (71 MW), concessions for additional 160 MW in the UK, 25 MW in Sweden, 192 MW in Norway and 50% of the consented offshore wind project Codling, of which the share of the potential capacity is approximately 500 MW.
FOR’s operating revenues in 2011 amounted to NOK 570million, based on an annual production of 836 GWh. Operating result before depreciation (EBITDA) was NOK 405 million.
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Project portfolio – wind power as per 23 February 2012:
Cruise The cruise business is managed through First Olsen (Holdings) Ltd. [50 %] and its subsidiary Fred. Olsen Cruise Lines Ltd. in Ipswich, UK (“FOCL”). FOCL operates 4 cruise ships with an overall berth capacity of approximately 3 850 passengers. Offering cruise holidays from 2 to 108 nights FOCL provides a diverse range of cruises to attract its passengers. The ships’ itineraries include inter alia long voyages (e.g. round the world), fly/cruises to the Caribbean and ex UK cruises to Scandinavia, Mediterranean and Canary Islands. In 2011 the company carried about 100 000 passengers.
Operating revenues within cruise in 2011 amounted to NOK 1 687 million and operating result before depreciation (EBITDA) was NOK 234 million.
Shipping The shipping activities are organised through First Olsen Ltd (“FOL”) [50 %]. At year end the segment includes two suezmax vessels in operation in the spot market. FOL is the owner of Fred. Olsen Windcarrier AS (“FOW”). In February 2010 FOW entered into agreements with Lamprell Energy Ltd. for the construction of two transport- and installation vessels for offshore wind turbines. The vessels are being built at the Jebel Ali yard in Dubai with contracted deliveries in the second and fourth quarter 2012, respectively. In February 2011 FOW entered into agreements with Båtservice Mandal AS for the construction of four crewboats for transportation of service technicians to and from offshore wind turbine installations. All the four crewboats have been delivered and obtained contracts. Adding to a previously existing crewboat, the total number of crewboats in operation is thus five vessels. In March 2012 a contract for an additional three of these crewboats was signed with the same yard. Of the three vessels, two are scheduled to be delivered during the fourth quarter of 2012, and one during the first quarter of 2013.
Other investments Other investments includes the ownership of 86.6 % [30.3 %] of the shares in the fish farming company GenoMar AS, which is engaged in production and development of a fish species named Tilapia, a white freshwater fish predominantly found in areas near the equator. The Group of companies also holds 35.6 % [17.6 %] of NHST Media Group AS, which includes the newspapers Dagens Næringsliv, TradeWinds, Upstream, Europower and Fiskaren. Nautisk Forlag, focusing on printed and electronic naval maps, is also part of the NHST Media Group AS. In addition, web based services have been developed over the past few years. The Group of companies also has an ownership of 12.6 % [6.3 %] in the property development company IT Fornebu Properties AS.
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7 Organizational structure
7.1 Description of group that issuer is part of Bonheur ASA is a holding company and 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 2011
Subsidiary Country of incorporation Ownership interest 2010 2011 Ganger Rolf ASA Oslo, Norway 62.13 % 62.13 % Fred. Olsen Energy ASA Oslo, Norway 53.77 % 53.77 % Fred. Olsen Renewables AS Oslo, Norway 100.00 % 100.00 % First Olsen Ltd Oslo, Norway 100.00 % 100.00 % Fred. Olsen Production ASA 1) Oslo, Norway 61.89 % 62.25 % Fred. Olsen Cruise Lines Ltd Ipswich, UK 100.00 % 100.00 % Fred. Olsen Cruise Lines Pte Ltd Singapore 100.00 % 100.00 % Borgå II AS Oslo, Norway 100.00 % 100.00 % Fred. Olsen Travel AS Oslo, Norway 100.00 % 100.00 % Fred. Olsen Brokers AS Oslo, Norway 100.00 % 100.00 % Fred. Olsen Fly og Luftmateriell AS Oslo, Norway 100.00 % 100.00 % Stavnes Byggeselskap AS Oslo, Norway 100.00 % 100.00 % Oslo Shipholding AS Oslo, Norway 100.00 % 100.00 % Laksa II AS Oslo, Norway 100.00 % 100.00 % Knock Holding II AS Oslo, Norway 100.00 % 100.00 % GenoMar AS 2) Oslo, Norway 60.58 % 86.48 % FO Capital Ltd. Valletta, Malta 100.00 % 0.00 % Fred. Olsen Spedisjon AS 3) Oslo, Norway 97.14 % 97.14 % Fred. Olsen Canary Lines S.L. 3) Spain 100.00 % 100.00 % Felixstowe Ship Management Ltd. 3) UK 99.85 % 99.85 %
1) During 2011 Bonheur ASA has increased it’s ownership in Fred. Olsen Production ASA through Fred. Olsen Production ASA’s purchase of own shares. 2) During 2011 Bonheur ASA increased it’s ownership in GenoMar AS through GenoMar’s private placement bringing the ownership in GenoMar AS to 86.48%. 3) Based on Bonheur’s ownership interest the companies are classified as subsidiaries, but due to no or insignificant activity the companies are not consolidated in the Bonheur Group of companies.
Subsidiaries of the Guarantor as of 31 December 2011:
Subsidiary Country of incorporation Ownership interest 2010 2011 Borgå AS Oslo, Norway 100.00 % 100.00 % Laksa AS Oslo, Norway 100.00 % 100.00 % Knock Holding AS Oslo, Norway 100.00 % 100.00 %
7.2 Issuer dependent upon other entities The Company and Guarantor are dependent upon other entities. As of 31 December 2011, the Company and/or the Guarantor has issued guarantees in favor of subsidiaries as described below. It follows from the guarantees that parts or all of the guarantee commitments will be honored by the Company and/or the Guarantor in the event of default of some or all of the subsidiaries.
Cruise vessels NOK 534,500,000 Wind farms NOK 245,400,000 Total guarantee commitments NOK 779,900,000
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8 Trend information Outlook as per 4Q 2011
Offshore drilling The offshore drilling markets experienced increased activity in 2011 compared to 2010, especially in the second half of 2011 and into 2012. This has materialized in longer term contracts and increased contracting lead-times. The effects have been most pronounced in the ultra deepwater and harsh environment segments, but the overall picture shows strengthening in all offshore drilling segments. The increased activity has continued into 2012 and the future prospects are positive.
Floating Production Fred. Olsen Production ASA entered into a letter of intent with PetroVietnam Technical Services Corporation, Vietnam, on December 9th 2011 on behalf of a joint venture to be established between Marubeni Corporation, Japan and Fred. Olsen Production ASA, relating to contracts for construction and installation and subsequent chartering of an FPSO (the "Contracts") for Thang Long & Dong Do oil fields offshore Vietnam. Contract award is subject to the parties entering into a final agreement.
The total market demand for FPSOs continues a slow upward trend, but the number of lease projects remains below market expectations. Asia is the most active market in terms of demand, with highest activity in Vietnam, Malaysia and Indonesia. Few projects have materialized in West Africa during the last year, with the exception of high-end projects.. Brazil has a continued high project volume, though dominated by large local consortium projects. Political & regulatory uncertainty continues to delay projects in some countries.
As a whole 2011 delivered 13 FPSO contract awards (excluding Prelude FLNG): 10 lease and 3 turnkey or EPC. Of the leased units, only 5 were competitive open tenders, with the remainder split between redeployments (4) and direct awards (1).
Renewable Energy Fred. Olsen renewables AS (FOR) holds a wind farm portfolio of about 2.700 MW undeveloped onshore projects, of which 693 MW is consented, including 71 MW presently under construction. The remaining are projects with secured land and ongoing project development. In addition, FOR holds 50% of a consented project (Codling, offshore Ireland) of approximately 500 MW.
Cruise Since the fleet capacity expansion in 2008, Fred. Olsn Crusie Lines Ltd. (FOCL) has focused its attention on product delivery through a range of initiatives to improve the on-board product and refining its itineraries and selecting destinations. This includes short duration “mini” cruises which has allowed passengers new to cruising to experience the product, mid-duration cruises departing from the UK (7 – 14 nights) to Northern and Southern Europe and for the more adventurous passengers, long cruises around the world.
Shipping/ Offshore wind A subsidiary of Fred. Olsen Windcarrier AS has two offshore state-of the art jack up installation vessels for the offshore wind industry under construction at Lamprell ship yard, Dubai, with scheduled deliveries in 2nd and 4th quarter 2012 respectively.
Fred. Olsen Windcarrier AS has in operation five crewboats for the offshore wind industry. Current contracts run until year end 2012. Further, the company has three additional vessels under construction at Båtservice Mandal AS, scheduled to be delivered during 2012 and 2013. Four vessels will operate in UK waters supporting the development of offshore wind farms.
Fred. Olsen United AS, a First Olsen Ltd subsidiary, offering integrated turnkey solutions to the offshore wind industry, has been awarded contracts for the supply of three complete meteorological masts including foundations to be installed in UK waters in the third quarter 2012.
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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. For further information, see clause 11.6 (“Significant change in the Group’s financial or trading position”).
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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 Olsen Chairman Bonheur ASA, Fred. Olsens gate 2, N-0152 Oslo, Norway Anette S. Olsen Director Bonheur ASA, Fred. Olsens gate 2, N-0152 Oslo, Norway Pauline Walsh 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 Boards of Bonheur ASA and Ganger Rolf ASA since 1955. He is Honorary Professor of the Heriot-Watt University, Edinburgh, 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. Ms. Olsen is a Norwegian citizen and resides in Oslo, Norway.
Pauline Walsh (1967) has been a member of the Boards of Bonheur ASA and Ganger Rolf ASA since December 2010. Ms Walsh is a BEng (Hons) in Mechanical Engineering from University College Dublin, Ireland (1988) and also holds an MBA from IMD in Lausanne, Switzerland (1998). She was appointed CEO of Fred. Olsen Ltd., London in January 2010. Ms Walsh benefits from broad experience earned in executive positions with companies like Ford, ABB and Philips. Pauline Walsh came to Fred. Olsen Ltd. from the position as Deputy Managing Director of Philips Lighting, UK. Ms Walsh is a member of the Audit Committee of Bonheur ASA and Ganger Rolf ASA. She is an Irish citizen, resident in Surrey, UK.
Anna Synnøve Bye (1942) has been a member of the Boards of Bonheur ASA and Ganger Rolf ASA 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), 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 Boards of Bonheur ASA and Ganger Rolf ASA 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
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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 Steen HR 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.
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.
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 2011, Fred. Olsen & Co. invoiced the Company and the Guarantor each NOK 26.8 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 31 December 2011 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 31 December 2011 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 per 23 May 2012:
Shareholder Shares % Invento AS 12,021,273 29.47 % Ganger Rolf ASA 8,443,640 20.70 % Quatro A/S 8,429,277 20.67 % Skagen Vekst 1,192,594 2.92 % Pareto Aksje Norge 1,168,025 2.86 % Trassey Shipping Lim 793,740 1.95 % Nordea Nordic Small 712,922 1.75 % Odin Offshore 574,463 1.41 % Pareto Aktiv 520,401 1.28 % Odin Europa SMB 370,403 0.91 % Pareto Verdi VPF 307,114 0.75 % State Street Bank 294,375 0.72 % Odin Norge 251,721 0.62 % Citibank NA New York 219,385 0.54 % Oslo Pensjonsforsikr 216,000 0.53 % MP Pensjon PK 179,600 0.44 % KLP Aksje Norge 175,574 0.43 % Odin Maritim 175,120 0.43 % Skandinaviska En 136,799 0.34 % A/S Herdebred 107,116 0.26 % 36,289,542 88.98 %
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Below are list of the 20 largest shareholders of Ganger Rolf ASA per 23 May 2012:
Shareholder Shares % Bonheur ASA 21,032,197 62.13 % Skagen Vekst 1,273,817 3.76 % Odin Norge 1,066,362 3.15 % Nordea Nordic Small 1,024,912 3.03 % KLP Aksje Norge VPF 678,268 2.00 % MP Pensjon PK 662,400 1.96 % Kommunal Landspensjonskasse 412,134 1.22 % Lombard Odier Darier General Dossier 411,307 1.21 % Citibank NA New York 402,700 1.19 % Invento AS 375,917 1.11 % Quatro A/S 375,916 1.11 % Pactum AS 325,000 0.96 % Odin Maritim 311,265 0.92 % JPMorgan Chase Bank Special Treaty 280,600 0.83 % Verdipapirondet HAN Norge 275,000 0.81 % KBC Securities 246,972 0.73 % Odin Offshore 241,223 0.71 % Intertrade Shipping 185,000 0.55 % KBC Securities 171,326 0.51 % Veen A/S T.D. 160,500 0.47 % 29,912,816 88.36 %
10.2 Change in control of the Company There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
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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 the date of each statement.
The Bonheur Group's accounting policies are shown in Company Annual Report 2011, pages 18-24, note 2 and 3 and Company Annual Report 2010, pages 18-24, note 2 and 3. The Ganger Rolf Group's accounting policies are shown in Guarantor Annual Report 2011, pages 18-22, note 2 and 3 and Guarantor Annual Report 2010, page 18-22, note 2 and 3.
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 2011.
The Bonheur's accounting policies are shown in Company Annual Report 2011, page 64. The Ganger Rolf's accounting policies are shown in Guarantor Annual Report 2011, page 51.
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 Annual Report of 2011 and the Company Annual Report of 2010.
Annual Report 2011*) 2010
Bonheur ASA Consolidated Consolidated income statement 12 12 Consolidated balance 14-15 sheets 14-15 Consolidated cash 17 flow statement 17 Notes to the 18-60 consolidated financial statements 18-61
Bonheur ASA Income statement 61 62
Balance sheet 62 63 Cash flow statement 63 64 Notes to the financial 65-79 statements 66-79
*) including comparative figures for 2010
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Annual Report 2011*) 2010
Ganger Rolf ASA Consolidated Consolidated income statement 12 12 Consolidated balance 14-15 sheets 14-15 Consolidated cash 17 flow statement 17 Notes to the 18-47 consolidated financial statements 18-48
Ganger Rolf ASA Income statement 48 49
Balance sheet 49 50-51 Cash flow statement 50 52 Notes to the financial 52-66 statements 54-68
*) including comparative figures for 2010
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 2011 and 2010 has been audited.
A statement of audited historical financial information for the Company is given in and the Company Annual Report of 2011 pages 81-82 and the Company Annual Report of 2010 pages 81-82.
A statement of audited historical financial information for the Guarantor is given in and the Guarantor Annual Report of 2011 pages 68-69 and the Guarantor Annual Report of 2010 pages 70-71.
11.4 Age of latest financial information
11.4.1 Last year of audited financial information The last year of audited financial information is 2011.
11.5 Legal and arbitration proceedings There are several ongoing tax disputes between subsidiaries within the Group of companies and the Norwegian tax authorities.
One dispute related to the tax year 2005 for a subsidiary has increased taxable income related to specific transactions. The Norwegian tax authorities have filed a decision against the Group. The Group has challenged the decision.
Another dispute is related to the tax years 1999 and 2000 regarding a group contribution and reorganization within the Group of companies. The subsidiary (“Barient”) was originally taxed with NOK 75.0 million for the income year 2000 (Korreksjonsinntekt) and received a penalty tax of NOK 15 million. According to a Supreme Court ruling in September 2009 the basis for “Korreksjonsinntekt” was reduced by approximately 2/3, and the final
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Registration Document payable tax ended up with NOK 24.8 million. Including penalty tax and interest the final settlement was reduced from NOK 112 million to NOK 39 million.
For the year 1999 Barient was originally taxed with NOK 59 million. Including penalty tax and interest total payable amount ended up with NOK 113.5 million. The claim was challenged before the appeal entity (“Skatteklagenemda”). Skatteklagenemda partly took the views into accounts, and reduced the tax to NOK 51 million and deleted the penalty tax. By deleting the penalty tax, the tax authorities also removed the interest applied before 2009. The company is considering appealing the decision to the court and to challenge the remaining tax amount of NOK 51 million.
The tax authorities have filed decisions against subsidiaries regarding taxable income for previous years (2003- 2004). The decisions may lead to payable taxes of about NOK 264 million (including penalty tax and interests). The subsidiaries have challenged the decisions.
Bonheur ASA and Ganger Rolf ASA have both received a decision of change regarding the taxable income for 2006. The tax authorities claim that the split of the convertible bonds into ordinary bonds together with an option to purchase shares at the conversion price equates to realization and is therefore taxable. The issue is before the courts as the position of the companies is that gain on shares is free of tax (“Fritaksmodellen”). The position taken by the Tax authorities led to a payable tax in March 2011 of NOK 121 and NOK 112 million for Ganger Rolf ASA and Bonheur ASA respectively. The tax authorities gained support for their view by the court (Tingretten) in January 2012 albeit the Court expressed serious doubt about its conclusion and the decision have been appealed to the Supreme Court (Høyesterett). The amounts claimed from the fiscal authorities have been expensed in 4Q 2011 albeit the verdict will be appealed.
In February 2010 the Norwegian Supreme Court ruled that the tonnage tax transition rules enacted by the Parliament in 2007 was in breach of the Constitution due to its retroactive character. Three subsidiaries within the Group of companies were affected by this change in law; Fred. Olsen Shipping AS (FOS), Fred. Olsen Shipping II AS (FOS II) and Mopu AS (MOPU). FOS and FOS II had decided not to enter the new tonnage tax system, while MOPU did enter. As a consequence of entering the new tonnage tax system, MOPU realized a tax debt of NOK 113 million when leaving the old tonnage tax system. As a consequence of the ruling in the Supreme Court mentioned above this amount was reversed as tax income in the financial statement for 2009.
The impact on Fred. Olsen Shipping AS and Fred. Olsen Shipping II AS by this breach of the Constitution, paragraph 97, was that these companies were forced to leave the old tonnage tax system and by this pay 28% tax on income earned in the period 1996 – 2007 instead of 6,67% decided for the companies joining the new tonnage tax system. Both companies decided to take their cases to court and claim compensation for the added tax caused by the illegal ruling from 2007. The case was heard by the court (Tingretten) in September, and the companies lost their case, but have decided to appeal this decision to higher court.
Other than the above, none of the companies in the Bonheur Group have been involved in any governmental, legal or arbitration proceedings during the last twelve months and the Bonheur Group is not aware of any ongoing, pending or threatened governmental, legal or arbitration proceedings that may have or have had in the past a significant effect on the Company and/or the Bonheur 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 Markets E&P Spending update of 7 March 2012, 6.1.1 Industry overview available at DNB Markets, Stranden 21, N-0021 Oslo, Norway
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 Refers to Details Registration Document 11.1 Historical Company Annual Report 2011, available at Consolidated income statement page 12 Financial http://www.bonheur.net/arch/_img/9087769. Consolidated balance sheets pages 14-15 Information pdf Consolidated cash flow statement page 17 Notes to consolidated financial statements pages 18-60 Income Statement page 61 Balance sheet page 62 Cash flow statement page 63 Notes to financial statements pages 65-79
Company Annual Report 2010, available at Consolidated income statement page 12 http://www.bonheur.net/arch/_img/9086694. Consolidated balance sheets pages 14-15 pdf Consolidated cash flow statement page 17 Notes to consolidated financial statements pages 18-61 Income Statement page 62 Balance sheet page 63 Cash flow statement page 64 Notes to financial statements pages 66-79
Guarantor Annual Report 2011, available at Consolidated income statement page 12 http://www.ganger- Consolidated balance sheets pages 14-15 rolf.com/arch/_img/9087772.pdf Consolidated cash flow statement page 17 Notes to consolidated financial statements pages 18-47 Income Statement page 48 Balance sheet pages 49 Cash flow statement page 50 Notes to financial statements pages 56-66
Guarantor Annual Report 2010, available at Consolidated income statement page 12 http://www.ganger- Consolidated balance sheets pages 14-15 rolf.com/arch/_img/9086698.pdf Consolidated cash flow statement page 17 Notes to consolidated financial statements pages 18-48 Income Statement page 49 Balance sheet pages 50-51 Cash flow statement page 52 Notes to financial statements pages 54-68
11.3.1 Company Annual Report 2010, available at Auditors report pages 81-82 Statement of http://www.bonheur.net/arch/_img/9086694. audited pdf historical financial information Company Annual Report 2011, available at Auditors report pages 81-82 http://www.bonheur.net/arch/_img/9087769. pdf
Guarantor Annual Report 2010, available at Auditors report pages 70-71 http://www.ganger- rolf.com/arch/_img/9086698.pdf
Guarantor Annual Report 2011, available at Auditors report pages 68-69 http://www.ganger- rolf.com/arch/_img/9087772.pdf
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Joint Lead Manager's disclaimer
DNB Bank ASA and Swedbank First Securities (together the "Joint Lead Managers") have assisted the Company in preparing this Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaim 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 the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo (Norway), 6 June 2012
DNB Bank ASA Swedbank First Securities
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Ganger Rolf ASA Articles of Association
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Bonheur ASA fleet list as per 31 December 2011
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Ganger Rolf ASA fleet list as per 31 December 2011
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