Listing Prospectus of 4
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Aker Yards ASA, listing prospectus of 4. December 2007 Registration document Listing Prospectus Aker Yards ASA Registration document Joint lead managers Oslo, 4. December 2007 1 of 43 Aker Yards ASA, listing prospectus of 4. December 2007 Registration document Important information 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 nor 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 Arranger, available at its websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arranger may prevent employees of the Arranger who are preparing this presentation from utilizing or being aware of information available to the Arranger 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. 2 of 43 Aker Yards ASA, listing prospectus of 4. December 2007 Registration document Table of contents: 1. Risk factors ...................................................................................................................4 2. Definitions...................................................................................................................10 3. Persons responsible ......................................................................................................11 4. Statutory Auditors ........................................................................................................12 5. Information about the issuer ..........................................................................................13 6. Business overview ........................................................................................................14 7. Organizational structure ................................................................................................25 8. Trend information.........................................................................................................27 9. Administrative, management and supervisory bodies .........................................................33 10. Major shareholders .....................................................................................................37 11. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses.......................................................................................................................38 12. Third party information and statement by experts and declarations of any interest ...............40 13. Documents on display .................................................................................................41 Cross Reference List .........................................................................................................42 Aker Yards' memorandum and articles of association.............................................................43 3 of 43 Aker Yards ASA, listing prospectus of 4. December 2007 Registration document 1. Risk factors Readers of this Listing Prospectus should carefully consider all of the information contained herein, and in particular the following factors, which may affect some or all of the Group’s activities or bonds. This list is not exhaustive. The actual results of the Group could differ materially from those anticipated in the forward looking statements as a result of many factors, including the risks described below and elsewhere in this Listing Prospectus. 1.1 Financial risks The Group’s industrial nature with long-term contracts and international presence give exposure to financial risks. The Group uses different financial instruments to active operate its financial exposure. Management of financial risks is done based on internal regulations. 1.1.1 Credit risk Credit risk that comes from commercial contracts, are managed by the different business units. A credit rating is done of the shipowner at contract signing. Normally the shipowner have the financial pledge in place within signing. The Group’s financial assets are in all material aspects placed in cash deposits. Investments are allowed only to be placed in liquid securities and only with counterparties that have a credit rating equal to or better than the Group’s credit rating. 1.1.2 Interest rate risk The Group’s interest bearing liabilities at 31. December 2006 were in all major extent related to floating interest rate (Libor, Euribor, Nibor). The expose of interest rate in the Group is mainly related to interest bearing loan in different currencies. This is mainly neutralized by relatively large cash deposits. In order to reduce interest risks, interest rate swaps are used. 1.1.3 Foreign currency risk The Group have a rigid policy of hedging of currency risks. When contract price normally is entered into in local currencies, and the costs of the project is in large extend in local currency, the currency exposure of the projects is relatively small. Any possible net exposures in single currencies are normally hedged when a contract is entered into. 1.1.4 Financial leverage and ability to service debt The Group is moderately leveraged and may continue to be so for a long period. The degree of financial leverage of the Group may have several adverse consequences, including the need to manage the Group’s businesses in a way to service its debt and other financial obligations. Should the current financing not be sufficient to meet the Group’s financing needs, the Group may be forced to reduce or delay capital expenditures or research and development expenditures or sell assets or businesses at unanticipated times and/or on unfavourable prices or other terms, or to seek additional equity capital or to restructure or refinance its debt. There can be no assurance that such measures would be successful, would be adequate to meet debt and other obligations as they come due, or would not result in the Group being placed in a less competitive position. 1.1.5 Ability to satisfy liquidity requirements and to finance future operations The businesses in which the Group operates are capital intensive and demand substantial capital resources. The Group is dependent upon having access to construction loans and prepayment bonds to close new orders and finance projects. Should the Group experience weakening markets and lower cash flow, or difficulties in raising sufficient construction loans and for prepayment bonds, it may have to make substantial changes including curtailments to its businesses to finance its continued operations. 1.1.6 Risks related to performance bonds and guarantees In some projects the