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
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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.
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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
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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 parent company within the Group is required to post performance bonds and guarantees in favour of banks or customers in respect of project obligations, which is customary in the Group’s line of business. If any bond is successfully called, the Company is required to reimburse the issuer of the bond.
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Performance bonds are characterized in two broad categories: “on demand” bonds and “conditional” bonds. On demand bonds allow the client to call down on the funds from the issuing institution without the need to show proof of default or proof of damage. On demand bonds, therefore, carry the risk that the bond may be called, and the Group may be required to reimburse the issuer of the bond, without the customer having to establish fault. Sometimes, the Group has to provide on demand bonds to secure projects. The Group may not be able to anticipate if and when a customer may call an on demand bond, and such call may have a material adverse affect on the Group.
1.1.7 Ability to service indebtedness and funding of the Group's operations is dependent upon receipt of cash from subsidiaries As a holding company, the Company’s principal assets consist of its direct or indirect shareholdings in its subsidiaries. The ability of the Company to make required payments of interest and principal on its indebtedness and funding of the Group’s operations is affected by the ability of the subsidiaries to transfer available cash resources to parent companies. The transfer of funds to parent companies by its subsidiaries (by way of dividends, inter-company loans or otherwise) may be restricted or prohibited by legal and contractual requirements applicable to the respective subsidiaries and their directors. Such restrictions and prohibitions already exist for certain subsidiaries, and there can be no assurance, that limitations or restrictions on the transfer of funds between companies within the Group may not tighten in the event that the Group experiences difficulties in its liquidity and financial position.
1.1.8 Covenant compliance There can be no assurance that the Group will be able to meet all financial and other covenants relating to current or future indebtedness contained in its funding agreements or that its lenders will extend waivers or amend terms to avoid any actual or anticipated breaches of such covenants. This could lead to acceleration of loans, including acceleration based on cross-default provisions in the loan agreements, which may in turn cause the Company to file for bankruptcy.
1.1.9 Seller financing From time to time, companies in the Group participate in the initial take-out financing of a project, either by an equity share of the project or with a loan to the client (seller’s credit). Often this participation is realised before the delivery of the vessel. This is an integrated part of the Group project development strategy, and is subject to strict internal guidelines and approval procedures. There can, however, be no assurance that the Group will not incur losses relating to seller financing which could have a material adverse effect on the Group’s results of operations and financial condition.
1.2 Business operations risks
1.2.1 Project and investment risks and uncertainties The Group’s projects are usually based on long-term contracts with a fixed price. The revenues and operating margins realised in a contract with fixed-price may vary from original estimates as a result of changes in costs and productivity over the term of the contract. Such projects could be adversely affected by many factors including shortages of materials, equipment and labour, political risk, customer default, adverse weather conditions, natural disasters, labour disputes, accidents, environmental pollution, prices of raw materials, unforeseen problems, changes in circumstances that may lead to cancellations and other factors beyond the control of the Group. The failure to complete a project on schedule or to its planned specifications may result in, among other things, liabilities, reduced project efficiency, increased project costs and/or lower returns. The Group believes that its project bidding and risk management procedures can be instrumental in the Group’s ability to reduce its project risks. However, due to the nature of the Group’s businesses, the Group remains to be at risk in regard to liabilities and costs that may arise from time to time with regard to its ongoing and future projects.
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Registration document 1.2.2 Competition The Group experiences substantial competition in each of its product lines. In many of the businesses in which the Group is involved, contracts are awarded on a competitive bid basis, and price competition is often the primary factor in determining which yard, among qualified yards, wins the bid. The Group believes that competition in the industries in which it operates may intensify in the future. The Group’s future business prospects are dependent to a large degree on its ability to meet changing customer needs, to anticipate and respond to technological changes, to develop effective and competitive relationships with its customers and suppliers and to provide prepayment bonds and construction financing that are necessary to secure new contracts. The Group’s core businesses are cyclical and substantially affected by prevailing economic conditions in the applicable markets.
1.2.3 Uncertainty of future contract awards The Group’s future performance depends, among other things, on whether and when it will receive certain new contract awards. Contract awards are often affected by events outside the control of the Group, especially market conditions.
Because the timing of project awards, as well as project construction, is often uncertain, effective utilisation of the work force is a critical factor in achieving satisfactory profit margins. The Group has experienced from time to time certain difficulties in its workforce management, including an inability to attract a sufficient number of skilled employees on short notice. The Group expects that these workforce management challenges will continue to be an important factor in achieving satisfactory profitability in its business areas. If an expected contract award should be delayed or not received, the Group would incur costs that could have a material adverse effect on the Group’s results of operations and financial condition.
1.2.4 Order reserve not necessarily indicative of future earnings The Group’s order reserve may not necessarily be indicative of the Group’s future earnings. Delays or scope adjustments may occur with respect to contracts reflected in the Group’s backlog. In the event that the Group experiences significant delays or scope adjustments in its backlog contracts, there could be a material adverse effect on its results of operations and financial condition.
1.2.5 Legal proceedings In the course of its activities, the Group is party to legal proceedings before both administrative and civil courts and bodies. Most of such proceedings are of a nature considered typical for its businesses, including contractual disputes relating to projects and therefore difficult to avoid.
Provisions are made to cover the expected outcome of the proceedings to the extent that negative outcomes are likely and reliable estimates can be made. However, the final outcomes of these and other cases are subject to uncertainties and resulting liabilities may exceed booked provisions which could have a material adverse effect on the financial condition of the Group. See also section 12.5 “Legal and arbitration proceedings” for a description of the main legal proceedings in which the Group is currently involved.
1.2.6 Reductions in activity may be difficult and costly The Group may need to make adjustments in its existing businesses in response to business downturns or other factors. This may include steps to reduce its workforce, which can be significantly affected by applicable laws affecting employee terminations and agreements of Group companies with labour unions and governmental authorities. These legal and contractual requirements may make employee reductions difficult and costly to implement. It may further include termination of contracts, divestments of land and buildings, demolition of buildings or environmental clean-up, all of which may be difficult and/or costly to implement.
1.2.7 Maintaining key personnel The Company is dependent upon attracting and retaining key employees and management personnel in its various business areas. It is always a risk that key employees may decide to leave the Group. The loss of the services of key employees could have a negative impact on the financial condition of the Group. Competition for qualified personnel is intense and the Company may be unable to identify and recruit such personnel if and when needed on short notice.
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Registration document 1.2.8 Uninsured losses The Group maintains a number of separate insurance policies to protect its core businesses against loss and/or liability to third parties. Risks insured against generally include general liability business interruption, workers’ compensation and employee liability, professional indemnity, material damage and directors and officers’ liability. There are, however, certain types of losses that generally are not insured because they are either uninsurable or not economically insurable, such as losses occasioned by war, terrorism, dishonesty, gross negligence and criminal acts. In addition, most of the insurance policies of the Group provide for limitations on the minimum and maximum amounts that may be recovered for any one loss event or any series of losses, and recovery is generally dependent on the insured first making payment of the appropriate excess or deductible. The results of operations, business and the financial condition of the Group could be materially adversely affected in the event of an uninsured loss, a loss that exceeds insured limits, or a succession of such losses.
1.2.9 Uncertainty of protection of proprietary rights The Group relies on a combination of trade secrets and intellectual property rights, nondisclosure agreements and other protective measures to establish and protect its proprietary rights in certain of its products and processes. Third parties may infringe rights that the Group regards as proprietary and may develop products and/or services, which compete with the Group’s products and processes. The laws of some countries do not provide full protection of proprietary rights in products and technology. There can be no assurance that the Group’s efforts to implement protective measures and to register (where appropriate) and defend its proprietary rights will be sufficient.
1.2.10 Regulatory and environmental matters The Group’s operations are subject to numerous national and supra-national, environmental, health and safety laws, regulations, treaties and conventions (together, “Regulations”), including, inter alia, those controlling the discharge of materials into the environment, requiring removal and cleanup of environmental contamination, establishing certification, licensing, health and safety, taxes, labour and training standards, or otherwise relating to the protection of human health and the environment. The amendment or modification of existing Regulations or the adoption of new Regulations curtailing or further regulating the Group’s business could have a material adverse effect on the Group’s operating results or financial condition. The Company cannot predict the extent to which future earnings may be affected by compliance with such new Regulations.
In addition, the Group may be subject to significant fines and penalties if it does not comply with environmental laws and regulations including those referred to above, many of them relating to the discharge of hazardous substances and the protection of the environment. Pursuant to these laws and regulations, the Group could be held liable for remediation of some types of pollution, hazardous substances and debris from production, as well as other assets owned or operated by either our customers or our sub-contractors. Environmental remediation costs could be significant and cause the Group to incur a substantial loss.
Furthermore, some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, which could result in liability for environmental damage without regard to our negligence or fault. Such laws and regulations could expose the Group to liability arising out of the conduct of operations or conditions caused by others, or for the Group’s acts which were in compliance with all applicable laws at the time the acts were performed. Additionally, the Group may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Changes in environmental laws and regulations, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities to us.
A number of the yards in the group are located on and own land that has been used for shipbuilding and other industrial activity for a considerable length of time. There has been recorded contamination on parts of this land and the seabed adjacent to the yards. Today’s activities might also result in limited emissions to the soil and sea, which is typical for the shipbuilding industry worldwide. Although there are no pending obligations to undertake on the Group significant clean- up operations or protective measures, this might be imposed in the future. Any such measures are more likely to materialize if operations are wound down or closed, or the use of properties changes significantly. The costs related to any future clean-up or protective measures may be significant.
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Registration document 1.2.11 Harm to persons and property The Group’s operations are subject to the usual hazards inherent in providing engineering and construction services, such as the risk of equipment failure, work accidents, fire or explosion. These hazards can cause personal injury and loss of life, business interruptions, property and equipment damage, pollution and environmental damage. The Group may be subject to claims as a result of these hazards, and may also be subject to claims resulting from the subsequent operations of vessels it has delivered. The Group’s policy of covering these risks through contractual limitations of liability and indemnities and through insurance may not always be effective. In some of the jurisdictions in which the Group operates, environmental and workers’ compensation liability may be assigned to the Group as a matter of law. Clients and subcontractors may not have adequate financial resources to meet their indemnity obligations to the Group. Losses may derive from risks not addressed in the Group’s indemnity agreements or insurance policies, or it may no longer be possible to obtain adequate insurance against some risks on commercially reasonable terms. Failure to effectively cover the Group against industry risks for any of these reasons could expose the Group to substantial costs and potentially lead to material losses. Additionally, the occurrence of any of these risks could hurt the Group’s reputation.
1.2.12 Political, economical and other uncertainties The Group inter alia operates in the emerging markets of Latin America and Eastern Europe. Operations in emerging markets present risks that are not encountered in countries with well- established economic and political systems, including:
• economic instability, which could make it difficult for the group to anticipate future business conditions in these markets, cause delays in the placement of orders for projects that have been awarded and subject the group to volatile markets;
• political instability, which makes customers less willing to make investments in such regions and complicated dealings with governments regarding permits or other regulatory matters;
• boycotts and embargoes that may be imposed by the international community on countries in which the group operates, which could adversely affect the ability of the group’s operations in those countries to obtain the materials and resources necessary to fulfil contracts an the group’s ability to pursue business or establish operations in those countries;
• significant fluctuations in interest rates and currency exchange rates;
• the imposition of unexpected taxes or other payments on the group’s revenues in these markets; and
• the introduction of exchange controls and other restrictions by foreign governments.
In addition, the legal and regulatory systems of the emerging markets identified above are less developed and less well enforced than in industrialized countries. Therefore, the Group’s ability to protect contractual and other legal rights in those regions could be limited. The Company cannot offer any assurance that the group’s exposure to conditions in emerging markets will not adversely affect its financial condition and results in operations.
1.2.13 Risk of war, other armed conflicts and terrorist attacks War, terrorist attacks, unrest and epidemics have caused instability in the world’s financial and commercial markets, which in turn have significantly increased political and economic instability in some of the geographic areas in which the group operates. Acts of terrorism and threats of armed conflicts in or around areas in which the group operates, could limit or disrupt the group’s markets and operations, including disruptions from evacuation of personnel, cancellation of contracts or the loss of personnel or assets. Armed conflicts, terrorism and their effects on the Group or its markets may significantly affect the Group’s business and results of operations in the future.
1.2.14 Shipbuilding prior to purchase contracts entered into The Group may from time to time start newbuilding of vessels without having any contract with a client. If the Group is unable to find a client or a client is not found within reasonable time, or the vessel must be sold for other purposes than originally intended, the resulting exposure may be significant.
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Registration document 1.2.15 Exposure to changes in steel prices The Group is exposed to changes in the market price for steel. Price changes relative to the basis for calculation of lump-sum contracts and other contracts where price changes are not for the customer's risk affects profitability. This is primarily an issue in contracts with so long delivery times that steel can not be contracted at the time the building contract is entered into.
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2. Definitions
Aker Yards or the Company or the Issuer or the Borrower - Aker Yards ASA, company reg. no. 986 751 408.
Annual Report of 2005 - Aker Yards' annual report of 2005.
Annual Report of 2006 - Aker Yards' annual report of 2006.
Board or Board of Directors - the board of directors of the Company
Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)
DnB NOR Markets - a part of DnB NOR Bank ASA
EBIT - earnings before interest and taxes
EBITA - earnings before interest, taxes and amortisation
EBITDA - earnings before interest, taxes, depreciation and amortisation
EUR - Euro, the legal tender of the European Union
Group - the Company and its subsidiaries from time to time
IFRS - International Financial Reporting Standards
ISIN - International Securities Identification Number
Joint Bookrunners - DnB NOR Markets and SEB Merchant Banking
Listing Prospectus - this document dated 4. December 2007
NOK - Norwegian kroner, the legal tender of Norway
NGAAP - generally accepted account principles in Norway
Oslo Børs - Oslo Børs ASA (the Oslo Stock Exchange)
SEB Merchant Banking - a part of SEB Enskilda ASA
Section - a section in this Listing Prospectus
USD - United States dollars, the legal tender of the United States of America
Quarterly report 1th quarter 2007 - Aker Yards' quarterly report of 1th quarter 2007.
Quarterly report 2nd quarter 2007 - Aker Yards' quarterly report of 2nd quarter 2007.
Quarterly Report 3rd quarter 2007 - Aker Yards' quarterly report of 3rd quarter 2007.
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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 Aker Brygge, 0021 Oslo, Norway SEB Enskilda ASA, Filipstad Brygge 1, 0113 Oslo, Norway Aker Yards ASA, Hoffsveien 70 B, N-0377 Oslo, Norway
3.2 Declaration by persons responsible
Responsibility statement This Listing Prospectus has been prepared by Aker Yards ASA with a view to providing a description of relevant aspects of Aker Yards 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), 4. December 2007
Aker Yards ASA
Yrjö Julin Leif Borge
Disclaimers Joint lead managers DnB NOR Bank ASA and SEB Enskilda ASA have assisted the Company in preparing the Listing Prospectus. Neither DnB NOR Bank ASA nor SEB Enskilda ASA have separately 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 Listing Prospectus or any other information supplied in connection with bonds issued by Aker Yards ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Listing Prospectus 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), 4. December 2007
DnB NOR Bank ASA SEB Enskilda ASA
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4. Statutory Auditors
4.1 Names and addresses The Company’s auditor for 2005 and 2006 has been Ernst & Young AS, independent public accountants, located at Christian Frederiks Plass 6 Oslo Atrium, 0154 Oslo, Norway.
State Authorised Public Accountant Jan Egil Haga has been liable for the Auditor's report for 2005 and 2006.
Ernst & Young AS is member of The Norwegian Institute of Public Accounts.
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5. Information about the issuer
5.1 History and development of the issuer
5.1.1 Legal and commercial name The legal and commercial name of the issuer is Aker Yards ASA. See also section 2. Definitions.
5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 986 751 408.
5.1.3 Date of incorporation Aker Yards ASA was incorporated on 30 March 2004.
5.1.4 Domicile and legal form The Company is a public joint-stock company organised 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 mailing address is Hoffsveien 70 B, N-0377 Oslo, Norway and telephone +47 21 02 15 00.
5.1.5 Recent events relevant to evaluation of solvency At 6th July 2007 Aker Yards ASA announced that as a result of challenges in the three Finnish yards, mainly related to the ferry projects, the earnings forecasts were revised. Project estimates had been revised, and the operating results for the second quarter and for 2007 would be lower. As a result of the revised cost estimates, the EBITDA margin is estimated to be in the range of 5-6 percent in 2008. The long term target of 7 percent is maintained. For the Business area Cruise & Ferries in 2007, the EBITDA margin is expected to be approximately 2.5 - 3 percent. Operating revenues in 2007 is expected to be at approximately NOK 35 billion. At the same time, Aker Yards announced divestments that allow for a sustainable payment of dividend to shareholders for 2007.
On 29th March 2007 the Annual General Meeting approved the Board's proposed distribution of dividend of NOK 18.00 per share. The total amount of dividend paid was NOK 408,985,506.
On 11 January 2007, Aker Yards announced that it would build a yard in Vietnam in cooperation with the Singapore-based company Amanda Group. The yard will be organized as a joint venture in which Aker Yards will own 70 percent and Amanda Group 30 percent. The yard will be located in Vung Tau, in the heartland of Vietnam’s rapidly growing offshore industry. Vietnam offers a unique combination of cost-effective production, a highly skilled workforce, and proximity to the growing Asian offshore market. The establishment will enhance Aker Yards’ ability to serve international customers in the region. Aker Yards will invest a total of NOK 100 million (USD 16 million) over a three-year period in the Vung Tau shipyard. The yard will deliver its first vessel as early as in 2009. At full capacity utilization, the Vietnamese yard will have the capacity to deliver between three and four vessels annually, depending on vessel type and size.
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6. Business overview
6.1 Principal activities
Introduction Aker Yards ASA is the ultimate parent company of an international shipbuilding group focusing on sophisticated vessels and being one of the world's largest shipbuilders. The group is organised through three business areas; Cruise & Ferries, Merchant Vessels and Offshore & Specialized Vessels. Aker Yards comprises 18 yards in Brazil, Finland, France, Germany, Norway, Romania, Vietnam and Ukraine with some 20,000 employees.
The following table shows an overview of the key vessel types offered by the Group sorted by business area.
Business area Vessel type Description Key customer group Cruise & Ferries Post-Panamax cruise Up to 2,700 passenger Large multi-brand vessels cabins, over 100,000 cruise companies grt Up to Panamax-size Up to 1,200 passenger Cruise operators worldwide cruise vessels cabins, up to 100,000 grt Cruise ferries Up to 3,000 passengers Northern European shipowners Passenger/cargo Up to 300 passenger European operators ferries (ropax cabins, up to 3,000 lane ferries) meters for trucks Smaller ferries Fewer than 1,000 Costal and short route operators passengers in Europe Merchant Vessels Container ships Small- to medium- German and worldwide sized shipowners Chemical tankers Small- to medium- Shipowners worldwide sized Product tankers Small- to medium- Shipowners worldwide sized Offshore & Specialized Plattform Supply Platform Supply Vessels Global offshore service Vessels Vessels, PSV – complete range companies
Anchor Handling Tug Anchor Handling Tug Global offshore service Supply, AHTS Supply vessels – companies complete range Specialized vessels Highly customized Global offshore service companies Arctic vessels Highly customized Specialized shipping companies worldwide Fishing vessels Highly customized European and North American fishing industry Navy vessels Highly customized Nordic naval forces Research vessels Highly customized Research institutes worldwide Coastguard vessels Highly customized Coast guard services worldwide
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History in brief 1841 Aker establishes its first mechanical workshop along the Aker river in Oslo. Shipbuilding gradually added to business activities
1941–1970 Aker develops into an important builder of whaling, passenger, and cargo vessels
1996 Entrepreneur and industrialist Kjell Inge Røkke becomes Aker’s main shareholder via RGI, his privately held investment company. Røkke becomes a driving force in the development of the company. Aker and RGI are eventually merged; at that time, Aker owned shipyards in Germany, Finland, and Norway
2000 Aker acquires a large shareholding in the Kvaerner industrial and shipbuilding group. Kvaerner’s shipyards in Germany and Finland were added
2000 Tulcea yard in Romania acquired
2000 Promar shipyard in Brazil acquired
2001 Brevik yard in Norway acquired
2001/2002 Aker becomes the largest shareholder in Kvaerner
2003 Braila shipyard in Romania acquired
2004 Aker Yards ASA established and listed on the Oslo Stock Exchange
2006 Investment in Damen Shipyards Okean in Ukraine and acquisition of Saint-Nazaire and Lorient shipyards in France, and the Florø yard in Norway
2007 Aker Yards establishes shipyard in Vietnam
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Registration document Goals and strategies
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Registration document Business operations and organization
Overview The Group is organized in three business areas; Cruise & Ferries, Merchant Vessels and Offshore & Specialized Vessels. The business focus and expertise of the yard groups follow the business areas.
The holding company of the Group, the Company, consists of group senior management and support functions. In total there are approximately 28 employees at the holding company. The holding company’s prime focus is optimizing the complementary strengths across the operating units. This includes in particular coordinating project sharing, exchange of best-in-class engineering and construction practice, procurement and project finance support. Additionally, the holding company is responsible for group reporting, HR services and investor relations.
Business areas Cruise & Ferries Strategic expansion has secured Aker Yards’ position as one of the world’s two largest builders of cruise ships and the world’s largest producer of ferries. Renowned quality, innovative solutions, and good project execution have led to Aker Yards’ market share reaching 36 percent of cruise ships on order, based on gross tonnage (GT).
The vessel types produced by the Cruise & Ferries business area are: • Ocean-going cruise ships of all sizes and categories – including the world’s largest, with 2 700 passenger cabins • Cruise ferries – for up to 3 000 passengers, the world’s largest • Medium and large passenger/cargo ferries (ropax vessels)
In addition to building ships, the Cruise & Ferries business area specializes in lifecycle services of passenger vessels. Major turnkey services are refurbishment of passenger areas, system upgrades, and hull lengthening.
In 2006, the business area delivered a total of four vessels. Operating revenues totaled NOK 11 178 million in 2006. At the close of 2006, there were some 6 800 employees working on cruise ships and ferries, of whom approximately 4 000 are in Finland and 2 800 in France.
Innovative solutions Aker Yards holds a unique position as one of the world’s two leading shipyard groups for cruise ships. The Group possesses the expertise and capacity necessary to meet the market trend of increasingly larger cruise ships – and has delivered or has under construction all of the world’s 15 largest cruise ships.
Aker Yards is recognized for its innovative cruise ship solutions. Aker Yards’ customers and their passengers are demanding more sophisticated and ever more diversified on-board facilities and amenities. These factors are driving orders for very large vessels, which require special design and construction capabilities. Aker Yards has been the first on the market with several new solutions that have been widely adopted by the industry.
Consolidated market Aker Yards is one of the world’s two largest cruise ship producers, with a market share of 36 percent, based on cruise ships on order measured in gross tonnage (GT). The global market for these ships is estimated to be approximately EUR 4.5 billion per year, representing eight to ten large vessels to be delivered annually by the industry (source: Aker Yards, Cruise & Ferries). In 2006, a total of six cruise ships were delivered worldwide. In 2007, a total of nine vessels will be delivered, of which seven have already been delivered. As per September 2007, nine vessels are scheduled for delivery in 2008; ten for 2009, and another ten for 2010. Five vessels are ordered for delivery in 2011 and 2012.
The cruise ship market is characterized by consolidation, with only a few participants among shipyards and shipowners. Almost without exception, large cruise ships are built at European shipyards. They maintain their competitive lead because building cruise ships requires specialized expertise and a network of experienced suppliers far exceeding those needed for cargo ship
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Registration document tonnage. In this area, European shipyards clearly outrank competitors. Nevertheless, competition in the cruise ship market is fierce. Thus, innovative solutions, price, and precision delivery are decisive factors for shipowners in selecting a shipyard.
Economic developments in the USA and Europe, along with the financial performance of listed cruise companies, are important determinants of future cruise ship newbuilding orders. Changes in the regulatory framework that impose more stringent technical and environmental requirements will also result in future market demand. Independent of these factors, however, there is always the risk that major, unanticipated events will depress the demand for cruise ships.
There has been a longstanding market trend for ever-larger cruise ships, and new generations of vessels have recently been developed or are under development for the four major cruise companies worldwide. The newly developed technological and operational concepts will form the basis for cruise ships to be built in the upcoming decade.
Annual cruise ship market growth has averaged 7.6 percent between 1980 and 2005 (source: Cruise Lines International Association). The market for cruise ships continued to develop favorably throughout 2006; contracting levels, which bottomed out in 2002, are now approaching the pre-11 September 2001 level. Currently, there is a steady demand in the segment for large cruise vessels of more than 90 000 GT. Furthermore, several newbuilding projects are underway in the niche market for smaller-sized cruise ships. Projected demand growth for cruise ship modernizations and upgrades is expected to benefit Aker Yards’ Lifecycle Services.
Ferries Aker Yards is the world’s largest builder of medium sized and large ferries; with a market share of approximately 28 percent, based on the gross tonnage of ships on order larger than 10 000 GT (source: Shippax and Aker Yards, Cruise & Ferries). The global market for ferries is estimated at approximately EUR 1.5 billion annually, which corresponds to about fifteen vessels (source: Shippax and Aker Yards, Cruise & Ferries). The ferry market is more fragmented than the cruise ship market. Although the number of European competitors has decreased, European shipyards continue to dominate the global ferry building market, and competition is fierce.
Demand for new ferries is closely associated with growing commercial transportation needs arising from general economic growth. Ferry market projections indicate that cargo and vehicle transport is becoming increasingly important to the industry, with a diminishing focus on short-voyage cruise, leisure, and entertainment travel. Providing alternatives that shift transportation from land to sea is expected to become a key future environmental policy issue.
Ferry newbuilding activity has remained relatively constant since 1990, except for 2001 and 2002, which were peak years. Northern Europe currently represents the greatest market demand for ferries. Demand for new ferries remained relatively strong in the first half of 2006, but tapered off in the second half of the year. The low activity levels of the second half of the year are expected to be temporary, and the current, stable demand trend is expected to continue. Relatively long ferry newbuilding development and construction times may lead to higher activity levels in the market for ferry conversions, rebuilds, and refurbishing.
The table below gives a brief description of some selected major current and recent cruise and ferry projects at the Group.
Project Vessel type Vessel description Delivery Post-panamax 4,200 passengers - Aker Yards, France NCL NB 2 - NCL cruise 150,000 grt 2010 2,550 passengers - Aker Yards, France MSC Magnifica - MSC Cruises Panamax cruise 89,600 grt 2010 Genesis class 2 - Royal Post-panamax 5,400 passengers - Aker Yards, Finland Caribbean International cruise 220,000 grt 2010 Post-panamax 4,200 passengers - Aker Yards, France NCL NB 1 - NCL cruise 150,000 grt 2009 Genesis class 1 - Royal Post-panamax 5,400 passengers - Aker Yards, Finland Caribbean International cruise 220,000 grt 2009
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Registration document Post-panamax 4,000 passengers - Aker Yards, France MSC Splendida - MSC Cruises cruise 130,000 grt 2009 2,800 passengers - Aker Yards, Finland Galaxy class 3 - Tallink Cruise ferry 1,130 lane meters 2009 1,500 passengers - Aker Yards, Finland Armorique - Brittany Ferries Passenger ferry 1,100 lane meters 2008 2,800 passengers - Aker Yards, Finland Galaxy class 2 - Tallink Cruise ferry 1,130 lane meters 2009 Color Superspeed 2 - Color 1,900 passengers - Aker Yards, Finland Fast Day Pass. Ferry Line 2,000 lane meters - 2008 Independence of the Seas - Post-panamax 3,600 passengers – Aker Yards, Finland Royal Caribbean International cruise 160,000 grt 2008 2,550 passengers - Aker Yards, France MSC Poesia - MSC Cruises Panamax cruise 89,600 grt 2008 Post-panamax 4,000 passengers - Aker Yards, France MSC Fantasia - MSC Cruises cruise 130,000 grt 2008 2,500 passengers - Aker Yards, Finland XPRS - Viking Line Fast passenger ferry 34,000 grt 2008 Color Superspeed 1 - Color 1,900 passengers - Aker Yards, Finland Fast Day Pass. Ferry Line 2,000 lane meters - 2007 1,500 passengers - Aker Yards, Finland Cotentin - Brittany Ferries Passenger ferry 1,100 lane meters 2007 2,550 passengers - Aker Yards, France MSC Orchestra - MSC Cruises Panamax cruise 89,600 grt 2007 3,000 passengers – Aker Yards, Finland Color Magic - Color Line Cruise ferry 750 cars 2007 1,900 passengers - Aker Yards, Finland Star - Tallink Ferry 2,000 lane meters 2007 Liberty of the Seas - Royal Post-panamax 3,600 passengers – Aker Yards, Finland Caribbean International cruise 160,000 grt 2007 Freedom of the Seas – Royal Post-panamax 3,600 passengers – Aker Yards, Finland Caribbean International cruise 160,000 grt 2006 2,550 passengers - Aker Yards, France MSC Musica - MSC Cruises Panamax cruise 89,600 grt 2006 2,800 passengers - Aker Yards, Finland Galaxy - Tallink Cruise ferry 1,130 lane meters 2006 3,000 passengers – Aker Yards, Finland Color Fantasy - Color Line Cruise ferry 750 cars 2004 Carnival Miracle – Carnival 2,124 passengers – Aker Yards, Finland Panamax cruise Cruises Lines 82,000 grt 2004 2,500 passengers – Aker Yards, Finland Victoria I - Tallink Cruise ferry 470 cars 2004 1,250 passengers- Aker Yards, Finland Birka Paradise - Birka Line Cruise 33,000 grt 2004 Post-panamax 2,620 passengers - Aker Yards, France Queen Mary 2 - Cunard Line cruise 148,500 grt 2003
The following table shows selected operating figures for the business area Cruise and Ferries:
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Registration document
Merchant vessels The right quality and efficient building processes have made Aker Yards one of the world’s leading shipyard groups for the building of mediumsized container ships. Aker Yards targets increasingly advanced merchant vessels. Following the acquisition of Kleven Florø, Aker Yards is one of two shipyards worldwide that delivers large-capacity, 40 000–45 000 m3 specialized chemical tankers with stainless steel tanks.
The Merchant Vessels business area builds vessels for the following market niches: • Containerships • Chemical tankers • Product tankers • Arctic vessels
Aker Yards’ Merchant Vessels business area delivered 22 vessels in 2006. Total 2006 operating revenues amounted to NOK 6 460 million. At year-end 2006, Merchant Vessels had some 5 600 employees.
Innovative solutions Rapid production processes and flexibility in design and technical solutions have given Aker Yards a significant competitive advantage, even in comparison with Asian shipyards. The Group’s market position in the merchant vessel segment is anchored in its ability to develop new concepts that meet market needs and can be put into production quickly.
Increasing competition from Asian yards Demand for merchant vessels generally fluctuates in response to prevailing global economy growth. Greater globalization and increased industrial output in China and other Asian countries have resulted in considerable growth in demand for long-distance seaborne transportation of goods.
The already fierce competition in the merchant vessels segment has intensified with increasing competition from Asian yards. Competition is particularly pronounced for standardized container ships, and is less severe in chemical tankers and other highly specialized vessels.
Following a period of high activity, the market for merchant vessels leveled off in early 2006 due to a large number of newbuildings and to falling rates. However, activity levels recovered as early as the second quarter, especially in the market for specialized tankers. The market for more standardized merchant vessels such as containerships is expected to develop modestly in the time ahead; the market for more advanced and specialized merchant vessels is expected to develop favorably.
High activity levels projected The market for containerships is expected to develop modestly in the time ahead. The trend in the market for more specialized vessels is expected to be favorable. Aker Yards’ strategic response to these developments is to increase its proportion of specialized merchant vessels.
The year-end 2006 order backlog ensures nearly full capacity utilization at Merchant Vessels shipyards until 2009; the order book also comprises several vessels with delivery dates in 2010. Merchant Vessels’ margins are expected to develop favorably. The projects acquired as part of the acquisition of the new yards will not contribute to margins.
The table below gives a brief description of some selected major current and recent merchant vessel projects at the Group.
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Registration document
Project Vessel type Description Delivery Container vessel (9 Aker CS TEU 1700/1900/2700 Germany 2007 vessels) 1700/1900/2700 Container vessel (20 Aker CS TEU 1700/1900/2700 Germany 2007-2009 vessels) 1700/1900/2700 Arctic vessel (4 Ice going container 14500 dwt Germany 2008-2009 vessels) vessel Chemical tanker (6 Tankers with stainless Ukraine / Norway 43000 dwt vessels) steel cargo tanks 2007-2009 Product tanker (6 Bramax 18000 m3 Romania 2007-2008 vessels)
The following table shows selected operating figures for the business area Merchant Vessels:
Offshore & Specialized Vessels Aker Yards is a major supplier in the worldwide market for technologically advanced offshore service vessels and other specialized vessels. High levels of expertise, robust customization capability, and a track record of exceeding customers’ expectations have resulted in a leading market position for these vessel types. Offshore & Specialized Vessels’ shipyards deliver both standardized vessels and vessels with significant customer-specific adaptations.
Vessel types produced by the Offshore &Specialized Vessels business area: • Platform supply vessels (PSV) – complete range • Anchor handling tug supply vessels (AHTS) – complete range • Specialized vessels – highly customized • Fishing vessels – highly customized • Navy vessels – highly customized • Research vessels – highly customized • Coast guard vessels – highly customized • LNG-fueled ferries
In 2006, Offshore & Specialized Vessels delivered 24 vessels. The business area had 2006 operating revenues of NOK 7 749 million. At year-end 2006, Offshore & Specialized Vessels had 7 900 employees.
Adaptability Aker Yards offers a complete range of offshore and specialized vessels. With eight shipyards in three countries, customers benefit from optimal resource utilization for their newbuildings. Aker Yards’ Offshore & Specialized Vessels can deliver vessels more rapidly, keeping costs competitive by building where it is most cost- and time-effective. A streamlined model for cooperation among yards and subcontractors constitutes a significant competitive advantage.
Aker Yards also holds a prominent market position for specialized vessels, such as icebreakers, fishing vessels, navy vessels, research vessels, coast guard vessels, and gas ferries, including customer-tailored vessels. Constructing vessels for deployment in arctic waters is a market niche in which Aker Yards holds a unique position; the Group’s shipyards have built 60 percent of all icebreakers worldwide.
Strong market In the market for offshore service vessels, Aker Yards delivers a significant proportion of orders for large and medium-sized vessels. The Group has not targeted the market segment for the
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Registration document smallest vessel types, which are typically built at Asian shipyards.
Demand for offshore service vessels is greatly influenced by activity levels in the international offshore market. In recent years, oil and gas producers have spread their operations into larger geographic areas, giving rise to greater demand for vessels. PSV fleet modernization is another factor affecting potential demand; today’s fleet comprises a large proportion of platform service vessels that are more than 20 years old. Customers are also requiring vessels to provide improved health, safety, and environmental performance; superior-performance fleet upgrades are good prospects for Aker Yards’ Offshore & Specialized Vessels business area. Increased exploration and production in difficult areas and marginal fields also drive demand for specialized vessels.
Activity levels in the market for offshore and specialized vessels remained high throughout 2006. There was strong demand for PSV’s, AHTS’s, and other specialized vessels for oil exploration and the oil service industry. However, activity levels in the market for PSV’s are expected to taper off somewhat as a result of the large number of vessels of this category on order.
The table below gives a brief description of some selected major current and recent offshore and specialized vessel projects at the Group.
Project Vessel type and description Delivery Solstad (1 vessel) Aker OSCV 06L, Offshore Norway 2011 Subsea Construction and Maintenance Vessel DOF (3 vessels) Aker AH04CD, Anchor Norway 2009-2010 handling tug supply vessel Aker Oilfield Services (2 Aker OSCV 06 L, Well Norway 2010 vessels) intervention / construction vessels AP Moller-Maersk (10 vessels) VS 472, Anchor handling tug Norway 2008-2009 supply vessel Aker Capital (6 vessels) Aker AH08, Anchor handling Vietnam 2010-2012 tug supply vessel Nordcapital (10 vessels) UT 776CD, Platform supply Norway 2007-2010 vessel Swire Pacific (3 vessels) UT 758 ICE, Icebreaking Norway 2006 supply vessel Ferries for Fjord 1 (5 vessels) LNG powered car- and Norway 2006 passenger ferry
The following table shows selected operating figures for the business area Offshore and Specialized Vessels:
Yard groups Cruise & Ferries
Aker Yards Oy Finland's three largest shipyards situated in Helsinki, Rauma and Turku form the Aker Yards Finland. The yards have been working as one company since January 1, 2005.
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Registration document Aker Yards Finland is amongst world leading designers and builders of cruise vessels and ferries as well as other technically complex vessels. The yard in Turku has delivered the largest cruise ship in the world, the “Freedom of the Seas”, and its sister vessel “Liberty of the Seas”. The third vessel in the series is to be delivered in 2008. Further, the first vessel in the next generation of cruise ships, the “Genesis” class, will be delivered in 2009. Aker Yards Finland currently has two of these vessels in the orderbook, which will be 40 percent bigger than today’s largest cruise ship. The yards are also the leading ferry builder in the world.
In addition, Aker Yards Finland is the principal yard for the Finnish navy and an expert in multipurpose ice breakers. The company's vast experience is based on the history of 3,500 ships built - both long series and extremely demanding one-offs. Deliveries include cruise vessels, car- passenger ferries, fast ferries, ice breakers, naval craft and offshore vessels.
The three yards situated in Helsinki, Rauma and Turku are amongst the largest yard facilities in Europe, the dry docks measuring respectively: 280x34 m, 260x85 m and 365x80 m. The modern and efficient units have benefited from several investment and development program. At the end of 2006, the number of personnel at Aker Yards Finland amounted to some 4 000 employees. The company's "assembly yard" concept means employing directly these "own" people and lots of others in co-operation companies, thus boosting the whole surrounding economic regions.
Aker Yards SA Aker Yards France consists of the shipyards in Saint-Nazaire and Lorient, and is a part of the Cruise & Ferries business area in Aker Yards. The Saint-Nazaire yard (formerly Chantiers de l’ Atlantique) is active in the high value-added shipbuilding sector and has a long tradition in building complex and specialized vessels, with state of the art technology, modern facilities and a very competent staff. Icons such as SS France and Queen Mary 2 were produced at the yard. The shipyard is ideally positioned to handle the construction of very large ships and is able to respond to a cruise market which demands vessels of ever- increasing size.
The capacity of Aker Yards France is a 900m long building dock, gantry crane of 750 tonnes, 450m x 90m drydock, 350m x 50m drydock and 2 outfitting quays of 400 m each.
At the end of 2006, the number of personnel at Aker Yards France amounted to some 2 800 employees.
Merchant Vessels Aker Yards MTW GmbH The Aker Yards Germany group consists of the Aker MTW yard and the Aker Warnow yard. The yards are located at Germany’s Baltic coast with Aker MTW in Wismar and Aker Warnow in Rostock-Warnemünde.
The two yards have focused primarily on medium size container vessels where it is one of the leading players in the world. The key customers for container vessels include the major European container shipping companies. Additionally, the two yards have delivered tankers (product, chemical, gas and shuttle), ice-breaking tankers, medium size passenger vessels and steel constructions.
Aker Warnow was in the period from 1992 to 1995 subject to an extensive modernization and efficiency program partly funded by the German government.
The Company has continued to invest in the development of both Aker Warnow and Aker MTW and the yards are regarded as being modern and efficient.
At the end of 2006, Aker Yards Germany employed approximately 2 400 people.
Aker Yards Florø AS Aker Yards Florø is focusing on design and construction of chemical tankers, and has a unique production competence using stainless steel in shipbuilding. Aker Yards Florø has approximately 300 employees.
Aker Yards Florø’s facilities are located centrally in one of the world’s most important marine industry clusters. The result is close contact with important suppliers and a case of exchange of skills and knowledge within the group.
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Registration document
Production facilities consist of 200m x 40m sheltered drydock, 3 quays and crane capacity of 440 tonnes.
Damen Shipyards Okean OJSC Aker Yards Ukraine consists of Okean yard in Mykolayiv, owned as a joint venture between Aker Yards and Damen Shipyards Group. The Okean yard is able to build a variety of vessels, steel sections for all the three business areas of Aker Yards, as well as the existing Damen range of vessels such as dry cargo vessels, combifreighters and heavy cargo vessels.
Production facilities consists of 2 production lines, 354m x 60m x 14m dry dock, 1 floating dock and 2 gantry cranes of 320 tonnes. At the end of 2006, the number of employees at Damen Shipyards Okean was approximately 2 900.
Offshore & Specialized Vessels Aker Yards AS Aker Yards AS includes the shipyards Aukra, Langsten, Brattvaag and Søviknes on the west coast of Norway, Aker Tulcea in Romania and Aker Promar in Brazil. Aker Yards AS also includes the companies Aker Yards Pipeservice AS and Aker Yards Project.
Aker Yards AS is regarded as a global leader within offshore vessels and has been successful with standardised offshore service vessels. Aker Yards AS has also built a range of other, more specialized vessels including pipe laying -, diving support -, Ro-Ro-, seismic- and research vessels, chemical tankers, ferries, factory trawlers and long-liners. Aker Tulcea in Romania delivers hull- building capacity to the Norwegian yards. This results in lower vessel building costs. Additionally, Aker Tulcea is also delivering complete container vessels and chemical tankers. Aker Yards AS is actively developing the expertise at the Romanian yard positioning Aker Tulcea for increasingly complex vessel projects. The majority of Aker Yards AS's clients are major oil service and oil companies.
The yards are modern and efficient and Aker Yards have in particular invested in increasing efficiency and sophistication at Aker Tulcea in Romania, Aker Promar in Brazil, and at Langsten with a new, large outfitting hall. At the end of 2006, Aker Yards AS employed approximately 5 300 people, whereof 3 000 at Aker Yards, Tulcea and 1 005 at Aker Yards, Brazil.
Aker Brevik AS Aker Yards Brevik includes the yards Brevik Construction in Brevik, Norway and Aker Braila in Romania. The unit also includes Brevik Engineering, which is a marine consultancy company providing ship design and fabrication drawings. Other companies in the Aker Yards Brevik group include Brevik Rørindustri, Brevik Support and Brevik Eiendom.
The yard in Norway specializes in offshore service vessels for the global market including platform supply vessels (PSV) and anchor handling tug supply vessels (AHTS). Additionally, the yard builds Ro-Ro ferries, fishing vessels and process modules for offshore and land-based industry. The unit in Romania builds PSV and AHTS hulls for outfitting and commissioning in Norway. It also builds complete vessels including smaller tankers and bulk carriers based on designs from Brevik Engineering. The majority of Aker Yards Brevik’s clients are major oil service and oil companies.
At the end of 2006, Aker Yards Brevik employed approximately 2 700 people, whereof 2 150 at the Braila yard.
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Registration document 7. Organizational structure
7.1 Description of group that issuer is part of
Aker Yards ASA Aker Yards ASA is the ultimate parent company of operating shipyards as set out in Section 6. It holds shares both in operating subsidiaries and second tier holding companies.
The Company is a public joint-stock company organized under the laws of Norway, including the Public Limited Companies Act. Aker Yards ASA was incorporated on 30 March 2004.
Aker Yards ASA has 28 employees and has no corporate assembly. The employees are being represented on the board of directors.
The businesses carried out by its subsidiaries are described in detail in Section 6.
Aker Yards and its subsidiaries Aker Yards is an international shipbuilding group focusing on complex and sophisticated vessels and is one of the world's largest shipbuilders.
The following chart illustrates the legal structure of the Group:
Aker Yards ASA
Aker Yards Holding AS
Aker Yards AS Aker MTW Werft GmbH Aker Yards Oy
Aker Warnemunde Real Estate GmbH Aker Brevik AS Aker Yards Elektro AS Estaleiro Promar I Aker Yards Cabin Oy Aker Warnemunde Operations GmbH Brevik Construction AS Aker Yards Electro Tulcea Srl Aker Yards Pipservice AS 33.3% Nemarc Shipping Oy OTP GmbH Brevik Eiendom AS Haram Elektro do Brasil Aker Yards Ship Service Inc 51% Aker Romania Aker MTW Grunst.verw.GmbH Eidanger Mek. Verksted AS Aker Yards Electro Braila Srl 93% Aker Yards Tulcea SA Aker Artic Technology Oy 62.5% Arktik Personaldienstleist. Brevik Rör-industri Brevik Elektro AS 49% 50% Scanyard Srl Romania AWEK Industrial Patents Oy 25% Aker Brevik Support AS Aker Yards Electro Brevik AS Aker Yards Project AS * 100% Brevik Engineering AS Aker Brevik Philadephia Aker Yards Marine Inc 60% 60.4% Olai Brönsten Warnow Design GmbH Aker Yards Marine (US) Inc
Brevik Blikkensl. Verkst. AS
Hjallum AS Aker Yards Florø Aker Brevik Romania Srl Aker Yards Design Florø Scandinor AS Aker Yards Ukraine 70% Holding AS 83,68% Aker Yards France Holding AS Aker Yards Braila SA 50,01% 75% 30% Okean BV Aker Yards SA Braila Ship Repair SA 98,7% DSO OJSC *) Warnow Design eies Aker Yards SAS med 39,6% av Aker MTW
Aker Yards Design Ukraine BV Aker Yards LNG Tech. SAS Aker Yards Design CJSC
Aker Yards has a strong position both in terms of capacity, product range, technology and experience. The Company's product range includes cruise & ferries, merchant vessels and offshore & specialized vessels.
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Registration document 7.2 Issuer dependent upon other entities From time to time, agreements are entered into between two or more Group companies. The boards of directors and other parties involved in the decision-making processes leading up to such agreements are all critically aware of the need to act at arm’s length. If needed, external, independent opinions are sought.
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Registration document
8. Trend information
Competition As per end of December 2006 Although competition from countries such as Korea, Japan, and China is fierce, their impact is most severe in the market segments for standardized vessels. Here, cost efficiency combines with large production volumes to create the Asian shipyards’ greatest competitive advantage. In response to ever-greater competition, Aker Yards has pointedly chosen to build for vessel segments that require a great deal of innovation and expertise.
Cruise ship newbuildings, in particular, require expertise far in excess of standard shipbuilding competence. The Group also leverages its competitive advantages in the merchant vessel and offshore and specialized vessel segments by focusing on more advanced vessels, such as stainless steel chemical tankers, customer-tailored vessels, and various specialized vessels such as icebreakers, fishing vessels, navy vessels, research vessels, coast guard vessels, and LNG-fueled ferries.
Markets As per end of December 2006 Economic development in the USA and Europe is an important driver in the demand for new cruise ships, in addition to the listed cruise ship owners’ financial performance. Changes in regulatory frameworks, with stricter requirements for newbuildings, are also expected to affect future market demand. Independently of the above factors, however, there is always the risk that major, unforeseen events will negatively impact demand. There has long been a demand for increasingly larger cruise ships – and new generations of ships have recently been developed or are under development for all of the world’s four key cruise ship operators.
Cruise & Ferries The cruise ship market is characterized by consolidation, with few shipyard and operator participants. Almost without exception, cruise ships are built at European shipyards. The latter maintain their competitive edge because building cruise ships requires expertise and a network of experienced suppliers far exceeding those needed for standard tonnage. In this arena, European shipyards still outrank competitors. Nevertheless, competition in the cruise ship market is demanding, and innovative solutions, price, and precision delivery are decisive factors for shipowners in selecting a shipyard.
The market for cruise ships developed favorably throughout 2006, with contracting levels approaching pre-11 September 2001 levels. Demand for large cruise ships in the panamax and post-panamax segments is high. Further, the refurbishment, rebuild, and upgrade market for existing cruise ships is expected to grow.
Demand for new ferries is closely associated with growing commercial transportation needs arising from general economic growth. Providing alternatives that shift transportation from land to sea is expected to become a key environmental policy issue in the time ahead. New regulations governing passenger-vessel fire and safety standards are expected to generate rebuild and replacement projects for older passenger vessels that do not currently meet the new requirements, when they go into effect in 2010.
The ferry market is more fragmented than the cruise ship market. Although the number of European competitors has decreased, European shipyards continue to dominate the ferry building market, and competition is tough. Ferry newbuilding has been relatively stable since 1990, except for the peak years 2001 and 2002. Demand for new ferries remained relatively strong in the first half of 2006, but tapered off in the second half of the year. The low activity levels seen in the second half of the year are expected to be temporary, and the stable demand trend is expected to continue. Activity levels in the market for ferry rebuilds have also been high, and demand in this market is expected to increase.
Merchant Vessels
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Registration document Demand for merchant vessels generally varies in accordance with global economic growth and development of international trade. Increasing globalization and greater industrial production in Asian countries has resulted in a significant increase in demand for long-distance seaborne transportation.
Competition in the merchant vessel segment is intense, with increasing competition from Asian yards. This holds true particularly for standardized containerships, and less so for chemical tankers and other highly specialized tonnage. Following an active period, the market for merchant vessels calmed down in early 2006 as a result of a large number of newbuildings and falling rates. However, activity levels recovered as early as the second quarter of the year, with recovery especially pronounced in the market for specialized tankers. The market for more standardized merchant vessels such as containerships is expected to develop weakly in the time ahead, while the market for specialized merchant vessels will develop more favorably.
Offshore & Specialized Vessels Demand for offshore vessels is largely affected by activity levels in worldwide offshore oil and gas markets. In recent years, oil and gas producers have spread their activities over a larger geographic region than in the past, which requires more offshore vessels. Also, there is an increasing need for modernization of the platform supply vessel fleet, because a large proportion of the fleet is more than 20 years old. Customers’ ever-stricter requirements to safeguard health, safety, and the environment are also driving demand. Increased offshore exploration and production activity levels in difficult areas and marginal fields have also generated greater demand for specialized vessels.
In the offshore vessel market, Aker Yards holds a large share of the market for large and medium- sized vessels. The Group has not targeted building small offshore vessels, a vessel type that has largely been built at Asian shipyards. Activity levels in the market for offshore and specialized vessels remained high throughout 2006. Platform Supply Vessel (PSV), Anchor Handling Tug Supply (AHTS), and specialized vessels for oil exploration and for the oil services industry all had active markets in 2006. However, the activity level in the market for PSVs is expected to taper off somewhat due to the number of vessels on order in this segment.
As per end of March 2007 Cruise & Ferries All three yards in Finland - Helsinki, Rauma and Turku – currently have high capacity utilization. In France, the eight cruise vessels in the order book for MSC and Norwegian Cruise Line will give gradually better capacity utilization and the capacity will be fully utilized by the end of 2007.
Ensuring design and subcontractor capacity and cost efficient sub deliveries, are key factors for the profitability level. The capacity of the maritime suppliers’ network in Finland is stretched, causing it to become less competitive. Initiatives are being launched in order to shift supplies to alternative maritime clusters, and to reduce the exposure towards the Finnish maritime cluster.
Overall the market for the Cruise & Ferries segment continues to develop positively. The demand for large - panamax and post-panama - cruise vessels is strong. There are also many potential newbuild projects in the segment for smaller cruise vessels, while the ferry segment is less active than a year ago.
The market for conversion and refurbishment of cruise vessels as well as ferries is expected to expand steadily.
Three vessels were ordered in the first quarter of 2007, to a total value of NOK 245 million.
At the end of the first quarter, there were 54 merchant vessels in the order backlog. The business area had an order backlog of NOK 12 579 million; which is up 12.4 percent compared with the corresponding quarter in 2006. Four vessels were delivered in the quarter.
Merchant Vessels The container freight market is continuing its steady growth and a certain increase in the interest for new vessels is appearing. The market outlook for chemical tankers is reflected by a continued interest for fleet renewal and growth. Also in more specialized markets like reefer, ro-ro and gas there are high interest for new vessel projects.
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Registration document The shipyards of the business area are loaded until end 2009 and with deliveries into 2010. Utilization of some capacity in the German shipyards for ferry projects reflects the high demand in that business area.
Six vessels were ordered in the first quarter, to a total value of NOK 3 758 million. Offshore & Specialized Vessels had an order backlog of 72 ships at a total value of NOK 21 142 million at the end of the period. This is an increase of 62.4 percent from previous year. Eight vessels were delivered in the quarter. One of the vessels for Aker Oilfield services was confirmed as a firm order in the quarter, and is included in the order book.
Offshore & Specialized Vessels The activity level at all of the yards is high, and capacity utilization is high, both for hull construction in Romania and at the outfitting yards in Norway, reflecting the strong order book.
Developing timely delivery, capacity- and cost efficiency of the yards’ suppliers and sub contractors network, as well as handling the high step-up in activity of the Romanian yards are key focus areas going forward.
Offshore & Specialized Vessels experienced an active market in the first quarter of 2007. The activity is still high, especially on larger and more specialized vessels such as very large AHTS with bollard pull above 300 ton and Construction vessels. However, the market for standard Platform Supply Vessels is expected to somewhat soften going forward, due to the high order book level for such vessels.
Construction of the yard in Vietnam has started. The official opening of the office took place on the 23rd of April. Planned start of construction of the first vessel at this new facility is by the end of 2007.
Aker Yards currently has 18 vessels of own design in the order book, including one vessel to Aker Oilfield Services.
As per end of June 2007 Cruise & Ferries Since issuing the guidance in July this year, Aker Yards has carried out a thorough investigation of the yards in Finland, based on the findings in June. The result of these investigations confirmed the view taken in July, and did not reveal further negative implications for the business area Cruise & Ferries. The expected EBITDA margin for 2007 in the business area is maintained at 2.5-3 percent.
The main reason for the revised estimates lies in the heavy load in the Finnish operations, and is mainly related to the building of ferries. The very high level of growth in activity level at the same time as the market is booming has lead to a lack of resources giving a knock-on effect on the total backlog of ferries. The number of ferries in the backlog in Finland is seven, of which five will be delivered in the next 12 months. In addition, the turnkey contractors of the shipyards are also experiencing a booming market, leading to higher prices than anticipated. This is giving a negative effect on most of the backlog in the business area Cruise & Ferries.
Following the revised result expectations in July, a reorganization of the operations in Finland has been initiated, and will be announced in the third quarter. Main elements comprise strengthening the individual yards’ management teams, at the same time as strengthening the overall controlling and coordinative functions.
Order intake in the second quarter was NOK 2 425 million. In April, Aker Yards signed a contract with Tallink for a large cruise ferry. The vessel is the third in the “Galaxy” series, and was ordered at a price of EUR 180 million.
At the end of the quarter, the Cruise & Ferries business area had an order backlog of NOK 50 415 million, consisting of 20 vessels. This is an increase of 46.2 percent from the NOK 34 489 million in order backlog at the end of second quarter 2006.
The capacity of the maritime suppliers’ network in Finland is continuously stretched, causing it to become less competitive.
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Registration document The demand for large - panamax and post-panama – cruise vessels is stable. There are also many potential newbuild projects in the segment for smaller cruise vessels, while the ferry segment is less active.
Merchant Vessels In general, the newbuilding market for merchant ships has remained stronger the first half of 2007 than anticipated, mainly supported by the positive world economic development. For specialized merchant tonnage like chemical tankers it has been a healthy growth with biodiesel and vegetable oil trade growth as one major reason. There is also increased market interest for other specialized merchant ships.
A continuous increase in material costs for ships drives newbuilding prices, which takes down the interest for new contracting, despite market growth. The shipyards building merchant vessels are heavily loaded into 2009 and have some deliveries in 2010.
Two bunkering tankers were ordered in the second quarter of 2007 by Maritima, to a total value of NOK 182 million. At the end of the second quarter, there were 45 merchant vessels in the order backlog. The business area had an order backlog of NOK 11 039 million; which is up 8.7 percent compared with the corresponding quarter in 2006. Eleven vessels were delivered in the quarter.
Offshore & Specialized Vessels In the second quarter of 2007, the margin was negatively influenced by projects from Brevik. The projects and operations of the Brevik yard, and its hull yard in Romania, were reviewed. Based on these findings, it was decided to revise the profits on several projects downwards. Delays on hulls from the yard in Braila, Romania has given a negative effect on the productivity in Brevik, and resulted in some vessels being delayed to the customer. Corrective measures have been initiated, and the situation is improving, and is expected to be back on track by the end of 2007.
Eleven vessels were ordered in the second quarter, to a total value of NOK 4 715 million. Offshore & Specialized Vessels had an order backlog of 78 ships at a total value of NOK 23 928 million at the end of the period. This is an increase of 50.6 percent from previous year. Five vessels were delivered in the quarter. The second vessel for Aker Oilfield services was confirmed as a firm order in the quarter, and is included in the order book.
The activity level at the yards producing Offshore & Specialized Vessels is high, with good capacity utilization both for hull construction in Romania and at the outfitting yards in Norway. With the contract for six Anchor Handling Supply Vessels to be built at Aker Yards’ new shipyard in Vietnam, the order book now stretches into 2012.
Offshore & Specialized Vessels experienced an active market in the second quarter of 2007. Activity is expected to remain high in the market for larger, more complex vessels including construction vessels, large AHTS vessels and other specialized vessels such as diving support /ROV vessels. For standardized tonnage such as small PSV’s and small and medium-sized AHTS’s the market has softened somewhat. Demand for large and medium-sized PSV’s is expected to recover going forward.
Aker Yards currently has 32 vessels of own design in the order book, including two vessels to Aker Oilfield Services.
Outlook As per end of December 2006 Although Aker Yards enjoys a strong market position, the Group operates in a global market that features fierce competition. A streamlined project execution model covering work that spans several locations, and improved resource utilization and purchasing power through coordination across Group organizational borders, will contribute to Aker Yards maintaining the most cost- effective value chain in the chosen market segments. In 2006, Aker Yards acquired four yards and now has 17 shipyards in seven countries. Market developments are propelled by the challenges the Group faces due to competition from low-cost countries and increasing focus on customers’ needs.
The Group’s order backlog developed extremely favorably throughout 2006, both as a consequence of organic growth and through acquisitions. The shipbuilding market is expected to remain favorable due to economic growth, relatively low interest rates, and increased exports from China.
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Registration document As of 31 December 2006, the Group had an order backlog of NOK 79.4 billion. The year-end order backlog secures solid activity levels at all its business areas until 2009, with deliveries stretching into 2010.
Going forward, the Group’s revenues will increase as a consequence of the acquisitions made in 2006. The acquisitions, along with higher order intake, and a projected increase in capacity utilization at the yards in 2007, are expected to result in 2007 revenues for the Group in excess of NOK 30 billion; in 2008, revenues are expected to pass NOK 35 billion. Quarterly revenue and profit fluctuations are part of shipbuilding; such anticipated fluctuations are chiefly due to quarterly recognition of accruals for very large vessel newbuilding projects.
High activity levels in the shipbuilding industry have resulted in shortages of skilled workers, shipyard materials, suppliers, contractors, and other resources. In addition to a stronger focus on streamlined project execution and good risk management, follow-up of suppliers and contractors will be a priority to ensure deliveries on time and within budget.
The Group’s rapid growth in 2006 will be followed in 2007 by a consolidation phase. In 2006, a project aimed at identifying potential synergies via integration of the Group’s French and Finnish shipyards was initiated. The project’s overall objective is to improve operations and obtain annual savings of at least EUR 100 million by 2011. Five key areas are being pursued to achieve synergies: best practice, design, innovation, supplier network, and production capacity. The integration work that began in mid-2006 will take several years to complete. In the Merchant Vessels business area, integration of the two newly acquired shipyards, Aker Yards Florø and Damen Shipyards Okean, will continue throughout 2007. The shipyards acquired in 2006 expand capacity and generate several exciting business opportunities. The challenges encountered along the way will require significant attention and follow-up.
The goal of an aggregate EBITDA margin of seven percent for all Group business areas remains unchanged. However, this goal is not expected to be attained in 2007.
In 2006, Aker Yards further consolidated its position as a leading international shipyard group. Through strategic investments in yards in France, Ukraine and Norway, the company is well equipped to continue to develop its standing in the international shipbuilding market through profitable growth.
As per end of March 2007 The guidance given in the third quarter 2006 report is maintained.
As in previous years Aker Yards expects quarterly fluctuations, mainly due to the phasing of major projects.
The pressure on subcontractors is high, and demands a careful follow up in order to ensure agreed quality and timely delivery in order to avoid negative effect on project results.
As per end of June 2007 Despite the very fast growing of the Company in a heated environment, resulting in operational challenges, the Company will come back with improved results already in 2008.
As per 6th July 2007 As a result of challenges in the three Finnish yards, mainly related to the ferry projects, Aker Yards is revising its earnings forecasts. Project estimates have been revised, and the operating results for the second quarter and for 2007 will be lower. At the same time, Aker Yards is announcing divestments that allow for a sustainable payment of dividend to shareholders for 2007.
The main reason for the revised estimates lies in the heavy load in the Finnish operations, and is mainly related to the building of ferries. The very high level of growth in activity level at the same time as the market is booming has lead to a lack of resources giving a knock-on effect on the total backlog of ferries.
As per end of September 2007 The shipbuilding markets are strong, both when it comes to the general shipbuilding markets and when it comes to the main markets Aker Yards is present in.
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Registration document The guidance given previously for the full year 2007 is maintained, and the long term target of 7 percent EBITDA margin is still valid.
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.
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9. Administrative, management and supervisory bodies
9.1 Information about persons
Board of Directors The overall management of the Company is vested in the board of directors and the President & CEO, with the latter being responsible for the day-to-day management of the Company in accordance with instructions, policies and operating guidelines set out by the board of directors.
The table below set out the names of the members of the Company's Board: Name Position Business address Svein Sivertsen Board Chairman Hoffsveien 70 B, N-0377 Oslo, Norway
Ole Melberg Deputy Chairman Hoffsveien 70 B, N-0377 Oslo, Norway
Rebekka Glasser Board Member Hoffsveien 70 B, N-0377 Oslo, Norway Herlofsen
Martinus Brandal Board Member Hoffsveien 70 B, N-0377 Oslo, Norway
Carola Teir-Lehtinen Board Member Hoffsveien 70 B, N-0377 Oslo, Norway
Arne Otto Rogne Board Member, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Karl Johan Breivik Board Member, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Terje Nerås Board Member, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Hermann Ingolf Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway Frostad representative Audun Grønnevik Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Trond Haugholt Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Henning Ryland Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Arnt Ove Sporsheim Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Terje Johnsen Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Jan Steven Jorkjend Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Jan Petter Frostad Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative Helge Kolseth Deputy director, employee Hoffsveien 70 B, N-0377 Oslo, Norway representative
Svein Sivertsen, born 1951, previously held the position of Managing Director of Fokus Bank ASA, has served as Managing Director of Nidar AS, and was SINTEF Group Senior Executive Vice President. Today, Mr. Sivertsen is a partner in Borgersen & Partners as. He holds a master’s degree in engineering from the Norwegian University of Science and Technology, NTNU, Trondheim. As per 9 July 2007, Svein Sivertsen holds 15 000 shares in the company (through Radin Invest AS), and no stock-options. Mr. Sivertsen has been a member of the board since 2004. Mr. Sivertsen is a Norwegian citizen.
Ole Melberg, born 1946, has more than 30 years of industry experience, including as CEO of Smedvig ASA until 1998. In 1998, Mr. Melberg founded Melberg Partners AS. Today, Mr. Melberg is a managing partner in Energy Ventures AS. He is a graduate of the Norwegian School of Economics and Business Administration in Bergen and INSEAD, France. As per 9 July 2007, Ole Melberg and parties closely related to him hold 5 000 shares in the company, and no stock-options. Mr. Melberg has been a member of the board since 2004. Mr. Melberg is a Norwegian citizen.
Rebekka Glasser Herlofsen, born 1970, spent four years as an associate with investment bankers
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Registration document Enskilda Securities in Oslo and London before joining Bergesen d.y. ASA, now BW Gas ASA, in 1999. At BW Gas ASA, Ms. Glasser Herlofsen is Director of Business Development and part of the company’s Group Management. She is a graduate of the Norwegian School of Economics and Business Administration, NHH, Bergen. As per 9 July 2007, Rebekka Glasser Herlofsen holds no shares in the company, and no stock-options. Ms. Glasser Herlofsen has been a member of the board since 2004. Ms. Glasser Herlofsen is a Norwegian citizen.
Martinus Brandal, born 1960, has been President & CEO of Aker Kværner ASA since July 2006. Prior to that, Mr. Brandal was Executive Vice President (EVP) in charge of operations, strategy and business development at Aker ASA. He joined the Aker Group in July 2004. From 1985 to 2004, Mr. Brandal held various management positions in the ABB Group, including Group Senior Vice President and Head of Business Area Process Automation, at its headquarters in Zürich. He has also held board positions in several Aker companies, including Aker Kvaerner, Aker Yards, and Aker Seafoods. Mr. Brandal holds a Bachelor’s of Science in Electrical Engineering from Oslo University College. As per 9 July 2007, Martinus Brandal holds no shares in the company, and no stock- options. Mr. Brandal has been a member of the board since 2004. Mr. Brandal is a Norwegian citizen.
Carola Teir-Lehtinen, born 1952, is the Executive Vice President, Corporate Communications, of the Finnish energy group Fortum; she has been on the group’s management team since 2000. She is a board member of the Stockmann Abp department store chain. Ms. Teir-Lehtinen has also served as Environment and Product Safety Chief at Fortum and Neste. She brings experience from several international industrial-sector assignments, and holds a master’s degree in chemistry from Åbo Academy. As per 9 July 2007, Carola Teir-Lehtinen holds no shares in the company, and no stock-options. Ms. Teir-Lehtinen has been a member of the board since 2006. Ms. Teir-Lehtinen is a Finnish citizen.
Arne Otto Rogne, born 1962, is a Union Representative at Aker Yards ASA. Mr. Rogne has been employed at Aker Yards, Brattvaag since 1994. Mr. Rogne serves as the elected Corporate Employee Representative. He is a master industrial carpenter. As per 9 July 2007, Arne Otto Rogne holds no shares in the company and no stock options. Mr. Rogne is a Norwegian citizen.
Karl Johan Breivik, born 1946, is Union Representative at Aker Yards, Brevik. Breivik has been employed as industrial mechanic at Aker Yards, Brevik since 1990. As per 9 July 2007, Karl Johan Breivik holds no shares in the company and no stock options. Mr. Breivik is a Norwegian citizen.
Terje Nerås, born 1969, is a Union Representative at Aker Yards. Mr. Nerås has been employed at Aker Yards, Langsten since 1987. He is currently employed in the technical department as project design manager, and holds a B.Sc. degree in Naval Architecture. As per 9 July 2007, Terje Nerås holds no shares in the company and no stock options. Mr. Nerås is a Norwegian citizen.
Hermann Ingolf Frostad, born1942, is AU (works council) member and union representative at Aker Yards, Langsten. Mr. Frostad has been employed at Aker Yards, Langsten (former Langsten Slip og Båtbyggeri) since 1969 As per 08 August 2006, Hermann Ingolf Frostad holds no shares in the company, and no stock-options. Mr. Frostad has been a deputy member of the board since 2004. Mr. Frostad is a Norwegian citizen.
Audun Grønnevik, born 1952, is a Union Representative. He has been employed at Aker Yards since 1975. Mr. Grønnevik is a Norwegian citizen.
Trond Haugholt, born 1955, is a Union Representative at Aker Brevik. Mr. Haugholt has been employed at Aker Yards since 1987. He is currently head of the department for steel outfitting at Aker Yards, Brevik. As per 29 October 2007, Trond Haugholt has no shares in the company and no stock options. Mr. Haugholt is a Norwegian citizen.
Henning Ryland, born 1954, is a Union Representative at Aker Yards, Florø. He has been employes at Aker Yards since 1989. Mr. Ryland is a Norwegian citizen.
Arnt Ove Sporsheim, born 1961, is a Union Representative at Aker Yards, Aukra. He has been employed at Aker Yards since 1989. Mr. Sporsheim is a Norwegian citizen.
Terje Johnsen, born 1969, is a Union Representative at Aker Yards, Søviknes. He has been employed at Aker Yards since 2000. Mr. Johnsen is a Norwegian citizen.
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Registration document Jan Steven Jorkjend, born 1968, is a Union Representative at Aker Yards Brevik. Mr. Jorkjend has been employed at Brevik Engineering since 2002. He is currently employed in the structural department as a senior structural engineer, and holds a B.Sc. Hons. Degree in mechanical engineering and a MSc degree in offshore engineering. As per 29 October 2007, Jan Steven Jorkjend holds no shares in the company and no stock options. Mr. Jorkjend is a Norwegian citizen.
Jan Petter Frostad, born 1961, is a deputy Union Representative at Aker Yards. Mr. Frostad has been employed as Project Purchaser at Aker Yards, Langsten since 2004. As per 29 October 2007, Jan Petter Frostad holds no shares in the company and no stock options. Mr. Frostad is a Norwegian citizen. Helge Kolseth, born 1957, has been employed at the yard in Florø since 1980, which became a part of Aker Yards during the summer 2006. Mr. Kolseth has been foreman for 13 years and is currently employed as planner. As per 29 October 2007, Helge Kolseth has no shares in the company and no stock options. Mr. Kolseth is a Norwegian citizen.
Management group The table below sets out the names of the members of the Company’s management:
Name Position Business address Yrjö Julin President & Chief Executive Officer Hoffsveien 70 B, N-0377 Oslo, Norway
Leif Borge Chief Financial Officer & Executive Hoffsveien 70 B, N-0377 Oslo, Norway Vice President
Juha Heikinheimo President, Cruise & Ferries Hoffsveien 70 B, N-0377 Oslo, Norway
Roy Reite President, Offshore & Specialized Hoffsveien 70 B, N-0377 Oslo, Norway Vessels
Tom Einertsen President, Merchant Vessels Hoffsveien 70 B, N-0377 Oslo, Norway
Oddvar Slettevold Executive Vice President, Projects & Hoffsveien 70 B, N-0377 Oslo, Norway Technology
Ole A. Heggheim Executive Vice President, Business Hoffsveien 70 B, N-0377 Oslo, Norway Development
Yrjö Julin, born 1957, has been with Aker Yards since 2002; first as President of Aker Finnyards and since 2004 as President of Aker Yards Cruise & Ferries Business Area before he took over as President & CEO of Aker Yards ASA in June 2007. Prior to this, Mr. Julin worked in Componenta Corporation for 16 years, the last period as Group Executive Vice President and COO. Before that, he had various positions in the industry since 1982. Mr. Julin holds a Master of Science in technology as well as Licentiate in technology in metallurgy from Helsinki University of Technology. As per 6 July 2007, Yrjö Julin holds 22 750 shares in the company, and no stock-options. Mr. Julin is a Finnish citizen.
Leif Borge, born 1963, has been CFO of Aker Yards ASA since 2002. Mr. Borge previously served as CFO at the following companies: Zenitel NV from 2000 to 2001, Stento ASA from 1998 to 2000, and Vitana, a subsidiary of Rieber & Søn ASA in the Czech Republic, from 1994 to 1997. Prior to that, Borge was a financial manager at Union Bank of Norway for two years. Leif Borge holds an MBA from PLU, in the state of Washington, USA. As per 6 July 2007, Leif Borge holds 39 000 shares in the company, and no stock-options. Mr. Borge is a Norwegian citizen.
Juha Heikinheimo, born 1957, has been with Aker Yards since 2005; first in the position as Senior Vice President of Sales and Marketing in Aker Finnyards, and between 2006 and 2007 in the same position for the Cruise & Ferries business area. Before this, Heikinheimo held various positions within international general and sales management in companies such as Componenta Corporation, where he was Managing Director of Santasalo Group and member of Componenta Corporation management team, in addition to 18 years in Metso Automation. He has been working for six years in France and two in Singapore. Juha Heikinheimo holds an MSc in Naval Architecture from the Technical University of Helsinki and an MSc in Financial Accounting from Helsinki School of
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Registration document Economics. As per 6 July 2007, Juha Heikinheimo holds no shares in the company and no stock options. Mr. Heikinheimo is a Finnish citizen.
Roy Reite, born 1965, has been President of Aker Yards’ Offshore & Specialized Vessels business area since 2001. Prior to that, Mr. Reite served as yard director at Aker Yards Søviknes. From 1996 to 1999, Reite worked as a corporate consultant at Intentia AS, gaining experience in various industries. He also has experience as project manager, production manager, and technical manager at Aker Yards, Søviknes. Mr. Reite is a board member of Sparebanken Møre. Roy Reite holds a Master of Science degree in Marine Engineering from the Norwegian University of Science and Technology (NTNU), Trondheim. As per 6 July 2007, Roy Reite holds 12 500 shares in the company, and no stock-options. Mr. Reite is a Norwegian citizen.
Tom Einertsen, born 1962, joined Aker Yards in 2003. Since September 2007 he has served as President, Merchant Vessels. Prior to this Mr. Einertsen was Senior Vice President Group Sourcing, and from June 2005 he served as Senior Vice President Business Development. Before joining Aker Yards, Mr. Einertsen was Managing Director of Aker Cold Bending and participated in the restructuring of Aker Verdal in Aker Kvaerner for a period of 3 years. Prior to this he held several management positions within engineering, sales and marketing. Mr. Einertsen holds an Engineering degree in process and piping design from The University of Houston, Texas. As of 31 August 2007, Tom Einertsen holds no shares in the company, and no stock options. Mr. Einertsen is a Norwegian citizen.
Oddvar Slettevold, born 1951, joined Aker Yards in 1998 and has been part of its executive management since 1999. Mr. Slettevold has 20 years of experience in engineering and technical management at Aker Engineering. Oddvar Slettevold has a Master of Science degree in Marine Engineering from the Norwegian University of Science and Technology (NTNU), Trondheim. As per 6 July 2007, Oddvar Slettevold holds 29 000 shares in the company, and no stock-options. Mr. Slettevold is a Norwegian citizen.
Ole A. Heggheim, born 1966, has been Executive Vice President of Aker Yards since 2004. Prior to that, Mr. Heggheim served as Vice President, Corporate Finance at Aker Kværner ASA for two years. From 1992 to 2002, Heggheim held various positions at Petroleum Geo Service ASA, including Vice President, Finance. Ole Heggheim began his career at the Norwegian Trade Council in 1991. He holds an MBA degree from the University of Texas, USA. As per 6 July 2007, Ole A Heggheim holds 26 500 shares in the company, and no stock-options. Mr Heggheim is a Norwegian citizen.
9.2 Administrative, management and supervisory bodies conflicts of interest There are no 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 The following table lists Aker Yards' twenty largest shareholders as of 5 November 2007: Shares Percent Name 44 565 360 39.23 RAMBERA AS 5 000 000 4.40 AKER YARDS ASA 3 657 450 3.22 BNP PARIBAS SEC. SER FRENCH RESIDENTS 3 597 907 3.17 MORGAN STANLEY AND C S/A MSIL IPB CLIENT 3 158 124 2.78 MELLON BANK AS AGENT MELLON BANK NA A/C 2 323 767 2.05 BANK OF NEW YORK, BR BNY GCM CLIENT ACCS 1 993 500 1.75 ORKLA ASA 1 857 810 1.64 LANDSBANKI ISLANDS H MEGLERKONTO INNLAND 1 765 080 1.55 BANK OF NEW YORK, BR S/A MSF-MUTUAL DISCO 1 721 000 1.51 DEUTSCHE BANK AG LON PRIME BROKERAGE FULL 1 286 735 1.13 CREDIT SUISSE SECURI (EUROPE) LTD./FIRMS 1 275 422 1.12 STATE STREET BANK AN A/C CLIENT OMNIBUS D 1 261 530 1.11 VITAL FORSIKRING ASA OMLØPSMIDLER 1 200 000 1.06 DRESDNER BANK AG PROPRIETARY HOLDINGS 1 162 378 1.02 EUROCLEAR BANK S.A./ 25% CLIENTS 1 139 124 1.00 JPMORGAN CHASE BANK S/A ESCROW ACCOUNT 1 119 080 0.99 ODIN EUROPA SMB 1 086 720 0.96 BANK OF NEW YORK, BR BNY GCM CLIENT ACCOU 1 025 415 0.90 CLEARSTREAM BANKING CID DEPT, FRANKFURT 1 003 900 0.88 UBS AG, LONDON BRANC S/A IPB NON SEG ACCO 81 200 302 71.47
During the first quarter of 2007, Aker ASA divested all its shares in Aker Yards.
As of 26 October 2007 the company had a total of 113 607 085 shares, distributed among 3 627 shareholders. 5 000 000 are treasury shares owned by Aker Yards ASA.
The annual general meeting in Aker Yards ASA approved on 29 March 2007 the Board’s proposal to split the Aker Yards share (1:5). Par value after split is NOK 4 per share, and the total number of shares is 113 607 085.
The Board was given authorization to increase the company’s share capital through new share subscription(s). The share capital can be increased by up to NOK 100 million, equivalent to 22 % of existing share capital.
Further, the Board was given authorization to acquire company shares of an aggregate par value of up to NOK 45 million (10 % of the share capital). At the end of first quarter 2007 22 % of the authorization had been exercised.
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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 Statement of compliance The consolidated financials statements of Aker Yards ASA and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS), which is adopted by EU.
Basis for preparation The consolidated financial statements are presented in NOK million, except when otherwise is indicated. Norwegian Kroner (NOK) is the functional currency of the parent company.
These consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments, available-for-sale investment securities and financial assets and financial liabilities held-for-trading that have been measured at fair value. The carrying values of recognized assets and liabilities that are hedged are adjusted to record changes in the fair values attributable to the risks that are being hedged.
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 to the Quarterly Report 3rd quarter 2007, Quarterly Report 2nd quarter 2007, Quarterly Report 1th quarter 2007, Annual report of 2006 and Annual Report of 2005 as follows:
Quarterly Quarterly Quarterly Annual reports report report report 3. Q 2007 2. Q 2007 1. Q 2007 2006 2005
Aker Yards ASA Group Profit and loss account Page 5 Page 5 Page 5 Page 44 Page 30 Balance sheet Page 6 Page 6 Page 6 Page 45 Page 31 Consolidated statement of changes Page 7 Page 7 Page 7 Page 46 Pages 32-33 in equity Cash flow statement Page 8 Page 8 Page 8 Page 47 Page 34 Notes to the accounts Pages 48-79 Pages 35-71
Aker Yards ASA Profit and loss account Page 80 Page72 Balance sheet Page 81 Page 73 Cash flow statement Page 82 Page 74 Notes to the accounts Pages 83-88 Pages 75-79
11.2 Financial statements See section 12.1 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 2006 and 2005 has been audited.
A statement of audited historical financial information is given in Annual report 2006 page 89 and Annual report 2005 page 80.
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Registration document 11.4 Age of latest financial information
11.4.1 Last year of audited financial information The last year of audited financial information is 2006.
11.5 Legal and arbitration proceedings Contractual disputes and legal proceedings – general In the course of the Group’s activities, the companies within the Group are parties to legal proceedings before both administrative and civil courts and bodies. Some proceedings are of a nature considered normal within shipbuilding businesses, including contractual disputes relating to projects in various sectors and disputes with regulatory authorities. The Group make provisions to cover the expected outcome of the proceedings to the extent that negative outcomes are likely and reliable estimates can be made. The Group evaluates on a regular basis whether additional provisions are appropriate based on how the proceedings develop. However, the final outcome of proceedings is subject to uncertainties and resulting liabilities may therefore exceed booked provisions.
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 issuer's financial or trading position There has been no significant change in the financial or trading position of the issuer 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 Listing Prospectus has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as Aker Yards 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 Listing Prospectus Cruise Lines International Cruise Lines International 6.1 Principal activities, Cruise and Association Association Market research Ferries Shippax Shippax Database 6.1 Principal activities, Cruise and Ferries
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13. Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration document at the headquarter of Aker Yards ASA, Hoffsveien 70 B, N-0377 Oslo, Norway:
(a) the memorandum and articles of association of Aker Yards ASA; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Aker Yards' request any part of which is included or referred to in the registration document; (c) the historical financial information of Aker Yards ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document.
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Registration document
Cross Reference List Reference in Registration Document Refers to 11.1 Historical Financial Information Annual Report of 2006, Annual Report of 2005, Quarterly Report 1th quarter 2007 and Quarterly Report 2nd quarter 2007 11.3.1 Statement of audited historical financial Annual Report of 2006 page 89 and Annual Report of information 2005 page 80
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Registration document
Aker Yards' memorandum and articles of association
The following is a translation of the Norwegian version. Only the Norwegian version is legally binding.
(per 29 March 2007)
§ 1 The company is a public limited liability company. The company's name is Aker Yards ASA.
§ 2 The company's registered office is in the municipality of Oslo, Norway.
§ 3 The company's purpose is owning and/or operating industrial and other, related activities, including those associated with shipbuilding, capital management and other group functions, and participation in or acquisition of other business activities.
§ 4 The company's share capital is NOK 454 428 340, comprising 113 607 085 shares, each with a par value of NOK 4. The company's shares shall be registered with the Norwegian Registry of Securities.
§ 5 The company's board of directors comprises 3-10 members, of whom one-third will be elected by and from employees of the companies in the Aker Yards Group. Up to three shareholder-elected alternate board members may be elected each year.
§ 6 The company shall have a nomination committee comprising no fewer than three members; nomination committee members are to be elected by the shareholders' meeting. The nomination committee makes recommendations in preparation for the election of board members. The shareholders' meeting may adopt instructions for the nomination committee's work.
§ 7 The Board Chairman alone or two Board Members together, of whom at least one must be a shareholder-elected director, may sign on behalf of the company.
§ 8 The company will have one general manager.
§ 9 Notification of shareholders' meetings must be via written notification to all shareholders with known addresses, at least two (2) weeks in advance. As soon as practicable after mailing the shareholders' meeting notice, notification must be published in at least one nationally distributed Norwegian newspaper. The company may specify a deadline for registering for the shareholders' meeting in the meeting notice; however, the registration period may not end earlier than five (5) days before the shareholders' meeting. Shareholders' meetings are chaired by the Board Chairman or by a person appointed by the Board Chairman. At the annual shareholders' meeting, the following issues are to be discussed and voted on: a) Approval of the financial statement and annual report, including dividend payments. b) Other issues that, pursuant to law, rules, regulations, or these articles of association must be handled by the annual shareholders' meeting.
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