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Listing Prospectus Is, to the Best of Our Knowledge, in Accordance with the Facts and Contains No Omission Likely to Affect Its Import

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Listing Prospectus Is, to the Best of Our Knowledge, in Accordance with the Facts and Contains No Omission Likely to Affect Its Import B?IJ?D=FHEIF;9JKI 7Zg\ZhZcLdgaYl^YZD[[h]dgZA^b^iZY A^hi^c\d[i]Z8dbeVcnÉhh]VgZhdci]ZHB7"a^hi d[Dhad7³gh EaZVhZcdiZi]VicdhZXjg^i^ZhVgZWZ^c\d[[ZgZYdghdaY ejghjVciidi]^hEgdheZXijh BVcV\Zgh '.BVn'%%+ PROSPECTUS – BERGESEN WORLDWIDE OFFSHORE LIMITED IMPORTANT INFORMATION This Prospectus has been prepared in connection with the application for listing (the “Listing”) of the common shares of Bergesen Worldwide Offshore Limited (the “Company” or “BW Offshore”) on Oslo Børs. No shares or other securities are being offered or sold in any jurisdiction pursuant to this Prospectus. For the definitions of terms used throughout this Prospectus, see Section 18 “Definitions and Glossary of Terms” of this Prospectus. _______________________ The Company has furnished the information in this Prospectus. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act and related secondary legislation, including the EC Commission Regulation EC/809/2004. Oslo Børs has reviewed and approved this Prospectus in accordance with the Norwegian Securities Trading Act Section 5-8. This Prospectus has been published in an English version only. All inquiries relating to this Prospectus should be directed to the Company or the Managers. No other person has been authorised to give any information about, or make any representation on behalf of, the Company in connection with the Listing and, if given or made, such other information or representation must not be relied upon as having been authorised by the Company or the Managers. The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company or its subsidiaries subsequent to the date of this Prospectus. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Prospectus and before the Shares are listed on Oslo Børs, will be published and announced promptly as a supplement to this Prospectus in accordance with section 5-15 of the Norwegian Securities Trading Act. Neither the delivery of this Prospectus nor the completion of the Listing at any time after the date hereof will, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date. The distribution of this Prospectus may in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each reader of this Prospectus should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. In the ordinary course of their respective businesses, the Managers and certain of their respective affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company and its subsidiaries. Without limiting the manner in which the Company may choose to make any public announcements, and subject to the Company’s obligations under applicable law, announcements relating to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system. CERTAIN REGULATORY ISSUES WITH RESPECT TO THE UNITED STATES The Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or with any other regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities law. The distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe such restrictions. No shares or other securities are being offered or sold in any jurisdiction pursuant to this Prospectus. _______________________ Investing in the Company’s Shares involves certain risks. See Section 2 “Risk Factors” of this Prospectus. 1 PROSPECTUS – BERGESEN WORLDWIDE OFFSHORE LIMITED TABLE OF CONTENTS IMPORTANT INFORMATION.........................................................................................................................1 TABLE OF CONTENTS .....................................................................................................................................2 1. SUMMARY..................................................................................................................................................4 1.1 INTRODUCTION TO BERGESEN WORLDWIDE OFFSHORE ............................................................................................. 4 1.2 PURPOSE AND BACKGROUND OF THE LISTING ........................................................................................................... 4 1.3 THE LISTING ............................................................................................................................................................ 4 1.4 SUMMARY OF RISK FACTORS.................................................................................................................................... 4 1.5 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES................................................................................................ 5 1.6 SUMMARY OF OPERATING AND FINANCIAL INFORMATION ......................................................................................... 5 1.7 SUMMARY OF CAPITALISATION AND INDEBTEDNESS ................................................................................................. 9 1.8 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .................................................................................. 9 1.9 ADDITIONAL INFORMATION ..................................................................................................................................... 9 2. RISK FACTORS........................................................................................................................................11 2.1 GENERAL ...............................................................................................................................................................11 2.2 RISK FACTORS RELATING TO THE COMPANY AND THE INDUSTRY IN WHICH IT OPERATES...........................................11 2.3 RISK FACTORS RELATING TO THE SHARES................................................................................................................14 3. RESPONSIBILITY FOR THE PROSPECTUS .....................................................................................15 4. NOTICE REGARDING FORWARD-LOOKING STATEMENTS .....................................................16 5. THE LISTING ...........................................................................................................................................17 5.1 REASONS FOR THE LISTING .....................................................................................................................................17 5.2 THE LISTING PROCESS.............................................................................................................................................17 5.3 ADVISORS ..............................................................................................................................................................17 5.4 EXPENSES ..............................................................................................................................................................17 6. CURRENCIES...........................................................................................................................................18 7. SELECTED CONSOLIDATED FINANCIAL INFORMATION.........................................................19 7.1 SELECTED ANNUAL COMBINED AND CONSOLIDATED FINANCIAL INFORMATION ........................................................20 7.2 SELECTED UNAUDITED INTERIM CONDENSED, COMBINED AND CONSOLIDATED FINANCIAL INFORMATION .................23 7.3 SUMMARY OF ACCOUNTING POLICIES......................................................................................................................24 7.4 AUDITOR................................................................................................................................................................30 8. OPERATING AND FINANCIAL REVIEW...........................................................................................31 8.1 INFORMATION ON FINANCIAL CONDITION AND OPERATING RESULTS ........................................................................31 8.2 SIGNIFICANT CHANGES IN THE COMPANY’S FINANCIAL OR TRADING POSITION SINCE 31 MARCH 2006 ......................38
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