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Utskriftsdato 29.8.2021 COSL Drilling Europe AS Innsendt Dato: 07.07

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Utskriftsdato 29.8.2021 COSL Drilling Europe AS Innsendt Dato: 07.07 COSL Drilling Europe AS Innsendt dato: 07.07.2008 08:23 UtstederID: AWO MeldingsID: 214391 Instrument: - Marked: XOAM Kategori: INNSIDEINFORMASJON Informasjonspliktig: Ja Lagringspliktig: Nei Vedlegg: Tittel: COSL Announces Recommended Voluntary Cash Tender Offer to Acquire 100% of the Shares of AWO at NOK 85 per Share BEIJING, China, and Oslo, Norway, 7 July 2008 - China Oilfield Services Limited ("COSL", stock code on Hong Kong Stock Exchange 2883 and stock code on Shanghai Stock Exchange 601808) announces today that it has reached an agreement with Awilco Offshore ASA ("AWO", AWO.OL), the Oslo Stock Exchange-listed offshore drilling company, to launch a recommended voluntary cash tender offer (the "Offer") for 100% of the shares of AWO. A cash consideration of NOK 85 will be offered per share, which implies a total consideration for all shares of approximately NOK 12.7 billion (approximately US$2.5 billion). The Offer represents a premium of 18.7% over the closing price of AWO shares on 4 July 2008 and a premium of 42.4% over the closing price on 29 May 2008, the last day prior to AWO confirming a third party had expressed an interest in acquiring the company. AWO's Board of Directors has unanimously decided to recommend the Offer. In addition, Awilco AS and Aweco Holding AS, representing in aggregate 40.11% of the outstanding shares in AWO, have undertaken to accept the Offer with respect to their shareholdings in AWO. The Offer will be made by COSL Norwegian AS (the "Offeror"), a Norwegian limited liability company 100% owned by COSL. The acquisition will be financed by way of internal resources of COSL and committed external financing from banks. The combination of COSL and AWO would create the world's 8th largest rig fleet, consisting of 34 operated rigs (including rigs under construction) with operation and growth opportunities in most major international markets. AWO's modern high-specification rigs and cutting-edge technology for offshore drilling is a good strategic fit for COSL pursuant to its globalization and growth strategies. The complete details of the Offer, including all terms and conditions, will be contained in an offer document to be sent to AWO shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. As further detailed and specified in the offer document, the Offer will be subject to the following conditions being satisfied or waived: (a) valid acceptances in respect of a number of shares of AWO which exceeds 90 per cent of the shares and votes in AWO on a fully diluted basis; (b) AWO complying with certain covenants, including relating to change of share capital, distributions to shareholders and material acquisitions or material disposals; (c) all authorizations, consents, clearances and approvals necessary for the Offer from relevant authorities in the Peoples Republic of China having been obtained on terms satisfactory to the Offeror; (d) the shareholders of COSL having duly approved the acquisition of the shares of AWO and the Offer (the majority shareholder, China National Offshore Oil Corporation ("CNOOC") has given an undertaking to vote in favor of the offer); (e) no occurrence of any AWO Group specific material adverse change relating to the assets or operations of the AWO Group taken as a whole; (f) AWO's Board not having changed or withdrawn its recommendation for the Offer. The Board has the right to withdraw its recommendation of the Offer at any time during the acceptance period in the Offer if the Board of Directors at its discretion (after 1 Utskriftsdato 24.9.2021 having consulted their advisers) believes that it is necessary in order to comply with its fiduciary duties. All shareholders having accepted the Offer may withdraw their acceptance in the event the Board of Directors of AWO should decide to withdraw its recommendation of the Offer in accordance with the foregoing. If as a result of the Offer, the Offeror acquires and holds more than 90% of the total issued share capital of AWO representing more than 90% of the voting rights in AWO, the Offeror intends to carry out a compulsory acquisition of the remaining shares in AWO. Also, if, as a result of the Offer, a subsequent mandatory offer or otherwise, the Offeror holds a sufficient majority of the Shares in AWO, the Offeror intends to propose to the general meeting of AWO that an application is filed with Oslo Stock Exchange to de-list the shares of AWO. The offer document for the Offer is expected to be sent to AWO shareholders during the week of 14 July 2008, and the Offer is expected to close in September or October 2008 subject to the conditions of the Offer being met or waived. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. Lehman Brothers Asia Limited and J.P. Morgan Securities (Asia Pacific) Limited are acting as international financial advisors for COSL and the Offeror, and China International Capital Corporation (Hong Kong) Limited is acting as financial advisor for COSL and the Offeror. AWO is being advised by Fearnley Fonds ASA and Pareto Securities AS in connection with the Offer. Simultaneous with this announcement, COSL issues a statement on the Hong Kong Stock Exchange, reflecting its disclosure obligation of a possible major transaction. This statement provides certain additions to the information provided herein. The statement is available from the web page of the Hong Kong Stock Exchange at www.hkexnews.hk. A similar statement from COSL will also be available on the Shanghai Stock Exchange web page at www.sse.com.cn. About COSL COSL is a leading international integrated oilfield service company providing services to each phase of offshore oil and gas exploration, development and production. Its four core business segments are drilling services, well services, marine support & transportation services and geophysical services. COSL has been listed on the Main Board of the Stock Exchange of Hong Kong Limited since 20 November, 2002 under the ticker 2883. Since 26 March, 2004, COSL's stocks have been tradable as Level I unlisted American Depositary Receipts in the OTC (over-the-counter) market in the United States. The ticker symbol is CHOLY. COSL listed its A shares on Shanghai Stock Exchange under the ticker 601808 since 28 September, 2007. COSL currently operates 15 drilling rigs, including 11 jack-ups and 3 semi-submersibles while operating one leased jack-up rig. In addition, COSL owns and operates the largest and most diverse fleets in offshore China, including 75 support vessels and 4 oil tankers, 5 chemical tankers, 8 seismic vessels, and 4 geotech survey vessels. It also has a vast array of modern facilities and equipment for wire-line logging, drilling fluids, directional drilling, cementing, well completion, acidulation, and well work-over services. COSL's business activities are conducted in over 15 countries and regions, including North and South America, the Middle East, offshore Africa and offshore Europe. COSL and its worldwide employees are dedicated to providing premier quality services, while adhering to the highest health, safety and environmental standards. COSL has obtained the ISM (International Safety Management) certifications and operated under the ISO 14000, ISO 9000 as well as OSHA 18000 to achieve QHSE management standards. About AWO AWO is an international offshore drilling contractor owning and operating five jack-up drilling rigs and two accommodation units. Another three jack-up drilling rigs and three semi submersible drilling rigs are under construction. AWO also holds options for the construction of two semi submersible drilling rigs. This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. Contacts Awilco Offshore ASA 2 Utskriftsdato 24.9.2021 Sigurd E. Thorvildsen, Chairman Telephone +47 22 01 43 00 +47 97 74 21 21 Henrik Fougner, Chief Executive Officer Telephone +47 22 01 43 00 +47 90 68 86 08 China Oilfield Services Limited Zhong Hua, Executive Vice President and Chief Financial Officer Telephone +86 10 8452 1322 +852 2212 2515 Chen Weidong, Executive Vice President and Chief Strategy Officer Telephone +86 10 8452 1322 +852 2212 2515 This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act) 3 Utskriftsdato 24.9.2021.
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