Registration Document 2011
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Fred. Olsen Energy ASA, Registration Document 10 October 2011 Registration Document 2011 Fred. Olsen Energy ASA Joint Arrangers: Page 1 Fred. Olsen Energy ASA, Registration Document 10 October 2011 Important information This Registration Document is subject to the general business terms of the Arrangers, available at their websites. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Arrangers may prevent employees of the Arrangers who are preparing this presentation from utilizing or being aware of information available to the Arrangers and/or affiliated companies and which may be relevant to the recipient’s decisions. The Arrangers 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 Arrangers’ 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. Page 2 Fred. Olsen Energy ASA, Registration Document 10 October 2011 Table of Contents: 1. Risk factors .................................................................................................................... 4 2. Definitions ..................................................................................................................... 7 3. Persons responsible ........................................................................................................ 8 4. Statutory Auditors .......................................................................................................... 9 5. Information about the Issuer ........................................................................................... 9 6. Presentation of the issuer ............................................................................................... 10 7. Legal structure .............................................................................................................. 15 8. Trend Information ......................................................................................................... 17 9. Administrative, management and supervisory bodies ......................................................... 18 10. Share and shareholder information ................................................................................ 21 11. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses. ........................................................................................................................ 22 12. Documents on Display .................................................................................................. 24 Page 3 Fred. Olsen Energy ASA, Registration Document 10 October 2011 1. Risk factors Prospective investors should carefully consider the following risk factors, in addition to the other information presented in this registration document, before making an investment decision. The risks discussed below are not the only ones that may affect the Group’s or the Company’s business or the value of the Company’s securities. Additional risks may also impair the Group’s or the Company’s business operations and prospects. The order in which the risks factors appear is not listed by importance. Dependence on the Oil and Gas industry The Group’s business and operations depend principally upon conditions prevailing in the oil and gas industry and, in particular, the exploration, development and production spending of oil and gas companies and the availability of offshore drilling rigs and other vessels. The offshore drilling industry is influenced by many factors, including the current and anticipated prices of oil and gas, which in turn affect the expenditures by oil and gas companies for exploration, development and production. Historically, the offshore drilling industry has been highly competitive and cyclical, with periods of high demand, short rig supply and high day-rates followed by periods of low demand, excess rig supply and low day-rates. Market conditions will remain dependent on a variety of political and economic factors beyond the Company’s control, including overall economic conditions, worldwide demand for oil and gas, the ability of OPEC to set and maintain production levels, the level of production by non-OPEC countries, the prices of oil and gas and the policies of various governments regarding exploration and development of their oil and gas reserves. Any changes in such market conditions could have a material effect on the Group’s or the Company’s business, operating results and financial condition, including compliance with various debt covenants. Key Assets, Operating risks and hazard risks The Group’s offshore drilling business is dependent on a limited number of rigs and other vessels. Subsidiaries of the Company currently operates eight semi-submersible rigs (of which one is an accommodation unit) and one ultra deepwater drillship. Furthermore there is one additional ultra deepwater drillship under construction. All of these units are owned by the subsidiaries of the Company. From time to time, one or several of these units may be undergoing repair and maintenance potentially causing downtime and no dayrate earned on those units for shorter or longer period of time. Furthermore, at times, the rigs and other vessels are required to operate in unfavourable sea conditions and are exposed to other risks which may cause damage or loss. The replacement or repair of such units could take a significant amount of time and any severe damage to or the loss of any such unit could have a material adverse effect on the Company’s and the subsidiaries’ business, operating results and financial condition. The offshore drilling operations within the Group are subject to risks inherent in the offshore drilling industry. The drilling of oil and gas wells, particularly exploratory wells where little is known of the subsurface formations, involves the risks of extreme pressure and temperature, blowout, cratering and fires that could result in reservoir damage, injury or death to personnel, substantial damage to the property of the rig owners and others, pollution, suspension of drilling operations and loss of production. The offshore fleet owned by companies in the Group is also subject to the hazards inherent in marine operations, either while on site or traveling or under tow to site, such as capsizing, grounding, collision, damage from heavy weather or sea conditions and unsound location. Subject to contractual indemnifications and insurances, subsidiaries of the Company may also in certain circumstances be subject to liability for oil spills, reservoir damage and other accidents. Limitations on Insurance and Contractual indemnification The Company believes that adequate insurances in accordance with industry standards against normal Page 4 Fred. Olsen Energy ASA, Registration Document 10 October 2011 risks in its operations are in place. The subsidiaries of the Company have not taken out Loss of Hire insurances. Although all of the offshore units currently are insured, such insurance coverage may not under certain circumstances be available and, if available, may not provide sufficient funds to fully protect against all losses and liabilities that could result from the operations and in particular against catastrophic events involving mass pollution. The relevant companies within the Group generally have been and expect to continue to be able to obtain contractual indemnification pursuant to which the customers agree to protect and indemnify the companies to some degree from liability for reservoir, pollution and environmental damages. Nonetheless, the Company cannot guarantee that it will be possible to obtain full indemnities in all of the contracts, that the level of indemnification that can be obtained will be meaningful, that the indemnification provisions will be enforceable or that the customers will be financially able to comply with their indemnity obligations. The relevant subsidiaries of the Company will thus always, to some extent, be exposed to potential liabilities relating to oil and other types of pollution. Although the relevant