Fred. Olsen Energy ASA, Registration Document 10 October 2011
Registration Document 2011
Fred. Olsen Energy ASA
Joint Arrangers:
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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.
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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
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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
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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 companies within the Group seek to obtain adequate coverage under the liability insurances and also to limit their exposure in the agreements with their customers, there can be no assurance that such attempts to limit, reduce or offset such liability will at all times be fully sufficient.
Reliance on significant Customers and long-term contracts The business of several of the companies within the Group depends to a significant extent upon a limited number of contractual relationships with major customers. The loss of significant contracts, or the inability of any significant customer to perform its contractual obligations, could have a material adverse effect on the Company’s and the subsidiaries’ business, operating results and financial condition. The ability to fund operations will depend on the ability to consistently secure drilling contracts for the rigs at sufficiently high day-rates. Although the relevant companies within the Group currently have drilling contracts for the offshore units in the fleet, the Company cannot guarantee that new contracts for the offshore units upon expiration or termination of the existing arrangements will be obtained. Even if acceptable contracts are obtained, the relevant companies may encounter unforeseen technical or other problems or a need for modifications or repairs, which may prevent the payment of full day-rate until the problems are solved the necessary modifications done. In addition, a drilling contract may typically be terminated by the customer in the event that the relevant unit is destroyed or lost, or if operations are suspended for a specified period of time as a result of a major equipment breakdown resulting from events beyond the control of either party.
High Fixed Costs and future capital requirement The business within the Group is capital intensive and requires significant capital outlays for equipment, such as offshore units and other fixed assets. As a result, high fixed costs in the operations are incurred. Any inability of the companies within the Group to secure contracts and maintain high utilization rates for the offshore units and crews could have a material adverse impact on the Company’s business, operating results and financial condition. Further, there can be no assurance that the existing and future contracts will provide income adequate to cover all fixed and variable costs associated with the offshore units.
New Build Project The new build project of the ultra deepwater drillship is subject to several risks, including delays and cost overruns which could adversely affect the Group’s and the Company’s financial condition.
Government regulation The operations of the companies within the Group are, and will continue to be, subject to numerous international conventions as well as national, state and local laws and regulations in force in the jurisdictions in which the business is or will be conducted. These laws and regulations relate to the protection of the environment, human health and safety, taxes, labor and wage standards, certification, licensing, safety and training and other requirements. Laws, regulations and licensing of the various governments of the countries in which the companies operate regarding the exploration for and
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Fred. Olsen Energy ASA, Registration Document 10 October 2011 development of oil and gas reserves can impact the rate of development of oil and gas fields, which in turn affects the demand for the services of the companies within the Group. The amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating exploratory or development drilling and production for oil and gas for political, economic or other reasons could harm the Group’s and the Company’s business, operating results or financial condition.
Competition The offshore industry is characterized by high capital costs, long lead times for the new builds or conversion of rigs and significant competition for relatively few customers. Drilling contracts are traditionally awarded on a competitive bid basis, and price competition is often the primary factor in determining which among qualified contractors is awarded a job. Some of the competitors of the Company and its subsidiaries have significantly greater financial, marketing, personnel and other resources than the companies within the Group. As a result, such competitors may be better able to withstand cyclical fluctuations in demand for offshore drilling, offshore fabrication and related services or to compete for existing demand for such services.
International Operations The operations of the subsidiaries of the Company are currently mainly conducted in five countries, i.e. Norway, the United Kingdom, Brazil, Mozambique and Singapore. These countries, as other countries, see varying political, cultural and legal environments. The international operations within the Group are subject to certain political, economic and other uncertainties, including, among others, risks of war, terrorist attacks, expropriation, nationalization, renegotiation or nullification of existing licenses or treaties, taxation and resource development policies, foreign exchange restrictions, changing political conditions and other risks relating to foreign governmental sovereignty over certain areas.
Effects of Changes in Exchange Rates A significant portion of the revenues to the subsidiaries of the Company are denominated principally in US dollars. As a considerable portion of the corresponding operating expenses are denominated in NOK and GBP, the results of the operations are to a certain degree exposed to fluctuations in foreign exchange rates. Fluctuations in the exchange rates of such foreign currencies may thus have an adverse effect on th sales and operating results. While the Company and its subsidiaries attempt to avoid currency exposure by matching the currency of new investments with the funding thereof, and engage in certain foreign exchange hedging transactions to hedge a portion of the foreign currency exposure, there can be no assurance that the hedging strategies will adequately protect the Company and the subsidiaries from the effects of future exchange rate fluctuations.
Holding Company Structure The Company is a holding company, the material assets of which are the outstanding shares of, or other equity interests in, its subsidiaries. The Company therefore is dependent upon payments, dividends and distributions from its subsidiaries for funds to pay its operating and other expenses and to make payments of interest and principal on the Bonds. There can be no assurance that the Company at all times will receive funds sufficient to meet such obligations.
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
2. Definitions
Annual Report of 2009 - Fred. Olsen Energy ASA's annual report of 2009.
Annual Report of 2010 - Fred. Olsen Energy ASA's annual report of 2010.
Board or Board of Directors - the Board of directors of the Company
Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret)
EBIT - earnings before interest and taxes (Operating earnings)
EBITA - earnings before interest, taxes and amortisation (Gross operating earnings after depreciation)
EBITDA - earnings before interest, taxes, depreciation and amortisation (Gross operating earnings)
FOE - Fred. Olsen Energy ASA
Group - the Company and its subsidiaries from time to time
IFRS - International Financial Reporting Standards
ISIN - International Securities Identification Number
Listing Prospectus - Registration Document and Securities Note
NOK - the lawful currency for the time being in Norway
NGAAP - generally accepted accounting principles in Norway
Oslo Børs - Oslo Børs ASA
Fred. Olsen Energy ASA or the Company or the Issuer or the Borrower - Fred. Olsen Energy ASA, company reg. no. 977 388 287
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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: Fred. Olsen Energy ASA, Fred. Olsens gate 2, 0152 Oslo.
3.2 Declaration by persons responsible
Responsibility statement: This Listing Prospectus has been prepared by Fred. Olsen Energy ASA with a view to providing a description of relevant aspects of Fred. Olsen Energy ASA in connection with the Bond Issue and an investment therein. We confirm that, haven 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, 10 October 2011
______Fred. Olsen Energy ASA
Disclaimers:
Joint Arrangers ABG Sundal Collier and Nordea Bank ASA/ Nordea Markets have assisted the Company in preparing the Listing Prospectus. Neither ABG Sundal Collier nor Nordea Bank ASA/ Nordea Markets has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Arrangers 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 Fred. Olsen Energy 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 Arrangers or on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo (Norway), 10 October 2011
ABG Sundal Collier, Nordea Bank ASA/ Nordea Markets
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
4. Statutory Auditors
4.1 Names and addresses
KPMG AS Sørkedalsveien 6 P.O. Box 7000 Majorstuen N-0306 Oslo
Tel. +47 04063 Fax. +47 22 60 96 01
State Authorized Public Accountant (Norway) Asbjørn Næss has been liable for the Auditor's report for 2009 and 2010 for Fred. Olsen Energy ASA.
KPMG AS is member of The Norwegian Institute of Public Accountants.
5. Information about the Issuer
Legal name: Fred. Olsen Energy ASA Registration number: 977 388 287 Date of incorporation: 11 April 1997
Visiting- and headquarter address: Fred. Olsens gate 2 N-0152 Oslo, Norway
Tel: +47 22 34 12 43 Fax: +47 22 41 18 40
The Company is a publicly listed company organized under the laws of Norway, including the Public Limited Companies Act.
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
6. Presentation of the issuer
Fred. Olsen Energy ASA (the Company) is listed on the Oslo Stock Exchange and provides exploration and production services to the offshore oil and gas industry building on 150 years’ experience in shipping and more than 35 years in offshore drilling.
Fred Olsen Energy ASA is the parent company of the Group. The issuer is a holding company and is directly or indirectly the shareholder of all subsidiaries in the Group. Operating revenues of Fred. Olsen Energy ASA consists of administrational and consultant fees. Fred. Olsen Energy ASA receives group contribution and dividends from its subsidiaries. The Company manages the overall strategy for the Group, as well as informational, capital and funding issues for the Group.
The operating activities of the Group consist of offshore drilling as well as engineering and fabrication services. The parent company of the Group is Fred. Olsen Energy ASA, with its corporate headquarters located in Oslo, Norway.
The Group manages its activities from offices in Norway, the UK, Singapore, South Africa, Mozambique, Hungary, Bermuda and Brazil. Operation of the offshore units is managed by Dolphin Drilling AS (100% owned) in Stavanger and Dolphin Drilling Ltd. (100% owned) in Aberdeen. The Harland & Wolff (H&W) shipyard, located in Belfast, Northern Ireland, and related activities form the Group’s engineering and fabrication division (92.2% owned).
Gross revenues in 2010 were NOK 6 019 million, a decrease of NOK 581 million from the previous year. The Group achieved earnings before depreciation and amortization, financial expenses and taxes (EBITDA) of NOK 3 401 million compared to EBITDA of NOK 3 981 million in 2009. The cash flow from operations amounted to NOK 3 327 million compared to NOK 4 225 million for 2009. Net interest bearing debt at 31 December 2010 for the Group was NOK 4 041 million.
The subsidiaries of the Group manages 9 rigs and vessels. In addition it has recently ordered one ultra deepwater drillship at Hyundai Heavy Industries Co. Ltd for delivery in 3Q 2013.
6.1 History
1997 Initial listing of FOE on the Oslo Stock Exchange.
1998 FOE’s ROV operation (remotely operated vehicle) activities were sold to Stolt Comex Seaways for a consideration of NOK 128 million.
1999 The conversion of Bideford Dolphin and Borgland Dolphin completed. FOE sold its windfarm business to A/S Borgå for GBP 11 million.
2000 Drillship Navis Explorer 1 (later renamed to Belford Dolphin) delivered from the yard in Korea and subsequently purchased by FOE.
The FOE fleet of Aker H-3 semis increased through the purchase of Bredford Dolphin.
FOE sold its shares in the US exploration and production company Callon Petroleum Inc. with a gain of NOK 100 million.
H&W delivered two drillships to GlobalSantaFe.
2001 The UK Ministry of Defence awarded a contract to H&W for the building of two ro-ro vessels. FOE purchased the Aker H-3 accommodation unit Borgholm Dolphin.
2003 Sold FPSO division to Fred. Olsen Tankers Ltd. for USD 58.5 million.
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Sale of Ivy Wood Properties for GBP 47 million.
Sold Dolphin Well Services AS for approximately USD 13.5 million to PSL Energy Services Limited.
Sold the support rig Borgila Dolphin for USD 20 million.
2005 The semi-submersible drilling rig Ocean Liberator, later renamed Blackford Doplhin was bought for USD 14 million, to be converted into a deepwater unit.
2007 Bredford Dolphin was upgraded to comply with requirements to operate on the Norwegian Continental Shelf.
2008 Blackford Dolphin started operations after the conversion to a deepwater unit.
2011 An ultra deepwater drillship was ordered from Hyundai Heavy Industries Co. Ltd.
6.2 Rigs & Vessels
Overview of the Group’s rig fleet:
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Fred. Olsen Energy ASA is a holding company and is directly or indirectly the shareholder and is directly or indirectly the shareholder of all subsidiaries in the Group. Fred. Olsen Energy ASA is hence dependent on receiving dividends and group contribution from its subsidiaries.
Dolphin Drilling Pte Ltd (DDPL) provides management and administrative support for the owners of the Rigs and Vessels. Dolphin Drilling Pte Ltd ( DDPL ) is incorporated in the Republic of Singapore and has its principal place of business at One Temasek Avenue .#36-02 Millenia Tower , Singapore 039192.
The immediate and ultimate holding companies are Dolphin International AS and Fred Olsen Energy ASA, respectively. Both companies are incorporated in Norway.
6.3 Contract Overview
Operating revenues of Fred. Olsen Energy ASA consists of administrational and consultant fees. Fred. Olsen Energy ASA receives group contribution and dividends from its subsidiaries.
Contract Overview as per 29 August2011:
2010 2011 2012 2013 2014
Belford Anadarko
Blackford Reliance Undiscl. Karoon
Bideford Statoil Statoil
Borgland Consortium
Bredford AGR 2) 2) Lundin 3) Lundin
Borgny Petrobras
Byford BP
Borgsten 1) TAQA
Borgholm BP BP
Newbuild*
1) Hurricane Exploration PLC 2) RWE DEA Norge AS 3) Premier Oil Norge AS *) UDW drillship from Hyundai Heavy Industries Co Ltd.
Yard / Class renewal survey Option
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6.4 Offshore Drilling
The drilling activities generated revenues of NOK 5 960 million compared to NOK 6 392 million in 2009. Within this segment, the Group achieved EBITDA of NOK 3 439 million. In 2009, the corresponding result was NOK 3 932 million.
Bideford Dolphin completed operations under a three- year drilling contract with Statoil Petroleum AS in January 2011. The unit thereafter commenced a new three-year drilling contract with Statoil Petroleum AS in direct continuation with previous contract. The contract will expire in January 2014. The rig completed its five-year class renewal survey in July 2009.
Borgland Dolphin completed a three-year drilling contract with Statoil ASA in January 2010 and commenced a new four-year drilling contract with a consortium consisting of eight oil companies, managed by Rig Management Norway AS. The contract will expire in January 2014. The rig completed its five-year class renewal survey in December 2009.
Bredford Dolphin completed operations under a three-year drilling contract with AGR Group and a consortium consisting of six oil companies in June 2010. The unit thereafter commenced a two-well drilling program with RWE Dea which was completed in December 2010. In January 2011 a three- well drilling contract commenced with Lundin Norge AS which is estimated to be completed in July/August 2011. In December 2010, a one-well contract, estimated to 60 days, was entered into with Premier Oil Norge AS commencing in direct continuation with the contract with Lundin Norge AS. In June 2011 a contract was entered with Lundin Norway AS for operation on the Norwegian Continental Shelf. The contract is for a six well drilling program with an estimated duration of one year, with commencement November/December 2012. Lundin has the option to extend the contract period with four additional wells within 30th of November 2011. The rig completed its five- year class renewal survey and upgrade in June 2007.
The ultra deepwater drillship Belford Dolphin completed operations under a three-year drilling contract with Anadarko Petroleum Corporation in April 2010. The unit thereafter commenced a new three-year drilling contract with Anadarko in direct continuation with previous contract. The contract will expire in April 2013. The rig completed its five-year class renewal survey in November 2009.
Blackford Dolphin continued operations under a three-year drilling contract with Reliance Industries Ltd., which will expire in December 2011. The unit is currently under a sublet to Statoil for operations offshore Brazil. In April 2011, a new one-well LOI was entered into for operations in Brazil with commencement in direct continuation with the Reliance contract. In May 2011, a new three-well LOI with Karoon Petroleo & Gas S.A. was entered into for operations in Brazil with commencement in direct continuation with the above mention well. The rig will undertake its next five-year class renewal survey in 2013.
Borgny Dolphin commenced operations under a five-year drilling contract with Petrobras in September 2008. The contract is estimated to expire in September 2013. The unit completed its five-year class renewal survey and upgrade in April 2010.
Byford Dolphin commenced operations under a three-year drilling contract with BP Exploration Operating Co. Ltd in the beginning of April 2010 in the UK sector of the North Sea. The contract will expire April 2013. The unit completed its five-year class renewal survey and upgrades in April 2010.
Borgsten Dolphin completed a two-well drilling contract with Hurricane Exploration PLC in October 2010. In March 2011 a four-well drilling contract, estimated to 180 days, was entered into for operation in the UK sector of the North Sea. Commencement was in April 2011. The rig completed its five-year class renewal survey in May 2010.
Borgholm Dolphin, the accommodation unit, completed a contract with BG Group mid December 2009. In June 2010, a new nine-month contract was entered into with BP Exploration Operating Co. Ltd. for work on the Andrew field in the UK sector with start up in the latter part of February 2011. In February 2011, a new ten-month contract was entered into for operation in UK sector with commencement in direct continuation with the contract with BP Exploration Operating Co. Ltd.
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There is a total option period of four months in connection to the last contract. The unit completed its five-year class renewal survey in January 2008.
6.6 Engineering and Fabrication
The Harland and Wolff shipyard is located in Belfast, Northern Ireland. It offers a broad range of services to the offshore and marine industries, with focus on ship repair, ship building, steel fabrication and engineering services. The yard area is also serving as a logistic and assembly base for offshore windfarms.
Total revenues within the engineering and fabrication division in 2010 amounted to NOK 59 million and EBITDA was negative NOK 38 million. In 2009, total revenues were NOK 209 million and EBITDA was NOK 50 million. The H&W yard continued its operations in engineering, ship repair and shipbuilding. The yard has continued to develop as a logistics and assembly base for windfarms during 2010 and commenced a new windfarm project late 2010. The core workforce decreased by 20 persons in 2010 to a total of 131 employees. The company will continue to seek to secure contracts for additional windfarm related projects, in addition to shipbuilding, ship repair and engineering in the years to come.
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7. Legal structure
Fred Olsen Energy ASA is the parent company of the Group. The issuer is a holding company and is directly or indirectly the shareholder of all subsidiaries in the Group. Operating revenues of Fred. Olsen Energy ASA consists of administrational and consultant fees. Fred. Olsen Energy ASA receives group contribution and dividends from its subsidiaries.
The Company’s purpose is to carry on shipping business, including the ownership and leasing of floating platforms and everything related thereto, including owning shares and interests in companies with similar or related business.
The Company is a holding company and is the mother company of the Group. It manages the overall strategy for the Group, as well as informational, capital and funding issues for the Group.
Summarized corporate structure*:
Fred. Olsen Energy ASA
Offshore Drilling Engineering & Fabrication
Dolphin International AS Atlan Shipping Co. Ltd Dolphin Drilling AS
Dolphin Drilling Ltd. Harland and Wolff Group Plc Blackford Dolphin Pte. Ltd. Bideford Dolphin Pte. Ltd.
Borgland Dolphin Pte. Ltd. Borgsten Dolphin Pte. Ltd. Byford Dolphin Pte. Ltd.
Borgny Dolphin Pte. Ltd. Dolphin Drilling Pte. Ltd. Borgholm Dolphin Pte. Ltd.
Bredford Dolphin Pte. Ltd. Dolphin Drilling Personnel Pte. Ltd.
*This overview of the corporate structure is not a complete overview of all companies in the Group.
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7.2 Subsidiaries
Overview of all subsidiaries per 31.12.2010
Shareholder and Company Jurisdiction voting shares Dolphin Drilling AS Norway 100.0 % Dolphin International AS Norway 100.0 % Blackford Dolphin Pte. Ltd. Singapore 100.0 % Bideford Dolphin Pte. Ltd. Singapore 100.0 % Borgland Dolphin Pte. Ltd. Singapore 100.0 % Borgsten Dolphin Pte. Ltd. Singapore 100.0 % Byford Dolphin Pte. Ltd. Singapore 100.0 % Borgny Dolphin Pte. Ltd. Singapore 100.0 % Dolphin Drilling Pte. Ltd. Singapore 100.0 % Borgholm Dolphin Pte. Ltd. Singapore 100.0 % Bredford Dolphin Pte. Ltd. Singapore 100.0 % Dolphin Drilling Personnel Pte. Ltd. Singapore 100.0 % Dolphin Drilling Ltd Scotland 100.0 % Dolphin Mexicana AS Norway 100.0 % Dolphin Drilling South Africa (Proprietary) Ltd. South Africa 100.0 % Perforadora Dolphin Mexicana Mexico 100.0 % Navis Drilling Ltda Brazil 100.0 % Dolphin Brasil Ltda Brazil 100.0 % Atlan Shipping Co. Ltd. Northern Ireland 100.0 % Harland and Wolff Group PLC Northern Ireland 92.2 % Harland and Wolff Heavy Industries Ltd. Northern Ireland 92.2 % Harland and Wolff Ro Ro Ltd. Northern Ireland 92.2 % Compact Holdings (NI) Ltd Northern Ireland 100.0 % Compact Properties (NI) Ltd Northern Ireland 100.0 %
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8. Trend Information
8.1 Outlook
The number of tenders and fixtures within the offshore drilling market increased in 2010 compared to 2009. The trend has been shorter term contracts and decreasing lead-times, however, the rate levels have been relatively stable. The oil price has fluctuated at levels between USD 70-90 per barrel during 2010, while we have seen the oil price above USD 110 per barrel in the beginning of 2011, due to the political tensions in the North Africa/Middle East. The increased tender and fixture activity has materialized in a number of contracts in 2010 and the prospects for 2011 are relatively positive.
During the period 2011 to 2014 a total of 64 newbuild offshore floating drilling units are scheduled to enter the market. In 2010 a total of 23 units were delivered. Despite the relatively high number of newbuilds, the majority of these will commence operation on longer term contracts at attractive dayrates. At year-end 2010 approximately 60% of the 64 newbuilds have secured contracts.
The Group operates two deepwater units, i.e. Belford Dolphin and Blackford Dolphin, six mid-water semi-submersible drilling rigs and one semi-submersible accommodation unit, of which three drilling rigs are approved for operations in Norwegian waters. Geographically, the Group currently operates in Norway, the UK, Mozambique and Brazil. At year-end, the Group’s offshore units had an average contract length of 21 months (23 months in 2009). The secured contract value for the fleet as per 31 December 2010 was approximately USD 2.2 billion (USD 2.6 billion in 2009).
8.2 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, Fred. Olsen Energy ASA
The Board of Directors consists of five board members who are elected for a two-year period. All of the Directors are independent of the Company’s management and three of them are independent also in relation to the Company’s main shareholders Ganger Rolf ASA and Bonheur ASA. 40% of the Board members are women.
During 2010 the Board of Directors had 10 meetings. The Board of Directors has appointed an Audit Committee consisting of two Directors, of which one is independent of the main shareholders of the Company. The charter of the audit committee is to assist the Board of Directors in fulfilling its responsibilities concerning the financial reporting process, internal controls, management of financial risks, the audit process and the Group’s process for monitoring compliance with applicable laws and regulations. The Board of Directors has appointed a Compensation Committee comprising four Directors, including the Chairman of the Board. The Compensation Committee discusses and recommends to the Board of Directors salary and benefits for the Chief Executive Officer and senior management, as well as the management incentive schemes for the Group. The compensation to the Chief Executive Officer comprises salary, pension scheme, company car and performance bonus.
The table below set out the names of the members of the Company’s board
Name Position Business Address Anette S. Olsen Chairman Fred. Olsens gate 2 Jan Peter Valheim Director Fred. Olsens gate 2 Agnar Gravdal Director Fred. Olsens gate 2 Cecilie B. Heuch Director Fred. Olsens gate 2 Øyvin Fjeldstad Director Fred. Olsens gate 2
Anette S. Olsen (born 1956), Chairman
Mrs. Olsen has been the Chairman of the Board since the inception of the Company in 1997. Since 1994 Mrs. Olsen has been the sole proprietor of Fred. Olsen & Co. – which i.a. provides administrative services to the stock listed companies Bonheur ASA and Ganger Rolf ASA. Mrs. Olsen holds chairman and ordinary board positions with a number of companies, hereunder with First Olsen Ltd., Fred. Olsen Renewables AS, Fred. Olsen Cruise Lines Ltd., Timex Corporation and NHST Media Group AS. Mrs. Olsen holds a BA in Business Organization and an MBA. Mrs. Olsen is a Norwegian citizen, resident in Oslo, Norway.
Jan Peter Valheim (born 1951), Director
Mr. Valheim joined the Board in May 2007 after he resigned from the position as Chief Financial Officer (CFO) of the Company and joined Fred. Olsen & Co. as CFO. Prior to joining Fred. Olsen Energy ASA in 2002, Mr. Valheim had previously held positions in Scribona AB, PC Lan ASA, Saga Petroleum ASA and Fearnley Finans AS. Mr. Valheim is a graduate from BI Norwegian School of Management. He is a Norwegian citizen, resident in Bærum, Norway.
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
Agnar Gravdal (born 1941), Director
Mr. Gravdal became a Director of the Board in May 2007. He is currently working as independent consultant after being CEO at the Rosenberg Yard from 2003-2007. In addition, he has many years experience from CEO positions within various companies in the Kværner group, Aker group and Umoe group as well as from development and design of advanced LNG ships. He holds positions within several boards, including chairman of the board in Sway AS and Lyse Produksjon AS and board member in Fred. Olsen Production ASA, Scanfuel AS and Inwind AS. He holds a Master Degree in Naval Architecture and Marine Engineering from NTNU 1968. Mr. Gravdal is a Norwegian citizen, resident in Stavanger, Norway.
Cecilie B. Heuch (born 1965), Director
Ms. Heuch became a Director of the Board in 2007. She is presently Chief Human Resource Officer in Det norske Veritas. Ms. Heuch has previously worked for Norsk Hydro in the fertilizer division (now Yara), in Hydro Aluminium and in Corporate staff. She has had several positions within economics and market analysis, strategy and business development. Ms. Heuch graduated from Institut d’Etudes Politiques de Paris. She has a MSc from London School of Economics and a Business diploma from Henley Management College. Ms. Heuch is a Norwegian citizen, resident in Bærum, Norway.
Øyvin Fjeldstad (born 1936), Director
Mr. Fjeldstad served as a deputy to the Board for several years and has been a Director since 2002. He is now active as an independent consultant and board member. Previously, he has been senior adviser to HSH Nordbank, Hamburg/Kiel. In the period 1993 – 98 he was Managing Director of DnB Luxembourg SA. He has also experience as deputy managing director of Bergen Bank/Den norske Bank, and served 4 years as group finance director in Akergruppen. At present he holds chairman and board positions with a number of companies including The Anders Jahre Humanitarian Foundation and EWS foundation, and he has previous experience from several boards both in Norwegian and foreign companies. Mr. Fjeldstad has political experience as a former member of the Norwegian parliament. He is a graduate of the Norwegian School of Business and Economics. Mr. Fjeldstad is a Norwegian citizen, resident in Ringerike, Norway.
Executive Management, Fred. Olsen Energy ASA The table below set out the names of the members of the Senior Management
Name Position Business Address Ivar Brandvold Chief Executive Officer Fred. Olsens gate 2 Hjalmar Krogseth Moe Chief Financial Officer Fred. Olsens gate 2 Joakim Kleppe Chief Executive Officer of Dolphin Drilling AS Fred. Olsens gate 2 Johan Finnestad Managing Director Dolphin Drilling Ltd. Fred. Olsens gate 2 Per Johansson Managing Director Dolphin Drilling Pte. Ltd. Fred. Olsens gate 2 Robert J Cooper CEO, Harland and Wolff Group Plc. Fred. Olsens gate 2
Ivar Brandvold, Chief Executive Officer
Mr. Brandvold joined the company in September 2009, and was appointed President and Chief Executive Officer as of November 2009. Before joining the company, Mr. Brandvold held the position as Chief Operating Officer of DNO International ASA. He previously has 23 years of experience from Norsk Hydro ASA, of which he has held a number of positions within the company’s oil and gas activities, including the overall responsibility for Norsk Hydro’s global drilling operations from 2002 to 2007. Mr. Brandvold has a Master of Science degree from the Norwegian Institute of Science and Technology (NTNU) in Trondheim, Norway. Mr. Brandvold is a Norwegian citizen, and resides in Bergen, Norway.
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
Hjalmar Krogseth Moe, Chief Financial Officer
Mr. Moe has been Chief Financial Officer since June 2007. Mr. Moe joined Fred. Olsen Energy ASA in January 2005 as Financial Manager, and has previously held positions in Aros Securities and A. Sundvall ASA/Kaupthing ASA. Mr. Moe is a graduate from BI Norwegian School of Management. He is a Norwegian citizen and resides in Bærum, Norway.
Joakim Kleppe, Chief Executive Officer of Dolphin Drilling AS since June 2002
Mr. Kleppe was previously Senior Vice President HR/QHS&E & ICT in Dolphin Drilling AS and had been working within similar areas of responsibilities and professions for 16 years for Kværner/Kværner Oil & Gas. Mr. Kleppe is a graduate from University of Bergen and Rogaland Distriktshøyskole, Stavanger. Mr. Kleppe is a Norwegian citizen and resides in Stavanger, Norway.
Johan Finnestad, Managing Director Dolphin Drilling Ltd. since January 2009
Johan Finnestad was previously Senior Vice President operation for Dolphin Drilling AS since 2001. Mr. Finnestad has worked in the oil industry since 1984. He joined Dolphin Drilling AS in 1984 and was a member of the management in Dolphin Drilling AS since 1996. Mr. Finnestad is a graduate from Technical School in Stavanger and holds all drilling related certificates. Mr. Finnestad is a Norwegian citizen, and resides in Scotland.
Per Johansson, Managing Director Dolphin Drilling Pte. Ltd. since May 2007
Per Johansson has been Managing Director for Dolphin Drilling Ltd from 2003 to 2007. Mr. Johansson has worked in the oil industry since 1977. He joined Dolphin Drilling Ltd. in 1990 and has been a member of the management in Dolphin Drilling Ltd. since 1995. Mr. Johansson is a graduate from Technical School and holds all drilling related certificates. Mr. Johansson is a Norwegian citizen and resides in Singapore.
Robert J Cooper, Chief Executive Officer, Harland and Wolff Group Plc.
Mr. Cooper was appointed CEO of Harland and Wolff Group PLC in February 2003. Prior to that he held the position as financial director in the Harland and Wolff Group from 1993. Mr. Cooper joined the Company in 1983 as a trainee accountant, and after completing his ICMA professional exami- nations he held a number of positions within the finance department. Mr. Cooper is a UK citizen and resides in Belfast, Northern Ireland.
9.2 Administrative, management and supervisory bodies conflicts of interest
The Group receives certain administrative and legal advisory services from Fred. Olsen & Co. The agreements are on arms-length terms and are subject to ordinary termination provisions. Other related parties relate entirely to Ganger Rolf ASA and Bonheur ASA which are the owners of a combined 53.4 % of the Group.
There are no potential conflicts of interests 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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Fred. Olsen Energy ASA, Registration Document 10 October 2011
10. Share and shareholder information
10.1 Share capital and share capital history
The Company’s shares are listed on Oslo Stock Exchange. Shares have been issued in only one share class. All shares in the Company have equal rights and all shareholders have the right to participate in General Meetings. A competent Board of Directors consisting of Board members independent of the Company’s main shareholders, Bonheur ASA and Ganger Rolf ASA, deals with possible conflict of interest matters.
Dividends will be distributed subject to earnings, the Company’s investment plans, financial strategy and approval by the shareholders. In addition, the Company may consider share buy- backs in accordance to the Board of Directors from the Annual General Meeting. In 2007 the Company distributed dividends for the first time since the listing in 1997. The company paid a dividend of NOK 10 per share for 2006 and stated that the Company will pursue a yearly strategy to pay a dividend of NOK 10 per share. The Annual General Meeting in May 2011 resolved the proposition from the Board to pay a dividend of NOK 10 per share and an additional NOK 10 per share as an extraordinary dividend for the year 2010.
The Annual General Meeting in May 2011 authorized the Board of Directors to issue up to 6 700 000 new shares in the Company through an equity issue and to issue up to 6 700 000 new shares by raising loans with the right to subscribe for new shares for a period of up to one year. At 31 December 2010 the Company’s share capital amounted to NOK 1 334 million, corresponding to 66 694 220 shares at par value NOK 20 each. At year-end 2010 the Company owned 430 100 own shares.
10.2 Largest shareholders at 31.12.2010
As can be seen from table below, Bonheur ASA and Ganger Rolf jointly controls 53.4% of the Company.
Shareholder Percent of shares Number of Shares Bonheur ASA 26.71 % 17 814 382 Ganger Rolf ASA 26.71 % 17 814 382 Folketrygdfondet 3.07 % 2 045 550 Clearstream banking S.A 2.68 % 1 789 440 JP Morgan Chase bank 2.28 % 1 518 150 DZ Bank International S.A. 1.56 % 1 041 500 Bank of New York Mellon 1.47 % 981 233 Schroders Esec Lending Account 1.25 % 832 429 Skandinaviska Enskilda Banken 1.08 % 720 244 State Street Bank and Trust Co. 1.00 % 664 909 Others 32.19 % 21 472 010 Total 100.00 % 66 694 229
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
11. Financial information concerning the issuer’s assets and liabilities, financial position and profits and losses.
11.1 Historical Financial Information
The consolidated financial statements have been prepared in accordance with the Norwegian Accounting Act and International Financial Reporting Standards (IFRS) as adopted by EU and interpretations adopted by the International Accounting Standards Board (IASB). The accounts for the parent company have been prepared in accordance with the Norwegian Accounting Act.
Historical Financial Information, Fred. Olsen Energy ASA
Annual Annual Financial Information report report Consolidated annual accounts 2009 2010 Income Statement Page 13 Page 13 Balance Page 15 Page 15 Cash Flow Statement Page 17 Page 17 Notes to Annual Accounts Page 18 Page 18 Auditor's Report Page 55 Page 54
Annual- and Quarterly reports for 2009 and 2010 are published on the following website:
http://www.fredolsen-energy.com/?aid=9046870
11.2 Statement of audited historical financial information The historical financial information for 2009 and 2010 has been audited.
11.3 Last year of latest financial information The last year of audited financial information is 2010 for Fred. Olsen Energy ASA
11.4 Legal proceedings
As per 31 December 2010 the Group was involved in legal disputes with one specific customer with the claims in dispute amounted to USD 18.3 million. The legal process is ongoing.
In addition to the above the Group was as per 31 December 2010 involved in discussions with one specific customer regarding contractual issues amounting to in total USD 12 million.
The Group has a further claim of USD 12.5 million which is dependent on the outcome of a dispute between two other companies. The legal process is expected to be determined in 2011, with further appeals possible.
As at 31 December 2010 the Group is involved in two legal disputes with specific suppliers. The first claim from the supplier is capped at EUR 66 million and the total counter claim from the Group is capped at USD 38 million. The Group has prepaid a deposit of EUR 33 million against a bank
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Fred. Olsen Energy ASA, Registration Document 10 October 2011 guarantee in order to have the asset released from the supplier in 2008. The claim from the second supplier is capped at USD 23 million and the counterclaim from the Group company capped at USD 7 million.
Based on evaluation of the contractual status of the outstanding claims, the Group made no provisions for the disputes. The final outcome will impact the carrying amount of the rigs in question, which will be adjusted upon resolution of the matter or if management’s assessment of the final outcome changes.
A Group company is also involved in a customs issue in one of the countries of operation. This is not expected to have an effect on the accounts
However, there are no 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.
11.5 Significant change in the issuer’s financial or trading position There has been no significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which interim financial information has been published.
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Fred. Olsen Energy ASA, Registration Document 10 October 2011
12. Documents on Display
The following documents (or copies thereof) may be inspected for the life of the Registration Document at the headquarters of Fred. Olsen Energy ASA. Fred. Olsens gate 2, 0152 Oslo
(a) the memorandum and articles of association of Fred. Olsen Energy ASA;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at Fred. Olsen Energy ASA’s request any part of which is included or referred to in the Registration Document;
(c) the historical financial information of Fred. Olsen Energy ASA and its subsidiary undertakings for each of the two financial years preceding the publication of the Registration Document.
Cross Reference List
Reference in Registration Document Refers to Financial Information Fred. Olsen Energy ASA Annual report 2009 page 13-18 Annual report 2010 page 13-18
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