AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Awilco Drilling PLC

Prospectus Sep 3, 2018

3547_rns_2018-09-03_f0176de5-ba71-4025-906c-f30ecb7c7f74.pdf

Prospectus

Open in Viewer

Opens in native device viewer

PROSPECTUS SUMMARY

AWILCO DRILLING PLC

Transfer of listing of shares in Awilco Drilling Plc from Oslo Axess to Oslo Børs

The information in this prospectus summary (the "Prospectus Summary") relates to the transfer of listing of 49,031,500 shares (the "Shares") in Awilco Drilling Plc, a public limited company incorporated under the laws of England and Wales (the "Company" or "Awilco Drilling", and together with its subsidiaries, the "Group") from listing on Oslo Axess to Oslo Børs (the "Listing Transfer").

No offering of Shares will be completed in connection with the Listing Transfer. The first day of trading in the Shares on Oslo Børs will be 4 September 2018. The Shares will be listed on Oslo Børs under the Company's current ticker code "AWDR".

Investing in the Company's Shares involves risks. See Section 1.D "Risk factors" for a summary of applicable risk factors.

This Prospectus Summary serves as a transfer of listing document only as required by Norwegian law and regulations. The Prospectus Summary does not in any jurisdiction constitute an offer to buy, subscribe for or sell any of the securities described herein, and no securities are being offered or sold pursuant to this Prospectus Summary. The Prospectus Summary is not intended to form the basis for any investment decisions.

The date of this Prospectus Summary is 3 September 2018

1. SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A– D (A.1 – D.3) below. This summary contains all the Elements required to be included in a summary for this type of securities and the issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

Section A – Introduction and warnings

A.1 Introduction and
warnings
The information contained in this Prospectus Summary
relates to the transfer of listing from Oslo Axess to Oslo
Børs of 49,031,500 Shares in Awilco Drilling Plc with a
nominal value of GBP 0.0065 per Share, together being
all the currently issued and outstanding Shares in the
Company.
The Company applied for transfer of listing of its Shares
from Oslo Axess to Oslo Børs on 1 August 2018. The
background for the Listing Transfer is to enable better
liquidity in and increased interest for the Company's
Shares.
The Company's Listing Application was approved by the
Board of Directors of Oslo Børs ASA in its meeting on 29
August 2018. The first day of trading in the Shares on
Oslo Børs will be 4 September 2018. The Shares will be
listed on Oslo Børs under the Company's current ticker
code "AWDR".
This Prospectus Summary has been prepared solely for
use in connection with the Listing Transfer. Please see
Section 3 "Definitions and glossary" for definitions of
terms used in this Prospectus Summary.
The Prospectus Summary has been prepared to comply
with the Norwegian Securities Trading Act of June 29,
2007 No. 75 (the "Securities Trading Act") section 7-5,
subsection 1 no. 11, cf. the Norwegian Securities
Trading Regulation as of 29 June 2007 no. 876 (the
"Securities Trading Regulation") section 7-2 and related
secondary
legislation,
including
the
Commission
Regulation (EC) No. 809/2004 implementing Directive
2003/71/EC of the European Parliament and of the
Council of 4 November 2003 regarding information
contained in prospectuses, as amended. The Prospectus
Summary has been prepared in English language only.
This Prospectus Summary is not a prospectus and has
not been reviewed and approved by the Financial
Supervisory Authority of Norway pursuant to section 7-
7 of the Securities Trading
Act. This Prospectus
Summary has only been subject to a limited review by
Oslo Børs. The most recent prospectus prepared by the
Company is dated 7 June 2018 and is available on the
Company's
website
http://awilcodrilling.com/4112-
Prospectus. Financial information published by the
Company in accordance with the continuing obligations
for companies listed on Oslo Axess may be found on the
Company's website
http://awilcodrilling.com/1677-Financial-Reports.
Neither
the
Company
nor
any
of
its
affiliates,
representatives, advisers or selling agents, are making
any representation to any subscriber or purchaser of the
Shares regarding the legality or suitability of an
investment in the Shares. Each investor should consult
with his or her own advisers as to the legal, tax,
business, financial and related aspects of a subscription
or purchase of the Shares.
This Prospectus Summary serves as a listing document
as required by applicable laws and regulations only. The
Prospectus Summary does not constitute an offer to
buy, subscribe for or sell any of the securities described
herein, and no securities are being offered or sold
pursuant to it. The distribution of this Prospectus
Summary in certain jurisdictions may be restricted by
law. The Company requires persons in possession of this
Prospectus Summary to inform themselves about and
to observe any such restrictions.
The delivery of this Prospectus Summary shall under no
circumstance
create
any
implication
that
the
information contained herein is correct as of any time
subsequent to the date of this Prospectus Summary.
This Prospectus Summary and the terms and conditions
of the Listing Transfer
as set out herein shall be
governed
by
and
construed
in
accordance
with
Norwegian law. The courts of Norway, with Oslo as legal
venue, shall have exclusive jurisdiction to settle any
dispute which may arise out of or in connection with the
Listing Transfer or this Prospectus Summary.
An investment in the Shares involves inherent risks.
Potential investors should carefully consider the risk
factors set out
below
in Section D "Risk factors" in
addition to the other information contained herein and
any public available information before making any
investment decisions. The content of this Prospectus
Summary is not to be construed as legal, business or
tax advice.
A.2
Consent to the use
of the summary by
financial
intermediaries
Not applicable. No consent is granted by the Company
to the use of the Prospectus Summary for subsequent
reseale or final placement of the Shares.

Section B - Issuer

B.1 Legal and
commercial name
The legal and commercial name of the Company is
Awilco Drilling Plc.
B.2 Domicile and legal
form, legislation
and country of
The Company is a public limited liability company
incorporated under the laws of England and Wales, and
having its domicile in England.
The Company was
incorporation incorporated on 30 December 2009 and its registration
number is 07114196.
The Company's registered office is 11-12 St James's
Square, 3rd Floor, London SW1Y 4LB, United Kingdom
and its registered business address is 2 Kingshill Park,
Venture
Drive,
Arnhall
Business
Park,
Westhill,
Aberdeen AB32 6FL, United Kingdom. The Company's
telephone number is +44 1224 737900. The Company's
website can be found at www.awilcodrilling.com.
B.3 Current operations, Operations and principal activities
principal activities
and markets
The Company's principal business is to own offshore
drilling rigs for use in offshore drilling operations, and to
provide drilling services for oil and gas companies using
these rigs. As of the date of this Prospectus Summary,
the Company owns two semi-submersible drilling rigs;
WilPhoenix
and
WilHunter.
Both
rigs
are
typical
"workhorse" rigs used for drilling of oil and gas wells in
the UK sector of the North Sea, although they can also
be used in other geographical locations. WilPhoenix was
built in 1982 and WilHunter was built in 1983. Both rigs
have been through substantial upgrading and class work
since its building years. WilPhoenix was upgraded in
2011 and 2016, and WilHunter was upgraded in 1999
and 2011. The UK Safety Cases for WilHunter and the
WilPhoenix have been accepted by the UK's Health and
Safety Executive (HSE).
On 9 March 2018, the Company entered into a contract
with Keppel FELS shipyard in Singapore for the building
of a new semi-submersible drilling rig. The drilling rig is
designed for harsh environment use, and will be
equipped and certified for drilling on the Norwegian
Continental Shelf, including the Barents Sea, in water
depths up to 5,000 ft. The cost for the rig is
approximately USD 425 million and the rig is expected
to be delivered during the first quarter of 2021.
The newbuild rig will
be a CS60 ECO MW semi
submersible drilling rig, and is expected to be the most
environmental friendly drilling rig offered in the harsh
environment market. In addition, the rig will be
delivered with the latest design and technology solutions
for drilling
rigs, including digitalisation ensuring high
operating efficiency and lower opex and spread cost
compared to other drilling rigs on the market. All
warranties will be intact at the delivery of the rig to the
Company. The payment terms for the rig are 10%
deposit upon contract signature, which was paid in
March 2018, 10% after 24 months and 80% upon
delivery of the rig. The 10% deposit was financed
through the Private Placement. It is likely that the
second instalment will be financed through additional
equity and that the payment of the remaining 80%
balance will be financed through a combination of
additional equity and debt.
In
connection
with
entering
into
the
newbuilding
contract for the rig, the Company also negotiated
options to build up to three additional rigs of similar
design, in which each option will be independent of each
other. The three option rigs have option calls in March
2019, March 2020 and March 2021.
On 14 February 2018, the Company announced that it
had entered into a Letter of Intent for the provision of
WilPhoenix
with
expected
commencement
of
the
program in early September 2018 with an estimated
duration of 450 days. On the 18 May 2018, it was
confirmed that a contract has been signed with Shell UK
Limited
for
the
provision
of
WilPhoenix
for
a
decommissioning program of 19 firm wells plus options
totalling a further 7 wells. The firm 19 well program has
an estimated duration of 380 days and is scheduled to
commence in early September 2018.
Throughout Q1 2018 and until 25 April 2018, WilPhoenix
was
in
continued
operations.
Since
May
2018,
WilPhoenix has been warmed stacked, but will be on
charter from early
September 2018. WilHunter is
currently cold stacked and moored in Invergordon in
Scotland.
Except for the newbuilding contract with Keppel FELS
mentioned above, the Company has not made any
principal investments during the period covered by the
historical financial information and up to the date of this
Prospectus
Summary.
Except
for
the
newbuilding
contract, neither the Group nor any member of the
Group has entered into any material contracts outside
the ordinary course of the business for the two years
prior to the date of this Prospectus Summary. Further,
the Group has not entered into any contract outside the
ordinary
course
of
business
which
contains
any
provision under which any member of the Group has any
obligation or entitlement.
The Company has not entered into any transactions or
agreements of significance with related parties outside
of the ordinary course of business during 2017, 2016
and 2015, and up to the date of this Prospectus
Summary.
The
Company
has
entered
into
a
management agreement with Awilhelmsen Management
AS for corporate services and several management-for
hire contracts for personnel from the Awilhelmsen
Group. Awilhelmsen Offshore AS owns 36.55% of the
Company's shares.
The drilling rig market
The Company's existing rigs are typically suited to work
on
the
UK
sector
of
the
North
Sea
and
other
international mid-water markets with the exception of
Norway. The
UK rig market has a wide range of
customers from small independent to Super Majors,
contracting rigs for infill, development and exploration
drilling as well as well-decommissioning.
The Company is planning to enter operations in other
parts of the North Sea in the near future as the
Company's new rigs will be specifically designed to
operate on the Norwegian Continental Shelf (NCS),
including the Barents Sea. The Norwegian rig market
has a smaller number of customers and is dominated by
Equinor ASA. All forms of rig activity are undertaken in
Norway, as per the UK, although there is a higher level
of exploration in this region.
The semi-submersible drilling rig market consists of a
large number of players. Contracts are traditionally
awarded on a competitive bid basis. Governing factors
for a successful bid are in most cases based on; price,
availability,
technical
compliance
and
operators
experience and track record.
Competition for contracts is on a worldwide basis;
however, the competition may vary significantly from
region to region at any particular time. Competing
contractors may be able to relocate rigs from areas with
low utilisation and day rates to areas with greater
activity and relatively higher day rates. Orders of new
rigs, upgrades of existing rigs and new technology could
also increase the competitive universe.
The Company's existing UK-based rigs operate in a
market which utilises time charter contracts, secured in
USD. These contracts can be fixed term (potentially with
option periods) or estimated term (based on well
activity). These contracts can vary greatly in terms of
termination provision, liability, penalties, incentives and
miscellaneous commercial provisions. The contracts do,
however, generally follow an industry template known
as CRINE/Logic. The UK rig market is often described as
a "spot market", generally operating shorter term
contracts than the neighbouring Norwegian rig market.
The UK market has historically comprised of both year
on-year
contracts,
and
summer
only
("seasonal")
contracts used by customers who favour better weather
periods for their respective drilling campaigns.
The Company's new Norwegian-based rigs will operate
in a market which also utilises time charter contracts,
secured in USD. Long & Medium Term contracts are
prevalent in the Norwegian market, although there is a
limited amount of spot market activity also.
B.4a
Significant recent
trends affecting the
Company and the
industry in which it
operates
The Company has not experienced any specific changes
or trends that are considered as significant for the
Company or the market in which it operates since 31
December 2017, and as of the date of this Prospectus
Summary.
B.5
Description of the
Group
Awilco Drilling is the holding company of the Group and
the
ultimate
sole
shareholder
in
the
subsidiary
companies. The Company owns 100% of WilPhoenix
(UK) Limited and WilHunter (UK) Limited, and has
99.95% ownership of each of the Maltese entities with
the remaining 0.05% being owned by WilPhoenix (UK)
Limited for WilPhoenix (Malta) Limited and a similar
amount owned by WilHunter (UK) Limited for WilHunter
(Malta) Limited.
WilPhoenix (UK) Limited and WilHunter (UK) Limited are
the rig owning and operating companies for the two rigs
WilPhoenix and WilHunter, respectively. WilPhoenix
(Malta) Limited and WilHunter (Malta) Limited were
previously the rig owning entities but following transfer
of the rigs to UK ownership they are no longer required
and are currently being liquidated.
In addition, the Company owns 100% of Awilco Drilling
Pte. Ltd., a Singapore-based company which provides
drilling services to the UK operating companies and the
new companies, Awilco Rig 1 Pte Ltd, Awilco Rig 2 Pte
Ltd, Awilco Rig 3 Pte Ltd and Awilco Rig 4 Pte Ltd, also
based in Singapore. Awilco Rig 1 Pte Ltd has entered
into a contract with Keppel FELS for the construction of
a new semi-submersible drilling rig due for completion
in 2021 and each of the other companies has an option
agreement for delivery one rig each of up to three
additional rigs in total.
The following chart shows the corporate structure of the
Group as of the date of this Prospectus Summary:
B.6
Interest in the
As of the date of this Prospectus Summary, the
Company and voting
rights
Company has a total of 676 shareholders.
A shareholder is required to notify the Company, in
accordance with the Disclosure and Transparency Rule
5 of the Disclosure and Transparency Rules of the UK
Financial Services Authority if, as a result of an
acquisition or disposal of Shares, the percentage of
voting rights he holds as a shareholder (or holds or is
deemed to hold through his direct or indirect beneficial
interest in the Shares) reaches, exceeds, or falls below
3%
of the Company's nominal value of that share
capital.
The Company is not aware of any persons or entities,
except for those set out below, who, directly or
indirectly, have an interest of 3% or more of the Shares
as of the date of this Prospectus Summary.

Awilhelmsen Offshore AS: 36.55%

UBS Securities LLC: 15.01%

Akastor AS: 5.51%

Euroclear Bank S.A./N.V.: 4.26%

Citibank N.A: 3.78%
UBS Securities LLC, Euroclear Bank S.A./N.V. and
Citibank N.A. hold shares in the Company in their
capacity as investment managers for the shareholders.
In addition, as of this date, funds managed by QVT
Financial LP own 4,118,116
shares in the Company,
amounting to a total of 8.39% of the Company's share
capital. QVT Financial LP is an asset management
company in which the Company's director Mr. Daniel
Gold is the CEO and the founder. FVP Master Fund LP
with affiliated and related parties own 8,445,212 shares
as of the date of this Prospectus, amounting to a total
of 17.22% of the Company's share capital.
No
shareholders
are
subject
to
mandatory
bid
requirements for
the
Shares.
The
Shares
of the
Company have not been subject to any mandatory or
voluntary general offers.
The Company is not aware of any arrangements which
may at a later date lead to a change in control in the
Company.
No capital of any member of the Company's group is
under option or agreed to be put under option.
B.7
Selected historical
key financial
information
The
Company's
audited
consolidated
financial
statements as of, and for the years ended, 31 December
2017,
2016
and
2015
(the
"Audited
Financial
Statements"), have been prepared in accordance with
the International Financial Reporting Standards, as
adopted by the EU ("IFRS"). The Company's unaudited
interim financial statements as of, and for the six
months
period ended 30
June 2018, including the
comparable interim financial statements as of, and for
the three month period ended 30
June 2017, (the
"Interim Financial Statements") have been prepared in
accordance with International Accounting Standard 34
Financial Reports ("IAS 34"). The Audited Financial
Statements and the Interim Financial Statements are
available
at
the
Company's
website
www.awilcodrilling.com.
The table below sets out selected data from the Group's
consolidated income statement for the years ended 31
December 2017, 2016 and 2015, and for the six months
period ended 30
June
2018 with comparable figures
from 30 June 2017.
Six months
ended
Six months
ended
Year ended
31 December
30 June 2018 30 June 2017 2017 2016 2015
In USD Thousands Unaudited Unaudited Audited Audited Audited
Revenue 8,996 33,491 131,731 72,472 247,045
Cost of sales (10,616) (10,318) (88,794) (52,492) (106,285)
Gross profit (1,620) 23,173 42,937 19,980 140,760
General and administrative expenses 3,445 2,484 (8,818) (8,908) (8,578)
Operating profit (5,065) 20,689 34,119 11,072 132,182
Finance income 506 66 792 631 130
Finance expense (3,025) (1,687) (6,919) (7,658) (8,349)
Foreign exchange gain/(loss) - - 941 (1,437) (146)
Loss on forward contracts 19 (191) (123) (1,042) (299)
Profit before taxation (7,565) 18,877 28,810 1,566 123,518
Tax (expense)/benefit (50) (3,807) (643) 745 (12,515)
Profit for year attributable to equity
shareholders (7,615) 15,070 28,167 2,311 111,003
Weighted Average number of shares 30,813,722 30,031,500 30,031,500 30,031,500 30,031,500
Basic and diluted earnings per share (0,16) 0.50 0.94 0.08 3.70
Interest coverage ratio -2.59 12.19 5.16 1.20 15.79
The table below sets out selected data from the Group's
consolidated statement of financial position as of 31
December 2017, 2016 and 2015, and for the six months
period ended 30
June
2018 with comparable figures
from 30 June 2017.
Six months
ended
Six months
ended
Year ended 31 December
30 June 30 June
2018 2017 2017 2016 2015
In USD Thousands Unaudited Unaudited Audited Audited Audited
Assets
Property, plant and equipment 215,182 231,545 178,808 238,868 234,336
Deferred tax 1,435 470 1,372 3,058 2,002
Total non-current assets 216,617 232,015 180,180 241,926 236,338
Current assets
Inventory 4,958 4,809 4,808 4,844 5,015
Prepayments 7,016 13,523 24,073 24,482 10,033
Trade and other receivables - 11,345 3,551 22,078 68,899
Cash and cash equivalents 75,787 93,926 119,286 70,070 135,257
Total current assets 87,761 123,603 151,718 121,474 219,204
Total assets 304,378 355,618 331,898 363,400 455,542
Current liabilities
Trade and other payables 8,624 9,683 10,441 11,281 21,796
Current tax payable - 2,753 - 23,923 77,574
Borrowing - 10,000 10,000 10,000 10,000
Total current liabilities 8,624 22,436 20,441 45,204 109,370
Non-current liabilities
Deferred tax liability - 2,254 - 1,129 -
Borrowing - 85,000 80,000 90,000 100,000
Other liabilities - 248 1,896
Total non-current liabilities - 87,254 80,248 91,129 101,896
Total liabilities 8,624 109,690 100,689 136,333 211,266
Net assets 295,754 245,928 231,209 227,067 244,276
Equity
Paid in capital 198,719 130,142 130,141 130,141 130,141
Retained earnings 97,035 115,786 101,068 96,926 114,135
Total Equity 295,754 245,928 231,209 227,067 244,276
Equity / Assets ratio 97% 69% 70% 62% 54%
ended
ended
31 December
30 June 2018
30 June 2017
2017
2016
2015
Unaudited
Unaudited
In USD Thousands
Audited
Audited
Audited
Operating activities
12,255
38,203
Profit before tax
28,810
1,566
123,518
Non-cash adjustments to reconcile profit before
tax to net cash flows:
6,548
7,762
Depreciation
15,686
15,579
18,008
-
-
Impairment
45,000
30,000
3,611
3,406
Net interest
6,126
7,027
8,219
1,772
438
Share based payment
301
32
(844)
Working capital adjustments:
Decrease / (increase) in trade
and other receivables
17,169
5,924
101
(9,917)
4,764
(149)
35
Decrease / (increase) in inventory
36
171
(215)
Increase/ decrease in prepayments
and accrued revenue
5,884
(6,083)
307
(4,532)
25,963
(Decrease) / increase in trade and other payables
(5,413)
(1,937)
(714)
(12,302)
3,814
(3,092)
(3,603)
Interest paid
(7,097)
(7,798)
(8,509)
1,056
98
Interest received
792
631
130
(3,262)
(2,935)
Taxation paid
(5,481)
(6,013)
(29,283)
Net cash flow from operating activities
36,379
41,308
83,867
(15,556)
175,565
Investing activities
(42,922)
(439)
Purchase of property, plant and equipment
(626)
(20,111)
(31,180)
Net cash flow used in investing activities
(42,922)
(439)
(626)
(20,111)
(31,180)
Financing activities
(15,533)
(12,013)
Payment of dividends
(24,025)
(19,520)
(75,079)
(90,000)
(5,000)
Repayment of loan and bonds
(10,000)
(10,000)
(10,000)
Net cash flow used in financing activities
(36,956)
(17,013)
(34,025)
(29,520)
(85,079)
(43,499)
23,856
Net increase in cash or cash equivalents
49,216
(65,187)
59,306
Cash and cash equivalents at beginning of year
119,286
70,070
70,070
135,257
75,951
Six months Six months Year ended
Cash and cash equivalents at end of year 75,787 93,926 119,286 70,070 135,257
The table below sets out selected data from the Group's
consolidated statement of changes in equity for the
years ended 31 December 2017, 2016 and 2015, and
for the six months period ended 30 June 2018.
Share Share Retained
TUSD capital premium earnings Total equity
At 1 January 2015 304 129,837 78,211 208,352
Total comprehensive profit for year - - 111,003 111,003
Dividend paid - - (75,079) (75,079)
Balance at 31 December 2015 304 129,837 114,135 244,276
Total comprehensive profit for year 2,311 2,311
Dividend paid (19,520) (19,520)
Balance at 31 December 2016 304 129,837 96,926 227,067
Total comprehensive profit for year 28,167 28,167
Dividend paid (24,025) (24,025)
Balance at 31 December 2017 304 129,837 101,068 231,209
Equity issue 27 March 2018 161 64,776 64,937
Equity issue costs 27 March 2018 (1,017) (1,017)
Equity issue at 22 June 2018 12 4,646 4,658
Total comprehensive profit as at 30 June 2018 11,499 11,499
Dividend paid (15,533) (15,533)
Balance as at 30 June 2018 477 198,242 97,035 295,754
B.8 Selected key pro
forma financial
information
Not applicable. The Prospectus Summary does not
contain pro forma financial information.
B.9 Profit forecast or
estimate
Not applicable. The Company has not made any profit
forecasts or estimates.
B.10 Audit report
qualifications
Not applicable. There are no qualifications in the audit
report.
B.11 Working capital The Company is of the opinion that the working capital
available to the Group is sufficient for the Group's
present requirements, for the period covering at least
12 months from the date of this Prospectus Summary.

Section C - Securities

C.1 Type and class of
securities admitted
to trading and
identification
number
The Company has one class of Shares. Each Share
carries one vote and all Shares carry equal rights in all
respects, including rights to dividends. All the Shares
are fully paid and validly issued in accordance with the
laws of England and Wales. There are no shares not
representing capital in the Company. All Shares have
equal voting rights. The Company's Shares are listed on
Oslo Axess under the ticker code "AWDR". All Shares
are freely transferable and registered in book-entry
form with the VPS under the Company's ISIN number
GB00B5LJSC86.
There have been no changes in the Company's share
capital in 2017, 2016 and 2015. On 28 February 2018,
the Company announced the completion of the Private
Placement which increased the share capital of the
Company with GBP 114,400 through the issuance of
17,600,00 Shares. On 19 June 2018, the Company
announced the completion of the Subsequent Offering
which increased the share capital of the Company with
GBP 9,100 through the issuance of 1,400,000 Shares.
The Company's Shares are registered in the UK
Companies House with DNB Bank ASA as the sole
shareholder and registered electronically in book-entry
form in the Norwegian Central Securities Depository
(VPS) with DNB Bank ASA as the VPS Registrar.
The VPS Registrar is registered as the holder of legal
title to the Shares in the register of members which the
Company is required to maintain under English law. The
VPS Registrar holds all the Shares through the VPS as a
nominee on behalf of each investor. The VPS Registrar
has registered beneficial interests representing the
Shares through the systems of the VPS. These beneficial
interests are registered in the VPS under the category
of a "share", and is listed and traded on Oslo Axess.
For the purpose of English law, the VPS Registrar will be
regarded as the legal owner of the Shares. Investors
holding Shares through the VPS must look solely to the
VPS Registrar for the payment of dividends, for the
exercise of voting rights attaching to the Shares and for
all other rights arising in respect of the Shares.
C.2 Currency The Company's Shares have a par value in GBP, which
will
also
be
the
currency
when
the
Shares
are
transferred to Oslo Børs.
C.3 Number of shares
and par value
The share capital of the Company is GBP 318,704.75
divided into 49,031,500 Shares of a nominal value of
GBP 0.0065 each. All Shares are fully paid and issued in
accordance with the laws of England and Wales.
The number of Shares outstanding as of the date of this
Prospectus Summary is 49,031,500.
C.4 Rights attached to
the securities
All Shares in the Company provides equal rights in the
Company. Each Share carries one vote and all Shares
carry equal rights in all respects, including rights to
dividends.
The Company does not hold any own shares. The
Company has no convertible loans outstanding. With the
exception of a
share option programme described
below, there are no securities giving the right to
subscribe for additional shares in the Company.
A long term incentive plan for the CEO and other key
management personnel, with a total limit of up to 4%
of the Company's issued share capital was approved at
the Annual General Meeting on 26 June 2013. The
awards for the years 2010 and
2012 are now fully
exercised. There are still outstanding amounts under
the 2014, 2015 and 2016 plans. The plan "vests" after
three years and the exercise period is five years subject
to the employee remaining employed by the Company
with the exception of the 2016 plan which "vests" after
four years. All share awards are cash settled.
The Company is not aware of any shareholders'
agreements in relation to the Shares. No shareholders
of the Company are subject to lock-up arrangements on
their shares.
C.5 Restrictions on free
transferability
All Shares are freely transferable.
C.6 Admission to
trading
The Company's Shares have been listed on Oslo Axess
since 10 June 2011. The Company applied for a transfer
of listing of its Shares from Oslo Axess to Oslo Børs on
1 August 2018. The background for the Listing Transfer
is to enable better liquidity in and increased interest for
the Company's Shares.
The Company's Listing Application was approved by the
Board of Directors of Oslo Børs ASA in its meeting on 29
August 2018. The first day of trading in the Shares on
Oslo Børs will be 4 September 2018. The Shares will be
listed on Oslo Børs under the Company's current ticker
code "AWDR". As of this date, the Shares are not sought
admitted to trading on any other regulated market than
Oslo Børs.
C.7 Dividend policy The Company's intention is to pay quarterly dividends
in support of its main objective to maximise returns to
shareholders. All of the Company's free cash flow is
intended to be distributed subject to maintaining a
robust
cash
buffer
to
support
working
capital
requirements,
planned
capital
expenditure
and
uncertain future market prospects. The level of the
Company's dividends will be guided by current earnings,
market prospects, capital expenditure requirements and
investment opportunities. Any future dividends declared
will be at the discretion of the Board of Directors and
will depend upon the Company's financial condition,
earnings and other factors.
The Company distributed dividend of USD 0.20 per
Share on 22 June 2018. The Shares traded ex-dividend
on 22 May 2018 and the record date was 23 May 2018.
The Board of Directors stated in the Q2 2018 report
that, in view of the Companies new building program,
including the ordering of one newbuild drilling rig and
an agreement for a further three independent rig
options, it has decided to suspend the dividend and will

Section D - Risks

D.1
Key information on
the key risks that
are specific to the
issuer or its industry An investment in the Company and the Shares involves
inherent risks. Before making an investment decision
with respect to the Shares, investors should carefully
consider the risk factors set forth below and all
information contained in this Prospectus Summary,
including the Audited Financial Statements and related
notes. The risks and uncertainties described in this
Section
D
are
the
principal
known
risks
and
uncertainties faced by the Group as of the date hereof
that
the
Company
believes
are
relevant
to
an
investment in the Shares.
An investment in the Shares is suitable only for
investors who understand the risks associated with this
type of investment and who can afford to lose all or part
of their investment. The absence of negative past
experience associated with a given risk factor does not
mean that the risks and uncertainties described in that
risk factor are not a genuine potential threat to an
investment in the Shares. If any of the following risks
were to materialise, individually or together with other
circumstances, they could have a material and adverse
effect on the Group and/or its business, financial
condition, results of operations, cash flows and/or
prospects, which could cause a decline in the value and
trading price of the Shares, resulting in the loss of all or
part of an investment in the Shares.
The order in which the risks are presented does not
reflect
the
likelihood
of
their
occurrence
or
the
magnitude of their potential impact on the Group's
business, financial condition, results of operations, cash
flows and/or prospects. The risks mentioned herein
could materialise individually or cumulatively. The
information in this Section D is as of the date of this
Prospectus Summary.
Political, regulatory and market risks
Industry risks
The offshore contract drilling industry is cyclical and
volatile. The Company's business depends on the level
of
activity
of
oil
exploration,
development
and
production in the North Sea and internationally. The
availability of quality drilling prospects, exploration
success, relative production costs, the stage of reservoir
development,
political
concerns
and
regulatory
requirements all affect customers' levels of activity and
drilling campaigns. Demand for the Company's services
may be adversely affected by declines in exploration,
development and production activity associated with
depressed
oil
prices.
Even
the
perceived
risk
of

depressed oil prices and changes in the UK North Sea tax regime often causes exploration and production companies to reduce their spending.

Commodity prices

The profitability and cash flow of the Company's operations will be dependent upon the market price of oil and gas, as the Company's customers are mainly oil companies. The price of oil and gas is known to fluctuate. Oil and gas prices are affected by numerous factors beyond the Company's control, including economic and political conditions, levels of supply and demand, the policies of the Organization of Petroleum Exporting Countries (OPEC), the level of production in non-OPEC countries, the cost of exploring for, developing, producing and delivering oil and gas, currency exchange rates and the availability of alternate energy sources and political and military conflicts in oilproducing and other countries. If the price of oil and gas products should drop significantly, this could have a material adverse effect on the Company.

Oversupply of rigs

Utilization rates, which are the number of days a rig actually works divided by the number of days the rig is available for work, and dayrates, which are the contract prices customers pay for rigs per day, are also affected by the total supply of comparable rigs available for service in the geographic markets in which the Company competes. Improvements in demand in a geographic market may cause the Company's competitors to respond by moving competing rigs into the market, thus intensifying price competition. Significant new rig construction could also intensify price competition. In the past, there have been prolonged periods of rig oversupply with correspondingly depressed utilization rates and dayrates largely due to earlier, speculative construction of new rigs. Improvements in dayrates and expectations of longer-term, sustained improvements in utilization rates and dayrates for drilling rigs may lead to construction of new rigs. These increases in the supply of rigs could depress the utilization rates and dayrates for the Company's rigs and materially reduce its revenues and profitability.

Competitors

The drilling market is highly competitive. Drilling contracts are mostly awarded on a competitive bid basis, with intense price competition frequently being the primary factor determining which qualified contractor is awarded the job. Many of the Company's competitors have significantly larger resources than the Company.

The UK continental shelf

The Company's drilling units meet the stringent requirements of the UK continental shelf. The mature nature of this region could result in less drilling activity

in
the
area,
thereby
reducing
demand
for
the
Company's services. The UK continental shelf is a
mature oil and natural gas production region that has
experienced substantial seismic survey and exploration
activity for many years. Because a large number of oil
and natural gas prospects in this region have already
been drilled, additional prospects of sufficient size and
quality could be more difficult to identify. Oil and natural
gas companies may be unable to obtain financing
necessary to drill prospects in this region. The decrease
in the size of oil and natural gas prospects, the decrease
in production or the failure to obtain such financing may
result in reduced drilling activity on the UK continental
shelf and reduced demand for Awilco Drilling's services.
Regulations governing operations
The Company's services are affected by governmental
laws and regulations. The industry in which the
Company operates is dependent on demand for services
from the oil and gas industry and, accordingly, is
indirectly also affected by changing laws and regulations
relating to the energy business in general. The laws and
regulations affecting the Company's business
and
services include, among others laws, and regulations
relating to;

Protection of the environment

Quality, health and safety

Import-export quotas, wage and price controls,
imposition of trade barriers and other forms of
government

Regulation and economic conditions

Taxation
The Company and its customers are required to invest
financial and managerial resources to comply with these
laws and regulations. The Company cannot predict the
future
costs
of
complying
with
these
laws
and
regulations, and any new laws or regulations could
materially increase the Company' expenditures in the
future. Existing laws or regulations or adoption of new
laws or regulations limiting exploration or production
activities by oil and gas companies or imposing more
stringent restrictions on such activities could adversely
affect the Company by increasing its operating costs,
reducing the demand for its services and restricting its
ability to operate its drilling units.
Risks related to wars and terrorist attacks
War, military tension and terrorist attacks have, among
other things, caused instability in the world's financial
and commercial markets. This has in turn significantly
increased political and economic instability in some of
the geographic markets in which the Company operates
(or may operate in the future) and has contributed to

high levels of volatility in prices for, among other things, oil and gas. Continuing instability may cause further disruption to financial and commercial markets and contribute to even higher levels of volatility in prices. In addition, acts of terrorism, piracy, sabotage and threats of armed conflicts in or around the various areas in which the Company operates could limit or disrupt the Company's markets and operations, including disruptions from evacuation of personnel, cancellation of contracts or the loss of personnel or assets. Armed conflicts, terrorism, piracy, sabotage and their effects on the Company or markets in which the Company operates may significantly affect the Company's business, financial condition, prospects and results of operations in the future.

Financial risks

Liquidity risk

The Company is dependent upon having access to long term funding. There can be no assurance that the Company may not experience net cash flow shortfalls exceeding the Company's available funding sources nor can there be any assurance that the Company will be able to raise new equity, or arrange new borrowing facilities, on favourable terms and in amounts necessary to conduct its ongoing and future operations, should this be required. Available sources of liquidity or funding for the Company may be affected by general market conditions, such as a downturn in the offshore drilling industry and/or the price of oil.

The Company may not be able to secure new sources of liquidity or funding, should projected or actual liquidity fall below levels the Company requires. The factors giving rise to the Company's liquidity needs could also constrain the ability to replenish the liquidity of the Company. The Company may not have access to funding from banks and other lenders in the amounts or on the terms it may be seeking. These same factors could also impact the ability of the Company's shareholders to provide it with liquidity, and there can be no assurance that the Company could obtain additional shareholder funding. Furthermore, if necessary financing cannot be obtained by the Company on reasonable terms, it may result in excessive dilution to the Company's equity. Future share issues may result in the existing shareholders of the Company sustaining dilution to their relative proportion of the equity in the Company.

Failure to access necessary liquidity could require the Company to scale back its operations, postpone or cancel plans to acquire rigs or could have other materially adverse consequences for its business and its ability to meet its obligations.

Risks related to newbuild contracts
There is a risk that the Company will not be able to raise
sufficient capital to finance the newbuild contract or
future newbuild contracts it may enter. There can be no
assurance that the Company will be able to obtain
financing in such large amounts as generally required
by
newbuild
contracts,
nor
obtaining
necessary
financing in a timely manner on acceptable terms. The
Company's ability to meet the required financing terms
of the newbuild contract and future newbuild contracts
it may enter into will accordingly depend on the
Company's profitability and cash flow of the operations,
which may be materially affected by a downturn in the
offshore contract drilling industry and the market price
of oil and gas, as the Company's customers are mainly
oil companies.
Furthermore, the Company's ability to raise sufficient
financing may be affected by the Company's ability to
secure favourable drilling contracts. In cases where new
contracts are entered into at dayrates substantially
below the existing dayrates or on terms less favourable
compared to existing contracts terms, there is a risk
that the Company will not be able to raise the required
financing or be forced to raise the financing at higher
costs.
Borrowings and leverage
As of the date of this Prospectus Summary, the
Company does not have any borrowings. However, one
can presume that borrowings may be taken on in the
future. Borrowings create leverage. To the extent
income derived from assets obtained with borrowed
funds exceeds the interest and other expenses that the
Group will have to pay, the Group's net income will be
greater than if borrowings were not made. Conversely,
if the income from the assets obtained with borrowed
funds
is
insufficient
to
cover
the
cost
of
such
borrowings, the net income of the Group will be less
than if borrowings were not made. The Group will
borrow only when it is believed that such borrowings will
benefit
the
Group
after
taking
into
account
considerations such as the costs of the borrowing and
the likely returns on the assets purchased with the
borrowed monies, but no assurances can be given that
the Company will be successful in this respect.
Covenants compliance
The Company has no debt. Debt financing agreements
may however be entered in the future. If the Company
is unable to comply with the restrictions and covenants
in future debt financing agreements, there could be a
default under the terms of those agreements. The
Company's ability to comply with restrictions and
covenants
in
future
debt
financing
agreements,
including meeting financial ratios and measures, is
dependent on its future performance and may be
affected by events beyond its control. If a default occurs
Currency fluctuations
currencies or when Awilco Drilling does not hedge an
because of a shortage of convertible currency available
to the country of operation, controls over currency
exchange or controls over the repatriation of income or
capital. In order to minimise the exposure to currency
contracts depending on requirements for future non
functional currency expenditures.
Operating costs
vary based on events beyond the Company's control.
The Company's gross margins will therefore vary over
adversely
affect
its
financial
position,
results
operations and cash flows.
Counterparty risks
The revenues of the Company will depend on the
extent
the
willingness
of
these
to
honour
under these agreements, lenders could terminate their
commitments to lend or accelerate the outstanding
loans and declare all amounts borrowed due and
payable. Borrowings under debt arrangements that
contain cross-acceleration or cross-default provisions
may also be accelerated and become due and payable.
If any of these events occur, the Company cannot
guarantee that the Company's assets will be sufficient
to repay in full all of its outstanding indebtedness, and
the Company may be unable to find alternative
financing. Even if the Company could obtain alternative
financing, that financing might not be on terms that are
favourable or acceptable.
Most drilling contracts provide for the payment of a fixed
dayrate during periods of operation, and reduced
Company's operating costs are unpredictable and can
the terms of its contracts. If the Company's costs
increase or it encounters unforeseen costs, it may not
be able to recover them from its customers, which could
of
financial position of its customers and also to a certain
their
obligations towards the Company. There can be no
guarantees that the financial position of the Company's
to perform their obligations under the contracts with the
Company. Failures by customers or other contract
parties to comply with their contracts with the Company
might have a significant adverse effect on the revenues
Due to its international operations, the Company may
experience currency exchange losses when revenues
are received and expenses are paid in nonconvertible
exposure to a foreign currency. The Company may also
incur losses as a result of an inability to collect revenues
fluctuations the Company enters into forward exchange
customers and other contract parties will be sufficient dayrates during periods of other activities. Many of the
and financial position of the Company.
Tax risks
The
Company
conducts
its
operations
through
subsidiaries
in
various
countries.
Tax
laws
and
regulations
are
highly
complex
and
subject
to
interpretation. Consequently, the Company is subject to
changing tax laws, treaties and
regulations in and
between
countries
in
which
it
operates.
The
Company's income tax expense is based upon its
interpretation of the tax laws in effect in various
countries at the time that the expense was incurred. A
change in these tax laws, treaties or regulations, or in
the
interpretation
thereof,
which
is
beyond
the
Company's control could result in a materially higher tax
expense or a higher effective tax rate on the Company's
earnings.
Operational risks
Dependence on a limited number of rigs
The Company's business is dependent on a limited
number of drilling rigs. As of the date of this Prospectus
Summary, the Company's fleet consists of two rigs and
any operational downtime or any failure to secure
employment at satisfactory rates will affect its results
more significantly than for a company with a larger
fleet. Significant operational downtime may result from
key
capital
equipment
being
lost
or
damaged.
Furthermore,
frequent
rig
mobilizations
could
be
disruptive to the Company's financial results if it
experiences delays due to adverse weather, third party
services or physical damage to its rigs. To compensate
for above risks the Company may arrange Loss of Hire
insurance that on certain conditions and for a defined
period provides alternative hire.
Dependence on charter contracts and employment of
rigs
The Company's rig WilPhoenix was on charter until the
end of the first quarter of 2018. From the beginning of
May 2018 and until the date of this Prospectus
Summary, WilPhoenix has been warm stacked, but the
rig will be on charter from early September 2018 until
about November 2019. The Company's rig WilHunter is
currently cold stacked. The Company's ability to obtain
new contracts will depend on the prevailing market
conditions. In cases where the Company is not able to
obtain new contracts in direct continuation, or where
new contracts are entered into at dayrates substantially
below the existing dayrates or on terms less favourable
compared to existing contracts terms, the Company's
revenues and profitability could be adversely affected.
As further described above, the Company entered into
a contract with Keppel FELS shipyard in Singapore for
the building of a new semi-submersible drilling rig on 9
March 2018 with a total cost of approximately USD 425
million and expected delivery during the first quarter of
2021. The delivery and the condition of the rig may be
affected by several risks beyond the Company's control.
There is a risk that the shipyard will not be able to
deliver the rig as scheduled or that the total cost for the
rig will increase. Any delay in the delivery or increased
cost may adversely affect the Company's revenues and
profitability. Furthermore, the Company may not be
able to supervise the shipyard and the shipyard's
construction of the rig adquately. As a result, there can
be no assurance that the rig will be delivered in the
technical condition assumed by the Company and
damages or defects to the rig may be discovered after
the delivery. There is a risk that particular unforseen
technical problems or deficiencies may occur on the rig,
and any operational problem may lead to unexpectedly
high operating costs and/or lost earnings, which may
have a material adverse effect on the Company.
Compliance
with
safety
and
other
drilling
rig
requirements imposed by industry requirements or
regulations, among other, may be costly and could
reduce the Company's net cash flows and net income.
Furthermore, the market value of the rig and any future
rigs the Company may acquire may descrease which
could cause the Company to incur losses if the Company
decides to sell the rigs. The Company may also not be
able to secure employment for the rig at satisfactory
level and at acceptable day rates, or be able to establish
an
effective
Norwegian
organization
for
the
management
of
the
rig,
which
may
affect
the
Company's operating results.
Operating hazards
The Company's operations are subject to hazards
inherent in the drilling industry, such as blowouts, loss
of well control, lost or stuck drill strings, equipment
defects, craterings, fires, explosions and pollution.
Contract drilling and well servicing require the use of
heavy
equipment
and
exposure
to
hazardous
conditions, which may subject the Company to liability
claims by employees, customers and third parties.
These hazards can cause personal injury or loss of life,
severe damage to or destruction of property and
equipment, pollution or environmental damage, claims
by third parties or customers and suspension of
operations. The operation of the Company's drilling
units is also subject to hazards inherent in marine
operations, either while on-site or during mobilisation,
such as capsizing, sinking, grounding, collision, damage
from severe weather and marine life infestations.
Operations
may
also
be
suspended
because
of
machinery breakdowns, abnormal drilling conditions,
and failure of subcontractors to perform or supply goods
or
services,
or
personnel
shortages.
Insurance
coverage, both Loss of Hire and Hull and Machinery
insurance, will prove compensation in such instances.
The Company's insurance policies and contractual rights
to indemnity are based on the established industry
standard "knock-for-knock" principles. However, they
may not adequately cover losses, and the Company
for all risks. The Company currently maintains insurance
coverage for property damage, occupational injury and
illness, and general and marine third-party liabilities.
Pollution and environmental risks are generally not
totally insurable. As of the date of this Prospectus
Summary, the Company's drilling units, WilHunter and
WilPhoenix, are covered by existing insurance policies.
The
Company
has
adequate
insurance
coverage
relevant for its envisaged operations. However, in all
situations it will not provide sufficient funds to protect
the Company from all liabilities that could result from its
drilling operations. The amount of the Company's
insurance cover may be less than the related impact on
enterprise value after a loss. The Company's coverage
includes policy limits. As a result, the Company retain
the risk for any losses in excess of these limits. Any such
lack of reimbursement may cause the Company to incur
substantial costs. In addition, the Company could decide
to retain substantially more risk through self-insurance
in the future. Moreover, no assurance can be made that
the Company has, or will be able to maintain in the
future, adequate insurance against certain risks.
If a significant accident or other event occurs and is not
fully covered by the Company's insurance or any
enforceable or recoverable indemnity from a client, it
could adversely affect the Company's consolidated
statement of financial position, results of operations or
cash flows.
Technological developments
The market for the Company's services is characterised
by continual and rapid technological developments that
have resulted in, and will likely continue to result in,
substantial improvements in equipment functions and
performance. As a result, the Company's future success
and profitability will be dependent in part upon its ability
to:

Improve existing services and related equipment

Address the increasingly sophisticated needs of
its customers

Anticipate changes in technology and industry
standards and respond to technological
developments on a timely basis
If the Company is not successful in acquiring new
equipment or upgrading its existing equipment on a
timely
and
cost
effective
basis
in
response
to
technological developments or changes in standards in
the industry, this could have a material adverse effect
on the Company's business.
Environmental risks
The Company's operations are subject to regulations
controlling
the
discharge
of
materials
into
the
environment,
requiring
removal
and
clean-up
of
materials that may harm the environment or otherwise
relating to the protection of the environment. As an
operator of mobile drilling units the Company may be
liable
(under
applicable
laws
and
regulations
or
contractually) for damages and costs incurred in
connection with spills of oil and other chemicals and
substances related to its operations, and the Company
may also be subject to significant fines in connection
with spills.
Laws and regulations protecting the environment have
become more stringent in recent years, and may in
some cases impose strict liability, rendering a person
liable for environmental damage without regard to
negligence. These laws and regulations may expose the
Company to liability for the conduct of or conditions
caused by others, or for acts that were in compliance
with all applicable laws at the time they were performed.
The application of these requirements or the adoption
of new requirements could have a material adverse
effect on the Company's financial position, results of
operations or cash flows. The Company may be able to
obtain some degree of contractual indemnification
pursuant to which its clients agree to protect, hold
harmless and indemnify against liability for pollution,
well and environmental damage; however, there is no
assurance
that
the
Company
can
obtain
such
indemnities in all of its contracts or that, in the event of
extensive pollution and environmental damage, its
clients would have the financial capability or the
willingness to fulfil their contractual obligations. Also,
these indemnities may be held to be unenforceable as a
result of public policy or for other reasons.
The Company may assume substantial liabilities
Contracts in the offshore sector require high standards
of safety, and it is important to note that all offshore
contracts are associated with considerable risks and
responsibilities. These include technical, operational,
commercial and political risks, and it is impossible to
insure against all the types of risk and liabilities
mentioned. For instance, under some contracts the
Company may have liability for losses caused by its own
gross negligence or wilful misconduct.
Risks related to upgrading of rigs
While the Company believes that its rigs are in a good
condition, the rigs will periodically need to undergo
repairs or upgrading. The timing and costs of repairs on
rigs are difficult to predict with certainty and may be
substantial. Many of these expenses, such as dry
docking and certain repairs for normal wear and tear,
are typically not covered by insurance. Large repair
expenses could decrease the Company's profits. In
addition, repair time means a loss of revenue.
to
pay
dividends,
because
of
potential
negative
outcomes, the costs associated with prosecuting or
defending
such
lawsuits,
and
the
diversion
of
management's attention to these matters.
Requisition or arrest of assets
The
Company's rigs could be
requisitioned by a
government in the case of war or other emergencies or
become subject to arrest. This could significantly and
adversely affect the earnings of the Company as well as
the Company's liquidity.
Risks relating to group structure
Awilco Drilling is a holding company and does not
conduct any business operations of its own. The
Company's principal assets are the equity interests it
owns in its operating subsidiaries, either directly or
indirectly. As a result, the Company is dependent upon
cash dividends, distributions or other transfers it
receives from its subsidiaries to repay any debt it may
incur, and to meet its other obligations. The ability of
the Company's subsidiaries to pay dividends and make
payments
to
the
Company
will
depend
on
their
operating results and may be restricted by, among other
things, applicable corporate, tax and other laws and
regulations and agreements of those subsidiaries. For
example, the corporate laws of some jurisdictions
prohibit the payment of dividends by any subsidiary
unless the subsidiary has a capital surplus or net profits
in the current or immediately preceding fiscal year.
Payments
or
distributions
from
the
Company's
subsidiaries could also be subject to restrictions on
dividends or repatriation of earnings under applicable
local law, and monetary transfer restrictions in the
jurisdictions
in
which
the
Company's
subsidiaries
operate. The Company's subsidiaries are separate and
distinct legal entities. Any right that the Company has
to receive any assets of or distributions from any
subsidiary upon the bankruptcy, dissolution, liquidation
or reorganization of such subsidiary, or to realize
proceeds from the sale of the assets of any subsidiary,
will be junior to the claims of that subsidiary's creditors,
including trade creditors.
D.3
Key information on
the key risks that
are specific to the
securities
Risks related to the VPS registration
The Company's sole shareholder for purpose of UK law
is DNB Bank ASA, and any person trading in the
Company's shares does so in reliance on the Company's
registrar agreement with DNB Bank ASA. DNB Bank
ASA, as VPS Registrar, is registered as the legal owner
of the Shares in the register of members which the
Company is required to maintain pursuant to English
law. In the event that the
agreement with the VPS
Registrar is terminated, there can be no assurance that
the Company will enter into a replacement agreement
on substantially the same terms or at all.
For the purpose of English law, the VPS Registrar is
regarded as the owner of the Shares. The beneficial
owners of the Shares must look solely to the VPS
Registrar for exercising any shareholder interest in the
Company, including receiving payment of dividends and
exercising voting rights.
Volatility of the share price
The
trading
price
of
the
Shares
could
fluctuate
significantly in response to quarterly variations in
operating
results,
adverse
business
developments,
interest
rates,
changes
in
financial
estimates
by
securities analysts, matters announced in respect of
major
customers
or
competitors,
changes
to
the
regulatory
environment
in
which
the
Company
operates, or a variety of other factors outside the
control of the Company.
The market price of the Shares could also decline due
to sales of a large number of the Shares in the market
or the perception that such sales could occur. Such sales
could also make it more difficult for the Company to
offer equity securities in the future at a time and at a
price that are deemed appropriate.
Risks related to issuance of Shares
It is possible that the Company may in the future decide
to offer additional Shares or other securities in order to
finance new capital-intensive projects, in connection
with unanticipated liabilities or expenses or for any
other purposes. Any such additional offering could
reduce the proportionate ownership and voting interests
of holders of Shares, as well as the earnings per Share
and the net asset value per Share of the Company, and
any offering by the Company could have a material
adverse effect on the market price of the Shares.
Transfer restrictions
The Shares have not been registered under the US
Securities Act or any US state securities laws or any
other jurisdiction outside of Norway and are not
expected to be registered in the future. As such, the
Shares may not be offered or sold except pursuant to
an exemption from the registration requirements of the
US Securities Act and applicable securities laws. In
addition, there can be no assurances that shareholders
residing or domiciled in the United States will be able to
participate in future capital increases or rights offerings.

2. RESPONSIBILITY FOR THE PROSPECTUS SUMMARY

This Prospectus Summary has been prepared by Awilco Drilling Plc to provide information in connection with the Listing Transfer.

The Board of Directors of Awilco Drilling Plc accepts responsibility for the information contained in this Prospectus Summary. The members of the Board of Directors confirm that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus Summary is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import.

3 September 2018

The Board of Directors of Awilco Drilling Plc

Sigurd E. Thorvildsen Chairman

Henrik Fougner Board member

Daniel Gold Board member

John Simpson Board member

Synne Syrrist Board member Jon Oliver Bryce Board member

3. DEFINITIONS AND GLOSSARY

The following definitions and glossary apply in this Prospectus unless otherwise dictated by the context, including the foregoing pages of this Prospectus.

Audited Financial
Statements
The Company's audited consolidated financial statements
as of, and for the years ended, 31 December 2017, 2016
and 2015.
Awilco Drilling Awilco Drilling Plc or the Company.
Awilco Drilling Plc The Company.
Awilhelmsen Awilhelmsen Offshore AS.
Board or Board of
Directors
The board of directors of the Company.
The Company Awilco Drilling Plc.
EU The European Union.
General Meeting The Company's general meeting of shareholders.
Group The Company and its subsidiaries.
IAS 34 International Accounting Standard 34 Financial Reports.
IFRS International Financial Reporting Standards as adopted by
the EU.
Interim Financial
Statements
The Company's unaudited interim financial statements as
of, and for the three month period ended 31 March 2018.
ISIN International Securities Identification Number in the
Norwegian Central Securities Depository (VPS).
Listing Transfer The transfer of listing of 49,031,500 shares
in Awilco
Drilling Plc from listing on Oslo Axess to Oslo Børs.
NCS The Norwegian Continental Shelf.
NOK Norwegian Kroner, the lawful currency of Norway.
Oslo Børs Oslo Børs ASA or, as the context may require, Oslo Børs,
a Norwegian regulated stock exchange operated by Oslo
Børs ASA.
Private Placement The
private
placement
of
17,600,000
new
shares
completed on 28 February 2018 with subscription price of
NOK 29.
Securities Trading Act The Norwegian Securities Trading Act of 29 June 2007 no.
75 (Norwegian: "Verdipapirhandelloven").
Share(s) Shares in the share capital of the Company, each with a
nominal value of GBP 00.0065 or any one of them.
Subsequent Offering The
subsequent
offering
of
1,400,000
new
shares
completed on 18 June 2019 with a subscription price of
NOK 27.35.
Transocean Transocean Ltd.
UK United Kingdom.
USD United States Dollar, the lawful currency of the United
States of America.
VPS Norwegian Central Securities Depository.
VPS Registrar DNB Bank ASA, registrars department, Dronning Eufemias
gate 30, 0191 Oslo, Norway.

Talk to a Data Expert

Have a question? We'll get back to you promptly.