Compulsory acquisition of shares
(16.10.2008)COSL Norwegian AS (COSL Norwegian) has, effective from close of trading on Oslo Stock Exchange on 15 October 2008, resolved to carry out a compulsory acquisition of all shares in Awilco Offshore ASA (AWO) owned by shareholders other than COSL Norwegian. COSL Norwegian has, as a consequence of this, assumed ownership of all shares in AWO. The offered redemption price is NOK 85 per share, which equals the NOK 85 offered under the voluntary offer.
Reference is made to the announcement dated 29 September 2008 in connection with completion of the voluntary offer from COSL Norwegian to acquire all shares in AWO. COSL Norwegian confirms and clarifies that 98.8% of the shares in AWO, instead of 98.66%, were transferred to COSL Norwegian on 29 September 2008 in connection with completion of the voluntary offer.
All shares were purchased by way of a voluntary offer and on the terms set out in the offer document dated 17 July 2008.
The board of directors of COSL Norwegian has, effective from close of trading on Oslo Stock Exchange on 15 October 2008, resolved to carry out a compulsory acquisition of all remaining shares in AWO not owned by COSL Norwegian pursuant to the Norwegian Public Limited Liability Companies Act section 4-25 cf. the Norwegian Securities Trading Act section 6-22 (3). COSL Norwegian has as a consequence of this assumed ownership of all shares in AWO.
The offered redemption price under the compulsory acquisition is NOK 85 per share. The offered redemption price corresponds to the offer price in the completed voluntary offer to acquire all shares in AWO which, according to the Norwegian Securities Trading Act section 6-22; is the applicable redemption price in a subsequent compulsory acquisition. Nordea Bank Norge ASA, on behalf of Nordea Bank Finland Plc, has furnished a guarantee for the settlement under the compulsory acquisition in accordance with the Norwegian Securities Trading Act section 6-22 (3) no. 3.
Any objections to, or rejections of, the offered redemption price must be raised prior to 20 December 2008. Former AWO shareholders who do not object to, or reject, the offered redemption price within this deadline will lose their right to object to, or reject, the offered redemption price and are deemed to have accepted the offer.
A letter regarding the compulsory acquisition will be sent to all former shareholders whose addresses are known. In addition, the compulsory acquisition will be announced in the Brønnøysund Register Center`s electronic bulletin for public announcements and in the Norwegian newspaper Aftenposten.
Following the compulsory acquisition, the board of directors of COSL Norwegian has resolved to seek a de-listing of the shares in AWO from Oslo Stock Exchange.
Oslo, 16 October 2008
COSL Norwegian AS