OFFER DOCUMENT. Voluntary offer to acquire all issued and outstanding shares of. GC Rieber Shipping ASA. not already owned by.

Transkript

1 OFFER DOCUMENT Voluntary offer to acquire all issued and outstanding shares of GC Rieber Shipping ASA not already owned by GC Rieber AS Offer price: NOK 31 per share in cash Offer Period: From and including 12 September 2011 to and including 30 September 2011 at 17:30 (CET) (subject to extensions) Financial Advisor and Receiving Agent 9 September

2 IMPORTANT INFORMATION This Offer Document has been prepared in connection with a voluntary offer made by GC Rieber AS ( Offeror or GCR ) to acquire all issued and outstanding shares of GC Rieber Shipping ASA ( RISH or the Company ) on the terms and conditions set out in this Offer Document. Please note that the Offer reflected in this Offer Document is formally not subject to the regulation in Chapter 6 of the Norwegian Securities Trading Act, which also includes the approval procedures of Oslo Børs. However, the Offer Document has been prepared to comply with the provisions relating to public offers set out in the Norwegian Securities Trading Act, and the Offeror has decided to submit the Offer Document to Oslo Børs for its approval in accordance with Section 6-14 of the Norwegian Securities Trading Act. It should also be noted, however, that the Offer will not trigger a mandatory bid obligation as imposed by Sections 6-1 and 6-6 of the Norwegian Securities Trading Act. The distribution of this Offer Document does not imply in any way that the information included herein continues to be accurate and complete at any date subsequent to the date of this Offer Document. This Offer is directed to all RISH Shareholders who may legally receive this Offer Document and accept this Offer. Copies of this Offer Document and the related Acceptance Form are being sent by mail by the Offeror to registered RISH Shareholders (except for RISH Shareholders in jurisdictions where this Offer Document may not be lawfully distributed) of record as of 9 September 2011, to their addresses as registered in the VPS, and are being furnished on behalf of the Offeror to brokers, dealers, commercial banks, trust companies and similar persons, whose names or the names of whose nominees appear as holders of RISH Shares for subsequent transmission to beneficial owners of RISH Shares. This Offer Document can also be obtained free of charge at the office of the Financial Advisor, also serving as Receiving Agent: Fondsfinans ASA Haakon VII's gate 2 N-0122 Oslo Norway Phone: Facsimile: The Financial Advisor is acting solely as financial advisor to the Offeror in relation to this Offer. The Financial Advisor makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Offer Document is, or shall be relied upon as, a promise or representation by the Financial Advisor. The information in this Offer Document pertaining to RISH has been prepared on the basis of publicly available information, including annual reports, interim reports, investor information and stock exchange announcements published by RISH. Consequently, neither the Offeror nor any of the Offeror's advisors can accept any liability for the accuracy or completeness of the information in this Offer Document regarding RISH. All inquiries related to this Offer Document should be directed to the Financial Advisor. No person has been authorised to provide any information or make any representation on behalf of the Offeror other than as indicated in this Offer Document and the attached Acceptance Form. The contents of this Offer Document are not to be construed as legal, business or tax advice. Each reader of this Offer Document should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Offer Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. This Offer Document has been prepared in the English language only, except for the summary in Norwegian in Section 8 Norsk Sammendrag (Norwegian summary). In the event of any inconsistencies between the English version and the Norwegian summary, the English version shall prevail. 2

3 Any dispute arising out of, or in connection with, this Offer Document shall be governed by Norwegian law and submitted to Oslo District Court as the agreed legal venue. OFFER RESTRICTIONS General Offer Restrictions The distribution of this Offer Document and the making of this Offer in certain jurisdictions (including, but not limited to, the United States, Canada, Australia and Japan) may be restricted by law. All RISH Shareholders wishing to accept this Offer must satisfy themselves as to the due observance of the laws in the jurisdictions relevant to them, including the receipt of any necessary governmental consent or the payment of any taxes due. Therefore, persons obtaining this Offer Document or into whose possession this Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. This Offer is Not Being Made in or into the United States, Canada, Australia or Japan This Offer is not being made and will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan. This Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the United States, Canada, Australia or Japan, whether by use of United States, Canadian, Australian or Japanese commerce (including, but without limitation, the mail, facsimile transmission, telex, telephone or Internet) or any facility of a United States, Canadian, Australian or Japanese national securities exchange, and this Offer cannot be accepted by any such use, means or instrumentality, in or from within the United States, Canada, Australia or Japan. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from the United States, Canada, Australia or Japan or, in their capacities as such, to custodians, trustees or nominees holding shares of the Company for United States, Canadian, Australian or Japanese persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Canada, Australia or Japan. Any purported acceptance of this Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No shares of the Company are being solicited from a resident of the United States, Canada, Australia or Japan and, if sent in response by a resident of the United States, Canada, Australia or Japan, will not be accepted. By delivering an Acceptance Form in connection with this Offer each person certifies that: (1) such person has not received this Offer Document, the Acceptance Form or any other document relating to this Offer in the United States, Canada, Australia or Japan, nor has such person mailed, transmitted or otherwise distributed any such document in or into the United States, Canada, Australia or Japan; (2) such person has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities exchange, of the United States, Canada, Australia or Japan in connection with this Offer; (3) such person is not and was not located in the United States, Canada, Australia or Japan at the time such person accepted the terms of this Offer or at the time such person returned the Acceptance Form; and (4) if such person is acting in a fiduciary, agency or other capacity as an intermediary, then either (a) such person has full investment discretion with respect to the securities covered by the Acceptance Form or (b) the person on whose behalf such person is acting was located outside the United States, Canada, Australia and Japan at the time he or she instructed such person to accept this Offer. No Offer for Securities Other than RISH Shares This Offer Document and this Offer does not represent an offer to acquire or obtain securities other than RISH Shares. No Offer to Persons whose Participation Requires Issuance of Further Documents 3

4 This Offer Document is not directed to persons whose participation in this Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to this Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded. 4

5 CONTENTS 1 SUMMARY OF THE OFFER DEFINITIONS AND GLOSSARY OF TERMS RESPONSIBILITY STATEMENT BACKGROUND TO THE OFFER GENERAL THE OFFEROR THE COMPANY CONTACT BETWEEN THE PARTIES PRIOR TO THE OFFER REASONS FOR THE OFFER AND FUTURE BUSINESS PLANS FOR THE COMPANY IMPACT ON THE EMPLOYEES, BOARD OF DIRECTORS AND MANAGEMENT OF THE COMPANY LEGAL CONSEQUENCE OF THE OFFER TERMS AND CONDITIONS OF THE OFFER OFFER TO ACQUIRE SHARES OFFER PRICE ACCEPTANCE PERIOD ACCEPTANCE OF THE OFFER CONDITIONS TO THE OFFER FINANCING OF THE OFFER ANNOUNCEMENTS AND AMENDMENTS TO THE OFFER COMPLETION AND SETTLEMENT TRANSACTION COSTS TAX ACQUISITION OF SHARES OUTSIDE THIS OFFER COMPULSORY ACQUISITION OF SHARES DELISTING OF THE RISH SHARES JURISDICTION AND CHOICE OF LAW MISCELLANEOUS INFORMATION ABOUT THE COMPANY OVERVIEW BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT SELECTED CONSOLIDATED FINANCIAL INFORMATION SHARE CAPITAL AND SHAREHOLDERS TAXATION CONSEQUENCES INTRODUCTION TAX CONSEQUENCES FOR NORWEGIAN SHAREHOLDERS ACCEPTING THE OFFER TAX CONSEQUENCES FOR FOREIGN SHAREHOLDERS ACCEPTING THIS OFFER NORSK SAMMENDRAG (NORWEGIAN SUMMARY) INNLEDNING

6 8.2 TILBYDEREN SELSKAPET TILBUD OM KJØP AV AKSJER TILBUDSPRIS AKSEPTPERIODE AKSEPT AV TILBUDET BETINGELSER FOR TILBUDET ANNONSERING OG ENDRINGER AV TILBUDET GJENNOMFØRING OG OPPGJØR TRANSAKSJONSKOSTNADER SKATT ERVERV AV AKSJER UTENFOR TILBUDET TVUNGEN OVERFØRING AV AKSJER STRYKING FRA OSLO BØRS JURISDIKSJON OG LOVVALG DIVERSE APPENDICES APPENDIX 1: ARTICLES OF ASSOCIATION OF RISH APPENDIX 2: ACCEPTANCE FORM APPENDIX 3: AKSEPTFORMULAR (NORWEGIAN ACCEPTANCE FORM)

7 1 SUMMARY OF THE OFFER The following is a summary of the main terms and conditions of the Offer: Offeror... GC Rieber AS ( GCR or the Offeror ) Target... GC Rieber Shipping ASA ( RISH or the Company ) Offer Price... NOK 31 per Share covered by the Offer, payable in cash. Acceptance Period... From and including 12 September 2011 to and including 30 September 2011 at 17:30 (CET), subject to extension(s), but in no event longer than 18 November Accepting the Offer... It is the Acceptant s responsibility to correctly fill out the Acceptance Form and deliver it to the Receiving Agent before 17:30 CET on 30 September 2011, at which time the Acceptance Form must be received by Fondsfinans ASA by means of post, delivery or facsimile to: Fondsfinans ASA, P.O. Box 1782 Vika, 0122 Oslo, Norway, facsimile: Conditions... The Offer is conditional upon the satisfaction (unless waived in whole or in part by GCR at its sole discretion) of the following conditions: (i) GCR receiving valid and unconditional acceptances of the Offer from RISH's Shareholders representing, together with Shares already held by GCR, more than 90% of the total number of Shares and votes in RISH on a fully diluted basis; and (ii) no circumstance having occurred which has or can reasonably be expected to have a material adverse effect on RISH's sales, results, liquidity, equity or assets. For a complete list and details on applicable conditions, see Section 5.5 Conditions to the Offer. Settlement date... Settlement will take place no more than 10 Business Days following the announcement by the Offeror that all conditions of the Offer have been satisfied or waived. Offer Restrictions... Please see Important Information above. Financing... Available cash resources and loan facilities. Financial Advisor and Receiving Agent... Fondsfinans ASA. 7

8 2 DEFINITIONS AND GLOSSARY OF TERMS As used in this Offer Document, the following definitions and glossary of terms apply except when otherwise stated. Acceptance... The acceptance of the Offer by a Shareholder Acceptance Form... The form of acceptance enclosed with this Offer Document as Appendix 2 (English) and Appendix 3 (Norwegian), and to be used by Acceptants when accepting the Offer Acceptance Period... Acceptant... Board... Business Day... CET... Company or RISH... Financial Advisor... Group... NOK... The period when Shareholders may accept the Offer, running from and including 12 September 2011 to and including 30 September 2011 at CET, subject to any extension of the Acceptance Period as set out in Section 5.3 Acceptance Period of this Offer Document A Shareholder who accepts the Offer The Board of Directors of the Company Any day except a Saturday, Sunday or any other day on which commercial banking institutions in Norway are authorised to close Central European Time GC Rieber Shipping ASA, a Norwegian public limited liability company with organisation number Fondsfinans ASA The Company and its subsidiaries Norwegian kroner, the lawful currency of Norway Norwegian Public Companies Act.. The Norwegian Act relating to Public Limited Liability Companies of 13 June 1997 No. 45 (Norwegian: Allmennaksjeloven ) Norwegian Securities Trading Act... Norwegian Register of Business Enterprises... The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Norwegian: Verdipapirhandelloven ) The Norwegian Register of Business Enterprises at Brønnøysund, Norway (Norwegian: Foretaksregisteret ) Offer... Offer Document... The voluntary offer made by the Offeror to acquire all of the outstanding Shares in RISH not already owned by the Offeror, on the terms and subject to the conditions set out in this Offer Document This offer document (including appendices) prepared by the Offeror in connection with the Offer Offeror or GCR... GC Rieber AS, a Norwegian private limited liability company with organisation number Offer Price... Oslo Børs... Receiving Agent... Shareholders... Shares... NOK 31 per Share, payable in cash Oslo Børs ASA (the Oslo Stock Exchange) The Financial Advisor, Fondsfinans ASA Owners of Shares, including beneficial owners of nominee registered Shares Issued and outstanding shares of the Company VPS... The Norwegian Central Securities Depository (Norwegian: Verdipapirsentralen ) 8

9 3 RESPONSIBILITY STATEMENT This Offer Document has been prepared by GC Rieber AS in accordance with Section 6-13 of the Norwegian Securities Trading Act in order to provide the Shareholders with a basis for evaluating the Offer. The Offer Document has been filed with and approved by Oslo Børs in accordance with Section 6-14 of the Norwegian Securities Trading Act. The information about the Company included in this Offer Document has been prepared exclusively on the basis of publicly available information. Neither the Offeror nor any of its affiliates, representatives or advisors, has verified independently such information, and consequently, does not assume any responsibility or liability for the correctness or accuracy of such information. 9 September 2011 GC Rieber AS 9

10 4 BACKGROUND TO THE OFFER 4.1 General GC Rieber AS is offering to acquire all outstanding Shares (and if relevant, all new Shares issued during the Acceptance Period) in the Company, not currently held by GCR, on the terms and subject to the limitations and conditions set out in this Offer Document. The Offer Price is NOK 31 per share with cash settlement. 4.2 The Offeror The Offer is made by GC Rieber AS, registered in the Norwegian Register of Business Enterprises under the organisation number GCR is a private limited liability company incorporated under the laws of Norway with registered address at Solheimsgaten 15, 5808 Bergen, Norway. Telephone number: , facsimile number: , and firmapost@gcrieber.no. The Offeror is a privately owned company with operations concentrated and organized around three business areas: GC Rieber Industri, GC Rieber Shipping and GC Rieber Eiendom. Each of the areas are characterised by high competence in niche markets, and has its own management and board of directors. The Offeror s head office is located in Bergen, and it has subsidiaries in Norway, Sweden, Denmark, UK, United States, Canada, Russia, Singapore, Australia and India, as well as partnerships in several other countries. As of 31 December 2010 the Offeror had 475 employees, in addition to, approximately 250 contracted crew members on vessels operated by GC Rieber Shipping. GCR s core values are based on creativity, diligence and responsibility. This value base, along with GCR s internal culture and employees, are the most important elements in order to fulfil GCR's promise: "Enhancing Values". GCR currently owns 23,108,110 Shares, equivalent to approximately 52.74% of RISH s total share capital. There are no related parties to GCR as defined in Section 2-5 cf. Section 6-5 of the Norwegian Security Trading Act, owning Shares in RISH. Even though there are certain shareholders of GCR which also holds Shares in RISH, there are no identification or consolidation between GCR and such shareholders. Neither GCR nor any related parties have any options, convertible loans or similar rights to acquire additional Shares in RISH. For further information about GCR, visit: The Company The target company is GC Rieber Shipping ASA, registered in the Norwegian Register of Business Enterprises with organisation number RISH is a public limited liability company incorporated under the laws of Norway with registered address at Solheimsgaten 15, 5058 Bergen, Norway. Telephone number: , facsimile number: , and info@gcrieber-shipping.no. For further information about the Company, see Section 6 Information about the Company or visit: The Shares are listed on Oslo Børs under the ticker code RISH and are registered in the VPS under the International Securities Identification Number (ISIN) NO Contact between the parties prior to the Offer On 26 February 2010 RISH received a letter from GCR with a proposal to merge the two companies. The merger proposal was part of GCR s long-term strategy for closer ownership and organisational collaboration at 10

11 the corporate level between the three business areas: GC Rieber Shipping, GC Rieber Eiendom and GC Rieber Industri. The proposal was for a merger with consideration in GCR shares. No exchange ratio was announced at this point in time. The proposal included an opportunity for RISH shareholders who did not want shares in GCR as consideration to opt for a cash consideration of NOK 31 per RISH share, limited to a maximum cash consideration of 20% of the total merger consideration. However, due to several circumstances the proposal was later put on hold by GCR. On 28 June 2011, RISH announced through a press release on Oslo Børs that GCR and RISH had decided to resume the previous discussions regarding a possible merger. In this context, RISH wanted to explore the possibility to develop RISH as a listed company focusing on seismic assets and operations, while the other operations would be merged into GCR, and in which the minority shareholders in RISH would be given the choice between shares in the listed entity or GCR shares. This structure would imply that GCR would reduce its ownership in the listed entity below 50%. On 24 August 2011, GCR announced through a press release on Oslo Børs that, based on both the complexity of the transaction (i.e. the proposed merger announced 28 June 2011) and the developments in the market, GCR had decided to terminate the discussions regarding a merger with RISH and instead put forward a voluntary cash offer to acquire all shares in RISH that is not already owned by GCR. 4.5 Reasons for the Offer and future business plans for the Company GC Rieber Shipping ASA was demerged from GC Rieber AS in 1995 and listed on the Oslo Stock Exchange in Since 2001, GCR has had a stake in the Company of over 50%. Thus, as GCR already is the current majority shareholder in RISH and the fact that RISH represents strategic opportunities for GCR, it is natural for GCR to seek to increase their control over RISH and link RISH closer to the GCR group. In addition, share liquidity has been low, and lately there has been limited visualization of the values and opportunities of RISH s business model, where operations are organized in three segments: subsea, ice and marine seismic, as well as operation of offshore vessels for third parties. GCR aims to provide Shareholders with an opportunity to sell their Shares and pursue alternative investments. In addition to owning Shares in RISH, GCR also operates within the business areas of commercial real estate and industry. GCR has a long-term ownership horizon on their investments. If the Offer is completed, the Company s operations within subsea, ice, seismic and ship management will continue in a wholly owned subsidiary of GCR, and will be developed as one of GCR s three strategic priority business areas. Furthermore, GCR will facilitate further development of critical skills and growth within the offshore related shipping business, and maintain a continued industrial and long-term focus on the relevant segments. If the Offer is completed, GCR will have a differentiated total portfolio within partly counter-cyclical business areas, i.e. offshore shipping, commercial real estate and industry, and create a more consolidated, effective and coherent GCR group to exploit the full potential of available resources and with increased opportunities for synergies. The GCR group will obtain a more clear ownership structure, resulting in a more focused company. Further, if the Offer is successfully completed, GCR will consider proposing to the shareholders meeting of the Company that the Shares are delisted as described in Section 5.13 Delisting of the RISH Shares of this Offer Document. 4.6 Impact on the employees, Board of directors and management of the Company As of the date of this Offer Document, GCR does not expect the completion of the Offer to have any legal, economic or other work related consequences for the Company s employees, expect for the fact that the employees will be more closely linked to a larger environment with increased opportunities for synergies and development of the organisation s overall competence. If the Offer is completed, GCR intends to develop 11

12 efficiencies and synergies between the Company and GCR where it is natural. However, the business model of GCR is to let each business unit develop their products and services, markets and technologies, independently from the other business units. Therefore, GCR plans to build on the Company`s current brand and competences, improve the utilisation of joint resources and provide enhanced opportunities for the Company`s employees. Employees, members of the Board and executive management selling their Shares under the Offer will do so in their role as Shareholders, and no special advantages or benefits will be accorded to such persons in connection with the Offer, nor have prospects of any such advantages or benefits been held out to any of the said persons. 4.7 Legal Consequence of the Offer This Offer may result in the Offeror becoming the owner of more than 2/3 of the RISH Shares. In such case, the Offeror will, pursuant to Norwegian law and the Company's articles of association, by exercising its voting powers in the Company's shareholders' meeting, be able to approve actions that require the affirmative vote of at least 2/3 of the aggregate number of votes cast as well as at least 2/3 of the share capital represented at the Company's shareholders' meeting. If the Offeror following this Offer becomes the owner of more than 90% of the total number of the RISH Shares, the Offeror may carry out a compulsory acquisition of the remaining RISH Shares as described in Section 5.12 "Compulsory acquisition of Shares" and a subsequent delisting of RISH from Oslo Børs, as described in Section 5.13 "Delisting of the RISH Shares". GCR made a mandatory offer for the shares of the Company in December Since then, GCR has owned more than 50% of the Shares in RISH. As a consequence hereof, the Offer reflected in this Offer Document is formally not subject to the regulation in Chapter 6 of the Norwegian Securities Trading Act, which also includes the approval procedures of Oslo Børs. However, in order to provide all the Shareholders of RISH with the best possible and equal information, the Offeror has decided to submit the Offer Document to Oslo Børs for its approval in accordance with Section 6-14 of the Norwegian Securities Trading Act. It should be noted, however, that the Offer will not trigger a mandatory bid obligation as imposed by Sections 6-1 and 6-6 of the Norwegian Securities Trading Act. 12

13 5 TERMS AND CONDITIONS OF THE OFFER 5.1 Offer to Acquire Shares The Offeror hereby makes a voluntary Offer to acquire all outstanding Shares (and if relevant, all new Shares issued during the Acceptance Period) in the Company, not currently held by GCR, on the terms and subject to the conditions set out in this Offer Document and the Acceptance Form. GCR has not received any preacceptances to the Offer. GCR currently holds 23,108,110 Shares, equivalent to approximately 52.74% of the Company s total share capital. 5.2 Offer Price The Offer Price is NOK 31 per Share, and will be paid in cash. The cash payment of NOK 31 per Share values the total issued share capital of RISH at approximately NOK 1,358 million. The Offer Price represents a premium of 21.6% to the closing share price on 23 August 2011, the last day prior to the announcement of the Offer. Furthermore, the Offer Price represents a premium of 29.7%, 31.4% and 46.9% compared to the adjusted volume weighted average share price for the last three, two and one month period respectively, in each case prior to the announcement of the Offer. The figure below shows the development in price and traded volume for the RISH share from 3 January 2011 to 23 August 2011, relative to Oslo Børs Benchmark index (OSEBX) Share price (NOK) No. of shares traded (1000) 20 0 RISH volume RISH share price OSEBX rel. RISH Source: Oslo Stock Exchange 5.3 Acceptance Period The Acceptance Period commences on 12 September 2011 and expires at 17:30 (CET) on 30 September The Offeror may extend the Acceptance Period one or more times, however no later than to 18 November 2011 at 17:30 (CET). Any such extension will be part of the Acceptance Period. Any extensions of the Acceptance Period shall be announced as soon as possible and no later than the first Business Day following the expiration of the previously announced Acceptance Period in accordance with Section 5.7 "Announcement and 13

14 amendments to the Offer. 5.4 Acceptance of the Offer In order for the Shareholders to accept the Offer, the Acceptance Form must be correctly filled out, signed and delivered to the Receiving Agent together with any required supplementary documents (i.e. power of attorney). Information on individual shareholdings and certain other matters relating to each Shareholder has already been included in the Acceptance Form. The Acceptance Form also contains information on the settlement of the Offer Price. A Shareholder may only obtain the settlement described in Section 5.8 Completion and settlement below by complying with the above. It is the Acceptant s responsibility to correctly fill out the Acceptance Form and deliver it to the Receiving Agent before 17:30 CET on 30 September 2011, at which time the Acceptance Form must be received by the Receiving Agent at the address below by means of post, delivery or facsimile: Fondsfinans ASA Haakon VII's gate 2 P.O.Box Oslo Norway Facsimile: The Offeror is not required to accept Acceptance Forms that are received after the expiration of the Acceptance Period, but may do so in its sole discretion. The Offeror reserves the right to reject any or all Acceptances which are incomplete, incorrect, do not comply with the restrictions set forth in this Offer Document, or are otherwise illegal. The Offeror also reserves the right to consider an acceptance valid, wholly or partially, even if incorrect, not accompanied by the necessary document(s) or otherwise or received elsewhere than stated above, in which event settlement will be completed when such Acceptance is fully corrected and all necessary documents have been received, to the satisfaction of the Offeror. Neither the Offeror or the Receiving Agent, nor any third parties, will be under any duty to give notification of any deficiency or irregularity with respect to any Acceptances or incur any liability for failure to give any such notification. An Acceptance will cover all Shares stated on the Acceptance Form as well as any other Shares which, in addition to the number of Shares stated on the Acceptance Form, have been or will be acquired, and which will be registered on the VPS account stated on the Acceptance Form, until the Offer is completed. If an Acceptant wishes to accept the Offer for less than all the Shares registered on the Acceptant s VPS account, such Acceptant must fill out item 2 in the Acceptance Form. Shareholders whose Shares are split between several VPS accounts will receive a separate Acceptance Form for each such account and are required to submit separate Acceptance Forms for each such account if such Shareholder wants to accept the Offer for all its Shares. ANY SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH PERSON OR COMPANY IF SUCH SHAREHOLDER WISHES TO ACCEPT THE OFFER. IN ORDER FOR A SHAREHOLDER TO VALIDLY ACCEPT THE OFFER, THE ACCEPTANCE FORM MUST BE SIGNED BY THE SHAREHOLDER OR HIS AUTHORISED ATTORNEY. All Shares to be sold by an Acceptant under the Offer must be transferred to the Offeror free of any encumbrances or other third-party rights whatsoever and with all shareholder rights attached to them. 14

15 Any third party with registered encumbrances or other third-party rights over the relevant VPS-account(s) must sign the Acceptance Form and thereby waive its rights to the Shares recorded thereon and approve the transfer of such shares to the Offeror, free of any encumbrances. The Acceptance will be irrevocable and cannot be withdrawn after having been received by the Receiving Agent. A Shareholder is, by returning the Acceptance Form to the Receiving Agent, bound to accept the cash consideration offered in the Offer on the terms and conditions set forth herein and in the Acceptance Form. Once the Acceptance Form is received by the Receiving Agent, the Shares tendered will be pledged and blocked in favour of the Receiving Agent on behalf of the Offeror. It will not be possible for the Acceptant to dispose of the Shares after the block has been established. The block will only apply to the Shares, and the Acceptants may freely administer any other securities registered on their respective VPS accounts. The Acceptants will retain ownership of their Shares until settlement of the Offer. All shareholder rights shall be vested with the Acceptants until settlement of the Offer, to the extent permitted by law. By accepting the Offer, each Acceptant gives the Receiving Agent an irrevocable power of attorney to carry out all actions necessary to complete the Offer, including but not limited to, pledging and blocking the Acceptant s Shares in favour of the Receiving Agent on behalf of the Offeror, pending transfer of such Shares to the Offeror upon completion of the Offer. The Acceptant also grants the Receiving Agent an irrevocable authority, upon (and subject to) completion of the Offer, to transfer the Shares from its blocked VPS account to the Offeror s VPS account. Settlement will be made immediately after the Shares are transferred to the Offeror. In the event the Offer lapses because the conditions for completion of the Offer are not satisfied or waived within the deadline set out in Section 5.5 Conditions to the Offer below, any and all pledges and blocks described above will promptly be released by the Receiving Agent. The Offeror, or the Receiving Agent on behalf of the Offeror, will not submit any confirmation of receipt of Acceptance Forms to the Acceptants. 5.5 Conditions to the Offer The Offer is conditional upon the satisfaction (unless waived in whole or in part by GCR at its sole discretion) of the following conditions: I. GCR receiving valid and unconditional acceptances of the offer from RISH's Shareholders representing, together with Shares already held by GCR, more than 90% of the total number of Shares and votes in RISH on a fully diluted basis; and II. No circumstances having occurred which has or can reasonably be expected to have a material adverse effect on RISH s sales, results, liquidity, equity or assets. If the Offeror has not publicly announced that the above conditions are satisfied or waived by the Offeror prior to 18 November 2011, then the Offer will lapse. Any waiver or satisfaction of the conditions to the Offer will be announced in accordance with Section 5.7 Announcements and amendments to the Offer. GCR currently owns 52.74% of the outstanding shares in RISH, and is therefore in sole control of RISH for the purposes of the rules relating to Merger Control in Norway. As the Offer does not result in a change in the quality of control of the Company, i.e. GCR will only reinforce its already existing quality of control, the Offer does not constitute a Concentration with regards to Section 17 of the Norwegian Competition Act. Consequently, Merger Control clearance will not need to be obtained from the Norwegian Competition Authority. Neither would any other regulatory, governmental or similar clearances, approvals or decisions be necessary. 5.6 Financing of the Offer The Offer is not subject to any financing condition. The Offeror will finance the Offer through available cash 15

16 resources and loan facilities, which secures settlement for the Shares covered by this Offer. After settlement of the Offer, GCR will consider refinancing part of the Offer consideration through a private placement to existing GCR shareholders and employees. 5.7 Announcements and amendments to the Offer Announcements issued by or on behalf of the Offeror regarding the Offer and/or the Offer Document will be deemed to have been made once they have been received by Oslo Børs and distributed through its electronic information system ( In this respect, the Offeror will have no obligation to publish, advertise or otherwise communicate any such announcement other than by making such a release to Oslo Børs. Any amendments to the Offer will be binding on the Offeror once received by Oslo Børs and distributed through Oslo Børs electronic information system. 5.8 Completion and settlement Settlement of Acceptances received before 17:30 CET on 30 September 2011 will be made in NOK on 14 October 2011 at the latest, subject to extension of the Acceptance Period and fulfilment of the conditions for completion of the Offer as set out in Section 5.5 Conditions to the Offer. Settlement shall in any case take place no later than 10 Business Days following the date on which the Offeror announces that the conditions for completion of the Offer have been satisfied or waived. If the Offer lapses or the conditions for completing the Offer are not satisfied or waived by the Offeror by 18 November 2011, settlement will not take place, and any blocks over each Share covered by Acceptances will be released. Settlement will in no case take place later than 2 December The Acceptants will not be entitled to any interest compensation in connection with the Offer. Settlement will be made to the bank account registered in the VPS for dividend payments for each Acceptant at the time of the Acceptance. In the event that no such bank account is registered, settlement will be made by bank giro (a settlement system used in Norway, similar to a Norwegian currency banker s draft), or by cheque. In the event an Acceptant wishes to receive the cash payment in a bank account other than the account registered in the VPS for dividend payments, such Acceptant is required to state such bank account number in the Acceptance Form. 5.9 Transaction costs The Offeror will pay costs directly related to the VPS transactions in connection with Acceptance of the Offer and completion of the transfer of the Shares to the Offeror. Acceptants will not incur any brokerage fees or other costs, in each case, directly related to VPS transactions in connection with the Offer. Any tax consequences or costs incurred by Acceptants for financial or legal advice, or any other costs in connection with the Offer will not be reimbursed or paid by the Offeror Tax Shareholders accepting the Offer will be responsible for their individual tax liability as a consequence of accepting the Offer and selling the Shares. A general description of certain tax matters is included in Section 7 Taxation consequences of this Offer Document Acquisition of Shares outside this Offer The Offeror reserves the right to acquire Shares outside the Offer both during and after the Acceptance Period. Should such acquisitions be made during the Acceptance Period and at a price higher than the Offer Price, such higher price should be offered to all Shareholders. Should acquisitions outside the Offer be made after the Acceptance Period and at a price higher than the Offer Price, such higher price may affect the price payable in any subsequent compulsory acquisition of Shares as set out in Section 5.12 Compulsory acquisition of Shares 16

17 below Compulsory acquisition of Shares If, as a result of the Offer, the Offeror acquires and holds more than 90% of all Shares, then the Offeror would have the right (and each remaining Shareholder would have the right to require the Offeror) to initiate a compulsory acquisition of remaining Shares pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act. The Offeror would also have the right (and each remaining Shareholder would have the right to require the Offeror) to initiate a compulsory acquisition of remaining Shares pursuant to Section 4-25 of the Norwegian Public Limited Liability Companies Act if the Offer is not completed or completed below a 90% shareholding for the Offeror and the Offeror subsequently acquires additional Shares resulting in the Offeror holding more than 90% of the voting rights in the Company. If, in case of a compulsory acquisition of RISH Shares, the Offeror presents an offer in writing to all of the remaining Shareholders with a known address, and such offer is announced in the Norwegian Register of Business Enterprises' electronic bulletin for public announcements and in a newspaper generally read at the Company s place of business, the Offeror may set a time limit for each Shareholder to contest or refuse the offer. Such time limit may not be less than two months from the electronic announcement. Shareholders who have not contested such offer within the expiration of such time limit are deemed to have accepted the offer Delisting of the RISH Shares If the Offer is completed the Offeror will consider proposing to the general meeting of the Company that the Shares are delisted from Oslo Børs. In order to be adopted, a proposal to delist the Shares from Oslo Børs requires the approval from Shareholders representing a 2/3 majority of votes cast and the share capital represented at such general meeting. The final decisions to delist the Shares will, however, be made by Oslo Børs, who will also consider the interests of minority Shareholders. Oslo Børs may also decide on its own initiative to have the Shares withdrawn from listing at Oslo Børs Jurisdiction and choice of law The Offer and any acceptances thereof are subject to Norwegian law. Any dispute arising out of or in connection with this Offer shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo City Court as agreed exclusive legal venue Miscellaneous Fondsfinans ASA, Haakon VII s Gate 2, P.O. Box 1782 Vika, 0122 Oslo, Norway, has acted as Financial Advisor to GC Rieber AS in connection with the Offer. Advokatfirmaet Schjødt AS, Munkedamsveien 45, P.O. Box 2444 Solli, 0201 Oslo, Norway, has acted as legal advisor to GC Rieber AS in connection with the Offer. This Offer Document is being sent to all Shareholders of record as of 9 September 2011, to the address recorded on each Shareholder s VPS account. No confirmation of receipt of Acceptances or other documents will be given by, from or on behalf of the Offeror. 17

18 6 INFORMATION ABOUT THE COMPANY 6.1 Overview RISH is an offshore/shipping company with operations that include ownership in specialised vessels, high quality marine ship management, project development and industrial portfolio management within the segments subsea, ice/support, as well as marine seismic. The Group has a unique competence in operating offshore in harsh environments and in the design and development, and maritime operation of seismic vessels. Through strategic value chain investments the Group has acquired substantial knowledge, expertise and experience within subsea and marine seismic. RISH currently owns eight and operates nine advanced multifunctional special purpose vessels for defined markets within the segments of subsea, ice/support and marine seismic. The Company has one subsea IMR/CSV newbuilding for delivery in The Company also holds a 65% stake in Armada Seismic, which owns one high capacity seismic vessel and has one newbuilding for delivery in the first quarter The Group s strategic value chain investments include a 50% stake in the subsea services company Reef Subsea and a 73% stake in Octio which is in the business of permanent reservoir monitoring. In addition, RISH manages offshore vessels for other owners. The Company has its registered office and headquarter in Bergen with ship management companies in Sevenoaks (United Kingdom), Singapore and Yuzhno-Sakhalinsk (Russia), providing international presence. The Company is listed on Oslo Børs with ticker RISH. 6.2 Board of directors and executive management The Board of directors of RISH consists of the following people: Paul-Christian Rieber, Chairman Trygve Arnesen, Vice Chaiman Inga Lise L. Moldestad, Member of the Board Jan Erik Clausen, Member of the Board Cecilie Astrup, Member of the Board The Group management of RISH consists of the following people: Irene Waage Basili, Chief Executive Officer Hans Petter Amundsen Klohs, Chief Financial Officer to 16 September 2011 Einar Ytredal, Chief Financial Officer from 17 September 2011 Arnestein Øvsthus, Chief Operating Officer Finn Atle Hamre, Director Markets and Projects 6.3 Selected consolidated financial information General The selected consolidated financial data for the Company set forth in this Section has been derived from the Company s audited financial statements for the financial years 2010 and 2009, and the unaudited interim financial statements for the six months ended 30 June 2011 and The financial information has been prepared in accordance with IFRS (International Financial Reporting Standards). The information in this Section 18

19 is only a summary and should be read in conjunction with and is qualified in its entirety by reference to the Company s consolidated financial statements and the related notes to the financial statements included in the Company s annual and interim reports, available at Condensed consolidated profit and loss statement The table below summarizes the consolidated profit and loss statements for the Company for the years ended 31 December 2010 and 2009, and the six months ended 30 June 2011 and For the six months ended 30 June IFRS For the year ended 31 December IFRS (unaudited) (audited) Amounts in NOK Total operating income , , , ,455 Total operating expenses , , , ,192 Operating profit before depreciation, writedowns and gain (loss) on sale of fixed assets ,310 70, , ,264 Depreciation ,079-66, , ,284 Write-downs... 1, ,255-92,742-50,385 Gains (losses) on sale of fixed assets , ,548 0 Operating profit... 39, , , Net financial income and expenses ,223-38,153-60,773 Profit before tax... 39,165-4, ,160-61,179 Income tax expense... 6,851-13,920-61, ,241 Profit for the year... 46,016-2, ,972 78,062 Non-controlling interests ,735 38,441 Profit after non-controlling interests... 45, , , ,503 Earnings and diluted earnings per share Condensed consolidated statement of financial position The table below summarizes the consolidated statement of financial position for the Company as at 31 December 2010 and 2009, and as at 30 June 2011 with comparable figures as at 30 June

20 As at 30 June IFRS (unaudited) As at 31 December IFRS (audited) Amounts in NOK Fixed assets Intangible fixed assets... 90,784 89, , ,128 Tangible fixed assets... 2,130,016 2,452,631 2,226,047 2,046,445 Financial fixed assets , , ,070 11,808 Total fixed assets... 2,540,821 2,654,766 2,438,990 2,259,382 Current assets Inventories... 8,753 10,402 7,758 11,940 Receivables , , , ,391 Quoted financial investments , ,089 Cash and bank deposits , , , ,727 Total current assets , , , ,146 Total assets... 3,214,498 3,508,118 3,163,214 2,880,528 Equity Restricted equity... 95,196 95,196 95,196 95,145 Retained earnings (including non-controlling interest)... 1,634,862 1,920,328 1,699,096 1,449,881 Total equity... 1,730,058 2,015,524 1,794,292 1,545,026 Liabilities Provisions... 65,977 28,835 65,150 31,025 Other long-term liabilities... 1,110,221 1,175, , ,067 Current liabilities , , , ,409 Total liabilities... 1,484,440 1,492,594 1,368,922 1,335,502 Total equity and liabilities... 3,214,498 3,508,118 3,163,214 2,880, Condensed consolidated cash flow statement The table below summarizes the consolidated cash flow statement for the Company for the years ended 31 December 2010 and 2009, and the six months ended 30 June 2011 and As at or for the six months ended 30 June IFRS As at or for the year ended 31 December IFRS (unaudited) (audited) Amounts in NOK million Net cash flow from operations... 69, , ,098 80,405 Net cash flow from investments , , ,228-1,013,920 Net cash flow from financing , , , ,577 Net change in liquidity , , , ,937 Liquidity at beginning of period , , , ,753 Liquidity at end of period , , , ,816 20

21 6.4 Share capital and Shareholders The share capital of RISH is NOK 78,863,040 divided into 43,812,800 shares with a nominal value of NOK The shares are registered with VPS under the International Securities Identification Number (ISIN) NO GCR currently owns 23,108,110 Shares, equivalent to approximately 52.74% of the total share capital. The table below sets out the 20 largest shareholders of the Company as registered in the VPS on 5 September Shareholder No. of shares Percentage GC RIEBER AS... 23,108, % AS ODIN II... 5,003, % A/S JAVIPA... 1,414, % PELICAHN AS... 1,300, % SØRENSEN LEIF HILMAR , % G.C. RIEBER OG HUSTRU FØDT GYSINS , % P.G. RIEBER OG HUSTRU FØDT MARTENS , % G.C.RIEBER & CO. AS UNDERSTØTTELSESFOND , % RBC DEXIA INVESTOR SERVICES TRUST , % PARETO AKSJE NORGE , % MARTENS JOHANNE MARIE , % VIBEN AS , % NES BENEDICTE MARTENS , % STORKLEIVEN AS , % DELTA A/S , % CELSIUS AS , % PARETO AKTIV , % MIETLE JO-ANN REUTERDAHL , % TANNLEGE RANDI ARNESEN AS , % ARNESEN RANDI JEBSEN , % TOP ,299, % Other... 5,513, % TOTAL... 43,812, % 21

22 7 TAXATION CONSEQUENCES 7.1 Introduction The following is a summary of certain Norwegian tax considerations relevant to the disposition of RISH Shares pursuant to this Offer. This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to the RISH Shareholders and does not address foreign tax laws. The summary is based on applicable Norwegian laws, rules and regulations, as they exist as of the date of this Offer Document. Such laws, rules and regulations are subject to change, possibly on a retroactive basis. The summary is solely intended to provide general guidelines and does not address all aspects that may be relevant. The tax treatment of each RISH Shareholder may depend on the individual RISH Shareholder s specific situation and each RISH Shareholder should consult his or her own tax advisor to determine the particular tax consequences for him or her and the applicability and effect of any Norwegian or foreign tax laws and possible changes in such laws. Any reference to a "Norwegian shareholder" or a "foreign shareholder" in the summary below refers to the tax residency and not the nationality of such shareholder. 7.2 Tax Consequences for Norwegian Shareholders Accepting the Offer This section summarizes Norwegian tax rules relevant to Norwegian shareholders Corporate Entities that are RISH Shareholders Norwegian shareholders who are limited liability companies and certain similar entities ("Corporate Shareholders") are subject to the Norwegian participation exemption, with respect to capital gains derived from the realization of RISH Shares. According to this exemption, only 3% of the net annual income comprised by the participation exemption will be taxable as general income, at a rate of 28%, implying that such income is effectively taxed at a rate of 0.84 % (3% * 28% = 0.84%). If the realization of RISH Shares leads to a capital loss, no part of such loss will be deductable for Corporate Shareholders. Taxable gains are calculated as the difference between the received consideration and the tax base value of the Shares disposed of. The tax base value of each RISH Share equals the relevant Shareholder's purchase price in addition to RISK- adjustments (under previous legislation up to 1 January 2006). Previous alteration of share capital or share premium fund may also have affected the tax base value. If the Shares sold by a Corporate Shareholder under this Offer have been acquired at different points in time, the Shares that were acquired first will be regarded as being realized first (the FIFO principle) for the purpose of calculating the taxable gain or loss Private Individuals who are RISH Shareholders Individual RISH Shareholders who are resident in Norway for taxation purposes are subject to tax in Norway for capital gains realized on the sale of RISH Shares, and have a corresponding right to deduct losses. A capital gain derived from realization of RISH Shares by Shareholders who are Norwegian private individuals ("Personal Shareholders") is taxable as ordinary income at a tax rate of 28%. Any loss is deductible against ordinary income. Taxable gains or losses will be calculated as the difference between the received consideration and the tax base 22