SUMMARY DOCUMENT TRANSFER OF LISTING OF THE SHARES IN SPECTRUM ASA FROM OSLO AXESS TO OSLO BØRS

Transcription

1 SUMMARY DOCUMENT TRANSFER OF LISTING OF THE SHARES IN SPECTRUM ASA FROM OSLO AXESS TO OSLO BØRS The information in this summary document (the Summary Document ) relates to the transfer of listing of the 39,120,653 shares (the Shares ) of Spectrum ASA, a public limited liability company organized under the laws of Norway ( Spectrum or the Company ) from their current listing on Oslo Axess to Oslo Børs. No offering or other sale of Shares will be completed in connection with the transfer of listing. It is expected that the last day of listing on Oslo Axess will be 29 June 2012, and the first day of listing on Oslo Børs will be 2 July The Shares will be listed on Oslo Børs under the current ticker code SPU. Investing in the Company involves risks. For a summary of certain applicable risk factors, see section 7 Summary of Risk Factors. THIS SUMMARY DOCUMENT SERVES AS A TRANSFER OF LISTING DOCUMENT ONLY AS REQUIRED BY NORWEGIAN LAW AND REGULATIONS. THE SUMMARY DOCUMENT DOES NOT IN ANY JURISDICTION CONSTITUTE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. THE SUMMARY DOCUMENT IS NOT INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISIONS. Manager: 28 June 2012

2 Important Notice This Summary Document has been prepared to comply with the Norwegian Securities Trading Act section 7-5, subsection 1 no. 11, cf. the Regulations to the Securities Trading Act section 7-2. The Summary Document has been submitted to and reviewed by the Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) (the NFSA ) in accordance with section 7-2 of the Norwegian Securities Regulations, cf. Section 7-5 no 11 of the Norwegian Securities Trading Act. However, the Summary Document has not been reviewed or approved by the NFSA in accordance with the rules that apply to a prospectus. The Summary Document has been prepared solely in connection with the transfer of listing of the Shares from Oslo Axess to Oslo Børs (the Listing Transfer ), pursuant to an application for such transfer submitted by the Company on 23 April It is not intended to form the basis for any investment decisions. The Summary Document has been published in an English version only. For the definitions of terms used throughout this Summary Document, see section 9 Definitions and Glossary of Terms. All inquiries relating to this Summary Document should be directed to the Company or the Manager. No other person has been authorised to give any information about, or make any representation on behalf of, the Company in connection with the Summary Document or the Transfer of Listing, and, if given or made, such other information or representation must not be relied upon as having been authorised by the Company or the Manager. An investment in Spectrum involves inherent risks. Potential investors should carefully consider the risk factors set out in section 7 Summary of Risk Factors in addition to the other information contained herein and any and all publicly available information before making any investment decision. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Summary Document are not to be construed as legal, business or tax advice. Any prospective investor should consult with their own legal adviser, business adviser and tax adviser as to legal, business and tax advice. The delivery of this Summary Document shall under no circumstance create any implication that the information contained herein is correct as of any time subsequent to the date of this Summary Document. This Summary Document is subject to Norwegian law. Any dispute arising in respect of this Summary Document is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance. The distribution of this Summary Document in certain jurisdictions may be restricted by law. The Company and the Manager require persons in possession of this Summary Document to inform themselves about and to observe any such restrictions. This Summary Document serves as a listing document as required by applicable laws and regulations only. The Summary Document does not constitute an offer to buy, subscribe or sell any of the securities described herein, and no securities are being offered or sold pursuant to it. 1

3 Table of contents 1. Executive summary Disclaimer Responsibility for the Summary Document Description of the Company Key Information History and development Business overview Corporate structure Board of Directors, management and employees Research and development, patents and licenses Auditor Advisors Costs Shareholders Financial information Key financial information Significant changes and trends after 31 March Capitalisation and indebtedness Related Party Transactions Share capital and articles of association Share capital Articles of association The Transfer of Listing Summary of risk factors Additional information Documents on display Incorporation by reference Definitions and glossary of terms

4 1. Executive summary This Summary Document is prepared in connection with the transfer of listing of the Shares in Spectrum from Oslo Axess to Oslo Børs and does not constitute an offer to buy or sell shares or other securities in any jurisdiction. Spectrum applied for transfer of listing of the Shares on 23 April 2012 and the application was approved by Oslo Børs on 23 May The Shares will commence trading on Oslo Børs on 2 July The Summary Document highlights certain information about the Company. It does not contain all the information that may be important to you, and should be read in conjunction with, and is qualified in its entirety, by the information otherwise disclosed by the Company to the market in accordance with its continuing obligations, as well as the latest prospectus issued by the Company (see Section 8). Any decision to invest in the securities described herein should be based on consideration of all such available information and documentation Disclaimer The Company has furnished the information in this Summary Document in order to provide a brief presentation of the Company in connection with the Listing Transfer and unless otherwise indicated, the source of information included in this Summary Document is the Company. The Manager makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Summary Document is, or shall be relied upon as, a promise or representation by the Manager. Any reproduction or distribution of this Summary Document, in whole or in part, is prohibited. The Manager disclaims, to the fullest extent permissible by applicable law, all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of the Summary Document or any such statement. In the ordinary course of their respective businesses, the Manager and certain of its affiliates have engaged, and may continue to engage, in investment and commercial banking transactions with the Company and its subsidiaries. 3

5 2. Responsibility for the Summary Document This Summary Document has been prepared by Spectrum ASA to provide information in connection with the Transfer of Listing. Spectrum ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Summary Document is, to the best of its knowledge, in accordance with the facts and contains no omissions likely to affect its import. Oslo, 27 June 2012 Spectrum ASA 4

6 3. Description of the Company 3.1. Key Information The Company s legal and commercial name is Spectrum ASA. The Company is a Norwegian public limited liability Company organised under the laws of Norway in accordance with the Norwegian Public Limited Companies Act. The Company s registered organisation number is The Company s registered office is: Spectrum ASA Sjølyst Plass Oslo Norway Telephone: Facsimile: History and development The Group initially dates back to The current holding company, Spectrum ASA, was incorporated on 25 March 2008 as a wholly owned subsidiary of Global Tender Barges ("GTB"). On 16 April 2008, the board of directors of GTB and Spectrum agreed to transfer the major part of GTB s seismic business (the Seismic Business ) to Spectrum pursuant to an arm s length transaction against a cash consideration of NOK 275 million (the Separation ). The transaction agreement was entered into on 2 May 2008, and Spectrum was subsequently listed on Oslo Axess on 1 July On 12 November 2009 Spectrum incorporated a 100% subsidiary in Singapore. On 16 March 2010 the Company announced that it had entered into an agreement with the management and shareholders of Australian Seismic Brokers Pty Limited ("ASB") to purchase 100% of the issued share capital of the company. ASB was established in 1988 and is Australia's leading supplier of Multi Client 2D (MC 2D) seismic surveys to the oil, gas and mining industry. The company was based in Perth, Western Australia and had a Multi-Client library comprised of over 150,000 km of 2D PSTM reprocessed data from Australia and the Asia Pacific region. In addition, ASB had one of the region's largest and most extensive well log data libraries and an analogue library. On 18 May 2011, the Company signed a framework agreement with SeaBird for the acquisition of 2D seismic data worth USD 23 million over the next 36 months. Under the Assignment and Assumption Agreement the bareboat charter of the Vessel was assigned to Seabird until August 2012 on the same terms formerly enjoyed by Spectrum. The effective date of these agreements was 20 May On 28 July 2011 Spectrum and CGGV entered into an asset purchase agreement, whereby Spectrum agreed to acquire the entire marine MC2D seismic data library of the CGGV group, except the Kazakhstan region. The agreement with CGGV marked a step change for Spectrum in terms of revenues and profitability. 5

7 3.3. Business overview Spectrum is a major provider of seismic data and seismic imaging services to the global oil and gas industry. The Group is established as a pure play Multi-Client marine seismic services company. The Group provides innovative Multi-Client Services and high quality Seismic Imaging from offices in Norway, the UK, USA, Singapore and Australia. The Group also includes substantial regional processing centres in Cairo, Beijing and Jakarta. The head office is located in Oslo, Norway. The Group s multi-client library consists of more than 1,150,000 kilometres of 2D seismic data covering all the major oil and gas producing regions of the world. In addition, the library contains over 1,000,000 kilometres of paper and vectorised data as well as 31,250 square kilometres of 3D data. The Group constantly strives to increase the offerings to its customers both by increasing the seismic imaging capabilities of its geoprocessors and enhancing its data library. The library is key to the company and is continually being enhanced through reprocessing of old data using new techniques and acquisition of data from new areas of interest identified by its dedicated geological team The Group s customers for data processing and multi-client data are mainly larger and medium-sized oil and gas companies worldwide. The major drivers of demand for geophysical services are the increased global demand for oil and gas combined with the depletion of world oil and gas reserves Corporate structure The table below provides an overview of Spectrum's subsidiaries. In addition to the shares in Spectrum UK, Spectrum ASB, Spectrum Pte and Geo Bridge Pte, Spectrum ASA owns the following libraries: Big Wave Phase 1, Big Wave Phase 1 (repro), Big Wave Phase II, Big Wave Phase IV, Big Wave Phase V. Spectrum ASA also owns the library purchased from CGGV, 50% of the survey Big Wave Phase 51 and 50% of a survey in East Timor. Other parts of the multi-client library reside in Spectrum Geo Limited, Spectrum ASB Pty Ltd and Spectrum Geo Inc (see below). Spectrum ASA also includes some corporate functions such as group management and finance. Subsidiary Spectrum Geo Ltd Spectrum ASB Pty Ltd Spectrum Geo Pte Ltd Spectrum ownership Spectrum voting rights Registered office 100% 100% Spectrum House 56 Goldsworth Road Woking GU21 6LE UK 100% 100% Unit Abernethy Rd Belmont 6104 Western Australia Australia 100% 100% Level 28 Gateway East 152 Beach Road Singapore Segment Data processing and multi-client surveys Multi-client surveys Multi-client surveys 6

8 Spectrum Geo do Brasil Servicos Geofisicos Ltda Spectrum Geo Inc Spectrum BJ International Oil Technology Inc Spectrum- Geopex Egypt Ltd Geo Bridge Pte Ltd 100% 100% Av.Rio Branco 181, Sala 1802 Parte Centro Rio de Janeiro Brasil CEP % 100% Park Ten Place Suite 300 Houston, Texas % 100% Room C-1505 Jinyu International Building No 48 Yard WangJing West Road Chao Yang District Beijing , China 50% 50% Spectrum-Geopex Building Nasar City Public Free Zone Block 1-A Cairo, Egypt 50% 50% Level 28 Gateway East 152 Beach Road Singapore Multi-client surveys Data processing and multi-client surveys Data processing Data processing Multi-client surveys 3.5. Board of Directors, management and employees Board of Directors The Board of Spectrum consists of the following persons: Glen Ole Rødland, Chairman Øystein Stray Spetalen, Board member Gunnar Hvammen, Board member Ingrid Elvira Leisner, Board member Linda Rudolfsen Myklebust, Board member Jofrid Klokkerhaug, Board member Luc Schlumberger, Board member Management The management of Spectrum consists of the following persons: Rune Eng, CEO Henning Olset, CFO Jan Schoolmeester, COO Arne Helland, EVP Strategy Employees As of 31 March 2012, the Group had 165 employees. 7

9 3.6. Research and development, patents and licenses The Group does not have any research and development activities. The Group does not hold any patents or significant licenses Auditor Since the Company s incorporation in 2008 and up to the date of this Summary Document, Ernst & Young AS has been the Company s auditor. Ernst & Young AS is a member of The Norwegian Institute of Public Accountants. The registration number in the Norwegian Register of Business Enterprises is The auditor s address is Christian Fredriks plass 6, 0154 Oslo, Norway Advisors The Company s financial advisor in connection with the Listing Transfer has been Swedbank First Securities and the legal advisor has been Advokatfirmaet Schjødt AS Costs The total costs incurred by the Company in connection with the Listing Transfer are expected to amount to approximately USD 135, Shareholders The Company s 20 largest shareholders registered in the VPS as of 18 June 2012 are displayed below: Shareholder Type Country Shares Percent 1 CGG VERITAS Company France % 2 FERNCLIFF DAI 1 AS Company Norway % 3 GROSS MANAGEMENT AS Company Norway % 4 SPENCER TRADING INC. Company Liberia % 5 SOLAN CAPITAL AS Company Norway % 6 SPENCER ENERGY AS Company Norway % 7 FOLKETRYGDFONDET Company Norway % 8 TVETERAAS EIENDOMSSELSKAP A/S Company Norway % 9 SKAGEN VEKST Company Norway % 10 MP PENSJON PK Company Norway % 11 CAMACA AS Company Norway % 12 SÆTER HAAKON MORTEN Private investor Norway % 13 STATE STREET BANK AND TRUST CO. Nominee United States % 14 TOLUMA NORDEN AS Company Norway % 15 MIDDELBOE AS Company Norway % 16 STOREBRAND OPTIMA NORGE A Company Norway % 17 ROME AS Company Norway % 18 FLISA EIENDOMSINVEST AS Company Norway % 19 WACI INVEST AS Company Norway % 20 HUSTADLITT A/S Company Norway % Total, top % Others % Total % 8

10 4. Financial information 4.1. Key financial information A summary of the financial statements prepared in accordance with IFRS for the Group for the years 31 December 2011, 2010 and 2009 and for the three months ended 31 March 2012 and 2011 is presented below. Consolidated accounts, annual reports and auditor s reports, including audited historical financial information in respect of the financial years ended 2011, 2010 and 2009, and unaudited consolidated information for the three months ended 31 March 2012 and 2011 are incorporated by reference into this Summary Document, see Section 8. Summary of income statement (USD 1000) Jan. Mar. Jan. Mar. Full year Full year Full year Total operating revenue 36,935 4,639 81,245 26,976 43,390 Revenue share (12,158) (1,095) (30,287) (7,105) Net operating revenue 24,777 3,544 50,958 (19,871) Operating expenses (7,990) (3,397) (17,012) (8,249) (31,688) EBITDA 16, ,946 11,622 11,702 D&A (11,553) (1,130) (19,244) (8,599) (23,319) EBIT 5,233 (983) 14,702 3,023 (11,617) Net financial items (5,288) (273) (454) (52) 12,132 Pre-tax profit (55) (1,256) 14,248 2, Tax (899) (13) 143 (1,419) 3,603 Net profit, continuing operations (954) (1,269) 14,391 1,552 4,118 Discontinued operations - (1,344) (1,402) (13,853) - Net profit (954) (2,613) 12,989 (12,301) 4,118 Summary of cash flow (USD 1000) Jan. Mar Jan. Mar Full year 2011 Full year 2010 Full year 2009 Net cash flow from operating activities 26, ,337 19,789 11,673 Net cash flow from investing activities (16,943) (1,838) (35,598) (18,808) (13,285) Net cash flow from financing activities ,765 17,765 16, Net change in cash and cash equivalents 10,129 (871) (1,496) 17,386 (1,357) Cash from discontinued operations (53) (2,385) (3,547) (12,543) - Net foreign exchange difference 656 (153) (210) 107 2,581 Cash and cash equivalents, start of period 5,953 10,787 10,787 5,837 4,613 Cash and cash equivalents, end of period 16,686 7,378 5,953 10,787 5,837 9

11 Note: On 18th May 2011 Spectrum ASA entered into an agreement with SeaBird Exploration FZ LLC under which the bareboat charter for the MV GGS Atlantic was assigned to SeaBird until August 2012 on the same terms applicable between Spectrum ASA and the vessel owners. The MV GGS Atlantic operations are reported as discontinued operations for 2011 and For 2009, the MV GGS Atlantic operations are included in operating figures. For further details see the Group s Annual Report 2011 incorporated by reference into this Summary Document, see Section 8. Summary of balance sheet (USD 1000) 31 Mar. 31 Mar. 31 Dec. 31 Dec. 31 Dec Goodwill 11,098 11,330 11,306 11,330 9,364 Investment in Joint Ventures 1,668 1,641 1,668 1,559 1,379 Software 2, ,841 1, Multi-client library 62,020 20,470 56,574 19,791 11,173 Fixtures, fittings and equipment 1,834 3,574 1,832 2,153 2,108 Other non-current assets ,336 Total non-current assets 79,365 37,564 74,221 36,462 26,214 Inventory Work in Progress 6,464 4,541 1,500 3,281 2,924 Accounts receivables 26,407 10,184 36,265 10,455 7,868 Other receivables 5,152 3,873 3,786 4,115 1,178 Cash and cash equivalents 16,686 7,378 5,953 10,787 5,837 Total current assets 55,023 26,093 47,818 28,749 17,969 Total assets 134,388 63, ,039 65,211 44,183 Share capital 6,556 4,597 6,556 4,597 3,312 Share premium reserve 60,389 30,989 60,389 35,107 28,073 Other capital reserves 3,780-1, Retained earnings 12,041 1,505 12,988-4,118 Foreign translation reserve (1,886) (1,955) (1,886) (1,923) (1,728) Total equity 80,880 35,136 79,499 37,781 33,775 Deferred tax liability Long term interest bearing debt 7,378-6, Other liabilities 9,251 5,577 6,729 5, Total long term liabilities 16,803 6,126 13,666 5,844 1,787 Short term interest bearing debt 1, , Payable tax Accounts payable 6,111 6,471 3,860 3,816 2,142 Other liabilities 28,776 14,879 23,782 17,197 5,468 Total current liabilities 36,705 22,395 28,874 21,586 8,621 Total shareholders equity and liabilities 134,388 63, ,039 65,211 44,183 10

12 4.2. Significant changes and trends after 31 March 2012 After 31 March 2012, shareholders equity has increased by USD 3,609k following: Exercised employee share options Conversion of USD 2,381k of the convertible loan A limited equity issue of 115,280 new shares at an issue price of NOK 21 per share. For further information, please refer to the stock exchange notification issued on 22 June The new number of shares outstanding is 39,120,653. The outstanding nominal value of the convertible loan issued on 15 September 2011 has been reduced by NOK 41.1 million following conversion of the convertible loan. The remaining nominal balance on the convertible loan is NOK 35.9 million as per 20 th of June. The demand for seismic data and services is mainly driven by global E&P Spending. Global E&P Spending has increased every year since 2009, and is expected to increase further in This is expected to support continued solid demand for the Group s services Capitalisation and indebtedness The following tables display the capitalisation and indebtedness of the Group as of 31 March Capitalisation as of 31 March 2012 Unaudited MUSD Total Current Debt A 36.7 Guaranteed - Secured - Unguaranteed/unsecured 36.7 Total Non-Current Debt (excluding current portion of long-term debt) B 16.8 Guaranteed - Secured - Unguaranteed/unsecured 16.8 Shareholders Equity C 80.9 Share capital 6.6 Legal reserve - Other reserves 74.3 Total capitalisation (A+B+C)

13 Indebtedness as of 31 March 2012 Unaudited MUSD Cash A 16.7 Cash equivalent restricted cash short term B - Trading securities C - Liquidity (A+B+C) D 16.7 Current financial receivable E - Current bank debt F - Current portion of non-current debt G - Other current financial debt H 1.6 Current financial debt (F+G+H) I 1.6 Net Current Financial Indebtedness (I-E-D) J (15.1) Non-current bank loan K - Bond Issued L 14.4 Other non-current loans M 2.2 Non-Current Financial Indebtedness (K+L+M) N 16.6 Net Financial Indebtedness (J+N) (Net Cash) O

14 4.4 Related Party Transactions During the period covered by the historical financial information included in this Prospectus, the Group has entered into the following related party transactions. The Company is of the opinion that all of the below mentioned transactions were made on arms length basis and at market rates and terms and 2012 YTD Seismic data processing services The Company purchases from CGGVeritas some data storage and data handling services in connection with sales of data being part of the marine 2D library acquired from CGGVeritas in These services are regulated in an agreement and are at market rates. Transaction Services Agreement On 30 June 2011 the Company entered into the Transaction Services Agreement with Gross Management AS, for services related to the acquisition of the seismic library from CGGVeritas. Office rent agreement In May 2012 the Company entered into an office lease agreement with a company owned by board member Øystein Stray Spetalen. The lease agreement is at market rates Settlement agreement with Kjell Finstad On 25 January 2010 GTB and Spectrum entered into a Settlement Agreement with Kjell Finstad, according to which the parties agree that As full and final of any and all existing and future claims which Finstad has or might otherwise have against GTB or Spectrum (or any of their respective affiliates pursuant to or in connection with the Consultancy Agreement, GTB shall pay to Finstad the amount of USD 3,500,000 (US Dollars Three Point Five Million) (the Settlement Amount ) Loan Redemption Agreement with GTB On 5 June 2009 Spectrum entered into the Loan Redemption Agreement with GTB regarding the redemption of the loan from Spectrum with nominal value of NOK 150,000,000. This agreement was approved by the AGM on 26 June Indemnification Agreement with GTB On 5 June 2009 Spectrum entered into the Indemnification Agreement with GTB where GTB indemnifies Spectrum for all obligations which Spectrum is subject to under the Arbitration Award in the arbitration proceedings between Kjell Finstad on the one hand and GTB and Spectrum on the other. 13

15 5. Share capital and articles of association 5.1. Share capital The Company s current share capital is NOK 39,120,653 divided on 39,120,653 Shares, each with a par value of NOK Articles of association ARTICLES OF ASSOCIATION FOR SPECTRUM ASA (as of 22 June 2012) 1 Name The name of the company is Spectrum ASA. The company is a public limited company. 2 Registered address The registered address of the company shall be located in the municipality of Oslo. 3 Purpose The company shall be engaged in the business of offering services related to the acquisition, processing and marketing of geophysical, aeromagnetic and gravity data, and other services related to such business, including the participation in other companies engaged in similar and related business. 4 Share capital The company's share capital is NOK 39,120,653 divided into 39,120,653 shares, each with a par value of NOK 1. The company's shares shall be registered in the Norwegian securities depository (VPS). 5 The Board of Directors The Board of Directors shall comprise no less than three and no more than seven members. 6 Authority to sign on behalf of the company The Chairperson of the Board of Directors alone, the company's CEO alone, or two board members acting jointly, shall be authorised to sign on behalf of the company. 7 Nomination Committee 14

16 The company shall have a nomination committee consisting of between one and three members. The members shall be elected for a period of two years. 8 Documents on the Company s web page Documents to be presented for discussion on the General Meeting can be made available on the company s web page. The same applies for documents which according to law shall be enclosed to the notice of the General Meeting. Provided that the documents are made available for the shareholders as mentioned, this will compensate for the legal requirements of physical distribution to the shareholders. However, a shareholder may require that such documents to be discussed on the General Meeting shall be distributed to such shareholder anyway. 9 General Meeting The annual general meeting shall deliberate and resolve whether to approve the following Matters: 1. Approval of the annual accounts and the annual report, hereunder the distribution of dividends, 2. Election of board members and auditor (if up for election), and 3. Other matters assigned to the Shareholders' Meeting by statute or the Articles of Association. 15

17 6. The Transfer of Listing On 23 April 2012, Spectrum applied for a listing of its Shares on Oslo Børs, and a simultaneous delisting from Oslo Axess (a transfer of listing). The Board of Directors of Oslo Børs ASA approved the application on 23 May The Shares will commence trading on Oslo Børs on 2 July 2012 under the current ticker SPU. The background for the Listing Transfer is to enable better liquidity in and increased interest for the Company s Shares. 7. Summary of risk factors Below is a summary of significant known risk factors related to the Company and the industry in which it operates. Risk factors related to the Company and the industry in which it operates: Market risk Economic, political and legal risk Risks related to the sale of seismic data Operational risk and harm to personnel and property Technological risks Trade secrets and intellectual property risks Contractual risks Risks related to jointly controlled entities Risk related to the competitive situation Risks related to uninsured losses Risk related to environmental, health and safety issues Dependence on key personnel Financial Risks: Liquidity risks Financing risks Financial reporting and internal control risks Currency risks Risk for interest rate increases Risks associated with taxation 16

18 8. Additional information 8.1. Documents on display For the life of this Summary Document the following documents are available for inspection at the Company s offices and at the Company s website The latest prospectus issued by the Company (14 September 2011) Spectrum s audited financial statements for 2011, 2010 and 2009 Spectrum s unaudited condensed consolidated financial statements for the three months ended 31 March 2012 The following documents are available for inspection at the Company s offices: Memorandum of incorporation and articles of association of Spectrum ASA Historical financial information for the last two years for the Company s subsidiaries The most recent prospectus issued by the Company is available at the Company s offices at Sjølyst Plass 2, 0278 Oslo and at the Company s website The Company publishes financial information in accordance with Oslo Børs continuing obligations of stock exchange listed companies on and through Oslo Børs information system under ticker SPU (see This Summary Document has been made publicly available at the Company s offices, at the Company s website and at the Manager s website Incorporation by reference Section in the Summary Document Disclosure requirement Reference document and link Page in reference document Section 4 Financial information, consolidated statement and other financial information for cial-reports Section 4 Financial information, consolidated statement and other financial information for cial-reports Section 4 Financial information, consolidated statement and other financial information for cial-reports Section 4 Financial information, consolidated statement and other financial information for the three months ended 31 March cial-reports

19 9. Definitions and glossary of terms Board CEO CFO COO Company E&P Spending Group Listing Transfer / Transfer of Listing Manager NOK Oslo Børs Shares Spectrum Summary Document USD The Board of Directors of Spectrum Chief Executive Officer Chief Financial Officer Chief Operating Officer Spectrum ASA Oil company spending on Exploration & Production of oil and gas The Company and its subsidiaries The transfer of listing of the Shares from Oslo Axess to Oslo Børs, pursuant to an application filed by Spectrum on 23 April 2012 Swedbank First Securities Norwegian kroner Oslo Stock Exchange The shares of the Company The Company, or the Group, as applicable This summary document dated 28 June 2012, prepared in connection with the transfer of listing of the Shares from Oslo Axess to Oslo Børs US Dollars, the legal currency of the United Stated of America 18