Please note that this is not an offering document/prospectus BERGEN GROUP ASA IPO

Transcription

1 Please note that this is not an offering document/prospectus BERGEN GROUP ASA IPO Public Offering of NOK million Investor Presentation 12 June, 2008 Managed by THIS DOCUMENT MAY NOT BE DISTRIBUTED IN, OR TO ANY PERSON RESIDENT IN THE U.S., CANADA, AUSTRALIA OR JAPAN OR TO ANY AMERICAN CITIZEN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LEGISLATION 1

2 DISCLAIMER This Presentation has been produced by Bergen Group ASA (the Company or Bergen Group ) with assistance from Pareto Securities AS, solely for use at the presentation to investors held in connection with the proposed offering of new shares ( New Shares ) by the Company in connection with the listing on Oslo Børs ASA ( Oslo Børs ) and may not be reproduced or redistributed, in whole or in part, to any other person. In connection with the offering of New shares, the Company has prepared a prospectus dated 11 June Please note that this Presentation is not a part of the subscription material in connection with the offering of the New Shares. The distribution of this Presentation may in certain jurisdictions be restricted by law. Persons in possession of this Presentation are required to inform themselves about and to observe any such restrictions. This Presentation does not constitute an offer of, or an invitation to subscribe or purchase, any of the New Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of shares to occur outside of Norway. The Shares (including the New Shares) have not been and will not be registered under the U.S. Securities Act of 1933 as amended, or with any securities authority of any state of the United States, and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. To the best of the knowledge of the Company and its board of directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import. However, no representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of Pareto Securities AS or any of its parent or subsidiary undertakings or any such person s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this Presentation. This Presentation contains information obtained from third parties. Such information has been accurately reproduced and, as far as the Company is aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading. This document contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words believes, expects, predicts, intends, projects, plans, estimates, aims, foresees, anticipates, targets, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or Pareto Securities AS or any of their parent or subsidiary undertakings or any such person s officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results. AN INVESTMENT IN THE COMPANY INVOLVES RISK, AND SEVERAL FACTORS COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS THAT MAY BE EXPRESSED OR IMPLIED BY STATEMENTS AND INFORMATION IN THIS PRESENTATION, INCLUDING, AMONG OTHERS, RISKS OR UNCERTAINTIES ASSOCIATED WITH THE COMPANY S BUSINESS, SEGMENTS, DEVELOPMENT, GROWTH MANAGEMENT, FINANCING, MARKET ACCEPTANCE AND RELATIONS WITH CUSTOMERS, AND, MORE GENERALLY, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN DOMESTIC AND FOREIGN LAWS AND REGULATIONS, TAXES, CHANGES IN COMPETITION AND PRICING ENVIRONMENTS, FLUCTUATIONS IN CURRENCY EXCHANGE RATES AND INTEREST RATES AND OTHER FACTORS. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALISE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED IN THIS PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or Pareto Securities AS or any of their parent or subsidiary undertakings or any such person s officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. By attending or receiving this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company s business. This Presentation speaks as of 12 June Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. 2

3 RISK FACTORS SUMMARY OF RISK FACTORS A number of risk factors may adversely affect the Group. Below is a summary of the most relevant risk factors. Please refer to Section 2 of the Prospectus dated 11 June 2008, for a more detailed list of risks related to Bergen Group. Please note that the risks below are not the only risks that may affect the Group s business or the value of the Shares. Additional risks not presently known to the Board or considered immaterial may also impair its business operations and prospects. Integration risk Due to numerous and ongoing acquisitions during the last year, Bergen Group faces substantial challenges in managing and consolidating the Group. Should these challenges not be met in a timely and satisfactory manner, the negative consequences of possible delays, problems with subcontractors or other problems may be increased. Market risk Market risk include the risk for macro economic and geopolitical factors associated with oil and gas supply, national and international environmental, health and safety laws, regulations and guidelines, including, notably, laws relating to (i) spills, releases, emissions and discharges of hazardous substances or other waste materials into the environment, requiring removal or remediation of pollutants or contaminants and imposing civil and criminal penalties for violations, (ii) certification and licenses requirements and (iii) health and safety regarding the vessels operations or otherwise relating to the protection of human health and the environment in addition to increased competition. Operational risk Operational risk include limited operating history, reliance on management and qualified personnel, risks of cost overruns or delays in delivery on fixed price contracts, risk for late delivery of vessels and liability for defects and risk for labor disruption such as a strike or lockout. Financial risk Financial risk include interest rate risk, risk for currency fluctuations, credit risk and borrowing and leverage in general. Risk factors relating to the shares The trading price of the Shares could fluctuate significantly in response to variations in general business climate, operating results, specific business developments, interest rate fluctuations, perceived prospects for the business and operations and the offshore support services industry, changes in financial estimates by securities analysts, or changes to the regulatory environment in which the Group operates. Any negative publicity or announcement relating to any of the Group s substantial shareholders or key personnel may adversely affect the stock performance of the Group, whether or not this is justifiable. Other risks The Company is a public limited liability company established under the laws of Norway. The directors of the Company and executives reside mainly in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, or to enforce judgments on such persons or the Company in other jurisdictions. 3

4 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 4

5 BERGEN GROUP HIGHLIGHTS Bergen Group is a maritime industrial group with main focus on the offshore industry and specialized vessels with a history that dates back to 1896 The Group has transferred itself from a traditional ship service yard to an industrial group with high level of engineering and long term contracts with oil service companies and sophisticated ship owners With its strategic locations, the Company is well positioned to take advantage of a strong offshore market at the Norwegian Continental Shelf as well as the the Barents Sea Bergen Yards has recently acquired several companies, and is in the process of acquiring Fosen Yards, completing the coverage of the Norwegian coast line Order backlog of approximately NOK 5 billion secured in a strong market, and still capacity to grow further Fosen Yards has a strong order backlog purely consisting of offshore vessels Approved for listing on Oslo Børs ASA expected listing day 30 June 2008 if conditions for listing are fulfilled 5

6 LISTING ON OSLO BØRS ASA The board of directors of Oslo Børs approved the listing of Bergen Group s shares on Oslo Børs ASA in its meetings held on 23 April and 29 May 2008 conditional upon: the Company obtaining a satisfactory number of round lot holders for Oslo Børs the Company is listed before 30 June 2008 the Company issues a Listing Prospectus The first day of trading (listing day) is expected to be on 30 June 2008 with the Company ticker: BERGEN 6

7 THE TRANSACTION AND USE OF PROCEEDS Public Offering of up to 3.7 million shares offered at NOK 31 per share ~ 92% in institutional tranche ~ 8% in retail tranche Employee tranche of 300,000 shares at NOK 28 per share Total gross proceeds of NOKm Market cap pre-issue NOK bn Subscription period is from and including 12 June 2008 to (CET) on 19 June 2008 Public Offering conditioned upon the Company fulfilling the listing conditions The purpose of the Public Offering is to facilitate satisfactory liquidity in the Shares by increasing the free float and broadening the shareholder structure The proceeds from the Public Offering and the Employee Offering will be used to strengthen the Company s working capital in order to finance potential investments and acquisitions within the Company s industry Detailed information may be found in the Prospectus dated 11 June

8 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 8

9 BERGEN GROUP IN BRIEF Bergen Group is a technologically driven Norwegian industrial and engineering group Focusing on the oil services and specialized vessels Developed from a traditional ship yard to an industrial group with high level of engineering services Bergen Group has over 100 years of experience Approximately 1,650 employees Strong profitable order backlog of NOK 5 billion with capacity for further growth Approximately 80 % of total turnover is generated by the Offshore and Shipbuilding divisions. 9

10 BUSINESS AREAS SHIPBUILDING MARITIME SERVICE OFFSHORE TECHNOLOGY Shipbuilding Maintenance / Service Construction / Support Product / Technology Offshore vessels: ROV, OCV, DSV & PSV Seismic vessels: 2D, 3D, 4D & Sea Floor Seismic Research vessels: Geology, Oceanography Specialized maritime workboats Reconstructions Maintenance and overhaul of engines Authorized MTU repair yard with test cells Maintenance and overhaul of civil and military vessels Docking New build: - Offshore - Onshore Subsea Installation Maintenance Modification Offshore- and maritime cranes Metallurgical industry Special products to the Subsea market Installation of pipe systems Installation of electrical systems Engineering 10

11 BERGEN GROUP S STRUCTURE Bergen Group ASA Bergen Group Management AS Bergen Group Shipbuilding AS Bergen Group Maritime Services AS Bergen Group Offshore AS Bergen Group Technology AS Fosen Holding AS Bergen Group Kimek AS Bergen Group Rosenberg AS Bergen Group Dreggen AS Bergen Group Risnes AS Bergen Group Skjøndal AS Bergen Group Kimek Offshore AS Bergen Group Skarveland AS Bergen Group BMV AS Bergen Group Laksevåg AS Bergen Group Hanøytangen AS Bergen Group Intech AS Bergen Group Halsnøy AS Bergen Group BSM AS Bergen Group Vest Elektro AS Bergen Group SiJo AS Bergen Group Engineering Main subsidiary companies. - Bergen Group consists of 35 legal entities.

12 STRATEGIC LOCATION ALONG THE COASTLINE HAMMERFEST: Kimek HARSTAD: KP Nord KIRKENES: Kimek / Kimek Offshore Fosen Yards Kvithyll, Fosen: Fosen Mekaniske HANØYTANGEN: Hanøytangen Kvithyll, Fosen: Frengen Yard Malmo, Sweden: Landskronavarvet FITJAR: Vest Elektro BERGEN: BMV / Laksevåg / Skjøndal /BSM / Dreggen / Engineering / Sijo SAGVÅG: Risnes SUNDE: Intech / Skarveland HALSNØY: Halsnøy STAVANGER: Rosenberg Sites favorably located along the Norwegian coastline and continental shelf. Sourcing of low cost production and workforce. 12

13 SOLID ORDERBACKLOG Strong order backlog and general agreements provides for solid debt repayment capacity NOK 3.6 billion in newbuilding backlog Approximately NOK 1.4 billion in backlog for Maritime Service, Offshore and Technology 60 % of capacity in Bergen Group is reserved though 2009/2010 Contracts with longstanding customers like the Norwegian Navy (2 years + 2x1 year options) EBITDA from existing contracts well above interest payment obligations EBITDA from existing contracts (rammeavtaler)/ Net interest >3.5x In addition to the order backlog, Bergen Group has considerable revenue growth potential related to framework agreements Order backlog in NOK million Pr Shipbuilding 3,589 Services/aftersale 10 Offshore 809 Technology 588 Total order backlog 4,996 13

14 ORDERBOOK: SHIPBUILDING Number Yard Type of vessel Client Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 BN 161 BMV ROV/Offshore contruction vessel Ellen Forlands Rederi BN 162 BMV Seismic vessel Fugro BN 123 Halsnøy Geo-technical multipurpose vessel Fugro BN 163 BMV DSV/ROV/Offshore construction vessel GDV Offshore AS BN 164 BMV DSV/ROV/Offshore construction vessel GDV Offshore AS BN 165 BMV Seismic vessel Fugro BN 166 BMV ROV/Offshore contruction vessel Fugro BN 167 BMV DSV/ROV/Offshore construction vessel Solstad Offshore BNR 163 Risnes 14.45x6m fish farming vessel Grieg Seafoods ASA BNR 164 Risnes 12.45x6m fish farming vessel Lerøy Austevoll AS BNR 166 Risnes 12.45x6m fish farming vessel Codfarmers ASA BNR 167 Risnes 12.45x6m fish farming vessel Codfarmers ASA BNR 168 Risnes 14.95x6m fish farming vessel Lerøy Midnor AS BNR 169 Risnes 12.45x6m fish farming vessel Lerøy Austevoll AS BNR 170 Risnes 12.45x6m fish farming vessel Lerøy Austevoll AS BNR 171 Risnes 12.45x6m fish farming vessel Stian Ludvigsen BNR 172 Risnes 12.45x6m fish farming vessel Marine Harvest Norway AS BNR 173 Risnes 12.45x6m fish farming vessel Marine Harvest Norway AS BNR 174 Risnes 12.45x6m fish farming vessel Fjord Seafood Norway AS BNR 175 Risnes Bolstad Fjordbruk AS 14

15 SHIPBUILDING Vast experience and technical expertise. Special purpose vessels" such as: Seismic Vessels GEO Celtic, the world s largest and most advanced seismic vessel. Has had strong utilization Offshore Vessels (ROV) Research Vessels Specialized Workboats Focus on innovation to remain the leading shipbuilding company. The hull is built by efficient joint venture partners. The ships are then equipped and outfitted in Norway. 15

16 MARITIME SERVICE Broad experience from a wide spectrum of vessels. Long term contracts with the navy and other large ship owners. High demand for services and support to Norwegian Navy following their takeover of warranty services from Navantia Strong visibility in cash flow and work flow. Bergen Group s specialization and competence in this business area creates synergies for the group as a whole. Optimal facilities for projects of various sizes and complexities. Broad range of specialized equipment needed to perform ship repair, shaft machining, conversions, extensions and engine overhauls. 16

17 OFFSHORE Bergen Group operates within a wide spectrum of projects, and the orders vary in size and complexity, from fabrication to complete EPCIC contracts. The offshore locations are strategically positioned to serve its core markets, the Norwegian Continental Shelf and The Barents Sea The units in Stavanger, Bergen and Kirkenes have unique resources and capabilities: Highly skilled and experienced personnel Docks, quays and other facilities with capacity to handle the largest offshore oil installations The client base include blue chip companies like StatoilHydro, ConocoPhillips, British Petroleum and Aibel 17

18 SELECTED RECENT AND ONGOING OFFSHORE PROJECTS Troll Compression Upgrade 2007/2008, EPCI contract for StatoilHydro,Bergen Group Rosenberg EKOC 2008, EPCIC contract for ConocoPhillips, Bergen Group Rosenberg LNG-plant, Snøhvit 2008, Contract for StatoilHydro, Bergen Group Kimek Offshore Bjørkvika Tunnels 2005/2008, Contract for Statens Vegvesen, Bergen Group Hanøytangen 18

19 TECHNOLOGY Focused on evolving competence and developing innovations. Our products are recognized for quality and innovation. Strong focus on developing our own portfolio of Subsea products. We have established our own engineering company, Bergen Group Engineering, to meet the increasing engineering demand in the industry. 19

20 BERGEN GROUP MANAGEMENT The Company s management has extensive industrial and commercial experience Roger Simmenes CEO Asbjørn Grini KHMS Terje Iversen CFO Nina Stangeland Market Rune Aarnøy HR Inge Tangerås Shipbuilding Inge Tangerås Maritime Service Kjetil Forland Offshore Sebjørn Madsen Technology See appendix for management and board member profiles 20

21 SHARE CAPITAL AND SHAREHOLDERS Total of 42,079,471 shares outstanding at par value NOK 1.00 per share All shares registered in the VPS with ISIN: NO The Company has approx 300 shareholders and a free float of about 50% If listing conditions are fulfilled, the Company will be listed on Oslo Børs on 30 June 2008 with tickercode BERGEN Name of shareholder Number of shares Percentage (%) 1 Stangeland Investments AS 15,487, Flyfisk AS 5,126, Morgan Stanley & Co. S/A MSIL IPB Client 3,010, Odin Offshore 1,700, Bank of New York, BR S/A Equity Tri-Party 1,526, Eikestø AS 1,110, Ros Holding AS 1,110, Furuneset Invest A/S 1,110, Verdipapirfondet KLP 1,000, May Invest A/S 989, Sør-Varanger Invest 846, Nordea Bank PLC Finl. Clients Acc. 796, Kanabus AS 710, Citibank N.A. A/C National Financial 649, DnB NOR Navigator Vpf. 500, JP Morgan Chase Bank Clients treaty account 500, Bank Julius Baer & Co. 488, Bear Stearns Securities A/C Clearing account 422, DnB NOR SMB Vpf. 363, IKM Invest AS 334, Total 20 largest 37,783, Others 4,296, Total 42,079,

22 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 22

23 FOSEN TO FORM PART OF BERGEN GROUP SHIPBUILDING BUSINESS SEGMENT High competence in building of advanced offshore and Ro-Pax vessels Highly competent engineering and design staff Confirmed order backlog of NOK 1.8 bn Strategically positioned yards at the West coast of Norway, North of Trondheim Hull yard at Landskrona represents an opportunity to become a strategically positioned offshore service yard Frengen yard represents great flexibility and growth potential for the Group 23

24 REPUTED YARD WITH STRONG CAPACITIES Fosen Yards is a medium sized ship yard with a strong reputation, specializing in building Offshore Vessels and Ro-Pax Vessels. Fosen has it s own Ro-Pax vessel design Fosen can also offer other types of vessels Since 1962, the yard has produced 74 new buildings of different types. In recent years the yard has focused on the offshore and Ro-Pax segment Current order book consists of offshore vessels only The yard offers both engineering capabilities and production capabilities through its two yards located in Rissa (Fosen), Trondheim, and in Landskrona, Sweden Bibby Topaz, MPOV owned by Volstad. Dimensions 106 x 22 meters DWT. Delivered Nov The company currently employs about 450 people (240 employees) in Trondheim, of which 400 are working in production and 50 in indoor engineering and administration The company currently employees about 200 people (60 employees) in Landskrona, of which 185 are working in production and 15 in engineering and administration See appendix for Management profiles and Yard descriptions BN 74 (Stena Seabridger Class) Stena Traveller and Stena Trader delivered 2006/

25 EXPERIENCED PRODUCER OF RO-PAX Short Sea Ro-Ro builders since 2003, incl. ships on order Total Lanemeter ( 000) JJ Sietas Imabaria Dalian Fosen Navantia Mitsubishi Baltiysky Aker Finnyards Ast Huelva Jinling Shipyard Szczecinska Flensburger Fosen Yards was among the top ten largest producer of Short Sea Ro-Ro vessels in the period The yard has produced two Ro-Pax vessels in the period, each being 212 meters long and with 3,100 lanemeters In the preceding 5 yr period, Fosen delivered a total of 11,400 lanemeters Flensburg is by far the most experienced short sea builder during the last five years with close to 90,000 lanemeters produced Source: ShipPax Market:07 25

26 HIGH COMPETENCE IN ENGINEERING AND CONSTRUCTION OF OFFSHORE VESSELS Over the past years, Fosen Yards has been focusing its resources on construction of advanced offshore vessels Based on the Company s strong and well reputed engineering team (the team behind the Fosen Optima design), the Group is able undertake an important part of the detail engineering related to offshore vessels This ability can reduce project risk and improve margins and construction speed The engineering division consist of 35 highly qualified employees able to deliver advanced 3D engineering and modeling The division has been headed by Per Edvin Tande since 1996 Fosen will participate in a R&D project together with Taubåtkompaniet, Vik-Sandvik, Offshore Simulation Centre(OSC), CDF Norway and Marintek. The purpose of the project is to develop a high speed, large offshore construction Ship. the new platform shall be able to operate a crane with ton capacity. The project will last for 2 years. The division consist of five subdivisions: Interior Division Machinery Division Steel Division Project Division Drawing Archive 26

27 VESSELS UNDER CONSTRUCTION AND ORDER BACKLOG Vessel Description Contract Details Newbuilding 76 (Volstad) ST-256-L is a purpose built DP2/High specification Diving supply vessel (DSV). Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built at Landskronavarvet in and outfitted at the yard in Rissa, Norway. Specification overview: Length: 106.6m, Beam: 22m Newbuilding 77 (Volstad) ST-256-L is a purpose built Seismic research vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built at Landskronavarvet in and outfitted at the yard in Rissa, Norway Specification overview: Length: 106.6m, Beam: 22m Size: NOK 451 Delivered Size: NOK 517 Delivery: July 08 Newbuilding 78 (Volstad) ST-256-L is a purpose built Multipurpose / ROV trencher vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built at Landskronavarvet in and outfitted at the yard in Rissa, Norway Specification overview: Length: 106.6m, Beam: 22m Newbuilding 79 (BOA) MT-6007 is a purpose built Seabed Logging vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built in Poland and outfitted at the yard in Rissa, Norway Specification overview: Length: 80.35m, Beam: 16.4m Size: NOK 512 Delivered Size: NOK 298 Delivery: Sep 08 27

28 VESSELS UNDER CONSTRUCTION AND ORDER BACKLOG(cont d) Vessel Description Contract Details Newbuilding 80 (BOA) MT-6007 is a purpose built Seabed Logging vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built in China and outfitted at the yard in Rissa, Norway Specification overview: Length: 80.35m, Beam: 16.4m Size: NOK 322 Delivery: Feb 09 * Illustration picture only Newbuilding 81* (Volstad) ST-256-L is a purpose built ROV Trencher Multipurpose offshore vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built at Landskronavarvet in and outfitted at the yard in Rissa, Norway Specification overview: Length: 106.6m, Beam: 22m Newbuilding 82* (Volstad, subject to board approvals) ST-256-L will be either a ROV trencher vessel or Diving Support Vessel Specially designed for operating under severe weather conditions and with high manoeuvrability and station keeping capabilities. Hulls are built at Landskronavarvet in and outfitted at the yard in Rissa, Norway Specification overview: Length: 106.6m, Beam: 22m Size: NOK 670 Delivery: Apr 09 Size: NOK 720 Delivery: Oct 09 28

29 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 29

30 PIPELINE AND FPSO GROWTH DRIVING INCREASED NEED FOR ADVANVED OFFSHORE VESSELS 80% of all deepwater fields are developed using FPSOs Consequently, number of FPSO installations expected to almost double in period compared to Pipeline installation market also strongly growing Increased vessel capacity required to deliver on this growth Growth in pipeline installations INT. OFFSHORE PIPELINES BY REGION Growth in FPSOs FPSO projects vs E Meter FPSOs Infield estimate E Pareto estimate E Year installed Source: Infield Source: Infield, Pareto Securities 30

31 THE MARKET FOR SUBSEA VESSELS IS TIGHT, AS EXISTING FLEET IS OLD Vessels delivered before 1990 generally not suited for today s requirements Pre-1990 vessels account for 78 vessels, or 34% of the market Order book of 54 vessels (30% of existing fleet) more than balanced by old capacity World subsea fleet by year delivered 80 Average age of fleet (value-weighted) 20 Number of vessels Value-weighted average age Before Cecon Geo (incl. Dofcon) Acergy Subsea7 Source: Offshore Research AS Source: Infield, Pareto 31

32 STRONG ACTIVITY ON THE NCS GOING FORWARDS Approved and decided investments Historic investments and forecasted future investments (investments excl. exploration costs) (Source: Norwegian Petroleum Directorate / Ministry of Petroleum and Energy) The level of activity on the Norwegian continental shelf remains high. Bergen Yards to serve the industry with high quality services and products. 32

33 STRONG RO-PAX/RO-RO DEMAND FUELED BY INCREASED TRAILER TRAFFIC Increased highway tolls throughout Europe are making short sea traffic more price competitive New highways in Eastern Europe in East West direction with fairly low tolls are creating increased traffic across the Baltic Sea Volume changes 2006, European traffic: 6.50% Baltic 1.30% 0.0 % Trailer traffic is clearly the driving force behind the current strong demand Route development in the North Sea is very stable, whereas there is a tendency towards consolidation in the Baltic The Mediterranean is buoyant with several new routes and some ceased North Sea Mediterranean -1,1 % 2.30% 2.60% 6.30% 6.3 % 13.30% Over 60% of all new routes established during 2006 in the three regions were in the Mediterranean Passengers Cars Trailers Source: ShipPax Market:07 33

34 FLEET REDUCTION AND STRONG DEMAND CAUSING MARKET PRESSURE Low newbuilding activity: Severe capacity pressure on component suppliers, equipment manufacturers and subcontractors causing costly delivery delays Yards have to rely on spot market prices for steel as the steel mills are reluctant to go into long term contracts Several yards have had loss making experiences with Ro-Ro buildings and the news has been widely spread Most yards in China are not even willing to quote for new projects Interest in new Ro-Pax orders is perceived to be considerable and the owners need vessels much sooner than most shipyard deliveries permit Source: ShipPax Market: Ro-Ro scrapping and lay ups (# vessels) Scrap Laid Up High level of scrapping and lay ups combined with low newbuilding activity is causing pressure in the market Scrapping levels expected to rise over the next decade as the average Ro-Ro / Ro-Pax fleet is passing 20 years of age 34

35 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 35

36 P&L AND KEY FIGURES NOK 1,000 Operating revenues Other revenues Total operating revenues Cost of goods and change in inventories Salaries etc. Depreciations Other operating expenses Total operating expenses Operating result Financial income Financial expense Net financial items Profit before tax Tax Profit after tax As per 31 March 2008 Unudited 722, , , ,498 12,765 83, ,663 24,322 10,498-29,781-19,283 5,039-1,411 3, Full Year Audited 1,340,730 1,579 1,342, , ,976 75, ,638 1,308,074 34,235 30,345-39,832-9,487 24,748-6,621 31,369 Avg. number of outstanding shares Earnings per share (NOK) Diluted earnings per share (NOK) 40,010, ,307,

37 BALANCE SHEET Balance Tall i TNOK 1Q Intangible assets Real estate, buildings and equipment Investments in associated companies and joint ventures Total fixed assets Inventories Projects in work Accounts Receivables Cash and equivalents Total current assets Total assets Equity Share premium fund Own shares (95) (95) Resolved, not registered share capital increase Retainede equity Minority interests Total equity Long term provisions Long term debt Total long term liabilities Short term debt Total liabilities Total equity & liabilities

38 SEGMENT REPORTING (reporting period 1 July 31 Dec, 2007) NOK 1,000 Shipbuilding Maritime services Offshore Product & Technology Group eliminations and other Total Operating revenues 539, , , , ,544 1,342,309 EBITDA 3,098 18,705 96,420 17,076-25, ,065 Depreciation -2,402 15,512-4,596-2,647 69,963-75,830 EBIT ,217 91,824 14, ,931 34,235 Net financial items -2,974 4,228 1,707 1,017-13,465-9,487 Profit before tax -2,278 38,445 99,530 15, ,395 24,748 38

39 CONTENTS 1. Introduction 2. Bergen Group 3. Fosen Yards 4. Market Outlook 5. Key Financial figures 6. Appendix 39

40 MANAGEMENT Roger Simmenes (46), CEO. Simmenes has his background as operating manager in Odfjell Drilling and has through a period of 17 years held several positions in that company. Simmenes is educated petroleum/drilling engineer from Stavanger Tekniske Høyskole. Simmenes is a Norwegian citizen and resides in Rådal, Norway. Terje Iversen (38), CFO. Mr. Iversen holds a Master of Science in Business Administration from Bodø Graduate School of Business (HHB). He also has a degree as State Authorized Public Accountant from the Norwegian School of Management and Business Administration (NHH). He has previously worked in PricewaterhouseCoopers as an auditor and prior to joining the Company he worked as Vice President Finance of Odfjell Drilling since In addition, Mr. Iversen is the investor relations officer of the Company. Mr. Iversen is a Norwegian citizen with residence in Bergen, Norway. Sebjørn Madsen (52), Vice President Product & Technology. Madsen holds approximately 25 years experience from several companies within the Austevoll Seafood Group among others as finance manager, deputy manager in Kvernsmolt and finance manager of Sea Star International AS and Austevoll Fiskeindustri AS. Madsen is educated from Agder Distriktshøyskole. He is a Norwegian citizen and resides in Austevoll, Norway Rune Arnøy (42), HR Manager. Arnøy holds a long experience from quality and safety work from shipping companies. He has previously been director of personell, health, environment and safety in Bergen Group since Arnøy is educated within finance from the Norwegian School of Business Administration. He is a Norwegian citizen and resides in Bergen, Norway. Inge Tangerås (51), Vice President, shipbuilding and maritim service. Tangerås has a long experience from establishment and operation of businesses abroad and international marketing of capital intensive products and systems. He holds a managerial experience from industry, engineering and ship owning business (passenger transport) in addition to extensive consultancy experience within adapotion, effectivisation and strategy development within several businesses in different sectors. Tangerås holds a master of business administration from NHH. He is a Norwegian citizen and resides in Bergen, Norway. Kjetil Forland (40), Vice President, Offshore. Forland was employed in Bergen Group in May He is educated within drilling technologies and holds over 15 years of experience from the offshore business. Forland has been employed in Odfjell Drilling for 12 years, and has through the last 9 years had several leading positions in the company, whereof 6 years as rig manager and 2 years as director for operations in Bergen. Forland is a Norwegian citizen and resides in Bergen, Norway. Asbjørn Grini (43), QA Manager. Grini was employed in Bergen Group on 1 March His previous position was as QA manager in Vista Ship Management AS, a subsidiary of A/S J.L.Mowinckels Rederi. Grini is educated as an engineer from Bergen Ingeniørskole. He is a Norwegian citizen and resides in Bergen, Norway. 40

41 BOARD OF DIRECTORS Magnus Stangeland (66), Chairman. Stangeland has been a board member and CEO of DOF Industri AS/Bergen Yards since 1997 and was one of the founders of the DOF Group in Stangeland has in the period and been the mayor of Austevoll municipality in Norway. He was elected to the Norwegian Parliament in 1985 for the Centre Party and was also the deputy representative in the period Stangeland holds a number of board positions. Stangeland is a Norwegian citizen and resides in Austevoll, Norway. Geir Sigurd Amland (60), Board member. Amland is educated as an engineer from NTNU. He has been a board member in Bergen Group AS since Amland holds several board positions and is currently the CEO of Ability Petroleum Co. He was previously the senior vice president and platform manager of Statoil. Amland is a Norwegian citizen and resides in Bergen, Norway. Eli Sætersmoen (44), Board member. Sætersmoen is a self-employd consultant within the areas business development and strategy. She has extensive business - and strategy development experience from a wide range of industries as a board member, management and strategy consultant. She is today responsible for the financing and financial strategy for a major Norwegian real estate group. She is an experienced board member and audit committee member from listed and unlisted companies. She holds an MBA from The Amos Tuck School of Business Administration, Dartmouth College, USA in addition to a Master of Science in Petroleum engineering from NTNU in Trondheim, Norway. Sætersmoen is a Norwegian citizen and resides in Oslo, Norway. Rune Skarveland (35), Board member. Skarveland is the CEO of Skarveland AS until April 2008, a position he has held since He has been a board member of Bergen Yards since Skarveland is a Norwegian citizen and resides in Valen in Sunnhordaland, Norway. 41

42 BOARD (Con t.) Torunn Stangeland (29), Board member. Torunn Stangeland is the daughter of Magnus Stangeland. She is currently studying law at the University of Bergen. She is a Norwegian citizen and resides in Bergen, Norway. Monica Salthella (39), Board member. Salthella is the managing director of Formuesforvaltning Vest. She has held several leading positions within the banking- and fund management, among others as managing director of Sparebanken Vest and Skandia Fondsforvaltning. Salthella holds a master of business administration from the University of London, King s College. She is a Norwegian citizen and resides in Bergen, Norway. Geirulv Lode (45), Board member. Lode is educated as a civil engineer from NTNU and holds an MBA from Pacific Lutheran University from Washington State, USA. Lode was previously the chairman of Bergen Yards, a position he has held since He has previously worked as an investment consultant in Frank Russel Company i USA, research analyst in Chancellor Lgt., USA in addition to portfolio manager at Putman Investments USA. Lode is currently a director at Hermes, UK. He is a Norwegian citizen and resides in Boston, USA. Oddvar Stangeland (63), Personal Deputy board member for each of Magnus Stangeland,Torunn Stangeland and Geirulf Lode. Stangeland is a chartered engineer from NTNU and has been a board member in Bergen Yards since He was previously the managing director of DOF ASA from 1985 to Stangeland is a Norwegian citizen and resides in Austevoll, Norway. 42

43 FOSEN MEKANISKE VERKSTED Description The company s main facilities are located in Kvithyll, Fosen in Norway The yard facilities include a dry-dock, two deep sea outfitting quays and workers in almost all disciplines The yard is able to handle newbuildings, repairs and conversions of all kinds of ships ENGINEERING AND COUNSTRUCTION Steel section hall Crane capacity: 2 x 60 tons Assembly hall Crane capacity: 2 x 10 tons Pipe manufacturing hall Crane capacity: 1 x 5 tons Key specifications DRYDOCK Max length: 215 m Max width: 40 m Max depth: 7.0 m Crane capacity dock: 1 x 75 tons 1 x 8 tons 1 x 7.5 tons OUTFITTING QUAY Quay 1) Lenght: 200 m Water depth: 9.5 m Crane: 2 x 8 tons Quay2) Lenght: 160 m Wather depth: 5 m Crane: 75 tons 43

44 FRENGEN Description The Frengen yard was bought in 1962 and marked the establishment of Fosen Yards The first new building from Frengen was delivered in 1966 Key specifications OUTFITTING QUAY Length: 120 m Crane: 19 and 12 tons (not certified) Up until the establishment of the dry dock at Kvithyll in 1983 all outfitting was done at Frengen The yard facilities include a deep sea outfitting quay and two cranes The last vessels to be outfitted at Frengen were four Ro/Ro vessels in the period There has been no activity at Frengen since 1999, but the yard represents a great flexibility and growth potential for the company if upgraded Resumption of activities at the yard requires maintenance- and upgrade investments 44

45 LANDSKRONAVARVET Description Landskronavarvet is situated 40 km north of Malmö Specializes in building complete steel hulls and hull sections Able to deliver 2.5 hulls per year Its hull building philosophy is to construct large hull sections indoors. Two or more hulls are often built at the same time. The assembly time is cut to a minimum in order to attain high productivity. Skilled welders and metal workers with long and wide experience from different yards and almost all type of ships Sections are transported on motorized conveyors to the slipway, where they are then assembled and built together as a complete hull. The vessels are then towed to the parent shipyard Fosen for completion The company builds ship hulls of all types, specializing in the sector ro-ro, passenger ferries and cruise liners Landskronavarvet is the largest remaining newbuilding shipyard in Sweden Agreements with a large number of well-experienced and dependable subcontractors give wide flexibility of production capacity and cost levels 250 x 40 m slipway Ability to build hulls up to 250 m length and 40 m breadth Production capacity is approx tons of steel annually. Can be increased to tons of steel at a cost of approximately NOK 7 mill Currently employs about 200 persons Hulls of up to 120 tons indoors 30,000 m 2 indoor facilities Property of Fosen Yards Key specifications 45

46 FOSEN YARDS: MANAGEMENT AND KEY PERSONELL Pål Engebretsen (1954) CEO. Mr. Engebretsen joined Fosen Yards in Formerly CEO of Nordtrøndelag Elektrisitetsverk FKF (03-07), Gudbrandsdalen Uldvarefabrikk AS (00-03), Oppland Energiverk DA (95-00) and Petter Kristiansen AS. He also holds several board positions. Mr. Engebretsen holds a degree in Engineering from Østfold Enginiørhøgskole. Tom Benestad (1971) CFO Mr. Benestad is hired on a consultancy basis from Impello Management As where Mr. Benestad is Partner. Former experience as Manager of Transaction Services in Ernst & Young and Management Trainee in Orkla. Mr. Benestad holds an MBA in Accounting from Norwegian School of Economics and Business Administration (NHH) and an MSc from NHH and NYU Stern. Arild Kalkvik (1969) Head of markets and sales Mr. Kalkvik joined Fosen Yards in 2007 as Head of Markets. Former Senior Manager in PriceWaterhouseCoopers. Also spent six years as ship broker in different brokerage companies. Mr Kalkvik holds a Master of Science from Norwegian School of Economics and Business Administration (NHH) Reidar Gullesen (1945) Head of HR Mr. Gullesen joined Fosen Yards in 1997 as Head of HR. Formerly HR Director in NorCargo AS, City Manager of Rissa Kommune and Principal at Stadsbygd Skole. Per Eivind Tande (1965) Head of Construction Joined Fosen Yards in 1996 as Head of Construction. Formerly Project Manager at Kværner Florø. Mr. Tande holds a Master of Science in Engineering from Norwegian University of Science and Technology in Trondheim. Arnar Utseth 1967) Head of Production Mr. Ulseth joined Fosen Yards in 1990 and has worked within different engineering divisions in the Company before becoming Head of Production in He holds a degree in Engineering from Trondheim Ingeniørhøyskole Ståle Frengen (1960) Head of Purchase Mr. Frengen joined Fosen Yards in 1997 and has worked as a contract controller and purchaser before becoming head of purchasing in

47 THANK YOU FOR YOUR ATTENTION GEO CELTIC World s largest seismic vessel 47