Aqualis Offshore Holding ASA (to be renamed Aqualis ASA) Company - - PowerPoint PPT Presentation

Company presentation 13 August 2013

Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)

• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

2

Company development last nine years

3

2006 - 2013 Nov 2013 – Jul 2014 Aug 2014  ASA ASA ASA

Nov 2013 Apr 2014 Jun 2014 Aug 2014 Aqualis Offshore Holding ASA Listed on Oslo Stock Exchange Listed on Oslo Stock Exchange

Acquisitions: Spin-off:

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Aqualis Offshore Ltd Tristein AS Offshore Wind Consultants Ltd

• Established in 2012 by Ferncliff and

Strata M&O

• Specialised offshore, marine and

engineering consultancy firm, focusing

• n the shallow and deep-water offshore

segments of the oil and gas industry worldwide

• Established in 2007
• Acquired by Aqualis ASA in April 2014
• Innovative wide range provider of
• ffshore marine operational services

and offshore installation contractor

• Established in 2011
• Acquired by Aqualis ASA in June 2014
• A globally focused specialised

consultancy providing independent services to the offshore renewables industry

Aqualis Offshore Holding ASA

(to be renamed Aqualis ASA) 41% of 2013 pro forma revenues 51% of 2013 pro forma revenues 8% of 2013 pro forma revenues

Aqualis Offshore Holding ASA

– Marine & engineering consultancy services

Executive Management

David Wells, CEO. Master Mariner Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine

• consultancy. Specialist on jack up operations, location

approvals and all aspects of rig moving. More recently involved in senior management duties. Dr Bader Diab PhD, Director Engineering and North America Structural and Global Performance Engineer. 25 years offshore engineering global experience covering both shallow and deep water sectors with extensive structural design experience of MODUs, mooring systems, motions, installation engineering and familiarity with shipyards. Based in Houston. Reuben Segal, Director Middle East. Naval Architect 19 years experience in the offshore and shipping sectors covering both engineering design and ship surveying. Extensive recent global business development experience with focus on Design and Construction of offshore oil and gas assets. Phil Lenox, Director Asia Pacific. Structural Engineer Over 40 years of onshore/offshore experience with both contractors and consultancies including conceptual design, detailed structural analysis and design through to construction and installation. Specialises transportation and installation projects including Bjørn Havard Brenden, M.Sc., Director Norway Naval Architect and Marine Engineer with 20 years experience in engineering design and as project manager for projects involving ships, semi submersibles, offshore service vessel, tankers and conversions to FSU/FPSO including offshore construction and installation experience. Based in Norway. Santosh George, Group QHSE Manager Specialist QHSE consultant and auditor with extensive risk analysis experience covering shipyards and offshore assets together with implementation of Group Management systems and ISO accreditations. Based in UAE. Christian Opsahl, CFO Extensive international finance, investment banking and private equity experience within the global financial markets, together with industrial experience from companies servicing the offshore oil and gas markets. Based in Norway.

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Dr Andrew Theophanatos PhD, Director South Americas Naval Architect with over 30 years experience in offshore engineering and project management around the world and latterly in Brazil. Specialises on offshore engineering projects in both consultancy and MWS capacities for services related to all recent deepwater field development projects. Torbjørn Rogde, Managing Director, Tristein AS Extensive background from the navy from 1986 to 2001. Experience includes AMOS Academy and Grieg Logistics. Before joining Tristein AS, he was running his private company, supporting development of HSEQ systems and conducting management and leadership training for seafarers. Ian Bonnon, Group Renewables Director Over 30 years experience in the offshore wind, oil and gas, marine and subsea cable industries. Specialist in provision of consultancy services to offshore wind farm developers and investors for full life cycle scopes of work. Ian is a Chartered Civil Engineer and is based in London

• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

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Transportation and Installation Marine Warranty Services Rig Moving Construction Supervision Services Dynamic Positioning Services Marine Consultancy Due Diligence Services Engineering

Aqualis Offshore Ltd – specialised offshore marine and consultancy services

Key information Service offering Engineering 7

• Established in 2012
• Provider of specialist marine and engineering consultancy,

primarily to the offshore oil and gas sector and renewables industry

• Head office in London, operating as a global entity
• Integrated marine and engineering staff consists of

carefully selected industry specialists with long track record

• Global footprint – 13 offices in 9 countries
• Approx. 150 employees

Service sectors

Service sectors

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• Offshore projects
• Mobile offshore

jack up units

• Floaters: Semi-

subs / drill ships / tender barges

• FPSOs / FSOs
• Fixed platforms
• Pipelines
• Construction &

support vessels

• Dynamic

Poitionning

• Transport and

installation

• Renewables
• Investment Market

Offshore operations: key for all business lines

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• Moving of rigs
• Offshore Construction

Projects

• Transportation &

installation

• Marine Warranty

Services (MWS)

• FPSO engineering and

installation

• Towages

Offshore Operations «Doing» derivative «Observing» derivative

• Jack up engineering

(basic design, upgrade and conversion)

• FPSO marine engineering
• Construction supervision
• Engineering design and

consultancy

• Key staff provision
• Technical Due diligence
• DP FMEAs and audits
• Vessel inspections and

surveys

• Marine and engineering

approvals

• Site assessments
• Engineering reviews /

verifications

• Marine consultancy

Complete life-cycle involvement with offshore assets

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Project initiation Engineering / design phase Project procurement Construction Hook-up and commissioning Asset management De- commissioning

Marine project / asset life cycle Aqualis Offshore services

Engineering (niche-focus):

Basic / conceptual design / FEED Modifications and upgrades of drilling rigs / FPSOs / FSOs / lift- boats Transportation & installation analysis

Inspection & approvals:

Marine warranty services Mooring analysis Condition and suitability surveys / audits DP inspections and audits Jack-up site assessments

Construction yard supervision:

Site attendance on behalf of owners, shipyards, financial institutions, 3rd parties New-builds + conversions & upgrades Due diligence / compliancy; financial community focus

Marine operations:

Transport and installation services; “moving of offshore assets” Rig moving Float-overs Site attendance & procedure management

Aqualis’ key competencies are conjointly exposed to both offshore opex and capex cycles

Rig / vessel owners: NOCs / IOCs: Offshore cont. / shipyards: Underwriters / financial inst.:

Selected clients

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Global presence – covering all major oil regions

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Current locations RIO DE JANEIRO MEXICO HOUSTON OSLO/SANDEFJORD SINGAPORE SHANGHAI DAMMAM DUBAI ABU DHABI MANAMA LONDON

• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

13

Tristein – an experienced operator

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• Highly respected player on the Norwegian continental shelf (NCS)
• Founded in 2007, commenced operations in 2008 by six former sea

captains with background from the oil & gas industry

• innovative wide range provider of offshore marine operational

services and offshore installation contractor

• Strong position within both offshore oil and gas and renewables,

reflected in several long-term client relationships and frame agreements

• Combined competence of Tristein and Aqualis Offshore = stronger

service offering to customers on the NCS and abroad

Offers highly demanded competence, built on experienced personnel with background from the shipping and offshore industry

Tristein – business areas

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Marine Operations & Logistics Engineering & Survey Renewable Energy

• Marine operations

─

Rig moves

─

Towing operations

─

Offshore heavy lift

─

DP services

─

Subsea Pipe Laying & Removal

• FPSO & Mooring Services
• Base Management & Logistic Services

─

«High and heavy» handling

• Engineering

─

Transport / seafastening design

─

Technical analysis / verification

─

Development of installation methods

• Survey

─

Operational vessel surveys

─

Compliance audits and verifications

─

DP trials

─

Insurance Condition Survey

─

P & I co-insurers cargo inspections

• Offshore Wind

─

HVDC Platform Tow & Installation

─

Advisory and management support to developers

─

Foundation and MODU handling & installation

─

Feasibility studies

─

Concept design

─

Method statements

─

Base management

88 % of 2013 revenues 10 % of 2013 revenues 2 % of 2013 revenues

Tristein – global services

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Current core focus area Growth regions

• Service clients across the

global oil and gas regions

• Solid experience from

harsh North Sea environment = capability to handle projects in any region

• Geographical expansion

plans through leveraging solid track record among major global clients

Tristein – selected clients

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• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

18

Offshore Wind Consultants

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• Incorporated in November 2011
• Based in London, England
• Currently nine staff, of which five full-time employees
• Globally focused specialised consultancy providing independent

services to offshore renewables industry

• Recognised as one of the leading service providers of consultancy

services for offshore wind projects

• Will provide access to the offshore wind and renewables industry, in

addition to enhance the overall service offering Service offering

Consultancy Services Engineering Services Due Diligence Expert Witness Project Management Support Services

Offshore Wind Consultants - Clients

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• Vattenfall
• East Anglia Offshore Wind
• Gwynt y Mor Offshore Wind Limited
• RWE Innogy GmbH
• Galloper Offshore Wind Limited
• Trianel GmbH
• Mainstream Renewable Power Limited
• GL Group
• Iberdrola Renewables
• ScottishPower
• SNC Lavalin Capital

• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

21

The combined group

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Strengthened position in a growing market space Enhanced services through sharing of knowledge, resources and expertise Stronger foothold in the offshore wind industry Utilisation of the group’s global network

Ticker: AQUA

• Offshore oil and gas sector currently resource challenged – relying on external consultants
• Growing amount of smaller, independent companies with lean organizations – need to outsource specialized

services such as engineering design and operational support services

• Each project requires an increasing number of roles – asset owner representative, oil company representative,

creditor representative, insurers representative, etc. “One party doing the work, several parties observing”

• Increasing safety regulations in all parts of the E&P value chain  enhances need for 3rd party verifications
• Increasing focus on risk management from owners, customers, lenders and insurers following costly delays and

accidents (Macondo, Yme etc)

• Underlying jack-up market is growing, offering increased shipyard and operational opportunities. Current

backlog is 141 units (source: Carnegie Research), of which 85 new rigs to be delivered by end of 2015

• Engineering opportunities to upgrade and modify aging jack-up fleet for new offshore roles e.g. MOPU’s and

accommodation units

• Increased emphasis on sustainable energy sources  strong growth in the European offshore wind industry

Key drivers for Aqualis Offshore Holding ASA

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• June/July 2014: Aqualis Offshore awarded several new marine and engineering contracts with

total value of approx. USD 6.3m, including:

• July:
• Marine Warranty Services contract for jack up rig moving offshore India from ONGC
• Engineering associated with phase 1 of the conversion of two jack-up drilling rigs into

MOPUs from Mercator Lines

• Construction monitoring project for a CJ-50 design jack-up rig in CMHI Yard, China, for Hoidi

International

• June:
• Jack-up rig reactivation and rig move contract in Gulf of Mexico from Mercator Lines
• Marine call out contract from Total ABK in Abu Dhabi
• Numerous smaller contracts valued at approx. USD 100k each
• Order backlog per 30th June 2014: approx. USD 19m, of which approximately 50% will be

completed in 2015 onwards

• Current portfolio of frame agreements worth about USD 7-10m p.a. mainly dependent on

number of marine operations (e.g. rig moving) by each client

Recent contract wins & order book development

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• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials

Appendix

Agenda

25

Recruitment - rapidly expanding service organization

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Notes: (1) Numbers include contractors on 100% utilization equivalent basis, both for Aqualis, Tristein and OWC (2) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

Number of employees

10 20 30 40 50 60 70 80 90 100 110 120 130 140 150 Jun-13 Feb-13 Jan-13 Mar-13 May-13 Apr-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14 5x OWC pro forma figures Tristein pro forma figures

Revenues – monthly development

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200 400 600 800 1 000 1 200 1 400 1 600 1 800 2 000 2 200 2 400 2 600 2 800 Jun-13 Apr-13 May-13 Mar-13 Feb-13 Jan-13 Jan-14 Oct-13 Dec-13 Nov-13 Sep-13 Aug-13 Jul-13 May-14 Mar-14 Apr-14 Jun-14 Feb-14 OWC pro forma figures Tristein pro forma figures

USD thousands

Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

EBITDA – monthly development

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• 350
• 300
• 250
• 200
• 150
• 100
• 50

50 100 150 200 250 300 350 400 450 500 Feb-13 Jan-13 Mar-14 Feb-14 Jan-14 Dec-13 Nov-13 Oct-13 Sep-13 Aug-13 Jul-13 Jun-13 May-13 Apr-13 Mar-13 Jun-14 May-14 Apr-14 OWC pro forma figures Tristein pro forma figures

USD thousands

Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014

Strong financial position

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Equity Current liabilities 3 374 48 988 52 997 Non-current liabilities 635 14 601 14 135 24 261 Current assets ex. Cash* 52 997 Cash Non-current assets

• No interest-bearing debt
• 92% equity ratio
• Strong liquidity position:
• USD 14.6m in cash
• USD 9.2m (NOK 55m) in

short term receivable*

• Total cash & cash

equivalents: USD 23.8m

Unaudited pro forma 31.03.2014 – USD thousands

*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014. Converted to USD with exchange rate as per 31 March 2014 (0.167)

• 1. Introduction
• 2. Our business

a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group

• 3. Financials
• 4. Appendix

Agenda

30

Corporate structure

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**The company is 100% controlled by Aqualis Offshore

Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)

* In KSA / Bahrain, Aqualis operates through agency agreement with AET

Aqualis Offshore Inc (Houston, USA) Aqualis Offshore Marine Services LLC (Dubai,UAE) Aqualis Offshore Pte Ltd (Singapore) Aqualis Offshore UK Ltd (London, UK) Aqualis Offshore Serviçõs Ltda (Rio de Janeiro, Brazil) Aqualis Offshore AS (Sandefjord, Norway)

49%** 100% 100% 100% 100%

Aqualis Offshore Marine Consulting Co., Ltd. (Shanghai, China) Aqualis Offshore Ltd (London, UK)

100% 100%

Aqualis Dammam, KSA*

100%

Tristein AS (Oslo, Norway)

100% 100%

Offshore Wind Consultants Ltd (London, UK)

100%

Aqualis Offshore S. de R.L. de C.V. (Mexico City, Mexico) Aqualis Offshore Marine Consulting LLC (Abu Dhabi, UAE)

100%

Aqualis Manama, Bahrain*

100% 49%**

Pro forma financials Aqualis Offshore

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Pro forma statement of comprehensive income USD 1,000 Unaudited Pro forma Q1 2014 Unaudited Pro forma 2013 Revenue 6 324 14 995 Other income

• Total operating income

6 324 14 995 Payroll and payroll related costs (4 206) (9 604) Depreciation, amortization and impairment (200) (303) Other operating costs (2 533) (7 714) Total operating expenses (6 939) (17 621) Operating profit / loss (EBIT) (615) (2 626) Finance income 85 178 Finance costs (45) (137) Loss before tax (575) (2 586) Income tax expense (19) (28) Profit / (Loss) for the period (556) (2 557) Pro forma balance sheet USD 1,000 Unaudited Pro forma 31.03.2014 Equipment 467 Intangible assets 23 671 Deferred tax assets 88 Investments in associated companies 35 Total non-current assets 24 261 Trade receivables 3 671 Other receivables* 11 615 Funds 206 Cash and cash equivalents 14 601 Total current assets 30 093 TOTAL ASSETS 54 354 Share capital 721 Share premium 48 779 Other paid in capital 981 Retained earnings (1 305) TOTAL EQUITY 49 176 Deferred tax liabilities 374 Other long-term liabilities 261 Total non-current liabilities 635 Trade payables 680 Taxes payable 134 Other current liabilities 3 729 Total current liabilities 4 543 TOTAL LIABILITIES 5 178 TOTAL EQUITY AND LIABILITIES 54 354

*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014

Thank you