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Note 26 – Sales<br />
Amounts in USD 1 000 2009 2008<br />
Charter revenues (see note 7) 98 729 43 726<br />
Gain on sale of asset 0 16 242<br />
Other operating revenues 1 926 3 496<br />
Total Sales 100 654 63 463<br />
In 2008 Marine Subsea entered into a 10+5 year sale-lease-back transaction with Parbarge AS set up by Pareto Private Equity AS.<br />
The transaction includes the two Accommodation Construction Support Barges, African Fjord and African Caribe.<br />
Total sales price for the barges were MUSD 79 million. Marine Subsea will maintain full operational control of the assets (bareboat).<br />
The transaction resulted in a gain on sale of asset of MUSD 8,1 for African Fjord and MUSD 8,1 for African Caribe.<br />
The lease is recognised as an operating lease in the Financial Statements.<br />
Note 27 – Changes in Group Structure<br />
In August 2009 Marine Subsea acquired 38% of TS Marine Ltd, later renamed to Marine Subsea UK Ltd. The company was formed trough a<br />
management buy out of trade and assets from TS Marine Contracting. The acquition cost was £ 700. In November the shares in Marine Subsea UK<br />
were transferred from Marine Subsea AS to Marine Subsea Cyprus Holding Ltd. On completion of the refinancing process, Marine Subsea paid a<br />
further £ 1 100 to obtain 60% of the shares. The remaining 40% of the shares of the company will be aquired by an earn out model based on the<br />
financial results in Marine Subsea UK Ltd in 2011, 2012 and 2013.<br />
There are no material assets in the company, nor any long term contracts that support a valuation exceeding the purchase price.<br />
Marine Subsea obtained control over the company in late December. The profit & loss from Marine Subsea UK for 2009 is calculated based on the<br />
equity method. Net loss is not calculated at year end. The balance at the end of the year is fully consolidated.<br />
The new company provides a suite of subsea engineering and construction services to leading oil companies and contractors. Their offering spans<br />
a broad spectrum of oil and gas activities from subsea construction through to decommissioning. The company will thus support and enhance<br />
operations for Sarah and Karianne.<br />
In December 2009, Lewis Ltd, a 100% owned subsidiary, announced voluntary liquidation after the business faced financial difficulties as a result of<br />
the slow-down in the subsea sector. The profit & loss from Lewis Ltd for 2009 is fully consolidated up til the month of December. According to the<br />
purchase agreement between Drummond Lawson and Marine Subsea AS in 2008, Marine Subsea AS has an obligation to cover certain guarantees.<br />
Total exposure: USD 191 thousand. No accruals recorded in profit and loss 2009.<br />
In 2008, Marine Subsea entered into an agreement to acquire On & Offshore AS in May 2010. A USD 3 million break-fee was agreed, should Marine<br />
Subsea be unwilling or unable to proceed with the transaction. As part of the agreement with bondholders and new lenders, the Company will not<br />
proceed with the transaction under the original terms. Marine Subsea and On & Offshore have agreed to discuss alternative transaction structures in<br />
early 2010, with a view to reaching an agreement to acquire the company. A loss of USD 3 million was recorded in 2009.<br />
25% of the shares in Marine Subsea Karianne Ltd and 25% of the shares in Marine Subsea Lifter are sold to Sonangol during 2009. See note 5.<br />
52 Marine Subsea <strong>Annual</strong> <strong>Report</strong> 2009