Annual Report

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