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August 4, 2005

Awilco makes offer for PetroJack

Awilco Offshore ASA today announced a voluntary offer for all the shares in Petrojack ASA. It also disclosed that it already holds 20.7 percent of PetroJack's issued share capital.

Awilco Offshore was incorporated this January. In February, it acquired all of the offshore accommodation and drilling rig assets of the Anders Wilhelmsen Group. The company has three ultra premium jackup drilling rigs under construction with delivery in 2006 and 2007. It also has options for a further four high specification jackup drilling rigs.

The rigs are under construction and on option at Singapore's PPL shipyard (Baker Marine Pacific 375 class design) and at Keppel (KFELS MOD V B Class).

Awilco Offshore also owns two accommodation units both capable of operating in the Norwegian sector of the North Sea.

PetroJack ASA was formed by Norwegian Berge Gerdt Larsen in 2004 and has been listed on the Oslo Stock Exchange since February 2005. The company has three identical Baker Marine Pacific Class 375 jackup rigs under construction at Singapore's Jurong Shipyard, a subsidiary of SembCorp Marine Ltd, one of the major ship and rig builders in Singapore and world wide.

Construction of PetroJack I has started and delivery is scheduled March 15th 2007, the next two rigs are scheduled for delivery January and June 2008.

Awilco's offer is an all-share offer based on a ratio is 2.31 Petrojack shares for 1 Awilco Offshore share.

Based on the closing price on August 3 2005 of NOK 33.9 for Awilco Offshore, this corresponds to a price of NOK 14.7 per Petrojack share, says Awilco, This represents a premium of 9.5% to the closing price of NOK 13.4 for Petrojack on August 3 2005, and a 32% premium to the volume-weighted average price over the last two months of NOK 11.1.

Awilco Offshore says that yesterday it acquired a total of 11,942,030 shares in Petrojack and thus already holds 20.7% percent of the issued share capital. The acquisition of these shares is being paid partly through the issuance of new shares in Awilco Offshore and partly in cash (for purchases made in the market). The number of new Awilco Offshore shares to be issued as consideration for these Petrojack shares will be 4,396,983. After the issue of these shares the share capital of Awilco Offshore will be NOK 1,185,303,330 and the total number of outstanding shares will be 118,530,333.

Awilco says its offer is subject to a sufficient level of acceptances for it to become the owner of more than 90 percent of the shares outstanding in Petrojack. The offer will also be subject to approvals from relevant authorities as well as to a satisfactory due diligence.

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