-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PY3ahzMfXBrqHGwZn+4edgh4IzwFBy59t2Xyb0nb0kBmUX8YvlAWRqEZruowZlsd pb1w5vSDAlYlXkU2Xl/x+Q== 0000899243-97-000027.txt : 19970106 0000899243-97-000027.hdr.sgml : 19970106 ACCESSION NUMBER: 0000899243-97-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961219 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 19970103 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFSHORE LOGISTICS INC CENTRAL INDEX KEY: 0000073887 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 720679819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05232 FILM NUMBER: 97500945 BUSINESS ADDRESS: STREET 1: 224 RUE DE JEAN STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 BUSINESS PHONE: 3182331221 MAIL ADDRESS: STREET 1: 224 RUE DE JEAN 70508 STREET 2: PO BOX 5C CITY: LAFAYETTE STATE: LA ZIP: 70505 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-K ---------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 19, 1996 OFFSHORE LOGISTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-5232 72-0679819 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 224 Rue de Jean P.O. Box 5C, Lafayette, 70505 LA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (318) 233-1221 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) N/A (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 19, 1996, Offshore Logistics, Inc. ("OLOG") acquired 49% of the common stock and a significant economic interest in Bristow Aviation Holdings Limited ("Bristow"). Bristow is incorporated in England and holds all of the outstanding shares in Bristow Helicopter Group Limited ("BHGL"). Bristow was organized with three different classes of ordinary shares (common stock) having disproportionate voting rights. Caledonia Investments plc and its subsidiary, Caledonia Industrial & Services Limited, (collectively, "Caledonia"), OLOG and Mr. Andreas K.L. Ugland of Oslo, Norway (the "E.U. Investor"), a business affiliate of Bristow in a Norwegian helicopter services company, own 49%, 49% and 2% respectively, of Bristow's total outstanding ordinary shares, representing 37.5%, 37.5% and 25%, respectively, of the total voting rights. OLOG, Caledonia, the EU Investor and Bristow entered into a shareholders' agreement respecting, among other things, the composition of the board of directors of Bristow. Under such agreement, Caledonia has the right to appoint three directors, OLOG has the right to appoint two directors, the EU Investor is appointed a director and the seventh director is appointed from Bristow's management. On all matters coming before Bristow's board, Caledonia's appointees has a total of five votes and the four other directors have one vote each. These ownership and voting arrangements allow Bristow to satisfy The British Civil Aviation Authority (the "CAA") requirements that qualified European shareholders have majority ownership and control. OLOG paid (Pounds)80.2 million (approximately $132 million) in cash (funded from existing OLOG cash balances and the proceeds of 6% Convertible Subordinated Notes ("Notes") due 2003 and issued on December 17, 1996), $7.5 million of the Notes issued to Caledonia and 1,374,389 shares of Common Stock issued to Caledonia and BHGL's management on December 19, 1996. In addition, OLOG acquired (Pounds)5 million principal amount of BHGL's subordinated debt for cash of approximately $8.9 million including accrued interest. Caledonia received 1,300,000 shares of the Common Stock and BHGL's management received 74,389. OLOG provided Caledonia and BHGL's management with certain customary registration rights under U.S. securities laws respecting the resale of their shares of Common Stock (including the shares underlying the Notes issued to Caledonia). In addition to its ownership of 49% of Bristow's outstanding ordinary shares and (Pounds)5.0 million principal amount of Bristow's subordinated debt, OLOG acquired (Pounds)91 million (approximately $150 million) principal amount of subordinated unsecured loan stock (debt) of Bristow bearing interest at an annual rate of 13.5% and payable semi-annually. Bristow has the right to defer payment of interest on such debt until January 31, 2002. Any such deferred interest would also accrue interest at an annual rate of 13.5%. So long as Caledonia has a significant interest in the shares of Common Stock issued to it pursuant to the Master Agreement or maintains its voting control of Bristow, Caledonia will have the right to nominate two persons to the board of directors of OLOG and to replace any such directors so nominated. Initially, Caledonia has nominated Peter N. Buckley, its Chairman, and Jonathan H. Cartwright, Caledonia's Finance Director, to the OLOG board. Caledonia, OLOG and the EU Investor also entered into a put/call agreement whereunder, upon giving specified prior notice, OLOG has the right to buy all the Bristow shares held by Caledonia and the EU Investor, who, in turn, each has the right to sell such shares to OLOG. Under current U.K. law, OLOG would be required to find a qualified European investor to own any Bristow shares it acquired under the put/call agreement. The agreement fixes the put/call price of the shares at (Pounds)5.1 million (including (Pounds)4.9 million for Caledonia's shares and (Pounds)0.2 million for the EU Investor's shares), plus an additional amount equal to a compound annual return of 10% should either Caledonia or the EU Investor elect to sell its shares to OLOG or 12% should OLOG elect to buy such shares. OLOG has secured the fixed price of Caledonia's Bristow shares with U.K. government securities and guarantee to Caledonia the appropriate compound annual return thereon. OLOG will consolidate Bristow's results for financial reporting purposes. The economic interests of Caledonia and the EU Investor in Bristow will be limited, in effect, to the fixed put/call price for their respective shares plus a compound annual return. 1 Caledonia will receive management fees from Bristow for as long as Caledonia owns its Bristow shares. Such management fees will be payable semiannually in advance and will total (Pounds)500,000 for the first year, (Pounds)900,000 for each of the second and third years and (Pounds)757,000 for each of the fourth and fifth years. If OLOG exercises its right to buy Caledonia's Bristow shares within the first five years following closing, then the full amount of the management fees for the remainder of the five-year period will be payable to Caledonia in a lump sum at the time of the purchase. If Caledonia exercises its right to sell its Bristow shares to OLOG, then no management fees would be payable after completion of the sale, unless (i) OLOG fails to purchase the shares, (ii) Caledonia exercised its right to sell following a sale by OLOG of its Bristow shares or (iii) OLOG is in breach of its obligations under the shareholders' agreement. If, at the end of five years from closing, neither the right to buy nor the right to sell has been exercised, then the management fees payable for each of the following two years will equal (Pounds)500,000. The EU Investor may also receive nominal management fees from Bristow as long as he owns Bristow shares. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired The financial statements for the acquired business, Bristow Helicopter Group Limited, for the periods required by Rule 3-05(b) of Regulation S-X are attached hereto as Annex A. (b) Pro forma financial information The pro forma financial information required pursuant to Article 11 of Regulation S-X is attached hereto as Annex B. (c) Exhibits 2(l) Master Agreement dated December 12, 1996. The documents listed as "Annexures" in the Table of Contents of the Master Agreement are not included. The Registrant agrees to furnish supplementally a copy of any omitted Annexure to the Securitites and Exchange Commission upon request. ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. On December 19, 1996, the Registrant issued $7.5 million of the Convertible Subordinated Notes due 2003 (the "Notes") to Caledonia in accordance with the Bristow transaction discussed in Item 2 of this Form 8-K. The Notes are convertible into common stock at any time on or after February 15, 1997, and prior to the close of business on December 15, 2003, at a conversion price of $22.86 per share, subject to adjustment in certain events. On such date, the Registrant also issued 1,374,389 shares of Common Stock to Caledonia and BHGL's management in the Bristow transaction. The Notes and Common Stock were issued pursuant to Regulation S under the Securities Act of 1933. Caledonia agreed not to make any disposition of its Notes or Common Stock in or into the United States prior to January 29, 1997 and BHGL's management agreed not to make any such dispositions of such Common Stock prior to January 29, 1998. Because two representatives of Caledonia are members of the Board of Directors of the Registrant, Caledonia may be deemed to be an "affiliate" of the Registrant. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OFFSHORE LOGISTICS, INC. _____________________________________ (Registrant) Date January 3, 1997 By /s/ George M. Small _____________________________________ George M. Small Vice President and Chief Financial Officer 4 ANNEX A 5 BRISTOW HELICOPTER GROUP LIMITED INDEPENDENT AUDITORS' REPORT The Stockholders' Bristow Helicopter Group Limited We have audited the accompanying consolidated balance sheets of Bristow Helicopter Group Limited as at 31 December 1995 and 1994, and the related consolidated profit and loss accounts and cash flow statements for each of the years in the three year period ended 31 December 1995. These consolidated financial statements are the responsibility of the management of Bristow Helicopter Group Limited. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards in the United Kingdom, which standards are substantially equivalent to auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bristow Helicopter Group Limited as at 31 December 1995 and 1994, and the results of its operations and its cash flows for each of the years in the three year period ended 31 December 1995, in conformity with generally accepted accounting principles in the United Kingdom. Accounting principles generally accepted in the United Kingdom vary in certain respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for each of the years in the three-year period ended 31 December 1995 and shareholders' funds as at 31 December 1995 and 1994, to the extent summarised in note 27 to the consolidated financial statements. KPMG Gatwick, England 15 April 1996 6 BRISTOW HELICOPTER GROUP LIMITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
NOTE 1995 1994 1993 ---- ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S TURNOVER........................ 2 144,212 143,316 174,279 -------- -------- -------- Other operating income........ 115 390 1,346 Raw materials and consumables. (39,921) (36,211) (45,600) Staff costs................... 3 (52,123) (55,124) (58,670) Depreciation.................. (5,706) (5,361) (11,010) Other operating charges....... (23,039) (24,911) (24,587) -------- -------- -------- OPERATING COSTS................. (120,674) (121,217) (138,521) -------- -------- -------- OPERATING PROFIT................ 23,538 22,099 35,758 Profit on disposal of fixed assets....................... 5,999 1,107 1,684 -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND INVESTMENT RETURNS........................ 29,537 23,206 37,442 Loss from interests in associated undertakings...... (119) (578) 6 Amounts written off investments.................. 8 (1,032) 133 (1,551) Profit on disposal of fixed asset investments............ -- 1,240 -- Other interest receivable and similar income............... 317 481 1,577 Interest payable and similar charges...................... 5 (12,646) (12,948) (16,294) -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION................ 4 16,057 11,534 21,180 Tax on profit on ordinary activities................... 6 (5,300) (2,936) (1,567) -------- -------- -------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION................. 10,757 8,598 19,613 Minority interests............ 2 20 (34) -------- -------- -------- RETAINED PROFIT FOR THE FINANCIAL YEAR................. 17 10,759 8,618 19,579 ======== ======== ========
The turnover and profit were derived from continuing operations. The accompanying notes are an integral part of these statements. 7 BRISTOW HELICOPTER GROUP LIMITED CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 1995 AND 1994
NOTE 1995 1994 ---- ------------- ------------- (Pounds)000'S (Pounds)000'S FIXED ASSETS Tangible assets............................. 7 60,986 52,400 Investments................................. 8 1,223 542 -------- -------- 62,209 52,942 -------- -------- CURRENT ASSETS Stocks...................................... 9 5,464 5,480 Debtors..................................... 10 24,858 25,447 Own shares.................................. 22 1,221 88 -------- -------- 31,543 31,015 CREDITORS--amounts falling due within one year......................................... 11 (41,253) (52,196) -------- -------- NET CURRENT LIABILITIES....................... (9,710) (21,181) -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES......... 52,499 31,761 CREDITORS--amounts falling due after more than one year..................................... 11 (83,190) (74,975) PROVISION FOR LIABILITIES AND CHARGES......... 15 (19,513) (16,369) -------- -------- (50,204) (59,583) ======== ======== CAPITAL AND RESERVES Called up share capital..................... 16 10,000 10,000 Share premium account....................... 17 3,338 3,338 Goodwill write-off reserve.................. 17 (111,845) (110,461) Profit and loss account..................... 17 48,249 37,484 -------- -------- SHAREHOLDERS' FUNDS........................... (50,258) (59,639) MINORITY INTEREST............................. 54 56 -------- -------- (50,204) (59,583) ======== ========
The accompanying notes are an integral part of these statements. 8 BRISTOW HELICOPTER GROUP LIMITED RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS YEARS ENDED 31 DECEMBER 1995, 1994 AND 1993
1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Profit for the financial year......... 10,759 8,618 19,579 Goodwill written off on acquisitions of an associated undertaking......... (1,384) -- -- Goodwill written off on acquisition of a minority interest in a subsidiary undertaking.......................... -- 6 -- Net acquisition expenses written off.. -- -- (18) Exchange adjustment................... 6 (127) (19) ------- ------- ------- Net addition to shareholders' funds... 9,381 8,497 19,542 Opening shareholders' funds........... (59,639) (68,136) (87,678) ------- ------- ------- Closing shareholders' funds........... (50,258) (59,639) (68,136) ======= ======= ======= STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Profit for the financial year......... 10,759 8,618 19,579 Exchange adjustment................... 6 (127) (19) ------- ------- ------- 10,765 8,491 19,560 Prior period adjustment............... -- -- (2,031) ------- ------- ------- TOTAL GAINS AND LOSSES RECOGNISED FOR THE YEAR....................... 10,765 8,491 17,529 ======= ======= =======
The accompanying notes are an integral part of these statements. 9 BRISTOW HELICOPTER GROUP LIMITED CONSOLIDATED CASH FLOW STATEMENT YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
NOTES 1995 1994 1993 ----- ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S NET CASH INFLOW FROM OPERATING ACTIVITIES.................... 18 28,828 24,223 49,877 RETURN ON INVESTMENTS AND SER- VICING OF FINANCE............. Interest received.............. 317 474 1,497 Interest paid.................. (10,176) (10,438) (14,183) Interest element of finance lease rental payments......... (184) -- -- Dividends received from associ- ated undertakings............. -- -- 3 ------- ------- ------- Net cash outflow from returns on investment and servicing of finance....................... (10,043) (9,964) (12,683) TAXATION UK corporation tax paid...... (8,105) (4,322) (3,904) Overseas tax paid............ (1,931) (1,921) (2,480) ------- ------- ------- TAX PAID....................... (10,036) (6,243) (6,384) Investing activities........... Purchase of tangible fixed assets...................... (8,666) (12,846) (2,779) Purchase of investment....... (3,643) (915) (516) Aircraft disposal proceeds... 6,447 1,077 1,051 Sale of other tangible fixed assets...................... 156 53 4,413 Sale of investments.......... -- 1,241 -- ------- ------- ------- Net cash (outflow)/inflow from investing activities.......... (5,706) (11,390) 2,169 ------- ------- ------- Net cash inflow/(outflow) be- fore financing................ 3,043 (3,374) 32,979 FINANCING Amount repaid on borrowings.. 19 (2,000) (11,000) (45,500) Repayment of capital elements of finance lease rentals.... 19 (785) -- -- Expenses relating to new financing and acquisition of subsidiary undertakings..... -- -- (18) ------- ------- ------- Net cash outflow from financ- ing........................... (2,785) (11,000) (45,518) ------- ------- ------- Increase/(Decrease) in cash and cash equivalents.............. 20 258 (14,374) (12,539) ======= ======= =======
The accompanying notes are an integral part of these statements. 10 BRISTOW HELICOPTER GROUP LIMITED NOTES (forming part of the financial statements) 1. ACCOUNTING POLICIES The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements. Basis of preparation The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost accounting rules on a going concern basis. Basis of consolidation The Group financial statements consolidate the accounts of Bristow Helicopter Group Limited and its subsidiary undertakings (see note 25). These financial statements are made up to 31 December 1995 and 1994. For associated undertakings the Group includes its share of profits and losses in the consolidated profit and loss account and its share of post acquisition accumulated retained profits or deficits in the consolidated balance sheet. The consolidated financial statements are based on accounts of subsidiary undertakings which are coterminous with those of the parent company and on accounts of associated undertakings which are coterminous with or end no more than three months before those of the parent company. Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method, the results of subsidiary and associated undertakings acquired or disposed of in the period are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. Goodwill arising on consolidation (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) is taken to a goodwill write-off reserve. Any excess of the aggregate of the fair value of the separable net assets acquired over the fair value of the consideration given (negative goodwill) is credited direct to reserves. On the subsequent disposal or termination of a previously acquired business, the profit or loss on disposal or termination is calculated after charging the gross amount of any related goodwill previously taken to reserves. The amount of the profit for the financial year dealt with in the financial statements of Bristow Helicopter Group Limited is disclosed in note 17 to these accounts. Turnover Turnover represents total revenue receivable for the period exclusive of VAT and intra-group transactions. Leased Assets Assets held under finance leases are treated as tangible fixed assets; depreciation is provided over the estimated useful life of the assets and the deemed capital element of future rentals is included under creditors. Deemed interest, calculated on a reducing balance basis, is charged as interest payable over the period of the lease. The rental costs arising from operating leases are charged against profit before interest as they arise. 11 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 1. ACCOUNTING POLICIES (continued) Depreciation of Tangible Fixed Assets Depreciation is provided at rates calculated to write off the cost of the assets, less estimated residual value, either in the case of the Eurocopter AS332L, the new Sikorsky S76A + and the Bell 214ST helicopters, on a flying hour basis, or by equal instalments over their estimated useful economic life as follows:-- Freehold buildings......................................... 0-40 years Freehold land.............................................. Not depreciated Long leasehold property.................................... over lease period Short leasehold property................................... over lease period Plant and equipment........................................ 3-10 years Vehicles................................................... 3-5 years Helicopters, aircraft and capital spares................... 8-15 years
Research and Development Research and Development expenditure is written off against profits in the period in which it is incurred. Taxation The charge for taxation is based on the profit for the period and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Provision is made for deferred tax only to the extent that it is probable that an actual liability will crystallise. Provisions for Component Overhauls A provision for component overhauls is made on an hourly basis in respect of the major components of all twin-engine helicopters and certain fixed wing aircraft. Component overhauls in respect of the major components of single engine helicopters and certain fixed wing aircraft are charged to trading profit as costs are incurred. Foreign Currencies The trading results of overseas subsidiaries and associated companies are translated into sterling at average exchange rates for the period. Assets and liabilities denominated in foreign currencies are translated into sterling either at the rates ruling at the Balance Sheet date or, where there are related forward foreign exchange contracts, at contract rates. Exchange differences arising from the translation of the results of overseas subsidiaries and associated companies at average rates, and the re-translation of the opening net investments in overseas subsidiaries and associated companies, are dealt with in Group reserves. All other exchange differences are dealt with in the profit and loss account. Deep Discounted Loan Notes, Loan Stock and Term Loans The loans are stated in the Balance Sheet at cost plus accrued interest to date. Interest is allocated to the Profit and Loss Account at a constant rate over the term of the loan. Stocks Consumable spares and minor rotable stocks are stated at the lower of cost or net realisable value. 12 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 1. ACCOUNTING POLICIES (continued) Work in progress and stocks for resale are valued at the lower of cost, inclusive of appropriate overheads, or net realisable value. Pension Costs The Group operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those of the Group in an independently administered fund. Contributions to the scheme are charged to the profit and loss account so as to spread the cost of pensions over employees' working lives with the Group. 2. TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Segmental reporting as required by Statement of Standard Accounting Practice No. 25 and analysis of turnover by geographical location and attributable market as required by the Companies Act 1985 have not been included in these financial statements as the Directors regard such disclosure as being seriously prejudicial to the interests of the business. 3. EMPLOYEE INFORMATION Staff numbers The average number of persons employed by the Group (including directors) during the year analysed by catagory, was as follows:
NUMBER OF EMPLOYEES ----------------- 1995 1994 1993 ----- ----- ----- Operating staff............................................ 1,435 1,563 1,656 Management and administration.............................. 270 292 308 ----- ----- ----- 1,705 1,855 1,964 ===== ===== =====
Staff costs
1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Staff costs for the above persons-- Wages and salaries.............. 45,145 47,870 51,546 Social Security costs........... 3,119 3,349 3,169 Other pension costs (see note 24)............................ 3,859 3,905 3,955 ------ ------ ------ 52,123 55,124 58,670 ====== ====== ======
13 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 3. EMPLOYEE INFORMATION (continued) Directors' remuneration
1995 1994 1993 ------------- ------------- ------------- (Pounds) (Pounds) (Pounds) Directors' emoluments for the year (including pension contributions).................. 536,498 382,904 714,414 Consideration paid to third par- ties in respect of directors' services........................ 48,954 48,954 48,240 ------- ------- ------- 585,452 431,858 762,654 ======= ======= ======= Fees and other emoluments dis- closed above (excluding pension contributions) include amounts paid to: The Chairman................... 16,320 16,320 16,080 ======= ======= ======= The highest paid director...... 319,936 206,433 318,567 ======= ======= ======= Directors' emoluments (excluding pension contributions) were within the following ranges: (Pounds) 1 to (Pounds) 5,000................. 1 -- -- (Pounds) 5,001 to (Pounds) 10,000................. -- 1 -- (Pounds) 10,001 to (Pounds) 15,000................. 4 3 3 (Pounds) 15,001 to (Pounds) 20,000................. -- 1 1 (Pounds) 85,001 to (Pounds) 90,000................. -- 1 -- (Pounds)135,001 to (Pounds)140,000................. 1 -- -- (Pounds)145,001 to (Pounds)150,000................. -- -- 1 (Pounds)155,001 to (Pounds)160,000................. -- -- 1 (Pounds)205,001 to (Pounds)210,000................. -- 1 -- (Pounds)315,001 to (Pounds)320,000................. 1 -- 1 4. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Profit on ordinary activities be- fore taxation is stated after crediting: Profit on disposal of fixed as- set investments............... -- 1,240 -- Rents receivable............... 68 70 70 and after charging: Rentals paid under operating leases: --Aircraft hire................ 659 820 1,400 --Hire of plant and machinery.. 71 59 70 --Rentals of properties........ 956 855 840 Charitable donations........... 10 8 5 Research and development expen- diture........................ -- 261 332 Remuneration of auditors: --Auditing the financial state- ments......................... 113 113 110 --Other services............... 32 33 72
14 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 5. INTEREST PAYABLE AND SIMILAR CHARGES
1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S On bank loans and overdrafts and other loans: Repayable within five years, by instalments.................... 8,001 8,719 10,179 Repayable wholly or partly in more than five years........... 4,037 4,037 6,039 ------ ------ ------ 12,038 12,756 16,218 Interest paid under finance leases........................... 272 -- -- Other interest and similar charges.......................... 336 192 76 ------ ------ ------ 12,646 12,948 16,294 ====== ====== ======
6. TAXATION
1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S United Kingdom corporation tax at 33% on the profit for the year on ordinary activities Corporation tax--current year... 2,346 390 7,300 --prior year.............. (204) 93 (970) Overseas tax--current year...... 1,973 1,592 2,205 ------ ------ ------ 4,115 2,075 8,535 Double tax relief................. (1,852) (1,432) (1,861) Deferred taxation--current year... 2,988 2,395 (1,761) --prior year............... (79) (75) (3,351) Associated undertakings........... 128 (27) 5 ------ ------ ------ 5,300 2,936 1,567 ====== ====== ======
The charge for taxation on the profit on disposal of fixed assets in the year was (Pounds)1,427,250 (years ended 31 December 1994 and 1993--(Pounds)354,746 and (Pounds)446,912 respectively). 15 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 7. TANGIBLE ASSETS
PLANT EQUIPMENT LAND AND AND BUILDINGS AIRCRAFT* VEHICLES TOTAL ----------- ----------- ----------- ----------- (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 Cost At 1 January 1994............... 13,163 138,629 46,211 198,003 Exchange adjustments............ 19 -- (11) 8 Additions....................... 933 10,636 1,277 12,846 Disposals....................... (2) (2,020) (1,057) (3,079) ------ ------- ------ ------- At 31 December 1994............. 14,113 147,245 46,420 207,778 Exchange adjustments............ (12) -- (7) (19) Additions....................... 13 13,422 1,475 14,910 Disposals....................... (96) (4,423) (1,274) (5,793) ------ ------- ------ ------- At 31 December 1995............. 14,018 156,244 46,614 216,876 ====== ======= ====== ======= Depreciation At 1 January 1994............... 7,571 105,277 40,231 153,079 Exchange adjustments............ 11 -- (18) (7) Charge for the period........... 390 3,065 1,906 5,361 Disposals....................... (1) (2,020) (1,034) (3,055) ------ ------- ------ ------- At 31 December 1994............. 7,971 106,322 41,085 155,378 Exchange adjustments............ (6) -- 1 (5) Charge for the period........... 377 3,713 1,616 5,706 Disposals....................... (72) (3,900) (1,217) (5,189) ------ ------- ------ ------- At 31 December 1995............. 8,270 106,135 41,485 155,890 ====== ======= ====== ======= Net book value At 31 December 1994............. 6,142 40,923 5,335 52,400 ====== ======= ====== ======= At 31 December 1995............. 5,748 50,109 5,129 60,986 ====== ======= ====== =======
- -------- * The Net Book Value of aircraft at 31 December 1995 includes (Pounds)8,929,835 in respect of aircraft acquired under finance leases (1994: (Pounds)3,075,656). Aircraft depreciation for the year to 31 December 1995 includes (Pounds)390,378 relating to these aircraft (1994: (Pounds)152,735). Aircraft additions in the year includes payments on account totalling (Pounds)7,025,484.
31 DECEMBER 31 DECEMBER 1995 1994 ----------- ----------- (Pounds)000 (Pounds)000 The net book value of land and buildings comprises: Freehold............................................ 3,065 3,151 Leases with 50 years or more unexpired.............. 1,063 1,076 Leases with less than 50 years unexpired............ 1,620 1,915 ----- ----- 5,748 6,142 ----- ----- Freehold land and buildings not depreciated included in above totals.................................... 1,885 1,890 ===== =====
16 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 8. INVESTMENTS
ASSOCIATED UNDERTAKINGS OTHER ----------------------- UNLISTED SHARES LOANS INVESTMENTS TOTAL ----------- ----------- ----------- ----------- (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 Cost At 1 January 1994.............. 554 -- 958 1,512 Additions...................... 220 665 30 915 Disposals...................... -- -- (1) (1) Share of current period losses. (609) -- -- (609) ------ ----- --- ------ At 31 December 1994............ 165 665 987 1,817 Exchange adjustments........... (23) -- -- (23) Additions...................... 2,584 1,059 -- 3,643 Goodwill written off on acqui- sition........................ (1,384) -- -- (1,384) Transfer to associated under- taking........................ 20 -- (20) -- Share of current period losses. (247) -- -- (247) ------ ----- --- ------ At 31 December 1995............ 1,115 1,724 967 3,806 ------ ----- --- ------ Provisions At 1 January 1994.............. 516 -- 407 923 Provided (released) during the period........................ (381) 665 68 352 ------ ----- --- ------ At 31 December 1994............ 135 665 475 1,275 Provided during the period..... 182 1,059 67 1,308 ------ ----- --- ------ At 31 December 1995............ 317 1,724 542 2,583 ------ ----- --- ------ Net book value At 31 December 1994............ 30 -- 512 542 ------ ----- --- ------ At 31 December 1995............ 798 -- 425 1,223 ------ ----- --- ------
The net charge to the profit and loss account of (Pounds)1,032,000 (1994: (Pounds)133,000) in respect of provisions against investments represents a charge of (Pounds)1,308,000 (1994: (Pounds)352,000) included above and a reduction in amounts included within creditors falling due within one year of (Pounds)276,000 (1994: (Pounds)485,000). 17 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 8. INVESTMENTS (continued) The principal subsidiary undertakings and associated undertakings at 31 December 1995 are shown in note 25. Bristow Helicoptors Inc. and Bristow Helicopters Australia Pty. Ltd., have been treated as subsidiary undertakings due to the dominant influence of the Group over their affairs. During 1995 year the Group purchased an investment in Irish Helicopters Limited as part of a joint venture arrangement, which is accounted for as an associate. 9. STOCKS
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S Consumable spares, minor rotable spares and fuel................................ 5,045 5,182 Work in progress and stock for resale.... 419 298 ----- ----- 5,464 5,480 ===== =====
10. DEBTORS due within one year
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S Trade debtors.............................. 20,428 21,960 Amounts due from associated undertakings... 1,312 300 Other debtors.............................. 1,081 1,095 Prepayments and accrued income............. 1,803 1,812 ------ ------ 24,624 25,167 ------ ------ --Amounts due after more than one year Prepayments and accrued income............. 234 280 ------ ------ 24,858 25,447 ====== ======
11. CREDITORS
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S --Amounts falling due within one year Bank loan and overdrafts (see note 12).... 9,566 12,843 Obligations under finance leases (see note 13)...................................... 431 -- Payments received on account.............. 522 623 Trade creditors........................... 17,207 16,239 Corporation tax........................... 4,186 11,849 Other taxes and social security........... 1,678 1,311 Other creditors........................... 4,326 6,076 Accruals and deferred income.............. 3,337 3,255 ------ ------ 41,253 52,196 ====== ======
18 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued)
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S --Amounts falling due after more than one year Bank loans and overdrafts (see note 12)... 24,895 24,099 Obligations under finance leases (see note 13)...................................... 5,028 -- Series A Guaranteed Deep Discount Loan Note 1997 (12.89%)....................... 16,556 14,667 Series B Guaranteed Deep Discount Loan Note 1998 (12.36%)....................... 9,738 8,667 Unsecured subordinated loan stock (see note 14)................................. 26,973 27,542 ------ ------ 83,190 74,975 ====== ======
12. BANK LOANS AND OVERDRAFTS
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S Bank overdraft............................. 1,326 1,584 Term loan.................................. 33,135 35,358 ------ ------ 34,461 36,942 ====== ====== Wholly repayable by instalments: Due within one year...................... 9,566 12,843 Due between one and five years........... 24,895 24,099 ------ ------ 34,461 36,942 ====== ======
The Term Loan is repayable by instalments up to 5 years. The interest rate attaching to the loan is linked to the London Inter-Bank Offered Rate (LIBOR) plus a variable margin, limited to a maximum rate of 12.6% on the first (Pounds)36m. The average rate of interest charged to the profit and loss account is 12.19%. The Term Loan is secured and details of its security are outlined in note 23. 13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- Obligations under finance leases fall due as follows: Within one year........................... 431 -- Within two to five years.................. 2,623 -- Over five years........................... 2,405 -- ----- --- 5,459 -- ===== ===
19 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 13. OBLIGATIONS UNDER LEASES AND HIRE PURCHASE CONTRACTS (continued) Annual commitments under non-cancellable operating leases are as follows:
LAND AND BUILDINGS PLANT AND MACHINERY --------------------------------- ------------------------------------ 31 DECEMBER 1995 31 DECEMBER 1994 31 DECEMBER 31 1995 31 DECEMBER 1994 ---------------- ---------------- ------------------- ---------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S (Pounds)000'S ---------------- ---------------- ------------------- ---------------- Operating leases which expire: Within one year....... 17 73 573 -- Within two to five years................ 132 103 20 500 Over 5 years.......... 837 811 21 21 --- --- --- --- 986 987 614 521 === === === ===
14. LOAN STOCK
31 DECEMBER 1995 31 DECEMBER 1994 ---------------- ---------------- (Pounds)000'S (Pounds)000'S Repayable by instalments in more than five years: Unsecured subordinated loan stock......... 26,973 27,542 ====== ======
The unsecured subordinated loan stock is repayable in four equal annual instalments commencing on 7 November 1998. The rates of interest range from 9.4% to 18.8%, the latter rate becoming effective in respect of a proportion of the loan stock with effect from 1 July 1993 and to the entirety of the loan stock with effect from 1 January 1994. The average rate of interest charged to the profit and loss account is 16.5%. 15. PROVISION FOR LIABILITIES AND CHARGES
TAXATION COMPONENT INCLUDING OVERHAULS DEFERRED AND SELF TAXATION INSURED RISKS TOTAL ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S At 1 January 1994................. 2,051 12,591 14,642 Utilised during year.............. -- (5,607) (5,607) Charge for the year in the profit and loss account................. 2,320 5,014 7,334 ----- ------ ------ At 31 December 1994............... 4,371 11,998 16,369 Utilised during year.............. -- (3,501) (3,501) Charge for the year in the profit and loss account................. 2,910 3,735 6,645 ----- ------ ------ At 31 December 1995............... 7,281 12,232 19,513 ===== ====== ======
The amounts provided and not provided for deferred taxation are set out below:
31 DECEMBER 1995 31 DECEMBER 1994 --------------------------- --------------------------- PROVIDED UNPROVIDED PROVIDED UNPROVIDED ------------- ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S (Pounds)000'S Difference between accu- mulated depreciation and amortisation and capital allowances..... 10,002 -- 8,348 -- Corporation tax on chargeable gain rolled over................... 1,384 -- 1,041 -- Interest equalisation and other timing dif- ferences............... (4,105) -- (5,018) -- ------ ---- ------ ---- 7,281 -- 4,371 -- ====== ==== ====== ====
The amounts provided are for other short term timing differences. All liabilities for deferred taxation have been provided for. 20 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 16. SHARE CAPITAL
31 DECEMBER 31 DECEMBER ------------- ------------- 1995 1994 ---- ---- (Pounds)000'S (Pounds)000'S Authorised 90,000,000 "A' Ordinary shares of 5p each...... 4,500 4,500 90,000,000 "B' Ordinary shares of 5p each...... 4,500 4,500 20,000,000 "C' Ordinary shares of 5p each...... 1,000 1,000 ------ ------ 10,000 10,000 ====== ====== Allotted, called up and fully paid 90,000,000 "A' Ordinary shares of 5p each...... 4,500 4,500 90,000,000 "B' Ordinary shares of 5p each...... 4,500 4,500 20,000,000 "C' Ordinary shares of 5p each...... 1,000 1,000 ------ ------ 10,000 10,000 ====== ======
17. RESERVES
GOODWILL PROFIT WRITE-OFF SHARE PREMIUM AND LOSS RESERVE ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S At 1 January 1994................. 13,138 28,993 (110,467) Capitalization of shares for bonus issue............................ (9,800) -- -- Exchange adjustment............... -- (127) -- Profit for the year............... -- 8,618 -- Acquisition of subsidiary......... -- -- 6 ------ ------ -------- At 31 December 1994............... 3,338 37,484 (110,461) Exchange adjustment............... -- 6 -- Profit for the year............... -- 10,759 -- Acquisition of associate.......... -- -- (1,384) ------ ------ -------- At 31 December 1995............... 3,338 48,249 (111,845) ====== ====== ========
The balance on the "Goodwill Write-off Reserve" represents the cumulative goodwill written off to reserves on the acquisition of subsidiary and associate undertakings up to 31 December 1995. The Group share of associated companies' reserves included in the above is (Pounds)141,540. 21 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 18. NET CASH INFLOW FROM OPERATING ACTIVITIES
YEAR ENDED YEAR ENDED YEAR ENDED 31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993 ---------------- ---------------- ---------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Operating profit......... 23,538 22,099 35,758 Depreciation charge...... 5,706 5,361 11,010 Net (loss)/profit of associates and minorities.............. (119) (578) 6 Decrease/(increase) in stocks.................. 16 (619) 778 (Increase)/decrease in debtors................. (544) 1,575 2,147 Increase/(decrease) in creditors and provisions.............. 211 (3,469) 180 Exchange movement........ 20 (146) (2) ------ ------ ------ Net cash inflow from operating activities.... 28,828 24,223 49,877 ====== ====== ======
19. NET CASH FLOW FROM FINANCING
OBLIGATIONS UNDER LEASES AND HIRE SHARE CAPITAL PURCHASE (INCLUDING PREMIUM) LOANS CONTRACTS ------------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Balance at 1 January 1993... 13,356 137,407 -- Net cash outflow from fi- nancing during the year.... (18) (45,500) -- Movement on interest accruals................... -- 3,168 -- ------ ------- ----- Balance at 31 December 1993. 13,338 95,075 -- Net cash outflow from fi- nancing during the year.... -- (11,000) -- Movements on interest accruals................... -- 2,159 -- ------ ------- ----- Balance at 31 Decmeber 1994. 13,338 86,234 -- Inception of finance lease contracts.................. -- -- 6,244 Net cash outflows from financing during the year.. -- (2,000) -- Capital element of finance lease rental payments...... -- -- (785) Movement on interest accruals................... -- 2,168 -- ------ ------- ----- Balance at 31 December 1995. 13,338 86,402 5,459 ====== ======= =====
31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993 ---------------- ---------------- ---------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Loans comprise: Bank loans and overdraft due within one year..... 9,566 12,843 10,930 Less bank overdraft...... (1,326) (1,584) -- Creditors due after more than one year........... 78,162 74,975 84,145 ------ ------ ------ 86,402 86,234 95,075 ====== ====== ======
22 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 20. CASH AND CASH EQUIVALENTS Analysis of changes in cash and cash equivalents during the year:
31 DECEMBER 31 DECEMBER 31 DECEMBER 1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S Group Opening Balance.................. (1,584) 12,790 25,329 Net cash inflow/(outflow) before adjustments for the effect of foreign exchange rate changes... 258 (14,267) (12,456) Effect of foreign exchange rate changes......................... -- (107) (83) ------ ------- ------- Balance of cash at bank and in hand/(bank overdraft) at 31 December........................ (1,326) (1,584) 12,790 ====== ======= =======
21. CAPITAL COMMITMENTS
31 DECEMBER 31 DECEMBER 1995 1994 ------------- ------------- (Pounds)000'S (Pounds)000'S Group Contracted but not yet delivered................. 24 4,287 Authorised but not contracted.................... 842 1,934 --- ----- 866 6,221 === =====
22. OWN SHARES The Group set up an Employee Share Scheme shortly after the management buyout of the Group in November 1991 to enable employees to acquire shares in the Group. The shares are held on behalf of the participating employees by Bristow Nominees Limited, which acts at all times in accordance with the provisions of the Trust Deed and Rules of the Employee Share Scheme. The amount shown as "Own shares" under current assets in the balance sheet at 31 December 1995 of (Pounds)1,221,000 (at 31 December 1994--(Pounds)88,000) represents the outstanding loan to Bristow Nominees Limited used to finance the repurchase of shares from leavers at the prevailing valuation. The total number of "C" ordinary shares of 5p each held by Bristow Nominees Limited at 31 December 1995 was 13,190,000. 23. CONTINGENT LIABILITIES The Company is party to an agreement dated 7 November 1991, guaranteeing the obligations of the Company and its subsidiary undertakings and charging its undertakings and property as security for such guarantees or obligations which have arisen or may arise pursuant to the bank loans and overdrafts, revolving and guarantee facilities, provided to the Company and its subsidiary undertakings by National Westminister Bank plc., The Governor and Company of the Bank of Scotland and 3i Group plc. On 31 December 1995 the amount due under the revolving and guarantee facilities was (Pounds)1.9 million (1994-- (Pounds)3.0 million). 24. PENSION SCHEME The Group pension schemes commenced on 31 January 1992. Prior to this date employees were members of pension schemes operated by The Bricom Group Limited. Independent actuaries have confirmed that the schemes were fully funded at the date of transfer from the Bricom Group Schemes to the Bristow Group Schemes and established the contribution rates to be adopted. 23 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) The Group pension schemes provide benefits based on final pensionable earnings. The assets of the schemes are held in separate trustee administered funds and contributions are invested independently of the Group's assets. The schemes are of the defined benefit type funded by contributions partly from employees and partly from Group companies at rates determined by independent actuaries on the basis of triennial valuations. The last actuarial assessment of the schemes was at 31 March 1995 which showed the market value of the schemes assets was (Pounds)76.7m. The level of funding being the actuarial value of assets expressed as a percentage of the benefits accrued to members, after allowing for future salary increases, was 96.7% at 31 March 1995. On the preliminary advice of the actuary, the Group has increased the employers contributions by a further one percent from 1 April 1995 to commence the elimination of this deficit. The main actuarial assumptions used to determine the level of contributions are that the long term annual rate of return on investments would be 2.75% in excess of annual increases in pensionable earnings and 5.5% in excess of annual increases to pensions. The charge for providing pension benefit for the year to 31 December 1995 was (Pounds)3,859,429 (31 December 1994--(Pounds)3,905,353). 24 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 25. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS
COUNTRY OF INCORPORATION SHARES HELD SUBSIDIARY UNDERTAKINGS REGISTRATION CLASS % HELD ----------------------- ------------- ----------- ------ Bristow Aviation Ltd........................ England Ordinary 100 Bristow Helicopters Ltd..................... England Ordinary 100 5% Non- cumulative preference 100 Bristow Helicopters (Eastern) Ltd........... England Ordinary 100 Bristow Helicopters (International) Ltd..... England Ordinary 100 Preference 100 Bristow Helicopters Australia Pty. Ltd...... Australia Ordinary 49 Bristow Helicopters Inc..................... U.S.A. Ordinary Nil Non-voting 100 Bristow Helicopters Malaysia Sdn. Bhd....... Malaysia Ordinary 100 British Executive Air Services Ltd.......... England Ordinary 100 Bitsystem Ltd............................... England Ordinary 100 British Island Airways (Guernsey) Ltd....... Guernsey Ordinary 100 Caledonian Helicopters Ltd.................. England Ordinary 100 Helicopter Rentals Ltd...................... Bermuda Ordinary 100 Oxford Heli-Services Ltd.................... England Ordinary 100 PT Bristow Masayu Helicopters............... Indonesia Ordinary 80 Bristow Helicopters Singapore Pte. Ltd. .... Singapore Ordinary 100 United Helicopters Ltd...................... England Ordinary 100 Air Service Training Ltd.................... England Ordinary 100 Irish Helicopters Ltd Ireland Ordinary 51 ASSOCIATED UNDERTAKINGS ----------------------- Bristow Helicopters (Nigeria) Ltd........... Nigeria Ordinary 40 Bristow Caribbean Ltd....................... Trinidad Ordinary 40 Norsk Helikopter A.S........................ Norway Ordinary 49 Holitalia SpA............................... Italy Ordinary 33
All the companies in the Group provide services connected with air transport. 26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom ("UK GAAP") which differ in certain respects from those generally accepted in the United States ("US GAAP"). The significant areas of difference affecting the financial statements of Bristow Helicopter Group Limited are described below. (a) Goodwill Under UK GAAP Bristow sets off goodwill arising on consolidation directly against retained earnings in the year of acquisition. Under US GAAP, goodwill arising on consolidation is capitalised on the balance sheet and then amortized over its useful life. Having considered all the relevant factors, Bristow have determined the expected useful life of goodwill to be 25 years. 25 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 26. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued) (b) Deferred taxation Under UK GAAP Bristow provides for deferred taxation using the liability method on all material timing differences to the extent that it is considered probable that the liabilities will crystallise in the foreseeable future. Under US GAAP as set out in Statement of Financial Accounting Standards ("FAS") No 109 "Accounting for Income Taxes", deferred taxation is provided for all temporary differences on a full liability basis. (c) Pensions Under UK GAAP Bristow accounts for pension costs in accordance with Statement of Standard Accounting Practice (SSAP) 24 on a long-term basis, spreading the expected pension costs over the service lives of employees, using assumptions as advised by an independent actuary. Under US GAAP, in accordance with FAS 87, "Employers' Accounting for Pensions" the cost of providing pensions is attributed to periods of service in accordance with the benefit formulas underlying the pension plans. The resultant projected benefit obligation is matched against the current value of the underlying plan assets and any unrecognised actuarial gains and losses in determining the pension cost or credit for the year. (d) Own share Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees Limited used to finance the repurchase of shares from leavers as "Own shares" under current assets. Under US GAAP such loan would be presented as a reduction of shareholders' funds. (e) Statement of cash flows Under UK GAAP, cash flows are presented separately for operating activities, returns on investments and servicing of finance, taxation, investing activities and financing activities. Under US GAAP, cash flow activities are reported as operating activities, investing activities and financing activities. Cash flows from taxation and returns on investments and servicing of finance would, with the exception of dividends paid and cost of financing, be included as operating activities. The payment of dividends and cost of financing would be included under financing activities. Under UK GAAP, cash and cash equivalents include bank loans and overdrafts repayable within three months from the date of the advance. Under US GAAP such cash flow activities are included under financing activities. 26 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) 27. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED KINGDOM AND THE UNITED STATES. The approximate effects of the differences between UK GAAP and US GAAP on net income and shareholders' funds are as follows:
YEAR ENDED 31 DECEMBER ----------------------------------------- 1995 1994 1993 ------------- ------------- ------------- (Pounds)000'S (Pounds)000'S (Pounds)000'S ------------- ------------- ------------- NET INCOME As reported in accordance with UK GAAP.............................. 10,759 8,618 19,579 Items increasing/(decreasing) net income Amortisation of goodwill........... (4,539) (4,539) (4,539) Pensions........................... 653 (300) (200) Deferred taxation.................. (215) 99 66 ------ ------ ------ Net income in accordance with US GAAP.............................. 6,658 3,878 14,906 ====== ====== ======
AS AT 31 DECEMBER ---------------- 1995 1994 ------- ------- SHAREHOLDERS' FUNDS As reported in accordance with UK GAAP...................... (50,258) (59,639) Items increasing/(decreasing) shareholders' funds........... Capitalisation of goodwill.................................. 95,954 99,109 Pensions.................................................... (4,547) (5,200) Deferred taxation........................................... 1,501 1,716 Own shares.................................................. (1,221) (88) ------- ------- Shareholders' funds in accordance with US GAAP.............. 41,429 35,898 ======= =======
27 BRISTOW HELICOPTER GROUP LIMITED UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
9 MONTHS ENDED 9 MONTHS ENDED 30 SEPTEMBER 96 30 SEPTEMBER 95 --------------- --------------- (Pounds)000'S (Pounds)000'S TURNOVER....................................... 119,243 106,867 -------- ------- Other operating income....................... 102 68 Raw materials and consumables................ (35,426) (28,748) Staff costs.................................. (41,026) (38,668) Depreciation................................. (4,444) (4,125) Other operating charges...................... (20,575) (17,679) -------- ------- OPERATING COSTS................................ (101,369) (89,152) -------- ------- OPERATING PROFIT............................... 17,874 17,715 Profit on disposal of fixed assets........... 1,359 5,950 -------- ------- PROFIT ON ORDINARY ACTIVITIES BEFORE INTEREST AND INVESTMENT RETURNS........................ 19,233 23,665 Loss from interests in associated undertakings................................ 62 (345) Amounts written off investments.............. (409) (518) Other interest receivable and similar income. 591 127 Interest payable and similar charges......... (9,441) (9,876) -------- ------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION.. 10,036 13,053 Tax on profit on ordinary activities......... (3,436) (4,307) -------- ------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION... 6,600 8,746 Minority interest............................ -- -- -------- ------- RETAINED PROFIT FOR THE FINANCIAL YEAR......... 6,600 8,746 ======== =======
The turnover and profit were derived from continuing operations. 28 BRISTOW HELICOPTER GROUP LIMITED UNAUDITED CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 1996 AND 31 DECEMBER 1995
30 SEPTEMBER 1996 31 DECEMBER 1995 ----------------- ---------------- (Pounds)000'S (Pounds)000'S FIXED ASSETS Tangible assets......... 58,074 60,986 Investments............. 1,300 1,223 -------- -------- 59,374 62,209 -------- -------- CURRENT ASSETS Stocks.................. 5,628 5,464 Debtors................. 31,484 24,858 Cash at bank and in hand................... 2,860 -- Own shares.............. 2,919 1,221 -------- -------- 42,891 31,543 CREDITORS: AMOUNTS DUE WITHIN ONE YEAR.......... (48,646) (41,253) -------- -------- NET CURRENT LIABILITIES... (5,755) (9,710) -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES.............. 53,619 52,499 Creditors: Amounts due after one year......... (79,480) (83,190) Provision for liabilities and charges................ (17,444) (19,513) -------- -------- NET ASSETS................ (43,305) (50,204) ======== ======== CAPITAL AND RESERVES Called up share capital. 10,000 10,000 Share premium account... 3,338 3,338 Goodwill write-off re- serve.................. (111,492) (111,845) Profit and loss account. 54,849 48,249 -------- -------- SHAREHOLDERS' FUNDS....... (43,305) (50,258) Minority interest....... -- 54 -------- -------- (43,305) (50,204) ======== ========
29 BRISTOW HELICOPTER GROUP LIMITED UNAUDITED CONSOLIDATED CASH FLOW STATEMENT PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
9 MONTHS ENDED 9 MONTHS ENDED 30 SEPTEMBER 1996 30 SEPTEMBER 1995 ----------------- ----------------- (Pounds)000'S (Pounds)000'S NET CASHFLOW FROM OPERATING ACTIVITIES..... 17,007 21,795 ------ ------ RETURN ON INVESTMENT AND SERVICING OF FI- NANCE Interest received........................ 591 127 Interest paid............................ (7,361) (8,494) Interest element of finance lease rental payments................................ (250) (195) ------ ------ NET CASH OUTFLOW FROM RETURNS ON INVESTMENT AND SERVICING OF FINANCE................... (7,020) (8,562) TAXATION................................... UK corporation tax paid.................. (191) (7,922) Overseas taxation paid................... (1,403) (1,452) ------ ------ TAX PAID................................... (1,594) (9,374) INVESTING ACTIVITIES Purchase of tangible fixed assets........ (1,818) (3,733) Purchase of investment................... -- (2,123) Aircraft disposal proceeds............... 1,682 6,447 Sale of other tangible fixed assets...... 250 100 ------ ------ NET CASH INFLOW FROM INVESTING ACTIVITIES.. 114 691 ------ ------ NET CASH INFLOW BEFORE FINANCING........... 8,507 4,550 FINANCING Amounts repaid on borrowings............. (4,000) (2,000) Repayment of capital element of finance lease rentals........................... (321) (679) ------ ------ NET CASH OUTFLOW FROM FINANCING............ (4,321) (2,679) INCREASE IN CASH AND CASH EQUIVALENTS...... 4,186 1,871 ====== ======
30 BRISTOW HELICOPTER GROUP LIMITED NOTES (forming part of the financial statements) 1. BASIS OF PRESENTATION The accompanying interim consolidated financial statements of Bristow Helicopter Group Limited as at 30 September 1996 and 31 December 1995 and for the nine months ended 30 September 1996 and 1995 are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included therein. The results of these interim periods are not necessarily indicative of results for the year. For the purposes of these consolidated interim financial statements, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United Kingdom have been omitted. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto as at and for the year ended 31 December 1995. 2. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES The financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom ("UK GAAP") which differ in certain respects from those generally accepted in the United States ("US GAAP"). The significant differences are described below. (a) Goodwill Under UK GAAP Bristow sets off goodwill arising on consolidation directly against retained earnings in the year of acquisition. Under US GAAP, goodwill arising on consolidation is capitalized on the balance sheet and then amortised over its useful life. Having considered all the relevant factors, Bristow have determined the expected useful life of goodwill to be 25 years. (b) Deferred taxation Under UK GAAP Bristow provides for deferred taxation using the liability method on all material timing difference to the extent that it is considered probable that the liabilities will crystallise in the forseeable future. Under US GAAP, as set out in Statement of Financial Accounting Standards ("FAS") No 109 "Accounting for Income Taxes", deferred taxation is provided for all temporary differences on a full liability basis. (c) Pensions Under UK GAAP Bristow accounts for pension costs on a long-term basis, spreading the expected pension costs over the service lives of employees, using assumptions as advised by an independent actuary. Under US GAAP, in accordance with FAS 87, "Employers' Accounting for Pensions," the cost of providing pensions is attributed to periods of service in accordance with the benefit formulas underlying the pension plans. The resultant projected benefit obligation is matched against the current value of the underlying plan assets and any unrecognised actuarial gains and losses in determining the pension cost or credit for the year. (d) Own share Under UK GAAP Bristow presents the outstanding loan to Bristow Nominees Limited used to finance the repurchase of shares from leavers as "Own shares" under current assets. Under US GAAP such loan would be presented as a reduction of shareholders' funds. 31 BRISTOW HELICOPTER GROUP LIMITED NOTES (continued) (e) Statement of cash flows Under UK GAAP, cash flows are presented separately for operating activities, returns on investments and servicing of finance, taxation, investing activities and financing activities. Under US GAAP, cash flow activities are reported as operating activities, investing activities and financing activities. Cash flows from taxation and returns on investments and servicing of finance would, with the exception of dividends paid and cost of financing, be included as operating activities. The payment of dividends and cost of financing would be included under financing activities. Under UK GAAP, cash and cash equivalents include bank loans and overdrafts repayable within three months from the date of the advance. Under US GAAP such cash flow activities are included under financing activities. 3. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED KINGDOM AND THE UNITED STATES The approximate effects of the differences between UK GAAP and US GAAP on net income and shareholders' funds is as follows:
NINE MONTHS ENDED 30 SEPTEMBER --------------------------- 1996 1995 ------------- ------------- (Pounds)000'S (Pounds)000'S NET INCOME As reported in accordance with UK GAAP........... 6,600 8,746 Items increasing/(decreasing) net income......... Amortisation of goodwill......................... (3,404) (3,404) Pensions......................................... 477 490 Deferred taxation................................ (157) (162) ------- ------- Net income in accordance with US GAAP............ 3,516 5,670 ======= ======= AS AT --------------------------- SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------- SHAREHOLDERS' FUNDS As reported in accordance with UK GAAP........... (43,305) (50,258) Items increasing/(decreasing) shareholders' funds........................................... Capitalisation of goodwill....................... 92,197 94,954 Pensions......................................... (4,070) (4,547) Deferred taxation................................ 1,344 1,501 Own Shares....................................... (2,919) (1,221) ------- ------- Shareholders' funds in accordance with US GAAP... 43,247 41,429 ======= =======
32 ANNEX B 33 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial information is derived from the historical financial statements of OLOG and Bristow and certain assumptions deemed appropriate by the Company. The Unaudited Pro Forma Condensed Consolidated Statements of Income for the 12 months ended June 30, 1996 and the three months ended September 30, 1996 reflects (i) the Bristow Transaction and (ii) the issuance of the Notes and the application of the net proceeds therefrom, as if such transactions had occurred on July 1, 1995. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1996 reflects such transactions as if they had occurred on September 30, 1996. The Unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the notes thereto and the historical financial statements of OLOG, including the notes thereto, included in the Company's Form 10-K and the historical financial statements of Bristow, including the notes thereto, included elsewhere herein. The pro forma adjustments to give effect to the various events described above are based upon currently available information and upon certain assumptions that management believes are reasonable. Bristow's historical financial data included in these pro forma statements have been restated to conform with U.S. GAAP. For a discussion of the principal differences between U.K. and U.S. GAAP, see Notes 26 and 27 to Bristow's Consolidated Financial Statements. The Bristow Transaction will be accounted for by the Company under the purchase method of accounting and the assets and liabilities of Bristow will be recorded at their estimated fair market values at the date of acquisition. The adjustments included in the Unaudited Pro Forma Combined Financial Statements reflect the Company's preliminary determination of these adjustments based upon available information. There can be no assurance that the actual adjustments will not vary significantly from the estimated adjustments reflected in the Unaudited Pro Forma Condensed Consolidated Financial Statements. Bristow's September 30, 1996 historical balance sheet was translated from British Pounds Sterling to U.S. Dollars using the exchange rate on that date of 1.5634. The income statements for the three months ended September 30, 1996 and 12 months ended June 30, 1996 were translated using a weighted average exchange rate of 1.5547 and 1.5475, respectively. The Unaudited Pro Forma Condensed Consolidated Financial Statements do not purport to be indicative of the financial position or results of operations that would actually have occurred if the transactions described had occurred as presented in such statements or that may be obtained in the future. In addition, future results may vary significantly from the results reflected in such statements due to general economic conditions, oil and gas commodity prices, the demand and prices for oil and gas related offshore transportation services, increases in the number of helicopters available for service, the exchange rate between U.S. Dollars and British Pounds Sterling, and several other factors, many of which are beyond the Company's control. 34 OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS)
AS OF SEPTEMBER 30, 1996 --------------------------- PRO OLOG BRISTOW ADJUSTMENTS FORMA ------------ ------------- ----------- -------- ASSETS Current Assets: Cash, cash equivalents and investment in marketable securities... $ 85,194 $ 4,471 $(65,492)(a) $ 24,173 Restricted cash investment.............. -- -- 7,662 (b) 7,662 Accounts receivable...... 29,662 49,222 -- 78,884 Inventories.............. 26,896 8,799 31,268 (c) 66,963 Prepaid expenses......... 932 -- -- 932 -------- --------- -------- -------- Total current assets... 142,684 62,492 (26,562) 178,614 Investments in unconsolidated entities... 8,783 2,032 -- 10,815 Property and equipment--at cost: Land and buildings....... 2,977 21,901 -- 24,878 Aircraft and equipment... 136,755 314,944 (40,152)(d) 411,547 -------- --------- -------- -------- 139,732 336,845 (40,152) 436,425 Less: Accumulated depreciation and amortization............ (66,334) (246,052) 246,052 (d) (66,334) -------- --------- -------- -------- 73,398 90,793 205,900 370,091 Other assets, primarily goodwill.................. 24,089 144,141 (62,230)(e) 106,000 -------- --------- -------- -------- $248,954 $ 299,458 $117,108 $665,520 ======== ========= ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable......... $ 3,476 $ 61,981 $ -- $ 65,457 Accrued liabilities...... 10,902 -- -- 10,902 Current maturities of long-term debt.......... 4,850 14,071 767 (f) 19,688 -------- --------- -------- -------- Total current liabilities........... 19,228 76,052 767 96,047 -------- --------- -------- -------- Long-term debt, less current maturities........ 750 124,259 90,524 (f) 215,533 Deferred credits........... 1,865 22,378 (22,378)(g) 1,865 Deferred taxes............. 20,518 9,157 88,678 (h) 118,353 Minority interest.......... 1,043 -- 7,973 (i) 9,016 Stockholders' equity: Common stock............. 195 15,634 (15,620) 209 Additional paid in capital................. 95,946 655 18,487 115,088 Retained earnings........ 109,409 51,323 (51,323) 109,409 -------- --------- -------- -------- 205,550 67,612 (48,456)(j) 224,706 -------- --------- -------- -------- Total liabilities and stockholders' equity.. $248,954 $ 299,458 $117,108 $665,520 ======== ========= ======== ========
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements and the historical financial statements of Bristow, including the notes thereto. 35 OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
12 MONTHS ENDED JUNE 30, 1996 --------------------- OLOG BRISTOW ADJUSTMENTS PRO FORMA --------- ------- ----------- --------- Gross Revenue: Operating revenue........... $156,766 $237,198 $ -- $393,964 Gain (loss) on disposal of equipment.................. (537) 398 -- (139) -------- -------- ------- -------- 156,229 237,596 -- 393,825 -------- -------- ------- -------- Operating Expenses: Direct cost................. 120,594 149,109 511 (k) 270,214 Depreciation and amortization............... 9,230 16,295 2,653 (l) 28,178 General and administrative.. 12,278 41,301 -- 53,579 -------- -------- ------- -------- 142,102 206,705 3,164 351,971 -------- -------- ------- -------- Operating Income............. 14,127 30,891 (3,164) 41,854 Earnings from unconsolidated entities.................... 4,056 (654) -- 3,402 Interest and other income (expense)................... 4,055 735 (3,412)(m) 1,378 Interest expense............. 779 20,102 (1,506)(n) 19,375 -------- -------- ------- -------- Income Before Provision for Income Taxes................ 21,459 10,870 (5,070) 27,259 Provision for income taxes... 6,219 6,029 (3,221)(o) 9,027 (Income) Loss of minority interest.................... 36 -- (947)(p) (911) -------- -------- ------- -------- Net Income................... $ 15,276 $ 4,841 $(2,796) $ 17,321 ======== ======== ======= ======== Earnings per common share Primary..................... $ 0.77 .02 $ 0.82 Fully diluted............... $ 0.77 .02 $ 0.82 Weighted average shares outstanding Primary..................... 19,767 200,000 21,141 (q) Fully diluted............... 19,767 200,000 21,141 QUARTER ENDED SEPTEMBER 30, 1996 --------------------- OLOG BRISTOW ADJUSTMENTS PRO FORMA --------- ---------- ----------- --------- Gross Revenue: Operating revenue........... $ 41,986 $ 62,765 $ -- $104,751 Gain (loss) on disposal of equipment.................. 231 1,911 -- 2,142 -------- -------- ------- -------- 42,217 64,676 -- 106,893 -------- -------- ------- -------- Operating Expenses: Direct cost................. 30,217 40,237 247 (k) 70,701 Depreciation and amortization............... 2,435 3,975 666 (l) 7,076 General and administrative.. 3,190 10,135 -- 13,325 -------- -------- ------- -------- 35,842 54,347 913 91,102 -------- -------- ------- -------- Operating Income ............ 6,375 10,329 (913) 15,791 Earnings (losses) from unconsolidated entities..... 1,255 (538) -- 717 Interest and other income (expense)................... 1,102 375 (913)(m) 564 Interest expense............. 139 4,830 (413)(n) 4,556 -------- -------- ------- -------- Income Before Provision for Income Taxes................ 8,593 5,336 (1,413) 12,516 Provision for income taxes... 2,750 2,410 (814)(o) 4,346 (Income) Loss of minority interest.................... 12 -- (238)(p) (226) -------- -------- ------- -------- Net Income................... $ 5,855 $ 2,926 $ (837) $ 7,944 ======== ======== ======= ======== Earnings per common share Primary..................... $ 0.30 $ 0.01 $ 0.38 Fully diluted............... $ 0.30 $ 0.01 $ 0.35 Weighted average shares outstanding Primary..................... 19,765 200,000 21,139 (q) Fully diluted............... 19,765 200,000 24,967
See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Statements and the historical financial statements of OLOG and Bristow, including the notes thereto. 36 OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following notes set forth the assumption used in preparing the Unaudited Pro Forma Condensed Consolidated Financial Statements. The pro forma adjustments are based on estimates made by the Company's management using information currently available. The adjustments to the accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet are described below. a. To record existing OLOG cash used to finance a portion of the Bristow Transaction. b. To record the cash investment to secure the Caledonia put option. c. To record a write-up of Bristow's inventory to fair value. d. To record the write-off of Bristow's existing accumulated depreciation and to record the write-up of Bristow's fixed assets to fair value. e. To record the write-off of Bristow's existing goodwill and to record the goodwill associated with the Bristow Transaction. f. To record the issuance of $87.5 million of the Notes, the write-up of assumed Bristow debt with higher than market interest rates to fair value ($6.7 million), the obligation for Newco management fees payable to Caledonia ($4.9 million) and the elimination of certain Bristow subordinated debt acquired by OLOG. g. To eliminate Bristow's accrued maintenance and repairs provision given the write-up of fixed assets to fair value and to eliminate Bristow's pension liability as the fair value of the plan assets approximates the actual liability of pension obligation. h. To record recognition of deferred taxes for the pro forma adjustments except for the goodwill recorded, and to adjust Bristow's existing deferred tax assets. i. To record the interest in Bristow held by Caledonia and the EU Investor as specified in the put/call options between OLOG, Caledonia and the EU Investor. j. To record the issuance of 1,374,000 OLOG shares and to adjust and eliminate Bristow's stockholders' equity. The adjustments to the accompanying Unaudited Pro Forma Condensed Consolidated Statements of Income are described below. k. To adjust the maintenance and repairs provision and pension expense of Bristow. l. To record the incremental depreciation and amortization related to the stepped up basis of fixed assets and goodwill. Fixed assets of Bristow will be depreciated over 10 to 15 years with residual values of 30% to 50%. Goodwill and transaction costs will be amortized over 30 years. m. To record reduced interest income as a result of the use of OLOG's existing cash equivalent balances to finance a portion of the Bristow Transaction. n. To record interest expense adjustments related to the Notes offering at an assumed annual interest rate of 6%, certain subordinated debt held by U.K. institutional investors to be acquired by OLOG in the Bristow Transaction, the restatement of certain assumed debt to reflect market interest rates and amortization of deferred debt issuance costs related to the Notes over the term of the Notes (ten years). o. To record the tax effect of the income statement adjustments (at 33% for applicable Bristow adjustments and 34% for applicable OLOG adjustments). p. To record the minority interest accruals at 12% as specified in the call arrangements between OLOG, Caledonia and the EU Investor. q. The pro forma weighted average shares outstanding includes the issuance of 1,374,000 of OLOG shares. 37 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 2(1) Master Agreement dated December 12, 1996
EX-2.(1) 2 MASTER AGREEMENT DATED 12TH DECEMBER 1996 ----------------------------------------------------- (1) MORGAN GRENFELL DEVELOPMENT CAPITAL NOMINEES LIMITED A/C MGCP AND OTHERS -and- (2) STEPHEN WILLIAM PALFRAMAN AND OTHERS -and- (3) OFFSHORE LOGISTICS, INC. AND OFFSHORE LOGISTICS INTERNATIONAL, INC. -and- (4) CALEDONIA INVESTMENTS PLC AND CALEDONIA INDUSTRIAL & SERVICES LIMITED -and- (5) MR ANDREAS K L UGLAND -and- (6) BRISTOW AVIATION HOLDINGS LIMITED CONFORMED COPY ----------------------------------------------------- MASTER AGREEMENT ----------------------------------------------------- HEBERT SMITH Exchange House Primrose Street London EC2A2HS Tel: 0171 374-8000 Fax: 0171 496-0043 Ref: 223/432/30576235 TABLE OF CONTENTS CLAUSE HEADINGS PAGE 1. INTERPRETATION...........................................1 2. CONDITION................................................7 3. SALE AND PURCHASE........................................7 4. DEFAULT UNDER CLAUSE 3...................................8 5. WARRANTIES...............................................9 6. LIMITATIONS ON LIABILITY UNDER THE WARRANTIES...........10 7. ANNOUNCEMENTS...........................................11 8. ASSIGNMENT..............................................11 9. ENTIRE AGREEMENT........................................11 10. FURTHER ASSURANCE.......................................11 11. COSTS...................................................11 12. NOTICES.................................................12 13. COUNTERPARTS............................................13 14. GENERAL.................................................13 15. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS......14 SCHEDULE 1 PART I: MGDC Vendors...................................15 PART II: Management Vendors.............................17 PART III: Loan Stock Vendor(s)..........................18 SCHEDULE 2 STAGE ONE....................................................19 SCHEDULE 3 STAGE TWO....................................................21 SCHEDULE 4 STAGE THREE..................................................24 SCHEDULE 5 STAGE FOUR...................................................25 SCHEDULE 6 STAGE FIVE...................................................28 SCHEDULE 7 STAGE SIX....................................................31 SCHEDULE 8 STAGE SEVEN..................................................33 SCHEDULE 9..............................................................34 PART I: Management Vendors Warranties...................34 PART II: Specific Vendor Warranties.....................40 PART III OLOG Warranties................................41 SCHEDULE 10 LIMITATIONS ON LIABILITY UNDER THE WARRANTIES...............42 SCHEDULE 11.............................................................45 PART I: Details of the Company..........................45 PART II: Details of the Subsidiaries....................46 PART III: Details of the Associated Companies...........72 ANNEXURES 'A' BHGL C Directors Consent 'B' BHGL Resolution 'C' Bristow Board Minutes 'D' Bristow Resolution 'E' Caledonia Registration Rights Agreement 'F' Letter of Undertaking 'G' Debenture 'H' Guarantee 'I' Loan Stock Resolution 'J' New Articles 'K' Parent Guarantee 'L' Properties 'M' Registration Rights Agreement 'N' Stock Instrument 'O' Subordination Agreement 'P' Supplemental Letter Agreement THIS AGREEMENT is made on 12th December 1996 BETWEEN: (1) MORGAN GRENFELL DEVELOPMENT CAPITAL NOMINEES LIMITED A/C MGCP AND THOSE PERSONS whose names and addresses are set out in Part 1 of Schedule 1 ("MGDC VENDORS" and severally an "MGDC VENDOR"); (2) STEPHEN WILLIAM PALFRAMAN AND THOSE PERSONS whose names and addresses are set out in Part II of Schedule 1 (the "MANAGEMENT VENDORS" and severally a "MANAGEMENT VENDOR"); (3) OFFSHORE LOGISTICS, INC. a Delaware corporation whose address is at 224 Rue de Jean, Post Office Box 5C, Lafayette, Louisiana 70505, USA ("OLOG") and OFFSHORE LOGISTICS INTERNATIONAL, INC. a Panamanian corporation whose address is at 224 Rue de Jean, Post Office Box 5C, Lafayette, Louisiana 70505, USA ("OLII"); (4) CALEDONIA INVESTMENTS PLC, a company incorporated in England and Wales with registered number 235481 and whose registered office is at Cayzer House, 1 Thomas More Street, London E1 9AR ("CALEDONIA") and CALEDONIA INDUSTRIAL & SERVICES LIMITED a company incorporated in England and Wales with registered number 3143101 and whose address is at Cayzer House, 1 Thomas More Street, London E1 9AR ("CIS"); (5) MR ANDREAS K L UGLAND OF PO Box 308, Storgaten 90, N-4891, Grimstad, Norway ("MR UGLAND"); and (6) BRISTOW AVIATION HOLDINGS LIMITED, a company incorporated in England and Wales with registered number 3234500 and whose registered office is at Redhill Aerodrome, Redhill, Surrey RH1 5JZ ("BRISTOW"). IT IS AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement and in the Schedules the following definitions are used: "A SHARES" means issued a US dollar convertible ordinary shares of us$0.00001 each in the capital of the Company; "ACCOUNTS" means the audited consolidated balance sheet of the Company and the Subsidiaries as at the Accounts Date and the audited consolidated profit and loss account of the Company and the Subsidiaries in respect of the accounting reference period ended on the Accounts Date; "ACCOUNTS DATE" means 31 December, 1995; "ARTICLES" means the articles of association of the Company on the date of this Agreement; 1 "ASSOCIATED COMPANIES" means those companies in which the Company holds less than 50% but more than 20% of the rights to attend and vote at general meeting details of which are set out in Part III of Schedule 11; "B SHARES" means issued B US dollar convertible ordinary shares of US$0.00001 each in the capital of the Company; "BHGL LOAN STOCK" means (pounds)5,016,317 in principal amount of subordinated unsecured loan stock of the Company constituted by the BHGL Loan Stock Instrument; "BHGL C DIRECTORS CONSENT" means the written consent of the C directors of the Company pursuant to the Articles in the agreed form annexed hereto marked "A"; "BHGL LOAN STOCK INSTRUMENT" means the instrument constituting the BHGL Loan Stock dated 7th November 1991; "BHGL RESOLUTION" means the written resolution in the agreed form annexed hereto marked "B" of the shareholders of the Company to: (1) waive any pre-emption rights under the Articles; (2) disapply any requirement to make a general offer; and (3) approve certain amendments to the Schedule thereto in connection with the operation of the Ratchet thereunder; "BRISTOW'S ACCOUNT" means the account of Bristow with HSBC Investment Bank plc, 10 Queen Street Place, London EC4R 1BL account no: 38337289 (FAO Bristow Aviation Holdings Limited) and Sort Code 40-52-39; "BRISTOW BOARD MINUTES" means the minutes of the board meeting of Bristow to be held at stage three in the agreed form annexed hereto marked "C"; "BRISTOW RESOLUTION" means the resolution in the agreed form annexed hereto marked "D" of the shareholders of Bristow to, inter alia; (1) increase the authorised share capital of Bristow to (Pounds)10,000,000 ordinary shares of (Pounds)1 each; (2) redesignate the authorised share capital of Bristow as 4,900,000 New A Shares, 4,900,000 New B Shares and 200,000 New C Shares; and (3) conditionally upon Completion, adopt the New Articles as the new articles of association of Bristow; "BUSINESS DAY" means a day (not being a Saturday) on which banks are open for general banking business in the City of London; "C SHARES" means issued C US dollar convertible ordinary shares of US$0.00001 each in the capital of the Company; 2 "CALEDONIA GROUP" means Caledonia and any holding company, subsidiary or subsidiary undertaking of Caledonia and any subsidiary or subsidiary undertaking of such holding company (but excluding for the avoidance of doubt any member of the group) and the expression "THAT SHAREHOLDER'S GROUP" has a corresponding meaning; "CALEDONIA'S ACCOUNT" means the account of Caledonia with HSBC Investment Bank plc, 10 Queen Street Place, London EC4R 1BL, Account No: 38337289 (FAO Caledonia Industrial & Services Limited) and Sort Code: 40-52-39; "CALEDONIA REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement between CIS (1) and OLOG (2) in the agreed form annexed hereto marked 'E'; "COMPANIES ACT" means the Companies Act 1985; "COMPANY" means Bristow Helicopter Group Limited a company registered in England and Wales with registered number 2641653 further particulars of which are set out in Part 1 of Schedule 11; "COMPLETION" means completion of Stage Seven; "COMPLETION DATE" means the date on which Completion occurs; "CONDITION" means the condition set out in Clause 2; "DEBENTURE" means the debenture between Bristow (1) and National Westminster Bank plc as security trustee (2) in the agreed form annexed hereto marked 'G'; "DEFERRED SHARES" means issued Deferred Shares of 5p each in the capital of the Company; "DICKSON MINTO" means Dickson Minto of Royal London House 22/25 Finsbury Square, London EC2A 1DS; "DICKSON MINTO'S ACCOUNT" means the account of Dickson Minto with HSBC Investment Bank plc, 10 Queen Street Place, London EC4R 1BL Account No: 38337289 (FAO Dickson Minto W.S.: BHGL Vendors) and Sort Code 40-52-39; "DOLLAR DEFERRED SHARES" means the US dollar deferred shares of US$0.00001 each in the capital of the Company in issue following the operation of the Ratchet; "ENCUMBRANCES" means any option, charge, lien, equity, rights of pre- emption or any other third party rights or encumbrances; "ENVIRONMENT" means the natural and man-made environment and all or any of the following media namely air water and land including air within buildings and air within other natural or man-made structures above or below ground; "ENVIRONMENTAL LAW" means all laws regulations directives statutes subordinate legislation common law and other national and local laws all judgments orders instructions or awards of any court or competent authority and all codes of practice and guidance notes which relate to the Environment or human health or the health of 3 animals or plants including the Environmental Protection Act 1990 the Environment Act 1995 the Planning (Hazardous Substances) Act 1990 the Water Resources Act 1991 the Water Industry Act 1991 the control of Pollution Act 1974 the Clean Air Acts the Control of Industrial Major Accident Hazards Regulations 1984 and the Control of Substances Hazardous to Health Regulations 1988; "FIRST DISCLOSURE LETTER" means the letter from Dickson Minto to Herbert Smith containing disclosures against the Warranties set out in Part 1 of Schedule 9 delivered immediately prior to the coming into effect of this Agreement and which expression includes the annexures thereto; "FRESHFIELDS" means Freshfields of Whitefriars, 65 Fleet Street, London EC4Y 1HS; "GROUP" means the Company, the Subsidiaries and the Associated Companies; "GUARANTEE" means the deed of guarantee between Bristow (1) and National Westminster Bank plc as security trustee (2) in the agreed form annexed hereto marked "H"; "HERBERT SMITH" means Herbert Smith of Exchange House, Primrose Street, London EC2A 2HS; "INDIVIDUAL MANAGERS" means the Management Vendors other than Bristow Nominees Limited; "LOAN STOCK RESOLUTION" means the written resolution in the agreed form annexed hereto marked "I" to amend the terms of the BHGL Loan Stock Instrument; "LOAN STOCK VENDORS" means the holders of the BHGL Loan Stock whose names are set out in Part III of Schedule 1; "MANAGEMENT ACCOUNTS" means the consolidated monthly management accounts of the Company and the Subsidiaries for the period from the Accounts Date to the Management Accounts Date; "MANAGEMENT ACCOUNTS DATE" means 30th September 1996; "NASDAQ" means National Association of Securities Dealers Automated Quotation System; "NEW ARTICLES" means the new articles of association of Bristow in the agreed form annexed hereto marked "J"; "NEW A SHARES" means the 4,900,000 A ordinary shares of (Pounds)1 each in the capital oF Bristow; "NEW B SHARES" means the 4,900,000 B ordinary shares of (Pounds)1 each in the capital of Bristow; "NEW C SHARES" means the 200,000 C ordinary shares of (Pounds)1 each in the capital of Bristow; 4 "OLOG'S ACCOUNT" means the account of OLOG with HSBC Investment Bank plc, 10 Queen Street Place, London EC4R 1BL Account No: 38337289 (FAO Offshore Logistics, Inc., and Sort Code: 40-52-39; "OLOG COMMON STOCK" means shares of common stock of $1 par value in the capital of OLOG; "OLOG GROUP" means OLOG and any holding company, subsidiary or subsidiary undertaking of OLOG and any subsidiary or subsidiary undertaking of such holding company and the expression "THAT SHAREHOLDER'S GROUP" shall have a corresponding meaning; "OLOG LOAN STOCK" means $98,000,000 convertible subordinated notes due 2003 of OLOG constituted by an indenture to be entered into between OLOG and Fleet National Bank (as trustee) prior to Completion; "PARENT GUARANTEE" means a guarantee between Bristow (1), Caledonia and CIS (2) and OLOG and OLII (3), in the agreed form annexed hereto marked "K"; "PROPERTIES" means the English leasehold properties of the Group listed in Annexure "L"; "RATCHET" means the conversion of certain A Shares and B Shares into New Deferred Shares pursuant to the Schedule to the Articles as amended by the passing of the BHGL Resolution; "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement between OLOG (1), Jefferies & Company Inc. (2), Simmons & Company International (3) and Johnson Rice & Company L.L.C. (4) in the agreed form annexed hereto marked "M"; "SECOND DISCLOSURE LETTER" means the letter from Dickson Minto to Herbert Smith containing disclosures against the Warranties set out in Part 1 of Schedule 9 delivered immediately prior to Completion and which expression includes the annexures thereto; "SHARES" means the A shares, the B shares and the C shares; "SHAREHOLDERS AGREEMENT" means the shareholders agreement of even date between OLOG and OLII (1), Caledonia and CIS (2), Mr. Ugland (3), Bristow (4) and the Company (5); "STAGE ONE" has the meaning set out in Clause 3.1; "STAGE TWO" has the meaning set out in Clause 3.2; "STAGE THREE" has the meaning set out in Clause 3.3; "STAGE FOUR" has the meaning set out in Clause 3.4; "STAGE FIVE" has the meaning set out in Clause 3.5; "STAGE SIX" has the meaning set out in Clause 3.6; "STAGE SEVEN" has the meaning set out in Clause 3.7; 5 "STOCK" MEANS (Pounds)91,000,000 in principal amount of 13.5 per cent subordinated unsecured loan stock of Bristow constituted by the Stock Instrument; "STOCK INSTRUMENT" means the instrument constituting the Stock in the agreed form annexed hereto marked "N"; "SUBORDINATION AGREEMENT" means the subordination agreement between Bristow (1), OLOG and OLII (2), Caledonia and CIS (3) and National Westminster Bank plc as security trustee (4), in the agreed form annexed hereto marked "O"; "SUBSIDIARIES" means those subsidiaries and subsidiary undertakings of the Company, details of which are set out in Part II of Schedule 11; "SUPPLEMENTAL LETTER AGREEMENT" means the supplemental letter agreement between OLOG (1) and Caledonia (2), in the agreed form annexed hereto marked "P"; "TAXATION" OR "TAX" means all forms of tax, duty, rates, levy or other imposition whenever and by whatever authority imposed and whether in the United Kingdom or elsewhere; "TAXES ACT" means the Income and Corporation Taxes act 1988; "TAX WARRANTY" means that warranty set out in paragraph 1.2.3 of Schedule 9; "TCGA" means the Taxation of Chargeable Gains Act 1992; "VENDORS" means the MDGC Vendors, the Management Vendors, the Loan Stock Vendors and CIS; "UNDERWRITING AGREEMENT" means the US purchase agreement between OLOG, Jefferies & Company, Inc., Simmons & Company International and Johnson Rice & Company L.L.C to be entered into on the date of this Agreement; and "WARRANTIES" means those Warranties set out in Schedule 9. 1.2 In this Agreement, words and expressions defined in the Companies Act shall bear the same meaning as in that Act. 1.3 In this Agreement, save where the context otherwise requires: 1.3.1 a reference to a statute or statutory provision shall include a reference: (A) to that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision; (B) to any repealed statute or statutory provision which it re- enacts (with or without modification); and (C) to any subordinate legislation made under the relevant statute; 1.3.2 words in the singular shall include the plural, and vice versa; 1.3.3 the masculine gender shall include the feminine and neutral and vice versa; 6 1.3.4 a reference to a person shall include a reference to a firm, a body corporate, an unincorporated association or to a person's executors or administrators; 1.3.5 a reference to a Clause, Schedule or Annexure shall be a reference to a clause of, schedule to or annexure to this Agreement; 1.3.6 references to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term; 1.3.7 a person shall be deemed to be connected with another if that person is connected with another within the meaning of section 839 of the Taxes Act; 1.3.8 references to writing shall include any modes of reproducing words in a legible and non-transitory form; 1.3.9 a reference to a balance sheet or profit and loss account shall include a reference to any note forming part of it; 1.3.10 references to documents "in the agreed form" shall be to documents agreed between the parties, annexed to this Agreement and initialled for identification by Freshfields, Herbert Smith and Dickson Minto; 1.3.11 the headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement; and 1.3.12 references to this Agreement include this Agreement as amended or supplemented in accordance with its terms. 2. CONDITION The parties proceeding to Stage One is conditional on the Underwriting Agreement having become unconditional and OLOG having received the net proceeds from the sale of OLOG Loan Stock pursuant thereto. 3. SALE AND PURCHASE 3.1 On the second business day following the satisfaction of the Condition, Caledonia, CIS, OLOG, OLII, the MGDC Vendors, the Loan Stock Vendors and the Management Vendors shall proceed to stage one as set out in Schedule 2 ("STAGE ONE") . 3.2 Upon and subject to completion of Stage One, CIS, OLOG and the Individual Managers shall proceed to stage two as set out in Schedule 3 ("STAGE TWO"). 3.3 Upon and subject to completion of Stage Two, OLOG and Bristow shall proceed to stage three as set out in Schedule 4 ("STAGE THREE"). 3.4 Upon and subject to completion of Stage Three, OLOG, the MGDC Vendors, the Management Vendors and Bristow, shall proceed to stage four as set out in Schedule 5 ("STAGE FOUR"). 7 3.5 Upon and subject to completion of Stage Four, OLOG, OLII, Mr. Ugland, the Management Vendors, the MGDC Vendors and the Loan Stock Vendors shall proceed to Stage Five as set out in Schedule 6 (STAGE FIVE"). 3.6 Upon and subject to completion of Stage Five, CIS, OLOG, and Bristow shall proceed to Stage Six as set out in Schedule 7 ("STAGE SIX"). 3.7 Upon and subject to completion of Stage Six, Caledonia, CIS, OLOG, OLII, Mr. Ugland, the MGDC Vendors, the Management Vendors and Bristow shall proceed to Stage Seven as set out in Schedule 8 ("STAGE SEVEN"). 3.8 For the purposes of the transaction contemplated by this Agreement only, Caledonia, CIS, the MGDC Vendors and the Management Vendors hereby waive any restrictions on transfer which may exist in relation to the Shares or the Deferred Shares under the Articles or otherwise and in particular, but without limitation, waive all rights of pre-emption over any of the Shares or the Deferred Shares conferred upon them by the Articles or otherwise. 3.9 The Loan Stock Vendors and CIS hereby waive any restrictions on transfer which may exist in relation to the BHGL Loan Stock under the BHGL Loan Stock Instrument or otherwise and in particular, but without limitation, waive all rights of pre-emption over any of the BHGL Loan Stock conferred upon them by the BHGL Loan Stock Instrument or otherwise. 3.10 Caledonia, CIS, OLOG and OLII agree that where any action is required of Bristow under this Agreement they shall use all reasonable endeavours to procure that such action is carried out by Bristow as contemplated by this Agreement. 3.11 Caledonia agrees that it shall procure the due and punctual performance by CIS of its obligations under this Agreement and OLOG agrees that it shall procure the due and punctual performance by OLII of its obligations under this Agreement. 3.12 Each of the Individual Managers to whom OLOG Common Stock will be issued at Completion agrees that he will not sell, transfer or otherwise dispose of, mortgage, charge or encumber the whole or any part of such OLOG Common Stock or grant to any third party any rights therein without the prior written consent of OLOG (such consent not to be unreasonably withheld) until the expiry of one year after the Completion Date save that he may sell or transfer such OLOG Common Stock to his spouse, brother or sister, child or children ("FAMILY MEMBER") but only on terms that such family member agrees to be bound by the provisions of this Clause 3.12 on the same basis as such individual manager and that such family member will if required by OLOG enter into a deed of adherence with this Clause 3.12 in a form satisfactory to OLOG and OLOG shall be entitled to include an endorsement to this effect on any certificate of such OLOG Common Stock issued to any Individual Manager at Completion. 4. DEFAULT UNDER CLAUSE 3 4.1 Completion of this Agreement shall not take place unless and until completion of each of Stage One to Stage Seven has occurred within 20 days of the date of this Agreement. 8 4.2 If Completion of any of Stage One to Stage Seven does not take place on the date and time set out in this Agreement, the parties may: 4.2.1 defer Completion thereof to a date no later than 20 days after the date of this Agreement (in which case this Clause shall apply to Completion as so deferred); or 4.2.2 rescind this Agreement without liability to any party in which case and from that date the provisions of this Agreement (other than Clause 7 (Announcements) and Clause 11 (Costs)) shall have no effect and no party shall have any liability under them (but without prejudice to the rights of any of the parties in respect of any antecedent breach). 5. WARRANTIES 5.1 Each of the Individual Managers separately represents and warrants to OLOG and OLII that, so far as he is actually aware, after having made reasonable enquiries of Anthony Jones and Philip Hunt and KPMG, the Warranties set out in Part I of Schedule 9 are true and accurate in all material respects on the date of this Agreement. 5.2 For the purposes of this Agreement an Individual Manager shall not be deemed to be actually aware of any matter, fact or circumstance which would be a breach of the Warranties set out in Part 1 of Schedule 9 unless he was actually aware of the matter, fact or circumstance at the date of this Agreement and in addition in the case of the Warranties set out in paragraphs 1.1.2, 1.2.3, 4.1.1, 4.1.3, 4.1.5, 4.2, 6.1, 6.4, 7.3 (insofar as it relates to employees of the Company and British Island Airways (Guernsey) Limited) and 9.1.6 that he was aware (or ought reasonably to have been aware) at the date of this Agreement that such matter, fact or circumstance would be a breach of the Warranties contained in paragraphs 1.1.2, 1.2.3, 4.1.1, 4.1.3, 4.1.5, 4.2, 6.1, 6.4, 7.3 (subject as aforesaid) and 9.1.6 unless disclosed. 5.3 Each of the Vendors severally represents and warrants to OLOG and OLII that the Warranties set out in Part II of Schedule 9 are true and accurate in all material respects on the date of this Agreement. 5.4 OLOG warrants and represents to CIS, the MGDC Vendors and the Management Vendors that the Warranties set out in Part III of Schedule 9 in so far as they apply to CIS, the MGDC Vendors and the Management Vendors respectively are true and accurate in all material respects on the date of this Agreement. 5.5 The Vendors shall not (in the event of any claim being made against any of them in connection with the sale of the Shares or the BHGL Loan Stock pursuant to this Agreement) make any claim against the Group or against any director or employee of the Group on whom any of the Vendors may have relied before agreeing to any term of this Agreement or authorising any statement in the First Disclosure Letter or the Second Disclosure Letter. 5.6 Each of the Warranties shall be construed as a separate warranty. 5.7 The Warranties shall be deemed to be repeated at Completion and any express or implied reference therein to the date of this Agreement shall be replaced by a reference to the Completion Date. 9 5.8 Save as provided in Clause 6.7, the rights and remedies of the parties in respect of a breach of any of the Warranties shall not be affected by Completion, by the giving of any time or other indulgence by any party to any person, by any party rescinding or not rescinding this Agreement, or by any other cause whatsoever except a specific waiver or release by any party in writing; and any such waiver or release shall not prejudice or affect any remaining rights or remedies of any party. 6. LIMITATIONS ON LIABILITY UNDER THE WARRANTIES 6.1 This Clause 6 and Schedule 10 shall have effect to limit the liability of each of the Vendors in respect of this Agreement. 6.2 No limitations or qualifications on the liability of any Vendor or OLOG in respect of a breach of Warranty or any other provision of this Agreement shall apply in the case of fraud or wilful misrepresentation. 6.3 Save in respect of any breach of Warranty giving rise to a right of rescission pursuant to Clause 6.7, OLOG and OLII shall not be entitled to claim that any fact or circumstance constitutes a breach of any of the Warranties set out in Part I or Part II of Schedule 9 if any member of the OLOG Group or any of its directors or employees, is actually aware of such fact or circumstance at the date of this Agreement or if such fact or circumstance has been disclosed in this Agreement, in the First Disclosure Letter, the Second Disclosure Letter or any other letter, document or communication set out in the First Disclosure Letter or the Second Disclosure Letter. 6.4 None of the Warranties shall be deemed to constitute directly or indirectly a Warranty in respect of the future financial or trading position, performance or prospects of the Group or any member thereof and OLOG and OLII acknowledge and agree that save as aforesaid none of the Vendors makes any warranty as to such matters. 6.5 Each of OLOG and OLII confirms that it has not relied on any warranty, representation or undertaking of any of the Vendors or any other person save for any warranty, representation or undertaking expressly set out in this Agreement and that save as expressly provided for in this Agreement all representations, warranties and undertakings whether express or implied, statutory or otherwise are expressly excluded. 6.6 Any payment made by any of the Vendors pursuant to the terms of this Agreement shall be treated by the parties as a reduction pro tanto of the purchase price payable by him/it for the Shares. 6.7 The sole remedy of OLOG and OLII in respect of any claim for breach of Warranty under Part 1 or Part II of Schedule 9 shall be in damages. OLOG and OLII shall have no right to rescind or terminate this Agreement for breach of Warranty unless at any time after the date of this Agreement and prior to Completion there occurs any act or event constituting a material breach of Warranty at the date of this Agreement or which would constitute a material breach of Warranty if such Warranty were repeated on any day from the date of this Agreement to and including the Completion Date. In such case OLOG or OLII shall be entitled by notice in writing on the other parties to this Agreement not to proceed to Completion in which event this Agreement shall be of no effect and no party shall have any further liability to the other. Completion of the 10 transaction contemplated by this Agreement in circumstances where OLOG or OLII are actually aware that a right to rescind has arisen shall constitute a waiver by OLOG and OLII of its rights in respect of the relevant breach. For the purposes of this Clause 6.7 an act or event shall constitute a "material breach" of warranty if it is both a breach of warranty and an act or event which is material and adverse to the assets and liabilities, financial position, profits and losses, or prospects of the Group taken as a whole. 7. ANNOUNCEMENTS Save where an announcement is required by law or the rules of London Stock Exchange Limited, NASDAQ or any other exchange upon which the securities of Caledonia or OLOG are traded or dealt, none of the parties shall make, or procure or permit the making of, any announcement whether before or after Completion with respect to this Agreement or any ancillary matter without the prior consent of OLOG, Caledonia and Morgan Grenfell Development Capital Nominees Limited. 8. ASSIGNMENT Any party may assign its rights under this Agreement after Completion and this Agreement shall be binding on and enure for the benefit of the parties' successors, assigns and personal representatives. 9. ENTIRE AGREEMENT This Agreement, together with the First Disclosure Letter, the Second Disclosure Letter and the documents in the agreed form, represents the entire understanding, and constitutes the whole agreement, in relation to its subject matter and supersedes any previous agreement between the parties with respect thereto and without prejudice to the generality of the foregoing in the absence of fraud or wilful misrepresentation, excludes any warranty, condition or other undertaking implied at law or by custom. 10. FURTHER ASSURANCE 10.1 So far as it remains to be performed this Agreement shall continue in full force and effect notwithstanding Completion. 10.2 Each of the parties shall after Completion execute all such deeds and documents and do all such things as any other party may reasonably require for perfecting the transactions intended to be effected under or pursuant to this Agreement. 11. COSTS The parties other than Caledonia, CIS, the MGDC Vendors and the Management Vendors shall pay their own costs in connection with the preparation and negotiation of this Agreement and any matter contemplated by it. Bristow shall procure that the costs of Caledonia, CIS, the MGDC Vendors and the Management Vendors in connection with the preparation and negotiation of this Agreement and any matter contemplated by it are paid by the Company. 11 12. NOTICES 12.1 A notice, approval, consent or other communication in connection with this Agreement: 12.1.1 must be in writing; and 12.1.2 must be left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside the United Kingdom) to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in this Clause or if the addressee notifies another address or facsimile number in England and Wales then to that address or facsimile number. The address and facsimile number (where appropriate) of each party is: MGDC VENDORS The address and facsimile number set out under the name of each of the MGDC Vendors in Part 1 of Schedule 1. MANAGEMENT VENDORS The address set out under the name of each Management Vendor in Part II of Schedule 1. THE LOAN STOCK VENDORS The address set out under the name of each Loan Stock Vendor in Part III of Schedule 1. OLOG AND OLII Address: - 224 Rue de Jean, Post Office Box 5C, Lafayette, Louisiana 70505, USA Facsimile: 001 318 235 6678 For the attention of: Dru Milke Esq. CALEDONIA AND CIS Address: - Cayzer House, 1 Thomas More Street, London E1 9AR Facsimile: 011 44 171 488 0896 For the attention of: Jonathan Cartwright MR. UGLAND Address: PO Box 308, Storgaten 90, N-4891, Grimstad, Norway Facsimile: 00 47 37 04 0986 12 BRISTOW Address: Redhill Aerodrome, Redhill, Surrey RH1 5JZ Facsimile: 011 44 1737 822387 For the attention of: The Company Secretary 12.2 A notice, approval, consent or other communication shall take effect from the time it is received (or, if earlier, the time it is deemed to be received in accordance with Clause 12.3) unless a later time is specified in it. 12.3 A letter or facsimile is deemed to be received: 12.3.1 in the case of a posted letter, unless actually received earlier, on the third (seventh, if posted to or from a place outside the United Kingdom) day after posting; and 12.3.2 in the case of facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient. 12.4 A notice given or document supplied to Morgan Grenfell Development Capital Nominees Limited shall be deemed to have been given or supplied to all of the MGDC Vendors except where the notice or document relates to a claim for breach of Warranty against any MGDC Vendor in which case it shall be given to that MGDC Vendor individually. 12.5 A notice given or document supplied to Dickson Minto shall be deemed to have been given or supplied to all of the Management Vendors except where the notice or document relates to a claim for breach of Warranty against any Management Vendor in which case it shall be given to that Management Vendor individually. 12.6 A notice given or document supplied to NatWest Ventures Limited shall be deemed to have been given or supplied to all of the Loan Stock Vendors except where the notice or document relates to a claim for breach of Warranty against any Loan Stock Vendor in which case it shall be given to that Loan Stock Vendor individually. 13. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument. 14. GENERAL 14.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of OLOG, Caledonia, Mr. Ugland, the Management Vendors and the MGDC Vendors. 14.2 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement 13 shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. 14.3 To the extent that any provision of this Agreement, or of any other arrangement of which it forms part, is a restriction or information provision for the purposes of the Restrictive Trade Practices Act 1976 ("RTPA") by virtue of which this Agreement or any such arrangement is registrable under the RTPA, no such restriction or provision shall take effect until the day after particulars of this Agreement or, as the case may be, that arrangement, have been furnished to the Director General of Fair Trading in accordance with the RTPA. 15. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS 15.1 This Agreement shall be governed by, and construed in accordance with, English law. 15.2 Each party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Agreement and any matter arising therefrom. 15.3 Each party irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction. 15.4 Each of the parties agrees that without preventing any other mode of service, any document in an action (including, but not limited to, any writ of summons or other originating process or any third or other party notice) may be served on any party by being delivered to or left for that party at its address for service of notices under Clause 12. IN WITNESS of which the parties have executed this Agreement on the date first mentioned above. 14 SCHEDULE 1 PART I MGDC VENDORS
NUMBER NO OF DOLLAR NO OF NUMBER OF A NUMBER NUMBER OF OF DOLLAR NO OF DEFERRED DEFERRED STOCK SHARES BEFORE OF A DEFERRED DEFERRED A SHARES SHARES SHARES TO BE MGDC VENDORS NAMES OPERATION OF SHARES TO SHARES SHARES TO BE SOLD TO BE SOLD TO BE SOLD ALLOTTED AND ADDRESSES THE RATCHET BE SOLD TO BE SOLD TO BE SOLD AT STAGE 4 AT STAGE 4 AT STAGE 4 FOR (6) (1) (2) (3) (4) (5) (6) (7) (8) (9) Morgan Grenfell 40,298,510 32,835,823 40,298,510 7,462,687 32,835,823 7,462,687 40,298,510 18,694,130 Development Capital Nominees Limited, A/C MGCP, 23 Great Winchester Street, London Morgan Nominees (Guernsey) 3,022,500 2,462,778 3,022,500 559,722 2,462,778 559,722 3,022,500 1,402,310 Limited, Morgan Grenfell House, Lefevre Street, St. Peter Port, Guernsey, Channel Islands Morgan Grenfell 5,373,130 4,378,106 5,373,130 995,024 4,378,106 995,024 5,373,130 2,492,490 Development Capital Nominees Limited, A/C MGDC, 23 Great Winchester Street, London Coal Pension Venture 7,327,170 5,970,287 7,327,170 1,356,883 5,970,287 1,356,883 7,327,170 3,398,850 Nominees Limited, Pinners Hall, 105-108 Old Broad Street, London EC2M 1EH CINVen Investors Nominees 60,870 49,598 60,870 11,272 49,598 11,272 60,870 28,210 Limited, Pinners Hall, 105-108 Old Broad Street, London EC2M 1EH Railway Pension Venture 3,694,020 3,009,942 3,694,020 684,078 3,009,942 684,078 3,694,020 1,713,530 Capital Limited, 55 Old Broad Street, London EC2M 1RX Barclays Venture Nominees 3,694,020 3,009,942 3,694,020 684,078 3,009,942 684,078 3,694,020 1,713,530 Limited, 54 Lombard Street, London EC3P 3AH Nippon Enterprise 1,343,280 1,094,524 1,343,280 248,756 1,094,524 248,756 1,343,280 623,350 Development Corp, JBP OVAL3F, 52-2, 5 Chome Jingumae Shibuya-Ku, Tokyo 150, Japan Berrylands Nominees Limited 3,612,770 2,943,739 3,612,770 669,031 2,943,739 669,031 3,612,770 1,676,220 107 Cheapside, London EC2V 6DV Commercial Union Life 1,007,460 820,893 1,007,460 186,567 820,893 186,567 1,007,460 467,740 Assurance Co. Ltd., St. Helens, 1 Undershaft, London EC3P 3DQ Commercial Union Nominees 1,007,460 820,893 1,007,460 186,567 820,893 186,567 1,007,460 467,740 Limited, St. Helens, 1 Undershaft, London EC3P 3DQ
CASH CASH NEW B NEW B CONSIDE- CONSIDE- NEW B STOCK TO SHARES STOCK SHARES TO RATION RATION SHARES TO BE SOLD TO TO BE SOLD TO BE BE SOLD FOR (10) FOR (12) MGDC VENDORS NAMES BE ALLOTTED OLII AT TO OLII SOLD TO OLOG TO OLOG AT AND (11) AND (13) AND ADDRESSES FOR (6) STAGE 5 AT STAGE 5 AT STAGE 5 STAGE 5 IN (POUNDS) IN (POUNDS) (1) (10) (11) (12) (13) (14) (15) (16) Morgan Grenfell 1,006,607 11,896,430 640,577 6,797,700 366,030 12,537,314 7,164,180 Development Capital Nominees Limited, A/C MGCP, 23 Great Winchester Street, London Morgan Nominees (Guernsey) 75,509 892,710 48,069 509,600 27,440 940,333 537,333 Limited, Morgan Grenfell House, Lefevre Street, St. Peter Port, Guernsey, Channel Islands Morgan Grenfell 134,211 1,586,130 85,407 906,360 48,804 1,671,640 955,223 Development Capital Nominees Limited, A/C MGDC, 23 Great Winchester Street, London Coal Pension Venture 183,015 2,163,070 116,473 1,235,780 66,542 2,279,564 1,302,608 Nominees Limited, Pinners Hall, 105-108 Old Broad Street, London EC2M 1EH CINVen Investors Nominees 1,519 18,200 980 10,010 539 18,937 10,821 Limited, Pinners Hall, 105-108 Old Broad Street, London EC2M 1EH Railway Pension Venture 92,267 1,090,180 58,702 623,350 33,565 1,149,251 656,715 Capital Limited, 55 Old Broad Street, London EC2M 1RX Barclays Venture Nominees 92,267 1,090,180 58,702 623,350 33,565 1,149,251 656,715 Limited, 54 Lombard Street, London EC3P 3AH Nippon Enterprise 33,565 396,760 21,364 226,590 12,201 417,909 238,805 Development Corp, JBP OVAL3F, 52-2, 5 Chome Jingumae Shibuya-Ku, Tokyo 150, Japan Berrylands Nominees Limited 90,258 1,066,520 57,428 609,700 32,830 1,123,973 642,270 107 Cheapside, London EC2V 6DV Commercial Union Life 25,186 297,570 16,023 170,170 9,163 313,432 179,104 Assurance Co. Ltd., St. Helens, 1 Undershaft, London EC3P 3DQ Commercial Union Nominees 25,186 297,570 16,023 170,170 9,163 313,432 179,104 Limited, St. Helens, 1 Undershaft, London EC3P 3DQ
15
NUMBER NO OF DOLLAR NO OF NUMBER OF A NUMBER NUMBER OF OF DOLLAR NO OF DEFERRED DEFERRED STOCK SHARES BEFORE OF A DEFERRED DEFERRED A SHARES SHARES SHARES TO BE MGDC VENDORS NAMES OPERATION OF SHARES TO SHARES SHARES TO BE SOLD TO BE SOLD TO BE SOLD ALLOTTED AND ADDRESSES THE RATCHET BE SOLD TO BE SOLD TO BE SOLD AT STAGE 4 AT STAGE 4 AT STAGE 4 FOR (6) (1) (2) (3) (4) (5) (6) (7) (8) (9) Aberdeen City Council 671,640 547,262 671,640 124,378 547,262 124,378 671,640 311,220 Superannuation Fund, Woodhill House, Westburn Road, Aberdeen, AB9 2LU County NatWest Ventures 7,388,040 6,019,884 7,388,040 1,368,156 6,019,884 1,368,156 7,388,040 3,427,060 Investments Limited, 135 Bishopsgate, London EC2M 3UR Lloyds Bank Nominees 2,014,920 1,641,787 2,014,920 373,133 1,641,787 373,133 2,014,920 934,570 Limited, A.C HUGEF, 48 Chiswell Street, London EC1V 4XX English and Scottish 5,373,120 4,378,098 5,373,120 995,022 4,378,098 995,022 5,373,120 2,492,490 Investors plc, Gartmore House, 16-18 Monument Street, London EC3R 8AJ The Gartmore 1990 Fund, 1,007,460 820,893 1,007,460 186,567 820,893 186,567 1,007,460 467,740 Gartmore House, 16-18 Monument Street, London Gartmore Enterprise Trust 1,679,100 1,368,156 1,679,100 310,944 1,368,156 310,944 1,679,100 778,960 plc Charles Oakley House, 125 West Regent Street, Glasgow NC Lombard Street Nominees 1,343,280 1,094,524 1,343,280 248,756 1,094,524 248,756 1,343,280 623,350 Limited, x30 account, PO Box 348, 42 Islington High Street, London N1 8XI Grant Charles Haggith, 22a 12,500 10,185 12,500 2,315 10,185 2,315 12,500 5,460 Abbots Road, Abbots Langley, Herts, WD5 OAZ Nandraney Devi Haggith, 12,500 10,185 12,500 2,315 10,185 2,315 12,500 5,460 22a Abbots Road, Abbots Langley, Herts, WD5 OAZ Thomas Henry Postlewaite, 7,500 6,111 7,500 1,389 6,111 1,389 7,500 3,640 Vinnicks Cottage, Pill Hill, Highclere, Newbury, Berkshire RG15 9SA Noreen Josephine 7,500 6,111 7,500 1,389 6,111 1,389 7,500 3,640 Postlewaite, Vinnicks Cottage, Pill Hill, Highclere, Newbury, Berkshire RG15 9SA David Charles Bays 15 20,630 16,810 20,630 3,820 16,810 3,820 20,630 10,010 Woodhall Avenue, Pinner, Middlesex HA5 3DY Patricia May Bays, 15 20,620 16,802 20,620 3,818 16,802 3,818 20,620 10,010 Woodhall Avenue, Pinner, Middlesex HA5 3DY - ----------------------------------------------------------------------------------------------------------------------------------- TOTALS 90,000,000 73,333,333 90,000,000 16,666,667 73,333,333 16,666,667 90,000,000 41,751,710 - -----------------------------------------------------------------------------------------------------------------------------------
CASH CASH NEW B NEW B CONSIDE- CONSIDE- NEW B STOCK TO SHARES STOCK SHARES TO RATION RATION SHARES TO BE SOLD TO TO BE SOLD TO BE BE SOLD FOR (10) FOR (12) MGDC VENDORS NAMES BE ALLOTTED OLII AT TO OLII SOLD TO OLOG TO OLOG AT AND (11) AND (13) AND ADDRESSES FOR (6) STAGE 5 AT STAGE 5 AT STAGE 5 STAGE 5 IN (POUNDS) IN (POUNDS) (1) (10) (11) (12) (13) (14) (15) (16) Aberdeen City Council 16,758 198,380 10,682 112,840 6,076 208,955 119,403 Superannuation Fund, Woodhill House, Westburn Road, Aberdeen, AB9 2LU County NatWest Ventures 184,534 2,181,270 117,453 1,245,790 67,081 2,298,501 1,313,429 Investments Limited, 135 Bishopsgate, London EC2M 3UR Lloyds Bank Nominees 50,323 595,140 32,046 339,430 18,277 626,864 358,208 Limited, A.C HUGEF, 48 Chiswell Street, London EC1V 4XX English and Scottish 134,211 1,586,130 85,407 906,360 48,804 1,671,637 955,221 Investors plc, Gartmore House, 16-18 Monument Street, London EC3R 8AJ The Gartmore 1990 Fund, 25,186 297,570 16,023 170,170 9,163 313,432 179,104 Gartmore House, 16-18 Monument Street, London Gartmore Enterprise Trust 41,944 495,950 26,705 283,010 15,239 522,387 298,507 plc Charles Oakley House, 125 West Regent Street, Glasgow NC Lombard Street Nominees 33,565 396,760 21,364 226,590 12,201 417,909 238,805 Limited, x30 account, PO Box 348, 42 Islington High Street, London N1 8XI Grant Charles Haggith, 22a 294 3,640 196 1,820 98 3,889 2,222 Abbots Road, Abbots Langley, Herts, WD5 OAZ Nandraney Devi Haggith, 294 3,640 196 1,820 98 3,889 2,222 22a Abbots Road, Abbots Langley, Herts, WD5 OAZ Thomas Henry Postlewaite, 196 2,730 147 910 49 2,333 1,333 Vinnicks Cottage, Pill Hill, Highclere, Newbury, Berkshire RG15 9SA Noreen Josephine 196 2,730 147 910 49 2,333 1,333 Postlewaite, Vinnicks Cottage, Pill Hill, Highclere, Newbury, Berkshire RG15 9SA David Charles Bays 15 539 6,370 343 3,640 196 6,418 3,668 Woodhall Avenue, Pinner, Middlesex HA5 3DY Patricia May Bays, 15 539 6,370 343 3,640 196 6,415 3,666 Woodhall Avenue, Pinner, Middlesex HA5 3DY - ---------------------------------------------------------------------------------------------------------------------- TOTALS 2,248,169 26,572,000 1,430,800 15,179,710 817,369 28,000,000 16,000,000 - ----------------------------------------------------------------------------------------------------------------------
16 PART II MANAGEMENT VENDORS
OLOG NO OF COMMON NO OF TOTAL NO NUMBER OF NO OF C DEFERRED STOCK TO NO OF C DEFERRED STOCK OF C DEFERRED SHARES TO SHARES TO BE SHARES TO SHARES TO BE MANAGEMENT VENDORS NAMES & SHARES TO SHARES TO BE SOLD BE SOLD ALLOTTED BE SOLD AT TO BE SOLD ALLOTTED ADDRESSES BE SOLD BE SOLD AT STAGE 2 AT STAGE 2 FOR (4) STAGE 4 AT STAGE 4 FOR (7) (1) (2) (3) (4) (5) (6) (7) (8) (9) Stephen William Palframan, 900,000 900,000 225,000 225,000 14,066 675,000 675,000 409,500 Saillards, Underhill Lane, Ditchling, Hassocks BN6 8NA Ian Blair McIntosh, 140 560,000 560,000 140,000 140,000 8,752 420,000 420,000 254,800 Harestone Hill, Caterham, Surrey Bristow Nominees Limited, 15,240,000 15,240,000 0 0 0 15,240,000 15,240,000 9,245,600 Redhill Aerodrome, Redhill, Surrey RH1 5JZ Christopher William 600,000 600,000 150,000 150,000 9,377 450,000 450,000 273,000 Russell Fry, 6 Raglan Close, Reigate, Surrey Keith H. R. Gaston-Parry, 500,000 500,000 125,000 125,000 7,814 375,000 375,000 227,500 The Rod House, Horsham, Surrey Michael John Norris, 500,000 500,000 125,000 125,000 7,814 375,000 375,000 227,500 Fairford Lodge, 14 Brightlands Road, Reigate Michael Wyatt Bill, 6 Wray 500,000 500,000 125,000 125,000 7,814 375,000 375,000 227,500 Lane, Reigate, Surrey Dennis Russell, Luckwood, 200,000 200,000 50,000 50,000 3,125 150,000 150,000 91,000 17 Woodside Road, Beare Green, Dorking Allan Cyril Brown, 5 200,000 200,000 50,000 50,000 3,125 150,000 150,000 91,000 Wolstonbury Close, Hurstpiepoint Ian P. Scott, 81 Hawes 250,000 250,000 62,500 62,500 3,907 187,500 187,500 113,750 Lane, West Wickham, Kent Saifudeen Edu, 11 500,000 500,000 125,000 125,000 7,814 375,000 375,000 227,500 Bourdillon Road, Ikoyi, Lagos, Nigeria Michael Oni, Ebani House, 50,000 50,000 12,500 12,500 781 37,500 37,500 22,750 62 Marina, Lagos, Nigeria - ------------------------------------------------------------------------------------------------------------------------------ TOTALS: 20,000,000 20,000,000 1,190,000 1,190,000 74,389 18,810,000 18,810,000 11,411,400 - ------------------------------------------------------------------------------------------------------------------------------
CASH CASH CONSIDE- NEW B CONSIDE- NEW B RATION SHARES RATION STOCK SHARES FOR TO BE FOR TO BE SOLD TO BE SOLD (12) AND MANAGEMENT VENDORS NAMES & ALLOTTED (7) IN TO OLOG TO OLOG (13) IN ADDRESSES FOR (7) (POUNDS) AT STAGE 5 AT STAGE 5 (POUNDS) (1) (10) (11) (12) (13) (14) Stephen William Palframan, 22,050 7,177 409,500 22,050 431,575 Saillards, Underhill Lane, Ditchling, Hassocks BN6 8NA Ian Blair McIntosh, 140 13,720 4,466 254,800 13,720 268,538 Harestone Hill, Caterham, Surrey Bristow Nominees Limited, 497,840 162,041 9,245,600 497,840 9,743,959 Redhill Aerodrome, Redhill, Surrey RH1 5JZ Christopher William 14,700 4,785 273,000 14,700 287,720 Russell Fry, 6 Raglan Close, Reigate, Surrey Keith H. R. Gaston-Parry, 12,250 3,987 227,500 12,250 239,769 The Rod House, Horsham, Surrey Michael John Norris, 12,250 3,987 227,500 12,250 239,769 Fairford Lodge, 14 Brightlands Road, Reigate Michael Wyatt Bill, 6 Wray 12,250 3,987 227,500 12,250 239,769 Lane, Reigate, Surrey Dennis Russell, Luckwood, 4,900 1,595 91,000 4,900 95,914 17 Woodside Road, Beare Green, Dorking Allan Cyril Brown, 5 4,900 1,595 91,000 4,900 95,914 Wolstonbury Close, Hurstpiepoint Ian P. Scott, 81 Hawes 6,125 1,994 113,750 6,125 119,884 Lane, West Wickham, Kent Saifudeen Edu, 11 12,250 3,987 227,500 12,250 239,769 Bourdillon Road, Ikoyi, Lagos, Nigeria Michael Oni, Ebani House, 1,225 399 22,750 1,225 23,981 62 Marina, Lagos, Nigeria - ---------------------------------------------------------------------------------- TOTALS: 614,460 200,000 11,411,400 614,460 12,026,558 - ----------------------------------------------------------------------------------
17 PART III LOAN STOCK VENDOR(S) PRINCIPAL AMOUNT LOAN STOCK VENDORS OF LOAN STOCK TO BE NAME AND ADDRESSES SOLD AT STAGE 5 IN (POUND) (1) (2) Nippon Enterprise Development Corp, JBP 290,802 Oval 3f, 52-2, 5-Chome, Jingumae, Shibuya-Ku, Tokyo 150, Japan Commercial Union Life Assurance Co. 218,101 Ltd, St. Helen's, 1 Undershaft, London EC3P 3DQ Commercial Union Nominees Limited A/C 218,101 PF, St. Helens, 1 Undershaft, London EC3P 3DQ Aberdeen City Council Superannuation 145,401 Fund, Woodhill House, Westburn Road, Aberdeen, AB9 2LU County NatWest Ventures Investments 1,599,408 Limited, 135 Bishopsgate, London EC2M 3UR English & Scottish Investors PLC, 1,163,206 Gartmore House, 16-18 Monument Street, London EC3R 8AJ NC Lombard Street Nominees Limited X 30 290,802 Account, Regent's House, PO Box 348, 42 Islington High Street, London N1 8XI Morgan Nominees (Guernsey) Limited, 654,294 Morgan Grenfell House, Lefevre Street, St. Peter Port, Guernsey, Channel Islands Lloyds Bank Nominees Limited, 48 436,202 Chiswell Street, London EC1V 4XX - -------------------------------------------------------------------------------- TOTALS: 5,016,317 - -------------------------------------------------------------------------------- 18 SCHEDULE 2 STAGE ONE 1.1 At Stage One: 1.1.1 CIS, the MGDC Vendors and the Management Vendors shall procure that the C directors of the Company give their consent in the form of the BHGL C Directors Consent as well as the passing of the BHGL Resolution by all relevant persons; 1.1.2 CIS, the MGDC Vendors and the Management Vendors shall procure the holding of a board meeting of the Company at which the board of directors of the Company shall approve the conversion pro rata of 18.518 per cent. of the A Shares and 18.518 per cent. B Shares into Dollar Deferred Shares pursuant to the Ratchet. 1.1.3 the Loan Stock Vendors and CIS shall procure the passing of the Loan Stock Resolution by all relevant persons; 1.1.4 Caledonia shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of Caledonia or a duly appointed and convened committee of the board of directors of Caledonia evidencing the authority of the persons executing this Agreement on behalf of Caledonia and approving the transfers contemplated by it or other appropriate evidence of due authorisation; 1.1.5 OLOG shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of OLOG evidencing the authority of the persons executing this Agreement on behalf of OLOG and approving the transfers contemplated by it or other appropriate evidence of due authorisation; 1.1.6 CIS shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of CIS evidencing the authority of the persons executing this Agreement on behalf of CIS and approving the transfers contemplated by it or other appropriate evidence of due authorisation; 1.1.7 OLII shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of OLII evidencing the authority of the persons executing this Agreement on behalf of OLII and approving the transfers contemplated by it or other appropriate evidence of due authorisation; 1.1.8 each of the MGDC Vendors shall deliver or cause to be delivered evidence of the authority of the persons executing this Agreement on behalf of such MGDC Vendor and approving the transfers contemplated by it; 1.1.9 each of the Loan Stock Vendors shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of such Loan Stock Vendor evidencing the authority of the persons executing this Agreement on behalf of such Loan Stock Vendor and approving the transfers contemplated by it or other appropriate evidence of due authorisation; 19 1.1.10 Bristow Nominees Limited shall deliver or cause to be delivered a copy of the minutes of a duly held meeting of the board of directors of Bristow Nominees Limited evidencing the authority of the persons executing the Agreement on behalf of Bristow Nominees Limited and approving the transfers contemplated by it or other appropriate evidence of due authorisation. 20 SCHEDULE 3 STAGE TWO 1. STAGE TWO 1.1 At Stage Two:- 1.1.1 CIS as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLOG shall purchase, 41,056,696 B Shares, 50,387,764 Deferred Shares and 9,331,068 Dollar Deferred Shares; 1.1.2 CIS as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLOG shall purchase 24,109,971 B Shares, 29,589,510 Deferred Shares and 5,479,539 Dollar Deferred Shares; and 1.1.3 Each of the Individual Managers as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLOG shall purchase, those C Shares set opposite that Individual Manager's name in column (4) of Part II of Schedule 1 and those Deferred Shares set opposite that Individual Manager's name in column (5) of Part II of Schedule 1. 2. CONSIDERATION 2.1 The consideration for the sale of the 41,056,696 B Shares pursuant to paragraph 1.1.1 shall be the payment to CIS of (Pounds)24,547,786 in cash. 2.2 The consideration for the sale of the 50,387,764 Deferred Shares and the 9,331,068 Dollar Deferred Shares pursuant to paragraph 1.1.1 shall be the payment to CIS of (Pounds)0.02. 2.3 The consideration for the sale of the 24,109,971 B Shares pursuant to paragraph 1.1.2 shall subject as provided in paragraph 2.9 be the allotment to CIS of 1,300,000 shares of OLOG Common Stock and $7.5 million in principal amount of OLOG Loan Stock. 2.4 The consideration for the sale of the 29,589,510 Deferred Shares and the 5,479,539 Dollar Deferred Shares pursuant to paragraph 1.1.2 shall be the payment to CIS of (Pounds)0.02. 2.5 The consideration for the sale of the 1,190,000 C Shares pursuant to paragraph 1.1.3 shall be the issue to the Individual Managers of a total of 74,389 shares of OLOG Common Stock. Fractions of OLOG Common Stock will not be issued as part of the consideration hereunder. 2.6 The consideration for the sale of the 1,190,000 Deferred Shares pursuant to paragraph 1.1.3 shall be the payment to each Individual Manager of (Pounds)0.01. 2.7 The consideration referred to in paragraphs 2.1-2.6 shall be saisfied at completion of Stage Two in accordance with the provisions of paragraph 3 of this Schedule. 21 2.8 The OLOG Common Stock to be allotted to CIS pursuant to paragraph 2.3 and to the Individual Managers pursuant to paragraph 2.5 shall be issued fully paid and shall rank pari passu with existing OLOG Common Stock in issue on the Completion Date. 2.9 In the event that the average of the aggregate closing bid prices quoted for one share of OLOG Common Stock on NASDAQ at the close of business on the 20 business days immediately preceding the Completion Date falls below US$12.50 there shall be allotted to Caledonia pursuant to Clause 2.3 US$16.25 million of OLOG Common Stock valued with reference to such average price. 3. COMPLETION OF STAGE TWO 3.1 Completion of Stage Two shall take place at the offices of Herbert Smith immediately following the completion of Stage One. 3.2 At completion of Stage Two: 3.2.1 CIS shall deliver or cause to be delivered to OLOG share warrants in respect of 65,166,667 B Shares and 14,810,607 Dollar Deferred Shares, a duly executed transfer in favour of OLOG in respect of 79,977,274 Deferred Shares and the relative share certificate for the Deferred Shares and CIS shall execute a certificate confirming the date of issue of the OLOG Loan Stock; 3.2.2 each Individual Manager shall deliver or cause to be delivered to OLOG share warrants or a duly executed transfer in favour of OLOG in respect of those C Shares set opposite its name in column (4) of Part II of Schedule 1, a duly executed transfer in favour of OLOG in respect of these Deferred Shares set opposite its name in column (5) of Part II of Schedule 1 and the relative share certificates for the Deferred Shares and registered C Shares; 3.2.3 OLOG shall: (A) pay to Caledonia's Account by telegraphic transfer the sum of (Pounds)24,547,786; (B) issue to CIS 1,300,000 shares of OLOG Common Stock or, where paragraph 2.9 applies, US$16.25 million of OLOG Common Stock; (C) issue to CIS $7.5 million in principal amount of OLOG Loan Stock; (D) issue to the Individual Managers 74,389 shares of OLOG Common Stock apportioned between the Individual Managers as set out in column (6) of Part II of Schedule 1; (E) enter the name of CIS in the register of members of OLOG as the holder of the OLOG Common Stock issued to CIS pursuant to this Schedule and issue CIS with a certificate in respect of such OLOG Common Stock; (F) enter the name of CIS in the register of loan stock holders of OLOG as the holder of the OLOG Loan Stock issued to CIS pursuant to this Schedule and issue CIS with a certificate in respect of such OLOG 22 Loan Stock and execute a certificate confirming the date of issue of the OLOG Loan Stock; (G) enter the names of each Individual Manager in the register of members of OLOG as the holder of the OLOG Common Stock issued to that Individual Manager pursuant to this Schedule and issue such Individual Manager with a certificate in respect of such OLOG Common Stock; (H) pay to CIS (Pounds)0.04 in satisfaction of the consideration payable to CIS for the Deferred Shares and the Dollar Deferred Shares pursuant to this Schedule 3; and (I) pay to the Individual Managers (Pounds)0.01 each in satisfaction for the consideration payable to the Individual Managers for the Deferred Shares pursuant to this Schedule 3. 23 SCHEDULE 4 STAGE THREE 1. AT STAGE THREE:- 1.1 OLOG shall:- 1.1.1 procure that a board meeting of Bristow is held to deal with the matters set out in the Bristow Board Minutes; 1.1.2 procure the passing of the Bristow Resolution by the requisite majority at a duly convened meeting of the shareholders of Bristow; and 1.1.3 procure that two directors of Bristow shall execute the Stock Instrument pursuant to the authority referred to in paragraph 1.1.1; 1.2 OLOG shall:- 1.2.1 subscribe for 199,998 New C Shares in consideration for the transfer to Bristow by OLOG of 200,000 C Shares including payment for its subscriber shares in Bristow (which shall have been redesignated as New C Shares pursuant to the passing of the Bristow Resolution); 1.2.2 transfer to Bristow 200,000 Deferred Shares; 1.2.3 deliver to Bristow share warrants in respect of 200,000 C Shares together with a duly executed transfer in favour of Bristow of 200,000 Deferred Shares together with the relative share certificate therefor; 1.2.4 irrevocably undertake (subject to the fulfilment by Bristow of its obligations in paragraph 1.3 below) to sell the 200,000 New C Shares to Mr. Ugland for the consideration and otherwise on the terms set out in Schedule 6; and 1.3 Bristow shall:- 1.3.1 issue and allot to OLOG 199,998 New C Shares and credit as fully paid the remaining two New C Shares; 1.3.2 enter the name of OLOG in the register of members of the Company as the holder of such New C Shares and issue a share certificate to OLOG in respect of such New C Shares; and 1.3.3 pay (Pounds)0.01 to OLOG in consideration for the transfer of 200,000 Deferred Shares. 2. The New C Shares to be allotted to OLOG pursuant to paragraph 1.3 shall be issued fully paid. 24 SCHEDULE 5 STAGE FOUR 1. STAGE FOUR 1.1 At Stage Four: 1.1.1 each of the MGDC Vendors shall sell or procure to be sold with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and Bristow shall purchase, those A Shares set opposite that MGDC Vendor's name in column (6) of Part I of Schedule 1 together with those Deferred Shares set opposite that MGDC Vendor's name in column (8) of Part 1 of Schedule 1 and those Dollar Deferred Shares set opposite that MGDC Vendor's name in column (7) of Part 1 of Schedule 1; 1.1.2 Bristow shall allot (Pounds)189,280 in principal amount of Stock and 10,192 New B Shares to OLOG; and 1.1.3 each of the Management Vendors as beneficial owner shall sell or procure to be sold with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto and Bristow shall purchase, those C Shares set opposite that Management Vendor's name in column (7) of Part II of Schedule 1 together with those Deferred Shares set opposite that Management Vendor's name in column (8) of Part II of Schedule 1. 2. CONSIDERATION 2.1 The consideration for the sale of the A Shares pursuant to paragraph 1.1.1 shall be the allotment to the MGDC Vendors of (Pounds)41,751,710 in principal amount of Stock and 2,248,169 New B Shares. 2.2 The consideration for the sale of the Deferred Shares and the Dollar Deferred Shares pursuant to paragraph 1.1.1 shall be the payment to each of the MGDC Vendors of (Pounds)0.02. 2.3 The consideration for the allotment of the Stock and the New B Shares to OLOG pursuant to paragraph 1.1.2 shall be the payment by OLOG to Bristow of (Pounds)200,000 in cash. 2.4 The consideration for the sale of the C Shares pursuant to paragraph 1.1.3 shall be the allotment to the Management Vendors of (Pounds)11,411,400 in principal amount of Stock and 614,460 New B Shares and the payment to the Management Vendors of (Pounds)200,000 in cash. 2.5 The consideration for the sale of the Deferred Shares pursuant to paragraph 1.1.3 shall be the payment to each of the Management Vendors of (Pounds)0.01. 2.6 The consideration referred to in paragraphs 2.1-2.5 shall be satisfied at completion of Stage Four in accordance with the provisions of paragraph 3 of this Schedule. 2.7 The Stock and the New B Shares to be allotted to the MGDC Vendors and the Management Vendors pursuant to this paragraph 2 shall be issued fully paid. 25 3. COMPLETION OF STAGE FOUR 3.1 Completion of Stage Four shall take place at the offices of Herbert Smith immediately following the completion of Stage Three. 3.2 At completion of Stage Four: 3.2.1 each MGDC Vendor shall deliver or cause to be delivered to Bristow share warrants or a duly executed transfer in favour of Bristow in respect of those A Shares set opposite its name in column (6) of Part II of Schedule 1, a duly executed transfer in favour of Bristow in respect of those Deferred Shares set opposite its name in column (8) of Part 1 of Schedule 1, share warrants in respect of those Dollar Deferred Shares set opposite its name in column (7) of Part I of Schedule 1 and the relative share certificate for the Deferred Shares and the registered A Shares; 3.2.2 OLOG shall pay to Bristow's Account by telegraphic transfer the sum of (Pounds)200,000; 3.2.3 each Management Vendor shall deliver or cause to be delivered to Bristow, share warrants or a duly executed transfer in favour of Bristow in respect of those C Shares set opposite its name in column (7) of Part II of Schedule 1, a duly executed transfer in favour of Bristow in respect of those Deferred Shares set opposite its name in column (8) of Part II of Schedule 1 and the relative share certificate for the Deferred Shares and the registered C Shares; 3.2.4 Bristow shall: (A) issue and allot to the MGDC Vendors (Pounds)41,751,710 in principal amount of Stock apportioned between the MGDC Vendors as set out in Column (9) of Part I of Schedule 1 and 2,248,169 New B Shares apportioned between the MGDC Vendors as set out in Column (10) of Part 1 of Schedule 1; (B) issue and allot to OLOG (Pounds)189,280 in principal amount of Stock and 10,192 New B Shares; (C) issue and allot to the Management Vendors (Pounds)11,411,400 in principal amount of Stock to be apportioned between the Management Vendors as set out in Column (9) of Part II of Schedule 1 and 614,460 New B Shares to be apportioned between the Management Vendors as set out in column (10) of Part II of Schedule 1; (D) pay to Dickson Minto's account by telegraphic transfer the sum of (Pounds)200,000 apportioned between the Management Vendors as set out in column (11) of Part II of Schedule 1; (E) enter the name of each MGDC Vendor in the register of loan stock holders of Bristow as the holder of the Stock set opposite its name in Column (9) of Part 1 of Schedule 1 and issue a certificate to such MGDC Vendor in respect of such Stock; 26 (F) enter the name of each MGDC Vendor in the register of shareholders of Bristow as the holder of the New B Shares set opposite its name in Column (10) of Part 1 of Schedule 1 and issue a share certificate to such MGDC Vendor in respect of such Shares; (G) enter the name of OLOG in the register of loan stock holders of Bristow as the holder of (Pounds)189,280 in principal amount of Stock and issue a certificate to OLOG in respect of such Stock; (H) enter the name of OLOG in the register of shareholders of Bristow as the holder of 10,192 New B Shares and issue a share certificate to OLOG in respect of such Shares; (I) enter the name of each Management Vendor in the register of loan stock holders of Bristow as the holder of the Stock set opposite its name in column (9) of Part II of Schedule II and issue a certificate to such Management Vendor in respect of such Stock; (J) enter the name of each Management Vendor in the register of shareholders of Bristow as the holder of the New B Shares set opposite its name in Column (10) of Part II of Schedule I and issue a share certificate to such Management Vendor in respect of such Shares; and (K) pay to each of the MGDC Vendors (Pounds)0.02 in satisfaction of the consideration payable for the Deferred Shares and the New Deferred Shares pursuant to this Schedule 5; and (L) pay to each of the Management Vendors (Pounds)0.01 in satisfaction of the consideration payable for the Deferred Shares pursuant to this Schedule 5. 27 SCHEDULE 6 STAGE FIVE 1. STAGE FIVE 1.1 At Stage Five: 1.1.1 OLOG as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and Mr. Ugland shall purchase, 200,000 New C Shares; 1.1.2 each of the MGDC Vendors as beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLII shall purchase, that Stock set opposite that MGDC Vendor's name in column (11) of Part I of Schedule 1 and those New B Shares set opposite that MGDC Vendor's name in column (12) of Part 1 of Schedule 1; 1.1.3 each of the MGDC Vendors as beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLOG shall purchase that Stock set opposite that MGDC Vendor's name in column (13) of Part 1 of Schedule 1 and those New B Shares set opposite that MGDC Vendor's name in column (14) of Part 1 of Schedule 1; 1.1.4 each of the Management Vendors as beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and OLOG shall purchase, that Stock set opposite that Management Vendor's name in column (12) of Part II of Schedule 1 and those New B Shares set opposite that Management Vendors name in column (13) of Part II of Schedule 1; and 1.1.5 each of the Loan Stock Vendors as beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future and including payment of any dividend due but unpaid thereon) attaching thereto and OLOG shall purchase the principal amount of BHGL Loan Stock set opposite that Loan Stock Vendor's name in column (2) of Part III of Schedule 1 and shall pay any interest accrued due thereon to such Loan Stock Vendor. 2. CONSIDERATION 2.1 The consideration for the sale of the 200,000 New C Shares pursuant to paragraph 1.1.1 shall be the payment by Mr. Ugland to OLOG of (Pounds)200,000 in cash. 2.2 The consideration for the sale of the Stock and New B Shares pursuant to paragraph 1.1.2 shall be the payment by OLII to the MGDC Vendors of (Pounds)28,000,000 in cash. 2.3 The consideration for the sale of the Stock and New B Shares pursuant to paragraph 1.1.3 shall be the payment by OLOG to the MGDC Vendors of (Pounds)16,000,000 in cash. 28 2.4 The consideration for the sale of the Stock and New B Shares pursuant to paragraph 1.1.4 shall be the payment by OLOG to the Management Vendors of (Pounds)12,026,558 in cash. 2.5 The consideration for the sale of the BHGL Loan Stock pursuant to paragraph 1.1.5 shall be the payment by OLOG to the Loan Stock Vendors of (Pounds)5,016,317 in cash plus (Pounds)443,190.24 of interest accrued due thereon. 2.6 The consideration referred to in paragraphs 2.1-2.5 above shall be paid at completion of Stage Five in accordance with the provisions of paragraph 3 of this Schedule. 3. COMPLETION OF STAGE FIVE 3.1 Completion of Stage Five shall take place at the offices of Herbert Smith immediately following the completion of Stage Four. 3.2 At completion of Stage Five: 3.2.1 OLOG shall deliver or cause to be delivered to Mr. Ugland a duly executed transfer in respect of 200,000 New C Shares in favour of Mr. Ugland together with the relative share certificate therefor; 3.2.2 each of the MGDC Vendors shall deliver or cause to be delivered to OLII duly executed transfers in favour of OLII or such person as OLII may nominate in respect of that Stock set opposite its name in column (11) of Part I of Schedule 1 and those New B Shares set opposite its name in column (12) of Part 1 of Schedule 1 together with the relative certificates therefor; 3.2.3 each of the MGDC Vendors shall deliver or cause to be delivered to OLOG duly executed transfers in favour of OLOG or such person as OLOG may nominate in respect of that Stock set opposite its name in column (13) of Part 1 of Schedule 1 and those New B Shares set opposite its name in column (14) of Part 1 of Schedule 1 together with the relative certificates therefor; 3.2.4 each of the Management Vendors shall deliver or cause to be delivered to OLOG a duly executed transfer in favour of OLOG or such person as OLOG may nominate in respect of that Stock set opposite its name in column (12) of Part II of Schedule 1 and those New B Shares set opposite its name in column (13) of Part II of Schedule 1 together with the relative certificates therefor; 3.2.5 each of the Loan Stock Vendors shall deliver or cause to be delivered to OLOG a duly executed transfer in favour of OLOG or such persons as OLOG may nominate in respect of that BHGL Loan Stock set opposite its name in column (2) of Part III of Schedule 1 together with the relative certificate therefor; 3.2.6 Mr. Ugland shall pay to OLOG's Account by telegraphic transfer the sum of (Pounds)200,000; 3.2.7 OLII shall pay to Dickson Minto's Account on behalf of the MGDC Vendors by telegraphic transfer the sum of (Pounds)28,000,000 to be apportioned between the MGDC Vendors as set out in column (15) of Part 1 of Schedule 1; and 29 3.2.8 OLOG shall pay to Dickson Minto's Account: (A) on behalf of the MGDC Vendors by telegraphic transfer the sum of (Pounds)16,000,000 to be apportioned between the MGDC Vendors as set out in column (16) of Part I of Schedule 1; (B) on behalf of the Management Vendors by telegraphic transfer the sum of (Pounds)12,026,558 to be apportioned between the Management Vendors as set out in Column (14) of Part II of Schedule 1; and (C) on behalf of the Loan Stock Vendors by telegraphic transfer the sum of (Pounds)5,016,317 plus (Pounds)443,190.24 of accrued interest to be apportioned between the Loan Stock Vendors pro rata to their holdings of Loan Stock as set out in column (2) of Part III of Schedule 1. 3.2.9 Bristow shall: (A) enter the name of OLII in the register of Bristow Stock holders as the holder of 26,572,000 in principal amount of Stock and issue to OLII a Stock certificate therefor; and (B) enter the name of OLOG in the register of Bristow Stock holders as the holder of 26,591,110 in principal amount of Stock and issue to OLOG a Stock certificate therefor. 3.3 The receipt of Dickson Minto for the consideration monies referred to in paragraphs 3.2.7 and 3.2.8 above shall be a sufficient discharge to OLOG and OLII who shall not be concerned to see that any moneys are in fact applied in paying the Management Vendors, the MGDC Vendors, the Loan Stock Vendors or any of them in accordance with their respective entitlements. 4. POST COMPLETION OF STAGE FIVE 4.1 As soon as practicable after completion of Stage Five, Bristow shall: 4.1.1 subject to the transfer thereof being duly stamped, enter the name of Mr Ugland in the register of members of Bristow as the holder of 200,000 New C Shares and issue to Mr Ugland a share certificate therefor; 4.1.2 subject to the transfer thereof being duly stamped, enter the name of OLII in the register of members of Bristow as the holder of 1,430,800 New B Shares and issue to OLII a share certificate therefor; 4.1.3 subject to the transfer thereof being duly stamped, enter the name of OLOG in the register of members of Bristow as the holder of 1,431,829 New B Shares and issue to OLOG a share certificate therefor; 4.1.4 subject to the transfer thereof being duly stamped if required, to procure the entry of OLOG in the register of BHGL Loan Stock holders as the holder of the BHGL Loan Stock and procure the issue to OLOG of a BHGL Loan Stock certificate therefor. 30 SCHEDULE 7 STAGE SIX 1. STAGE SIX 1.1 At Stage Six: 1.1.1 CIS as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and Bristow shall purchase 8,166,666 B Shares, 10,022,726 Deferred Shares and 1,856,060 Dollar Deferred Shares; and 1.1.2 OLOG as the beneficial owner shall sell with full title guarantee, free from Encumbrances and together with all rights (present and future) attaching thereto, and Bristow shall purchase 65,166,667 B Shares, 990,000 C Shares, 80,967,274 Deferred Shares and 14,810,607 Dollar Deferred Shares. 2. CONSIDERATION 2.1 The consideration for the sale of 8,166,666 B Shares pursuant to paragraph 1.1.1 shall be the allotment to CIS of 4,900,000 New A Shares. 2.2 The consideration for the sale of the 10,022,726 Deferred Shares and the 1,856,060 Dollar Deferred Shares pursuant to paragraph 1.1.1 shall be the payment to CIS of (Pounds)0.02. 2.3 The consideration for the sale of the 65,166,667 B Shares and the 990,000 C Shares pursuant to paragraph 1.1.2 shall be the allotment to OLOG of:- 2.3.1 2,027,179 New B Shares; and 2.3.2 (Pounds)37,647,610 in principal amount of Stock. 2.4 The consideration for the sale of the 80,967,274 Deferred Shares and the 14,810,607 Dollar Deferred Shares pursuant to paragraph 1.1.2 shall be the payment to OLOG of (Pounds)0.02. 2.5 The consideration referred to in paragraphs 2.1-2.4 shall be satisfied at Completion in accordance with the provisions of paragraph 3 of this Schedule. 2.6 The New A Shares to be allotted to CIS pursuant to paragraph 2.1, the New B Shares to be allotted to OLOG pursuant to paragraph 2.3.1 and the Stock to be allotted to OLOG pursuant to paragraph 2.3.2 shall be issued fully paid. 3. COMPLETION OF STAGE SIX 3.1 Completion of Stage Six shall take place at the offices of Herbert Smith immediately following the Completion of Stage Five. 3.2 At completion of Stage Six: 3.2.1 CIS shall deliver or cause to be delivered to Bristow, share warrants in respect of 8,166,666 B Shares and 1,856,060 Dollar Deferred Shares, a duly executed 31 transfer in favour of Bristow in respect of 10,022,726 Deferred Shares and the relative share certificate for the Deferred Shares; 3.2.2 OLOG shall deliver or cause to be delivered to Bristow, share warrants in respect of 65,166,667 B Shares and 14,810,607 Dollar Deferred Shares, share warrants or duly executed transfers in favour of Bristow in respect of 990,000 C Shares, a duly executed transfer in favour of Bristow in respect of 80,967,274 Deferred Shares and the relative share certificates for the Deferred Shares and the registered C Shares; 3.2.3 Bristow shall:- (A) issue and allot to CIS 4,900,000 New A Shares; (B) issue and allot to OLOG 2,027,179 New B Shares; (C) issue and allot to OLOG (Pounds)37,647,610 in principal amount of Stock; (D) enter the name of CIS in the register of Members of Bristow as the holder of 4,900,000 New A Shares and issue a share certificate to CIS in respect of such Shares; (E) enter the name of OLOG in the register of Members of Bristow as the holder of 2,027,179 New B Shares and issue a share certificate to OLOG in respect of such Shares; (F) enter the name of OLOG in the register of Stock holders of Bristow as the holder of (Pounds)37,647,610 in principal amount of Stock and issue a certificate to OLOG in respect of such Stock; and (G) pay to CIS and OLOG (Pounds)0.02 each in satisfaction of the consideration payable for the Deferred Shares and the New Deferred Shares pursuant to this Schedule 6. 32 SCHEDULE 8 STAGE SEVEN 1.1 Stage Seven shall take place at the offices of Herbert Smith immediately following the completion of Stage Six. 1.2 At Stage Seven: 1.2.1 there shall be delivered to Bristow by or on behalf of CIS, the MGDC Vendors and the Management Vendors the certificate of incorporation, common seals, all statutory and minute books (written up to date) and share certificates books of the Company; 1.2.2 there shall be delivered to Herbert Smith by Dickson Minto, the Second Disclosure Letter; 1.2.3 OLOG shall deliver to Caledonia the Letter of Undertaking in the agreed form annexed hereto marked 'F'; 1.2.4 Bristow shall enter into the Debenture with the other parties thereto; 1.2.5 Bristow shall enter into the Guarantee with the other parties thereto; 1.2.6 Bristow, Caledonia, CIS, OLOG and OLII shall enter into the Parent Guarantee; 1.2.7 OLOG and CIS shall enter into the Caledonia Registration Rights Agreement; 1.2.8 OLOG shall enter into the Registration Rights Agreement with the other parties thereto; 1.2.9 Bristow, OLOG, OLII, Caledonia and CIS shall enter into the Subordination Agreement with National Westminster Bank Plc; 1.2.10 OLOG and Caledonia shall enter into the Supplemental Letter Agreement; 1.2.11 CIS, the MGDC Vendors and the Management Vendors shall procure that a board meeting of the Company is held at which:- (A) if requested by Caledonia and/or OLOG, Caledonia and/or OLOG shall each be entitled to appoint one director to the Company with effect from close of business on the Completion Date; and (B) the Company shall declare a dividend in favour of Bristow of (Pounds)199,452 (net of ACT) (being an amount equal to the first instalment of the Management Fee payable to CIS under the Shareholders Agreement) and shall instruct the Company Secretary to pay such dividend to Bristow's Account on the same day; and 1.2.12 Bristow shall pay a dividend of (Pounds)199,452 (net of ACT) to Caledonia's Account in satisfaction of the first instalment of the Management Fee payable to CIS under the Shareholders Agreement. 33 SCHEDULE 9 PART I MANAGEMENT VENDORS WARRANTIES 1. ACCOUNTS 1.1 GENERAL The Accounts: 1.1.1 have been prepared in accordance with all applicable Statements of Standard Accounting Practice, Financial Reporting Standards and Abstracts of the Urgent Issues Task Force and in all material respects in accordance with generally accepted accounting practice commonly adopted by companies carrying on businesses similar to those carried on by the Company and the Subsidiaries; 1.1.2 show a true and fair view of the state of affairs of the Company and the Subsidiaries as at the Accounts Date and of its profits or losses for the financial year ended on that date; 1.1.3 comply with the requirements of the Companies Act; and 1.1.4 are prepared on consistent bases and policies of accounting which, since the Accounts Date, have continued to be adopted by the Company and the Subsidiaries without alteration. 1.2 POSITION SINCE ACCOUNTS DATE Since the Accounts Date: 1.2.1 apart from the dividends provided for in the Accounts, no dividend or other distribution (as defined for the purposes of section 209 or 210 of the Taxes Act) has been declared, paid or made by the Company; 1.2.2 the business of the Company and the Subsidiaries has been carried on in the ordinary course and so as to maintain it as a going concern; 1.2.3 the Company and the Subsidiaries has not entered into any transaction which has given rise or shall give rise to a liability to taxation on the Company and the Subsidiaries (or would have done so or would or would be reasonably likely to do so but for the availability of any relief, allowance, deduction or credit) other than corporation tax on income of the Group arising from transactions entered into in the ordinary course of business. 1.3 MANAGEMENT ACCOUNTS 1.3.1 The Management Accounts have been prepared on bases and using policies of accounting consistent with those used by the Company and the Subsidiaries in the preparation of the Accounts and have otherwise generally been prepared in all material respects in accordance with generally accepted accounting policies 34 and practices commonly adopted by companies carrying on businesses similar to those carried on by the Company and the Subsidiaries. 1.3.2 Since the Management Accounts Date there has been no material adverse change in the financial or trading position of the Group . 2. ASSETS 2.1 TITLE TO ASSETS The assets included in the Accounts or acquired by the Company and the Subsidiaries since the Accounts Date (other than assets disposed of since that date in the ordinary course of business and other than any asset with a cost price of less than (Pounds)250,000) are the absolute property of the Company and the Subsidiaries free from any mortgage, charge, lien, bill of sale or other encumbrance and are not the subject of any leasing, hiring or hire-purchase agreement or agreement for payment on deferred terms or assignment or factoring or other similar agreement and all such assets are in the possession or under the control of the Company and the Subsidiaries. 2.2 CONDITION OF AIRCRAFT A Schedule indicating which of those helicopters and fixed wing aircraft owned or used by the Group are operational, in storage or under maintenance is annexed to the Disclosure Letter, and such Schedule is true and accurate in all material respects. 2.3 CONTROL OF RECORDS AND INFORMATION All records and information belonging to the Company and the Subsidiaries (whether or not held in written form) which are required by the Company and the Subsidiaries for the conduct of its business in the ordinary course are in its exclusive possession, under its direct control and subject to unrestricted access by it. 2.4 ACQUISITION AT ARM'S LENGTH The Group has not within the period of twenty-four months ending on the date hereof, acquired any asset with a cost price of (Pounds)250,000 or more on terms which were not by way of bargain at arm's-length. 3. PROPERTIES The Group has not at any time had vested in it (whether as an original tenant or undertenant or as an assignee, transferee or otherwise) any leasehold property in England (other than the Properties) which represents or is likely to represent a liability to the Group (whether in the form of rent, service charge, maintenance, obligations under covenants or otherwise) of (Pounds)250,000 or more. 35 4. COMMERCIAL ARRANGEMENTS AND CONDUCT 4.1 MATERIAL CONTRACTS There is not outstanding: 4.1.1 any contract of guarantee, indemnity or suretyship or any contract to secure any obligation of any person under which the Group has a contingent liability exceeding (Pounds)1,000,000; 4.1.2 any agreement or arrangement between the Group and a major distributor or supplier of the Group outside the ordinary course of business of the Group; 4.1.3 any joint venture, shareholders consortium or partnership agreement or similar arrangement to which the Group is a party; 4.1.4 any sale or purchase option or similar agreement or arrangement affecting any assets owned or to be owned by the Group with a cost price of more than (Pounds)250,000; 4.1.5 any liability, obligation or commitment of any kind (other than those listed in 4.1.1 to 4.1.4 above) on the part of the Group (including a capital commitment) which has not been incurred in the ordinary course of business of the Group. For the purposes of this Warranty 4.1 the ordinary course of business of the Group comprises the following activities:- (A) the provision of helicopter transportation services to the oil and gas industry; (B) helicopter operating, technical and maintenance services; (C) helicopter search and rescue services; (D) fixed wing aircraft operating services; and (E) helicopter or fixed wing aircraft training services. 4.2 EFFECT OF AGREEMENT ON OTHER AGREEMENTS There is no material agreement or arrangement between the Group and any other person which shall or is likely to be terminated as a result of this Agreement (or Completion) or which shall be affected materially by it. 4.3 COMMERCIAL POSITION There is no substantial customer or supplier of the Group who has notified the Group that it has ceased or intends to cease purchasing from or supplying to it. 5. LITIGATION, DEFAULTS AND INSURANCE 5.1 LEGAL PROCEEDINGS Apart from normal debt collection, the Group is not engaged or proposing to engage in any litigation, arbitration, prosecution or other legal proceedings, and there are no 36 claims or actions (whether criminal or civil) in progress, outstanding, pending or threatened against the Group, any of its assets or any of its directors or in respect of which the Group is liable to indemnify any party concerned in each case where its potential liability exceeds (Pounds)250,000. 5.2 OFFICIAL INVESTIGATIONS The Group has not been notified of any governmental or official investigation or inquiry concerning the Group which is in progress or threatened. 5.3 CLAIMS No claim exceeding (Pounds)250,000 under any policy of insurance taken out in connection with the business or assets of the Group is outstanding and no such claim is pending. 6. CORPORATE ORGANISATION AND BUSINESS 6.1 MEMORANDUM AND ARTICLES The Company has at all times complied with all the provisions of its memorandum and articles of association and, in particular, has not entered into any ultra vires transaction. 6.2 LICENCES PERMISSIONS OR CONSENTS All licences, permissions and consents the absence of which would have a material adverse effect on the business of the Group have been obtained by it and are in full force and effect and there are no circumstances indicating that any of those licences, permissions or consents is likely to be revoked or not renewed in the ordinary course. 6.3 OTHER ASPECTS OF CARRYING ON BUSINESS The Group has complied in all material respects with all those legal requirements applicable to its business where failure to so comply would have a material adverse effect on the business of the Group, whether in the United Kingdom or in any other country. 6.4 ENVIRONMENT The Group has not since 31st December 1994 received any notice or intimation alleging any breach of Environmental Law with a potential liability to the Group of more than (Pounds)300,000. 6.5 EXISTENCE OF SUBSIDIARIES The Company does not have any subsidiary other than the Subsidiaries. 6.6 PARTICULARS OF SUBSIDIARIES The particulars of the Subsidiaries and the Associated Companies set out in Part II and Part III of Schedule 9 are correct and the share capital of each of the Subsidiaries and the Associated Companies is beneficially owned as shown there, free from all charges, liens, encumbrances and claims. 37 6.7 INTERESTS IN SHARES Other than the shareholdings of the Company in the Subsidiaries and the Associated Companies, the Company has no interest in the share capital or other securities of any other body corporate. 7. EMPLOYEES 7.1 The names, addresses, age and date of commencement of employment of those persons employed by the Company and the Subsidiaries in the United Kingdom and Guernsey are set out in the Disclosure Letter and such information is true and accurate in all material respects. 7.2 True and accurate details of the respective salaries, ages, length of service, notice periods, terms and conditions of employment, share incentive schemes, share option schemes, profit-share or bonus schemes and entitlements under these schemes relating to persons employed by the Company and the Subsidiaries with an annual salary (including bonuses) of (Pounds)50,000 or more (or the foreign currency equivalent) have been disclosed to OLOG in the Disclosure Letter. 7.3 The Company and each of the Subsidiaries has in relation to each of its employees and to each of its former employees discharged in all material respects its obligations to pay all salaries, wages, commissions, bonuses, overtime pay, holiday pay, sick pay, accrued entitlement under incentive schemes, PAYE and national insurance contributions and other benefits of or connected with employment up to the date of this Agreement. 8. PENSIONS 8.1 No agreement or arrangement (other than those pension schemes disclosed in the First Disclosure Letter ("DISCLOSED SCHEMES")) exists for the provision by the Company and the Subsidiaries of any relevant benefits (as defined in section 612 (1) of the Taxes Act with the omission of the exception in that definition) for any person employed or formerly employed by the Company and the Subsidiaries or for any dependant of any such person. 8.2 The Company and each of the Subsidiaries has no obligation (whether actual or contingent present or future) to contribute to any personal pension scheme (as defined in section 630 of the Taxes Act) in respect of any person employed or formerly employed by the Company and the Subsidiaries. 8.3 The Company and each of the Subsidiaries which has or has had employees participating in the Disclosed Schemes or any of them has duly complied in all material respects with its obligations under the Disclosed Schemes and all amounts due to be paid to the Disclosed Schemes from the Company and such Subsidiaries and their employees have been paid. 8.4 Since the date of the most recent actuarial valuation or funding review of the Disclosed Schemes (true and accurate details of which are set out in the Disclosure Letter), contributions made to the Disclosed Schemes have been at a rate or rates not lower than that or those recommended in the actuarial valuation or funding review (as appropriate). 38 9. MISCELLANEOUS 9.1 INSOLVENCY 9.1.1 No order has been made and no resolution has been passed for the winding up of, or a provisional liquidator to be appointed in respect of, the Company and no petition has been presented and no meeting has been convened for the purpose of winding up the Company; 9.1.2 no administration order has been made and no petition for such an order has been presented in respect of the Company; 9.1.3 no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Company; 9.1.4 the Company is not insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 and the Company has not stopped paying its debts as they fall due; 9.1.5 no voluntary arrangement has been proposed under section 1 of the Insolvency Act 1986 in respect of the Company; 9.1.6 no unsatisfied judgment for an amount in excess of (Pounds)10,000 is outstanding against the Company; and 9.1.7 no event analogous to any of the foregoing has occurred in relation to any other member of the Group in any jurisdiction. 39 PART II SPECIFIC VENDOR WARRANTIES Each of the Vendors represents and warrants to OLOG and OLII in respect of itself only, as follows:- 1. OWNERSHIP OF THE SHARES It is or will at Completion be the legal and beneficial owner of, or otherwise has full power and authority to transfer, legal and beneficial title to those Shares, Deferred Shares and Loan Stock set opposite its name in Schedule 1 free from Encumbrances. 2. CAPACITY 2.1 It has the requisite power and authority to enter into and perform this Agreement and this Agreement constitutes and any document to be delivered by it at Completion will constitute valid and binding obligations on it in accordance with its terms. 2.2 It has not received notice from the Company of any exercise or claim or purporting to exercise or claim any lien over its shares and no call on its Shares, Deferred Shares or Loan Stock (as appropriate) is outstanding but all are fully paid up. 2.3 There will at Completion be no agreements or arrangements to which it is a party under which any member of the Group will have any continuing obligations or liabilities other than under any agreement or arrangement referred to in this Agreement or in the case of the Management Vendors under any service agreement or arrangement between such Management Vendor and any member of the Group. 40 PART III OLOG WARRANTIES 1. OLOG REPRESENTS AND WARRANTS TO THE INDIVIDUAL MANAGERS THAT: 1.1 The Rights Agreement dated as of 29th February 1996 (the "Rights Agreement") between OLOG and Chemical Mellon Shareholder Services L.L.C. has been duly authorized, executed and delivered by OLOG; the Rights (as defined in the Rights Agreement) to be issued upon issuance of the OLOG Common Stock to be issued under this Agreement have been duly authorized and the Series A Junior Participating Preferred Stock to be issued upon exercise of the Rights has been duly authorized. Upon issuance of the OLOG Common Stock hereunder (including one Right for each Share of OLOG Common Stock), the Individual Managers will have all rights and powers and be subject to all other terms and conditions as are available and applicable to a Rights holder under the Rights Agreement and no further action on the part of OLOG is required to effect the foregoing. 1.2 All corporate action required to be taken for the authorization, issuance and sale of the OLOG Common Stock (including one Right for each share of OLOG Common Stock) pursuant to this Agreement has been validly and sufficiently taken. The shares of OLOG Common Stock and the Rights appertaining thereto have been duly authorized for issuance and sale to the Individual Managers pursuant to this Agreement and, when issued and delivered by OLOG herein pursuant to this Agreement against payment of the consideration set forth herein, such OLOG Common Stock and Rights will be validly issued and fully paid and nonassessable; and no holder thereof will be subject to personal liability solely by reason of being such a holder. 2. OLOG represents and warrants to CIS, the MGDC Vendors and the Management Vendors that it has the requisite power and authority to enter into and perform this Agreement and this Agreement constitutes and any document so delivered by it at Completion will constitute valid and binding obligations on it in accordance with its terms. 41 SCHEDULE 10 LIMITATIONS ON LIABILITY UNDER THE WARRANTIES 1. The Individual Managers shall have no liability in respect of a claim under Part I of Schedule 9 unless the amount that could in the absence of paragraphs 2, 3 and 4 hereof otherwise be recoverable from the Individual Managers in respect of that claim exceeds (Pounds)50,000. 2. The Individual Managers shall not have any liability in respect of a claim under Part I of Schedule 9 unless and until the amount that could in the absence of paragraphs 3 and 4 hereof otherwise be recoverable from the Individual Managers in respect of that claim, when aggregated with any other amount or amounts recoverable in respect of other claims under Part I of Schedule 9 (excluding any amounts in respect of a claim for which the Individual Managers have no liability because of paragraph 1), exceeds (Pounds)1,500,000 and in the event that the aggregated amounts exceed (Pounds)1,500,000 the Individual Mangers shall (subject to paragraphs 1, 3 and 4) be liable for the full amount of all claims under Part I of Schedule 9. 3. The liability of each of the Individual Managers in respect of any claim under Part 1 of Schedule 9 shall not exceed that proportion of such claim which the C Shares set opposite his name in Column (2) of Part II of Schedule 1 bears to the total Shares in issue immediately before Stage One. 4. The total liability of each of the Individual Managers in respect of all Claims is limited to 50 per cent of the amount of the Consideration received by him hereunder. 5. The total liability of each of the Vendors other than the Individual Managers in respect of all claims is limited to the amount of the Consideration received by it hereunder. 6. No Individual Manager shall have any liability in respect of a claim under Part I of Schedule 9 (other than under the Tax Warranty) unless OLOG or OLII has given that Individual Manager written notice of the claim (stating in reasonable detail the nature of the claim and, if practicable, the amount claimed) on or before 30th April 1998. 7. No Individual Manager shall have any liability in respect of a claim under the Tax Warranty unless OLOG or OLII has given that Individual Manager written notice of the claim (stating in reasonable detail the nature of the claim and, if practicable, the amount claimed) on or before 30th April 2003. 8. No Vendor shall have any liability in respect of a claim under Part II of Schedule 9 unless OLOG or OLII has given that Vendor written notice of the claim (stating in reasonable detail the nature of the claim and if practicable the amount claimed) on or before 30th April 2008. 9. OLOG shall not have any liability in respect of a claim under Part III of Schedule 9 unless CIS, the MGDC or the Management Vendors has given OLOG written notice of the claim (stating in reasonable detail the nature of the claim and if practicable the amount claimed) on or before 30th April 2008. 10. A claim notified in accordance with paragraphs 6 and/or 7 and not satisfied, settled or withdrawn is unenforceable against any Individual Manager on the expiry of the period 42 of six months starting on the day of notification of the claim, unless proceedings in respect of the claim have been issued and served on that Individual Manager. 11. No Individual Manager shall have any liability in respect of a claim under Part I of Schedule 9 to the extent that the matter giving rise to the claim would not have arisen but for: 11.1 An event after the Completion Date caused by a member of the OLOG Group or a director, employee, agent or adviser of the OLOG group; 11.2 the passing of or a change in, after the date of this Agreement, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body, a change in any area of accounting principle or practice generally accepted in any jurisdiction or an increase in the tax rates or an imposition of tax, in each case not actually or prospectively in force at the date of this Agreement; 11.3 a change in accounting policy or practice of any member of the Group after the Completion Date; 11.4 to the extent that the matter giving rise to the claim arises wholly or partially from an event after the date of this Agreement but before Completion at the request or direction of a member of the OLOG Group or an authorised director, employee, agent or adviser of the OLOG Group; 11.5 to the extent that the matter giving rise to the claim was specifically taken into account in computing the amount of an allowance, provision or reserve in the Accounts or was specifically referred to in the Accounts or in the directors report attached to the Accounts; 11.6 to the extent that the matter giving rise to the claim is a tax liability of any Company or Subsidiary arising because the assets of any Company or Subsidiary are more than, or its liabilities are less than, were stated in the Accounts; 11.7 to the extent that the matter giving rise to the claim is a tax liability against which a relief arising on or before Completion and not shown as an asset in the Accounts is utilised; and 11.8 to the extent that any Company or Subsidiary obtains the benefit of a relief (other than a deferred relief) in an accounting period ending after the Accounts Date for an expenditure, reserve or provision which was specifically taken into account in the Accounts so as to reduce the net assets of a Company or Subsidiary but was not, in preparing the Accounts, treated as non-deductible or non-allowable for tax purposes so as to increase the provision for tax in the Accounts. 12. OLOG and OLII are not entitled to recover more than once in respect of any one matter giving rise to a claim. 13. If any member of the Group is entitled to recover from another person a sum which relates to a matter which has given, or might give, rise to a claim and any Individual Manager has first agreed (to OLOG and OLII's reasonable satisfaction) to indemnify Bristow against all costs which Bristow or any other member of the Group may incur 43 in connection with the taking of the following action, then, at that Individual Manager's request, Bristow shall, and shall ensure that the Group will, take any action reasonably requested by that Individual Manager to enforce recovery against the other person and where prior to such recovery the Individual Managers (or some thereof) have made payment to OLOG and OLII in settlement of the claim under the Warranties, OLOG and OLII shall account to each Individual Manager for the lesser of: 13.1 the appropriate share of the sum recovered (including any interest paid by the other person), net of any reasonable costs incurred in making recovery (save where such costs have been met by any Individual Manager) having regard to paragraph 3 above; and 13.2 the amount paid by the Individual Manager in respect of such claim. 14. Nothing in this Schedule 10 restricts or limits any general obligation at law of OLOG and OLII to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a claim. 15. IF at any time after the date of this Agreement any of the Individual Managers wishes to insure against his liabilities in respect of claims, OLOG and OLII shall provide such information as it is able and which a prospective insurer may reasonably require for the purposes of effecting the insurance. 16. OLOG and OLII shall, and shall ensure that each member of the Group will preserve all documents, records, correspondence, accounts and other information whatsoever relevant to a matter which may give rise to a claim under the Warranties until the expiry of three years from the date of this Agreement. 17. In assessing any damages or other amounts recoverable for a claim there shall be taken into account any corresponding savings by, or net benefit to, the OLOG Group in connection with the facts or circumstances giving rise to such claim. 44 SCHEDULE 11 PART I DETAILS OF THE COMPANY Date of Incorporation: 29.8.91 Registered Number: 02641653 Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: (Pounds)10,000,000 and US$2,000 divided into 200,000,000 Deferred Shares, 90,000,000 A Shares, 90,000,000 B Shares and 20,000,000 C Shares. Issued share capital: (Pounds)10,000,000 and US$2,000 Directors: Peter Neville Buckley Jonathan Harry Cartwright Stephen William Palframan Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc Outstanding Charges: 1. Debenture dated 7.11.91 with National Westminster Bank comprising fixed and floating charges over the undertaking and all property and assets present and future. 2. Shares charge dated 7.11.91 securing all monies due or to become due from the company to the chargee under the Credit Agreement, Caledonia Counter- Indemnity interest-rate protection letter, security document and Group Guarantee. 3. Amendment and Restatement Agreement dated 30.6.95 charging all shares and other securities issued by National Westminster Bank in order to secure actual and/or contingent obligations and liabilities under Group Guarantee, Credit Agreement, Working Capital Facility Letter and Security Documents to which Chargor is a party. 45 PART II DETAILS OF THE SUBSIDIARIES Name: BRISTOW NOMINEES LIMITED Date of Incorporation: 29.8.91 Registered Number: 02641652 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: (pounds)100 divided into 100 Ordinary Shares Issued share capaital: 100 Ordinary Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Limited (100) Directors: Peter Neville Buckley Stephen William Palframan Ian Blair McIntosh Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Associations Available Yes/No: Yes Outstanding Charges: None 46 Name: BRISTOW STAFF PENSION SCHEME TRUSTEES LIMITED Date of Incorporation: 20.12.91 Registered Number: 02663634 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 2 Ordinary Shares of (pounds)1 each Issued share capital: 2 Ordinary Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Limited (2) Directors: Michael Wyatt Bill Ian Blair McIntosh Peter Neville Buckley Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: None 47 Name: BRISTOW CALEDONIAN HELICOPTERS LIMITED Date of Incorporation: 5.3.92 Registered Number: SC136989 Country of Incorporation: Scotland Registered Office: Aberdeen Airport Dyce Aberdeen AB2 0ES Authorised share capital: 100 Ordinary Shares of (pounds)1 each Issued share capital: 100 Ordinary Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Limited (100) Directors: Ian Blair McIntosh Michael John Norris Stephen William Palframan Anthony Jones Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: None 48 Name: UNITED HELICOPTERS LIMITED Date of Incorporation: 22.7.55 Registered Number: 00552382 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 150 000 Ordinary Shares of (pounds)1 each Issued share capital: 150 000 Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Ltd. (150,000) Directors: Christopher William Russell Fry Ian Blair McIntosh Michael John Norris Stephen William Palframan Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Assoication Available: YES Outstanding Charges: (1) 7.11.91 Debenture (2) 30.6.95 Amendment and Restatement Agreement 49 Name: BRITISH ISLAND AIRWAYS (GUERNSEY) LIMITED Date of Incorporation: 27.5.82 Registered Number: 10852 Country of Incorporation: Guernsey Registered Office: First Floor, National Westminster House, Le Truchot, St. Peter Port, Guernsey Authorised share capital: 100 Ordinary Shares of (pounds)1 each Issued share captial: 7 Ordinary Shares of (pounds)1 each Registered shareholders: Abacus Trustees (Guernsey) Limited (3) Abacus Trustees (Jersey) Limited (1) Abacus (Guernsey) Limited (1) Abacus Secretaries (Guernsey) Limited (1) Abacus Secretaries (Jersey) Limited (1) Directors: David Richard Johnson Julian Vaughan Outstanding Charges: None 50 Name: PERTH AIRPORT LIMITED Date of Incorporation: 29.10.38 Registered Number: 00345684 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 17,500 Ordinary shares (pounds)1 each 100 Preference Shares of (pounds)1 each Issued share capital: 17,500 Ordinary Shares of (pounds)1 each 100 Preference Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Limited (17,500 Ordinary Shares; 100 Preference Shares) Directors: Michael Wyatt Bill Michael John Norris Stephen William Palframan Dennis Russell Richard Langton Ian Blair McIntosh Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. The Royal Bank of Scotland plc. Articles of Association: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 30/6/95 - Amendment and Restatement Agreement 51 Name: BRISTOW AVIATION LIMITED Date of Incorporation: 21.11.67 Registered Number: 00923298 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 18,720,000 Ordinary Shares of 10p each 100 Preference Shares of (pounds)1 each Issued share capital: 18,720,000 Ordinary Shares of 10p each 100 Preference Shares of (pounds)1 each Registered shareholders: Bristow Helicopter Group Limited (18,720,000 Ordinary Shares 100 Preference Shares) Directros: Ian Blair McIntosh Michael John Norris Stephen William Palframan Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 30/6/95 - Amendment and Restatement Agreement 52 Name: CALEDONIAN HELICOPTERS LIMITED Date of Incorporation: 21.7.70 Registered Number: 00985151 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 6,000,000 Ordinary Shares of (pounds)1 each Issued share capital: 6,000,000 Ordinary Shares of (pounds)1 each Registered shareholders: United Helicopters Limited (6,000,000) Directors: Christopher William Russell Fry Ian Blair McIntosh Michael John Norris Stephen William Palframan Anthony Jones Secretary: Ian Blair McIntosh Auditors: KPMG Articles of Association Available: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 8/11/91 - Legal Charge (3) 30/6/95 - Amendment and Restatement Agreement 53 Name: BRISTOW HELICOPTERS (INTERNATIONAL) LIMITED Date of Incorporation: 12.5.58 Registered Number: 00604403 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Surrey RH1 5JZ Authorised share capital: 250 Ordinary Shares at (pounds)1 each at (pounds)1 each 750 Preference Shares at (pounds)1 each Issued share capital: 250 Ordinary Shares at (pounds)1 each 750 Preference Shares at (pounds)1 each Registered shareholders: United Helicopters Limited (250 Ordinary Shares 750 Preference Shares) Directors: Christopher William Russell Fry Keith Gaston-Parry Ian Blair McIntosh Michael John Norris Stephen William Palframan Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 30/6/95 - Amendment and Restatement Agreement 54 Name: BRITISH EXECUTIVE AIR SERVICES LIMITED Date of Incorporation: 19.5.54 Registered Number: 00805738 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 1,500,000 Ordinary Shares of (pounds)1 each Issued share capital: 945,000 Ordinary Shares (pounds)1 each Registered shareholders: Bristow Helicopters Limited (945,000) Directors: Ian Blair McIntosh Michael John Norris Stephen William Palframan Edward Tait Anthony Jones Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 7/11/91 - Deed of Helicopter Mortgage (3) 11/11/91 - Confirmatory Charge (4) 30/6/95 - Amendment & Restatement Agreement 55 Name: OXFORD HELI SERVICES LIMITED Date of Incorporation: 16.11.64 Registered Number: 00827367 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Surrey RH1 5JZ Authorised share capital: 100 (pounds)1 Ordinary Shares 1900 (pounds)1 4.38% Cumulative Participating Preference Shares Issued share capital: 500 Shares of (pounds)1 (100 (pounds)1 Ordinary Shares; 400 4.38% Cumulative Participating Preference Shares) Registered shareholders: British Executive Air Services Limited (100 Ordinary and 400 4.38% Cumulative Preference Shares) Directors: Christopher William Russell Fry Ian Blair McIntosh Michael John Norris Stephen William Palframan Dennis Russell Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: (1) 7/11/91 Debenture (2) 30/6/95 Amendment & Restatement Agreement 56 Name: HELI-UNION B.E.A.S. LIMITED Date of Incorporation: 4.3.68 Registered Number: 00928170 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 1,100 Ordinary Shares of (pounds)1 each divided into 1000 'A' Ordinary Shares of (pounds)1 each and 100 'B' Ordinary Shares of (pounds)1 each Issued share capital: 1,100 Ordinary Shares divided into: 1000 'A' Ordinary Shares and 100 'B' Ordinary Shares Registered shareholders: British Executive Air Services Limited (1000 'A' Ordinary Shares; 100 'B' Ordinary Shares) Directors: Ian Blair McIntosh Christopher William Russell Fry Stephen William Palframan Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association: YES Outstanding Charges: None 57 Name: BRISTOW HELICOPTERS SINGAPORE PTE LIMITED Registered No: 1375/1971 Incorporation Details: Incorporated in Singapore on 16th December 1971 Registered Office: 50 Raffles Place, 18 Floor Shell Tower, Singapore 0104 Share Capital: Authorised: 100,000 divided into 5,000 shares of S$20 each Issued: 100 shares divided into 5 shares of S$20 Registered Shareholders: United Helicopters Ltd 5 shares of S$20 Directors: Christopher William Russell Fry K. Shanmugam Stephen William Palframan Secretary: Mr Khoo Kah Ho Holding Company: United Helicopters Limited Subsidiaries: None Charges: None 58 Name: WEST AUSTRALIAN HELICOPTERS PTY LIMITED Registered No: 781/67 Incorporation Details: Incorporated in Australia on 9th November 1967 Registered Office: 2nd Floor Reserve Bank Building, 45 St Georges Terrace, Perth, Australia Share Capital: Authorised: 100,000 divided into 100 Ordinary Shares of $1 each, and 99,900 redeemable Preference Shares of $1 each Issued: $100,000 divided into: 100 Ordinary Shares of $1 and 99,900 Redeemable Preference Shares of $1 Registered Shareholders: Ordinary Shares: Cranley Management Pty Limited 51 United Helicopters Limited 49 Redeemable Preference Shares: Cranley Management Pty Limited 50,949 United Helicopters Limited 48,951 Directors: Stephen William Palframan Anthony Kay Christopher William Russell Fry Secretary: Anthony Kay Holding Company: Cranley Management Pty Limited Note: Changed its name from ATA Helicopters Pty Limited to West Australian Helicopters Pty Limited on 1st April 1968 Trading Status: Dormant Charges: None 59 Name: BITSYSTEM LIMITED Date of Incorporation: 6.12.88 Registered Number: 02325297 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Redhill Surrey RH1 5JZ Authorised share capital: 10 Ordinary Shares at (pounds)1 each Issued share capital: 10 Ordinary Shares at (pounds)1 each Registered shareholders: Bristow Helicopters Limited (10) Directors: Stephen William Palframan Ian Blair McIntosh Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: None 60 Name: BRISTOW HELICOPTERS (EASTERN) LIMITED Date of Incorporation: 6.6.53 Registered Number: 00520374 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Surrey RH1 5JZ Authorised share capital: 2000 Ordinary Shares of (pounds)1 Issued share capital: 1000 Ordinary Shares of (pounds)1 Registered shareholders: Bristow Helicopters Limited (1,000) Directors: Michael Wyatt Bill Allan Cyril Brown Ian Blair McIntosh Stephen William Palframan Dennis Russell Secretary: Ian Blair McIntosh Auditors: KPMG Bankers: National Westminster Bank plc. Articles of Association: YES Outstanding Charges: (1) 7/11/91 - Debenture (2) 30/6/95 - Amendment & Restatement Agreement 61 Name: HELICOPTER RENTALS LIMITED Date of Incorporation: 17.6.59 Registered Number: FC 15036 Country of Incorporation: Bermuda Registered Office: Clarendon House Church Street Hamilton, HM11 Bermuda Authorised share capital: BD$12,000 divided into 5,000 ordinary shares of BD$2.40 each Issued share capital: BD$12,000 divided into 5,000 ordinary shares of BD$2.40 each Registered shareholders: Bristow Helicopters Limited 4993 Charles T.M. Collis 1 Christopher William Russell Fry 1 Stephen William Palframan 1 R.S.L. Pearman 1 Dennis Russell 1 Nicholas D. Trollope 1 Michael John Norris 1 Directors: Stephen William Palframan Christopher William Russell Fry Michael John Norris Dennis Russell Charles T.M. Collis Nicholas D. Trollope R.S.L. Pearman Secretary: Ian Blair McIntosh Articles of Association/Constitutional Documents Available: YES Charges: None 62 Name: BRISTOW HELIKOPTERS B.V. Date of Incorporation: Incorporated in Amsterdam on 2nd July 1993 Registered Number: 262.40.7149 1p*03*3.26 Registered Office: Appeldijk 17,4161 BH, Heukelum, The Netherlands Authorised share capital: NLG200,000 divided into 200,000 shares of NLG 1 each Issued share capital: NLG 40,000 Registered shareholders: Bristow Helicopters Limited Directors: Stephen William Palframan Ian Blair McIntosh Secretary: Ian Blair McIntosh Holding Company: Bristow Helicopters Limited Charges: None 63 Name: IRISH HELICOPTERS LIMITED Registered No: 27315 Incorporation Details: Incorporated in Ireland on 8th October 1968 Registered Office: West Point Hangar, Dublin Airport, Ireland Share Capital: Authorised - 250,000 (pounds)1 Shares Issued - 250,000 (pounds)1 Shares Registered Shareholders: Bristow Helicopters Limited - 127,500 Shares-51% Petroleum Helicopter Inc. - 122,500 Shares - 49% Directors: Carroll W Suggs John H Untereker Philip Noel Hunt Stephen William Palframan Secretary: Gary Jermyn Auditors: KPMG Stokes Kennedy Crowley Charges: None 64 Name: BRISTOW HELICOPTERS INC. Registered No: 318605 Incorporation Details: Incorporated in United States on 26th May 1978 Registered Office: Reid and Riege PC, One State Street, Hartford, Conn. 06103-3285 Never did business in Texas Never paid Texas Franchise tax Share Capital: Authorised and Issued: 1,250 Preferred non-voting shares of par value $10 each 97,000 non-preferred voting shares of par value $10 each Registered Shareholders: Preferred non-voting shares of par value $10 each C Bond Holding 250 J Clavell Holding 250 W Miller Holding 250 K Osborne Holding 250 S Percy Holding 250 --- 1,250 Shareholders of non-preferred voting shares par value $10 Helicopter Rentals Limited: Holding 97,500 Director: K J Osborne Secretary: N S Hewitt Holding Company: Helicopter Rentals Limited Acquired 03.04.82 Holding 100% Charges: None 65 Name: HELICOPTER RENTALS INC Registered No. 2259257 Incorporation Details: Incorporated in United States on 7th January 1977 Registered Office: Reid and Reige PC, One State Street, Hartford, Conn. 06103-3285 Tel: 203-278-1150 Fax: 203-240-1002 Share Capital: Authorised: $5000 divided with 500 shares of $10 each Issued: $1,000 divided with 100 shares of $10 each Registered Shareholders: Helicopter Rentals Limited - Holding 100% Director: K J Osborne Secretary: H S Hewitt Charges: None 66 Name: BRISTOW HELICOPTERS LIMITED Date of Incorporation: 24.6.55 Registered Number: 00551102 Country of Incorporation: England and Wales Registered Office: Redhill Aerodrome Surrey RH1 5JZ Authorised share capital: 10,000 Shares divided into: 8,000 Ordinary (pounds)1 Shares; 2,000 3.5% Non-Cumulative Preference Shares Issued share capital: 10,000 Shares divided into: 8,000 Ordinary (pounds)1 Shares 2,000 3.5% Non-Cumulative Preference Shares; Registered shareholders: United Helicopters Limited (8,000 Ordinary Shares; 2,000 3.5% Non-Cumulative Preference Shares) Directors: Christopher William Russell Fry Keith Gaston-Parry Ian Blair McIntosh Michael John Norris Stephen William Palframan Dennis Russell Ian Scott Edward Tait Anthony Jones Secretary: KPMG Auditors: National Westminster Bank plc. Articles of Association Available: YES Outstanding Charges: 7/11/91 - Deed of Mortgage - partially released 7/11/91 - Australian Shares Charge 7/11/91 - Debenture - partially satisfied 21/2/92 - Deed of Supplemental Mortgage 18/6/92 - Deed of Charge 1/7/92 - Deed of Supplemental Mortgage 30/6/95 - Amendment & Restatement Agreement 67 Name: BRISTOW HELICOPTER MALAYSIA SDN BERHAD Registered No: 351/70 Incorporation Details: Incorporated in Malaysia on 12th June 1970 Registered Office: Office C, Sam Mansion, Jalan Tuba, 50460 Kuala Lumpur, Malaysia Tel: 03 2327925 Fax: 03 2387807 Share Capital: Authorised: 2,000,000 divided into 2,000,000 Ordinary Shares of M$1 each. Issued: 100,000 divided into 100,000 Ordinary Shares of M$1. Registered Shareholders: United Helicopters Limited 100,000 Directors: Mrs P Bowie (Pearl Schubert) Christopher William Russell Fry Tunku Tan Sri Mohamed Stephen William Palframan Tunku Shahabuddin Secretary: Chan Yoke Ying Charges: None 68 Name: CRANLEY MANAGEMENT PTY LIMITED Registered No: 009 317 962 Incorporation Details: Incorporated in Australia on 10th June 1988 Registered Office: c/o Kay Goldstein 10th Floor, 19 Pier Street Cnr. Hay and Pier Streets Perth WA 6000 Tel: 09 221 3662 Fax: 09 221 3698 Share Capital: Authorised: 100,000 shares of AS$1 each Issued: 2 shares of AS$1 each Registered Shareholders: 1 share Tony Kay 1 share Goodman Investments Pty Limited (The trustee of The Goodman Investment Trust) Directors: Anthony Kay Appointed 20.06.88 Christopher William Russell Fry Appointed 25.11.96 Secretary: Anthony Kay Appointed 11.02.96 Holding Company: Bristow Helicopters Limited (via Declarations of Trust from Anthony Kay and Goodman Investments pty Subsidiaries: Bristow Helicopters Australia Pty Limited West Australian Helicopters Pty Limited Charges: None 69 Name: BRISTOW HELICOPTERS AUSTRALIA PTY LIMITED Registered No: 000 5 65 579 Date of incorporation: 15th February 1967 Place of incorporation: Sydney Registered Office: c/o KPMG, Level 30, Central Park, 152/158 St George's Terrace, Perth, Western Australia, 6000 Principal Place of Business: CAA Building, 130 Fauntleroy Avenue, Redcliffe, WA 6104 Share Capital Authorised: A$200,000 divided into 200,000 ordinary shares of A$1 each Issued: 50,000 shares fully paid of A$1 Registered Shareholders: Cranley Management Pty Limited 25,500 Ordinary $1 fully paid shares United Helicopters Limited 24,500 Ordinary $1 fully paid shares Directors: Stephen William Palframan (Appointed 01.05.1996) Tim Collins (Appointed 21.07.1994) A. Kay (Appointed 21.07.1994) Secretary: Tim Collins (Appointed 21.07.94) A Kay (Appointed 26.02.91) Holding Company: Cranley Management Pty Limited Subsidiaries: None Auditors: KPMG Attention: Alison Mary Kitchen 30th Floor, Central Park, 152, St. George's Terrace, WA 6000 Outstanding Charges: None 70 Name: TECHNOLOGIE AERONAUTICHE SERVIZI SUPPORTO Registered No: Date of incorporation: 13th May 1996 Registered Office: Via Maso Finiguerra 7, 50123 Florence Italy Share Capital: Authorised and issued - 2,000 shares of 10,000 lire each = 20 million Registered Shareholders: Stephen William Palframan 1,160 shares = 58% (For Bristow Helicopters Limited) Gian Franco Blower 500 shares = 25% Helitalia SpA 140 shares = 7% Gian Carlo Vercellis 50 shares =2 1/2% Emilio Dalmasso 50 shares =2 1/2% Catherine Hiebel 50 shares =2 1/2% Riccardo Bacich 50 shares =2 1/2% --------- ----- 2,000 100% Directors: Provisional - G F Blower - G Vercellis - R Bacich Secretary: Provisional - Emilio Dalmasso Auditors: None required Outstanding Charges: None 71 PART III DETAILS OF THE ASSOCIATED COMPANIES Name: HELITALIA SPA (ITALY) (33%) Registered Number: 04605430489 (Chamber of Commerce No. 464 531) Country of Incorporation: Italy Registered Office: Helitalia SpA Via Maso Finiguerra 7 50123 Firenze, Italy Authorised share capital: L1,000,000,000 (100,000 shares of L10,000 each) Issued share capital: 100,000 shares of L10,000 each Registered shareholders: Giovanni Francesco Blower (L670,000,000) Bristow Helicopters Limited (L330,000,000) Directors: Giovanni Francesco Blower Giancarlo Vercellis Bryan Collins Stephen William Palframan Maurizio Lenzi Riccardo Bacich Outstanding Charges: None 72 Name: NORSK HELICOPTER AS (NORWAY) (49%) Date of Incorporation: Registered Number: 967827363 Country of Incorporation: Norway Registered Office: United Helicopters AS Vingveien 3 4050 Sola Norway Authorised share capital: NOK 25,000 (divided who 25,000 shares of NOK 1 each) Issued share capital: NOK 25,000 Registered shareholders: Bristow Helicopters Limited (NOK 12,000) Andreas Ugland and Sons AS (NOK 12,500) Andreas K.L. Ugland (NOK 500) Directors: Arve Andersson (Chairman) Knut Axel Ugland (Board Representative) Stephen William Palframan (Board Representative) Philip N. Hunt (Board Representative) Outstanding Charges: None 73 Name: BRISTOW HELICOPTERS (NIGERIA) LIMITED Registered Number: 6702 Incorporation Details: Incorporated in Nigeria on 17th December 1969 Registered Office: Ebani House, 62 Marina, PO Box 2442, Marina, Lagos Telephone: 234 1 661462 Fax: 234 1 662709 Share Capital: Authorised: 500,000 divided into 250,000 Ordinary Shares of Nira 2 Issued: 440,000 divided into 220,000 Ordinary Shares of Nira 2 Registered Shareholders: Ordinary Shares of Nira 2: Bristow Helicopters Limited 87,999 Stephen William Palframan 1 A Edu 19,800 M A Oni 19,800 A O Solaru and M A Oni and A Edu as Trustees 4,400 A O Solaru 88,000 Directors: A Edu (Appointed 30.11.76) M A Oni (Appointed 26.04.71) A O Solaru (Appointed 19.11.73) Stephen William Palframan L Layton (alternate to Stephen William Palframan) Secretary: Cosec Services Limited Holding Company: Bristow Helicopters Limited Subsidiaries: None Charges: None 74 Name: BRISTOW CARIBBEAN LIMITED Registered No: 155 Incorporation Details: Incorporated in Trinidad on 14th June 1974 Registered Office: c/o Pannell Kerr Forster, 53-55 Abercromby Street Port of Spain, Trinidad Telephone: 809 623 1241 Fax: 809 623 1231 Capital: Authorised: $50,000 divided into 50,000 shares of $1 each Issued: 40,000 shares of (pounds)1 each Registered Shareholders: Geo F Huggins and Co Limited 24,000 United Helicopters Limited 16,000 Directors: Gabriel John Faria - Appointed 1st September 1993 Stephen William Palframan Christopher William Russell Fry HDE Boyt Secretary: D J Hardy Holding Company: United Helicopters Limited Subsidiaries: None Charge: None 75 Name: VISCOM (ABERDEEN) LIMITED Date of Incorporation: 4th March 1992 Registered Office: Schoolhill, Aberdeen, Scotland, AB10 1FR Share Capital: Authorised: 10,000 ordinary shares of (pounds)1 each Issued: 1,000 ordinary shares of (pounds)1 each Registered Shareholders: All shareholders hold 250 shares The Robert Gordon University Bristow Helicopters Limited Bond Holicopters Limited Brintel Helicopters Limited Directors: J.D.I. Bell D.C. Caldwell A.E. Jones P. Conway Company Secretary: D.C. Caldwell Auditors: Coopers & Lybrand Chartered Accountants 32 Albyn Place Aberdeen AB1 1YL Bankers: Outstanding Charges: None 76 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of MORGAN ) GRENFELL DEVELOPMENT ) (duly authorised attorney) CAPITAL NOMINEES LIMITED ) A/C MGCP IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of MORGAN ) NOMINEES (GUERNSEY) ) (duly authorised attorney) LIMITED IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) for and on behalf of MORGAN ) /s/ NORMAN MURRAY GRENFELL DEVELOPMENT ) CAPITAL NOMINEES LIMITED ) (duly authorised attorney) A/C MGDC IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) for and on behalf of COAL PENSION ) /s/ NORMAN MURRAY VENTURE NOMINEES LIMITED ) in the presence of: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith 77 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of CINVEN INVESTORS) NOMINEES LIMITED IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of RAILWAY PENSION ) VENTURE CAPITAL LIMITED ) (duly authorised attorney) in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of BARCLAYS ) VENTURE NOMINEES LIMITED ) (duly authorised attorney) in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of NIPPON ) ENTERPRISE CORP IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of BERRYLANDS ) NOMINEES LIMITED IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith 78 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of COMMERCIAL ) UNION LIFE ASSURANCE CO. ) (duly authorised attorney) LIMITED IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of COMMERCIAL ) UNION NOMINEES LIMITED IN THE ) (duly authorised attorney) presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of ABERDEEN CITY ) COUNCIL SUPERANNUATION ) (duly authorised attorney) FUND IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of COUNTY NATWEST ) VENTURES INVESTMENTS PLC ) (duly authorised attorney) in the presence of: ) Rebecca Ferguson Herbert Smith 79 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of LLOYDS BANK ) LIMITED, A/C HUGEF IN THE PRESENCE ) (duly authorised attorney) of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of ENGLISH AND ) SCOTTISH INVESTORS PLC ) (duly authorised attorney) in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of THE GARTMORE ) 1990 FUND IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of GARTMORE ) ENTERPRISE TRUST PLC IN THE PRESENCE ) (duly authorised attorney) of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of NC LOMBARD ) STREET NOMINEES LIMITED, ) (duly authorised attorney) X30 ACCOUNT IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith 80 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of GRANT CHARLES ) HAGGITH IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of NANDRANEY DEVI ) HAGGITH IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of THOMAS HENRY ) POSTLEWAITE IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of NOREEN ) JOSEPHINE POSTLEWAITE ) (duly authorised attorney) in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of DAVID CHARLES ) BAYS IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith 81 SIGNED BY NORMAN MURRAY ) /s/ NORMAN MURRAY for and on behalf of PATRICIA MAY ) BAYS IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY ) /s/ STEPHEN WILLIAM PALFRAMAN STEPHEN WILLIAM PALFRAMAN ) in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY IAN BLAIR MCINTOSH ) /s/ IAN BLAIR MCINTOSH in the presence of: ) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of BRISTOW ) NOMINEES LIMITED IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of CHRISTOPHER ) WILLIAN RUSSELL FRY IN THE ) (duly authorised attorney) presence of: ) Rebecca Ferguson Herbert Smith 82 SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of KEITH H.R. ) GASTON-PARRY IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of MICHAEL JOHN ) NORRIS IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of MICHAEL WYATT ) BILL IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of DENNIS RUSSEL ) in the presence of: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of ALLAN CYRIL ) BROWN IN THE PRESENCE OF: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith 83 SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of IAN P. SCOTT ) in the presence of: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of SAIFUDEEN EDU ) in the presence of: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY S W PALFRAMAN ) /s/ STEPHEN WILLIAM PALFRAMAN for and on behalf of MICHAEL ONI ) in the presence of: ) (duly authorised attorney) Rebecca Ferguson Herbert Smith SIGNED BY DRURY A MILKE ) /s/ DRURY A MILKE for and on behalf of OFFSHORE ) LOGISTICS, INC. IN THE PRESENCE OF: ) Rebecca Ferguson Herbert Smith SIGNED BY DRURY A MILKE ) /s/ DRURY A MILKE for and on behalf of OFFSHORE ) LOGISTICS INTERNATIONAL, INC. ) in the presence of: ) Rebecca Ferguson Herbert Smith 84 SIGNED BY P N BUCKLEY ) /s/ P N BUCKLEY for and on behalf of CALEDONIA ) INVESTMENTS PLC IN THE PRESENCE OF: ) Michelle Thomas Freshfields 65 Fleet Street London SIGNED BY P N BUCKLEY ) /s/ P N BUCKLEY for and on behalf of CALEDONIA ) INDUSTRIAL & SERVICES LIMITED ) in the presence of: ) Michelle Thomas Freshfields 65 Fleet Street London SIGNED BY P N JONES ) /s/ ANDREAS K L UGLAND for and on behalf of ANDREAS K.L. ) UGLAND IN THE PRESENCE OF: ) (BY HIS ATTORNEY P N JONES) Rebecca Ferguson Herbert Smith SIGNED BY DRURY A MILKE ) /s/ DRURY A MILKE for and on behalf of BRISTOW ) AVIATION HOLDINGS LIMITED IN THE ) presence of: ) Rebecca Ferguson Herbert Smith 85 -----END PRIVACY-ENHANCED MESSAGE-----