<PAGE>
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)
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
ANNEX A
5
<PAGE>
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
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
<TABLE>
<CAPTION>
NOTE 1995 1994 1993
---- ------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C> <C>
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
======== ======== ========
</TABLE>
The turnover and profit were derived from continuing operations.
The accompanying notes are an integral part of these statements.
7
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 1995 AND 1994
<TABLE>
<CAPTION>
NOTE 1995 1994
---- ------------- -------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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)
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
8
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
YEARS ENDED 31 DECEMBER 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
9
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
CONSOLIDATED CASH FLOW STATEMENT
YEARS ENDED 31 DECEMBER 1995, 1994, AND 1993
<TABLE>
<CAPTION>
NOTES 1995 1994 1993
----- ------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C> <C>
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)
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
10
<PAGE>
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
<PAGE>
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:--
<TABLE>
<S> <C>
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
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
NUMBER
OF EMPLOYEES
-----------------
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Operating staff............................................ 1,435 1,563 1,656
Management and administration.............................. 270 292 308
----- ----- -----
1,705 1,855 1,964
===== ===== =====
</TABLE>
Staff costs
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
13
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
3. EMPLOYEE INFORMATION (continued)
Directors' remuneration
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds) (Pounds) (Pounds)
<S> <C> <C> <C>
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
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
</TABLE>
14
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
5. INTEREST PAYABLE AND SIMILAR CHARGES
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
6. TAXATION
<TABLE>
<CAPTION>
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
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
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
7. TANGIBLE ASSETS
<TABLE>
<CAPTION>
PLANT
EQUIPMENT
LAND AND AND
BUILDINGS AIRCRAFT* VEHICLES TOTAL
----------- ----------- ----------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
<S> <C> <C> <C> <C>
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
====== ======= ====== =======
</TABLE>
- --------
* 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.
<TABLE>
<CAPTION>
31 DECEMBER 31 DECEMBER
1995 1994
----------- -----------
(Pounds)000 (Pounds)000
<S> <C> <C>
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
===== =====
</TABLE>
16
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
8. INVESTMENTS
<TABLE>
<CAPTION>
ASSOCIATED
UNDERTAKINGS OTHER
----------------------- UNLISTED
SHARES LOANS INVESTMENTS TOTAL
----------- ----------- ----------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
<S> <C> <C> <C> <C>
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
------ ----- --- ------
</TABLE>
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
<PAGE>
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
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
Consumable spares, minor rotable spares
and fuel................................ 5,045 5,182
Work in progress and stock for resale.... 419 298
----- -----
5,464 5,480
===== =====
</TABLE>
10. DEBTORS due within one year
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
====== ======
</TABLE>
11. CREDITORS
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
--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
====== ======
</TABLE>
18
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
--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
====== ======
</TABLE>
12. BANK LOANS AND OVERDRAFTS
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
====== ======
</TABLE>
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
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
<S> <C> <C>
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 --
===== ===
</TABLE>
19
<PAGE>
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:
<TABLE>
<CAPTION>
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
---------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
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
=== === === ===
</TABLE>
14. LOAN STOCK
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
---------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
Repayable by instalments in more than five
years:
Unsecured subordinated loan stock......... 26,973 27,542
====== ======
</TABLE>
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
<TABLE>
<CAPTION>
TAXATION COMPONENT
INCLUDING OVERHAULS
DEFERRED AND SELF
TAXATION INSURED RISKS TOTAL
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
===== ====== ======
</TABLE>
The amounts provided and not provided for deferred taxation are set out
below:
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994
--------------------------- ---------------------------
PROVIDED UNPROVIDED PROVIDED UNPROVIDED
------------- ------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C> <C>
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 --
====== ==== ====== ====
</TABLE>
The amounts provided are for other short term timing differences. All
liabilities for deferred taxation have been provided for.
20
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
16. SHARE CAPITAL
<TABLE>
<CAPTION>
31 DECEMBER 31 DECEMBER
------------- -------------
1995 1994
---- ----
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
====== ======
</TABLE>
17. RESERVES
<TABLE>
<CAPTION>
GOODWILL
PROFIT WRITE-OFF
SHARE PREMIUM AND LOSS RESERVE
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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)
====== ====== ========
</TABLE>
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
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
18. NET CASH INFLOW FROM OPERATING ACTIVITIES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
---------------- ---------------- ----------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
19. NET CASH FLOW FROM FINANCING
<TABLE>
<CAPTION>
OBLIGATIONS
UNDER LEASES
AND HIRE
SHARE CAPITAL PURCHASE
(INCLUDING PREMIUM) LOANS CONTRACTS
------------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ======= =====
</TABLE>
<TABLE>
<CAPTION>
31 DECEMBER 1995 31 DECEMBER 1994 31 DECMEBER 1993
---------------- ---------------- ----------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
22
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
20. CASH AND CASH EQUIVALENTS
Analysis of changes in cash and cash equivalents during the year:
<TABLE>
<CAPTION>
31 DECEMBER 31 DECEMBER 31 DECEMBER
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
<S> <C> <C> <C>
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
====== ======= =======
</TABLE>
21. CAPITAL COMMITMENTS
<TABLE>
<CAPTION>
31 DECEMBER 31 DECEMBER
1995 1994
------------- -------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
Group
Contracted but not yet delivered................. 24 4,287
Authorised but not contracted.................... 842 1,934
--- -----
866 6,221
=== =====
</TABLE>
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
<PAGE>
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
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
NOTES (continued)
25. PRINCIPAL SUBSIDIARY AND ASSOCIATED UNDERTAKINGS
<TABLE>
<CAPTION>
COUNTRY OF
INCORPORATION SHARES HELD
SUBSIDIARY UNDERTAKINGS REGISTRATION CLASS % HELD
----------------------- ------------- ----------- ------
<S> <C> <C> <C>
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
<CAPTION>
ASSOCIATED UNDERTAKINGS
-----------------------
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
YEAR ENDED 31 DECEMBER
-----------------------------------------
1995 1994 1993
------------- ------------- -------------
(Pounds)000'S (Pounds)000'S (Pounds)000'S
------------- ------------- -------------
<S> <C> <C> <C>
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
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
AS AT 31
DECEMBER
----------------
1995 1994
------- -------
<S> <C> <C>
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
======= =======
</TABLE>
27
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
<TABLE>
<CAPTION>
9 MONTHS ENDED 9 MONTHS ENDED
30 SEPTEMBER 96 30 SEPTEMBER 95
--------------- ---------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
======== =======
</TABLE>
The turnover and profit were derived from continuing operations.
28
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 1996 AND 31 DECEMBER 1995
<TABLE>
<CAPTION>
30 SEPTEMBER 1996 31 DECEMBER 1995
----------------- ----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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)
======== ========
</TABLE>
29
<PAGE>
BRISTOW HELICOPTER GROUP LIMITED
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
PERIODS ENDED 30 SEPTEMBER 1996 AND 1995
<TABLE>
<CAPTION>
9 MONTHS ENDED 9 MONTHS ENDED
30 SEPTEMBER 1996 30 SEPTEMBER 1995
----------------- -----------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
====== ======
</TABLE>
30
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
NINE MONTHS ENDED 30
SEPTEMBER
---------------------------
1996 1995
------------- -------------
(Pounds)000'S (Pounds)000'S
<S> <C> <C>
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
======= =======
<CAPTION>
AS AT
---------------------------
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -------------
<S> <C> <C>
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
======= =======
</TABLE>
32
<PAGE>
ANNEX B
33
<PAGE>
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
<PAGE>
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1996
---------------------------
PRO
OLOG BRISTOW ADJUSTMENTS FORMA
------------ ------------- ----------- --------
<S> <C> <C> <C> <C>
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
======== ========= ======== ========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements and the historical financial statements of Bristow,
including the notes thereto.
35
<PAGE>
OFFSHORE LOGISTICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
12 MONTHS ENDED
JUNE 30, 1996
---------------------
OLOG BRISTOW ADJUSTMENTS PRO FORMA
--------- ------- ----------- ---------
<S> <C> <C> <C> <C>
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
<CAPTION>
QUARTER ENDED
SEPTEMBER 30, 1996
---------------------
OLOG BRISTOW ADJUSTMENTS PRO FORMA
--------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2(1) Master Agreement dated December 12, 1996
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
"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
<PAGE>
"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
<PAGE>
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
<PAGE>
"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
<PAGE>
"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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SCHEDULE 1
PART I
MGDC VENDORS
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(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
</TABLE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
(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
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(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
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
(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
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
PART II
MANAGEMENT VENDORS
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(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
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
(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
- ----------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
