Capítulo 3: Discusión conceptual y epistemológica de la Gastronomía
3.2 Hacia una Epistemología de la Gastronomía
3.2.1 Una Historia del conocimiento gastronómico
3.2.1.3 Modernidad, Gastronomía, ciencia y consumo
Capitalised terms used throughout this Prospectus shall have the meaning ascribed to such terms as set out below, unless the context require otherwise.
2P ... Proven plus probable reserves
Acquisition Facility ... fully committed and underwritten acquisition loan facility financing the Transaction
Anti-Money Laundering Legislation ... The Norwegian Money Laundering Act of 6 March 2009 no. 11 and the Norwegian Money Laundering Regulations of 13 March 2009 no. 302, taken together.
APA ... Awards in predefined areas (relates to licensing rounds on the NCS)
ARO ... Asset retirement obligations Bbls ... Barrels
boe ... Barrels of oil equivalent boepd ... Barrels of oil equivalent per day CAGR ... Compound annual growth rate
Certain Funds Acquisition Bridge Facility... The USD 2,200 million short term loan facility agreement entered into on 1 June 2014.
Companies Act ... Public Limited Liabilities Companies Act of 13 June 1997 no. 44.
Company or Det norske ... Det norske oljeselskap ASA Cut-off Date ... 9 July 2014
E&P ... Exploration and production
Existing Shareholders ... Registered holders of the Shares as appearing in the Company’s register in the VPS as of expiry of 14 July 2014 Forward-looking Statements ... Has the meaning ascribed to it in Section 4.1
FPSO ... Floating production storage and offloading vessel FSAN: ... Financial Supervisory Authority of Norway (Nw.
Finanstilsynet)
GDP ... Gross domestic product GTA ... (Norwegian) General Tax Act HSE ... Health, Safety and Environment IAS... International Accounting Standards IEA ... The International Energy Agency
IFRS ... International Financial Reporting Standards as adopted by the EU
JOA ... Joint operating agreement
Joint Bookrunners ... BNP PARIBAS, DNB Markets, J.P. Morgan Securities, Nordea Markets and Skandinaviska Enskilda Banken
Joint Global Coordinators... BNP PARIBAS, DNB Markets, J.P. Morgan Securities plc., Nordea Markets and Skandinaviska Enskilda Banken LIBOR ... London Interbank Offered Rate
License ... Each and all licenses in which the Company holds a Participating Interest prior to or following the Rights Issue, as the case may be
Marathon Norway ... Marathon Oil Norge AS MoF ... Ministry of Finance
MPE ... Ministry of Petroleum and Energy NCS... Norwegian continental shelf
NGAAP ... Norwegian Generally Accepted Accounting Principles NIBOR ... Norwegian Interbank Offered Rate
NOK ... Norwegian Krone
NPD ... Norwegian Petroleum Directorate OECD ... Economic Co-operation and Development
Offer Shares ... The 61,911,239 new shares of the Company issued in the Rights Issue
Oslo Stock Exchange ... Oslo Børs ASA p.a. ... per annum
Participating Interest ... The participating interest and other rights and benefits under a given License and/or JOA conferred by that License
and/or JOA on the Company, together with all rights and obligations attaching to the same
PDO ... Plan for Development and Operation
Petroleum Act ... The Norwegian Act 29 November 1996 No. 72 relating to petroleum activities
PIO ... Plan for Installation and Operation PL ... Production License on the NCS
Pollution Act ... The Norwegian Act 13 March 1981 No. 6 relating to pollution control.
PPA ... Purchase price allocation PSA ... Petroleum Safety Authority PTA ... (Norwegian) Petroleum Tax Act
RBL Facility ... The up to USD 3.0 billion long-term reserve-based lending facility the Company is in the process of finalising Record Date ... 14 July 2014, the date for determining the list of Existing
Shareholders.
Relevant Member State ... Each member state of the EEA which has implemented the Prospectus Directive
Rights Issue ... The offering of the Offer Shares in the Company with Subscription Rights for Existing Shareholders
SDFI ... State’s Direct Financial Interest (relates to the Norwegian state)
Securities Trading Act ... The Norwegian Securities Trading Act of 27 June 2007 no. 75. Senior Management ... Any or all members of the Company’s executive management Shareholder ... Person or legal entity registered in the VPS as owner of an
interest in a Share
Shares ... The shares of the Company Sm3 ... Standard cubic meter
SPA ... The share purchase agreement entered into between the Company and Marathon Norway Investment Coöperatief U.A. dated 1 June 2014
Stortinget ... The Norwegian Parliament
Subscription Price ... The subscription price in the Share Issue of NOK 48.50 per share.
toe ... Tonnes of oil equivalent
Transaction ... The Company’s purchase of all issued and outstanding shares in Marathon Norway
U.S. Securities Act ... The United States Securities Act of 1933, as amended UKCS ... UK continental shelf
Underwriters ... BNP PARIBAS, DNB Markets, J.P. Morgan Securities plc. and Nordea Markets
UOP ... Unit of production method USD ... United States Dollar
VPS ... The Norwegian Central Securities Depository (Nw. Verdipapirsentralen)
APPENDIX A—ARTICLES OF ASSOCIATION
APPENDIX A – ARTICLES OF ASSOCIATION
1. Name of the Company
The Company’s name is Det norske oljeselskap ASA. The Company is a public limited company. 2. Registered Address
The Company’s registered address, where principle parts of the Company’s administrative and operational activities take place, is in the municipality of Trondheim.
3. The Company Objective
The Company’s objective is to carry out exploration for, and recovery of, petroleum and activities related thereto, and, by subscribing for shares or by other means, to participate in corresponding businesses or other business, alone or in cooperation with other enterprises and interests.
4. The Company’s Share Capital
The Company’s share capital is NOK 140,707,363 fully-paid up and divided between 140,707,363 shares, each with a nominal value of NOK 1. The Company’s shares shall be registered in the Norwegian Central Securities Depository.
5. The Board of Directors
The Company’s Board of Directors shall consist of between five and ten members which are to be elected for a period of up to two years.
6. Signature
The Chairman of the Board of Directors and one board member jointly are authorised to sign on behalf of the Company. The Board of Directors can grant powers of procuration.
7. General Meeting
The Annual General Meeting shall be held each year within a period of 6 months from the end of the financial year. During the period of notice of the General Meeting, the documents shall be available at the Company’s office for the shareholders’ inspection.
The right to attend and vote at the General Meeting can only be exercised when the acquisition is introduced in the shareholder register no later than the fifth business day prior to the General Meeting (registration date).
When documents pertaining to business to be dealt with by the General Meeting are made available to shareholders at the Company’s website, the requirement of the documents to be sent to the shareholders shall not apply. This also applies to documents that by law shall be included in or attached to the notice of the Annual General Meeting.
The Board of Directors may decide that it shall be possible for shareholders to cast their votes in writing, including by means of electronic communication, in a given period prior to the general meeting. Satisfactory methods shall be used in order to authenticate the sender.
8. Nomination Committee
The Company shall have a Nomination Committee consisting of 3 members elected by the Annual General Meeting. The majority of the members of the Nomination Committee shall be independent of the Board of Directors and the general management.
The Nomination Committee shall recommend candidates to the Board of Directors, the Corporate Assembly and the Nomination Committee, and remuneration of the Board of Directors, the Corporate
1 Assembly and members of the Nomination Committee. The Nomination Committee’s recommendations shall be well-grounded.
Members of the Nomination Committee are elected for a term of two years at a time. 9. Corporate Assembly
The Company shall have a Corporate Assembly. The Corporate Assembly shall have 12 members and up to eight deputies. Eight of the members and up to four of the deputies for these shall be elected by the General Meeting. Four of the members and deputies for these are elected by and among the employees in accordance with regulations issued in or pursuant to the Public Limited Liabilities Act. The Corporate Assembly elects a chair and a deputy chair among its members.
APPENDIX B—ASSURANCE REPORT ON PRO FORMA FINANCIAL INFORMATION
KPMG AS Telephone +47 04063
P.O. Box 7000 Majorstuen Fax +47 22 60 96 01 Sørkedalsveien 6 Internet www.kpmg.no
N-0306 Oslo Enterprise 935 174 627 MVA
KPMG AS, a Norwegian member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
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Offices in: Oslo Alta Arendal Bergen Bodø Elverum Finnsnes Grimstad Hamar Haugesund Knarvik Kristiansand Larvik Mo i Rana Molde Narvik Røros Sandefjord Sandnessjøen Stavanger Stord Straume Tromsø Trondheim Tønsberg Ålesund
To the Board of Directors of Det norske oljeselskap ASA
Report on the Compilation of Unaudited Pro Forma Financial Information
Included in a Prospectus
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Det norske oljeselskap ASA (“the Company”) by the
Company. The pro forma unaudited financial information consists of the unaudited pro
forma balance sheet as at 31 March 2014, the unaudited pro forma income statements for
the year ended 31 December 2013 and for the three month period ended 31 March 2014
respectively and related notes as set out in section 12.6 of the Prospectus issued by the
Company. The applicable criteria on the basis of which the Company has compiled the
unaudited pro forma financial information are specified in EU Commission Regulation
(EC) No 809/2004 which is incorporated in the Securities Trading Act (Norway).
The unaudited pro forma financial information has been compiled by the Company to
illustrate the impact of the acquisition of Marathon Oil Norway AS and related
transactions set out in section 12.6 of the prospectus on the Company's financial position
as at 31 March 2014 as if the transactions had taken place on that date, on the Company's
financial performance for the year ended 31 December 2013 as if the transaction had
taken place at 1 January 2013 and on the Company's financial performance for the three
month period ended 31 March 2014 as if the transaction had taken place as at 1 January
2014. The Company’s and Marathon Oil Norway AS’ historical annual financial
information used to compile the pro forma financial information has been extracted from
annual financial statements audited by other independent accountants. The Company’s
unaudited interim historical financial information used to prepare pro forma financial
information has been extracted from its unaudited interim report as at and for the three
month period ended 31 March 2014. The unaudited historical financial information of
Marathon Oil Norway AS as at and for the period ended 31 March 2014 used to prepare
pro forma information has been extracted from Marathon Oil Norway AS’ internal
accounting records.
Det norske oljeselskap ASA
2
The Company’s Responsibility
The Company management is responsible for compiling the unaudited pro forma
financial information on the basis of EU Commission Regulation (EC) No 809/2004
which is incorporated in the Securities Trading Act (Norway).
Practitioner’s Responsibilities
Our responsibility is to express an opinion as required by Annex II, item 7 of EU
Commission Regulation (EC) No 809/2004 which is incorporated in the Securities
Trading Act (Norway) about whether the unaudited pro forma financial information has
been compiled, by the Company on the basis described in section 12.6 in the Prospectus
and whether this basis is consistent with the Company’s accounting policies as described
in the 2013 annual financial statements.
We conducted our engagement in accordance with International Standard on Assurance
Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro
Forma Financial Information Included in a Prospectus, issued by the International
Auditing and Assurance Standards Board. This standard requires that the practitioner
comply with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether the Company has compiled the unaudited pro forma financial
information on the basis described in the basis of presentation.
The above statement does not require an audit of historical unadjusted financial
information, the adaptation of policies of Marathon Oil Norway AS with the accounting
policies of the Company, or the assumptions summarized in section 12.6 of the
Prospectus. Accordingly, for purposes of this engagement, we are not responsible for
updating or reissuing any reports or opinions on any historical financial information used
in compiling the unaudited pro forma financial information, nor have we, in the course of
this engagement, performed an audit or review of the financial information, including
any adjustments made to conform accounting policies, or assumptions used in compiling
the unaudited pro forma financial information. Our work has consisted primarily of
comparing the underlying historical financial information used to combine the unaudited
pro forma financial information to source documentation, assessing documentation
supporting any pro forma and other adjustments and discussing the unaudited pro forma
information with the Company.
The purpose of unaudited pro forma financial information included in a prospectus is
solely to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been
Det norske oljeselskap ASA
3
undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do
not provide any assurance that the actual outcome of the event or transaction would have
been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma
financial information has been compiled on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by the Company in
the compilation of the unaudited pro forma financial information provide a reasonable
basis for presenting the significant effects directly attributable to the event or transaction,
and to obtain sufficient appropriate evidence about whether:
The related pro forma adjustments give appropriate effect to those criteria;
The unaudited pro forma financial information reflects the proper application of those
adjustments to the unadjusted financial information; and
The basis is consistent with the accounting policies of the Company.
The procedures selected depend on the practitioner's judgment, having regard to the
practitioner's understanding of the nature of the Company, the event or transaction in
respect of which the unaudited pro forma financial information has been compiled, and
other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro
forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion,
a) the unaudited pro forma financial information has been compiled on the basis stated in
section 12.6 of the Prospectus
b) the basis is consistent with the accounting policies of the Company
Det norske oljeselskap ASA
4
Report on Other Legal or Regulatory Requirements
This report has been prepared solely in connection with the Company’s acquisition of
100 per cent of the shares in Marathon Oil Norway AS and the related rights issue in
Norway and the listing of shares on the Oslo Stock Exchange and is included in the
prospectus dated 9 July 2014 which is approved by the Financial Supervisory Authority
of Norway. This report is not appropriate for any other jurisdiction than the EU and EEA
and should not be used or relied upon for any purpose other than to comply with Annex
II, item 7 of EU Commission Regulation (EC) No 809/2004 which is incorporated in the
Securities Trading Act (Norway)
Oslo, 9 July 2014 KPMG AS
Mona Irene Larsen
PricewaterhouseCoopers AS, T:
Stats
To
Independent auditor’s report
Report on the Financial Statements
We have audited the accompanying financial statements of
the balance sheet as at 31 December 2013, and the income statement, showing a profit of NOK 2 446
accounting policies and other exp
The Board of Directors and the Managing Director’s Responsibility for the Financial Statements The Board of Directors
presentation of these financial statements in
accounting standards and practices generally accepted in Norway, and for such internal control as the Board of Directors
financial s
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. conducted our audit in accordance with laws, regula
generally accepted in Norway, including International Standards on Auditing. Those standards require that we
assurance about wh
An audit involves performing procedures to obtain audit evidence about the amounts and in the financial statements. The procedures selected depend on the auditor’s
assessment of the risks of material misstatement of the financial error. In making those risk assessments, the auditor
company
procedures that are appropriate in the on the effectiveness of the
appropria
management, as well as
We believe that the audit evidence we have obtained is sufficient and appropri our
Opinion In our opinion,
give a true and fair view of the financial position of Marathon Oil Norge AS as at 31 December 2013, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
PricewaterhouseCoopers AS, T: 02316, org. no.: 987
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To the Annual Shareholders' Meeting
Independent auditor’s report
Report on the Financial Statements
We have audited the accompanying financial statements of
the balance sheet as at 31 December 2013, and the income statement, showing a profit of NOK 446 800 814
accounting policies and other exp
The Board of Directors and the Managing Director’s Responsibility for the Financial Statements The Board of Directors
presentation of these financial statements in
accounting standards and practices generally accepted in Norway, and for such internal control as the Board of Directors
financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. conducted our audit in accordance with laws, regula
generally accepted in Norway, including International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about wh
An audit involves performing procedures to obtain audit evidence about the amounts and in the financial statements. The procedures selected depend on the auditor’s
assessment of the risks of material misstatement of the financial error. In making those risk assessments, the auditor
company’s preparation and fair presentation of procedures that are appropriate in the
on the effectiveness of the appropriateness of accounting management, as well as
We believe that the audit evidence we have obtained is sufficient and appropri our audit opinion.
Opinion In our opinion,
give a true and fair view of the financial position of Marathon Oil Norge AS as at 31 December 2013, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway.
PricewaterhouseCoopers AS, org. no.: 987 009 713 MVA, autoriserte revisorer, medlemmer av