REPORT FOR THE 4 QUARTER 2015 AND PRELIMINARY RESULT 2015

Highlights 4Q 2015:

• Operating revenues were NOK 3 626 million (NOK 3 466 million) 
• Operating result before depreciation (EBITDA) was NOK 1 428 million (NOK 1 389 million)   
• Depreciation was NOK 966 million (NOK 779 million)
  Impairment was NOK 1 376 million (NOK 1 million)
• Operating result (EBIT) was NOK - 913 million (NOK 610 million)
• Net result after tax was NOK - 1 043 million (NOK 273 million
• Earnings per share were NOK - 16.5 (NOK - 0.6)
   

Post quarter event:

• Proposed merger between Bonheur ASA and Ganger Rolf ASA
• Proposed dividend for 2015: NOK 2.00 per share

Financial information

As a consequence of Bonheur ASA holding more than 50% of the shares of Ganger Rolf ASA, Ganger Rolf ASA is fully consolidated for accounting purposes as a subsidiary of Bonheur ASA. As Bonheur ASA and Ganger Rolf ASA have a joint ownership (50% / 50%) of their major investments, the ownership structure entails full consolidation for accounting purposes of a number of companies. The main business segments comprise Offshore drilling, Renewable energy, Shipping / Offshore wind, Cruise and Other investments.

On 8 February 2016, the boards of directors of Bonheur ASA and Ganger Rolf ASA proposed a merger of the two companies. For further information, please refer to the section Subsequent events.

Operating revenues were impacted by higher USD, GBP and EUR against NOK compared with the corresponding quarter last year. USD was on average approximately 24% higher in 4 quarter 2015 compared to 4 quarter 2014 while GBP and EUR was 19% and 9% higher, respectively.  

The Group of companies´ operating revenues amounted to NOK 3 626 million (NOK 3 466 million) in the quarter. Offshore drilling had operating revenues of NOK 2 262 million (NOK 2 050 million), Renewable energy NOK 372 million (NOK 301 million), Shipping / Offshore wind NOK 219 million (NOK 392 million), Cruise NOK 433 million (NOK 387 million) and Other investments NOK 340 million (NOK 336 million). The latter includes operating revenues in NHST Media Group of NOK 332 million (NOK 327 million).

Operating result before depreciation (EBITDA) in the quarter was NOK 1 428 million (NOK 1 389 million). Compared with the same quarter last year EBITDA increased by approximately NOK 295 million due to the currency effects. Offshore drilling achieved EBITDA of NOK 1 227 million (NOK 1 084 million), while Renewable energy achieved NOK 261 million (NOK 209 million). The increase was partly offset by lower EBITDA within Shipping/Offshore wind was NOK - 27 million (NOK 77 million), while Cruise achieved EBITDA of NOK - 10 million (NOK 38 million).

Depreciation and impairment in the quarter was NOK 2 341 million (NOK 779 million), of which impairment of assets within Offshore drilling amounted to NOK 1 376 million.

Operating result (EBIT) was NOK - 914 million (NOK 610 million).

Net financial items were NOK - 300 million (NOK - 55 million). Net interest expenses in the quarter were NOK 188 million (NOK 189 million) and net currency gain was NOK 30 million (NOK 383 million). Net unrealized loss related to fair value adjustment of financial instruments was NOK - 33 million (NOK - 165 million).

Net result in the quarter was NOK - 1 043 million (NOK 273 million), of which NOK - 533 million are attributable to the shareholders of the parent company (NOK -19 million). The non-controlling interests´ share of net result in the quarter was NOK - 510 million (NOK 292 million).

Revenues for the full year were NOK 14 653 million (NOK 12 347 million) while EBITDA were NOK 6 252 million (NOK 4 322 million). Operating result (EBIT) year to date was NOK - 2 353 million
(NOK 1 304 million). Net financial items were NOK - 534 million (NOK - 470 million) and net result after estimated tax was NOK - 2 749 million (NOK 497 million), of which NOK - 1 221 million (NOK 119 million) are attributable to the shareholders of the parent company.

Subsequent event

On the 8 February 2016, the boards of directors of Bonheur ASA and Ganger Rolf ASA, respectively constituted by their competent board members, announced that they had resolved to propose a merger of the two companies.

Bonheur ASA, currently controlling 62.66 % of the shares in Ganger Rolf ASA, will be the surviving entity in the merger and maintain its listing on the Oslo Stock Exchange. Ganger Rolf ASA shareholders to receive 0.8174 Bonheur ASA shares for every one share in Ganger Rolf ASA representing 23.95 % ownership of the combined company on a fully diluted basis.

The boards announced that the merger will assist in providing a more transparent and accessible corporate structure which may yield capital and operational efficiencies. The corporate structure of Bonheur and Ganger Rolf has historically taken the form of a cross ownership between the two companies with currently Bonheur ASA owning 62.66% of Ganger Rolf ASA and Ganger Rolf ASA owning 20.70% of Bonheur ASA and where these companies generally have invested in underlying companies on a 50/50 basis.

The merger is subject to both customary and mandatory closing conditions, and approval by Bonheur ASA and Ganger Rolf ASA extraordinary general meetings with 2/3 majority. A merger plan and merger report were made available for shareholders on the companies’ websites and through Oslo Stock Exchange on 12 February 2016.

The intention is to arrange for extraordinary general meetings of both Bonheur ASA and Ganger Rolf ASA shareholders mid-March 2016. Subject to the above, the merger is expected to be completed by the end of May 2016.

Bonheur ASA controls Ganger Rolf ASA and the current Consolidated Financial Statements of Bonheur ASA incorporates Ganger Rolf ASA. The proposed merger will have no effect on the Consolidated Financial Statements of Bonheur ASA, except for adjustment of the minority interests.

Annual General meeting / Dividend

With regard to the Annual General Meeting in 2016, the board will propose a dividend of NOK 2.00 per share for the merged company.

The annual general meeting is scheduled for Thursday 26 May 2016.