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Awilco Drilling PLC
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Awilco Drilling PLC
Report and Financial Statements
31 December 2021
Awilco Drilling PLC
1
Directors
Sigurd Thor
vildsen
Henrik Fou
gner
Daniel Gold
John Simpso
n
S
ynne
Syrrist
Secretary
Burness Paull LLP,
50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
Auditors
Ernst & You
ng LLP
4
th
Floor
2 Marischal Squ
are
Broad Street
Aberdeen
AB10 1BL
Bankers
DNB Bank ASA
8
th
Floor
The Walbroo
k Building
25 Walbrook
London
EC4N 8AF
Registered Off
ice
3
rd
Floor
11
-
12 St James’s Square
London
SW1Y 4LB
Awilco Drilling PLC
2
Strategic report
Corporate Stra
tegy and business
model
Awilco
Drilling
PLC
(
the
Comp
any
)
’s
strategy
is
to
crea
te
value
through
the
provision
of
a
quality,
reliab
le
and
customer
focused
service
to
the
mobile
d
rilling
rig
mar
ket.
T
he
management te
am
shall s
afely,
efficiently
and
effectively
deliver
a
high-quality
service
to
customers,
with
a
v
iew
to
securin
g
the
most
lucrative
d
ay rate
contracts
in
conjunction
with
the
highest
achievab
le r
ig
utilisation.
The
Company
shall
continue to ev
aluate opportunities which best
complement
it
s financial and
operational aspiration
s.
During the year, the Compan
y own
ed
and operated two semi-sub
mersible drilling rigs, the WilPhoenix and
WilHunter, b
oth stand
ardised rigs
used in
the drilling
of oil a
nd gas
wells and P&A
work
in the UK
sector
of the North Sea.
The WilHunter has not worked since
July 2015 and
has been
cold stacked in
Invergordon
since
October
2016.
The
WilPhoen
ix
completed
a
contract
in
October
2021
and
has
since
been
warm
stacked in Inver
gordon prior to the sale
of the rig.
Going Concern
Following
the
contractual
arrangem
ents
to
sell
both
rigs
dur
i
ng
Q2
2022,
the
Co
mpany
is
currently
no
longer
performing operational ac
tiviti
es. As
a result
of this, the
financial statements have been
prepared on a
basis
other than go
ing concern. Cost saving measures h
ave been init
iated including reduction in hea
dcount.
Principal activ
ity
The principal activity
of
the
Company and
its
subsidiaries
(‘the Group’)
prior to
year-end was
to
operate the
drilling
r
igs.
During
the
year,
the
WilPhoenix
was
in
drilling
op
erations
for
its
clients
,
Serica
E
nergy
and
Ithaca Oil
and Gas
E
nergy.
As noted
above, since
contractual
arrangemen
t
to sell
b
oth
rigs
d
uring
Q2
2022,
the princip
al activity of the Group is to continue the arb
itrati
on process
es
with Kepp
el FELS shipyard.
Business revie
w and future deve
lopments
Following the disposal of b
oth of the C
ompany’s drilling rigs, the
Company
is currently no l
onger
performing
operational
activities.
Although
the
main
focus
in
th
e
short
term
will
be
on
the
arbitra
tion
process
es
,
minimising
costs
and
ther
eby
maximising
returns
to
th
e
shareholders
,
the
Company
shall
also
continue
to evaluate
new investment o
pportunities.
If an attractive
opportunity arises,
which
complement
s
t
he Compan
y’s
financial and operation
al
aspirations, operations will resu
me once again
.
Performance
The G
roup’s f
inancial performance during the
year
was
as follows:
20
21
2020
US$000
US$000
Revenue
33,077
25,602
Operating
loss
(61,264
)
(167,916)
Loss for the
year attributable to equity shareho
lders
(72,229
)
(167,857)
Operating lo
ss margin %
(1
85
%)
(656%)
Number of em
ployees and contractors at year end
107
137
The
total r
evenue
for the
year relates
to
contract
income
received
from
drilling
operations.
The
in
crea
se is
due
to
higher
utilisation
for
t
he
WilPhoenix
compared
with
the
prior
year.
The
Gr
oup
had
rig
operating
expenses
of
US$
27
.6
million
(
2020
:
US$
23.3
million)
relating
to
r
ig
operating
c
osts
included
i
n
cost
of
sales
,
which
includes an
impairment o
f onboard inven
tory of US$ 3
.0
million.
General
and administration
expenses wer
e US$
12.
2 million (
20
20
: US$ 14.9 million
). There was an impairment expense of
US$ 48.1
million
(
20
20
:
US$
145.2
million).
US$
47.3
million
was
rig
impairment
(in
cluding
fleet
capital
spar
es)
,
and US$ 0
.8 million in respect of right o
f use assets.
During
the
year,
the
key
performance in
dicators
(KPIs)
set out
below
were
reviewe
d on
a
regular
basis by
managemen
t
and pe
rformance against
them subsequently
repor
ted
to the B
oard of
Directors. Targets
for the
KPIs are
set and, if
pe
rformance falls
short, the
appropriate corrective
action
was
im
plemented by
managemen
t.
Awilco Drilling PLC
3
Strategic report
(continued)
Business revie
w and future deve
lopments (co
ntinued)
The Company’s
main financial KPIs were:
Revenue efficien
cy
Revenue
efficiency
is
actual
contract
r
evenue
earned
in
the
period
that
active
rig
s
are
working,
compared
with
the
maximum
d
aily
contract
reven
ue
availab
le,
multiplied
by
the
number
of
days
work
ed
in
the
contracted period
.
For the
year
ended 31 December
2021,
the
revenue efficiency was
92.9
%
(20
20
:
80.6
%)
.
Operating marg
in
Operating
margin
is
tot
al
revenu
e
less
o
perating
costs.
For
the
year
ended
31
December
2
021,
operating
margin
was
185%
lo
ss
.
(
20
20
:
656
%
loss).
The
improvement
in
margin
is
due
to
the
in
crease
in
revenue
during the year
,
de
crease in general and administration expense
s and the prior year included an im
pairment
of new build assets
.
The Company also has a
number of o
perational KPIs that were used to manage the
business
on a day to day
basis, some of
which are detailed below:
Quality, Health
, Safety and Environment (QHSE)
Number
of
incidents
(
lost
time
incident,
restricted
work
case,
medical
treatment
o
nly)
x
200,000
/
Total
number
of
man
h
ours
in
the
review
period. Measured
on a rolling
12
-month
basis.
Items that
have
been
discharged to
sea
not
covered
under PON
1
5
which
relate
to
allowab
le
item
s.
Some
examples
are
Blow
out
Preve
ntor
(
BOP)
control fluid
and hydraulic oil that are r
eportable under PON 1.
(PON - Petroleu
m Operations Notices)
Total
hours
th
e
rigs
are
working
i.e.
no
t
on
unplanned
downtime
/
on
contract time f
or the period.
Employee
initiated
leavers
in
the
period
as
a
percentage
o
f
total
headcount (onsho
re and offshore) on a rolling
12
-m
onth basis.
Following the disposal of b
oth of the C
ompany’s drilling rigs, the
Company
is currently no l
onger
performing operational activities.
In
f
uture,
the
principal KPIs
will be
in
resp
ect
o
f
m
aintaining
an
adequate
cash buffer to meet the ongoing obligation
s of the C
ompany.
Should the Company enter into new business
such that op
erating activities recommence, KPIs wil
l be set app
ropriate to that activity
.
Principal risks
and uncertainties
The
Com
pany’s
primary
r
isks
during
th
e
year
were
those
that
impact
u
tilisation
rates
for
each
of
the
rigs,
QHSE
issues
associated with
o
perations and
exposure
to
liquidity
,
credit,
and
legal
risk.
Subsequent to
y
ear
end,
following the d
isposal of the r
igs and no
ongoing
rig operations
,
the principal
risks are
now in
respect
of liquidity
and legal risks.
QHSE
(Quality, Health, Safety, Environment)
To mitig
ate any risk with
regards to QHSE
, the Gro
up has in place a
QHSE management plan
which
seeks
to
ensure t
hat
all
oper
ations
are
con
ducted
within
norm
al
indus
try
standards a
nd
procedures.
The Group
also
seeks
to
ensure safe
an
d
efficient
operations, with
no
accidents,
injuries, environmental
incidents or
d
amage
to
assets.
During
the
current
Cov
id-19
outbreak,
the
Gr
oup
is
following
industry
guid
eli
nes
to
ensu
re
the
safety of the
workforce.
Awilco Drilling PLC
4
Strategic report
(continued)
Principal risks
and uncertainties (con
tinued)
QHSE
(Quality, Health, Safety, Environment) (continued)
The
Group
achieved
a
high
level
of
safety
with
no
injuries
or
fatalities.
T
here
has
been
continued
low
frequency
of
d
ropped
ob
ject
and
h
igh
potential
incid
ents.
The
Cor
porate
Annual
QHSE
ob
jectives
are
implemented
in dep
artmental action
plans. The
zero tot
al
recordable incid
ent rate (TRIR)
reported
in 2020
has
been
successfully maintained
throughout
2021. Ther
e were
no LTI
incidents
in 2021
and
only a
single
first
aid case.
Our
commitment
to
safe
and r
eliable op
erations has
seen
this
improvement
and
we co
nt
inue
to learn and improve.
Post transfer of t
he rigs and termination of
offshore personnel, this ris
k, in relation to
operational
activity, will no longer be
considered relevant.
Liquidity
As described in Note 26 to the financial statements, the G
roup
’s o
bjective is to
maintain suff
icient liquidity
in
order to
support
the n
eeds of
the busines
s
and m
eet liabilities
as th
ey fall
due.
The
Group curren
tly has
no
debt
obligations
and
has
obtained
a
shareholder
loan
facility
to
ensure
an
appropriate
lev
el
of
ca
sh
is
available
in
the
short
to
medium
term
.
Further
funding
may
be
req
uired
in
order
to
suppor
t
the
ongoing
arbitration proce
ss.
Tax risks
The Company is
committed to operating i
n a
manner consistent
with good industry
p
ractice
and in
accordance
with
all
leg
islative
req
uirements
that
are
applicable
in
the
different areas
o
f
jurisdiction
in which
it conducts b
usiness.
The Compan
y has subsidiaries in o
ther countries. Tax laws a
nd regulations are hig
hly complex and subject
to
in
terpretation.
Consequen
t
ly,
th
e
Compan
y
is
s
ubject
to
chang
ing
tax
laws,
treaties
and
regulations
in
and between
countries in which it operates.
The Company’s tax expense
is based up
on its interpr
etation of
the
tax
laws
in
effect
in
these
countries
at
the
time
that
the
ex
pense
was
incurred.
A
chan
ge
in
these
tax
laws,
treaties or
regulations
or in
the
interpretation
thereof, which
is b
eyond the
Company’s
control, co
uld
result in a ma
terially higher tax expense or a
higher effective tax rate on the Company’
s e
arnings.
For 2021,
the
effective tax rate (“
ETR
”)
for the Company was neg
ative 14.7% (
2020
: 0.1% negative
). The
current and prior yea
r are negative figure
due
to the loss before tax. There was
a
tax charge in the year as a
result of the current year
movement in unrecognised deferred
tax asset, reversal of a
prior d
eferred tax asset
and
recognition
of
a
tax
liability
of
the
subsidiary,
WilHunter
(UK)
Ltd
of
US$
9.2
million.
This
was
following
an unsuccessful
tax tribunal appeal.
WilHunter (UK)
Ltd does n
ot have su
fficient f
unds to meet
this
liability
an
d
the
subsidiary
co
mpany
is
currently
undergoing
a
creditors
voluntary
liquidation.
G
oing
forward, with limited
anticipated rev
enue, the tax risk will be significantly redu
ced.
Legal risks
The Gr
oup values
its reputation
and aims
to carry
out bu
siness
in
a fair
and open
manner.
Despite this
the
Group
may
become
subject
to
claim
s
during
the
cour
se
of
its
business.
In
the
previous
year,
the
vessel
construction con
tracts for two s
emi-
submersible drilling rigs being built in Singapo
re, were terminated
, see
Note
23
.
The
Gro
up’s
subsidiary
co
mpanies
have
entered
into
arbitration
with
the
rig
construction
co
mpany.
The
rig
construction
contracts
wer
e
en
tered
into
o
n
a
non
-recourse
basis
to
the
parent
company
or
wid
er
group.
In
or
der
to
mitigate
any
possible
risk
of
cash
outflo
w,
the
Group
has
established
a
dedicated
team
and has engag
ed specialist legal advisors to
support the actions tak
en.
Awilco Drilling PLC
5
Strategic report
(continued)
Corporate Social
Respon
sibility
The
Company
recognises
its
duty
to
stakeholders
to
operate
the
business
in
an
ethical
and
responsible
manner.
It
is committed
to dev
eloping
its
Corporate
Social Respon
sibility (CSR) ag
enda, rec
ognising that
it can play a major part
in
its
operatio
ns. This report does not contain informatio
n about any policies of the
Company
in
relatio
n
to
social co
mmunity
and
human
rights
issues
since
it
is
not
consider
ed
necessary
for
an
understanding
of
the
development,
performance
or
position
of
the
Comp
any’s
business
activities.
During
the year,
when operational activities were b
eing performed, the
following core values were applicab
le:
Core Values
Simple is Best
Our systems and procedures shall
be clear, concise
and effective, ensu
ri
ng we deliver on
our promises.
Engagement
We will be a company
of choice, valuing our work force, listenin
g and responding to
employees, clien
ts and partners.
Efficiency
We will consistently m
eet our clients
expec
tat
ions by pro
viding competent people, reliable
equipmen
t and smart systems.
Flexibility
We will e
ncourage challenge
and creativity in order to deliver optimised
performance and
continuous imp
rovement.
Performance
We will get it right first time;
consistently deliver
ing success.
Anti-bribery and corruption
The Company requires its employees to o
bserve the highest s
tandards of business and
personal ethics in the
conduct
of
their
duties
and
r
es
ponsibilities.
The C
ompany
has
a
specif
ic
Anti
-Bribery
and
Corruption
policy
to
ensure
compliance
with
all
applicable
anti-br
ibery
and
corruption
regulations
and
to
en
sure
the
Company’s business is conducted
in
a
socially responsible
manner. A risk assessment is undertaken by th
e
senior memb
ers of the Company as part of the
quarterly
review of
the Company’s risk registe
r.
Policy
The
Company’s
employment p
olicies and
procedures
are
described
in detail
in
the
Staff Handbook
, which
is
available
to
all
em
ployees
via
the
Business
M
anagement
System
(BMS)
.
T
he
Co
mpany’s
Code
of
Conduct
Values
and E
thics document
sets
out
the b
asic principles
to gu
ide all
employ
ees and
officers
of
the
Company
on
ho
w
they
must
con
duct
themselves
to
seek
to
avoid
ev
en
the
app
earance
of
improper
behaviour. To help ensure complian
ce, the Company requires that emp
l
oyees, officers
and directors review
the policy and
acknowledge their understanding and adh
erence in writing on an annual basis.
Equal opportunities and diversity
The
Company
is
committed
to
equal
opportunities
and
treats
all
emp
loyees
with
respect
and
dignity
and
ensures
that
decisions
are
taken
without
reference
to
irrelevant
or
discriminatory
criteria
.
The
Company
does
not
toler
ate
any f
orm
of
unlawful
discrimination
and
is
comm
itted
to
promoting
equality
o
f
oppo
rtunity
and
diversity f
or
all personnel
an
d
will
addr
ess
any unlawful
discrimination
in every
aspec
t
o
f
its operations.
As at 31 Decemb
er 2021, the numb
er of directors and em
ployees was as follows:
Male
Female
Directors
4
1
Senior Manag
ers
3
-
Other staff
onshore
10
8
Other staff
offshore
86
-
Awilco Drilling PLC
6
Strategic report
(continued)
Health and Wellbeing
It
is importan
t to
the
Company that
it
supports
its emp
loyees in
their
health
and wellbeing.
The
Company
operates
a
flexible
ben
efit
scheme
that
is
available
to
all
members
of
staff
and
includ
es
ben
efits
such
as
leisure club membership, private medical and dental insurance, a health screening service
and an Employee
Assistance Programme.
The
Comp
any
has also
achieved
the
Silver Healthy
Working Li
ves
Award.
During
the
Covid
-19
pandemic,
wh
ere
po
ssible,
all
onshor
e
employees
were
requ
i
red
to
work
from
home
in
accordance
with
government guidance.
Employees were encouraged to
ensure they
had adequate resources
available, an
d support was offered wh
ere necessary.
Absence Management
The
Grou
p
h
as
an
established
absen
ce
management
procedure
,
to
support
em
ployees
during
periods
o
f
sickness absence wh
ilst ensuring the efficient and ef
fective running of the organisation.
20
21
2020
Group sick
leave
(as a perc
entage of tota
l hours work
ed)
2.0%
1.7%
Health, Safety and Environment
The Company recognises that it is has a corporate responsibility to carry out its operations in an ethical and
responsible
man
ner
whilst min
imising
its imp
act
on
the
environment.
The
Comp
any
upholds th
e r
elevant
standards
and retains its
ISO14001 cer
tificatio
n.
ISO1
4001 is an
internationally recogn
ised environmental
managemen
t
system (EMS)
st
andard, providing a
model
for
companies to
follow to
create
and achieve
their
policy.
Focusing
on
th
e
issues
that
really
m
atter,
it
i
s
designed
to
h
elp
companies
achieve
consistent
environmental
regulatory
comp
liance
whilst
embedding
the
concep
t
of
contin
uous
improvements
in
environmental
performance.
ISO14001
is a widespr
ead benchmark
for thousands
of organisations ar
ound
the
wor
ld
that
want
to
communicate
to
the
publi
c
and
stakeholders
that
they
are
en
vironmentally
respon
sible.
Additionally,
the
Company
has
achieved
I
SO
45001
certification
following
on
from
its
previous
BS
O
HSAS
18001
cer
tification.
This
is
an
internationally
ap
plied
Standard
for
occupatio
nal
health
and
saf
ety
managemen
t
systems.
It
exists
to
help
o
rganisations
p
ut
in
place
demonstrab
l
y
sound
b
est
prac
tices
by
providing
a
framework
for
procedures
and
controls
needed
by
the
Company
to
ac
hieve
the
best
possible
working conditions and workplace health and safety by eliminating hazards and
minimize health and safety
risks.
Section 172
The Board
of
Directors have
taken account of
stakeholder
views
when making
key
decisions
that impact
th
e
company
and
its
stakeholders.
The
fo
llowing
matr
i
x
provides
some
e
xamples
of
h
ow,
dur
ing
the
year,
consideration
was
given
to
k
ey
stakeholder
s,
b
eing
employees,
investors,
customer
s,
suppliers,
regulators
and
society in
general.
In
the future,
if activity
is not
increased ag
ain, many
of these
issues may
no long
er
be relevan
t.
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Employees
Fair compen
sation
and benefits
package for
employees
Market analysis is
performed to ensure
compensation levels
are competitive in
prevailing market.
See also
commitment
expressed by the
Board in respect of
“Health and
Wellbeing” of
employees on this
page.
Pay levels for
existing and
new
employees wer
e
considered
to be
fair and
competitive
within the
industry.
Changes in
compensation
levels are
proposed by
the
Remuneration
Committee to the
Board.
Awilco Drilling PLC
7
Strategic report
(continued)
Section 172 (con
tinued
)
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Investors
Continue to seek
growth
opportunities that
offer attractiv
e
returns to
investors
Information is
shared with
investors in the
form of
quarterly
and annual
financial reports
and press release
disclosures are
required.
Additionally,
quarterly
presentations h
eld
and availab
le on
the Compan
y
website. Regular
one to one
investor meetin
gs
are also held.
No new ou
tcomes
in respect of
investment
opportunities at
this time.
Quarterly and
annual financial
reports are reviewed
and approved by the
Board.
Termination of new
build programme
and cost savings
initiated in respect
of Norwegian
shorebase.
WilPhoenix rig was
warm stacked in
Invergordon whilst
future options for
the rig were
considered. This
result
ed
in
headcount cost
reduction.
WilHunter recycling
process was
commenced.
Customers
Customer
Satisfaction
As part of th
e
company’s
procedures to
ensure custom
ers
are satisfied with
performance
and
delivery of
services
contracted,
the
customers are
requested to
provide feedback
on a variety o
f
areas to ensure
the
company is
performing in
accordance
with,
or better
than,
customer
expectations.
Customer
surveys
feedback
is par
t of
the
compan
y
KPIs
and
scoring
in
this
area
has
been
more
than
satisfactory dur
ing
the
course
of
the
year.
Directors
agree
key
performance
indicators
with
Managemen
t
and
monitor
performan
ce
against
KPIs
during
the course
of
the
year.
Results
impact
employee
bonus
awards
at
year
end.
Awilco Drilling PLC
8
Strategic report
(continued)
Section 172 (con
tinued
)
Stakeholder
Strategic Issue
Engagement
Outcome
Key Decision
Suppliers
Selection of k
ey
suppliers and
high-lev
el
purchases. En
sure
that vendors are
paid on a timely
manner.
Suppliers invited
to tender and
purchasing
procedures req
uire
fair and
transparent
selection of
vendors. Refer
also paragraph
on
Investment
Appraisal" on
page
19
of the
an
nual report.
Policies,
procedures and
scrutiny by
t
he
Board ensures
vendor selection
criteria is a rob
ust
process.
Board invo
l
ved in
selection of key
vendors and
Board approv
e the
approval matrix
on a regular basis.
Any approv
als
above the matrix
levels requir
e
Board approv
al. A
Board memb
er
and chair of
the
Audit Committee
approves the
published
payment practices
report filed ev
ery
six months.
Regulators
Accreditation an
d
compliance
with
regulatory
standards.
Details of
standards
achieved ar
e
detailed und
er
"Health, Safety
and Environmen
t"
on page 6
of the
annual repor
t.
Achievemen
t and
continued
certification of
compliance
through external
HSE audits
ensures comp
any
operates at, o
r
above, the
standards req
uired
by the regulat
ory
bodies that g
overn
the indu
stry.
The Board
approves the
direction followed
by the CEO an
d
managemen
t in
pursuit of
necessary
accreditation and
standards.
Society
Minimising har
m
to the
environment in
operational
performance
of
the fleet.
KPIs are
established to
measure if an
y
adverse
consequen
ce to
the environmen
t
within the con
trol
of the company.
Achievemen
t and
compliance
with
environmental
sustainability.
Operational KPI
s
are also reviewe
d
on a regular basis
by the Board.
By order of th
e Board of Directors
Sigurd Thor
vildsen
25
May
20
22
Awilco Drilling PLC
9
D
irectors’ report
Registered No. 7114
196
The
Directors
presen
t
their
report
and
financial
statemen
ts
for
the
year
ended
31
December
2021
.
These
financial statements have
been prepared under
UK-adopted International Accounting Standards (UK-
adopted
IAS)
an
d
International
Finan
cial
Repo
rting
Standards
as
adopted
by
the
European
Union
(
EU
adopted IFRS) as it app
lies to annual periods beginn
ing 1 January 2021
.
Results and div
idends
The loss after
taxation for the year am
ounted to US$ 72.2 m
i
llion (20
20
: US$
167.9 million loss)
.
There wer
e no dividends paid during the year.
(
20
20
: nil
)
Future developmen
ts
See Strategic Repor
t pages 2-8.
Directors
The director
s who served the Company
during the year were as follows:
Sigurd Thor
vildsen
Henrik Fou
gner
Daniel Gold
J
ohn
Simpson
Synne Syrr
ist
Financial instrument
s
The Group’s fin
ancial risk management objectives and
policies
are discu
ssed further in Note 2
6
on
page
s
71-73 of
t
he financial statemen
ts.
Directors
liabi
lity
The
Company
insures
its
directors
and
officers
again
st liab
ility
in
respect
of
proceeding
s brough
t b
y
third
parties, subject to
the conditions set out in the
UK
Compan
i
es Act 2006.
Directors and
their interests
None of the d
irectors listed above had any
direct intere
st
in
the Company’s
shares.
Major interest in sh
ares
The
Compan
y
has
been n
otified
of
the
following
interest
s
representing
3%
or
m
ore o
f
the issued
or
dinary
share capital o
f the Company as at 25
May
20
22.
No of shares
Percentage h
olding
Awilhelmsen Offsho
re AS
20,240,814
37.1%
Pershing LLC
11,089,012
20.3%
Akastor AS
3,049,673
5.6%
Euroclear Ban
k S.A. / N.V.
2,141,616
3.9%
Skandinav
iska Enskilda Banken
2,000,000
3.7%
Citibank N.A.
1,834,536
3.4%
QVT
Financial
LP
with
affiliated
and
related
parties
owned
5,369
,401
shares
at
2
5
May
20
22,
a
to
tal
of
9.8
% of
the Company’s share capital.
FVP Master Fund LP with
affiliated and related parties
owned 10
,817,52
7
shares at 25 May
20
22 a total of
19.8%
of the Company’s share
capital and
has not notified t
he Company of any c
hanges of ownership up to
the date of
signing the report and financial statements.
Awilco Drilling PLC
10
Directors
rep
ort (continued)
Corporate governan
ce
The information
given in the corporate governance statemen
t is set out on
pages 14
-20.
Going concern
As noted in the Strategic
report, the Group is currently no longer performing operational activities.
Accordingly, th
e financial statements have been p
repared
on a basis other than going concern.
Asset impairmen
t consideration
Managemen
t
h
as
per
formed
an
imp
airment
test
wh
ich
resulted
in
an
impairment of
US$
47.3
million
at
year
end. The valuation of the rig is
based upon the fair value less cost to sell, an
d the final agreed selling price
between bo
th parties
.
Greenhouse gas e
missions
The
Company’s
greenho
use gas
emissions
are
categorised
between
two
categories:
direc
t
em
issions (f
rom
rig power
generation a
nd l
oss
of refrigerants)
and
indirect e
missions (from
purchased electricity
for
onshore
offices).
All f
igures reported are in relation to energy
consumed in the United Kingdom and o
ffshore area.
All
emissions
from the
facilities
over which
the
Company has
direct operational control
were
in
cluded.
The
Companies Act 2
006 requires reporting on the f
ollowing greenhouse gases:
Carbon dioxide
("CO2");
Methane ("CH4")
;
Nitrous Oxide (
"N2O");
Hydrofluoro
carbons ("HFCs");
Perfluorocarbo
ns ("PFCs"); and
Sulphur Hex
afluoride ("SF6").
PFCs and SF6 are
not emitted, and therefore no
t considered in this report.
Greenhou
se gas emissions are repor
ted in tonnes (t) carbon diox
ide equivalents ("CO2e"). Calculatio
ns are
performed
using the
emission factors
and global warming
potential
for each chemical
compound, which are
in acco
rdance with
the current g
uidance from
the UK
Government GHG
Conversion
Factors for
Company
Reporting 20
21. The 2021 annual CO2e
emitted from operations
was 6,
977
t.
For
the
year
ended
31
December
2021
,
the
estimated
carbon
dioxide
equivalent
(“CO2e”)
gas
emissions
were
6,
489
tonnes
as compar
e
d
to 5
,
651
tonnes
for
the year en
ded 31
December
20
20
.
When expressed
as
an
intensity
measure
of
to
nne
s
of
CO2e
gas
emiss
ions
per
days
o
f
contr
act
from
op
erations,
the
intensity
measure
for
31
December
2021
was
18.5
tonnes,
changes
in
the
p
revious
y
ear’s
disclosures
is
due
to
the
changes
o
f
the
operational
context
o
f
the
unit.
Reduction
in
ind
irect
emissions
is
largely
due
to
reduced
occupancy o
f the office due to the global pandemic.
There were
35
kg of accumulated ref
rigerant losses during 202
1 equivalent to
102.0 tonnes of CO2e.
Awilco Drilling PLC
11
Directors
rep
ort (continued)
Greenhouse gas e
missions
(continued)
Greenhouse Gas Emis
sions
20
21
2020
Direct emissions (own
ed rigs)
6,849
5,651
Indirect emission
s (onshore offices)
26
31
Refrigerant em
issions (offshore only)
102.0
230.5
Total emissions (CO2c)
6,977
5,912.5
Direct
CH
4
emissions (
owned rigs)
1.7
1.4
Direct N
2
O
emissions (owned
rigs)
91.2
76.1
The Company’s aim
is
to
work on
improving environmental
sustainability by
reducing the
carbon
footprint,
eliminating waste, recycling
and
using alternative
energy s
ources where
possible. As
the Company holds
an
ISO
140
01
accredited
En
vironmental
Managements
Syste
m
(EMS)
th
is
has
already
identified
the
risks
to
biodiversity
the
Company’s
ac
tivities
may
pose.
The
disposal
o
f
drill
cutting
was
identified
as
the
mos
t
significant
risk
to
biodiversity.
Durin
g
202
1,
zero
drill
cuttings
were
disposed
to
the
environment
from
operations.
Assessment of C
limate Chang
e Impact
As a
result of rig d
isposals, the
Company is
currently no
longer performing
operational
activities so has
no
significant
climate
ch
ange
impact to
consider.
The
responsibility
for
minimising
e
nvironmental
impact
in
relation to th
e disposal of rigs has passed
to the buyer
.
Stakeholder re
lationships
The Directors r
ecognise that business relationships with all s
takeholders is ben
e
ficial to the well
-b
eing of
the organisation.
Feedback in terms of relationsh
ips with suppliers, customers, inv
estors is
discussed with
managemen
t at board meetings.
Disclosure of in
formati
on to the auditors
So
far
as
each
person
who
was a
dir
ector at
the
date
of
approving
this
report
is
aware,
there
is
no
relevant
audit information, being
information
needed by
the
auditor i
n
connection with
preparing it
s report,
of whic
h
the auditor is
unaware. Having made
enquiries of fellow directors and
the Company
’s auditor, each
director
has
taken
all the
steps
that
t
he
y
are
obliged
to
take as
a
director
in o
rder
to mak
e
themselves
aware
of an
y
relevant au
dit information and to establish th
at the auditor is aware of th
at information.
Responsibility
statement
The directo
rs confirm, to the best of their k
nowledge:
That
the
co
nsolidated
finan
cial
statements, prepared
under
UK
-adopted
In
ternational
Accountin
g
Standards (UK-adopted
IAS)
and Inte
rnational
Financial
Reporting Standards
as
adopted
by
the
European
Union
(EU ad
opted IFRS)
as
it ap
plies to
annual
period
s beginn
i
ng
1
January 2021
,
give
a
true
and
fair
view
of
the
assets,
liabilities,
finan
cial
po
sition,
and
profit
of
the
paren
t
company
and
undertak
i
ng included in the
consolidation taken as a whole;
That
the
annual
report,
including
t
he
strategic
report,
includes
a
fai
r
rev
iew
of
the
dev
elopment
an
d
performance
of
th
e
business,
and
th
e
position
of
th
e
company
and
undertakings
include
d
in
the
consolidation
taken as
a whole, together
with
a description of the principal risks and uncertainties
that
they face
: and.
That
th
ey
consider
the
annual
report,
taken
as
a
whole,
is
fair,
balanced
and
understandable
and
provides
the
information
necess
ary
for
shareholders
to
asse
ss
the
company
’s
po
sition,
pe
rformance,
business model an
d strategy.
Awilco Drilling PLC
12
Directors
rep
ort (continued)
Subsequent events
During
Mar
ch,
th
e
subsidiary
com
pany
WilHun
ter
(UK)
Ltd
was
placed
into
liquidation.
The
affairs,
business an
d property of th
e Company are b
eing managed by
the Joint Liquidato
rs
,
Geof
f Jacobs and Blair
Nimmo of
Interpath Advisory.
During
March, the
Company sign
ed a
Sale an
d Purchase
Agreement
with Rota
Shipping
Inc
to recycle
the
WilHunter
at
the
Aliaga
Shipyar
d
in
Turkey.
The
s
ale
is
expected
to
be
co
ncluded
no
later
th
an
15
June
2022.
During
May, the
Company signed
a Memorandu
m of Agreemen
t (MOA) f
or the
s
ale of
the WilPhoenix
to
Well-Safe
Solutions
Ltd fo
r an
agreed
purchase
price
of USD
15.5
million.
Expected d
elivery time
of
the
rig is on or aroun
d 1 June 2022.
During
May
2022, the
Company
signed
a short
-term shareholder
loan
with Awilhelm
sen Offshore
AS
and
QVT
Family
Office
Fun
d
L
P.
Th
e
loan
is
for
a
t
otal
of
up
to
USD
4
million,
structured
as
a
draw
-down
facility,
with
interest
rate
o
f
10
percent
p
er
annum
on
the
ag
gregated
outstandin
g
principal
amou
nt.
In
addition,
ther
e
is an
ar
rangement
fee
of
2
percent
on
the
total
amoun
t. Ma
turity
date
for
the
loan
is
1
July
2022. The lo
an shall be used for general working cap
ital purposes.
As
a
result
of
the
ag
reements
to
dispose
of
both
rigs
after
t
he
y
ear
end,
it
is
co
nsidered
that
the
Group
is
currently
no
longer
perform
i
ng
operational
activities
and
the
financial
statements
have
been
prepared
on
a
basis
other
than going c
oncern.
However, the
Board
shall
continue
to
consider
future
opportunities
an
d
take
the necessary ac
tion as required.
Auditors
A resolution to reappoint Ernst & Young LLP as
auditors will be put to the members at the
Annual General
Meeting.
By order of th
e Board of Directors
Sigurd Thor
vildsen
25
May
20
22
Awilco Drilling PLC
13
Statement of dir
ectors’ responsibilities
The directors are responsible for preparing the
annual report and the financial statement in accordance with
applicable Un
ited Kingdom law and regulation
.
Company Law requires the directors to prepare financial statements for each fi
nancial year. Under t
hat law,
the
directo
rs
have
prepared
the
Group
finan
cial
statements
in
accordance
with
UK
adopted
international
accounting standards (
UK
-adopted IAS)
and
Intern
ational
Financial Reporting Standards
(IFRS)
as adopted
by
the
Eu
ropean
Union
and
hav
e
p
repared
the
Company
financial
statem
ents
in
accordance
with
UK
-
adopted IAS, as ap
plied in accordance with
section 408 of the Companies Act 2006.
Under
Comp
any
law,
the
directors
must
not
appro
ve
the
financial
statements
unless
they
ar
e satisfied
th
at
they give a true
and fair view
of the
state of affairs of
the gr
oup and the company and
of t
he profit or loss
of
the group and th
e company for that period.
In preparing the
se
financial statements,
the directors are required to
:
select
suitable
ac
counting
policies
in
accordan
ce
with
IAS
8
Acco
unting
Po
licies,
Changes
in
Accounting
Estimates and Errors and then apply them
consistently;
make
judgements and estimates that are rea
sonable and prudent;
present
information,
including
ac
counting
policies,
in
a
manner
that
provides
relevant,
reliab
le,
comparab
le and understandable information;
prov
ide
additional
disclosures
when
complian
ce
with
the
specific
req
uirements
in
IFRS
i
s
insufficient
to
enable
users
to
under
stand
the
impact
of
p
articular
transactions,
other
events
and
conditions on th
e group’s financial position and fin
ancial performance;
in
resp
ect
of
the
group
financial
statemen
ts,
state
whether
UK
adopted
international
accounting
standards
(UK-adopted
IAS)
and
International
Financial
Repo
rting
Stand
ards
(
IFRS)
as
adopted
by
th
e
Eu
ropean
Union
have
b
een
f
ollowed,
subject
to
any
material
dep
artures
disclosed
and
explained
in the financial statements;
in
respect
of the
p
arent company
financial
statements,
UK
-adopted
IAS,
as applied
in
accordance
with
section
40
8
of
the
Companies
Act
200
6
h
ave
been
followed,
sub
ject
to
any
mater
ial
departures
disclosed and
explained in the financial statements; and
prep
are
the
financial
statem
ents
on
the
g
oing
concer
n
basis
un
less
it
is
inappropriate
to
presume
that the co
mpany and / or the group will c
ontinue in business.
The
directors
are
responsible
for
keeping
adequate
accounting
records
that
a
re
sufficient
to
show
and
explain
the
co
mpa
ny’s
and
group’s
transactions
and
disclose
with
reaso
nable
accuracy
at
any
time
the
financial
position
of the group
and the co
mpany and
enable them
to ensure th
at its financial
statements com
ply with
the Companies Ac
t 2006.
They are also
responsible for safeguarding the
assets
of
the group and
parent company a
nd group
and hence
for taking reaso
nable steps for the prevention and d
etection of fraud and other irregularities.
Under
applicable
law
and
regulations,
the
d
irectors
are
also
respon
sib
le
for
p
reparing
a
strategic
rep
ort,
directors’
report,
directors’
remuneration
report
and co
rporate gover
nance statemen
t that
comply
with
that
law
and th
ose reg
ulations.
The directors
are
responsible
for
the main
tenance
and in
tegrity of
the
corporate
an
d financial info
rmation included on the company’s web
site.
Awilco Drilling PLC
14
Corporate governance
Awilco Drilling PLC is co
mmitted to maintaining
high standards of corporate governance.
The
Company
is listed
on
the Oslo
Bors
stock
exchan
ge.
The
Company
has ad
opted the
Norwegian
Code
of Practice for Corporate Governance
of 14 October 2
0
21
(
the Code
).
A copy of the
code can be found at
www.nues.no
Adherence
to
the
Code
is
based
on
a
“comply
or
exp
lain”
prin
ciple,
whereby
co
mpanies
ar
e
ex
pected
to
comply
with
the
recommendations
or
explain
why
t
hey
h
ave
chosen
an
altern
ative
approach.
Below
is
a
summary
of
the
departures
from
th
e
Code
with
an
explanation
of
how
the
Company
’s
actual
prac
tices
contribute
to good corporate governance.
Code of Pract
ice Compliance
The
Company
is
required
to
state
ho
w
it
h
as
applied
the
prin
ciples
set
out
in
Section
1
of
the
Code
and
which relate to
its directors, remuner
ation, accountability and audit and r
elations with shareholders.
As
of
the
date of
this report,
the Company is
in
compliance w
ith
the
Code,
ex
cept
in
relation
to
the
following
matters:
Business
the
Company
’s
Ar
ticles
of
Association
do
not
specifically
define
the
C
ompany
’s
business.
The
Company
is
incorp
orated
in
Eng
land
&
Wales
and
th
is
is
in
line
with
standard
practice
for
a
UK
registered
c
ompany.
An
overview
of
the
Com
pany
’s
business
ca
n
be
found
in
this report.
Equity
an
d
dividend
s
the
authorisation
giv
en
to
undertake
share
capital
in
creases
has
not
b
een
restricted to
def
ined
purposes,
d
ue
to
th
e
sco
pe
of
the Company
’s
b
usiness.
Th
is
is
n
ormal
practice
for a UK
registered company.
Auditor
the
Auditor is
not present
during
the
Board m
eeti
ng th
at consider
s the an
nual accou
nts;
but th
e Auditor
attends
all Audit
Committee mee
tings includin
g discussions
related
to the
A
nnu
a
l
Report and
financial statements.
Corporate Assembly
the Company does n
ot have a Corporate Assembly.
Business
During
th
e
year,
the
Company
’s
principal
business
was
to
own
of
fshore
drilling
rigs
for
u
se
in
offshore
drilling oper
ations, and to provide drilling s
ervices for oil and g
as companies using these rigs. This
was
a
n
intricate business which
involved complex assets
and high
value
equipment, and which
required specialised
and trained per
sonnel to operate them
efficiently and safely.
Further information about
the Company
’s vision,
m
ission
and strategy
statements is
av
ailable
in the
Strategic Report.
Equity and dividen
ds
Full
details of
the
shares issued
ar
e detailed
in
Note 24.
Th
e
Company
considers its
equity to
be
at a
level
appropriate
to the Company
’s objectiv
es, strategies, cash flow projection
s and risk profile.
As
the
Company is
curren
tly
no longer
perfo
rming operational
activities, there
will be
no
dividends
distributed arising
from operational activity
.
Awilco Drilling PLC
Corporate governance
(continued)
15
Equal treatment
of shareho
lders
All issued shares of t
he Company are vested with equal
shareholder rights in
all respects. There is
only one
class
of
shares.
The
Articles
o
f
Association
place
no
restri
ctions
o
n
voting
ri
ghts.
Each
share
represents
one vote at th
e Company
’s General Meeting
s
.
Equal opportun
ities an
d diversity
The Company
is
committed to
en
suring
that all
emplo
yees
are treated with
respect
and
dignity
and
to
ensure
that
decisions
are
taken
without
reference
to
irrelevant
o
r
discriminatory
criter
i
a.
The
Company
will
not
tolerate
any
form
o
f
unlawful
discrimination
and
is
co
mmitted
to
promoting
equality
of
op
portunity
and
address
unlawful
discrimination
in
every
aspect
of its
operations.
Th
e
Com
pany
takes every
possible
step
to ensure that
decisions on rec
ruitment, selection, training,
conditions
of wor
k, pay
and
benefits, promotion,
career,
man
a
gement,
and
every
other
aspect
of
employment
are
justifiable
and
based
solely
on
objective
criteria. Du
ring the year, there have been no in
cidents of non
-compliance with this po
licy.
Transactions
with close asso
ciates
The Company
has entered into the agreem
ents lis
ted below with
the following parties:
A management agreem
ent with Awilhelmsen
Management AS (AWM) for
corporate services;
Management-
for-hire contracts f
or
personnel from
the Awilhelmsen Gro
up.
Awilhelmsen Off
shore AS owns 3
7.1% of the ordinary shares in Awilco
Drilling PLC.
Freely negotiab
le shares
The shares of
the Company are freely
negotiable.
Going concern
The
Board
regularly
review
the
Company’s
financial
projections
to
ensure
resources
are
available
to
m
eet
operational
requirements
an
d
takes
appro
priate
action
if
judged
nec
essary.
The
Board
shall
co
ntinue
to
consider
future
opportun
ities
and
take
th
e
nec
essary
action
as
required.
However,
at
this
current
time,
following
the
cessation
of
operational
activity,
th
ese
financial
statemen
ts
have
been
prepared
on
a
basis
other than go
ing concern.
General Meetings
All sh
areholders
of the
Company
are
entitled
to attend
the
general mee
tings of
the
Company
.
The
Annual
General
Meeting
(AGM)
is to
be
held
no
later
than
30
June each
year.
Notification
for
meetings
are
sent
out at least 21 days in advance.
The notice includes a reference to the Company
’s website where
the notice
for
the General
Meeting
and other
supporting
documents requ
ired
to
allow
shareholders to
form a
view
on
all matters to be considered at the meeting are made available. The deadline for registration is normally set
t
wo
work
ing
days
before
the
Gen
eral
Meeting,
to
ensure
sharehold
e
rs
have
as
much
time
as
p
ossible
to
register. If a
shareholder cannot attend a meeting in person
i
t is possible to vo
te through proxy.
The minutes f
rom the General Meetings are published o
n the Compan
y
’s website
www.awilco
drilling.com
The next
AGM
is scheduled for
22
June 202
2.
Awilco Drilling PLC
Corporate governance
(continued)
16
The Board of D
irectors
The
Board
considers
that
it
is
v
ital
to
ensure
th
at
there
is
an
appropriate
range
of
skills,
kno
wledge
and
experience
among
its members,
and
that
the
objectivity
and i
ntegrity
of mem
bers
should be
exem
plary.
The
Board
cu
rrently
consists
of
f
i
ve
non
-executive
Director
s
in
cluding
t
he
Chair
man.
The
Board
believ
es
that
the
structure
and
size
of
th
e
Board
is
appropriate
and
that
no
single
individual
or
group
do
minates
th
e
decision
making
process.
The
names,
skills,
experience
and
expertise
o
f
each
Director
a
re
shown
in
the
Board of Dir
ectors section of the Com
pany
’s website at
www.awilco
drilling.com
The main r
esponsibilities of the Board
include but are not limited to:
providing strategic dir
ection for the Com
pany;
overseeing the Com
pany
’s systems of internal con
trol, governance and risk managemen
t
;
evaluating the performan
ce of executive management; and
monitoring and facilitating th
e activities of the
Audit and Remuner
ation Committees.
Managemen
t is delegated the task of the detailed p
lanning and implementation of
t
he
Company
’s strategy.
Directors
receive
timely,
regular
and
appropriate
man
agement
in
formation
to
enable
them
to
fulfil
their
duties
and
have
acce
ss
to
the
advice
of
the
Company
Secretary
.
The
Board
has
agreed
g
uidelines
for
Directors to ob
tain independent professional advice
, if they seek it,
at the Company
’s ex
pense.
The Company
has in place
directors’
an
d
officers’
liability insuran
ce.
The
Board
includes
two
independen
t n
on-executive
directors
(J
ohn
Simpson
a
nd
S
ynne
Syrrist)
and
three
non
-independent
non-executive
directors
(Sigurd
Thorvildsen,
Henrik
Fougner
and
D
aniel
Gold)
.
A
ll
th
e
non
-executive
Boar
d
members
are
viewed
as
bein
g
f
ree
f
rom
any
r
elationship
with
the
ex
ecu
tive
managemen
t
wh
ich
could
result
in
any
conflict
o
r
af
fect
their
judgement.
None
o
f
the
non
-exec
utive
directors participates
in
the
share option
schemes o
r
long-term incentive
plan
operated
by
the
Company, and
none ar
e dependent on the fees received fro
m the Company
as their primary source of income.
Board Performance
The
Board
completes
a
n
annual p
rocess
to
evaluate
the
effectiveness
of
Board
C
ommittees
and
individual
directors and
has confirmed that it is satisfied that it an
d its Com
mittees are operating
effe
ctively.
The
per
formance
of
th
e
Chief
Exec
utive
Officer
(
CEO
”)
is
rev
iewed
annually
b
y
the
Remu
neration
Committee in co
njunction with h
is annual pay review and
the payment of bonuses.
Directors
are
elected
by
shareholders
at
the
fir
st
annual
general
meeting
af
ter
their
appointment
and
,
after
that, offer them
selves for re-election b
y
a
vote of shar
eholders at least once every two yea
rs.
Awilco Drilling PLC
Corporate governance
(continued)
17
The Board of D
irectors (continued
)
Meetings and attendance
Board
meetings
are
sched
uled
to
be
held
at
least
fiv
e
times
a
year,
linked
to
key
even
ts in
the
Company
’s
corporate rep
orting calendar. Add
itional ad-hoc meetings are held
when deemed necessary
.
It
is
expected
that
all
d
irectors
attend
Board
and
relevant
committee
meeting
s,
un
less
th
ey
are
prevented
from
doing so
by
prior co
mmitments
or
travel restrictio
ns.
If
directors
are unable
to
attend meetin
gs,
they
are given
t
he opportunity to
b
e consulted
and comment in
a
dvance of th
e meeting.
Board Committees
The
Board
has
established
an
Au
dit
Committee,
Remuneration
Co
mmittee
and
a
Nomination
Com
mittee
.
The
Audit
Committee
and
Nomination
Committee
have
formal
terms
of refer
ence gov
erning
their
method
of operation wh
ich reflect the provisions of the Cod
e and
which have been approved
by the Board.
Audit Committee
The Audit
Committee
was chaired
during
the year
by John
Si
mpson an
d
the
other
m
ember
of the Committee
is
Henr
ik
Fougner.
Only
John
Simp
son
is
considered
to
b
e
independent
by
th
e
Board,
which
is
acknowledg
ed
in the terms of reference of the
Audit
Committee.
The Board is s
atisfied that John
Simpson
has
recent
and
relevant
financial
exper
ience,
as
the
former
CEO
of
Den
n
orske
Bank
(now DNB
Bank
)
in
London
and
Regional
Direc
tor fo
r
DNB’s Asia
-Pacific
oper
ations.
Mr
.
Simpson
is
curr
ently a
dir
ector
of
Marine
Capital Limited,
as UK
asset man
ager and
class
ed a
s an ap
proved
person
by the
UK FCA.
He
has
chaired a
udit committee
s
of UK listed co
mpanies and public bodies since
1996.
The
role
of
the
Audit
Committee
is
to
ensure
the
integrity
of
the
financial
statements
of
the
Company
,
including its annual and quarterly reports, preliminary results’ announcem
ents
and any other formal
announcemen
ts
relating
to
its
financial performance.
It
is responsible for
rev
iewing t
he Company
’s
in
ternal
financial control and
risk management systems,
advising the
Boar
d
on the
appointment of
external auditors,
overseeing the
relationship
with
extern
al
auditors,
reviewing
t
he Company
’s
wh
istleblowing
procedures
an
d
considering
t
he need for a
n internal audit fun
ction.
The
Audit
Committee
monitors
the
r
elationship
with
the C
ompany
’s
external
auditors
r
elating
to the
provision of non-
audit s
ervices to ensure auditor objectivity and
in
dependence is safeguarded.
The
Company
will award
non-audit work
to the
firm wh
ich provides the
best commercial
solution for
the work
in
question
taking
into
account
the
s
kills
and
e
xperience
of
the
f
irm
involved
and
t
he
fees
payab
le
for
the
work
.
In co
nsidering wh
ether to
award
such
work
to the
external
audito
rs,
atten
tion is
paid
to
the lev
el of
fees for non-audit services relative to the am
ounts of the audi
t fee and whether t
here are safeguards in place
to
mitigate
to
an
acceptab
le
level
any
threa
t
to
objectivity
and
in
dependence
in
the
conduct
of
the
au
dit
resulting from
the provision of such ser
vices.
There
is
an
opportunity
at
ea
ch
meeting
for
the
Aud
it
Committee
to
discuss
matter
s
privately
with
the
external auditors
without any
memb
ers
of the
ex
ecutive
manag
ement
team
present.
In addition,
the
Chairman
of
the Committe
e is
in regu
lar contact
with th
e external
audit par
tner to
discuss matters
relevant
to the Comp
any.
The Audit
Comm
ittee
h
ave
also
b
een
extensively i
nvolved
in
en
suring
the
appropriate
disclosures
regarding
Going Conce
rn have been included in the
financial statements.
Remuneration Committee
The
Remu
neration
C
ommittee
was
ch
aired
during
th
e
year
by
Sig
urd
Thorvildsen
and
th
e
other
members
of the Com
mittee are Daniel Gold
and Henrik Fougner
.
The
role
of
the
Remuneration
Committee
is
to
establi
sh
and
dev
elop
the
rem
uneration
po
licy
for
the
Company
’s
ex
ecu
tives
and key
m
anagement a
nd
to
de
ter
mine
a
specific
remuneration
pac
kage
f
or
the
CEO
.
No d
irector or
employee
is involved
in
deciding their
own remuner
ation.
The Committee
also appr
oves all
employee
pay review proposals.
Details of the Company
’s policy on remuneration, service contracts and compensation payments are set out
in the
Directo
r’s
remuneration report.
Awilco Drilling PLC
Corporate governance
(continued)
18
The Board of D
irectors (continued
)
Nomination
Committee
The memb
e
rs of the
Nomination Committee are Hen
rik Christensen and Tom
Furulund.
The r
ole of the
Nomination Committee
is to pr
esent
a
recommendation
to the gen
eral meetings
concerning
directors
to
be
elected
by
shareholders
and
the
level
of
directors
fees.
The
Nomin
ation
Committee
shall
also present
recommendation
s
to
the general meetings
regarding nomination of
members
to
the Nomination
Committee and
concerning fees for the members o
f the Nomination Committee
.
The table belo
w shows the frequency and attendan
ce of d
irectors and other members
at Board and
Committee meetin
gs during 2021
.
Board
Meetings
Remuneration
Committee
Audit
Committee
Nomination
Committee
No of meetings in
year
Sigurd Thor
vildsen
9
-
-
Henrik Fou
gner
10
3
-
Daniel Gold
9
-
-
John Simpson
10
-
3
-
Synne Syrr
ist
10
-
-
-
Henrik Christensen
(1)
-
-
-
4
Tom Furulund
(1)
-
-
-
4
(1)
Not members of the Boa
rd b
ut members of the Nomination Committee only
Internal contro
ls and ri
sk management
The
Board
acknowledges
its respon
sibility for
establishing
and
maintaining
adequate
internal
controls and
risk
manag
ement
systems
to
safeguard
shareholders
in
vestments
and
the
Company
’s
assets
and
performs
an
annual
review
of
these
areas.
Such
systems
can
o
nly
be
designed
to
m
anage,
and
not
to
eliminate,
the
risk of failure to ac
hieve business objectives. They ca
n provide reasonable, but not a
bsolute, assurance that
the
Comp
any
’s
assets
are
safeg
uarded
and
that
the
f
inan
cial
information
used
with
in
the
business
for
external
reporting is reliable.
Operational and business activity risks
The
Company
’s oper
ational and busin
ess activity risks
are contr
olled and m
itigated by the
implementation
and
use
of
its
Business
Manag
ement
System
(BMS).
The
Comp
any
’s
offshore
activ
it
y
risk
is
furth
er
controlled
by
t
he
implementation
and
u
se
of
its
Safety
and
E
nvironmental
Management
System
which
is
incorporated
in the BMS
.
Information and financial reporting systems
The
Compan
y
’s co
mprehensive p
lanning
and
financial
reporting
procedures
inclu
de annu
al detailed
operational budgets
wh
ich
are reviewed
and approved
b
y
the B
oard.
Performance
against
budget is
monitored
throughout
the
y
ear,
through
monthly
reporting
of
m
anagement
accounts
an
d
key
p
erformance
indicators. The
Board receives
updated cash
flow statements on a
monthly basis
and at eac
h Board
meeting
and has clo
se follow-up discussions with the
management between meeting
s as required.
Awilco Drilling PLC
Corporate governance
(continued)
19
Internal contro
ls and ri
sk management (con
tinued)
With
a
centralised
financial
r
eporting
system,
transactions
and
balances
are
recognised
and
measured
in
accordance
with pres
cribed accounting p
olicies, and all
relevant informatio
n is appropriately
reviewed and
reconciled as p
art of the reporting process.
Investment appraisal
There are
clea
rly
defin
ed
evaluation
an
d
app
roval
pro
cesses
for acquisitions
and
disposals,
capital
ite
ms
and
major
ex
penditure.
These
in
clude
escalating
levels
of
authority
and
post
-
completion
reviews
of
all
major
projects
to
co
mpare
th
e
actual
outcome
with
the original
plan.
Certain
tr
ansactions
are
reserv
ed
for
approval
by
the
Board
and
limits
of
deleg
ated
responsibility
and
areas
of
authority
hav
e
been
identified
for
employees.
External audit
The Audit
Committee reports to the Bo
ard on matters discussed with the aud
itors during the course of the
statutory aud
it.
Takeovers
The Compan
y has adopted guidelines in r
elation to takeover bids. The guiding p
rinciples of the Board in a
take-over
s
ituation will be to seek the best value for and the equal treatment of all s
hareholders. The Board
recognises
that
the
decision
whether
to
accept
or
reject
an
offer
li
es
with
the
s
hareholder
s an
d
will
refrain
fro
m
any
actions
which
may
deny
shareholders
th
is
choice.
The
Boar
d
will
seek
to
provide
shareholder
s
with
a
recomm
endation
as
to
whether
shareholders
should
or
should
not
accept
an
offer.
This
inclu
des
seeking
ex
ternal
advice
on
valuation
when
appropriate.
Any
transaction
that
is
in
effect
a
disposal
of
the
Company
’s activities will
be subm
itted to
a Gen
eral Meeting for
its approv
al. As
the Com
pany is
incorporated
in
England
and
Wales
and
listed
in
Norway
,
any
takeover
bid
for
the
Compan
y
would
be
governed
by
aspects
of
both
English
law
and
Norwegian
law
and
regulations
in
accordance
with
t
he
EU
Takeover Direc
tive.
Communication
with shareho
lders
The Company
is
committed to
maintain
the
highest
of
standards of
d
isclosure e
nsuring that
a
ll
investors and
potential
investors
hav
e
the
s
ame
access
to
h
igh
quality
,
relevant
information
in
an
ac
ces
sible
an
d
timely
manner to assist them in
making informed decisions. The Investor Relations Department manages the flow
of information to all investo
rs and potential investors and regular presentations tak
e place at the time of the
quarterly
results as well as during the rest of the
year.
Any
concerns
raised
by
a
sha
rehold
er
in
relation
to
the
C
ompany
and
its
affairs
are
co
mmunicated
to
the
Board.
The
Company
maintains
a
website
which
provides
u
p-
to
-date,
detailed
information
on
the
Company
’s
operations,
which includes a dedicated inv
estor relations section. All
Company
an
nouncements are
available on
the website, as are copies of slides u
sed for presentations to investmen
t analysts.
Shareholder
s
will have
the
opportunity at
the forthcoming A
GM
to
put
questions
to
the
Board, including
the
Chairmen of
the various Committee
s.
Remuneration o
f the Board of
Directors
The
Company
operates
in
a
highly
competitive
market
a
nd
must
attract,
motivate
and
retain
hig
h
quality
directors capab
le of achieving the Com
pany
’s objectives and ther
eby enhancing shareholder value.
The
n
on
-executive
Board
members
receive
annual
remuneration,
based
on
the
Board
’s
responsibilities,
expertise, time
inv
ested
an
d
the complexity of
the business. Their
remuneration
is
n
ot
lin
ked
to
the
Company
’s performance.
The
remun
eration
of
the
Board
is
disc
losed
in
the
Director’s
Remuneration
R
eport
on
pa
ges
21
-34
of
this
report. Non
e of the Board members have had any additional assignment
s for the
Company and none of the
non
-executives particip
ate in any incentive or share option program
me.
Awilco Drilling PLC
Corporate governance
(continued)
20
Remuneration o
f executive person
nel
The
Remun
eration
Committee
rev
iews
and
advises
on
proposals
made
by
the
CEO
with
regard
to
the
remuneration pay
able to executive personnel and pr
esents them to the Board. The remuneration payable to
executive p
ersonnel is determined on the basis of
competence, experience and
achieved results.
The
Board
decides
the
salary
and
other
compensation
for
the
C
EO
in
a
meeting.
The
remuneration
a
nd
other
compensation
to
th
e
CEO
and
other
executive
employees
are
disclosed
in
the
no
tes
to
the
financial
statements.
Auditor
In
line
with
standard
practice
for
a
UK
company,
the
auditor
is
not
presen
t
during
the
Bo
ard
meeting
that
deals with the an
nual accounts.
The
auditor
attends
all
meetings
of
the
Audit
Committee
and
presents
to
the
Committee
review
s
o
f
the
Company
’s
accounting
principles,
r
isk
areas,
internal
control
procedures,
including
identified
weakn
esses
and propo
sals for improvement.
The
auditor
has
a
private
meeting
with
the
Audit
Committee
at
the
end
of
each
of
its
meetings
at
which
neither the
CEO nor any other member fro
m the management team is present
.
By order of th
e Board of Directors
Sigurd Thorv
ildsen
25
May
20
22
Awilco Drilling PLC
21
Directors’ remu
neration report
Information no
t subject to audi
t
Chairman of
the Remuneration
Comm
ittee’s Annual Statement
Dear Shareho
lders,
I
am pleased
to
present
the
directors
rem
uneration
report for
the
financial
year
ended 3
1 December
20
21
,
prepared in
accordan
ce
with
th
e
Schedule 8
to
the
L
arge
and Medium
-sized
Comp
anies
and
Groups
(Accounts an
d Reports) Regulations 2008.
This
repo
rt
explains
the
Company’s
remuner
ation
polic
y
and
provides
details
of
the
remuneration
paid
to
executive
and
n
on
-executive
directors
for
ser
vices
to
the
Company
during
the
year.
There
h
ave
bee
n
no
significant chan
ges to the remuneration policy
this year.
In
determining
remuneration
levels,
the
Com
mittee
has
taken
account of
market conditions,
the
performance
of the Comp
any, responsibility to shareholders an
d good corporate governance.
A resolution to approve the Directors remuneration report will be propo
sed at the AGM which is scheduled
to be held o
n
22
June 2022.
Sigurd Thorv
ildsen
Chairman,
Remuneration Committee
25
May
20
22
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
22
Introduction
The
Company’s
CEO
is not
an
Executive
Director
of the
Company
but
under
UK co
mpany law
, ther
e is
a
requirement
for
quoted companies
to
treat the
Chief Executive
Officer,
for the
purposes of
certain
remuneration
-related
requirements,
as
if
that
person
were
a
director
of
that
quoted
company.
The
current
CEO
was appo
inted f
ollowing a
proposal
from the
Board
of Directors
after
the r
esignation of
the pr
evious
CEO,
ac
ting
o
n
an
interim
basis.
His
services
ar
e
pr
ovided
to
the
Company
under
a
management
o
n
hire
agreement
from
a
related
party
.
The
rates
are
p
er
t
he
management
on
hire
agreement,
which
is
currently
NOK 2,7
51 per hou
r, and billing is
based on
an hours wo
rke
d
basis. This rate
was not
subject to r
e
view b
y
the
renu
meration
committee
or
appr
oval
by
shareholder
s.
T
he
following
remuneration
re
port
sets
out
the
policy
in
r
espect
o
f
the
components
of
remuner
ation
which
a
ny
future
CEO
em
ployed
d
irectly
by
the
company wou
ld receive.
Process for setting the Remuneration Policy
The Remuner
ation Committee (the “Committee”)
sets the remuneration policy based on
the principles and
framework ou
tlined below. The Committee
is briefed on and consider
s prevailing market conditions, the
competitive en
vironments and the positioning and
relativities of pay and employment co
nditions across
the wider Comp
any workforce.
Following each
meeting of the Committee, the Chair pr
ovides an up
date to the Board.
Although
the
Committee
does
not
consult
directly
with
employees
on
CEO
or
director
remu
neration,
the
Company
conducts
periodic
employ
ee eng
agement surv
eys that
give
employees
an
opportunity
to
provide
feedback on
a wide range of employ
ee matters.
As
part
of
the
Com
pany’s
commitment
to
good
governance,
the
Committee
also
con
siders
shareh
older
views
when
setting
the
remuneration
policy.
Feedback f
rom sh
areholders an
d inv
estors is
shared
with,
and
use
d
as
inp
ut
into
decision-m
aking
by,
the
Board
and
Committee
in
respec
t
of
the
remuneration
policy
a
nd
its
application.
The Committee
consider
s
that this
approach
provides a
robust
mechanism to
ensure
its
members
are
aware
of
matters
raised,
have
a
good
u
nderstanding
of
current
share
holders
views,
and
can
determine th
e Company’s remuneration policy and m
ake decisions as appropriate.
The
remuneration
policy
is designed
to
avoid
conflicts
of interests
between
the
Company
and
the in
terests
of shareholders.
In setting
the
remuneration policy, Committee members are
subject to
provisions
designed
to
avoid
or
ma
nage
conflicts
of
interest,
which
ar
e
do
cumented
separately
in
the
Comp
a
ny’s
compliance
policies.
None
o
f
the
d
irecto
rs
or
CEO
makes
a
decision
relating
to
their
own
remuneration.
I
ndividual
directors leave
the meeting when their own rem
uneration is being discussed.
Remuneration policy
The Company
operates in a highly competitive
market and must attract, motivate
and retain high quality
directors an
d senior executives capable o
f achieving the Comp
any
’s objectives and th
ereb
y enhancing
shareholder
value.
A
significant
proportion
o
f
the
potential
remuneration
of
th
e
CEO
an
d
s
enior
executives
is
performance-
related
with
appropriately
stretching
targets,
thus
aligning
the
ir
interests
with
those
of
shareho
lders
and
encouraging
performance at the highest levels.
The
Committee
h
as
considered
wheth
er
there
are
any
aspects
o
f
the
remun
eration
p
olicy
which
could
inadverten
tly encourage the executives to take inappropriate risk and has conclud
ed that t
he policy remains
appropriate in
this regard.
How the views of employees are taken into account
As referr
ed to ab
ove, t
he Company
, in line
with mark
et pr
actice, does n
ot actively
consult with
employees
on
executive
r
emuneration.
The
Committee
is
made
awa
re
of
ov
erall
pay
and
employment
co
nditions
in
the wider wo
rk force when it sets the executive remun
eration policy.
How the views of shareholders are taken into account
As
referred
to
above,
t
he
Committee
takes
into
acco
unt
the
view
of
the
sharehold
ers
through
op
en
and
transparent communication
with
shar
eholders.
If
there are
significan
t
changes proposed
to
the
remuner
ation
policy, the
Committee will consult with major shar
eholders.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
23
Remuneration Policy Table
Executive Directors and CEO
The table belo
w summarises the remuneration po
licy for any Execu
tive Directors and
any future CEO
employed direc
tly by the Company
.
Element
Purpose
Operation
Opportunity
Performance
Measure
Annual Salary
To attract and retain
key individuals and
reflect their
responsibilities,
market value and
expected performance
level
Reviewed annually or
when a change in
responsibility occurs
There is no
maximum salary
opportunity
Not applicable
Benefits
To provide a market
competitive reward
package to the
employee
Benefits to be provided
to Executive Directors
or the CEO will be
determined by the
Committee taking into
account such factors as
it determines to be
necessary, with the aim
of creating a competitive
overall package. The
provision of benefits
would not be expected
to be performance
related.
Benefits may include,
but are not limited to:
Car allowance
Private health
care
Travel and
housing
allowance
Benefits may also be
provided to reflect the
jurisdiction in which an
Executive Director or
the CEO is recruited or
to which an Executive
Director or CEO is
relocated for business
reasons, including
relocation costs, tax
equalisation
arrangements and
arrangements to take
into account exchange
rates.
Benefits may also
include participation in
any broad-based
incentive plan operated
by the Company from
time to time, up to the
relevant limit for
participation as applies
to such arrangement
Car allowance is a
fixed annual
amount. There is
no maximum for
health/dental
insurance as
it
will
depend on the value
of premiums paid
in the year
Not applicable
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
24
Element
Purpose
Operation
Opportunity
Performance
Measure
Performance-
related bonus
To provide an
incentive for superior
work and to motivate
executives toward
even higher
achievement and
business results, to tie
their goals and
interests to those of
the Company and its
shareholders and to
enable the Company
to attract and retain
highly qualified
executives
Bonus payments are
determined by the
Remuneration
Committee and awarded
where justified by
performance
The amount of
bonus increases
with the level of
performance
achieved, up to a
maximum of 100%
of salary
Annual bonuses
will be
determined by
reference to
performance, in
the normal
course
measured over
one financial
year. The
performance
measures,
weightings and
targets for the
annual bonus
will be set by
the Committee
on an annual
basis
The Committee
shall have
discretion to
determine the
terms and level
at which annual
bonuses may be
granted,
including the
minimum
performance
required for an
annual bonus to
be payable
In respect of an
Executive
Directors' or
CEO's
participation in
annual bonus
arrangements in
any year, the
Committee w
ill
have power to
amend
performance
measures and
targets after
they have been
set if events
happen that
mean they are
no longer a fair
test of
performance
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
25
Element
Purpose
Operation
Opportunity
Performance
Measure
Pension
To provide a market
competitive
long-term
retirement benefit
Eligibility to participate
in a Defined
Contribution scheme
which has a maximum
employer contribution of
12
%
Up to
12
% of salary
No
t applicable
Long Term
Incentive Plan
(LTIP)
To motivate and
incentivise executives
to achieve key long-
term incentives
The Company has
operated a historic LTIP
arrangement for the
former CEO with all
awards being synthetic
share options which are
cash-settled
In the event that the
Company adopts a new
long-term incentive plan
(which may involve
synthetic share options,
cash or actual shares),
the CEO would be
eligible to participate in
such plan, subject to the
terms of, and the
maximum levels of
participation provided
in, the rules of such
plan.
In respect of any
performance-related
long-term awards
granted to the CEO,
performance measures,
weightings and targets
would be set by the
Committee
Following grant of an
award, the Committee
would have power to
amend performance
measures and targets if
events happen that mean
they are no longer a fair
test of performance
The 2020
plan “vests” in
25% tranches linked to
rig contract dates and
expires after five years.
Award of up to
100% of salary
each calendar year
The awards are
made at the
discretion of the
Board of
Directors and
are not
guaranteed to be
awarded each
year
Notes to the Remuneration Policy Table
In
considering
the
appropriate
measures
to
apply to
any
perf
ormance
-based
awards,
the
Committee
will
seek
to
in
centivise
and
reinforce
delivery
of
the
Company's
stra
tegic
ob
jectives
achievin
g
a
balance
betwe
en
delivering
a
nnual returns to
shareholders and ensuring long
-term profitab
ility and growth.
The
performance
tar
gets
set
would
be
stretching
and
ac
hievable,
taking
into
account the
Company's
strategic
priorities and
the economic environment in which
the Company operates.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
26
Statement of consideration of employment conditions elsewhere in the Company
The C
ompany’s remuneration
policies
and practices
are f
o
unded
on
a
high
degree o
f
alignment and
consistency
across
the
org
anisation.
Acc
ordingly,
r
emuneration
for
senior
management
is
determined
taking
into account the
remuneration
principles that apply
to the
CEO,
and s
imilar principles also
form the
basis
of
the remun
eration arrangements for the wider workforce.
The ap
proach to
salary reviews
is con
sistent across
the Comp
any, with
consideration
given to the
scope of
the
role,
responsibility,
individual
performan
ce
and
pay
levels
in
the
selected
p
eer group.
Retirem
ent
benefits,
typically
in
the
form
of
a
pension,
are
provided
based
on
local
market
practice.
Other
benefits
provided to th
e wider employee population reflect
local market practice and legislative req
uirements.
A
high
proportion
of
the
wider
employee
population
are
eligible
to
participate
in
annual
bonus
arrangemen
ts.
Opportunities and metrics
which apply to
these
arrangements may
vary
by organisational level
with
functional perf
ormance indicators incorporated wh
e
re appropriate.
Senior
managers
are
eligible
to
participate
in
the
LTIP,
with
opportunities
varying
across
levels
with
the
most senior man
agers having a bigger portion of their p
ay delivered under the LTIP.
The k
ey difference b
etween remuneration f
or the CEO
and the wid
er employee
po
pulation is th
e increased
emphasis on long
-term performance in respect of the C
EO, with a greater percentage of their total
remuneration b
eing performance-related
.
The
Committee
is
regularly
upd
ated
on
the
pay
principles
and
practices
in
oper
ation
across
the
Company,
in order to tak
e these into account in setting the remu
neration policy.
Other matters
In addition
to the above,
the Company is
obliged
to honour any
contractual entitlement
to compensation or
benefits, and any incentive awards, which ar
e held by: (i) any current or former Executive Director or CEO
on the
effective
date of
this
policy;
or (ii)
an
employee or
officer
of t
he Gro
up on
the
date t
hey are
p
romoted
to
th
e
role
of
Executive
Director
or
CEO.
Ap
propriate
disclosure
will
be
made
of
an
y
com
pen
sation
paid
(or similar) to
an Executive Director or CEO pursuan
t to any such arrangements.
The C
ompany may
reimburse
all reasonable expenses
incu
rred
by
an
Executive Director
or
CEO
in
connection
with their ro
le. This will include
expenses in
attendin
g Board
or Board-co
mmittee meetings, o
r
the
Company
may
alternatively
provide
a
travel
allowance
for
such
purpose.
This m
ay also
inclu
de items
which,
for tax
purposes, are
treated as a
taxable b
enefit, and
in which
case the
Company may
also p
ay any
such tax o
n behalf of the Executive Director or CEO.
Approach to recruitment and promotions
In recruitin
g an Executive
Director or CEO,
including on promotion o
f an employee or
officer from with
in
the
Group
to th
e role
of
CEO, the
Committee
will
offer
the
recruit
a remu
neration pac
kage that
it believ
es
is appro
priate, taking
into account
the skil
ls and
experience of
the individual
and the
need to recruit,
retain
and
mo
tivate
individuals
of
the
appropriate
calibre.
The
remuner
ation
package
offer
e
d
may
include
the
components of
remuneration described above in
the Remuneration Policy Table.
For
extern
al
hires,
the
Committee
m
ay
d
etermine
th
at
it
would
be
appropr
iate
to
buy
-o
ut
any
existing
incentive
awards
held
by
the
individ
ual
that
are
forfeited
as
a
result
of
the
individual
leaving
their
former
employer.
The
Committee
may
also
determine
that
i
t
would
be
appropriate
to
grant
recru
itment-
related
awards. In the case of any
buy-o
ut o
f an equity based award, or the g
rant of any recruitment-r
elated award,
the
awa
rd
would
n
ormally
be
subject
to
such
v
esting
and/or
performance
conditions
as
the
Commit
tee
determines
to
be
appropriate,
either
under
a
one
-
off
arrangem
ent
or
under
the
terms
of
the
Comp
any’s
incentive
arrangements.
In
determining
the
terms
of
such
awards,
the
Committee
will
take
accoun
t
of
th
e
vesting
schedule
and
conditions
attached
to
the
forfeited
awards
(in
the
case
of
buy
-out
award
s),
but
also
other
factors
th
at
it
d
etermines
to
be
relevant,
including
the
need
to
incentivise
suitably
and
retain
the
individual dur
ing the initial years of their office.
The
max
imum
level
of
var
iable
remun
eration
(excluding
a
ny
buy
-out
awards)
that
may
be
granted
to
an
y
new Executiv
e Director or CEO is 250% per annu
m of their salary.
Awilco Drilling PLC
Dire
ctors’ remu
neration report
(continued)
27
Service contracts
The employmen
t contract of the CEO is not of a fixed duration an
d therefore has no unexpired term
s
.
The
no
tice
period
of
the
CEO's
contract
of
employmen
t
is
six
months
with
the
same
notice
per
iod
for
the
Company.
The
CEO's
employmen
t ca
n
be term
inated
in
the
six-mo
nth
probationary
period
without
notice
in the case of
wilful misconduct or g
ross negligence
.
In the event of
termination by
the Company, where the
re is
no basis
for dismissal as
a result
of gross breach
of duty
or
other material
b
reach
of
the em
ployment contract
by the
CEO,
o
r
as
a
result of
mutual agreement,
the CEO shall be en
titled to twelve mon
ths' severance pay.
In
the
e
vent
of
a
c
hange
of
c
ontrol
of
the
Comp
any,
the
CEO
can
terminate
the
em
ployment
contract
and
would be
e
ntitled to twelve
months' severance pay.
The
CEO's
service
co
ntract
is
available
for
inspection
at
the
Compan
y’s
registe
red
office
during
nor
mal
hours of bu
siness.
The non-ex
ecutive directors do not have service
contracts but instead have letters o
f appointment.
Loss of office payments
Contractual en
titlements
A
d
eparting
Exec
utive
Director’s
or
CEO's
rig
hts
in
respect
of
salary,
retiremen
t
benefits
and
contractual
benefits will be d
etermined in accordance with
his service contract.
Incentive plans
The
terms
of
a
departing
Ex
ecutive
Director’s
or
CEO's
particip
atio
n
in
any
annual
bonus
or
long
-term
incentive plan
s will be governed by the terms of su
c
h arrangements.
Corporate action
s
The
treatment
of
incentive
awar
ds
in
the
event
of
a corporate
action
affecting
the
Company
will
be
determined
in accordance with the term
s of such awards.
The Company may agree to pay reasonable legal fees on behalf of an Executive Director or CEO
in respect
of the effect of
any corporate action on their personal po
sition.
Other
The Company may enter into
new contractual arrangements with a departing Executive Director or CEO in
connection with
the cessation
of office
or employment,
includin
g
(bu
t
not
limited
to) i
n
respect
of
settlement
of
claims,
co
nfidentiality,
restrictiv
e
covenan
ts
and/or
consultancy
arrangements,
where
the
Committee
determines
it
necessary
or
ap
propriate
to
do
so.
The
Company
may
pay
reasonable
legal
fees
on
beh
alf
of
an Ex
ecutive Director
or CEO in
connection with
their cessation
of office
and employmen
t. The Company
may agree to pro
vide other ancillary or non
-material benefits, paymen
ts or similar to a departing Executive
Director or CEO.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
28
Reward Scenarios
The g
raph
below shows
how the
total
pay o
pportunities
for any
future CEO
wo
uld
v
ary
under four
performance
scenarios.
Th
ese
have been
prepared
on th
e assumptions
detailed
below
.
Th
e curr
ent interim
CEO is on
a fixed rate in accordan
ce with a managem
ent on hire
agreement
and as a result no per
formance
scenarios are
applicable.
Below target = fix
ed pay only (base salary, ben
e
fits and pension)
On target = 50% p
ayable of annual bonus, 0% LTIP a
ward
Maximum =
100% payable of annual bonus, 100% L
TIP award
Maximum
2
=
100%
p
a
yable
of
ann
ual
bon
us,
100
%
LTIP
award
an
d
50%
share
price
in
crease
over
t
he
performance
period
The
chart
illustrates
the
potential
rewa
rds
availab
le
under
th
e
remuneratio
n
policy
on
an
annu
alised
basis
for
the
financial
year
2021
.
The
valu
es
(ot
her
than
the
Maximum
2
illustration)
assume
a
constant
share
price
an
d
do
not
tak
e
into
account
d
ividend
adjustments
th
at
may
be
r
eceived
on
the
share
awards.
Th
e
potential
awa
rds
available
for
"o
n-target"
p
erformance
under
the
an
nual
bonu
s
and
LTIP
are
prov
ided
for
illustration o
nly and
do n
ot reflect formal
policy d
ecisio
ns that these
amounts
will be
received.
Maximum
2 illustration assumes a
share price increase o
f 50% over the performan
ce period but in all other r
espects is
the same as the Ma
ximum illustration. Th
e figures used in the chart are provided for illustration
o
nly based
on a theoretical g
rant over 100% of salary, being
the maximum permitted under the policy
table.
The
salary
level
(on
which
th
e
bonus
an
d
LTIP
elements
of
th
e
packag
e
are
calculated)
are
based
on
th
e
previous
salary level of GBP 3
25
,000
based on the GBP/NOK year en
d exchange rate
.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
29
Remuneration policy table
non
-executive directors
The remuneratio
n policy for non-ex
ecutive directors is set out in the tab
le below. No non-exec
utive
directors par
ticipate in the Company’s incentive
arrangements or p
ension plan.
Componen
t
Purpose
Operation
Fees
The basic fee
is a fixed annual fee agreed after
taking external ad
vice and making market
comparison
s, and relate to the service of th
e
directors in conn
ection with the Company’s
business. The ad
ditional fees payable to the
Chairman and
members of the Board Com
mittees
reflects the add
itional time commitment in
preparing and atten
ding additional meetings.
The fees f
or non-executive
directors (includin
g the
Chairman) ar
e reviewed
annually and
approved in
aggregate
at the annual general
meeting. Th
e current level of
fees is detailed belo
w.
New appointments
The same pr
inciples as described ab
ove will be applied in settin
g the remuneration of a new non
-executive
director. Remuner
ation will comprise fees only and
be p
ai
d in accordance with
the prevailing rate at the
time of the appo
intment. No variable remuner
ation will be paid and there will be no
compensation for any
loss of remun
eration in a previous employment.
Letters of appointments
The Non
-executive Directors
Letters of Ap
pointment are available for inspectio
n at the Company’s
registered of
fice during normal hours of business.
Other matters
In addition
to the above,
the Company is
entitled to honour
any contractual entitlemen
t to compensation
or
benefits, and
any incentive awards, which are held by any current or former Non
-Executive Director
on
the
effective
date of th
is policy. App
ropriate disclosure
will be mad
e of any
compensation paid
(or similar)
to
a Non-Ex
ecutive Director pursuant to any
such arrangemen
ts.
The Com
pany may
reimburse all reason
able expen
ses incurred by
a Non
-Executive
Director in
connection
with
their
role.
This
will
include
expenses
in
attending
Boar
d
or
Board
-co
mmittee
meetings,
o
r
the
Company
may alter
natively pr
ovide a travel
allowanc
e for
such purpose.
This may
also includ
e items
which, fo
r tax
purposes,
are
treated
as
a
taxable
ben
efit,
and
in
which
case
the
Company
may
also
pay
any
s
uch
tax
on
behalf of the Non
-Executive Director.
Fees for non-executive directors
The current lev
el of fees pa
id
for
20
20
and those propo
sed for
20
21 are as follows:
20
21
2020
GBP
GBP
Chairman
46,375
46,375
Basic Fee
33,125
33,125
Chair of Aud
it Committee
5,000
5,000
Member of Aud
it, Remuneration
or Nomination Committee
3,000
3,000
Fees to be paid
in respect of 2021 will b
e decided at the next AGM which is sched
uled for
22
June 2022.
Retirement and re-election of directors
All directors wer
e required, under the Articles o
f Ass
ociation of
the Company, to retire at the first AGM.
At each subsequ
ent AGM, any directors who h
ave been appointed by ordinary resolu
tion or by the
directors since th
e last AGM or who were not a
ppointed or reappointed a
t on
e of the preceding two AGMs
must retire fro
m office and may offer themselves f
or reappointment by the
members. Af
ter
recommendation
by the Nomination
Committee, all direc
tor
s were re-ap
pointed at the AGM on
9
th
June
2021
.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
30
Audited informa
tion
Directors' remuneration
Single total figu
re of remuneration table
20
21
Basic
Salary and
Fees
Benefits
(1)
Pension
related
benefits (2)
Total Fixed
Remuneration
Performance
Related bonus
Other (3)
Total Variable
Remuneration
GBP
GBP
GBP
GBP
GBP
GBP
GBP
Chief Executive
Officer:
J E O Berge
(4)
27,083
1,290
3,296
31,669
-
-
-
E D Jacobs
(5)
170,337
-
-
170,337
-
-
-
197,420
1,290
3,296
202,006
-
-
-
Non-executive
Directors:
S E Thorv
ildsen
49,375
-
-
49,375
-
-
-
H Fougner
39,125
-
-
39,125
-
-
-
D A Gold
36,125
-
-
36,125
-
-
-
J N Simpson
38,125
-
-
38,125
-
-
-
S Syrrist
33,125
-
-
33,125
-
-
-
195,875
-
-
195,875
-
-
-
2020
Basic
Salary and
Fees
Benefits
(1)
Pension
related
benefits (2)
Total Fixed
Remuneration
Performance
Related bonus
Other (3)
Total Variable
Remuneration
GBP
GBP
GBP
GBP
GBP
GBP
GBP
Chief Executive
Officer:
J
E O Berge
325,000
15,789
39,552
380,341
-
-
-
325,000
15,789
39,552
380,241
Non-executive
Directors:
S E Thorv
ildsen
49,375
-
-
49,375
-
-
-
H Fougner
39,125
-
-
39,125
-
-
-
D A Gold
36,125
-
-
36,125
-
-
-
J N Simpson
38,125
-
-
38,125
-
-
-
S Syrrist
33,125
-
-
33,125
-
-
-
195,875
-
-
195,875
(1)
Includes non
-cash benefits comprising car allo
wance and private health and dental
care
(2)
Contributions mad
e during the year to the defined contribu
ti
on scheme
(3)
Cash-settled value of
synthetic share options exercised d
uri
ng the year
(4)
Resigned 1 February
2021
(5)
Interim CEO, not e
mployed by Company but
provided under a
management on hire
agreement
from
a
related p
arty
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
31
Analysis of taxable benefits received
The Chief E
xecutive Officer received the
following taxable benefits:
20
21
2020
GBP
GBP
J
E O Berge
(1)
Car allowance
1,290
15,789
Total
1,290
15,789
(1)
Resigned 1 Febr
uary 2021
Annual bonus 2021
For the year un
der review, there was no
bonus awarded to the Ch
ief Executive Of
ficer
.
Annual bonus 2022
The cr
iteria for
the 2022
bonus has y
et to b
e finalised
by the
Remuneration
Committee
but
it
is
considered
unlikely that
a bonus for 2022 will be awarded.
Long Term Incentive Plan
A long term
incentive plan for the CEO and
other key
management personnel, with a
total l
imit of up
to 4%
of the Company’s issued share capital was approved at the Annual General Me
eting on 2
6 June 2013.
The
awards
for
the
years
2010
, 2012,
2014
and 201
6 ar
e no
w fully
exercised
.
A
further
award
was
issued
in
2020
and a
to
tal
limit
of
up to
4,00
0,000
shares was
approved at
the general
meeting on
1
1
Nov
ember
2019.
The 2020 p
la
n “v
ests” in 25% tranches linked to rig contr
act dates.
Shares
At 1
January
20
21
Shares
Granted
in the
year
Shares
Exercised/Adjusted
in the year
Shares
At 31
December
20
21
Expiry
date
Market
price
on
date of
award
Interest
vested
in 2021
Market
price
on
vesting
date
No.
No.
No.
No.
NOK
No.
NOK
J E O
Berge
600,000
-
(600,000)
-
31 Dec
2025
14.30
-
-
There are no
other directors who have any interests in sh
ares.
Awilco Drilling PLC
Directors’ remu
neration re
port
(continued)
32
Information not subject t
o audit:
Relative importance of the spend on pay
The graph b
elow shows the relative importance
of the spend on pay (for all employees) comp
ared with the
returns distribu
ted to shareholders (Note no div
idends paid in 20
20
or 202
1
).
Total shareholder return performance graph
The
graph
below sh
ows the
total
shareholder
return
in
terms of
change
in
value
of
an initial
investment
of
£100
on
10
June
2011
(and
assuming
dividends
are
re
-
invested)
in
a
holding
of
the
Company’s
shar
es
against
the
corresponding
total sh
areholder
return in
a hyp
othetical holdin
g of
s
hares in
the
OBX (
an ind
ex on
the
Oslo
Bors
stock
ex
change).
This
was
selected
as
it
rep
resents
a
b
road
equity
market
in
dex
in
which
th
e
Company is a
co
nstituent me
mber. The graph
is
a reporting
requirement
,
however, the
LTIP
awards that
are
made to the
Executive Director are
not based on share performance.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
33
Chief Executive Officer (
CEO
) remuneration
Five-year co
mparison
The
table
below
summar
ises
the
Chief
Executive
Officer
(the
Executive
Direc
tor)’s
single
total
figure
of
remuneration,
annu
al and
long
-term
variable
performance
-r
elated
remuneration
(and
the
percentag
e of
the
maximum oppor
tunity that these represent) in relation to
the past five years.
Year
Chief Executive
Officer
Single total figu
re
of remuneratio
n
Annual v
ariable element (actual
award versus o
pportunity)
GBP
GBP
%
2021
E Jacobs
(4)
170,337
-
-
2021
J E O Berge
(3)
557,625
-
-
2020
J E O Berge
380,341
-
-
2019
J E O Berge
(1)
417,591
162,500
50
%
2019
J O S Bryce
(2)
719,207
-
0%
2018
J O S Bryce
383,030
82,800
31%
2017
J O S Bryce
350,062
50,000
19%
(1)
Appointed 1 May 2019
(2)
Resigned 18 March 2019
(3)
Resigned 1 February 2021
(4)
Interim CEO, not employed by Company but provided under a management on hire agreem
ent from a
related party
Comparison of CEO remuneration to employee remuneration
20
21
2020
Change
%
Employee
remuneration
change
GBP
GBP
Salary and f
ees
197,420
325,000
(39)%
4%
Termination pay
ment
529,252
-
n/a
n/a
Taxable ben
efits
1,290
15,789
(92)%
0%
Annual v
ariable performance related
remuneration
-
-
0%
(
22
)%
Total Annu
al figure
727,962
380,341
Single total figu
re of remuneration
727,962
380,341
The ab
ove table
shows the
movement in
remuneration
for the Chief
Executive
Officer between
the
current
and
pr
evious
financial
y
ear
com
pared
with
m
ovement
of
the
av
erage
remu
neration
(per
head)
for
all
Company emplo
yees.
Comparison of Directors remuneration to employee remuneration
20
21
2020
201
9
201
8
201
7
Change
%
Change
%
Change
%
Change
%
Change
%
S E Thorv
ildsen
0%
0%
0%
0%
0%
H Fougner
0%
0%
0%
0%
0%
D A Gold
0%
0%
0%
0%
0%
J N Simpson
0%
0%
0%
0%
0%
S Syrrist
0%
0%
0%
0%
0%
Employees
1.5%
2%
(3.8)%
(1.5)%
(2.8)%
The
above
table
sho
ws
the
movement
in
remuneration
for
the
Directors
fo
r
the
past
five
years
compared
with the aver
age movement in remuneration (per h
ead) for all Company employees.
Awilco Drilling PLC
Directors’ remu
neration report
(continued)
34
Implementation of remuneration policy for following financial year
Base salaries
Any
future
CEO’s
base s
alary will
continue to
be
reviewed
annually
by
th
e
Remuneration
Committee,
based
on
performance
and
curr
ent
market
conditions.
The
Remuneration
Committee
will
then
make
a
recommendation
to the Board of Directors.
There is no change f
rom the previous year.
Pension and b
enefits
The
CEO
would
be
elig
i
ble
to
participate
in
a
def
ined
contr
ibution
arrangement which
the
Company
contributes
a
maximum
of
12
%
o
f
base
salary.
Additional
benefits
in
clude
private
medical
an
d
dental
insurance and co
mpany car allowance.
Annual performan
ce related remuneration
The maximum bonus opportunity for
the CEO would remain unchanged
at
100% of base salary. The bonu
s
opp
ortunity will be set by th
e C
ommittee with tar
gets aligned with creating
shareholder value.
Statement of shareholder voting
The
table
below
sets
ou
t
the
votin
g
by
the
Compan
y’s
shar
eholders
on
the
resolu
tion
to
appro
ve
th
e
Directors’ remu
neration report a
t the
AGM held on 9
June 2021.
Total numb
er of votes
% of votes cast
For
24,299,
726
98.4%
Total votes cast
24
,704,241
100.0%
The
Remuner
ation
Committee
is
pleased
to
note
that
98.
4% of
shar
eholders
approved
the
20
20
Directors
remuneration r
eport.
By order of th
e Board of Directors
Sigurd Thorv
ildsen
25
May
20
22
35
Independent auditors’ repor
t
to the members of
Awilco Drilling PLC
Opinion
In our opinion:
Awilco Drilling plc’
s group financial statements and
parent company financial statemen
ts
(the
“financial statemen
ts”) give a true and fair v
iew of the state of the group’s and of the par
e
nt
company’s aff
airs as at 31 December 2021
a
nd of the group’s loss f
or th
e year then ended;
the
group
financial
statements
have
been
properly
prepared
in
accordance
with
UK
adop
ted
Internation
al
Accounting
Standar
ds
and
with
I
nternational
Financial
Repor
ting
Standards
as
adop
ted
by the European
Union;
the parent comp
any financial statements hav
e been properly prepared in
accordance with UK
adopted intern
ational accounting standards as applied
in accordance with section 408 o
f th
e
Companies Act; an
d
the financial statem
ents have been prepared in acco
rdance with the requireme
nts of
the Companies
Act 2006.
We have aud
ited the financial statements of Awilco Dr
illing plc (the ‘parent c
ompany’) and its
subsidiaries (the ‘
group’) for the year ended 31 December
2021 which comprise:
Group
Parent com
pany
Group statemen
t of financial position
Company statem
ent of financial position
Group
statement of comprehensive in
come
Company s
tatement of changes in equity
Group
statement of changes in equity
Company s
tatement of cash flows
Group
statement of cash flows
Related notes 1 to
28 to the financial
statements includin
g a summary of
significant acco
unting policies
Related notes 1 to
28 to the financial statements, inclu
ding a
summary of sign
ificant accounting policies
The
finan
cial
reporting
framework
that
has
b
een
applied
in
their
p
reparation
is
applicable
law
and
UK
adopted In
ternational Accounting Stand
ards and International Financial Reportin
g Standards as adopted by
the
European
Union
and,
as
r
egards
to
the
parent
co
mpany
financial
statements,
as
applied
in
acc
ordance
with section 40
8 of the Companies Act 2006.
Basis for opinion
W
e
co
nducted
ou
r
audit
in
accordance
with
International
Standards
on
Auditing
(UK)
(ISAs
(UK))
and
applicable
law
.
Ou
r
responsibilities
u
nder
tho
se
standards
are
further
describ
ed
in
the
Audito
r’
s
responsibilities
fo
r
the
audit
of
the
finan
cial
statements
section
of
our
report.
W
e
ar
e
in
dependent
of
the
group
and paren
t company
in accord
ance with
the ethical
requiremen
ts that
are relevan
t
t
o our
audit of
the
financial
statements
in
the
UK,
including
t
he
FRC’
s
Ethical
Standard
as
applied
to
listed
en
tities,
and
we
have
fulfilled
our other
ethical
responsibilities
in acco
rdance with
these
requirements.
W
e believ
e that
the
audit eviden
ce we have obtained is sufficient and appr
opriate to provide a basis for our o
pinion.
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
36
Emphasis of Matter - financi
al statements prepar
ed on a ba
sis other
than going concern
We
draw
attention
to
Note
2
in
the
financial
statements
wh
ich
explains
the
Group
are
cu
rrently
no
longe
r
performing
operational
activ
i
ties
and
th
erefore
do
not
co
nsider
it
to
b
e
ap
propriate
to
adopt
th
e
go
i
ng
concern
basis
of
acco
unting
in
p
reparing
the
f
inancial
statements.
Accordin
gly,
the
financial
statements
hav
e
been
prepared
on
a
basis
other
than g
oing
concern
as d
escribed
in Note
2.
Our
opinion
is
not
modified
in
respect of this m
atter.
Overview of our
audit app
roach
Audit scope
We perfo
rmed an audit of
t
he complete finan
cial information of five
components an
d audit procedures on specific b
alances for a further
component.
The co
mponents where we performed fu
ll or specific audit procedures
accounted
for 100% of Loss before tax, 100% of Reven
ue and 10
0% of
Total assets.
Key audit
matters
Impair
ment of drilling rigs and right of u
se assets
Materiality
Overall g
roup materiality of $330k
w
hich represents 0.7
5% of Operating
Costs.
An overview o
f the sco
pe of the parent
company and group
aud
its
Tailoring the scope
Our assessment of au
dit risk, our evaluation of mater
iality and our allocation of performance m
ateriality
determine our
audit scope for each company with
in the Group. Taken together, this enables us to fo
rm an
opinion on
t
he consolidated f
i
nancial stateme
nts. We take into ac
count size, risk profile, the organ
isation
of the group an
d effectiveness of group
-wide controls, changes in th
e business environment and other
factors when
assessing the level of work to be perform
ed at
each comp
any.
In assessing the r
isk of material misstatement to the
Group financial statements, and
to ensure we had
adequate quan
titative coverage of significan
t accounts in the financial statements, o
f the six reporting
components of
the Group, we selected six compon
ents covering entit
ies within Norway,
Si
ngapore and the
United Kingd
om which represent the principal business u
nits
within the Gro
up.
Of the six com
ponents selected, we performed an
audit of the complete financial informatio
n of five
components (“f
ull scope components”) whic
h were selected based
on their size or risk characteristics. For
the remainin
g component (“specific scope componen
ts”), we performed audit procedures on spec
ific
accounts within
that component that we con
sidered had the potential for the gr
eatest impact on
the
significant acco
unts in the financial statements either b
ecause of the size of these acco
unts or their risk
profile.
The reporting
components where we performed aud
it procedures accounted for 100% (2
02
0: 100%) of
the
Group’s Lo
ss before tax, 100% (202
0: 100%) of the Group’s Revenue an
d 100% (2020: 99%) of
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
37
Tailoring the scope (conti
nued)
the
Group’s
Total
assets. For
th
e curr
ent year
, the
full
scope co
mponents co
ntributed
98% (2
020: 9
4%) of
the
Group’s
Loss
before
tax,
100%
(2020:
100%)
of
the
Group’s
Revenue
and
100%
(2020:
100%)
of th
e
Group’s Total assets. The specific
scope component contributed 2% (
2020: 6%) of
the Group’s Loss
before
tax,
0%
(2020:
0%)
of
the
Group’s
Revenue
and
0%
(
2020:
1%)
of
the
Group’s
Total
as
sets.
The
audit
scope
of
these co
mponents
may no
t have
included
testing
of
all significan
t accou
nts of
the
component
but
will have con
tributed to the coverage of significan
t accounts tested for the Group.
The charts b
elow illustrate the coverage obtain
ed from the work perfor
med by our audit team
s
.
The charts below illustr
ate the coverage obtained from
the work performed by
our audit teams.
Changes from the prior
year
We have classified five entities as
full scope and one as spec
ific scope in the current year, compared to f
our
entities as full scope
and two a
s specific scope i
n the prior
year. This is
as
a result
of reduced
materiality for
the group.
Involvement with com
ponent teams
All audit work
performed for the purposes of the
a
udit was undert
ak
en by the Group audit team.
Loss before tax (or
adjusted PBT measure
used)
98% Full
scope
components
2% Specific
scope
components
0% Other
procedures
Revenue
100% Full
scope
components
0% Specific
scope
compone
nts
0% Other
procedures
Total assets
100% Full
scope
components
0% Specific
scope
components
0% Other
procedures
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
38
Key audit matte
rs
Key audit m
atters are those matters that, in our professional
judgment, were of most significance
in our
audit of th
e financial statements of the current p
eriod and include the most significant asses
sed
risks of
material misstatement (
whether or not du
e
to fraud) that we identified
. These matters included those wh
ich
had the greatest ef
fect on: the overall audit strateg
y, the allocation of resources in the
audi
t; and directin
g
the efforts of the
engagement team.
These matters were addressed in the co
ntext of our audit of the
financial statemen
ts as a whole, and in our op
inion thereon, and we do not provide a separate o
pinion on
these matters.
Risk
Our response to the risk
Key observations
communicated to the Audit
Committee
Impairment
Refer to the; Accounting
policies (pa
ge 53
);
and Note
16
of the Consolid
ated Financial
Statements (pa
ge 63)
Under IAS 3
6, the group is
required to assess annu
ally
whether an
y impairment
indicators ex
ist at the year-end
and if such
conditions exist, an
impairment a
ssess
ment is
required.
The risk has in
creased in the
current year due
to no future
work lined
up for the rig, and
subsequent a
greement to sell the
rig post yea
r end.
Under IAS 1
0, the group is
required to consider
whether
events after th
e reporting period
should be
adjusted in the
financial statemen
ts.
The W
ilHunter
Rig is carried at
nil NBV therefore there is no
risk in relation
to impairment.
There is a risk th
at other assets
are over
stated.
Following the
$47.3m
impairment c
har
ge to the
W
ilPhoenix, we consider
the
carrying value of
the drilling rig
to be reason
able and that
appropriate d
isclosures are made
in the finan
cial statements.
Following the
$0.8m
impairment
charge, we consider
the carrying v
alue of the right of
use asset to be reaso
nable and
that appropriate
disclosures are
made in the finan
cial statements.
W
e discussed with manag
ement
whether an
y impairment triggers
existed at year
end and noted
than no fu
rther contracts had
been agreed with
customers for
the post year
end period, and that
this should be
considered an
impairment tr
igger
.
-
As a result of
impairment tr
iggers we
requested Man
agement
consider ob
taining
independent th
ird-party
brokers’
valuation
s of
the W
ilPhoen
ix Rig
-
W
e assessed the
competence
of the
brokers
Subsequent to
the year end
Board approv
al to sell the
W
ilPhoenix Rig to a third
party was agr
eed
-
W
e obtained a copy of
the post year
end sale
and purchase ag
reement
for the W
ilPhoenix rig
-
W
e discussed and
confirmed with
managemen
t that the
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
39
Risk
Our response to the risk
Key observations
communicated to the Audit
Committee
sale was not con
sidered
distressed
-
W
e took into account
all informatio
n received
post year end to
determine wh
ether
managemen
t were
correct to r
ecognise an
additional imp
airment
following th
e agreed
sales price of th
e
W
ilPhoenix Rig
-
W
e challenged
managemen
t on
whether the
sales price
could be deter
mined as
the fair valu
e less
cost
to sell as at the year-en
d
date
-
W
e discussed with the
client whether
it was
appropriate to
continue
to recognise a valu
e in
the right of u
se asset of
the building in
which
the head office
operates, giv
en no
future econo
mic benefit
as there was no
future
trade foreseea
ble
-
W
e have confirmed
that
the appropriate
disclosures have
been
made in the
consolidated
financial
statements.
All procedures wer
e
performed by th
e Group
team.
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
40
Our application
of materiality
We
apply
the
co
ncept
of
m
ateriality
in
plan
ning
and
performing
the
audit,
in
ev
aluating
the
ef
fect
of
identified misstatemen
ts on the audit and in forming o
ur audit opinion.
Materiality
The
magnitude
of
an
omission
or
misstatement
that,
individually
o
r i
n
the
aggregate,
could
reasonably
be
expected to influence the
economic decisions of the
users of the
financial statements. Materiality provides a
basis for determining
the nature and extent o
f our audit procedures.
We
deter
mined
materiality
for
the
Group
to
be
$330k (
2020:
$
950k)
which
is
0.75%
(2020:
1%)
of
Operating
Costs
(2020
:
Equity).
During
2021
the
fu
ture
prospects
of
the
Group
d
eclined
due
to
a
lack
of
secured
work
and
utilisation
of
the
rigs.
Operating
Costs
wer
e
co
nsidered
a
m
ore
a
ppropriate
materiality
basis given the
challenges faced by the group.
We determined
materiality for the Parent Company to be $2
.1m (2020: $3.3m), which is 5% (2020
:
3%) of
Equity.
During
th
e
co
urse
of
our
audit,
we
reassessed
init
ial
materiality
and
increased
it
due
to
the
increase
in
Operating Costs.
Performance mate
riality
The applica
tion of materiality at the individua
l account or balance level. It is set a
t an amount to reduce
to an approp
riately low level the probability tha
t the agg
regate of uncorrected and und
etected
misstatements exceed
s materiality.
On the basis of
our risk assessments, together
with our assessment of the Group
’s overall control
environment,
our judgement was that performance mater
iality was 75% (2020: 75%
) of
our planning
materiality, nam
ely $240k (2020: $710k). We hav
e set performance materiality at this percentage
based
on the history o
f past misstatements and lack
thereof, our ability to access the likelihoo
d of misstatements
and the effectiven
ess of the internal
control environment.
The performance m
ateriality set for each compon
ent is based on the relative scale an
d risk of the
component to
the Group as a whole and our assessment o
f the risk of misstatement at that com
ponent. In
the current yea
r, the range of performance
materiality allocated to compon
e
nts was $72k
t
o $240k (2020:
$98k to $710k).
Reporting threshold
An amount b
elow which identified misstatements are conside
red as being clea
rly trivial.
We
agr
eed
with
the
Au
dit
Committee
that
we
woul
d
report
to
them
all
uncorrected
audit
d
ifferences
in
excess
of
$17k
(2020:
$4
0k), which
is set
at
5%
of
plan
ning
materiality,
as
well
as
differences
belo
w th
at
threshold that,
in our view, warranted reporting on qu
alitative grounds.
We evaluate any
uncorrected misstatements against b
oth the quantitative measures of
materiality discussed
above and in
light of other relevant qualitative
considerations in forming our op
i
nion.
Other informat
ion
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
41
The o
ther information co
mprises the info
rmation included
in the
annual
report set out
on pages
2-12, other
than
the
financial
statemen
ts
and
our
auditor’s
report
thereon.
The
directors
ar
e
responsible
for
the
other
information co
ntained within annual report.
Our
op
inion
on
the
f
inancial
statements
does
no
t
cover
the
o
ther
information
and,
except
to
the
exten
t
otherwise exp
licitly stated in this report, we do not ex
press any form of assurance conclusion
thereon.
Other informat
ion (continued)
Our respon
sibility is to read the other information and, in
doi
ng so, consider
whether the other information
is materially incon
sistent with the financial statemen
ts or our knowledge obtained in
the course of the
audit or other
wise appears to be materially
misstated. If we identify
such material inconsistencies o
r
apparent m
aterial misstatements, we are requir
e
d to determine wheth
er this gives rise to a material
misstatement in the
financial statements themselves.
If, based on the work we hav
e performed, we
conclude
t
hat there is a m
aterial misstatement of the other
i
nformation, we are r
equired to report that fact.
We have no
thing to report in this regard.
Opinions on othe
r matt
ers prescribed
by the Compa
nies
Act 2006
In
our
opi
nion,
the
p
art
of
the
directors’
remuneration
report
to
be
audited
has
been
properly
prepared
in
accordance
with the Companies
Act 2006
.
In our opinion,
based on the work undertaken in the course of the
audit:
the
info
rmation
given
in
the
strategic
report
and
the
directors’
rep
ort
fo
r
the finan
cial
year
for
which
the financial
statements are prepared is con
sistent with the financial statements; and
the
strategic
rep
ort
an
d
directors’
report
have
bee
n
prepared
in
acco
rdance
with
app
li
cable
legal
requirements.
Matters on which
we are required
to report by
exception
In the ligh
t
of the knowledge
and understanding of the group and
the parent company and its environm
e
nt
obtained in the
course of the audit, we have not identified
material misstatements in the strateg
ic report or
the
director
s’ report.
We have no
thing to report in respect of the following
matters in relation to which the Compan
ies Act 2006
requires us to
report to you if, in our opinion:
adequate ac
counting records have not been kept by the
parent company, or returns
adeq
uate for our
audit have no
t been received from branches not v
isited by us; or
the parent comp
any financial statements and the
part of the directors’ remuneration report to
be
audited are no
t in agreement with the accoun
ting records and returns; or
cert
ain disclosur
es of directors’ remuneration
specified by law are not made; or
we have no
t received all the information and explan
ations we require for our audit
Responsibilities
of directors
As explained
more fully in the directors’ responsibilities statem
ent
set out on page
13
, t
he directors are
responsible fo
r the preparation of the financial statem
ents and for being satisfied that
they
give a true
and
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
42
fair view,
and for such internal contro
l as the directors determine is necessary
to enable the preparation of
financial statemen
ts that are free from material misstatemen
t, whether due to fraud or
error.
In preparing the
financial statements, the director
s are responsible for assessing the gro
up and parent
company’s ab
ility to continue as a going concern, d
isclosing, as applicable, matters relate
d to going
concern and using
the going concern basis of accounting un
l
ess the directors either
intend to liquidate the
group or the par
ent company or t
o cease operations, or have no
realistic alternative but to do so.
Auditor
s responsibiliti
es for the audi
t of the fina
ncial statemen
ts
Our objectives are
to o
btain reasonable
assurance about whether
the financial s
tatements as
a
whole are
free
from mater
ial misstatement, whether due to
fraud or error
, and to
issue an auditor
s r
e
port that includes o
ur
opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in
accordance
with
ISAs
(UK)
will
always
detect
a
mater
ial
misstatement
wh
en
it
exists.
Misstatements
can
arise
f
rom
fraud
o
r
error
and are
co
nsidered
material i
f,
individually o
r
in
the
agg
regate,
they
could
reasonably
be
expec
ted
to
in
fluence
the
economic
d
ecisions
of
users
taken
on
the
basis
of
these
fin
ancial
statements.
Explanation as to what e
xtent the audit was consid
ered capable of detecting
irregularities, including
fraud
Irregularities, includ
ing fraud, are instances of non
-compliance with laws a
nd regulations. W
e design
procedures in lin
e with our responsibilities, outlined abo
ve, to detect irregularities, includ
ing fraud.
The
risk of not detectin
g a material misstatement
due to fraud is higher
than the risk of not detecting one
resulting from er
ror
, as fraud may in
volve deliberate concealment by
,
for example, forgery or intentional
misrepresentation
s, or through collusion. The extent to which our pr
ocedures are capable o
f detecting
irregularities, inclu
ding fraud is detailed below
.
However
, the primary resp
onsibility for the prevention and detection
of fraud rests with both tho
se
charged with governance of the co
mpany and management.
W
e obtained
an understanding of th
e legal and regulatory frameworks th
at are applicable to the
group and deter
mined that the most significant ar
e those that relate to the reportin
g framework
(IFRS and the Com
panies
Act 2006) an
d the relevant tax compliance r
egulations in the
jurisdictions in
which
A
wilco operates. In addition
, we concluded that there are certain significan
t
laws and regu
lations that may have an effect on the determination o
f the amounts and disclosures
in the finan
cial statements and those laws and
regulations relating to h
ealth and safety
,
employee
matters, enviro
nmental, and bribery and corrup
tion practices;
W
e under
sto
od how
A
wilco Drilling PLC is comp
lying with those framewo
rks by making
enquiries of
management and those responsible for leg
al and compliance procedures. W
e
corroborated
our enquiries through our review of Board
min
utes, papers p
rovided to the
Audit
Committee and
correspondence received from regulato
ry bodies and noted that there was no
contradicto
ry evidence;
W
e assessed the su
sceptibility of the group’
s financial
statements to material misstatement,
including how
fraud might occur by consider
ing the risk of fraud through management o
verride
and, in respon
se, we carried out procedures such
as testing of transactions back
t
o source
information, wh
ich were designed to pro
vide reasonable assurance that th
e financial statements
were free from
fraud or error;
Based on
this understanding we designed
our audit procedures to identify non
-c
ompliance with
such laws and r
egulations. Our procedures involved jo
urnal entry
testing, with a focus on journals
meeting our d
efined risk criteria based on our und
erstanding of the business.
Independent auditors’ repor
t
to the members of Aw
ilco Drilling PLC
43
A further descrip
tion of our responsibilities for the au
dit of the financial statements is located
on the
Financial Reportin
g Council’s websi
te at h
ttps://www.frc.org.uk/auditor
sresponsibilities. This description
forms part of our
auditor’s report.
Use of our report
This report is m
ade solely to the company’
s members, as a body
, in accordance with Ch
apter 3 of Part 16
of the Comp
anies
Act 2006
.
Our audit wo
rk has been undertaken so that we m
i
ght state to the co
mpany’
s
members tho
se matters we are required to state to th
em in an auditor
s report an
d for no other purpose. T
o
the fullest exten
t permitted by law
, we do
not accept or assume resp
onsibility to
anyone other than the
company an
d the company’
s member
s as a body
, for our audit work, for th
is report, or for the opinions we
have formed
.
Jamie Dixon (
Senior Statutory Auditor)
For and on b
ehalf of Ernst & Young LLP
(Statutory Auditor)
Manchester
25
May
202
2
Notes:
1.
The
maintenance
and
integrity
of
the
Awilco
Drilling
PLC
web
site
is
the
responsibility
of
the
directors; the work carried out by the auditors does not involve consideration of these
matters and,
according
l
y,
the
auditors
acce
pt
n
o
responsibility
for
any
changes
that
may
hav
e
occurred
to
the
financial statemen
ts since they were initially p
resented on the web site.
2.
Legislation
in
the
Un
ited
Kin
gdom
gov
erning
the p
reparation
and
dissemi
nation of
financial
statements may d
iffer from legislation in other
j
urisdictions.
Awilco Drilling PLC
 
 
 
44
Group statement of co
mprehensive income
for the year ended
31 December 2021
 
 
20
21
2020
 
Notes
US$000
US$000
 
 
 
 
Revenue
5
33,077
25,602
Cost of sales
 
(33,986)
(33,460)
Impairmen
t
15,
16,
22
(48,120)
(145,171)
Gross Loss
 
(49,029)
(153,029)
General and
administrative expenses
 
(12,235)
(14,887)
Operating Loss
6
(61,264)
(167,916)
Finance incom
e
9
-
386
Finance exp
ense
10
(1,441)
(35)
Other expen
se
 
(4)
-
Net loss on for
eign exchange transactions
11
(254)
(131)
Loss before
taxation
 
(62,963)
(167,696)
Income tax ex
pense
12
(9,266)
(161)
Loss for the year attributable to equity shareholders
 
(72,229)
(167,857)
 
There is no
c
omprehensive in
come other than the
results for the yea
r.
Basic and diluted
loss per share (US$ p
er share)
13
(1.32)
(3.08)
 
Total compr
ehensive income for the
year is attributable to the owners o
f the Company,
as there is no
minority
interest.
 
Awilco Drilling PLC
 
 
 
45
Group statement of fina
ncial position
as
at 31 Decemb
er 2021
 
 
20
21
2020
 
Notes
US$000
US$000
Non-current assets
 
 
 
Property, plan
t and equipment
15
15,764
66,800
Right-
of
-use asset
22
-
1,096
Deferred tax
asset
12
-
16
 
 
15,764
67,912
Current assets
 
 
 
Inventory
 
115
3,026
Trade and oth
er receivables
18
662
6,411
Cash and cash eq
uivalents
19
9,685
14,738
 
 
10,462
24,175
 
 
 
 
Total assets
 
26,226
92,087
Current liabilities
 
 
 
Trade and oth
er payables
20
4,550
6,294
Provisions
21
1,100
1,573
Current tax p
ayable
 
9,251
66
 
 
14,901
7,933
 
 
 
 
Non-current liabilities
 
 
 
Trade and o
ther payables
20
426
1,026
 
 
426
1,026
Total liabilities
 
15,327
8,959
Net Assets
 
10,899
83,128
 
 
 
 
Shareholders’
Equity
 
 
 
Called up share
capital
24
525
525
Share prem
ium account
24
218,381
218,381
Retained (def
icit) / earnings
 
(208,007)
(135,778)
Total Shareholders’
equity
 
10,899
83,128
 
Signed on
behalf of the Board of Directo
rs
 
 
 
 
Sigurd Thor
vildsen
Director
25
May
202
2
 
Awilco Drilling PLC
46
Company state
ment of financial position
as
at 31 Decemb
er 2021
20
21
2020
Notes
US$000
US$000
Non-current assets
Property, plan
t and equipment
15
419
489
Right of use assets
22
-
1,096
Investment in
subsidiaries
17
75
279
Amount due f
rom subsidiary undertakings
25
15,245
92,728
Deferred tax
-
16
15,
739
94,
608
Current assets
Trade and oth
er receivables
18
2,305
3,830
Cash and cash eq
uivalents
19
9,346
13,961
11,651
17,791
Total assets
27,
390
112,
399
Current liabilities
Trade and oth
er payables
20
2,435
3,414
Non-current liabilities
Trade and oth
er payables
20
426
748
Total liabilities
2,861
4,162
Net assets
24,
529
108,237
Shareholders’
Equity
Called up share
capital
24
525
525
Share prem
ium account
24
218,381
218,381
Retained (def
icit) / earnings
(194,377)
(110,669)
Total Shareholders’
equity
24,529
108,237
The loss recorded
by the Company fo
r the year was US$
83.
7 million (20
20
:
US$ 114.0 million loss
).
Signed on
behalf of the Board of Directors
Sigurd Thorv
ildsen
Director
25
May
202
2
Awilco Drilling PLC
 
 
 
47
Group statement of cha
nges in equity
for the year ended 31
December 2021
 
Called Up
Share
Capital
Share
Premium
account
Retained
Earnings/(deficit)
Total
shareholders
equity
 
US$000
US$000
US$000
US$000
At 1 January 2
0
20
525
218,381
32,079
250,985
Total compr
ehensive loss for the year
 
 
(167,857)
(167,857)
At 31 Decem
ber 2020
525
218,381
(135,778)
83,128
 
 
 
 
 
Total compr
ehensive loss for the year
-
-
(72,229)
(72,229)
At 31 Decem
ber 2021
525
218,381
(208,007)
10,899
Awilco Drilling PLC
48
Company state
ment of changes in equity
for the year ended 31
December 2021
Called Up
Share
capital
Share
Premium
account
Retained
Earnings/
(d
eficit)
Total
shareholders
equity
US$000
US$000
US$000
US$000
At 1 January 2
0
20
525
218,381
3,367
222,273
Total compr
ehensive profit for the y
ear
-
-
(114,037)
(114,037)
At 31 Decem
ber 2020
525
218,381
(110,669)
108,237
Total compr
ehensive loss for the yea
r
-
-
(
83,
708)
(
83,
708)
At 31 Decem
ber 2021
525
218,381
(
194,377
)
24,529
Awilco Drilling PLC
 
 
 
49
Group statement of cash
flows
for the year ended 31
December 2021
 
 
 
Restated
 
 
20
21
2020
 
Notes
US$000
US$000
Operating activities
 
 
 
Loss before
taxation
 
(62,963)
(167,696)
 
 
 
 
Adjustments to rec
oncile profit befo
re tax to net cash flows:
 
 
 
Depreciation
of fixed assets and right of use assets
15, 22
6,241
10,302
Impairment o
f fixed assets and right of use assets
15,
22
48,120
145,171
Inventory write off
 
3,026
1,620
Net finance
expense /(income)
 
1,441
(351)
Share-based
payment
 
(114)
(532)
Working cap
ital adjustments:
 
 
 
Decrease in trad
e receivables
 
3,486
5,385
(Increase)/
Decrease in inventory
 
(115)
300
Decrease / (incr
ease) in prepayments an
d other receivables
 
2,249
(2,058)
(D
ecrease) / increa
se in trade and other payables
 
(3,605)
878
 
 
 
 
Interest paid
10
(53)
(35)
Interest received
9
-
386
Taxation p
aid
 
(65)
(74)
Net cash flows used in operating activities
 
(2,352)
(6,704)
 
 
 
 
Investing activities
 
 
 
Purchase of pro
perty, plant and equipment
15
(2,229)
(19,316)
Disposal of pro
perty, plant and equipment
 
-
29
Net cash flow used in investing activities
 
(2,229)
(19,287)
Financing activities
 
 
 
Payment of
principal portion of lease liabilities
22
(472)
(520)
Net cash flows generated (used in)/from financing
activities
 
(472)
(520)
Net decrease in
cash and cash equivalents
 
(5,053)
(26,380)
Net foreign
exchange difference
 
-
(131)
Cash and cash equivalents at beginning of year
 
14,738
41,249
Cash and cash equivalents at end of year
19
9,685
14,738
 
We have
restated the
movemen
t in inv
entory, as was
erroneously
reported
as a wo
rking capital
adjustment
at
31
December
2020.
This
has
now
been
reclassified
correctly
to
non
-cash
movemen
ts
in
the
cashflow
statement.
 
Awilco Drilling PLC
50
Company state
ment of cash flows
for the year ended 31
December 2021
20
21
2020
Notes
US$000
US$000
Operating activities
Loss before
taxation
(
83,
692)
(113,945)
Adjustments to rec
oncile (loss)/profit
before tax to net cash flows:
Depreciation
of fixed assets and right of use assets
15, 22
390
384
Impairment o
f fixed assets and investments
17, 22
979
-
Net finance in
come
(1,907)
(357)
Share based p
ayment
(114)
(532)
Working
capital adjustments:
(Increase) /
Decrease in prepayments
(
25
)
110
Decrease
in
tr
ade and subsidiary receivables
25
80,968
86,760
(Decrease) / in
crease in trade and other payables
(
833
)
312
Interest paid
(41)
(27)
Interest receiv
ed
-
385
Net cash flows used in operating activities
(4,275)
(26,910)
Investing activities
Purchase of pro
perty, plant and equipment
15
-
(21)
Disposal of pro
perty, plant and equipment
15
-
29
Net cash flows generated from /(used in) investing activities
-
8
Financing activities
Payment of
principal portion of lease liabilities
22
(3
40
)
(340)
Net cash flows generated from/(used in) financing activities
(3
40
)
(340)
Net increase/(dec
rease) in cash an
d cash equivalents
(4,615)
(27,242)
Cash and cash equivalents at beginning of year
13,961
41,203
Cash and cash equivalents at end of year
19
9,346
13,961
Awilco Drilling PLC
51
Notes to the financial s
tatements
At 31 December 20
21
1.
General informat
ion
The
G
roup
and
Company
financial
statemen
ts
of
Awilco
Drilling
PLC
for
the
year
ended
31 Dec
ember 2021
were au
thorised for
issue by
t
he
Board of
Directors
on
25
May
20
22.
The Com
pany is
a
p
ublic
company
limited
by
shares,
incorporated
in
the
United
Kingdom
(Englan
d
and
Wales)
under
the
Companies
Act
2006
and
listed
on
the
Oslo
Bors
stock
exchange.
Th
e
Company’s
registered
number
is
7114196
and the address
of the registered
office is
given on page
1. The
principal place
of the
business is
2
Kingshill
Park
,
Westhill,
Aberdeenshire,
AB32
6FL
.
The
nature
of
the
G
roup’s o
perations
an
d
its
principal
activities are set out in
the Strategic
report.
2.
Basis of prepa
ration
Statement of compliance
The
Group
financial
statements
have
been
pr
epared
in
accord
ance
with
UK
-adop
ted
International
Accounting Standards
(UK
-adopted
IAS)
and
International
Financial
Reporting
Standards
as
ad
opted
b
y
the
European Unio
n (EU adopted IFRS) as it applies to ann
ual periods beginning 1 Janu
ary 2021
.
The
Company
finan
cial
state
ments
are
prepa
red
in
accordance
with
UK
-ad
opted
International
Accounting
Standards (UK
-adopted IAS) as applied in
accordance with section 408 of
the Companies Act 2006
.
Basis other than going concern
It is
the responsibility
of the directo
rs to prepar
e the finan
cial statements on
a going concern
basis
unless it
is
inapprop
riate
to
presume
the Group
will
continue in
business. The
Gr
oup is
currently no
longer
performing
operational
activities. Acc
ordingly,
they adopt
the basis o
ther than
going concern
in preparing
these financial statements.
There
have bee
n
no departures
from
IFRS,
and
no adj
ustments to
carrying
values
as a result of
the basis of preparation.
Basis of consolidation
The Group
financial statements incorporate the financial stat
ements of the Company and entities controlled
by
the
Company.
Under
IFRS
10,
control
exists
where
the
investor
has:
(a)
power
over
the
inv
estee;
(b)
exposure,
or
rights, to
variable
returns
from its
invol
vem
ent with
the
investee; an
d (c)
the
ability to
use
its
power over th
e investee to affect the amount of
the investor’s returns.
The
finan
cial
statements
of
the
subsidiar
ies
are
prepared
for
th
e
same
reporting
period
as
the
Company
,
using
consistent accou
nting policies
and prepared
on a historical
cost basis
.
The Gr
oup has elected
to take
the exemption under section
408
of the
Companies Act
2006
not to
present the
Company income
statement.
The loss reco
rded by the Company for the year was
US$ 8
3.
7 million (20
20
: US$114.0 million loss
).
3.
Significant accounting
judgemen
ts, estimates
and assumptions
Key sources of estimation uncertainty
The
key
assumptions co
ncerning
the future,
and
other k
ey sources
of
estimation un
certainty at
the
balance
sheet date,
that have
a significant risk
of causing a
m
aterial
adjustmen
t
to
the carrying amounts
of the
assets
and liabilities within
the next financial year,
are discussed below.
Impairment
The carrying amount
of t
he Gr
oup’s rigs
are reviewed
at eac
h balance s
heet date
to determine
whether there
is
any
indication
of
impairment,
or
more
fr
equently
if
ev
ents
or
changes
in
circumstance
s
indicate
they
might
be impaired. Impairm
ent indi
cators were
i
dentified at the year-en
d in respect of the W
il
Phoenix rig, and as
a
result,
ma
nagement
perfor
med
an
impairment
test
to
assess
the
asset’s
recov
erable
amount.
As
a
sale
of
the
rig
has
been
agreed
post
year
end
this
has
been
assessed
as
providing
a
n
accu
rate
recoverable
amount
based
on
fair v
alue, less
cost
to
sell.
T
his re
sulted in
an
impair
ment o
f US$
47.3
million
at year
end.
As
there is an ag
reed price, there are n
o sensitives on the impairment calcu
lation.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
52
3.
Significant accounting
judgemen
ts,
est
imates and assu
mptions (con
tinued)
Contingent Liabilities
As
detailed
in
Note
23,
there
is
one
item
that
is
considered
as
a
co
ntingent
liability.
This
is
in
connection
with claims that have been submitted by Keppel FELS shipyard in respect of amounts it
c
on
siders
recoverable due to
termination provisions in
the
contracts
for
Nordic W
inter and
Nordic Spr
ing. The Group
has applied ju
dgement in evaluating them
as contingent liabilities only an
d no provision has been mad
e.
4. Account
ing policie
s
New standards and interpretations
There
were
various
stan
dards
effective
for
annual
pe
riods
beginning
on
or
after
1
January
202
1
however
none
had
any
imp
act
on
these
financial
s
tatements.
The
Group
h
as
not
early
adopted
an
y
other
stan
dard,
interpretation
or amendment that has been
issued but is not yet effective.
New standards and interpretations - not yet adopted
The following standards and amendments and
interpretations to existing s
tandards have been published a
nd
are mandato
ry for the Group’s
accounting per
i
od beginnin
g on or after 1 Jan
uary 20
22 or later period
s, but
the Group has n
ot early adopted them:
Reference
to the Conceptual Framewo
rk
Amen
dments to IFRS 3
Proper
ty, Plant and Equipment: Proceed
s before Intended Use
Amendmen
ts to IAS 16
Onero
us Contracts
Costs of Fulfilling
a Contract
Amendments to IAS 37
AIP
IFRS
9
Finan
cial
Instruments
Fees
in
the
’10
per
cent’
test
for
d
erecognition
of
fin
ancial
liabilities
IFRS 17 In
surance contracts
It
is
not
anticipated
th
at
the
application
o
f th
ese
standards
and
amendm
ents will
have
an
y
material
impact
on the Group
’s financial statements
.
Cash and cash equivalents
Cash and cash
equivalents in the statem
ent of financial position
comprise cash at bank
.
Property, plant and equipment
Rigs
an
d
equipmen
t
ar
e
stated
at
cost
less
depreciation
and
impairmen
t
losses.
The
cost
of
an
asset
comprises
its
purchase
price
and
directly
attributable
cost
of
bringing
the
asset
to
its
working
condition.
When
it
can
be
clearly
demonstrated
that
subsequen
t
exp
e
nditures
have
resulted
in
an
increase
in
fu
ture
econ
omic
benefits
expected
to
be
obtained
from
the
use
of
the
assets
beyond
their
originally
assessed
standard
of
performance,
the expenditure is capitali
sed as an add
itional cost of
the asset. A component of
an asset with
a cost
that is sign
ificant in
relation to
the total
cost of the
asset is dep
reciated separately
. Components
with
a similar deprec
iation method and useful lif
e are grouped together.
Depreciation is
calculated
using
the
straight-lin
e
meth
od
for
each
asset,
after
taking i
nto
accoun
t
the
estimated residual v
alue, over its expected usefu
l lives as fo
l
lows:
Semi-submersib
le drilling rigs
20
years
Special purp
ose surveys
5 years
Other fixtur
es and equipment
3-5 years
Special
purp
ose
surveys
are
a
five-y
early
thorough
inspection
an
d
r
ecertification
of
the
hull
an
d
main
machinery
componen
ts
of
the
rig,
which
also
include
class
and
flag
state
renewal
and
verification.
The
carrying
values o
f plant and
equipment
ar
e reviewed
for impairm
ent if carrying
value m
ay not be
recoverable, an
d are written down immediately
to their recoverable amount.
Awilco Drilling PLC
Notes to the fin
ancial statements
At 31 December 202
1
53
4. Account
ing policie
s (continued)
Property, plant and equipment (continued)
Useful lives
and residual v
alues are
reviewed annually and
where adjustments
are required
, these ar
e made
prospectively
.
An
item
of
property,
p
lant
and
equipment
is
derec
ognised
upon
disposal
o
r
when
no
future
economic b
enefits are expected to ar
ise from t
he continued use o
f the asset. Any gain o
r loss arising on the
derecognition
of
th
e
asset
is
inclu
ded
in
the
statement
of
comprehen
sive
incom
e
in
the
perio
d
of
derecognition.
Assets under construction
Assets un
der constru
ction are costs d
irectly associate
d with
constructing
an asset.
While th
e asset is b
eing
constructed,
no
depreciatio
n is
applied
.
On
ce
an
asset
is
ready
for
use,
all
associated
co
s
ts
are
transferred
to the relevan
t asset category and depreciated accord
ingly.
Inventories
Inventories
of
d
rilling
equipment
and
spares
for
future
integrated
drillin
g
service
wells
are
s
tated
at
the
lo
wer
of co
st incurred and
net realisable
value. These
inventory items inclu
de spare par
ts and supp
lies relating to
the operation o
f the semi-submersible dr
illing rigs.
Revenue recognition
Revenue
der
ived
from
ch
arter-hire
contrac
ts
or
o
ther
service
con
tracts
is
reco
gnised
in
the
p
eriod
that
services
are
rendered
at
r
ates
established
in
the
relevant
contracts.
Certain
contracts
include
mobili
sation
fees
payable
at
the
start of
the
contract.
In
cases
where
th
e
fee
covers
a
general
up
grade
of a
rig
or equipment
which
in
creases
the
valu
e
of
the
rig
or
equipmen
t
beyond
the
co
ntract
period,
th
e
fee
is
rec
ogni
sed
as
reven
ue
over the firm c
ontract period whereas the
investmen
t is
depreciated over the
remaining lifetime of
the asset.
In cases
where the
fee covers specific
upgrades or
equipment specific to
the contrac
t, the mobilisation
fees
are recognised
as revenue over the firm
contract period.
Cost of sales
Cost of sales includ
es rig operating costs and
the depreciation cost for the two r
igs.
Taxation
Current income tax
Current
tax
assets
and
liabilities
are
measured
at
the
amount
exp
ected
to
be
recovered
f
ro
m
or
paid
to
the
taxation
authorities,
based
on
tax
rates
and
laws
th
at
are
en
acted
or
substan
tively
enacted
by
the
balance
sheet date.
Income tax
is c
harged
or
cred
it
ed
directly
to
eq
uity
if it
relates
to
items
that
are credited
or c
harged
to
equity.
Otherwise incom
e tax is recognised in the statem
ent of
comprehensive income.
Deferred income tax
Deferred tax
is provided using the liability metho
d on temporary differences between th
e tax bases of
assets and liabilities an
d their carrying amounts for
financial reporting purposes at the reporting d
ate.
Deferred tax
liabilities are recognised
for all taxable temporary d
ifferences, except:
When th
e deferred tax liability arises from
the initial recognition of goodwill or
an asset or
liability in a tran
saction that is not a business combinatio
n and, at the
time of the transaction
,
affects neither
the accounting profit nor taxable profit or
loss
In resp
ect of taxable temporary differ
ences associated with investments in sub
sidiaries, associates
and interests in jo
int arrangements, when the tim
ing of the revers
al of the temporary differences
can be contro
lled and it is probable that the
temporary differences will not reverse in
the
foreseeable fu
ture.
Deferred tax assets are r
ecognised for all deductible t
emporary differences, the carry forward
of unused tax
credits and a
ny unused tax losses.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
54
4.
Accounting polic
ies (continued
)
Taxation (continued)
Deferred tax
assets
are recognised to
the extent
that
it is
pr
obable
that
taxable
profit will
be available
against
which
the
deductible
tempo
rary
differences,
and
t
he
carry
forward
of
unused
tax
cr
edits
and
unused
tax
losses can be utilised,
except:
When th
e deferred tax asset relatin
g to the dedu
ctible temporary differences arises fro
m the initial
recognition
of
an
asset
or
liability
in
a
transaction
that
is
not
a
b
u
siness
com
bination
an
d,
at
the
time of the tr
a
nsaction, aff
ects
neither the ac
counting profit nor taxable profit or loss
In
respect
of
deductib
le
temporary
dif
ferences
associated
with
investments
in
subsidiaries,
associates and interests in
joint arrang
ements, deferr
ed tax assets are recognised only
to the extent
that it
is probable
that the
temporary
differences will rev
erse in
the foreseeable
future
and taxable
profit will be
available against which the tem
porary differences can be utilised
The carrying am
ount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that
it is no longer
probable that sufficient taxab
le profit will be available
to allow all or part of the def
erred tax
asset
to be
utilised.
Un
reco
gnised
deferred tax
assets
are re-assessed
at
each
reporting
date
and
are
recognised
to
the
extent
that
i
t
has
beco
me
probable
that
future
taxable
profits
will
allow
the
defer
red
tax
asset to be recov
ered.
Deferred
tax
assets and
liabilities
are
measured
at
the tax
rates
that are
expected
to
apply
in the
year
when
the
asset
is
realised
or
the
lia
bility
is
settled,
based
on
tax
rates
(and
tax
laws)
that
have
b
een
enacted
or
substantively en
acted at the reporting date.
Foreign currency translation
Functiona
l and presentation currency
Items inclu
ded in
the finan
cial statements of
each of
the G
r
oup’s entities are
measured using
United
States
Dollars (US$) “the functional
currency”. The
Group financial statements are
presented in US$, which is
the
Company’s fu
nctional
currency
an
d
presen
tation
currency
and
all
values are
rounded to
the
n
earest
thou
sand
dollars (US$00
0) except when other
wise indicated.
Transactions a
nd balances
Foreign currency t
ransactions
are translated i
nto t
he functional currency
using
the e
xchange rates
prevailing
at
the
date
of
the
transactions.
Foreign
exchange
gains
an
d
losses
resulting
from
the
settlement
of
such
transactions and from
the translation at
p
eriod e
nd exchange
rates of m
onetary assets
an
d
liabi
lities
denominated
in
foreign
currency
ar
e
recogni
sed
in
th
e
statement
of
comprehensive
income.
The
principal
foreign
currencies
used
by
the
G
roup
are
Po
unds
Sterling
or
GBP
),
Euro
(€)
and
Norwegian
Kroner
(NOK).
Earnings/(loss) per share
Basic
earn
ings/(loss)
per
share
amounts
are
calc
ulated
by
dividing
net
profit
for
the
period
attributab
le
to
ordinary
equity
holders
of
th
e
Compan
y
by
the
weighted
a
verage
number
of
ordinary
s
hares
outstanding
during the y
ear.
Diluted ea
rnings/(loss) per
share amounts
are calculated
by dividing the
net profit by
the weighted average
number
of
ordin
ary
shares
outstanding
d
uring
the
period
plus
the
weighted
average
number
of
ord
inary
shares that wou
ld be issued on conversion of
all the dilutive potential ordinary shares in
to
ordinary shar
es.
Leases
The
Gro
up
applies
a
single
recogn
ition
and
measurement
ap
proach
for
all
leases,
except
fo
r
short
-term
leases
and
leases
of
low-value
assets.
The
Group
has
taken
the
recognitio
n
exemption
in
resp
e
ct
o
f
short-term
leases and
leases of
low value
assets, and instead
recognises
the expense
associated with
such leases in
the
income statemen
t on a straight line basis.
For
all
other
leases,
t
he
Group
recognises
lease
liabilities
rep
resenting
lease
payments
an
d
right-
of
-use
asset
s
representing
the right to use the underlying assets.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
55
4.
Accounting polic
ies (continued
)
Leases (continued)
Right-
of
-use assets
The
Group
recognises r
ight-
of
-use assets
at th
e comm
encement d
ate of
the lease
and
are measured
at
cost,
less any accu
mulated depreciation and impairment losses, ad
justed for any re
-measurement of lease
liabilities.
Th
e
cost
of
right-
of
-use
assets
in
cludes
the
am
ount
o
f
lease
liabilities
recog
nised,
initial
direct
cost
incurred,
and
lease
payments
made
at or
before
the
commencemen
t
date
less an
y
i
ncentives
received.
Right of use assets are
depreciated on a
straight-line basis over the
remaining lease term.
Lease liabilities
At
the com
mencement
date
of the
lease,
the
Group
reco
gnises lease
liabilities
at th
e prese
nt v
alue of
lease
payments
to
be
made
over
the
lease
te
rm,
using
the
interest
rate
implicit
to
the
lease,
and
if
not
readily
determinab
le, at the incremental bo
rrowing rate.
The lease liabilities are in
cluded in trade
and other payables in No
te 20.
Financial assets
Financial
assets
are
recognised
when
the
Group
becomes
party
to
the
contracts
that
give
rise
to
them
and
are
classified
as
financial
assets
at
fair
valu
e
through
profit
or
lo
ss
,
amortised
cost
,
or
fair
value
thr
ough
other
comprehensive
income as
appropriate.
The
Group
determines th
e classification
of
its finan
cial assets
at
initial
recogn
ition
and,
where
allowed
an
d
appropr
iate,
re
-evaluates
this
design
ation
at
each
financial
year-end.
When
financial assets are
recogn
ised initially, th
ey are mea
sured at f
air value,
being the
transaction price
plus,
in
the
case
of financial
asset
n
ot
at fair
valu
e
through
profit or
loss, directly
attributable tran
saction costs.
Derecognition of financial assets
A
financial ass
et
(or,
wher
e
applicable a
part of
a
financial
asset or
part
of
a
group of
similar financial
assets)
is derecogn
ised when:
the rights to receive cash f
lows
from the
asset have expired; or
the Gr
oup has
transferred
its righ
ts to
receive
cash
flows
from the
asset o
r has
assumed
an obligatio
n
to
pay
the
received
cash
flows
in
full
without
material
delay
to
a
third
party
under
a
‘pa
ss
-
thro
ugh’
arrangem
e
nt; and either:
The
Group
has
neither
tr
ansferred
control
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset, but had
transferred control of the asset, or
The Group has tr
ansferred substantially all the risks and
rewards of the asset.
When
the
Group
has
transferred
its
rights
to
receive
cash
fl
ows
from
a
n
ass
et
or
h
as
entered
into
a
pass-
through
arrangement,
and
has n
either tr
ansferred n
or retain
ed substantially
all
the r
isks an
d rewar
ds of
the
asset
nor
transferr
ed
control
of
th
e
asset,
the
asset
is
recognised
to
the
ex
tent
of
the
Group
’s
continuin
g
involvement in
the
asset.
In
that case,
the
Group also
recognises
an
associated
liability. The
transferred ass
et
and the
associated liability
are
measu
red
on
a
basis that
reflects
the rights and
obligations th
at the
Group has
retained.
Impairment of financial assets
Further disclosu
res relating to impairmen
t of financial assets are also provided
in Note 18.
The
Group
recognises
an allo
wance f
or expected
cred
it loss
(ECL) f
or all
debt
instruments
not h
eld at
fair
value
th
rough
profit
or
lo
ss.
ECLs
are
based
on
the
differe
nce
between
the
co
n
tractual
cash
flows
d
ue
in
accordance
with
the
contract
an
d
all
the
cash
flows
that
the
Group
expects
to
receive,
discounted
at
an
approximation
of the original effective inter
est rate. The expec
ted cash flows will include
cash flows from
the sale of co
llateral held or other cred
it enhancements that are integral to the con
t
ractual terms.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
56
4.
Accounting polic
ies (continued
)
Impairment of financial assets (continued)
ECLs are recogn
ised in two stages. For cred
it exposures for which ther
e has not
been a significan
t increase
in
credit
risk
since
initial
recognition,
ECLs
are
provided
for
cr
edit
losses
that result
from
default
events that
are
possible
within
the
nex
t 1
2-
months
(a
12-mon
t
h
ECL).
For
those
credit
exp
osures
for
which
there
has
been
a
significant
increase
in
credit
risk s
ince
initial rec
ognition,
a
loss
allo
wance
is
required
for
credit
losses
expected over the remaining li
fe of the e
xposure, irrespective of
the timing of
the default (
a lifetime ECL).”
Trade and other receivables
Trade
receiv
ables an
d
amounts d
ue
from
subsidiary
undertakings
,
which
generally
have
60
-d
ay ter
ms,
are
recognised
and
subsequently
car
ried
at
the
original
invoiced
value
net
of
exp
ected
credit
loss.
Where
the
time value o
f money is material, receivables are carrie
d at amortised co
st.
Trade and other payables
Trade pay
ables are recognised
initially at f
air value and sub
s
equently m
easured at amortised
cost using
the
effective inter
est method.
Derecognition of financial liabilities
A
financial
liability
is
derecogn
ised
when
the
obligation
under
the
liability
is
discharged
or
cancelled
or
expires.
Wh
ere
an
existing
f
inancial
liability
is
rep
laced
by
another
fro
m
the
same
lender
on
substantially
different terms,
or
the
terms
of an
ex
isting liability
ar
e
substantially modified, such
an exchange or
modification
is treated as a derecognition
of the original liability and the rec
ognition of a new liability, and
the difference in
the respective carrying amounts is recog
nis
ed in the statem
ent
of comprehensive incom
e.
Share-based payment
The
cost
of
cash-settled
transactions
is
measured
initially
at
fair
value
at
the
grant
date
using
a
Black
-Scholes
model
,
further
d
etails
are give
n in
No
te
2
6.
This
fair
value is
expensed
over
the
period u
ntil the
vesting date
with recognition of a
corresponding liability.
The liability is
remeasured to
fair value at
each
reporting date
up to
and i
ncluding the
settlement date,
with
chang
es
in fair
value recognised
in statement
of comprehensive
income f
or the period.
Pension
The pension plan i
n
place is
a
defined contribution plan.
Pen
sion contributions are
charged to
the s
tatement
of comprehensive income
as an expense in the period to which the contributions relate. Once the
contributions hav
e been paid, there are no further paym
ent obligations.
Government grants
Government
grants
are
recognised wh
ere ther
e is
reasonable
assurance
that
the gr
ant will
be
received
, and
all attached conditions will
be
complied with. W
hen the gra
nt relates to
an expense item, i
t is recognised as
a ded
uction in reporting
of
the
related
expense, on
a systematic basis
over the p
eriods that the
related costs
for which
it is intended to compensate are ex
pensed.
5. Revenue
Revenue
represents
the
invoiced
amoun
t
of
services
pr
ovided
after
the
deduction
of
reb
ates
and
retr
ospective
discounts. All items ar
e stated net of value add
ed tax.
The G
roup only h
as one seg
ment
providing d
rilling serv
ices in the UK.
As a
result,
no furth
er segmental
information has b
een provided.
Information about major customers
Annual rev
enue from
two major customer
amounted to
US$ 25 m
illion and US$
8 million arising f
rom the
provision of
drilling services (
2020
: US$
14
million and
US$ 11 million from two
major customers).
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
57
6.
Operating profit
This is stated after ch
arging
20
21
2020
US$000
US$000
Depreciation (
Note 15, 22)
6,241
10,307
Inventory r
ecognised as an expense during the
year
255
507
Write off of inven
tory
3,026
1,620
7.
Auditors’
remunera
tion
The Gr
oup paid the
following amounts to
its auditors in
respect of the
audit of the fin
ancial statements an
d
for other services
provided to the Group
.
20
21
2020
US$000
US$000
Audit of
the financial statements
246
183
Local statutory
audits
of
subsidiaries
23
52
Tax services -
compliance
27
33
Tax services -
advisory
-
43
296
311
8.
Staff costs
20
21
202
1
2020
2020
Group
US$000
Company
US$000
Group
US$000
Company
US$000
Wages and salaries
14,608
2,555
15,825
2,455
Directors Fees
277
277
282
282
Pension costs
649
120
921
110
Social security co
sts
1,8
77
457
2,121
341
Long term incen
tive plan
(19)
(19)
(407)
(407)
17,393
3,391
18,742
2,781
The
Comp
any
makes
con
tributions
to
a
def
ined
contribution
scheme
f
or
all
eligible
emplo
yees
up
to
a
maximum of
9% of salary. Contribution
s are charged to th
e income statement as incurred.
The average m
onthly number of employees during the yea
r was made up as
follows:
20
21
2020
No.
No.
Onshore, in
cluding management (Company)
22
20
Offshore
96
104
11
8
124
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
58
9.
Finance income
20
21
2020
US$000
US$000
Bank interest
-
386
10.
Finance expense
20
21
2020
US$000
US$000
Interest on lease
liabilities
53
35
Interest on tax
ation
1,388
-
11.
Net (loss)/gain
on fore
ign exchange
transaction
s
20
21
2020
US$000
US$000
Gain on foreig
n exchange transactions
14
214
(Loss) on foreig
n exchange transactions
(268)
(345)
Net (loss) on
foreign exchange transactions
(254)
(131)
12.
Income t
ax
Income tax on
profit on ordinary activ
ities
20
21
2020
US$000
US$000
Foreign tax on
the profit for the year
98
66
Total curren
t income tax
98
66
Amounts under
provided in previous years
9,152
3
Tax credit av
ailable to the UK
-
-
Total curren
t income tax
9,250
69
Deferred in
come tax:
Origination and
reversal of temporary differences
16
92
Impact of changes in
tax rates
-
-
Total deferr
ed income tax
16
92
Income tax
charge in the Group statemen
t of comprehensive income
9,266
161
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
59
12.
Income
tax (con
tinued)
Reconciliation of
the total income tax charge
20
21
2020
US$000
US$000
Loss from contin
uing operations
(62,963
)
(167,696)
Tax calculated
at UK standard rate
of corporation tax of
19% (2019:19%)
(11,963
)
(31,862)
Expenses no
t deductible/(income not tax
able) for tax purposes
112
18,995
Effect of (lower)
/higher taxes on overseas earnings
98
2,292
Unrecogn
ised deferred tax asset
11,
867
10,742
Tax (over)/und
er provided in previous years
9,152
3
Effect of tax rate
differences
-
(9)
Income tax
charge in the Group statemen
t of comprehensive income
9,266
161
The
in
come
tax
expen
se
above
is
co
mputed
at
loss
b
efore
taxation
multiplied
by
the
effective
rate
of
corporation tax
in the UK of
19
% (20
20
:
19%
).
The co
rporate tax mea
sures announced in th
e March 2021
Budget set
out that corporation tax
will increase
from 19% to 25% f
rom April 2023 for firms with
annual profits gr
eater than £250,000.
Deferred in
come tax
The deferred
income tax included in the
statement of financial position
is as follows:
20
21
2020
US$000
US$000
Deferred tax asset
As at 1 January
16
108
Share-based
payment
(16)
(92)
As at 31 Decemb
er
-
16
Unrecogn
ised deductible temporary diff
erences
The Group has total
tax
losses of US$
82.1 million which aros
e in
the UK
(
2020
: US$
69.3 million) that
are
available
fo
r
offset
again
st
f
uture
ded
uctible
profits
that
are
not
part
of
the
bareb
oat
charter
ring
-fence
arrangem
e
nts.
Th
ere
are
further
d
eductible
temporary
differences
relating
to
f
ixed
assets
of
US$
5
9.4
million and
US$
40.
6
million
of unutilised
capital
allowances.
Deferr
ed
tax
assets have
not
bee
n
r
ecognised
in respect of
these losses or difference
s due to the uncertainty of
future profits being
at this level.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 Decemb
er 2021
60
13.
Los
s per share
The following r
eflects the income and share data used
in the basic and diluted
loss p
er share computations:
20
21
2020
US$000
US$000
Loss for the
year attributable to equity share ho
l
ders
(72,229
)
(167,857)
20
21
2020
No.000
No.000
Weighted aver
age number of ordinary shares for basic
and
diluted earnings
per share
54,582
54,
58
2
Total earnings
and weig
hted average
number
of
shares outstanding
during
the year is
the
same
as
for
diluted
earnings per shar
e.
14.
Government
grants
20
21
2020
US$000
US$000
At 1 January
-
-
Received dur
ing the year
14
310
Released to the statemen
t of profit or loss
(14)
(
310
)
At 31 Decemb
er
-
-
The above
Government grants received were
i
n respect of the
UK
Coronavir
us Job Retention Schem
e.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
61
15.
Property, p
lant and eq
uipment
Group
Semi-
submersible
drilling rigs
Assets under
construction
Special
purpose
surveys
Other
fixtures and
equipment
Total
US$000
US$000
US$000
US$000
US$000
Cost:
At 1 January 2
0
20
337,029
92,608
16,159
2,025
447,821
Additions
623
18,672
-
21
19,316
Disposals
-
-
(29)
(29)
At 31 Decem
ber 2020
337,652
111,280
16,159
2,017
467,108
Adjustment
247
-
(247)
-
-
Additions
722
-
1,507
-
2,229
At 31 Decem
ber 2021
33
8,621
111,280
17,419
2,017
46
9,337
Depreciation
and impairment:
At 1 January 2
020
(232,952)
-
(11,486)
(1,465)
(245,903)
Provided
(6,566)
-
(3,117)
(63)
(9,746)
Impairmen
t
(33,379)
(111,280)
-
-
(144,659)
Disposals
At 3
1
December
20
20
(272,897)
(111,280)
(14,603)
(1,528)
(400,308)
Adjustment
(578)
578
-
Provided
(4,295)
-
(1,555)
(70)
(5,920)
Impairmen
t
(45,507
)
-
(1,838)
-
(47,345
)
At
31 Decem
ber 2021
(323,277)
(111,280)
(17,419
)
(1,598)
(453,573)
Net book valu
e:
At 31 Decem
ber 20
21
15,345
-
-
419
15,764
At 31 Decem
ber 2020
64,755
-
1,556
489
66,800
Awilco Drilling PLC
Notes to the fina
ncial statements
At 31 December 202
1
62
15.
Property, p
lant and eq
uipment (cont
inued)
Company
Other
fixtures and
equipment
US$000
Cost:
At 1 January 2
0
20
2,025
Additions
21
Disposals
(29)
At 3
1
December
20
20
2,017
Additions
-
Disposals
-
At 31 Decem
ber 2021
2,017
Depreciation:
At 1 January 2
0
20
(1,465)
Provided
(63)
At 3
1
December
20
20
(1,528)
Provided
(70)
At 31 Decem
ber 2021
(1,598)
Net book valu
e:
At 31 Decem
ber 2021
419
At 31 Decem
ber 20
20
489
16.
Impairment
The Group considers annually whether there are
indicators of impairment of
its property, plant and
equipmen
t,
and at the
year-
en
d identified that there were ind
icators the WilPhoenix rig may be impaired. In
particular
it
was
noted
that
th
ere
was
no
secu
red
work
for
the
rig,
additional
costs
were
expected
to
be
needed t
o
main
tain
the
rig an
d
the Group
was
contemplating
dispo
sing
of
the
asset. As
such,
it
was
nec
essary
to estimate
the recoverable
amount. Recoverable amount
was
assessed based
on the
rig’s
fair
value less
cost
of disposal.
Post year end, a sale of the
rig
was
agreed, and therefore the
agreed sale price has been used
as the basis
for
determining
the fair valu
e less cost
of disposal
of the r
i
g.
As a result,
The Gr
oup has r
ecognised US$
47.3
million as an impairment loss relatin
g to the WilPhoenix rig.
(2020: US$ 33.4 million relating to
WilPhoenix and
WilHunter rigs).
The to
tal
impair
ment cost in the
year is US$
48.1 million
. This inclu
des a current y
ear impairment of US$
0.8 million in resp
ect of
a
right of use asset wh
ich has been impaired in full
due to lack of trading activities
and
the
preparation
of
th
e
financial
statements
on
a
basis
other
than
going
conce
rn
.
(2020
:
US$
1
44
.7
million,
including
US$111.3
million
in
respec
t
of
assets
u
nder
constru
ction
,
follo
wing
the
termination
of
the rig constructio
n contracts)
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
63
17.
Investments
Company
Company
20
21
2020
US$000
US$000
Company sh
ares in subsidiary undertakin
gs
At 1 January
279
279
Impairmen
t of investment in WilHunter (UK) Ltd
(100)
-
Impairmen
t of investment in Awilco Drilling Offshor
e (UK) Ltd
(100)
-
Impairmen
t of investment in Awilco Drilling Norge
AS
(4)
-
At
31 Decemb
er
75
279
Details of the ho
ldings are as follows, all 1
00% shareholdings:
Country of
Incorporatio
n
Registered Address
Name
Awilco Drilling Off
shore (UK) Ltd)
United Kingd
om
11
-
12 St James’s Square,
London
WilHunter (UK) Ltd
in liquidation
United Kingd
om
11
-
12 St James’s Square,
London
Awilco Drilling Pte. L
td.
Singapore
8 Wilkie Road,
Singapore
Awilco Rig 1 Pte. Ltd
Singapore
8 Wilkie Road,
Singapore
Awilco Rig 2 Pte. Ltd
Singapore
8 Wilkie Road,
Singapore
Awilco Rig 3 Pte. Ltd
dormant
Singapore
8 Wilkie Road,
Singapore
Awilco Rig 4 Pte. Ltd
- dormant
Singapore
8 Wilkie Road,
Singapore
Awilco Drilling No
rge AS
in liquid
ation
Norway
Verksgata IA,
4013 Stavanger
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
64
18.
Trade and o
ther receiv
ables
Group
Company
Group
Company
20
21
2021
2020
2020
US$000
US$000
US$000
US$000
Trade receiv
ables
37
37
3,522
3,522
Prepaymen
ts and other receivables
542
236
768
308
Accrued revenu
e
-
-
2,121
-
Accrued inter
est
-
1,
949
-
-
VAT receivable
83
83
-
-
662
2,305
6,411
3,830
As at 31 Decemb
er, the analysis of ageing of trade receiv
ables is as follows:
Group
Neither past
due nor
impaired
Past due bu
t not impaired
Total
<60 days
60
-
90
da
ys
90+ days
US$000
US$000
US$000
US$000
2
02
1
37
37
-
-
Neither past
due nor
impaired
Past due bu
t not impaired
Total
<60 days
60-90 da
ys
90
+ days
US$000
US$000
US$000
US$000
2020
3,522
3,522
-
-
Company
Neither past
due nor
impaired
Past due bu
t not impaired
Total
<60 days
60-90 da
ys
90+ days
US$000
US$000
US$000
US$000
20
21
37
37
-
-
Neither past
due nor
impaired
Past due bu
t not impaired
Total
<60 days
60-90 da
ys
90+ days
US$000
US$000
US$000
US$000
2020
3,522
3,522
-
-
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
65
19.
Cash and cash
equival
ents
Group
Company
Group
Company
20
21
2021
2020
2020
US$000
US$000
US$000
US$000
Cash at bank
9,685
9,346
14,738
13,961
Cash
at bank
earns
interest
at floating
rates
based
o
n
daily
bank
deposit
rates. The
Company
has
no
restricted
cash
.
(20
20
:
nil)
20.
Trade and othe
r payables
Group
Company
Group
Company
20
21
2021
2020
2020
US$000
US$000
US$000
US$000
Trade and oth
er payables:
Lease Liabilities
315
315
616
327
Trade payables
885
763
1,257
1,744
Accruals and o
ther liabilities
3,350
1,357
4,421
1,343
4,5
50
2,435
6,294
3,414
Non-curren
t:
Lease Liabilities
424
424
1,017
739
Other liabilities
2
2
9
9
Total
426
426
1,026
748
21.
Provisions
Redundancy
Onerous
Contract
Total
US$000
US$000
US$000
At 1 January
2021
640
933
1,573
Utilised
(640)
(933)
(1,573)
Arising during th
e year
1,100
-
1,100
At 31 Decemb
er 2021
1,100
-
1,100
The
redundancy
provision
is
in
relation
to
Offshore
personnel,
which
was
subsequen
tly
settled
post
year
end.
22.
Leases
The Group has a
lease contract in place for t
he office building at 2
Kingshill Park, Westhill, Aberdeenshire,
AB32
6FL.
During
the
year,
the
lease
for
the
office
building
at
103
Løkkeveien,
4007
Stavanger,
Norway
was ter
minated.
Also
during
the
year,
the
remaining
right
of use
asset
for
the off
ice bu
ilding in
Aberdeen
was
imp
aired.
Set
out
below
is
the carrying
am
ount
of the
right-
of
-use
assets
r
ecognised
and
the
movements
during the p
e
riod:
Office Building
Office Building
Group
Company
Group
Company
2021
2021
2020
2020
US$000
US$000
US$000
US$000
As at 1 J
anuary
1,096
1,096
1,417
1,417
Additions
-
-
747
-
Depreciation E
xpense
(321)
(321)
(556)
(321)
Impairmen
t
(775)
(775)
(512)
-
As at 31 December
-
-
1,096
1,096
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
66
22.
Leases
(continued
)
Set out below
are the carrying amounts of
lease liabilities (included under trade and o
ther payables) and
the movem
ents during the period:
2021
2021
2020
2020
Group
Company
Group
Company
US$000
US$000
US$000
US$000
As at 1 January
1,633
1,066
1,406
1,406
Additions
-
-
747
-
Accretion of
i
nterest
53
41
35
28
Payments
(
505
)
(368)
(555)
(368)
Remeasurement
(442)
-
-
-
As at 31 Decemb
er
739
739
1,633
1,066
Current
315
315
616
327
Non-curren
t
424
424
1,017
739
The maturity
analysis of lease liabilities i
s disclosed in Note 2
6.
The following ar
e the amounts recognised in profit o
r loss:
202
1
20
21
2020
2020
Group
Company
Group
Company
US$000
US$000
US$000
US$000
Depreciation ex
pense of right-
of
-use assets
321
321
556
321
Interest exp
ense on lease liabilities
53
41
35
28
Expense relatin
g to leases of low-valu
e assets (included in
administrative ex
penses)
3
3
6
6
Total amoun
t recognised in profit or loss
377
365
597
355
The Group h
as total cash outflows for leases of
US$ 0.5 million
(20
20
: US$ 0.6 million).
23.
Commitmen
ts and conting
encies
Capital commitments
There were
capital commitments of US$
0.
9 million at 31 December 202
1 (
2020
: US$ 0.1 million
).
20
21
2020
US$000
US$000
Amounts du
e within one year
873
80
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
67
23.
Commitments
and contingenc
ies (cont
inued)
Contingent Liabilities
It
is recognised
that
Keppel FELS
has
submitted claims
in respect
of
amounts it
considers
recoverable du
e
to
terminatio
n
provisions
in
the
contrac
ts
for
both
Nordic
Winter
and
Nordic
Spring.
Statement
of
claims
have
been
receiv
ed
from
Keppel
FELS
in
the
am
ount
of
Singapore
Dollar
s
562.75
million
(US$
424.9
million)
for
Awilco
Rig
1
Pte.
Ltd.
and
Singap
ore
Dollars
356.18
million
(US$
268.9
million)
for
Awilco
Rig 2 Pte. Ltd. but these claims are stro
ngly denied. Du
e
to the non-recou
rse nature of the contracts, this is
considered
as
a contingent
liability
only
of the
subsidiaries
and
not the
parent co
mpany.
No
provision
has
been made. It is ex
pected that the final arbitration outcome for Awilco Rig 1 Pte Ltd,
i
ncluding any appeal
process,
will b
e no
earlier
than
Q4
2022.
The arbitra
tion process
for
Awilco Rig
2
Pte Ltd
, was
started six
months later and
also expected no earlier than
Q
4 2022.
Contingent Asset
Following
the
termination
of
No
rdic
W
inter
and
Nordic
Spring,
the
subsidiary
companies,
Awilco
Rig
1
Pte. Ltd and Awilco Rig
2 Pte. Ltd.
have
e
ntered arbitration with KFELS in respect
of deposit
and variation
order
p
ayments.
A
total
amount
of
USD
9
7.7
million
is
considered
to
be
reco
verable
and
is
therefore
disclosed as a co
ntingent asset.
24.
Share capital
Group and Comp
any
20
21
2020
Authorised
No.
000
No.000
Ordinary sh
ares of £0.0065 each
54,582
54,582
Group and Comp
any
Allotted called
up and fully paid
20
21
No.000
20
21
US$000
2020
No.000
2020
US$000
At 1 January
54,582
525
54,582
525
At 31 Decemb
er
54,582
525
54,582
525
Group and
Company
20
21
Share
premium
account
2020
Share
premium
account
US$000
US$000
At 1 January
218,381
218,381
At 31 Decemb
er
218,381
218,381
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
68
25.
Related party
transacti
ons
During
the
year
the G
roup entered
into
transactions,
in
the ordinary
course
of b
usiness, with
A
wilhelmsen
Offshore
AS, which is a major shareholder throug
h its subsidiaries.
Transactions en
tered into and trading balances outstand
ing at 31 December 20
21 with A
wi
lhelmsen AS
and its subsidiar
ies are as follows:
20
21
2020
US$000
US$000
Purchase of m
anagement services
918
2,195
Share based p
ayment
-
-
Amounts owed
to Awilhelmsen AS an
d its subsidiaries
(264)
(236)
Sales
and
purchases
between
related
parties
are
made
at
no
rmal
market
prices.
Outstanding
balances
are
unsecured,
interest-
free
and
cash
settlement
terms
v
ary
between
30
and
90
days.
The
Company
has
no
t
provided
or b
enefitted from
any guar
antees for
any related
party
receivables
or payables.
Included
are the
amounts in r
espect of the interim CEO.
Directors and other key management personnel
The remuneratio
n of directors and other key manag
ement personnel of the Group is as fo
ll
ows
20
21
2020
US$000
US$000
Short-term
employee benefits
1,437
1,759
Share-based
payments
(112)
(534)
Termination ben
efits
529
-
Other long
-term benefits
82
126
Included
in
th
e
short-term
employee
benefits
a
re
director’s
emo
luments
of
GBP
195,000
(20
20
: GBP
195
,000). Five dir
ectors received remuneration
i
n respect of their
services to the Company d
uring the year
(20
20
:
five
).
The highest
paid director
was Sigurd
Thorvildsen -
please
refer to
the
Directors’ remuneration
report on
page 30 for further details.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 2
021
69
25. Related party
(continued
)
Company
The Company
entered into the following
transactions and had the following balan
ces with its wholly
owned sub
sidiaries
20
21
2020
US$000
US$000
Transactions:
Amounts inv
oiced to Awilco Drilling Offshore
(UK) Ltd
in respect of
services prov
ided to the company
32,804
28,299
Amounts inv
oiced on behalf of Awilco Drilling Offsh
ore
(U
K) Ltd
(36,384)
(24,247)
Invoiced to Awilco
Drilling Pte. Ltd.
127
125
Transfer of funds to
Awilco Drilling Pte. Ltd.
299
5,470
Amounts inv
oiced to Awilco Rig 1 Pte. Ltd. in resp
ect of services provided
to the compan
y
-
12,335
Amounts inv
oiced to Awilco Rig 2 Pte. Ltd. in resp
ect of services provided
to the compan
y
-
2,066
Amounts inv
oiced to Awilco Drilling Norge AS in
respect of services
provided to th
e company
3,431
8,030
Taxation p
aid on behalf of subsidiaries
68
74
345
32,152
20
21
2020
Balance
s:
US$000
US$000
Amounts r
eceivable from Awilco Drilling
Offshore (UK) Ltd
86,674
90,254
Amounts p
ayable to WilHunter (UK)
Ltd
(100)
(100)
Amounts receiv
able from Awilco Drilling Pte. Ltd.
6,473
5,979
Amounts receiv
able from Awilco Rig 1 Pte. Ltd
57,343
57,343
Amounts receiv
able from Awilco Rig 2 Pte. Ltd
44,298
44,298
Amounts receiv
able from Awilco Drilling Norg
e AS
13,394
9,964
208,082
207,738
Allowance for
expected credit loss
(192,837)
(115,010)
15,245
92,728
The balances receivable from the subsidiary companies are considered long term. There are long term loan
agreements in
place with Awilco Rig 1 Pte. Ltd. and Awilco
Rig 2 Pte. Ltd.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
70
25. Related party
(continu
ed)
Set out below
is the movement in the
allowance for expected credit lo
sses of intercompany receivab
les:
202
1
2020
US$000
US$000
As at 1 January
(115,010)
(1,484)
Provision fo
r expected credit loss
(71,199
)
(113,526)
As at 31 Decemb
er
(192,837)
(115,010)
Expected credit
loss
triggered
due to
lack
o
f
committed
future
contracting opportunities
for the
WilPhoen
ix
.
Also du
e to ex
pected non recoverability
of amounts
due from Awilco
Drilling No
rge AS and
provision for
amounts du
e from Awilco Drilling Pte.
Ltd, Awilco Rig 1
Pte. Ltd. and Awilco Rig 2 Pte. Ltd.
Entity with significant influence over the Group
Awilhelmsen Off
shore AS, owns 37.
1% of the ordinary shares in Awilco Dril
ling PLC.
26.
Capital manage
ment, fina
ncial risk manage
ment object
ives and pol
icies
The Gr
oup’
s a
nd the
Comp
an
y
’s principal financial liab
ilities comprise trade and other payables. The main
purpose
of
these
financial
liabilities
is
to
finance
the
Grou
p’s
operations.
The
Group
has
trad
e
and
ot
her
receivables,
and
cash
and
cash
equivalents
that
arrive
directly
from
it
s
operations.
Management
has
assessed
the fair valu
es of the financial instruments are approx
imates to their carrying values.
The Group an
d the Company are ex
posed to market risk, credit risk and
liquidity risk.
Market risk
Market risk
is the
risk
that
the
fair value
or
future
cash flows
of
a
financial instrument
will
fluctuate because
of changes in market prices. Market risk comprises foreign currency risk. Financial instruments affected by
market risk ar
e trade and other
pa
yables and accr
uals.
Foreign currency
risk
Foreign
currency
risk
is
the
risk
that
the
f
air
value
o
r
future
cash
flows
of
a
financial
instru
ment
will
fluctu
ate
because of changes
in foreign exchange rates. The Group’s and
Company
s exposure to the risk of changes
in
f
oreign
exch
ange
rates
relates
pr
imarily
to
the
Gr
oup’s
and
C
ompany
’s
operating
activities
(
when
expenses are d
enominated in a different currency from
the Com
pany
’s functional currency).
Awilco Drilling PLC
Notes to the financ
ial statements
At 31 December 202
1
71
26. Capital man
agement, f
inancial risk
management
objectives and po
licies
(continued)
Foreign curren
cy risk (continued)
At
the
balance
sheet
date,
the
G
roup
held
GBP
0.9
million
in
trade
an
d
other
p
ayables
(
2020
:
GBP
1.
3
million). A 5% strengthening or weakening of US$ to GB
P would have an effect of
US$
0.
1 million on the
Group 20
2
1
result (
20
20
: US$0.1 million
). The Group has no other mater
ial currency exposures.
Credit risk
Credit
risk
is
the
risk
that
a
co
unterparty
will
no
t
meet
its
obligatio
ns
un
der
a
fin
ancial
instrumen
t
o
r
customer
contract,
le
ading
to
a
financial
loss.
Th
e
Group
is
expose
d
to
cred
it
risk
from
its
operating
ac
tivities
(primarily
for
trade
receivab
les
).
The
Compan
y
has
cred
it
risk
due
to
its
trade
and
other
receivables
from
subsidiary under
takings and from exter
nal clients.
Managemen
t assess
the
cred
it ratin
g
of n
ew
and
existing
clients
and
deter
mine if
any
actio
n
is req
uired
to
secure the fin
ancial security in respect of work performed
.
Liquidity risk
The
G
ro
up’s
objective
is
to
maintain
sufficien
t
liquidity
in
order
to
sup
port
the
needs
of
the
business
and
meet the
repayments o
f the debt an
d commitments as
they fall due.
In
order to achiev
e this, the G
roup
also
has the pro
spect of issuing new equity or enter
ing into new borrowing arrangements.
The
table
below
s
ummaris
es
t
he
maturity
profile
o
f
th
e
G
roup’s
financial
liabili
ties
based
on
contractual
undiscoun
ted payments.
Group
Less than
3 months
3 to 12
months
1-5
years
Total
Trade and oth
er payables
5,335
-
2
5,337
Lease liabilities
-
368
522
890
31 Decemb
er 2021
5,335
368
524
6,227
Trade and oth
er payables
4,853
825
9
5,687
Lease liabilities
-
616
1,017
1,633
31 Decemb
er 2020
4,853
1,441
1,026
7,320
The table below s
ummarises the maturity
profile of the
Company
’s
financial liabilities based o
n contractual
undiscoun
ted payments.
Company
Less than
3 months
3 to 12
months
1-5
years
Total
Trade and oth
er payables
2,120
-
2
2,122
Lease liabilities
-
368
522
890
31 Decemb
er
20
21
2,120
368
524
3,012
Trade and o
ther payables
3,087
-
9
3,096
Lease liabilities
-
327
739
1,066
31 Decemb
er 2020
3,087
327
748
4,162
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
72
26. Capital
management, f
inancial risk
management ob
jectives and p
olicies
(continued)
Capital management
Capital includes called
up share capital,
share premium and retained ea
rnings / (deficit).
As
the
Company is
curren
tly
no longer
perfo
rming
operational activities, there will
b
e
n
o
dividends
distributed arising
from operational activity.
The
Company
’s
capital
is
monitored
at
a
Group
level.
The
G
roup
monitors
capital
using
a
gearing
ratio,
which
is
net
debt
divided
by
t
otal
shareholders’
funds
p
lus
net
d
ebt.
Th
e
Group
includes
within
net
debt,
bonds and lo
ans less cash and cash equiv
alents.
Group
Group
20
21
2020
US$000
US$000
Cash and cash eq
uivalents (note 19)
(9,685)
(14,738)
Net debt / (
funds)
(9,685)
(14,738)
Capital
10,899
83,128
Capital and net
debt
1,214
68,390
Gearing ratio
n/a
n/a
27.
Share-based pay
ments
Long Term Incentive Plan
A long term
in
centive plan for key management per
sonnel, with a total limit of up to 4% of the Company
’s
issued
share
capital
was
approved
at
the
Annual
Gen
eral
Meeting
on
26
June
2013.
The
awards
f
or
the
years 2010
,
2012
,
2014-2016 are now fully e
xercised. A fur
ther award was iss
ued in 2020, and a total limit
of up to 4,000,000 sh
ares was app
roved at the general meeting
on 11 November 2019.
The 2020 plan “vests” in 25% tranches linked to ri
g contract dates
and expires after five
years.
The awards
are option
s with a strike price of NOK 30.
All share optio
ns and share awards are
synthetic based and are
cash settled.
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
73
27. Share-based pay
ments (cont
inued)
The following tab
le list the inputs to the model used
for th
es
e valuation
s (share prices are in NOK).
Group and
Company
2021
2020
2020
Plans
201
6 Plans
2020
Plans
Exercise price
30.0
-
30.0
Year
-end
Share
price
3.20
4.65
4.65
Expected life
0.56 years
-
3.25 years
Volatility
0.18
-
0.67
Risk free
interest rate
0.34%
-
0.42%
Model used
Black Scholes
The following tab
le illustrates the number and weig
hted average exercise prices (
WAEP) of, and
movemen
ts in, share options and award
s during the year.
Group
20
21
20
21
2020
2020
No.
WAEP (NOK)
No.
WAEP (NOK)
Outstanding as a
t 1 January
1,247,284
25.86
364,425
-
Granted during
the year
-
-
2,150,000
30.0
Exercised during
the year
(172,284)
-
(192,141)
-
Forfeited during
the year
(600,000)
30.0
-
-
Adjusted dur
ing the year
-
-
(1,075,000)
30.0
Outstanding at
31 December
475,000
30.0
1,247,284
25.86
Exercisable at 3
1 December
-
-
172,284
-
Company
20
21
20
21
2020
2020
No.
WAEP (NOK)
No.
WAEP (NOK)
Outstanding as a
t 1 January
1,247,284
25.86
364,425
-
Granted during
the year
-
-
2,150,000
30.0
Exercised during
the year
(172,284)
-
(192,141)
-
Forfeited during
the year
(600,000)
30.0
-
-
Adjusted dur
ing the year
-
-
(1,075,000)
30.0
Outstanding at
31 December
475,000
30.0
1,247,284
25.86
Exercisable at 3
1 December
-
-
172,284
-
Awilco Drilling PLC
Notes to the financial s
tatements
At 31 December 202
1
74
27. Share-based pay
ments (cont
inued)
The
estimated
fair
value
of
the
gran
ted
share
options
and
awards
are
reached
on
th
e
basis
of
the
“Black
-
Scholes option
pricing model”. The mo
del
is ap
plied utilising
a risk-free discou
nt rate and
also taking into
account the terms
and
conditions upon whic
h the
options and awards
are granted as
well
as
the performance
conditions that are required to be satisfied
before vesting. The weighted average remaining contractu
al life
at
31
Dec
ember
202
1
is
0
.56
years.
The
G
roup
total
share
o
ption
an
d
award
cred
it
amounted
to
US$
0.
1
million
(20
20
:
US$
0.5
mi
llion
credit).
The
carrying
amount
of
the
liability
relatin
g
to
the
cash
-settled
options at 31 Decem
ber
20
21 is US$ 0.1 millio
n (20
20
: US$
0.
1 million).
The table belo
w summaries the carrying am
ount of the liability at 31
December 2021
Group and Co
mpany
Less than 3
months
3 to 12 month
s
1
5 years
Total
US$000
US$000
US$000
US$000
Share option
s and awards
20
21
-
-
2
2
The table belo
w summaries the carrying amount o
f the liability at 31 December 20
20
Group and Co
mpany
Less than 3
months
3 to 12 mo
nths
1
5 years
Total
Share option
s and awards
106
-
9
115
At 31 Decemb
er 2019
106
-
9
115
28
.
Subsequen
t events
During March 2
022, the subsidiary company WilHunter (UK) Ltd was placed into liquidation. The affair
s,
business an
d property of th
e Company are b
eing managed by
the Joint Liquidato
rs, Geoff Jacobs and
Blair
Nimmo of Inter
path Advisory.
During March
2022, the
Com
pany
signed
a
Sale
and
Purchase
Agreement with
Rota
Ship
ping
Inc
to
recycle
the WilHunter at the
Aliaga Shipyard in
Turkey. The sale is
expected to be c
oncluded no l
ater than 15
June
2022.
During
May
2022,
the
Company
signed
a
Mem
orandum
of
Agreement
(MOA)
for
t
he
sale
o
f
the
WilPhoenix
to
Well-Safe
Solutions
Ltd
fo
r
an
ag
reed
purchase
p
rice
of
USD
15
.5
million.
Expected
delivery
time
of
the rig is on or
around 1 June 2022.
During
May
2022, the
Company
signed
a short
-term shareholder
loan
with Awilhelm
sen Off
shore
AS and
QVT
Family
Office
Fun
d
L
P.
Th
e
loan
is
for
a
t
otal
of
up
to
USD
4
million,
structured
as
a
draw
-down
facility,
with
interest
rate
o
f
10
percent
p
er
annum
on
the
ag
gregated
outstandin
g
principal
amou
nt.
In
addition,
ther
e
is an
ar
rangement
fee
of
2
per
cent
on
the
total
amount.
Maturity
d
ate
for th
e
loan
is
1
July
2022. The lo
an shall be used for general working cap
ital purposes.
As
a
result
of
the
agreements
to
dispo
se
of
both
rigs
after
the
year
end,
th
e
Grou
p
is
currently
no
longer
performing
operational activities
and
the
f
inancial
statements
have
been
prepared
on
a
basis
o
ther
than
going
concern.
However,
the Board
shall continue
to con
sider future
opportunities and
take the
necessary action
as required
.
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