Aban to Make Offer for Remaining Sinvest Shares

Aban Offshore Ltd said Friday that its wholly owned subsidiary Aban Singapore Pte Ltd ("ASPL") has announced its intention to present a mandatory offer to acquire the remaining shares of Sinvest ASA. The mandatory offer is proposed to be presented by Aban International Norway AS (AIN), a new wholly owned subsidiary of ASPL incorporated under the laws of the Kingdom of Norway.

The outlay for mandatory offer (also referred to as "Acquisition") is estimated at approx USD 800 million. The mandatory offer is expected to commence in early January 2007.

The transaction is based on an Equity Value of about USD 1,320 million and an Enterprise Value of approximately USD 1,800 million.

Sinvest is a large jack-up drilling Company owning three new-built premium jack-up drilling rigs and having 5 jack-up drilling rigs at various stages of construction in Singapore shipyards. Two of the new-built jack-up rigs have been deployed with Hardy Oil and Shell Brunei while the third rig has secured a deployment with Shell Malaysia.

Sinvest also owns a 50% stake in Venture Drilling AS, a Norwegian Company that has taken a drillship on long term bareboat charter. This drillship is set to be deployed with Exxon Mobil in West Africa. Sinvest also holds the entire equity of Beta Drilling AS, another Norwegian Company that has taken on bareboat a jack-up drilling rig, which is undergoing a shipyard upgrade for being ready for suitable deployment opportunities.

The Company, incorporated under the laws of the Republic of India and listed on the Indian stock exchanges and along with its subsidiaries, is a leading offshore drilling services provider with a fleet of 7 jack-up drilling rigs (including one new-built under construction), 2 drillships and one floating production unit.

The proposed mandatory offer will enable the Company to acquire a majority stake in Sinvest ASA, thereby placing it in the league of top 10 offshore drilling service providers in the world in terms of offshore drilling assets under management.

Punjab National Bank (PNB) and ICICI Bank Ltd acted as the Lead Arrangers for arranging the senior credit facilities for AIN, while State Bank of India and Oriental Bank of Commerce also participated in the senior credit facilities arranged by PNB.

To finance the cost of Acquisition, ASPL is raising funds by way of a Convertible Notes (CN) issue of USD 150 million. These CNs, which are mandatorily convertible into equity shares of ASPL upon the occurrence of a qualified Public Offer, are being raised by way of private placement from institutional investors. Merrill Lynch is acting as placement agent for the CN placement. The CNs are convertible into equity shares of ASPL at an base conversion price (subject to suitable adjustments) that will give a 10.37% holding (post conversion) to the Noteholders. ASPL has also raised a medium term facility aggregating to USD 100 million to finance a part of the cost of Acquisition, which was fully underwritten by UTI Bank Ltd.

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