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STRICTLY CONFIDENTIAL TEASER PREPARED BY FINANCIAL ADVISER/ISSUING HOUSE: JULY 2008

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Page 1: Caverton Offshore Support Group Teasersmartnigerianinvestor.com/downloads/ppmemos/caverton-pp...company and is a part of the Caverton Offshore Support Group which provides a variety

STRICTLY CONFIDENTIAL

TEASER

PREPARED BY

FINANCIAL ADVISER/ISSUING HOUSE:

JULY 2008

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Transaction Overview

The Caverton Offshore Support Group (“COSG”) intends to raise equity capital of up to N16 billion (approximately US$133 million) via a Private Placement arrangement. The purpose of the Offer is to raise capital to fund the company’s expansion and diversification into the upstream (support) sector of the Nigerian Oil and Gas industry.

Transaction Summary

Issuer The Caverton Offshore Support Group (“Caverton Group” or “The Group”)

Financial Adviser/ Issuing House

Vetiva Capital Management Limited (“ Vetiva”)

Capital Raising Objective

To raise N16.0 billion via Private Placement

Offering 2,000,000,000 Ordinary Shares of 50 Kobo each at N8.00 per share

Units of Sale Minimum of 125,000 Ordinary Shares and in multiples of 25,000 thereafter. However, the Directors may allot shares to prospective investors who are staff or other stakeholders of the Company and who wish to subscribe for less than the minimum units of sale.

Existing Capital Structure

Authorised: N2,500,000,000.00 comprising Ordinary Shares of 50 Kobo each

Issued and Fully Paid Up: N1,500,000,000.00 comprising 3,000,000,000 Ordinary Shares of 50 Kobo each.

Purpose The Offer is an important step in the Group’s drive towards achieving its strategic objective of becoming a leading Marine and Aviation Logistics provider in the Oil and Gas industry in Sub-Sahara Africa. The funds raised will be directed towards financing the acquisition of jack up rigs, off-shore support vehicles and helicopters as well as the acquisition of an existing Marine Company with operating assets in the Gulf of Mexico and the North Sea.

Timing of the Offer (Indicative)

Opening/Closing: Monday, 28 July 2008 – Monday, 18 August 2008

Quotation / NSE Listing

Following the completion of the private placement, Management intends to pursue a listing on the Nigerian Stock Exchange within 12 Months from the date Offer closes.

Underwriting 437,500,000 Ordinary Shares representing 21.875% of the Placement are underwritten by Vetiva Capital Management Limited on a Stand-by basis.

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Introduction to Caverton Offshore Support Group

The Caverton Offshore Support Group (holding company of Caverton Helicopters and Caverton Marine), was established with the primary objective to achieve a premier status in the ownership and operation of premium offshore oilfield service assets. The Caverton Offshore Support Group is a wholly owned Nigerian company operating in the Marine and Aviation Logistics segment of the Nigerian Oil and Gas industry. The company was created to draw from both global offshore experience acquired from its strategic partners and from the service delivery competence of the Caverton Group.

Deep offshore exploration in Nigeria is “new territory”. The support and technology required in this sphere of activity is several levels above what currently obtains, therefore leaving room for new entrants. Caverton Group recognised the opportunity provided by this void early and is committed to building a formidable asset base to solidify its position as a clear market leader/long-term player in order to capture the available opportunities.

THE GROUP STRUCTURE

CAVERTON MARINE LIMITED

100%

• Offshore Helicopter Support Services• Oil and Gas Pipeline Surveillance• Maritime and Coastal Surveillance• Oil Spill and Petroleum Clean UpResponse• Emergency Medical Evacuation• Airport Shuttle

100%

• Crude Oil Transportation• Jack Up Drilling Rig Lease• Anchor Handling Towing SupplyVessel Charter

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Caverton Marine Limited is one of Nigeria’s fastest growing indigenous shipping companies. The Company was incorporated in Nigeria on the 28th of July 1999 with its headquarters in Victoria Island, Lagos, Nigeria, and an overseas office in the United Kingdom. The Company’s worldwide appeal lies in the complementary suite of services provided by Caverton in the Marine and Oil/Gas sectors primarily vessel tanker ownership, operations and management. The Nigeria petroleum shipping industry is largely dominated by the foreign companies. In response to the prevailing imbalance in the industry, the Ministry of Transport in conjunction with the National Maritime Authority has set up a committee to work out the modalities for the involvement of more Nigerian shipping companies. A new Cabotage Bill restricting maritime activity in the region to Nigerian owned vessels has also been passed by the senate, exponentially increasing opportunities for the company.

Caverton Marine Limited has rendered services to many organisations over the years including the following:

• Shell Trading and Shipping Company UK - Vessel Charter

• Shell Petroleum Development Company - Vessel Charter

• Nigeria LNG - Vessel Charter

• Oxton Company Ltd. Belize (Foreign) - Vessel Charter

MANAGEMENT

Technical management of Caverton's fleet is conducted from our offices in Lagos in conjunction with V. Ships, the world's largest ship management company. V.Ships is the world's largest ship manager with vessels ranging from the largest tankers and containerships to smaller specialist scientific exploration ships and everything in between.

V.Ships has steadily strengthened their position globally, and has been able to see to the establishment and successful development of a Management Transfer Unit. Now in its second year, the MTU is a dedicated pool of senior officers who specialise in global rapid deployment during critical management situations.

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INTRODUCTION

Caverton Helicopters was established in September 2002 as a charter, shuttle, sales and maintenance company and is a part of the Caverton Offshore Support Group which provides a variety of services in the Marine and Oil & Gas Sectors, including equipment supplies, provision of Marine Vessels, Workboats, Tugs and allied equipment and services. The Company currently operates out of a 10,000 square metre Flight Facility at the Murtala Muhammed Airport in Lagos, a 9,000 square metre facility in Port Harcourt, and also operates a heliport in the Lagos metropolis (Victoria Island).

SERVICES

Caverton Helicopters has been able to diversify its range of services following on the success of the Shuttle service between Victoria Island and Ikeja. The following are services currently offered by the company:

• Offshore & Onshore Logistics (Helicopters & Fixed-Wing) • Private Charters (inc. Air Tours & Aerial Photography) • Emergency Medical Evacuation • Airport Shuttle Service • Third Party Maintenance, Repair and Overhaul Services (Helicopters and Fixed Wing Avionics) • Executive Ground Handling services (Helicopters & Private jets) • Hangerage and use of facilities at the private terminal

TECHNICAL PARTNERS- HELIPORTUGAL (ROTARY WING)

Founded in 1982, Heliportugal is the oldest Portuguese helicopter company, holding a number one certificate awarded to helicopter operators. Its recognized capacities combined with its extensive experience have enabled it to carry out a vast number of missions. Based in Cascais, Tires, Heliportugal’s operations extend to Portugal, Spain, Morocco and Greece. Over the last 21 years, the company has flown around 40,000 hours in a wide range of civil helicopter activities. In its early days, operations included detection of fish shoals using helicopters based on fishing craft, personnel transportation in support of oil drilling platforms and forest fire-fighting, for which it was a pioneer in Portugal. TECHNICAL PARTNERS- ZIMEX AVIATION (FIXED WING)

Zimex Aviation was founded in 1969. Zimex Aviation provides reliable aircraft support to the oil and gas industry, humanitarian agencies and non-governmental organizations worldwide. Mainly to enable crew changes, special material, general supplies and fresh-food deliveries, as well as medical evacuation and search and rescue missions. Zimex operates currently 22 aircraft and offers their customers a comprehensive air transport wherever it is required. These technical partnerships stand Caverton in good stead in the following areas:

• Careful selection of aircraft types for each specific task; • Preparation and implementation of procedures; and • On-the-job training developed to give crew members the capabilities to face the challenges of

operating aircraft in remote areas

Caverton Helicopters bases its operating principles on compliance with global safety standards specifically the European (EASA 145 and JAR OPS 1) operating standards.

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Additional Transaction Details

Utilisation of Net Offer Proceeds

The estimated net proceeds of the Offer will amount to N15.474 billion, after deducting the costs associated with the private placement, estimated at N525.7 million (representing 3.29% of gross proceeds). The net proceeds will be utilised as follows:

*Project Poseidon – Acqusition of a Norwegian Marine Company **12 BELL 412 EP & Sikorsky S76 D Helicopters *** The bridge facility was utilised to secure the delivery of key operating assets – delivery of 7 X New BELL 412 EP Helicopters and 2 Vessels

Financial Summary for the Three Years ended 31 December 2007 (Extracted from the Reporting Accountants’ Report) and Management Accounts for the Period ended 31st of May 2008

*This does not form part of the Reporting Accountants’ Report. It was prepared to aid users’ investment analysis, actions and recommendations.

Activity N’000 % Estimated Completion Period

CAVERTON MARINE Business Optimization (Leveraged Buy Out “LBO”)* 4,720,000 30.50 12 Months Acquisition of Operating Assets – 2 Vessels 1,287,000 8.31 24 Months Working Capital Requirements 696,000 4.50 Continuous CAVERTON HELICOPTERS Acquisition of Operating Assets** 4,773,000 30.85 24 Months Working Capital Requirement 950,000 6.14 Continuous Repayment of Bridge Facility*** 3,048,000 19.70 1 Month Total

15,474,000

100.00

CAVERTON MARINE LTD 5 Months ended Year ended 31st December 31st of May

N’ 000 2008

(Management Accounts)

N’ 000 2007

N’ 000 2006

N’ 000 2005

Turnover 1,255,535 1,324,303 101,495 453,743

Gross Profit 620,067 811,590 31,360 11,484

Other Operating Income - 10,804 - 3,738

Profit Before Taxation 352,731 306,199 (420,730) (114,329)

Profit After Taxation 239,861 209,066 (715,412) (141,594)

  CAVERTON HELICOPTERS LTD 5 Months ended Year ended 31st December

31st of May

N’ 000 2008

(Management Accounts)

N’ 000 2007

N’ 000 2006

N’ 000 2005

Turnover 927,283 1,950,283 1,336,537 462,126

Gross Profit 595,106 1,421,335 483,621 (23,902)

Other Operating Income 21,832 - - 46

Profit Before Taxation 119,572 288,482 (560,438) (531,485)

Profit After Taxation 81,309 457,420 (630,771) (382,889)

CAVERTON OFFSHORE SUPPORT GROUP (PRO-FORMA)* 5 Months ended Year ended 31st December 31st of May

N’ 000 2008

(Management Accounts)

N’ 000 2007

N’ 000 2006

N’ 000 2005

Turnover 2,182,818 3,274,586 1,438,032 915,869

Gross Profit 1,215,173 2,232,925 514,981 (12,418)

Other Operating Income 21,832 10,804 - 3,784

Profit Before Taxation 472,309 594,681 (981,168) (645,814)

Profit After Taxation 321,170 666,486 (1,346,183)

(524,483)

Shareholders Funds 2,305,099 (958,862) 423,577

Total Assets 9,419,694 5,998,796 3,891,628

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Summary of Financial Projections (Extracted from the Reporting Accountants’ Report)

Year ending 31st December N’ 000 2008

(7 months)

N’ 000 2009

N’ 000 2010

N’ 000 2011

Turnover 2,331,206 16,768,032 20,955,081 32,598,813

Gross Profit 1,380,996 10,396,180 12,992,150 20,211,264

Other Operating Income 353,524 956,740 1,771,814 2,189,419

Profit Before Taxation 927,557 4,820,428 7,548,726 11,225,175

Profit After Taxation 630,739 3,277,891 5,132,705 7,633,120

Dividend - - 1,283,176 1,908,280

Forecast Offer Statistics

Year ending 31st March 2008 2009 2010 2011

Earnings Per Share (Fully Diluted/Weighted*) –(Kobo)

26 66 103 153

Earnings Yield at Offer Price (Fully Diluted/Weighted*)

3.26% 8.20% 12.83% 19.08%

Dividend Per Share–(Kobo) - - 26 38

Forecast Dividend Yield at Offer Price - - 1.51% 4.77%

Forecast Price/Earnings Ratio at Offer Price (Fully Diluted/Weighted*)

30.65 12.20 7.79 5.24

NOTE Earnings Per Share, Earnings Yield and Price/Earnings Ratios for 7 months ending 2008 are based on 2,417,000,000 weighted number of shares of 50 Kobo each. Whilst, Earnings Per Share, Earnings Yield and Price/Earnings Ratios for Financial Year ending 2009,2010, 2011 are based on 5,000,000,000 Ordinary Shares of 50 Kobo each. The proceeds from the Private Placement would be received in September 2008 and would not contribute significantly to 2008 earnings, as operating assets being financed by this capital raising would be delivered as from 2009. However, for analytical purpose, we have included the shares being offered on a weighted basis.

Other Disclosures A Bridging Facility of N3,500,000,000.00 (Three Billion, Five Hundred Million Naira only) was obtained from Bank PHB Plc in order to secure the procurement and delivery of key operating assets pending the receipt of placement proceeds from this Private Placement. As at the date of this Memorandum, the amount outstanding under the Bridge Finance is N3.048 billion. The bridge facility will be repaid from the proceeds of the Private Placement.

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Key Investment Highlights

Clear Business Focus and Articulated Strategy

The Caverton Group has a clear and defined business focus of being a leading Marine and Aviation Logistics provider in the Oil and Gas industry in Nigeria and Africa in general.

Hence, the Group has articulated short, medium and long term strategies that would position it to be a clear leader in this important segment of the Nigerian Oil and Gas industry.

It immediately plans to acquire Jack up rigs, Off-shore support vessels and Helicopters to support the Oil and Gas industry operations, particularly in the deep offshore segment of the Gulf of Guinea.

The Group also plans to conclude the acquisition of an existing Marine Company with operating assets in the Gulf of Mexico and the North Sea via a leveraged buy-out arrangement. This would position the Company to be a global player.

Future Plans and Business Positioning

In addition to the Group’s plans to diversify its revenue streams geographically (via its business acquisition strategy), the Group also intends to expand both the marine and aviation businesses to offer additional services to its clients:

Caverton Marine Limited will provide additional services which include Crude Oil transportation, Anchor Handing Towing Supply Vessel Charter and Jack Up drilling rigs.

Caverton Helicopters aims to sustain its leadership position by helping its clients achieve maximum efficiency and productivity. The company thus have the following plans:

- Acquisition of new helicopters for the offshore support services; - Oil and Gas Pipeline Surveillance; - Maritime and Coastal Surveillance; - Oil Spill and Petroleum clean up response; and - Emergency Medical Evacuation

Improving macro- environment

Attractive macro-economic environment in Nigeria strengthened by high oil revenues, continued steady progress with economic and institutional reforms, growing reserves and greater fiscal prudence.

GDP growth in Nigeria has averaged 6.3% over the past three years, and is expected to grow by an average of 5.1% over the next 3 years, with GDP growth in the non-oil sector expected to grow at a greater pace over the same period.

Positive Government Policy

The Nigerian Government’s relentless policy to substantially increase the participation of Nigerians and Nigerian Companies in the Oil Gas Industry via the promotion of “Local Content Policy” has created significant opportunities for potential indigenous investors. Caverton is well positioned to capitalise on these spin-off opportunities.

Positive Outlook for Global Oil Market

The positive outlook for the global oil market fuelled by unprecedented increase in global oil demand indicates an increasing activity in the production/supply of oil products. Hence, a strong derived demand for off-shore Oil and Gas support services is anticipated.

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Key Investment Highlights (Continued)

 

Strong Business Case Though, the market space where the Caverton Group operates is capital intensive, it is characterised by high Gross/EBITDA Margins. This helps reduce the operational leverage risk normally associated with businesses with high CAPEX requirement through the quick recovery of fixed costs.

People Caverton has a combination of an experienced and a growing management team. The Group also has various relationships with Technical Partners.

Caverton Offshore – Clear Business Focus and Articulated Strategy

Established Market Leader and a Global Player

Short-Term

“1-2 Years”

Long-Term

“>7 Years”Medium-Term

“2-7 Years”

Integrated Off-shore support services company focused on delivering value along the Oil and Gas value chain

A fast growing Off-shore support services in Nigeria

Emerging Market Leader

Potential high margin businessesHigh capital requirementHigh risk

High volatility of earningsVisibility of decent marginsSignificant room for expansion

Achieve a top market leader position High maintenance capital requirementStrengthen international presence

Key Features

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Financial Highlights

Strong Revenue Projections, Operating Cost Efficiencies and attractive Offer Statistics…

804.6

12,668.6 13,086.8

18,135.0

1,526.6

4,099.4

7,868.3

14,463.8

1.0

2008F 2009F 2010F 2011F

Caverton Helicopters Caverton Marine

Gross Revenue Projections, N Millions

32,598.8

20,955.0

16,768.0

2,331.2

31st of December

7 Months result

Net Income (PAT Projections, N Millions)

630.7

3,277.9

5,132.7

7,633.1

2008F 2009F 2010F 2011F

7 Months result30.65x

12.20x7.79x 5.24x

2008F 2009F 2010F 2011F

P/E Ratio @ Offer Price (No. of times)

Price/Earnings Ratio at Offer Price

Cost to income ratio (%)

39.8%28.8%

36.0% 34.4%

2008F 2009F 2010F 2011F

PBT Margin %

Net Income Margin %

Profitability Ratios

60.3%

50.7%54.5%

51.1%

39.8%

28.8%36.0% 34.4%

27.1% 29.6%24.5% 23.4%

2008F 2009F 2010F 2011F

EBITDA Margin %

Comments

Net Revenue to grow at a CAGRof 101.3%

CAGR is computed by grossing up the revenue for2008F as if it is 12 months. This grossed up revenue isnow compared with the revenue for 2011F to determinethe compounded annual growth rate.

Caverton Marine currently has 3 SupportVessels, however, the forecasted revenues for Marineoperations would be achieved through the acquisition ofthe following operating assets:

- 2 Jack-Up rigs- 6 Platform Support Vessels- 1 Anchor Handling Tug Support Vessel- 1 Aframax Vessel

Also, the Company’s various acquisition plans areexpected to yield synergies and boost revenues

Caverton Helicopters currently has 2 twin-otterhelicopters and 5 helicopters on finance lease for ad-hocoperations. However, it plans to acquire 12 BELL 412Sikorsky S76 helicopters within the next 3 years. Thisexpected to boost revenues significantly

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Parties to the Placement

FINANCIAL ADVISERS/ISSUING HOUSE VETIVA CAPITAL MANAGEMENT LIMITED Plot 266B, Kofo Abayomi Street Victoria Island Lagos Tel: 00234-1-4617521

SOLICITORS TO THE PLACEMENT G.ELIAS & CO (Barristers and Solicitors) 6TH FLOOR NCR Building 6 Broad Street Lagos Tel: 00234-1-2646578

AUDITORS ECN & CO (Chartered accountants) Ground Floor McIver House 143/145 Broad street Lagos

REPORTING ACCOUNTANTS ERNST AND YOUNG 2A Bayo Kuku Road Ikoyi Lagos

REGISTRARS MERISTEM REGISTRARS LIMITED 305 Herbert Macaulay Road Alagomeji Yaba Lagos

RECEIVING BANK BANK PHB PLC Plot 707 Adeola Hopewell Street Victoria Island Lagos

PLACEMENT AGENTS CORDROS CAPITAL LIMITED 16 Amodu Ojikutu Street Off Bishop Oluwole Street Victoria Island Lagos

DIAMOND SECURITIES LIMITED 3 Elsie Femi Pearse Street Off Adeola Odeku Road Victoria Island Lagos

PHB CAPITAL AND TRUST LIMITED Old Niger House 163/165 Broad Street Lagos

TRICORN CAPITAL LIMITED 153A Bode Olajumoke Crescent Park View Estate Ikoyi

VETIVA CAPITAL MANAGEMENT LIMITED Plot 266B, Kofo Abayomi Street Victoria Island Lagos

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Contact Information

This document provides summary information for subscribing to the shares of Caverton Offshore

Support Group on Offer. A more detailed Private Placement Memorandum will be forwarded to you

on or before the offer opening date.

Vetiva Capital Management Limited Plot 266B Kofo Abayomi Street Victoria Island Lagos, Nigeria Tel: +234-1-4617521-3, 2700657-8 Fax: +234-1-4617524

Email: [email protected]

Caverton Offshore Support Group No 1 Prince Kayode Akingbade Close Off Muri Okunola Street Victoria Island Lagos, Nigeria Tel: +234-1-270-5656 Fax:+234-1-461-8745

CONTACT PERSONS: Yetunde Oni Corporate Finance (Project Analyst) Tel: +234-807-2090083 E-mail: [email protected]

Abiodun Sanusi Corporate Finance (Project Manager) Tel: +234-807-2090073 E-mail: [email protected]

Adeniyi Makanjuola Executive Director Tel: +234-803-4003900 E-mail: [email protected]

Yemisi Deji-Bejide Head, Corporate Finance (Project Coordinator) Tel: +234-807-2090062 E-mail: [email protected]

Mr. Akinsola Falola Executive Director/Chief Financial Officer Tel: +234-802-3063295 E-mail: [email protected]

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Appendix1

1. PROCEDURE FOR APPLICATION AND ALLOTMENT

2. APPLICATION FORM

3. INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

                                                            1  The information contained this Teaser is a summary of the Private Placement Memorandum and has been prepared to preliminarily assist interested parties in evaluating the opportunity of making an investment in the equity of Caverton Offshore Support Group, and for no other purpose. The information does not purport to be all-inclusive or to contain all information that a prospective investor may desire.

It is understood that recipients of this Teaser will read the Private Placement Memorandum and will perform their own independent investigation and analysis of the proposed financing, based on such information, as is deemed relevant by the recipient. 

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Procedure for Application and Allotment

The process for participating in this Private Placement for Caverton ordinary shares involves four key steps as discussed below:

1. APPLICATION FOR SHARES

1.1 Prospective investors to whom this Private Placement Memorandum has been addressed to are hereby invited to apply for the shares through any of the Placement Agents listed on Page 10.

1.2 Applications for the shares must be made in accordance with the instructions set out at the back of the application form. Care must be taken to follow these instructions, as applications which do not comply will be rejected.

1.3 The Application List for the shares will be open from Monday, 28 July 2008 to Monday, 18 August 2008. Applications must be for a minimum of 125,000 shares and in multiples of 25,000 thereafter. The number of shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided.

1.4 Applicants should sign the form, write their names, address, daytime telephone number and other information as indicated in the boxes provided. A corporate applicant should affix its seal and state its Incorporation (RC) Number in the boxes provided.

2. PAYMENT FOR SHARES

Each application should be forwarded together with the cheque or bank draft for the full amount of the purchase price to any of the Placement Agents listed on Page 10. The cheque or draft must be drawn on a bank in the same town or city in which the Placement Agent is located and crossed “CAVERTON OFFSHORE SUPPORT GROUP PRIVATE PLACEMENT” with the name, address and daytime telephone number of the applicant written on the back. All transfer charges to Lagos, if any, must be paid by the applicant and no application will be accepted unless this has been done. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

3. ALLOTMENT OF SHARES

Directors of the Caverton Group reserve the right to accept or reject any application in whole or in part for not meeting the conditions of the Offer. The allotment proposal will be subject to the clearance of the Board of the Caverton Group. Please note that the Directors reserve the right to allot the shares on a “first come first serve” basis.

4. APPLICATION MONIES

All application monies will be retained in separate interest yielding bank accounts by the Receiving Bank pending allotment. If any application is not accepted, or is accepted for fewer shares than the number applied for, a crossed cheque for the full amount or the balance of the amount paid (as the case may be) will be returned by registered post within 5 working days of allotment. Share Certificates will be sent by registered post not later than 8 weeks from the date of allotment.

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Application Form

 

   

Private Placement of 2,000,000,000 Ordinary Shares of 50 kobo Each at

N8.00 per share

Offer Opens Monday, 28 July 2008 Offer Closes Monday, 18 August 2008

I/We, having read and understood the information contained in the Private Placement Memorandum, hereby wish to formally express my/our interest to purchase 50Kobo Ordinary Shares of Caverton Offshore Support Group Limited as follows:

Number of 50 Kobo shares applied for

Guid

e to

A

pplic

atio

n

Number of 50 Kobo shares applied for

Amount Payable

Naira value of 50 Kobo shares applied for Minimum of 125,000 N1,000,000.00

Naira value of cheque/draft attached

Subsequent multiples of 25,000 N200,000.00

I/We understand and accept that allotment of shares based on my/our application would be done at the

discretion of the Directors of the Company and hereby attach my/our ____________________________ (name of bank) cheque/bank Draft No. ________ for the sum of N ___________________ In favour of “CAVERTON OFFSHORE SUPPORT GROUP LIMITED PRIVATE PLACEMENT”

Name:

Address:

Telephone No(s):

E-mail:

Date:

Signature (s)

Seal and RC No.: (for corporate investors only)

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Instructions for Completing the Application Form

 1. Applications must be made only on the accompanying Application Form 2. The Application List for the Shares will be open to prospective investors from Monday, 28 July

2008 to Monday, 18 August 2008. 3. Applications must be for a minimum of 125,000 shares and in multiples of 25,000 shares

thereafter. The number of shares for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided.

4. The Application Form when completed should be lodged with any of the Placement Agents

mentioned on Page 10. Applications must be accompanied by a cheque or draft made payable to the Placement Agent to whom the application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in the same town or city in which the Placement Agent is located and crossed “CAVERTON OFFSHORE SUPPORT GROUP PRIVATE PLACEMENT”

5. The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected.

6. Joint applicants must all sign the Application Form. 7. An application from a group of individuals should be made in the names of those individuals

with no mention of the name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 1990 should be made either in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned.

8. An application from a corporate body must bear the corporate body’s seal and be completed

under the hand of a duly authorised official. 9. An application from a pension or provident fund must be in the name of each individual trustee

unless the trustee is a limited liability company. 10. An application by an illiterate should bear his right thumb print on the Application Form and be

witnessed by an official of the Company, Issuing House or Placement Agent at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

11. The applicant should not print his signature. If he is unable to sign in the normal manner, he

should be treated for the purpose of this Private Placement as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

     

Application Form

CAVERTON OFFSHORE SUPPORT GROUP