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w.kursiv.no

Seawell Lim

ited Listing Prospectus, 25 N

ovember 2010

PROSPECTUS

Listing of the Company’s shares on Oslo Børs

Listing of Consideration Shares to be issued in connection withand subject to completion of the proposed merger of Allis-Chalmers Energy Inc.

with and into a wholly owned subsidiary of the Company

The information in this prospectus (the “Prospectus”) relates to the listing on the Oslo Stock Exchange (“Oslo Børs”) of 225,400,050 Shares of Seawell Limited, a public limited liability company organized under the laws of Bermuda (the “Company”), with a nominal value of USD 2.00 each, together being all the currently issued and outstanding common stock of the Company.

The information in this Prospectus further relates to the listing on Oslo Børs of up to 102,475,247 new Shares of the Company with a nominal value of USD 2.00 each (the “Consideration Shares”) to be issued as part of the consideration for the proposed merger of Allis-Chalmers Energy Inc. (“Allis-Chalmers”) with and into a wholly owned subsidiary of the Company (the “Merger”), subject to final approval and completion of the Merger.

Trading in the existing shares of the Company on Oslo Børs is expected to commence on or about 26 November 2010. The Consideration Shares will be tradable on Oslo Børs subject to and following final approval and completion of the Merger and the issuance and delivery of the Consideration Shares, currently expected to be within the first quarter 2011.

The existing Shares and, subject to and following completion of the Merger the Consideration Shares, will be listed on Oslo Børs under the ticker code “SEAW”.

Investing in the Company involves risks. See section 2 “Risk Factors”.

THIS PROSPECTUS SERVES AS A LISTING PROSPECTUS ONLY AS REQUIRED BY NORWEGIAN LAW AND REGULATIONS. THE PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO IT. THIS PROSPECTUS HAS NOT BEEN APPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AND SHALL NOT SERVE AS A BASIS FOR ALLIS-CHALMERS ENERGY INC. (“ALLIS-CHALMERS”) STOCKHOLDERS' DECISIONS TO APPROVE OR DISAPPROVE THE PROPOSED MERGER BETWEEN SEAWELL AND ALLIS-CHALMERS. THIS PROSPECTUS FORMS NO PART OF THE REGISTRATION STATEMENT ON FORM F-4 BEING PREPARED BY SEAWELL IN CONNECTION WITH THE REGISTRATION OF THE CONSIDERATION SHARES WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH U.S. SECURITIES LAWS. THE CONSIDERATION SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED ON OR ENDORSED THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

Manager

RS Platou Markets

25 November 2010

Seawell LimitedPar-la-Ville Place

14 Par-la-Ville RoadHamilton HM 08

Bermuda

Seawell Management ASLøkkeveien 107

P.O. Box 3324002 Stavanger

Norway

Telephone: +47 51 30 80 00 Fax: +47 51 30 80 01

www.seawellcorp.com

RS Platou Markets ASHaakon VII’s gate 10P.O. Box 1474 Vika

N-0116 OsloNorway

Telephone: +47 22 01 63 00 Telefax: +47 22 01 63 10www.platoumarkets.com

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IMPORTANT NOTICE

This Prospectus has been prepared to comply with the Norwegian Securities Trading Act and related secondary legislation, including the EC Commission Regulation EC/809/2004. The Prospectus has been reviewed and approved by the Norwegian Financial Supervisory Authority (Nw.: Finanstilsynet) (the “NFSA”) in accordance with Sections 7-7 and 7-8, cf. Section 7-3, of the Norwegian Securities Trading Act.

This Prospectus has been prepared in connection with (i) the listing on Oslo Børs of 225,400,050 Shares of the Company with a nominal value of USD 2.00 each, together being all the currently issued and outstanding common stock of the Company and (ii) the listing on Oslo Børs of up to 102,475,247 new shares of the Company with a nominal value of USD 2.00 each (the “Consideration Shares”) to be issued as part of the consideration for the proposed merger of Allis-Chalmers Energy Inc (“Allis-Chalmers”) with and into a wholly owned subsidiary of the Company (the “Merger”) (as further described herein), subject to final approval and completion of the Merger.

This Prospectus has been published in an English version only. For the definitions of terms used throughout this Prospectus, see section 15 “Definitions and Glossary of Terms” of this Prospectus.

The term “Manager” refers to RS Platou Markets AS.

The Company has furnished the information in this Prospectus in order to provide a presentation of the Company. Unless otherwise indicated, the source of information included in this Prospectus is the Company. The Manager makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Manager. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited. The Manager disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of the Prospectus or any such statement.

All inquiries relating to this Prospectus should be directed to the Company or the Manager. No other person has been authorized to give any information about, or make any representation on behalf of, the Company in connection with the Prospectus or the Listing, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company or the Manager.

An investment in the Company involves inherent risks. Potential investors should carefully consider the risk factors set out in section 2 “Risk Factors” in addition to the other information contained herein before making any investment decision. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Prospectus are not to be construed as legal, business or tax advice. Any prospective investor should consult with their own legal adviser, business adviser and tax adviser as to legal, business and tax advice.

The delivery of this Prospectus shall under no circumstance create any implication that the information contained herein is correct as of any time subsequent to the date of this Prospectus. However, in accordance with Section 7-15 of the Norwegian Securities Trading Act, every new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Shares and which arises or is noted between the time of approval of the Prospectus and listing of the Consideration Shares on Oslo Børs, will to the extent required be included in a supplement to this Prospectus.

This Prospectus is subject to Norwegian law. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue in the first instance.

The distribution of this Prospectus in certain jurisdictions may be restricted by law. The Company and the

Manager require persons in possession of this Prospectus to inform themselves about and to observe any

such restrictions. This Prospectus serves as a listing Prospectus as required by applicable laws and

regulations only. The Prospectus does not constitute an offer to buy, subscribe or sell any of the securities

described herein, and no securities are being offered or sold pursuant to it.

This prospectus forms no part of the registration statement on Form F-4 being prepared by Seawell in

connection with the registration of the Consideration Shares with the U.S. Securities and Exchange

Commission in accordance with U.S. securities laws.

In the ordinary course of their respective businesses, the Manager and certain of its affiliates have engaged, and may continue to engage, in investment banking transactions with the Company and its subsidiaries.

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Table of contents

1 Summary ......................................................................................................................................... 2

2 Risk Factors .................................................................................................................................. 11

3 Responsibility for the Prospectus ............................................................................................... 26

4 Cautionary Note Regarding Forward-Looking Statements ..................................................... 27

5 Admission to Listing .................................................................................................................... 28

6 Company Overview ..................................................................................................................... 30

7 Board, Executive Management Team and Corporate Governance ........................................ 44

8 Legal and Contractual Matters .................................................................................................. 53

9 Selected Historical Consolidated Financial Information.......................................................... 54

10 Operating and Financial Review and Prospects of Seawell ..................................................... 62

11 Description of Seawell Common Shares .................................................................................... 82

12 The Proposed Merger, Allis-Chalmers Overview and Listing of the Consideration Shares 95

13 Unaudited Pro Forma Condensed Combined and Consolidated Financial Statements ...... 103

14 Additional Information ............................................................................................................. 111

15 Definitions and Glossary ........................................................................................................... 112

Appendices

Appendix 1: Bye-Laws of Seawell Limited ....................................................................................................... A 1

Appendix 2: Seawell Limited Second quarter and six months 2010 results ....................................................... A 19

Appendix 3: Seawell Limited, Consolidated Financial Statements for the Years ended 31 December 2009 and

2008 and Combined and Consolidated Financial Statements for the Year ended 31 December 2007 ............... A 30

Appendix 4: Auditors Statement on Pro Forma ................................................................................................ A 57

Appendix 5: Allis-Chalmers Quarterly Report on Form 10-Q for the quarter ended 30 June 2010 ................... A 58

Appendix 6: Allis-Chalmers’s Annual Report on Form 10-K for the year ended 31 December 2009 ............... A 80

Appendix 7: Allis-Chalmers’s Annual Report on Form 10-K for the year ended 31 December 2008 ............... A 138

Appendix 8: Allis-Chalmers’s Annual Report on Form 10-K for the year ended 31 December 2007 ............... A 192

Appendix 9: Merger Agreement (incl. Amendment Agreement to the Merger Agreement) .............................. A 244

Table of contents

1 Summary.......................................................................................................................... 22 RiskFactors................................................................................................................... 113 ResponsibilityfortheProspectus................................................................................... 264 CautionaryNoteRegardingForward-LookingStatements........................................... 275 AdmissiontoListing...................................................................................................... 286 CompanyOverview....................................................................................................... 307 Board,ExecutiveManagementTeamandCorporateGovernance................................ 448 LegalandContractualMatters....................................................................................... 539 SelectedHistoricalConsolidatedFinancialInformation............................................... 5410 OperatingandFinancialReviewandProspectsofSeawell........................................... 6211 DescriptionofSeawellCommonShares....................................................................... 8212 TheProposedMerger,Allis-ChalmersOverviewandListingofthe ConsiderationShares..................................................................................................... 9513 UnauditedProFormaCondensedCombinedandConsolidatedFinancial Statements.................................................................................................................... 10314 AdditionalInformation................................................................................................ 11115 DefinitionsandGlossary.............................................................................................. 112

Appendices

Appendix1: Bye-LawsofSeawellLimited............................................................................................... A1

Appendix2: SeawellLimitedSecondquarterandsixmonths2010results.............................................. A19

Appendix3: SeawellLimited,ConsolidatedFinancialStatementsfortheYears ended31December2009and2008andCombinedandConsolidated FinancialStatementsfortheYearended31December2007................................................ A30

Appendix4: AuditorsStatementonProForma........................................................................................ A57

Appendix5: Allis-ChalmersQuarterlyReportonForm10-Qforthequarter ended30June2010............................................................................................................... A58

Appendix6: Allis-Chalmers’sAnnualReportonForm10-Kfortheyear ended31December2009...................................................................................................... A80

Appendix7: Allis-Chalmers’sAnnualReportonForm10-Kfortheyear ended31December2008.................................................................................................... A138

Appendix8: Allis-Chalmers’sAnnualReportonForm10-Kfortheyear ended31December2007.................................................................................................... A192

Appendix9: MergerAgreement(incl.AmendmentAgreementtothe MergerAgreement)............................................................................................................. A244

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1 SUMMARY This following summary must be read as an introduction to the Prospectus and in conjunction with it, and is qualified

in its entirety, by the more detailed information in the Prospectus and the Appendices appearing elsewhere in this

Prospectus. Any decision to invest in the securities described herein should be based on consideration of the

Prospectus as a whole, including the documents attached hereto. Following the implementation of the relevant

provisions of the Prospective Directive (Directive 2003/71/EC) in each Member State of the EEA, no civil liability will

attach to those persons who have tabled this summary, including any translation thereof, unless it is misleading,

inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the

information contained in this Prospectus is brought before a court in a Member State of the EEA, the plaintiff investor

might, under the national legislation of the Member State where the claim is brought, be required to bear the costs of

translating the Prospectus before the legal proceedings are initiated.

The summary highlights certain information about the Company. It does not contain all the information that may be

important to you. You should read the entire Prospectus, including the financial statements attached hereto, before

making an investment decision. In particular, you should carefully consider the information set out in section 2 “Risk

Factors”.

All references in this Prospectus to “Seawell”, the “Seawell Group”, “we”, “us” or similar refer to Seawell Limited

together with its consolidated subsidiaries and all references to the “Company” refer to Seawell Limited. For the

definitions or other capitalized terms and certain technical terms and expressions used throughout this Prospectus, see

section 15 “Definitions and Glossary of Terms”.

1.1 Introduction

General

The corporate name of the Company is Seawell Limited. The Company was incorporated on 31 August 2007, with registration number 40612, as a private limited company under the laws of Bermuda.

The Company’s registered office is at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda and the head office of Seawell Management AS is in Løkkeveien 107, P.O.Box 332, 4002 Stavanger, Norway, telephone: +47 51 30 80 00 and telefax: +47 51 30 80 01. Seawell has offices in Stavanger, Bergen, Aberdeen, Newcastle, Rio de Janeiro, Singapore, Lagos, Houston and Esbjerg and a joint venture in Abu Dhabi and Kuala Lumpur. The Company’s web site is www.seawellcorp.com.

History and development of the Company

The Company was established in August 2007 as a wholly owned subsidiary of Seadrill, as a result of the spin off of Seadrill’s well service division.

• Following its acquisition of Seadrill’s Well Service division in October 2007, Seawell acquired a 40.3% interest in a wireline technology company, Wellbore Solutions AS, for a purchase price of NOK 25 million. In 2009, Seawell increased its ownership in Wellbore Solutions AS to 42.6%.

• In April 2008, Seawell acquired Noble Corporation’s North Sea platform drilling division for a purchase price of approximately NOK 168 million. The acquisition included platform drilling contracts on 11 fixed installations covering five different fields on the UK continental shelf.

• In May 2008, Seawell acquired Peak Well Solutions AS, a Norwegian owned oil service company offering products and services for the upstream offshore oil and gas industry. Peak Well Solutions AS performs development, engineering, assembly, testing, sales and operations, plugs and cementing technologies and services. The purchase price for the acquisition was NOK 409.9 million.

• In July 2008, Seawell completed the acquisition of TecWel AS. TecWel AS develops and manufactures proprietary high frequency ultrasound investigation tools and provides cased-hole services within production optimization and well integrity to the oil and gas industry worldwide. The purchase price for the acquisition was NOK 172.7 million.

• In May 2010, Seawell acquired Viking Intervention Technology AS, a company developing an integrated carbon cable intervention system. The purchase price for the acquisition was NOK 50 million, plus an earn-out of up to NOK 25 million.

• In August 2010, Seawell acquired the Rig Inspection Services at a purchase price of SGD 7.5 million plus up to SGD 7.5 million through an earn out mechanism.

• In August 2010, Seawell signed a merger agreement with Allis-Chalmers with an enterprise value (initially calculated) of USD 890 million.

• In August 2010, Seawell raised gross proceeds of USD 430 million through the issuance of 115.4 million shares at NOK 23, in a private placement.

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Business overview

Seawell is a global oilfield service group of companies providing drilling and well services to the oil and natural gas exploration and production industry. Seawell’s core businesses include platform drilling, drilling facility engineering, modular rigs, well intervention and oilfield technology. Seawell is capable of providing a variety of services such as oil and gas exploration and development drilling, well service, platform inspection maintenance and de-commissioning operations. Seawell provides drilling and well services to national oil and gas companies, major integrated energy companies and independent oil and natural gas operators by delivering innovative technologies, engineering expertise and operational excellence in the most cost-efficient manner. With operations in thirteen countries on six continents, the Seawell’s Group operations are supported by a skilled and experienced multinational workforce of approximately 3,200 employees.

Strategic Objective

Seawell’s strategic objective is to build a profitable and high growth oilfield services group of companies focused on offering a differentiated portfolio of products and services through its two business segments, Drilling Services and Well Services. The key strategies to achieve this objective are:

• Developing and maintaining a solid footprint in each of the world’s significant oil producing regions through good customer relationships, strong local presence and superior personnel;

• Developing and providing packaged, integrated services across Seawell’s operating divisions in response to customer requirements; and

• Exploiting opportunities to strengthen Seawell’s service offering by acquiring unique technologies and skills within the drilling and well services market.

1.2 Financial information

1.2.1 Summary of the consolidated financial statements for Seawell Group

The table below sets out a summary of the audited US GAAP consolidated statements of operations for the years ended December 2009 and 2008; the combined and consolidated statements of operations for the year ended 31 December 2007 and the unaudited US GAAP interim consolidated statements of operations for the six months ended 30 June 2010 and 2009.

Seawell Group Six Months ended 30 June Years Ended 31 December

2009 2010 2007

2008 2009

(NOK in millions, except per

share data) (Unaudited) (Unaudited)

Audited Audited Audited

Statement of Operations Data: Operating revenues:

Operating revenues ................. 1,621.4 1,720.2 2,276.4 3,006.2 3,101.2

Reimbursables ......................... 428,6 275.6 451.7 618.5 723.6

Total operating revenues............. 2,050.0 1,995.8 2,728.1 3,624.7 3,824.8

Operating expenses:

Operating expenses ................. 1,351.1 1 397.7 1,896.3 2,538.8 2,538.3

Reimbursables expenses ......... 410.6 268.7 439.0 600.9 692.5 Depreciation and amortization 61.3 67.2 53.6 107.4 131.6

General and administrative expenses .................................. 42.6 57.1 88.6

71.9

103.1

Total operating expenses ............ 1,865.6 1 790.7 2,477.5 3,319.0 3,465.5

Operating income ....................... 184.4 205.1 250.6 305.7 359.3

Financial items:

Interest income ........................ 3.2 2.6 22.1 25.3 5.6 Interest expenses ..................... (49.4) (47.1) (33.7) (148.3) (95.5)

Other financial items ............... 26.7 20.3 3.3 (39.0) (34.4)

Total financial items ................... (19.6) (24.2) (8.3) (162.0) (124.3)

Income before income taxes ....... 164.9 180.9 242.3 143.7 235.0

Income taxes ............................... (45.1) (51.3) (67.8) (24.7) (60.6)

Net income .................................. 119.8 129.6 174.5 119.0 174.4

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Net income attributable to the parent ...................................... 121.0 129.9 175.9 122.5 176.2

Net income attributable to the non-controlling interest ........... (1.2) (0.3) (1.4) (3.5) (1.8)

Basic earnings per share ............. 1.11 1.17 2.07 1.14 1.60 Diluted earnings per share .......... 1.11 1.18 2.06 1.14 1.59 Weighted average number of

common shares outstanding:

Basic ....................................... 110,000,050 110,000,050 85.000.050 107,222,272 110,000,050 Diluted .................................... 110,000,050 110,077,000 85.371.574 107,222,272 110,567,792

The figures are extracted from the Company’s consolidated financial statements for 2008 and 2009, and the

Company’s combined and consolidated financial statements for 2007 and the Company’s interim unaudited

consolidated financial statements for the six month period ended 30 June 2010 and 30 June 2009.

The table below sets out a summary of the audited US GAAP consolidated balance sheet for the years ended 31 December 2009 and 2008, and the unaudited US GAAP unaudited interim consolidated balance sheet for the six months ended 30 June 2010:

Seawell Group As of 30 June

As of 31 December

(NOK in millions) 2010 2008 2009

(Unaudited) Audited Audited

Balance Sheet Data: Cash and cash equivalents ............ 244.6 224.1 236.7 Total assets.................................... 3,584.5 3,447.4 3,339.8 Long-term debt classified as:

Current ...................................... 260.8 218.7 260.8 Long-term ................................. 978.6 1,237.1 987.7

Total shareholders’ equity ............ 748.7 388.1 627.3 Book value per common share ...... 6.81 3.53 5.70

The figures are extracted from the Company’s consolidated balance sheets as of 31 December 2008 and 2009 and the

Company’s interim unaudited consolidated balance sheets as of June 30, 2010.

The Consolidated Financial Statements are included in this Prospectus in Appendices 2-3.

There have been no significant changes in the financial or trading position of in the Seawell Group subsequent to 30 June 2010, other than those described in Section 10.8 “Significant change in the Seawell Group’s financial or trading position”.

Significant Changes

In the period after the balance sheet day of 30 June 2010, Seawell has increased its share capital through a private placement issuing 115,400,000 new shares at NOK 23.0 per share, raising NOK 2,654.2 million in gross proceeds. In addition, the Company entered, on 7 September 2010, into a NOK 1,500 million Revolving Credit Facility Agreement with Danske Bank AS, replacing the NOK 1,500 million Senior Bank Debt Facility Agreement from 2007. On 11 November 2010 Seawell entered into a USD 550 million Multicurrency Term and Revolving Facility Agreement with a syndicate of banks as original lenders as described in section 10.5.2 and 10.8.

Other than this there have been no changes or trends that are significant to the Seawell Group after 30 June 2010, and to the date of this Prospectus.

Working capital

As of date of this Prospectus, the Company is of the opinion that the working capital is sufficient for the Seawell Group’s present requirements.

Capitalization and indebtedness

As of 30 June 2010 (adjusted), the Seawell Group’s total capitalisation was NOK 5,386.3 million, net financial indebtness was NOK (975.9) million and total equity was NOK 3,376.7 million; see Section 10.5.1 for further details.

Research and development and patents and licenses

Seawell holds no patents or licenses that are business critical or any other significant patents.

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Trends

The Seawell Group has not experienced any changes or trends that are significant to the Seawell Group between 31 December 2009, and the date of this Prospectus. See Section 6.16 for further details.

1.2.2 Summary of the consolidated financial statements for Allis-Chalmers

The table below sets out a summary of the audited US GAAP statements of operations for the years ended 31 December 2009, 2008 and 2007, and the unaudited US GAAP interim statements of operations for the six months ended 30 June 2009 and 2010:

Allis-Chalmers Six Months Ended 30

June

Years Ended 31 December

(USD in thousands, except per share data) 2009 2010 2007 2008 2009 (Unaudited) (Unaudited) Audited Audited Audited

Statement of Operations Data: Revenues ........................................................ 257,608 299,014 570,967 675,948 506,253 Operating costs and expenses:

Direct costs ................................................ 190,737 228,438 338,835 443,414 379,437 Depreciation ............................................... 38,552 40,705 50,914 63,460 78,276 Selling, general and administrative ........... 29,165 24,177 61,237 62,774 50,763 Loss (gain) on asset disposition ................. 1,916 - (8,868) (166) 1,602 Impairment of goodwill ............................. - - - 115,774 - Amortization ............................................... 2,374 2,312 4,067 4,212 4,722

Total operating costs and expenses ............... 262,380 295,632 446,185 689,468 514,800 Income (loss) from operations ....................... (4,772) 3,382 124,782 (13,520) (8,547) Other income (expense):

Interest expense ......................................... (26,728) (22,105) (49,534) (48,411) (48,145) Interest income .......................................... 14 454 3,259 5,617 72 Gain on debt extinguishment ..................... 26,365 - - - 26,365 Other .......................................................... (268) (1,818) 776 (563) (798)

Total other expense ....................................... (617) (23,469) (45,499) (43,357) (22,506) Income (loss) before income taxes ................ (5,389) (20,087) 79,283 (56,877) (31,053) Income tax benefit (expense) ........................ 2,694 5,177 (28,843) 17,413 9,863 Net income (loss) .......................................... (2,695) (14,910) 50,440 (39,464) (21,190) Preferred stock dividend ................................. (35) (1,274) - - (1,302) Net income (loss) attributable to common

stockholders ............................................... (2,730) (16,184) 50,440 (39,464) (22,492) Net income attributable to non-controlling

interest ....................................................... - - - - -

Income (loss) per common share:

Basic .......................................................... (0.08) (0.23) 1.48 (1.13) (0.42) Diluted ....................................................... (0.08) (0.23) 1.45 (1.13) (0.42)

Weighted average number of common shares outstanding: Basic .......................................................... 36,087 71,149 34,158 35,052 53,669 Diluted ....................................................... 36,087 71,149 34,701 35,052 53,669

The figures are extracted from the Allis-Chalmers’s consolidated financial statements contained in Allis-Chalmers’s

Annual Report on Form 10-K for the year ended 31 December 2009 and Allis-Chalmers’s interim consolidated

financial statements contained in Quarterly Report on Form 10-Q for the quarter ended 30 June 2010.

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The table below sets out a summary of the audited US GAAP balance sheets for the years ended 31 December 2009 and 2008, and the unaudited US GAAP interim balance sheet for the six months ended 30 June 2010:

Allis-Chalmers As of 30 June, As of 31 December, (USD in thousands, except per share data) 2010 2007 2008 2009

(Unaudited) Audited Audited Audited

Balance Sheet Data: Total assets ................................................... 1,080,574 1,053,585 1,115,051 1,080,620 Long-term debt classified as:

Current ....................................................... 18,596 6,434 14,617 17,027 Long-term ................................................. 470,623 508,300 579,044 475,206

Stockholders’ equity: Convertible perpetual preferred stock ....... 34,183 - - 34,183 Total stockholders’ equity ........................ 470,440 414,329 383,409 483,647

Book value per common share ..................... 6.50 11.80 10.75 6.78 The figures are extracted from the Allis-Chalmers’s consolidated financial statements contained in Allis-Chalmers’s

Annual Report on Form 10-K for the year ended 31 December 2009 and Allis-Chalmers’s interim consolidated

financial statements contained in Quarterly Report on Form 10-Q for the quarter ended 30 June 2010.

1.3 Board, executive management and employees

Board

The Company’s Board currently consists of Jørgen P. Rasmussen (Chairman), Tor Olav Trøim (Deputy Chairman), Kate Blankenship (Director), Cecilie Fredriksen (Director), Fredrik Halvorsen (Director) and Alf R. Løvdal (Director).

Executive management team and employees

The Board has decided that the Company shall have no employees and that all of the Company's executive management requirements shall be contracted in from subsidiaries and third parties.

The Company is party to a general management agreement with Seawell Management Bermuda setting out the terms upon which Seawell Management Bermuda, directly or through sub-contractors, shall provide administrative services required in the day-to-day management of the Company (the "General Management Agreement").

The individuals in the Seawell Group's executive management team with major areas of responsibility for the Company's day-to-day management requirements are:

Thorleif Egeli – Mr. Egeli is the individual who has the overall responsibility for the management services provided to the Company under the General Management Agreement.

Lars Bethuelsen - Mr. Bethuelsen is the individual who has responsibility for the provision of all management services related to the financing and accounting of the Seawell Group within the scope of the General Management Agreement.

Max L. Bouthillette – Mr. Bouthillette is the individual who has responsibility for the coordination of all legal and company secretary services to the Seawell Group within the scope of the General Management Agreement.

Gunnar Lemvik - Mr. Lemvik is the individual who has responsibility for the human resources in the Seawell Group within the scope of the General Management Agreement.

As of 30 June 2010, the Seawell Group has 3,200 employees.

1.4 Major shareholders and related party transactions

Major shareholders

As of 24 November 2010, the five largest shareholders in the Company were:

Shareholder Number of Shares %

1 SEADRILL LTD ................................................................................. 117,798,650 52.26% 2 HEMEN HOLDING LIMITED(1) ....................................................... 20,361,000 9.03% 3 JPMORGAN CLEARING CO* .......................................................... 9,287,629 4.12% 4 AWILCO INVEST AS ........................................................................ 4,271,100 1.89% 5 STATE STREET BANK* ................................................................... 4,159,586 1.85%

* Registered as nominee shareholder with VPS.

(1) Hemen Holding Ltd, or Hemen, is a Cyprus holding company, which is indirectly controlled by trusts established by Mr. John Fredriksen for the benefit of his immediate family. Mr. Fredriksen disclaims beneficial ownership of

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the shares held by Hemen, except to the extent of his voting and dispositive interest in such common shares. Mr. Fredriksen has no pecuniary interest in the shares held by Hemen.

Related party transactions

The Company has related party relationships. For details of the Company’s related party transactions see section 10.7 below in this Prospectus.

1.5 Advisors and auditors

Advisors:

The Manager for the Listing is RS Platou Markets AS.

Wiersholm, Mellbye & Bech, advokatfirma AS has acted as Norwegian legal advisor and Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates has acted as US legal advisor to the Company. Advokatfirmaet Schjødt DA has acted as Norwegian legal advisor to the Manager. Ernst & Young AS has acted as financial due diligence advisor to the Manager.

Auditor:

PricewaterhouseCoopers AS is the Company’s independent auditor. PricewaterhouseCoopers AS is a member of the Norwegian Institute of Public Auditors (Norwegian: “Den Norske Revisorforening”).

1.6 Share Capital

As at the date of this Prospectus, the Company’s authorized share capital is USD 1,200,000,000, divided into 600,000,000 Shares each with a par value of USD 2.00. All Shares in the Company are of the same class.

As at the date of this Prospectus, the issued and outstanding share capital of the Company is USD 450,800,100, consisting of 225,400,050 Shares, each with a par value of USD 2.00. The Shares have all been validly issued and fully paid.

1.7 Additional Information

Bye-Laws

The Bye-Laws of the Company are included as Appendix 1 to this Prospectus.

Documents on display

Copies of the following documents will be available for inspection at the Company’s registered office during normal business hours from Monday to Friday each week (except public holidays) for a period of 12 months from the date of this Prospectus:

i. the Memorandum of Association of the Company;

ii. the Seawell audited Consolidated Financial Statements for the Years ended 31 December 2009 and 2008 and Combined and Consolidated Financial Statements for the Year ended 31 December 2007, and the unaudited interim Consolidated Financial Statements second quarter and the six months ended 30 June 2009 and 2010, and the annual accounts for the Company’s major subsidiaries for 2007-2009;

iii. stock exchange notices, including quarterly reports, distributed by the Company through Oslo Børs’ information system as from 27 October 2010;

iv. all reports, letters, and other documents and statements prepared by any expert at Seawell’s request any part of which is included or referred to in the Prospectus;

v. the Merger Agreement (incl. Amendment Agreement to the Merger Agreement); and

vi. Allis-Chalmers audited Consolidated Financial Statements for the Years ended 31 December 2009, 2008 and 2007, and the unaudited interim Consolidated Financial Statements second quarter and the six months ended 30 June 2009 and 2010.

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1.8 The Listing

Admission to trading ............................ The board of directors of Oslo Børs resolved to admit the Company for listing on Oslo Børs in its meeting on 24 November 2010.

ISIN ...................................................... The Shares has and the Consideration Shares will have ISIN BMG 795601019.

Oslo Børs Ticker Symbol .................... SEAW Listing and Trading of the Shares ........ It is expected that trading in the Shares will commence on Oslo Børs on or

about 26 November 2010. Expenses............................................... The total costs are expected to amount to approximately NOK 4.1 million.

1.9 The Proposed Merger with Allis-Chalmers

On 12 August 2010, the Company, Wellco Sub Company, a wholly owned subsidiary of the Company, incorporated in Delaware for the purpose of the proposed merger and Allis-Chalmers entered into an Agreement and Plan of Merger, which was subsequently amended by an Amendment Agreement, among the same parties, dated as of 1 October 2010 (as amended, the “Merger Agreement”).

Under the Merger Agreement, Wellco Sub Company will, subject to Allis-Chalmers stockholder approval in a special meeting expected to be held within the first quarter of 2011 and fulfillment of other closing conditions, merge with Allis-Chalmers, with Wellco Sub Company being the surviving entity unless the Company exercises its right to cause Allis-Chalmers to be the surviving entity. In either case, as a result of the merger the combined entity will be a wholly owned subsidiary of the Company.

In sections 12.2 “Allis-Chalmers overview and history”, 12.3 “Allis-Chalmers vision and business strategy” and 12.4 “Allis-Chalmers business overview” certain general publicly available information regarding Allis-Chalmers has been included. Section 12.5 contains selected historical consolidated financial information of Allis-Chalmers.

The merger, including certain conditions for closing, is discussed below in section 12.6. Section 12.7 contains a brief overview of combined Seawell and Allis-Chalmers post the proposed merger. Section 12.8 sets forth the anticipated board and management of Seawell following completion of the merger.

The listing on Oslo Børs of the Consideration Shares to be issued to the Allis-Chalmers stockholders electing to receive Consideration Shares as merger consideration in accordance with the Merger Agreement is discussed under section 12.9 “Listing of the Consideration Shares”.

The Merger Agreement is enclosed as Appendix 9 to this Prospectus.

1.10 Summary of risk factors

A number of risk factors may adversely affect Seawell and the Company’s Shares. This section contains only a

summary of risk factors associated with an investment in the Company. It does not contain the necessary information to

assess and understand these risks. In addition to reading the entire Prospectus, including the financial statements

attached hereto, you should therefore carefully consider the information set out in section 2 “Risk Factors” before

making an investment decision. Neither this summary nor the risks described in Section 2 are exhaustive, and other

risks not discussed herein may also affect Seawell. The following risk factors are described in Section 2:

Please note that at the date of this Prospectus there are conditions for closing of the proposed merger of Allis-Chalmers with and into a wholly owned subsidiary of Seawell which remains outstanding, including Allis-Chalmers stockholder approval.

1.10.1 Risks Related to Seawell’s Business

• Global political, economic and market conditions could negatively impact Seawell’s business. • Seawell’s business depends on the level of activity in the exploration and production industry, which is

significantly affected by volatile oil and natural gas prices.

• Seawell’s industry is highly competitive, with intense price competition. Seawell’s inability to compete successfully may reduce its profitability.

• The oilfield service industry is highly cyclical and lower demand and pricing could result in declines in Seawell’s profitability.

• A small number of customers account for a significant portion of Seawell’s total operating revenues, and the loss of, or a decline in the creditworthiness of, one or more of these customers could adversely affect Seawell’s financial condition and results of operations.

• Seawell can provide no assurance that its current backlog of platform drilling revenue will be ultimately realized.

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• Seawell will experience reduced profitability if its customers reduce activity levels or terminate or seek to renegotiate their contracts or if Seawell experiences downtime, operational difficulties, or safety-related issues.

• Seawell’s growth strategy includes making acquisitions, but Seawell may be unable to complete and finance future acquisitions on acceptable terms. In addition, Seawell may fail to successfully integrate assets or businesses it acquires or may incorrectly predict operating results.

• The loss of the services of key executives of Seawell Management AS or the Seawell Group’s failure to attract and retain skilled workers and key personnel could hurt Seawell’s operations.

• Severe weather could have a material adverse impact on Seawell’s business. • Seawell has recorded substantial goodwill as the result of its acquisitions, and goodwill is subject to periodic

reviews of impairment.

• Seawell does business in jurisdictions whose political and regulatory environments and compliance regimes differ.

• Seawell’s results of operations may be adversely affected by currency fluctuations. • Limitations on Seawell’s ability to protect its intellectual property rights, including Seawell’s trade secrets,

could cause a loss in revenue and a reduction in any competitive advantage that Seawell holds.

• Seawell may be subject to litigation if another party claims that Seawell has infringed upon its intellectual property rights.

• Seawell could be adversely affected if it fails to keep pace with technological changes and changes in technology could have a negative result on Seawell’s market share.

• Seawell is subject to numerous governmental laws and regulations, some of which may impose significant liability on Seawell for environmental and natural resource damages.

• Seawell may be subject to claims for personal injury and property damage, which could materially adversely affect Seawell’s financial condition and results of operations.

• Seawell’s insurance coverage has become more expensive, may become unavailable in the future, and may be inadequate to cover Seawell’s losses.

• A significant portion of Seawell’s business is conducted in the North Sea. The mature nature of this region could result in less drilling activity in the area, thereby reducing demand for Seawell’s services.

• Seawell is a holding company, and as a result is dependent on dividends from its subsidiaries to meet its obligations.

• Seawell has a significant level of debt, and could incur additional debt in the future, which could have significant consequences for its business and future prospects.

• Seawell’s credit facility imposes restrictions on Seawell that may limit the discretion of management in operating Seawell’s business and that, in turn, could impair Seawell’s ability to meet its obligations.

• Seawell’s operations are subject to a significant number of tax regimes, and changes in legislation or regulations in any one of the countries in which Seawell operates could negatively and adversely affect Seawell’s results of operations.

• Seawell’s tax liabilities could increase as a result of adverse tax audits, inquiries or settlements. • Seawell is subject to litigation that could have an adverse effect on it. • Seawell’s reputation and its ability to do business may be impaired by corrupt behavior by employees or

agents or those of its affiliates.

1.10.2 Risks Related to the proposed Merger between Allis-Chalmers and Seawell

• Failure to complete the proposed merger timely or at all could disrupt Seawell’s and Allis-Chalmers’ business plans and operations.

• Seawell and Allis-Chalmers may be unable to obtain the regulatory approvals required to complete the proposed merger or may incur significant costs in doing so.

• Seawell and Allis-Chalmers will incur transaction, integration and restructuring costs in connection with the proposed merger.

• The pendency of the proposed merger could adversely affect Seawell and Allis-Chalmers.

1.10.3 Risks Related to Allis-Chalmers’ Business

• Allis-Chalmers’ customers may seek to cancel or renegotiate some of Allis-Chalmers’ Drilling and Completion contracts during periods of depressed market conditions or if Allis-Chalmers experiences operational difficulties.

• If Allis-Chalmers is unable to renew or obtain new and favourable contracts for rigs whose contracts are expiring or are terminated, Allis-Chalmers’ revenues and profitability could be materially reduced.

• An oversupply of comparable rigs in the geographic markets in which Allis-Chalmers competes could depress the utilization rates and dayrates for its rigs and materially reduce its revenues and profitability.

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• The operations and financial condition of Allis-Chalmers’ Drilling and Completion business could be affected by union activity and general labour unrest. Additionally, the labour expenses of Allis-Chalmers’ Drilling and Completion business could increase as a result of governmental regulation of payments to employees.

• Rig upgrade, refurbishment and construction projects are subject to risks, including delays and cost overruns, which could have an adverse effect on Allis-Chalmers’ results of operations and cash flows.

• Historically, Allis-Chalmers has been dependent on several customers operating in a single industry; the loss of one or more customers could adversely affect the financial condition and results of operation of the combined company.

• Argentina continues to face considerable political and economic uncertainty. • Environmental liabilities relating to discontinued operations could result in substantial losses. • Products liability claims relating to discontinued operations could result in substantial losses.

1.10.4 Risks Related to the Combined Business of Seawell and Allis-Chalmers

• Seawell and Allis-Chalmers may not achieve the expected benefits of the proposed merger. • Seawell’s inability to effectively integrate the business and operations of Allis-Chalmers with its own could

disrupt its operations and force Seawell to incur unanticipated costs.

• Following the proposed merger, on a consolidated basis, Seawell will have significantly more debt than prior to the merger, which could adversely affect its business.

• If Seawell is unable to retain key Seawell and/or Allis-Chalmers personnel after the proposed merger is completed, Seawell’s business may suffer.

• The recent Deepwater Horizon incident in the U.S. Gulf of Mexico and its consequences, including the potential enactment of further restrictions or regulations on offshore drilling, could have a material adverse effect on the combined business of Seawell and Allis-Chalmers after the proposed merger is completed.

• A significant portion of Allis-Chalmers’ business is conducted in Argentina. An increase in inflation in Argentina could have a material adverse effect on the combined business of Seawell and Allis-Chalmers following completion of the proposed merger.

1.10.5 Risks Related to Seawell’s Common Shares

• An active public market for the Seawell common shares may not develop, or the Seawell common shares may trade at low volumes, both of which could have an adverse effect on the resale price, if any, of the Seawell common shares.

• The price of Seawell’s common shares has been, and may continue to be, volatile. • An increase in trading activity caused by the increased number of shares of Seawell common shares

outstanding after the proposed merger could cause volatility in the market price of Seawell common shares, and sales of Seawell common shares following the proposed merger could result in a decline in the market price of Seawell common shares.

• Seawell is a Bermuda company, and being a shareholder of a Bermuda company involves different rights and privileges than being a stockholder of a corporation registered in another jurisdiction.

• Because Seawell is organized under the laws of Bermuda, U.S. investors, Norwegian investors and investors in other jurisdictions may face difficulties in protecting their interests, and their ability to protect their rights through the Norwegian courts, the U.S. federal courts and the courts of such other jurisdictions may be limited.

• Seawell may not have sufficient capital in the future to meet its needs. Future financings to provide this capital may dilute shareholders’ ownership in the combined company.

• Seadrill currently controls a substantial ownership stake in Seawell, and after completion of the proposed merger, Seadrill and Lime Rock will control substantial ownership stakes in Seawell, and such interests could conflict with those of Seawell’s other shareholders.

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2 RISK FACTORS

Investing in Seawell involves inherent risks. Prospective investors should consider, among other things, the risk factors

set out in this Prospectus before making an investment decision. The risks described below are not the only ones facing

the Company. Certain factors that also involve risk for Seawell is addressed under sections 6.6 “Seasonality”, 6.7

“Equipment” and 6.11 “Environmental Regulations”. Additional risks not presently known to the Company or that the

Company currently deems immaterial may also impair the Company’s business operations and adversely affect the

price of the Company’s Shares. If any of the risks actually occur, Seawell’s business, financial position and operating

results could be materially and adversely affected.

A prospective investor should consider carefully the factors set forth below, and elsewhere in the Prospectus, and

should consult his or her own expert advisors as to the suitability of an investment in the Shares of the Company.

An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of

investment and who can afford a loss of all or part of the investment. Such information is presented as of the date

hereof and is subject to change, completion or amendment without notice.

All forward-looking statements included in this document are based on information available to the Company on the

date hereof, and the Company assumes no obligation to update any such forward-looking statements. Please refer to

section 4 “Forward-looking statements”.

2.1 Risks Related to Seawell’s Business

Global political, economic and market conditions could negatively impact Seawell’s business.

Seawell’s operations are affected by global political, economic and market conditions. The current worldwide economic downturn has reduced the availability of liquidity and credit to fund business operations worldwide and has adversely affected Seawell’s customers, suppliers and lenders. In addition, as a result of the current economic downturn, reduced demand for drilling and well services has negatively impacted Seawell’s activity levels and pricing for its services, adversely affecting Seawell’s financial condition and results of operations. The economic downturn has led to a decline in energy consumption, which has materially and adversely affected Seawell’s results of operations. Continued hostilities in the Middle East and West Africa and the occurrence or threat of terrorist attacks against the United States or other countries could contribute to the economic downturn in the economies of the United States and other countries in which Seawell operates. A sustained or deeper recession could further limit economic activity and thus result in an additional decrease in energy consumption, which in turn could cause Seawell’s revenues and margins to further decline and limit Seawell’s future growth prospects.

Seawell’s business depends on the level of activity in the exploration and production industry, which is significantly

affected by volatile oil and natural gas prices.

Seawell’s business depends on the level of activity of oil and natural gas exploration, development and production in the North Sea and internationally, and in particular, the level of exploration, development and production expenditures of Seawell’s customers. Demand for Seawell’s drilling and well services is adversely affected by declines in exploration, development and production activity associated with depressed oil and natural gas prices. Even the perceived risk of a decline in oil or natural gas prices often causes exploration and production companies to reduce their spending. The worldwide deterioration in the financial and credit markets, which began in the second half of 2008, resulted in diminished demand for oil and gas and significantly lower oil and natural gas prices. The significant decline in oil and natural gas prices caused many of Seawell’s customers to reduce their activities and spending in 2009, and these reduced levels of activity and spending could continue through 2010 and beyond. In addition, higher prices do not necessarily translate into increased drilling activity since Seawell’s clients’ expectations about future commodity prices typically drive demand for Seawell’s services. Oil and natural gas prices are extremely volatile. On July 2, 2008 natural gas prices were USD13.31 per million British thermal unit, or MMBtu, at the Henry Hub. They subsequently declined sharply, reaching a low of USD1.88 per MMBtu at the Henry Hub on September 4, 2009. As of 30 September 2010, the closing price of natural gas at the Henry Hub was USD3.83 per MMBtu. The spot price for West Texas intermediate crude has in the last few years ranged from a high of USD145.29 per barrel as of July 3, 2008, to a low of USD31.41 per barrel as of 22 December 2008, with a closing price of USD79.97 per barrel as of 30 September 2010. Oil and natural gas prices are affected by numerous factors, including the following:

• the demand for oil and natural gas in Europe, the United States and elsewhere; • the cost of exploring for, developing, producing and delivering oil and natural gas; • political, economic and weather conditions in Europe, the United States and elsewhere; • advances in exploration, development and production technology; • the ability of the Organization of Petroleum Exporting Countries, commonly called OPEC, to set and maintain oil

production levels and pricing;

• the level of production in non-OPEC countries;

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• domestic and international tax policies and governmental regulations; • the development and exploitation of alternative fuels, and the competitive, social and political position of natural

gas as a source of energy compared with other energy sources;

• the policies of various governments regarding exploration and development of their oil and natural gas reserves; • the worldwide military and political environment and uncertainty or instability resulting from an escalation or

additional outbreak of armed hostilities or other crises in the Middle East, West Africa and other significant oil and natural gas producing regions; and

• acts of terrorism or piracy that affect oil and natural gas producing regions, especially in Nigeria, where armed conflict, civil unrest and acts of terrorism have recently increased.

Seawell’s industry is highly competitive, with intense price competition. Seawell’s inability to compete successfully

may reduce its profitability.

Seawell’s industry is highly competitive. Seawell’s contracts are traditionally awarded on a competitive bid basis, with pricing often being the primary factor in determining which qualified contractor is awarded a job, although each contractor’s technical capability, safety performance record and reputation for quality also can be key factors in the determination.

Several other oilfield services companies are larger than Seawell and have resources that are significantly greater than Seawell’s resources. These competitors may be able to better withstand industry downturns, compete on the basis of price, and acquire new equipment and technologies, all of which could affect Seawell’s revenues and profitability. These competitors compete with Seawell both for customers and for acquisitions of other businesses. This competition may cause Seawell’s business to suffer. Seawell’s management believes that competition for contracts will continue to be intense in the foreseeable future.

The oilfield service industry is highly cyclical and lower demand and pricing could result in declines in Seawell’s

profitability.

Historically, the oilfield service industry has been highly cyclical, with periods of high demand and favorable pricing often followed by periods of low demand and sharp reduction in pricing power. Periods of decreased demand or increased supply intensify the competition in the industry. As a result of the cyclicality of Seawell’s industry, management expects Seawell’s results of operations to be volatile and to decrease during market declines such as the downturn Seawell is currently experiencing.

A small number of customers account for a significant portion of Seawell’s total operating revenues, and the loss of,

or a decline in the creditworthiness of, one or more of these customers could adversely affect Seawell’s financial condition and results of operations.

Seawell derives a significant amount of its total operating revenues from a few energy companies. During the six months ended 30 June 2010, contracts from Statoil, BP, ConocoPhillips and Shell accounted for 49%, 10%, 11% and 6% of Seawell’s total operating revenues. In the year ended 31 December 2009, Statoil, BP and Shell accounted for approximately 51%, 16% and 6% of Seawell’s total operating revenues, respectively. Seawell’s financial condition and results of operations will be materially adversely affected if these customers interrupt or curtail their activities, terminate their contracts with Seawell, fail to renew their existing contracts or refuse to award new contracts to Seawell, and Seawell is unable to enter into contracts with new customers at comparable dayrates. The loss of any significant customer could adversely affect Seawell’s financial condition and results of operations.

Additionally, this concentration of customers may increase Seawell’s overall exposure to credit risk. Seawell’s customers will likely be similarly affected by changes in economic and industry conditions. Seawell’s financial condition and results of operations will be materially adversely affected if one or more of its significant customers fails to pay Seawell or ceases to contract with Seawell for its services on terms that are favorable to Seawell or at all.

Seawell can provide no assurance that its current backlog of platform drilling revenue will be ultimately realized.

As of 30 June 2010, Seawell’s total platform drilling and well services backlog was approximately NOK 8 billion. The Norwegian krone amount of Seawell’s backlog does not necessarily indicate actual future revenue or earnings related to the performance of that work. Management calculates its contract revenue backlog, or future contracted revenue, as the contract dayrate multiplied by the number of days remaining on the contract, assuming full utilization and excluding revenues for contract preparation and customer reimbursables. Seawell may not be able to perform under its contracts due to various operational factors, including unscheduled repairs, maintenance, operational delays, health, safety and environmental incidents, weather events in the North Sea and elsewhere and other factors (some of which are beyond Seawell’s control), and Seawell’s customers may seek to cancel or renegotiate Seawell’s contracts for various reasons, including the current financial downturn or falling commodity prices. In some of the contracts, Seawell’s customer has the right to terminate the contract without penalty and in certain instances, with little or no notice. Seawell’s inability or the inability of its customers to perform their respective contractual obligations may have a material adverse effect on Seawell’s financial position, results of operations and cash flows.

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Seawell will experience reduced profitability if its customers reduce activity levels or terminate or seek to renegotiate

their contracts or if Seawell experiences downtime, operational difficulties, or safety-related issues.

Currently, Seawell’s platform drilling contracts with major customers are dayrate contracts, pursuant to which Seawell charges a fixed charge per day regardless of the number of days needed to drill the well. Likewise, under Seawell’s current well services contracts, Seawell charges a fixed daily fee. During depressed market conditions, a customer may no longer need services that are currently under contract or may be able to obtain comparable services at a lower daily rate. As a result, customers may seek to renegotiate the terms of their existing platform drilling contracts or avoid their obligations under those contracts. In addition, Seawell’s customers may have the right to terminate, or may seek to renegotiate, existing contracts if Seawell experiences downtime, operational problems above the contractual limit or safety-related issues or in other specified circumstances, which include events beyond the control of either party.

Some of Seawell’s contracts with its customers include terms allowing the customer to terminate the contracts without cause, with little or no prior notice and without penalty or early termination payments. In addition, under some of its existing contracts, Seawell could be required to pay penalties if such contracts are terminated due to downtime, operational problems or failure to perform. Some of Seawell’s other contracts with customers may be cancelable at the option of the customer upon payment of a penalty, which may not fully compensate Seawell for the loss of the contract. Early termination of a contract may result in Seawell’s employees being idle for an extended period of time. The likelihood that a customer may seek to terminate a contract is increased during periods of market weakness. If Seawell’s customers cancel or require Seawell to renegotiate some of its significant contracts, and Seawell is unable to secure new contracts on substantially similar terms, or if contracts are suspended for an extended period of time, Seawell’s revenues and profitability would be materially reduced.

Seawell’s growth strategy includes making acquisitions, but Seawell may be unable to complete and finance future

acquisitions on acceptable terms. In addition, Seawell may fail to successfully integrate assets or businesses it

acquires or may incorrectly predict operating results.

As part of its growth strategy, Seawell may consider future acquisitions which could involve the payment by Seawell of a substantial amount of cash, the incurrence of a substantial amount of debt, the issuance of a substantial amount of equity or a combination of the foregoing. If Seawell is restricted from using cash or incurring debt to fund a potential acquisition, Seawell may not be able to issue; on terms it finds acceptable, sufficient equity to complete an acquisition or investment.

Management cannot predict the effect, if any, that any announcement or consummation of an acquisition would have on the trading price of Seawell’s common shares.

Any future acquisitions could present a number of risks, including:

• the risk of incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

• the risk of failing to integrate the operations or management of any acquired operations or assets successfully and timely; and

• the risk of diversion of management’s attention from existing operations or other priorities.

If Seawell is unsuccessful in integrating its acquisitions in a timely and cost-effective manner, Seawell’s financial condition and results of operations could be adversely affected.

The loss of the services of key executives of Seawell Management AS or the Seawell Groups’s failure to attract and

retain skilled workers and key personnel could hurt Seawell’s operations.

Seawell is dependent upon the efforts and skills of certain Directors and executives employed by Seawell Management AS to manage Seawell’s business, identify and consummate additional acquisitions and obtain and retain customers.

In addition, Seawell and its competitors are dependent upon the available labor pool of skilled employees. Seawell’s development and expansion will require additional experienced management and operations personnel. No assurance can be given that Seawell will be able to identify and retain these employees. Seawell competes with other oilfield services businesses and other employers to attract and retain qualified personnel with the technical skills and experience required to provide Seawell’s customers with the highest quality service. A shortage of skilled workers, increases in wage rates or changes in applicable laws and regulations could make it more difficult for Seawell to attract and retain personnel and could require Seawell to enhance its wage and benefits packages. There can be no assurance that labor costs will not increase. Any increase in Seawell’s operating costs could cause its business to suffer.

Severe weather could have a material adverse impact on Seawell’s business.

Seawell’s business could be materially and adversely affected by severe weather. Repercussions of severe weather conditions may include:

• curtailment of services; • weather-related damage to facilities and equipment resulting in suspension of operations;

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• inability to deliver materials to job sites in accordance with contract schedules; and • loss of productivity.

A substantial portion of Seawell’s revenue from operations is generated from work performed in the North Sea. Adverse weather conditions during the winter months in the North Sea usually result in low levels of offshore activity. Further, in Brazil, where Seawell also generates a significant portion of revenue from operations, adverse weather conditions affect Seawell’s results of operations. Optimal weather conditions offshore Brazil normally exist only from October to April and most offshore operations in this region are scheduled for that period. Additionally, during certain periods of the year, Seawell may encounter adverse weather conditions such as tropical storms. Adverse seasonal weather conditions limit Seawell’s access to job sites and its ability to service wells in affected areas. During periods of curtailed activity due to adverse weather conditions, Seawell continues to incur expenses, but its revenues could be delayed or reduced.

Seawell has recorded substantial goodwill as the result of its acquisitions and goodwill is subject to periodic reviews

of impairment.

Seawell performs purchase price allocations to intangible assets when it makes acquisitions. The excess of the purchase price after allocation of fair values to tangible assets is allocated to identifiable intangibles and thereafter to goodwill. Seawell conducts periodic reviews of goodwill for impairment in value. Any impairment would result in a non-cash charge against earnings in the period reviewed, which may or may not create a tax benefit, and would cause a corresponding decrease in shareholders’ equity. In the event that market conditions deteriorate or there is a prolonged downturn, Seawell may be required to record an impairment of goodwill, and such impairment could be material.

Seawell does business in jurisdictions whose political and regulatory environments and compliance regimes differ

Risks associated with Seawell’s operations in foreign areas include, but are not limited to:

• political, social and economic instability, war and acts of terrorism; • potential seizure, expropriation or nationalization of assets; • damage to Seawell’s equipment or violence directed at its employees, including kidnappings and piracy; • increased operating costs; • complications associated with repairing and replacing equipment in remote locations; • repudiation, modification or renegotiation of contracts, disputes and legal proceedings in international

jurisdictions;

• limitations on insurance coverage, such as war risk coverage in certain areas; • import-export quotas; • confiscatory taxation; • work stoppages or strikes; • unexpected changes in regulatory requirements; • wage and price controls; • imposition of trade barriers; • imposition or changes in enforcement of local content laws; • the inability to collect or repatriate currency, income, capital or assets; • foreign currency fluctuations and devaluation; and • other forms of government regulation and economic conditions that are beyond Seawell’s control.

Part of Seawell’s strategy is to prudently and opportunistically acquire businesses and assets that complement Seawell’s existing products and services, and to expand Seawell’s geographic footprint. If Seawell makes acquisitions in other countries, Seawell may increase its exposure to the risks discussed above.

Seawell’s platform drilling and well service operations are subject to various laws and regulations in countries in which Seawell operates, including laws and regulations relating to currency conversions and repatriation, oil and natural gas exploration and development, taxation of offshore earnings and earnings of expatriate personnel, the use of local employees and suppliers by foreign contractors and duties on the importation and exportation of supplies and equipment. Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and natural gas and other aspects of the oil and natural gas industries in their countries. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil and natural gas companies and may continue to do so. Operations in developing countries can be subject to legal systems which are not as predictable as those in more developed countries, which can lead to greater risk and uncertainty in legal matters and proceedings.

In some jurisdictions Seawell is subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect Seawell’s ability to compete. Additionally, Seawell’s operations in some jurisdictions may be significantly affected by union activity and general labor unrest. In Argentina and Brazil, where Seawell will have increased operations as a result of the proposed merger, labor organizations have

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substantial support and have considerable political influence. The demands of labor organizations in Argentina have increased in recent years as a result of the general labor unrest and dissatisfaction resulting from the disparity between the cost of living and salaries in Argentina as a result of the devaluation of the Argentine Peso. There can be no assurance that Seawell’s operations in Argentina will not face labor disruptions in the future or that any such disruptions will not have a material adverse effect on Seawell’s financial condition or results of operations.

Seawell’s results of operations may be adversely affected by currency fluctuations.

Due to its international operations, Seawell may experience currency exchange losses when revenues are received and expenses are paid in nonconvertible currencies or when Seawell does not hedge an exposure to a foreign currency. Seawell may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available to the country of operation, controls over currency exchange or controls over the repatriation of income or capital. Seawell attempts to limit the risks of currency fluctuation and restrictions on currency repatriation where possible by obtaining contracts providing for payment of a percentage of the contract indexed to the U.S. dollar exchange rate. To the extent possible, Seawell seeks to limit its exposure to local currencies by matching the acceptance of local currencies to Seawell’s local expense requirements in those currencies. Seawell may not be able to take these actions in the future, thereby exposing it to foreign currency fluctuations that could cause Seawell’s results of operations, financial condition and cash flows to deteriorate materially.

Limitations on Seawell’s ability to protect its intellectual property rights, including Seawell’s trade secrets, could

cause a loss in revenue and a reduction in any competitive advantage that Seawell holds.

Some of Seawell’s products or services, and the processes Seawell uses to produce or provide them, have been granted patent protection, have patent applications pending or are trade secrets. Seawell’s business may be adversely affected if Seawell’s patents are unenforceable, the claims allowed under Seawell’s patents are not sufficient to protect the technology, Seawell’s patent applications are denied, or Seawell’s trade secrets are not adequately protected. In addition, Seawell’s competitors may be able to develop technology independently that is very similar to Seawell’s without infringing on Seawell’s patents or gaining access to Seawell’s trade secrets.

Seawell may be subject to litigation if another party claims that Seawell has infringed upon its intellectual property

rights.

Third parties could assert that the tools, techniques, methodologies, programs and components Seawell uses to provide its services infringe upon the intellectual property rights of others. Infringement claims generally result in significant legal and other costs and may distract management from running Seawell’s core business. Additionally, if any of these claims were to be successful, developing non-infringing technologies and/or making royalty payments under licenses from third parties, if available, would increase Seawell’s costs. If a license were not available Seawell might not be able to continue to provide a particular service or product, which could adversely affect Seawell’s financial condition, results of operations and cash flows.

Seawell could be adversely affected if it fails to keep pace with technological changes and changes in technology

could have a negative result on Seawell’s market share.

Seawell provides platform drilling and well services in increasingly challenging offshore environments. To meet its clients’ needs, Seawell must continually develop new, and update existing, technology for the services it provides. In addition, rapid and frequent technology and market demand changes can render existing technologies obsolete, requiring substantial new capital expenditures, and could have a negative impact on Seawell’s market share. Any failure by Seawell to anticipate or to respond adequately to changing technology, market demands and client requirements could adversely affect Seawell’s business and financial results.

Seawell is subject to numerous governmental laws and regulations, some of which may impose significant liability

on Seawell for environmental and natural resource damages.

Seawell is subject to various local and foreign laws and regulations, including those relating to the energy industry in general and the environment in particular, and may be required to make significant capital expenditures to comply with laws and the applicable regulations and standards of governmental authorities and organizations. Moreover, the cost of compliance could be higher than anticipated. Seawell’s operations are subject to compliance with the U.S. Foreign Corrupt Practices Act, certain international conventions and the laws, regulations and standards of other foreign countries in which Seawell operates. It is also possible that existing and proposed governmental conventions, laws, regulations and standards, including those related to climate and emissions of “greenhouse gases,” may in the future add significantly to Seawell’s operating costs or limit Seawell’s activities or the activities and levels of capital spending by Seawell’s customers.

In addition, many aspects of Seawell’s operations are subject to laws and regulations that relate, directly or indirectly, to the oilfield services industry, including laws requiring Seawell to control the discharge of oil and other contaminants into the environment or otherwise relating to environmental protection. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and even criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that may limit or prohibit Seawell’s operations. Laws and regulations

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protecting the environment have become more stringent in recent years and may, in certain circumstances, impose strict liability, rendering Seawell liable for environmental and natural resource damages without regard to negligence or fault on its part. These laws and regulations may expose Seawell to liability for the conduct of, or conditions caused by, others or for acts that were in compliance with all applicable laws at the time the acts were performed. The application of these requirements, the modification of existing laws or regulations or the adoption of new laws or regulations curtailing exploration and production activity could materially limit Seawell’s future contract opportunities, materially increase Seawell’s costs or both.

Seawell may be subject to claims for personal injury and property damage, which could materially adversely affect

Seawell’s financial condition and results of operations.

Substantially all of Seawell’s operations are subject to hazards that are customary for exploration and production activity, including blowouts, reservoir damage, loss of well control, cratering, oil and gas well fires and explosions, natural disasters, pollution and mechanical failure. Any of these risks could result in damage to or destruction of drilling equipment, personal injury and property damage, suspension of operations or environmental damage. Seawell may also be subject to property, environmental and other damage claims by oil and natural gas companies and other businesses operating offshore and in coastal areas. Litigation arising from an accident at a location where Seawell’s products or services are used or provided may cause Seawell to be named as a defendant in lawsuits asserting potentially large claims. Generally, Seawell’s contracts provide for the division of responsibilities between Seawell and its customer, and consistent with standard industry practice, Seawell’s clients generally assume, and indemnify Seawell against, some of these risks. In particular, contract terms genereally provide that Seawell’s customer, the operator, will retain liability and indenify Seawell for (i) environmental pollution caused by any oil, gas, or other fluids and pollutants originating from below the seabed, (ii) damage to customer and third-party equipment and property including any damage to the sub-surface and reservoir and (iii) personal injury to or death of customer personell. There can be no assurance, however, that these clients will necessarily be financially able to indemnify Seawell against all risks. Also, Seawell may be effectively prevented from enforcing these indemnities because of the nature of Seawell’s relationship with some of its larger clients. Additionally, from time to time Seawell may not be able to obtain agreement from its customers to indemnify Seawell for such damages and risks.

To the extent that Seawell is unable to transfer such risks to customers by contract or indemnification agreements, Seawell generally seeks protection through customary insurance to protect its business against these potential losses. However, Seawell has a significant amount of self-insured retention or deductible for certain losses relating to general liability and property damage. There is no assurance that such insurance or indemnification agreements will adequately protect Seawell against liability from all of the consequences of the hazards and risks described above. The occurrence of an event for which Seawell is not fully insured or indemnified against, or the failure of a customer or insurer to meet its indemnification or insurance obligations, could result in substantial losses.

Seawell’s insurance coverage has become more expensive, may become unavailable in the future, and may be

inadequate to cover Seawell’s losses.

Seawell’s insurance coverage is subject to certain significant deductibles and levels of self-insurance, does not cover all types of losses and, in some situations, may not provide full coverage for losses or liabilities resulting from Seawell’s operations. In addition, Seawell is likely to continue experiencing increased costs for available insurance coverage, which may impose higher deductibles and limit maximum aggregated recoveries. For example, the Deepwater Horizon rig explosion in the Gulf of Mexico may lead to further tightening of an increasingly difficult market for insurance coverage. Insurers may not continue to offer the type and level of coverage which Seawell currently maintains, and its costs may increase substantially as a result of increased premiums, potentially to the point where coverage is not available on economically manageable terms. Should liability limits be increased via legislative or regulatory action, it is possible that Seawell may not be able to insure certain activities to a desirable level. If liability limits are increased and/or the insurance market becomes more restricted, Seawell’s business, financial condition and results of operations could be materially adversely affected.

Insurance costs may also increase in the event of ongoing patterns of adverse changes in weather or climate. Seawell may not be able to obtain customary insurance coverage in the future, thus putting Seawell at a greater risk of loss due to severe weather conditions and other hazards. Moreover, Seawell may not be able to maintain adequate insurance in the future at rates management considers reasonable or be able to obtain insurance against certain risks.

A significant portion of Seawell’s business is conducted in the North Sea. The mature nature of this region could

result in less drilling activity in the area, thereby reducing demand for Seawell’s services.

The North Sea is a mature oil and natural gas production region that has experienced substantial seismic survey and exploration activity for many years. Because a large number of oil and natural gas prospects in this region have already been drilled, additional prospects of sufficient size and quality could be more difficult to identify. Oil and natural gas companies may be unable to obtain financing necessary to drill prospects in this region. The decrease in the size of oil and natural gas prospects, the decrease in production or the failure to obtain such financing may result in reduced drilling activity in the North Sea and reduced demand for Seawell’s services.

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Seawell is a holding company, and as a result is dependent on dividends from its subsidiaries to meet its obligations.

Seawell is a holding company and does not conduct any business operations of its own. Seawell’s principal assets are the equity interests it owns in its operating subsidiaries, either directly or indirectly. As a result, Seawell is dependent upon cash di