exv10w1



 






EXHIBIT 10.1




SHARE PURCHASE AGREEMENT



This Share Purchase Agreement (the “Agreement”) is entered into on this 12th day of December, 2005
by and between:





	(1)	 	Nora Smedvig, Peter T. Smedvig, Hjørdis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig
Capital AS (each a “Seller”, collectively the “Sellers”)




and





	(2)	 	Noble Corporation (the “Buyer”, together with the Sellers referred to as the “Parties”,
individually a “Party”)




WHEREAS:—





	(A)	 	Peter T. Smedvig, HKS AS, Petrus AS, AS Veni and Peder Smedvig Capital AS (the “PSCI
Shareholder”) own all 9,002 shares, constituting 100% of shares (the “PSCI Shares”) in Peder
Smedvig Capital I AS (“PSCI”), and PSCI is the owner of 18,856,098 A-shares and 2,501,374
B-shares in Smedvig ASA;






	(B)	 	Nora Smedvig, Peter T. Smedvig, Hjørdis Smedvig and AS Veni are the owners of a total of
2,852,756 A-shares in Smedvig ASA, of which 2,239,502 are subject to the terms of this
Agreement (which shares are hereinafter collectively the “Smedvig Shares”, together with the
PSCI Shares referred to as the “Sale Shares”)
	 
	(C)	 	Subject to the terms and conditions set out herein, the Sellers wish to sell, and the Buyer
wishes to purchase, all of the Sale Shares;




NOW, THEREFORE, the Parties have agreed as follows:





	1.	 	Subject to the terms of this Agreement, the Sellers hereby sell, and Buyer hereby purchases
all of the Sale Shares. The ownership of each Seller in respect of the relevant Sale Shares is
set out in Appendix 1 hereto.
	 
	2.	 	The purchase price for the PSCI Shares is NOK 460,611.61 per share (derived from the value of
its A- and B-shares divided with the 9,002 shares in PSCI), totalling NOK 4,146,425,700, which
amount shall be increased adjusted NOK for NOK (i) for any cash held by PSCI on the Closing
Date (as defined below, and expected to be in the range of NOK 17 mill.).






	 	 	The purchase price for the Smedvig Shares is NOK 200 per share, totalling NOK 447,900,400.






 









 









	 	 	Accordingly, the total consideration payable for the Sale Shares amount to NOK
4,594,326,100, subject to any adjustment as set out in the first and/or 7th
paragraph of this Clause 2 (the “Purchase Price”).
	 
	 	 	The Purchase Price shall be paid into account no. 6350.05.19330 (Swift: NDEANOKK/IBAN: NO39
63500519330) with Nordea Bank Norge ASA, P.O.Box 750, 4004 Stavanger in the name of Peder
Smedvig AS for distribution between the Sellers as per separate agreement among themselves.
	 
	 	 	The Purchase Price shall be payable on 23 December 2005 (the “Closing Date”) for same day
value against transfer of the Sale Shares to the Buyer. The transfer of title to the PSCI
Shares shall be recorded in the share register of PSCI simultaneous with the payment of the
Purchase Price, and title to the Smedvig Shares shall be registered with the Securities
Register (Verdipapir-sentralen) as soon as practically possible following instructions in
respect thereof being given by the relevant Sellers to their account manager(s)
simultaneous with transfer of the Purchase Price.
	 
	 	 	It is acknowledged and agreed that, in the event the Buyer (or any affiliated party of the
Buyer) during the 12 month period from the date hereof shall sell or purchase (in a market
transaction or by way of a public offer) any A-shares and/or B-shares in Smedvig ASA or any
options or other rights to such shares at a total price per share higher than, in the case
of the A-shares, NOK 200 per such share, and/or, in the case of B-shares NOK 150 per such
share, the purchase price for the relevant Sales Shares shall be adjusted accordingly, NOK
for NOK, and be payable to the relevant Sellers within 7 days from the completion of any
such transaction (but in the case of any option, derivative contract or other arrangement
in respect of the underlying transaction, regardless of whether the completion takes place
within the said 12 month period).
	 
	 	 	In case of delayed payment of the Purchase Price or adjusted part thereof as per the
preceding paragraph (or any part thereof) the Buyer shall pay default interest at a rate of
9% (nine per cent) per annum from the relevant due date until payment in full has been
received by the relevant sellers.






	3.	 	Each Seller represents and warrants that as far as such Seller is concerned






	 	(i)	 	such Seller is the sole owner of the relevant Sale Shares set out opposite
its name in Appendix 1 hereto;
	 
	 	(ii)	 	the Sale Shares sold by such Seller (and the 18,856,098 A-shares and
2,501,374 B-shares in Smedvig owned by PSCI) are free of any liens, charges or other
encumbrances of any nature, and there are no restrictions, pre-emptive rights or other
corporate or contractual hindrances which have not been waived or shareholder consents
required which affect the valid sale and transfer to the Buyer of the relevant Sale
Shares.






 









 









	4.	 	The Sellers make no representation of any nature in respect of the affairs or financial
condition of Smedvig ASA or its subsidiaries. It is mutually acknowledged and agreed that the
Buyer has made his investment decision on the basis of publicly available information and such
considerations and assessments as he has made on an independent basis.
	 
	5.	 	Each PSCI Shareholder represents and warrants on a several basis in accordance with their
relevant proportionate selling interest in relation to the PSCI Shares as set out in Appendix
1 that, in respect of PSCI:






	 	(i)	 	it is a Norwegian private limit liability company, duly incorporated and
validly existing under the laws of Norway;
	 
	 	(ii)	 	its share capital amounts to NOK 301,604,164, divided into 9,002 shares, each
with a par value of NOK 33,504.128416 per share, fully paid;
	 
	 	(iii)	 	its articles of association are as set out in Appendix 2 hereto, and
no resolution has been proposed or adopted to make any change thereto;
	 
	 	(iv)	 	its unaudited financial accounts per 12 December, 2005, attached as
Appendix 3 hereto, have been prepared in accordance with Norwegian generally
accepted accounting principles and give a fair and true view of its financial
condition as at such date, and that as of the Closing Date no liabilities of any
nature (actual, contingent or otherwise) other than those reflected in the said
accounts and the notes thereto have been incurred since 12 December, 2005;
	 
	 	(v)	 	it is not involved in any dispute of any nature, and no litigation or claim
is pending or has been notified or threatened.






	6.	 	The Buyer represents and warrants that it has taken all requisite corporate action for it to
enter into this Agreement and perform its obligations hereunder. The Sellers represent and
warrant that the aggregate number of A-shares in Smedvig constituting part of the Sale Shares
(directly and indirectly) constitute less than 40 percent of the issued and outstanding
A-shares in Smedvig.
	 
	7.	 	The Buyer undertakes to propose and vote in favour of a name change so that the “Smedvig”
name will be removed from the name of Smedvig ASA and its subsidiaries and thereafter not be
used by the alien group of companies. The Buyer will present such proposal as soon as
reasonably practical and feasible, but in any event before 24 months from the date of this
Agreement.
	 
	 	 	The Buyer undertakes to cause the company name of PSCI to be changed so that the “Smedvig”
name will be removed no later than by 31 December 2005.
	 
	8.	 	The Parties will, immediately following the signature of this Agreement issue mutually agreed
press releases which, in the case of the Sellers, shall read as set out in Appendix 4,
and, in the case of the Buyer, as set out in Appendix 5 hereto.






 









 









	9.	 	Each Party shall cover its own expenses and disbursements incurred in connection with the
preparation, negotiation and implementation of this Agreement.
	 
	10.	 	This Agreement is final and binding, and unconditional (except as explicitly stated herein).
	 
	11.	 	This Agreement shall be governed by Norwegian law. Any dispute, which can not be settled
amicably, shall be referred to arbitration in accordance with the Norwegian Arbitration Act.
Each Party shall, within 30 days of a written request to instigate arbitration proceedings,
appoint one arbitrator, and the two arbitrators so appointed shall jointly appoint a third
arbitrator, who shall act as the chairman of the arbitration panel. If a Party fails to
appoint an arbitrator within the specified period, or the two appointed arbitrators have not
agreed on the appointment of the chairman within 30 days from the appointment of the last of
the two arbitrators, the relevant appointment shall be made by the Chief Justice of the Oslo
City Court.
	 
	 	 	Each Party may require that the arbitration proceedings be held in the English language,
and that all briefs, documents and other written materials be prepared in the English
language or with an authorised English translation of any non-English material. The
arbitration award shall, except as otherwise permitted under the Arbitration Act, be final
and binding on the parties.
	 
	 	 	The parties agree to conclude a separate agreement on confidentiality pertaining to the
arbitration proceedings and the non-publication of the award if proceedings are commenced.




This Agreement has been executed by fax on the date hereof, following which it will be re-executed
in 2 original counterparts, of which the Buyer and Peter T Smedvig retains one original each, and
each of the Sellers (other than Peter T Smedvig) receives a certified copy.




As Sellers:




	 	 	 
	/s/ Odd Torland

	 	/s/ Odd Torland
	 

	 	 
	for Nora Smedvig

	 	for Peter T. Smedvig
	 
	 	 
	/s/ Odd Torland

	 	/s/ Odd Torland
	 

	 	 
	for Hjørdis Smedvig

	 	HKS AS






 









 






	 	 	 
	/s/ Odd Torland

	 	/s/ Odd Torland
	 

	 	 
	AS Veni

	 	Petrus AS
	 
	 	 
	/s/ Odd Torland
	 	 
	 

Peder Smedvig Capital AS

	 	 
	 
	 	 
	As Buyer:
	 	 
	 
	 	 
	/s/ James C. Day
	 	 
	 

Noble Corporation

	 	 
	James C. Day, Chairman, Chief Executive Officer
and President
	 	 







 










 




Appendices
1 through 5



[Appendices 1 through 5 shall be furnished to
the Commission upon request.]