Early Warning Report filed under National Instrument 62-103



    TORONTO, April 28 /CNW/ -

    
    1.  Name and address of the Offeror

        Offshore Holding AS ("Offshore")
        Lysaker Torg 12
        1366 Lysaker
        Norway

    2.  The designation and number or principal amount of securities and the
        Offeror's securityholding percentage in the class of securities of
        which the Offeror acquired ownership or control in the transaction or
        occurrence giving rise to the obligation to file the news release,
        and whether it was ownership or control that was acquired in those
        circumstances.

        On April 20, 2009, Offshore agreed to convert a loan and accrued and
        unpaid interest in the aggregate amount of approximately Cdn$4.9
        million (the "Loan") owed by Davie Yards Inc. ("Davie") to Offshore
        into 49,788,200 common shares (the "Common Shares") of Davie at a
        price of CDN$0.10 per share (the "Transaction"). The Transaction is
        to be made as part of the announced proposed private placement of
        244,000,005 common shares of Davie for proceeds of US$20 million of
        (the "Offering").

        Davie and Offshore entered into an agreement dated April 20, 2009
        concerning the Transaction (the "Agreement"). Pursuant to the
        Agreement the Common Shares will be issued to Offshore at a price of
        CDN$0.10 per share on conversion of the Loan. The Offering is
        expected to close on or around April 29, 2009 and is subject to
        several conditions, including approval of the Toronto Stock Exchange.

        Davie Holding AS, a company controlled by Offshore, currently holds
        89,600,000 common shares of Davie, representing 71.9% of Davie's
        currently outstanding common shares. After giving effect to the
        Offering, Offshore will own and control an aggregate of 49,788,200
        common shares of Davie directly, representing 13.5% of Davie's
        outstanding common shares, which, when combined with the shares held
        by Davie Holding AS, will represent 37.8% of Davie's outstanding
        common shares. (Immediately following the Transaction, Offshore is
        deemed under the early warning provisions of the applicable
        provincial securities legislation to beneficially own and control
        139,388,200 common shares of Davie, representing on a post-closing
        basis, after giving effect to the issuance of all common shares
        pursuant to the Offering, approximately 37.8% of all issued and
        outstanding common shares of Davie.)

    3.  The designation and number or principal amount of securities and the
        Offeror's securityholding percentage in the class of securities
        immediately after the transaction or occurrence giving rise to the
        obligation to file a news release.

        See paragraph 2 above.

    4.  The designation and number or principal amount of securities and the
        percentage of outstanding securities of the class of securities
        referred to in paragraph 3 over which:

           (i)   the Offeror, either alone or together with joint actors, has
                 ownership and control,

                 See paragraph 2 above.

           (ii)  the Offeror, either alone or together with joint actors, has
                 ownership but control is held by other persons or companies
                 other than the Offeror or any joint actor,

                 Not applicable.

           (iii) the Offeror, either alone or together with joint actors, has
                 exclusive or shared control but does not have ownership.

                 Not applicable.

    5.  The name of the market in which the transaction or occurrence that
        gave rise to the news release took place.

        Not applicable. The Transactions referred to in paragraph 2 will take
        place by way of a private placement from treasury and not through the
        facilities of any stock exchange or any other marketplace.

    6.  The value, in Canadian dollars, of any consideration offered per
        security if the Offeror acquired ownership of a security in the
        transaction or occurrence giving rise to the obligation to file a
        news release.

        CDN$0.10 per Common Share to be paid on conversion of the Loan upon
        closing of the Transaction as part of the Offering.

    7.  The purpose of the Offeror and any joint actors in effecting the
        transaction or occurrence that gave rise to the news release,
        including any future intention to acquire ownership of, or control
        over, additional securities of the reporting issuer.

        Offshore is proposing to acquire the Common Shares as part of the
        Offering for the sole purpose of maintaining a substantial equity
        investment in Davie. Depending on market conditions and other
        relevant factors, Offshore and Davie Holding AS may, in accordance
        with applicable securities laws, increase or decrease their
        investment in Davie.

    8.  The general nature and the material terms of any agreement, other
        than lending arrangements, with respect to securities of the
        reporting issuer, entered into by the Offeror, or any joint actor,
        and the issuer of the securities or any other entity in connection
        with the transaction or occurrence giving rise to the news release,
        including agreements with respect to the acquisition, holding,
        disposition or voting of any securities.

        The material terms of the Agreement are described in paragraph 2
        above.

    9.  The names of any joint actors in connection with the disclosure
        required by this form.

        Davie Holding AS, a company controlled by Offshore, is deemed to be a
        joint actor of Offshore.

    10. In the case of a transaction or occurrence that did not take place on
        a stock exchange or other market that represents a published market
        for the securities, including an issuance from treasury, the nature
        and value in Canadian dollars of the consideration paid by the
        Offeror.

        Aggregate purchase price of $4,978,820 to be paid by conversion of
        the Loan upon closing of the Transaction as part of the Offering.

    11. If applicable, a description of any change in any material fact set
        out in a previous report by the entity under the early warning
        requirements or Part 4 of National Instrument 62-103 in respect of
        the reporting issuer's securities.

        Not applicable.

    12. If applicable, a description of the exemption from securities
        legislation being relied on by the Offeror and the facts supporting
        that reliance.

        Not applicable.
    





For further information:

For further information: Christian Fredrik Thyholdt, +47 67 200 300

Organization Profile

OFFSHORE HOLDING AS

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