PROSPECTUS - Swissco Holdings Limited

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THE INVITATION Issue Size 45,000,000 Invitation Shares, comprising 22,500,000 New Shares and 22,500,000 Vendor Shares. The Vendor Shares rank, and the New Shares will, upon registration in the name of CDP or its nominee, rank pari passu in all respects with the existing issued Shares. Issue Price Purpose of the Invitation Use of Proceeds The Offer $0.28 for each Invitation Share, payable in full on application. The purpose of the Invitation is to secure admission of our Company to the Official List of the SGX-SESDAQ. Our Directors consider that the listing of the Company and the quotation of the Shares on SGX-SESDAQ will enhance the Group’s public image and enable it to tap the capital markets. It will also provide members of the public, the management, staff and business associates of the Group an opportunity to participate in the equity of the Company. The estimated net cash proceeds of approximately $5.0 million will be used as follows: (a) approximately $4.5 million to partially finance the acquisition of 3 new vessels; and (b) the balance of approximately $0.5 million will be utilised for additional working capital purposes. Please see the section on “Use of Proceeds” at page 38 of this Prospectus for further details. The Offer comprises an invitation by the Company and the Vendor to the public in Singapore to purchase the 2,300,000 Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus. In the event of an under-subscription for the Offer Shares, that number of Offer Shares not subscribed for shall be used to satisfy excess applications for the Placement Shares to the extent that there is an over-subscription for the Placement Shares as at the close of the Application List. The Placement The Placement comprises a placement of 42,700,000 Placement Shares , at the Issue Price, subject to and on the terms and conditions of this Prospectus. In the event of an undersubscription for the Placement Shares, that number of Placement Shares not subscribed for shall be used to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. 300,000 Placement Shares at the Issue Price of $0.28 for each Placement Share will be offered to the Independent Directors. Listing Status Our Shares will be quoted on the SGX-SESDAQ, subject to admission of our Company to the Official List of the SGX- SESDAQ and permission for dealing in and quotation of our Shares being granted by the SGX-ST. 22
PLAN OF DISTRIBUTION The Issue Price is determined by us and the Vendor, in consultation with the Manager, based on market conditions and estimated market demand for our Shares. The Issue Price is the same for all Invitation Shares and is payable in full on application. Offer Shares The Offer Shares are made available to members of the public in Singapore for subscription and/or purchase at the Issue Price. The terms and conditions and procedures for application and acceptance are described in Appendix E of this Prospectus. Pursuant to the terms and conditions contained in the Management and Underwriting Agreement signed between our Company, the Vendor and the Manager and the Underwriter dated 3 November 2004, Phillip Securities Pte Ltd has agreed to underwrite our Offer Shares. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed for and/or purchased shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or the Placement Shares are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendor and approved by the SGX-ST. Placement Shares Application for the Placement Shares may only be made by way of application form. The terms and conditions and procedures for application and acceptance are described in Appendix E of this Prospectus. Pursuant to the terms and conditions in the Placement Agreement signed between our Company, the Vendor and the Placement Agent dated 3 November 2004, the Placement Agent has agreed to subscribe for and/or procure subscribers for the Placement Shares at the Issue Price. In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for and/or purchased shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. To recognise contributions to our Group, we will offer 300,000 Placement Shares at the Issue Price for subscription and/or purchase by our Independent Directors. These Placement Shares are not subject to any moratorium and may be disposed of after the admission of our Company to the Official List of the SGX-SESDAQ. Save for the Placement Shares to be offered to our Independent Directors, none of our Shareholders or Directors intends to subscribe for Shares in the Invitation. None of the members of our Company’s management or employees intend to subscribe for Shares in the Invitation amounting to more than 5% of the Invitation Shares. To the best of their knowledge, our Directors are not aware of any person who intends to subscribe for and purchase more than 5% of the Invitation Shares. However, in the process of assessing market demand for our Shares, there may be person(s) who may indicate an interest to subscribe for and/or purchase Shares amounting to more than 5% of the Invitation Shares. Further, no Shares shall be allotted or allocated on the basis of this Prospectus later than 6 months after the date of registration of this Prospectus by the Authority. 23
Page 1 and 2: PROSPECTUS DATED 3 NOVEMBER 2004 (r
Page 3 and 4: TABLE OF CONTENTS Page CORPORATE IN
Page 5 and 6: Page GENERAL AND STATUTORY INFORMAT
Page 7 and 8: PRINCIPAL BANKERS : United Overseas
Page 9 and 10: “associate” : (a) in relation t
Page 11 and 12: “Offer Shares” : The 2,300,000
Page 13 and 14: GLOSSARY OF TECHNICAL TERMS To faci
Page 15 and 16: CAUTIONARY NOTE ON FORWARD LOOKING
Page 17 and 18: (b) (ii) treat the applications as
Page 19 and 20: INDICATIVE TIMETABLE FOR LISTING In
Page 21 and 22: services. We believe that our busin
Page 23: Form strategic alliances Our busine
Page 27 and 28: In addition, we face intense compet
Page 29 and 30: We operate in industries which requ
Page 31 and 32: In the event we are affected by suc
Page 33 and 34: Under the terms of these certificat
Page 35 and 36: foreign company to have obtained FI
Page 37 and 38: ISSUE STATISTICS Issue Price for ea
Page 39 and 40: DIVIDENDS Our Company has not distr
Page 41 and 42: SUMMARY OF PROFORMA GROUP FINANCIAL
Page 43 and 44: SEGMENTAL BREAKDOWN OF PAST PERFORM
Page 45 and 46: (b) (c) (d) (e) the general volume
Page 47 and 48: REVIEW OF RESULTS OF OPERATIONS FY2
Page 49 and 50: In FY2003, our subsidiary SML incor
Page 51 and 52: Trade and other payables amounted t
Page 53 and 54: $’000 Non-current As at 31 Decemb
Page 55 and 56: the expansion of our fleet capacity
Page 57 and 58: DILUTION Dilution is the amount by
Page 59 and 60: At the date of this Prospectus, our
Page 61 and 62: $337,193 each to Yeoh Ai Tin and Ye
Page 63 and 64: 12. Transfer of shares in the capit
Page 65 and 66: Name of Company and its principal p
Page 67 and 68: In preparation for the expected con
Page 69 and 70: OUR BUSINESS Principal Activities O
Page 71 and 72: Operation Process OPL Services Our
Page 73 and 74: Offshore Support services Customers
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Generally the operational process i
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Capacity Utilisation of Facilities
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Insurance Our vessels are covered u
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In implementing the maritime securi
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The Group currently sub-leases the
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Major Suppliers The suppliers accou
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We have well-established business r
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other hand depends on global politi
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DIRECTORS, MANAGEMENT AND STAFF Dir
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Dr Chiang Hai Ding holds a BA from
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Executive Officers The particulars
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For the purpose of estimating the r
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Profit Sharing Our Executive Chairm
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(ii) the number of Shares in respec
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identify the growth opportunities a
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9. Termination of options If the ho
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Remuneration Committee Our Remunera
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Significant Changes in Ownership Th
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INTERESTED PERSON TRANSACTIONS Chap
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FY 2001 FY2002 FY2003 Period betwee
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The loans were interest free, unsec
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Guarantees and mortgages provided b
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POTENTIAL CONFLICTS OF INTEREST Pur
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and one-half (50%) of up to the nex
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Shareholders Only persons who are r
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• a financial or other profession
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GENERAL AND STATUTORY INFORMATION I
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Save as disclosed above, there have
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(C) which if it had occurred before
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29. Save as disclosed in this Prosp
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APPENDIX A REPORT ON EXAMINATION OF
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APPENDIX B PRO FORMA FINANCIAL STAT
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SWISSCO INTERNATIONAL LIMITED PRO F
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SWISSCO INTERNATIONAL LIMITED NOTES
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APPENDIX C RULES OF THE SWISSCO SHA
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(b) (c) Persons who are Controlling
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(b) An Option may be exercised, in
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(d) which is on or after the date u
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15. ALTERATION OF THE SCHEME (a) An
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ANNEX A THE SWISSCO SHARE OPTION SC
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Please print in block letters Name
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Please print in block letters Name
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SUMMARY OF ARTICLES OF ASSOCIATION
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8. Articles relating to rights, pre
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Article 74 — Objections No object
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Article 135 — Payment of dividend
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(iii) (iv) for the purpose of deter
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TERMS AND CONDITIONS AND PROCEDURES
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11. Share certificates will be regi
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ADDITIONAL TERMS AND CONDITIONS FOR
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(b) You must: (i) enclose the WHITE
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(b) (c) that you consent to the dis
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(d) return or refund (without inter
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• FOR TENDER SECURITY APPLICATION
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F-1 APPENDIX F
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F-3
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F-5
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F-7
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F-9
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F-11
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F-13
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F-15
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F-17
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F-19
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F-21
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F-23
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F-25
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G-1 APPENDIX G
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G-3
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G-5
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G-7
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G-9
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G-11
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G-13
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G-15
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G-17
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G-19
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G-21
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G-23
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G-25
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H-1 APPENDIX H
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H-3
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H-5
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H-7
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H-9
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H-11
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H-13
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H-15
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H-17
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H-19
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H-21
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H-23
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H-25
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H-27
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PROSPECTUS - Swissco Holdings Limited

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