SAILING THE SEAS OF SUCCESS - Swissco Holdings Limited

NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2004
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General
The Company was incorporated in Singapore on 29 January 2004 as a public limited company and was admitted
to the Singapore Exchange Securities Trading Limited Dealing in Automated Quotation System (“SGX – SESDAQ”)
on 16 November 2004.
The address of the Company’s registered office is No. 9 Pandan Road, Singapore 609257.
The principal activity of the Company is that of an investment holding company. The principal activities of its
subsidiaries are set out in note 14 to the financial statements.
There are no comparative figures for the Company as this is the first set of financial statements prepared by the
Company since its incorporation.
2. Restructuring Exercise
The Group was formed on 6 October 2004 as a result of the restructuring exercise (“Restructuring Exercise”)
undertaken for the purpose of the Company’s listing on the SGX-SESDAQ.
Prior to the Restructuring Exercise, the entities in the Group were directly held by the controlling shareholders
of the Company. The Restructuring Exercise involved transactions between entities controlled by the controlling
shareholders of the Company as follows :
(a)
(b)
(c)
(d)
On 31 March 2004, Swissco Offshore (Pte) Ltd (“Swissco Offshore”) acquired vessels, vehicles and machinery
from Swissco Structural Mechanical Pte Ltd (“Swissco Structural”) and Swissco Marine Pte Ltd (“Swissco
Marine”), for a consideration of $8,317,840, satisfied by the offsetting of non-trade receivables owing by
Swissco Structural and Swissco Marine to Swissco Offshore in exchange of net assets with net book values
amounting to $5,562,571.
On 19 April 2004, Swissco Offshore acquired 100% of the issued and paid-up share capital of Swissco
Offshore Ltd (“Swissco Seychelles”) for a nominal cash consideration of $1. Prior to the acquisition, all
assets of Swissco Seychelles had been held on trust for Swissco Offshore.
On 13 May 2004, Swiber Offshore Pte Ltd (“Swiber Offshore”) acquired 100% of the issued and paid-up
share capital of Camvale Pte Ltd for a cash consideration of $210,000.
On 6 October 2004, the Company acquired the following entities (“Entities”) for total considerations of
$9,935,433, satisfied by the allotment and issuance of 9,935,432 ordinary shares of $1 each at par in the
share capital of the Company and a nominal cash payment of $1:
• the entire issued and paid-up share capital of Swissco Offshore.
• the entire issued and paid-up share capital of Singapore Marine Logistics Pte Ltd.
• 30% of the issued and paid-up share capital of PT Swisko Berjaya.
• 30% of the issued and paid-up share capital of Swiber Offshore Pte Ltd.
• 33.33% of the issued and paid-up share capital of Swisko Marine (Malaysia) Sdn. Bhd.
• 33.33% of the issued and paid-up share capital of Asia Pacific Marine Limited.
• 15% of the issued and paid-up share capital of APECS Offshore Pte Ltd.
ANNUAL REPORT 2004_29