Ocean Sky International Limited - Ocean Sky International Ltd ...

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DILUTION Dilution is the amount by which the Issue Price paid by the purchasers of our Shares in this Invitation exceeds our NTA per Share after the Invitation. The audited NTA per Share of our Group as at 30 June 2002 after payment of interim dividend and before adjusting for the net proceeds from the Invitation based on our issued and paid up share capital of 293,661,720 Shares is approximately S$0.07 per Share. NTA per ordinary Share is determined by dividing our net tangible book value (total tangible assets less total liabilities) as at 30 June 2002 by the number of issued ordinary Shares at that date. Pursuant to the Invitation in respect of 92,000,000 New Shares at the Issue Price of S$0.23 per Share, our Group’s NTA per Share after payment of interim dividend and after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation issued and paid-up share capital of 385,661,720 Shares will be S$0.10. This represents an immediate increase in NTA per Share of S$0.03 per Share to our existing Shareholders and an immediate dilution in NTA per Share of 0.13 per Share to our new investors. The following table illustrates this per Share dilution: Per Share ($) Offer Price per Share 0.23 Net tangible book value per Share as of 30 June 2002 after payment of interim dividend 0.07 Increase in net tangible book value per Share attributable to new investors 0.03 Net tangible book value per Share after the Invitation 0.10 Dilution in net tangible book value per Share to new investors 0.13 The following table summarises as at the date of this Prospectus, the total number of shares issued by us, the total consideration paid to us and the average price paid per share by our existing Shareholders and to be paid by our new public investors in the Invitation. No. of Shares % Consideration % Average ($’million) Price per Share ($) Existing Shareholders 293,661,720 76.14 20.54 49.34 0.07 New public investors 92,000,000 23.86 21.09 50.66 0.23 33
SELECTED CONSOLIDATED FINANCIAL INFORMATION The following information should be read in conjunction with the full text of this Prospectus, including the Accountants’ Report. Our financial statements are prepared and presented in accordance with Singapore Accounting Standards. RESULTS OF OPERATIONS OF OUR GROUP Audited Unaudited Audited 6 months 6 months period period ended 30 ended 30 FY1999 FY2000 FY2001 June 2001 June 2002 $’000 $’000 $’000 $’000 $’000 Revenue 56,705 104,645 179,988 74,606 92,013 Cost of sales (42,879) (82,289) (143,640) (57,582) (70,349) Gross profit 13,826 22,356 36,348 17,024 21,664 Other operating income (1) 375 174 874 67 142 Distribution costs Administrative and other operating (1,644) (3,088) (4,445) (2,021) (2,764) expenses (5,963) (11,008) (18,825) (7,417) (8,956) Profit from operations 6,594 8,434 13,952 7,653 10,086 Finance costs (541) (1,494) (1,989) (1,000) (518) Share of results of associated company – (7) 18 – – Profit before taxation 6,053 6,933 11,981 6,653 9,568 Taxation (1,649) (1,348) (2,430) (1,353) (1,916) Profit after taxation 4,404 5,585 9,551 5,300 7,652 Minority interests – 25 (55) 48 – Profit attributable to the Shareholders 4,404 5,610 9,496 5,348 7,652 Earnings per Share (cents) (2) 1.50 1.91 3.23 1.82 2.61 Notes:- (1) Other operating income comprises mainly sales of excess apparel quota rights to other apparel manufacturers, interest income and other miscellaneous sales. (2) For comparative purposes, the net earnings per Share has been calculated based on profit attributable to Shareholders and on the pre-Invitation issued share capital of 293,661,720 Shares. 34
Page 1 and 2: PROSPECTUS DATED 12 MARCH 2003 (Reg
Page 3 and 4: Page OUR EMPLOYEES ................
Page 5 and 6: Legal Advisors to our Company : Jin
Page 7 and 8: GENERAL “Act” : The Companies A
Page 9 and 10: “PRC” : People’s Republic of
Page 11 and 12: GLOSSARY OF TECHNICAL TERMS To faci
Page 13 and 14: shall be deemed to have notice of s
Page 15 and 16: STRUCTURE OF INVITATION This sectio
Page 17 and 18: CAUTIONARY NOTE ON FORWARD-LOOKING
Page 19 and 20: PROSPECTUS SUMMARY The following su
Page 21 and 22: THE INVITATION Issue Size : 92,000,
Page 23 and 24: ISSUE PRICE ISSUE STATISTICS NET TA
Page 25 and 26: RISK FACTORS You should carefully e
Page 27 and 28: We are dependent on our major custo
Page 29 and 30: Accordingly, the timing and the qua
Page 31 and 32: We do not have a fixed dividend pol
Page 33: As at 31 January 2003, our Group ha
Page 37 and 38: MANAGEMENT’S DISCUSSION AND ANALY
Page 39 and 40: Operating expenses were 14.0% of tu
Page 41 and 42: Non-current liabilities Non-current
Page 43 and 44: OUR HISTORY Our Company was incorpo
Page 45 and 46: OUR INDUSTRY Apparel is one of the
Page 47 and 48: Our Group has a portfolio of client
Page 49 and 50: Pre-Manufacturing Supply Chain Mana
Page 51 and 52: Post-Manufacturing Supply Chain Man
Page 53 and 54: Our marketing team is not only well
Page 55 and 56: COMPETITIVE STRENGTHS Over the year
Page 57 and 58: Our global operations provide our m
Page 59 and 60: d. We will expand the scope of our
Page 61 and 62: OUR MAJOR SUPPLIERS With our global
Page 63 and 64: CREDIT POLICY Generally, the terms
Page 65 and 66: Location/Use Approximate Approximat
Page 67 and 68: DIRECTORS, MANAGEMENT AND STAFF DIR
Page 69 and 70: MANAGEMENT Our day-to-day operation
Page 71 and 72: Lee Ching Lian Bernadette Ms Lee Ch
Page 73 and 74: MANAGEMENT REPORTING STRUCTURE Our
Page 75 and 76: DIRECTORS’ AND EXECUTIVE OFFICERS
Page 77 and 78: OCEAN SKY SHARE OPTION SCHEME We ha
Page 79 and 80: Issue Price The Exercise Price (as
Page 81 and 82: SGX-ST Requirements The Company sha
Page 83 and 84: (B) Audit Committee Our business an
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INTERESTED PERSONS TRANSACTIONS Sav
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Consultancy Services Our Non-Execut
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POTENTIAL CONFLICT OF INTERESTS Ang
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Details of the changes in the issue
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OWNERSHIP STRUCTURE AND PRINCIPAL S
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COMPANIES WITHIN OUR GROUP The deta
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LETTER FROM AUDITORS AND REPORTING
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GROUP BALANCE SHEETS Non-current as
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GROUP STATEMENTS OF CHANGES IN SHAR
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GROUP STATEMENTS OF CASH FLOWS (Con
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STATEMENTS OF ADJUSTMENTS 31 Decemb
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STATEMENTS OF ADJUSTMENTS (Cont’d
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2. BASIS OF PRESENTATION OF FINANCI
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3. SIGNIFICANT ACCOUNTING POLICIES
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Page 115 and 116:
Page 117 and 118:
4. FIXED ASSETS (Cont’d) Leasehol
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4. FIXED ASSETS (Cont’d) Freehold
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5. GOODWILL (Cont’d) Negative Goo
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8. DEFERRED EXPENDITURE (Cont’d)
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10. CURRENT LIABILITIES Group As at
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18. FINANCE LEASE CREDITORS Group A
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24. DEFERRED TAXATION Group As at 3
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26. FOREIGN CURRENCY TRANSLATION RE
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31. FINANCE COSTS Group Financial y
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35. SIGNIFICANT RELATED PARTIES TRA
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39. SEGMENT REPORTING (Cont’d) Ge
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(iv) Subsequent to the balance shee
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EXCHANGE CONTROLS MALAYSIA Based on
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Resultant Number of Issued shares i
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Name Present Directorships Past Dir
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Name Present Directorships Past Dir
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(h) Save as disclosed at page 73 of
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(b) Where such Director has given n
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Article 122 The Directors may from
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Article 42 A reference to a member
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Article 35 (A) There shall be no re
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5. WORKING CAPITAL The Directors ar
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(k) Application monies received by
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APPENDIX A - TERMS AND CONDITIONS A
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12. In the event of an under-subscr
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7. Your application must be accompa
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Applications for Reserved Shares 1.
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4. You irrevocably agree and undert
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10. We do not recognise the existen
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Step 1: Click on to DBS Bank websit
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General Meetings of Shareholders Th
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Singapore courts have wide discreti
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Singapore does not impose withholdi
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APPENDIX D - RULES OF THE OCEAN SKY
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“Rules” The rules of the ESOS,
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4.2 Employees who are either Contro
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9. Rights to Exercise Options 9.1 S
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10.5 If in connection with the maki
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13.3 Any decision of the Committee
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18. Taxes All taxes (including inco
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Serial No: To: The Committee Ocean
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To: The Committee Ocean Sky Share O
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