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OUR RESTRUCTURING AND CORPORATE STRUCTURE Our Restructuring Exercise Our shareholding structure immediately prior to the commencement of the Restructuring Exercise was as follows: 100.0% Brizill International (BVI) Yaw Chee Siew 83.77% CEO Technology Asia Otto Ventures (1) (Singapore) 100.0% 5.0% Blue Fin Subsidiaries (2) (Singapore) Yaw Teck Seng Yaw Chee Ming Lee Kok Wah Otto Marine Pte. Ltd. 100% 100% 100% Tetra (3) Subsidiaries (Singapore) PT Lestari (Indonesia) PT Batamec (Indonesia) 0.77% 0.46% 10.0% Otto Offshore (Malaysia) 100% 100% Sea Dolphin Finance (BVI) 49.659% 4.778% 45.563% Notes: (1) Otto Ventures was previously known as “Rig Ventures Pte. Ltd.” and was incorporated on 28 November 2006 by nominee shareholders (Lee Kok Wah and Ooi Kok Chye) designated by our Company. All of the underlying shares of Otto Ventures were transferred to our Company on 21 January 2008 and its name was changed to Otto Ventures Pte. Ltd. on 25 January 2008. (2) Blue Fin Subsidiaries, consisting of Blue Fin I, Blue Fin II, Blue Fin III, Blue Fin IV and Blue Fin V, were incorporated by nominee shareholders (Yaw Chee Siew and Lee Kok Wah) designated by our Company in January 2007 and February 2007. All the underlying shares of the Blue Fin Subsidiaries were transferred to our Company in April 2007. (3) Tetra Subsidiaries, consisting of Tetra I, Tetra II, Tetra III, Tetra IV and Tetra V, were incorporated by nominee shareholders (Yaw Chee Siew and Lee Kok Wah) designated by our Company in January 2007 and February 2007. All the underlying shares of the Tetra Subsidiaries were transferred to our Company in April 2007. 94
In preparation for the admission of our Company to the Official List of the <strong>SGX</strong>-ST, we undertook the steps below in order to streamline and rationalise our corporate structure and business activities: Subscription for 95.0% of the Issued Shares in PT Lestari (the “Lestari Restructuring”) Prior to the Lestari Restructuring PT Batamas, an Indonesia private domestic company which owned a shipyard, was a shareholder of PT Batamec since 1994. The shareholders of PT Batamas were parties unrelated to our Directors and Controlling Shareholders. PT Batamec in 1998 had entered into a ten-year lease arrangement with PT Batamas where machinery, equipment, land and buildings owned by PT Batamas (“Shipyard Assets”) were leased to PT Batamec under an Agreement for Joint Operation and Leasing of Shipyard Facilities (“Batamas Lease Agreement”) for PT Batamec’s shipyard business. However, in 2003, PT Batamas was declared insolvent under Indonesia laws. Notwithstanding that PT Batamas was declared as being insolvent, the Batamas Lease Agreement remained valid and legally binding, as affirmed by the Indonesia Supreme Court. Following the liquidation of PT Batamas, between November and December 2006, PT Lestari acquired all of the assets of PT Batamas, including the Shipyard Assets through public auctions conducted by the receiver of PT Batamas as evidenced by the minutes of auction issued by the state auctioneer of Batam (Kantor Pelayanan Piutang dan Lelang Negara Batam). The issued and paid-up share capital of PT Lestari was IDR 700.0 million and during this period, our Company had no shareholding in PT Lestari. At that time, the shareholders of PT Lestari were Veronia Dewi Setiawan holding 50.0% (See “Legal Matters” for a description of Veronia Dewi Setiawan’s past indirect interests in our Group), Syamsul Bahri Ilyas holding 25.0% and Marianus Waka Wora Tola holding 25.0% (the “Former Lestari Shareholders”), all of whom are unrelated to our Directors and Controlling Shareholders. Upon the acquisition by PT Lestari of the assets of PT Batamas pursuant to the public auction, we initiated contact with PT Lestari as we wanted to re-negotiate the terms of the Batamas Lease Agreement. In January 2007, PT Lestari terminated the Batamas Lease Agreement and entered into two separate lease agreements with PT Batamec for the lease of the Shipyard Assets. See “Our Business — Properties — Leases” and “Interested Person Transactions and Conflicts of Interest — Past Interested Person Transactions — Transactions with PT Batamec — Leasing of Shipyard Facilities”. To further consolidate our control of the Shipyard Assets, we decided to acquire a majority stake in PT Lestari through the Lestari Restructuring. The Lestari Restructuring For the Lestari Restructuring, the following steps were taken: PT Lestari increased its authorised, issued and paid-up capital from IDR 700.0 million to IDR 14.0 billion. The Former Lestari Shareholders incorporated a new Indonesian limited liability company, PT Sentratama to hold their shares in PT Lestari in the same shareholding structure as that of PT Lestari previously. Pursuant to a subscription agreement dated 15 March 2007 (the “Lestari Subscription Agreement”) entered into between PT Lestari, PT Sentratama, the Former Lestari Shareholders and our Company, we subscribed for 13,300 shares, representing 95.0% of the increased issued share capital of PT Lestari. The subscription price was IDR 1.0 million per share and the total consideration paid by our Company under the Lestari Subscription Agreement was IDR 13.3 billion. The consideration was arrived at on a “willing buyer and willing seller” basis, based on the aggregate par value of the share capital of PT Lestari. The consideration was fully paid by our Company to PT Lestari in November 2007 and we were registered as the shareholders of PT Lestari in December 2007. 95
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OTTO MARINE LIMITED PROSPECTUS DATE
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Our Financial Highlights Over the l
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Our Strategies We intend to consoli
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NOTICE TO INVESTORS. ..............
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All references to the “Latest Pra
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CORPORATE INFORMATION Board of Dire
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United Overseas Bank Limited 80 Raf
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SUMMARY The following summary is qu
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Strategies We intend to consolidate
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The Offering The Issuer ...........
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on the SGX-ST will be in Singapore
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Consolidated Balance Sheets As at A
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INDICATIVE TIMETABLE The indicative
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Risks Relating to Our Business and
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companies and their affiliates acco
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more of the administrative tasks an
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Labour problems may disrupt our ope
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Our operations may be adversely aff
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The exchange price for the first tr
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American-led military campaigns in
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liquidity, the price of such shares
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Over Code. A take-over offer is als
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able to use the net proceeds to mak
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EXCHANGE RATES AND EXCHANGE CONTROL
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CAPITALISATION AND INDEBTEDNESS The
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(2) As at 1 January 2005, Yaw Chee
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Consolidated Balance Sheets As at A
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MANAGEMENT’S DISCUSSION AND ANALY
Page 57 and 58: uilding such vessels. Higher demand
Page 59 and 60: Demand for and Supply of Skilled La
Page 61 and 62: Deferred Gain Deferred gain arises
Page 63 and 64: Cost of Sales Our cost of sales con
Page 65 and 66: Recognition — Deferred Gain”. O
Page 67 and 68: evenue from the Middle East region
Page 69 and 70: In FY2007, our revenue from the Mid
Page 71 and 72: Cost of Sales Our cost of sales inc
Page 73 and 74: In FY2007, our net cash from operat
Page 75 and 76: Facility Lender Amount of Facility
Page 77 and 78: Hong Leong Finance We have obtained
Page 79 and 80: staff members who were hired from 2
Page 81 and 82: amounting to S$2.3 million. Capital
Page 83 and 84: The percentage of our revenue denom
Page 85 and 86: ange from 3.75% per annum to 8.0% p
Page 87 and 88: INDUSTRY OVERVIEW This section is p
Page 89 and 90: 2.0 Description of Vessel Types 2.1
Page 91 and 92: Graph 2: Primary types of offshore
Page 93 and 94: 5.1 Main Markets for Offshore Marin
Page 95 and 96: Canada features a relatively small
Page 97 and 98: 6.0 Fleet Sizes As of January 2008
Page 99 and 100: With many oil and gas fields maturi
Page 101 and 102: share, with Dubai Drydocks combinin
Page 103 and 104: Number of vessels built in given ye
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Page 107: 600 500 400 300 200 100 0 Graph 18:
Page 111 and 112: On 18 December 2007, our Company en
Page 113 and 114: (4) WAIL was incorporated in Saint
Page 115 and 116: operation. We believe these favoura
Page 117 and 118: We believe we have an aggressive re
Page 119 and 120: 20.0% to 30.0% of the contract valu
Page 121 and 122: Launching The completed hull and pr
Page 123 and 124: Our initial costs of investment for
Page 125 and 126: Year of Delivery Tonnage/ Power/ Ca
Page 127 and 128: Vessels for Our Own Chartering Flee
Page 129 and 130: Leases We currently lease the follo
Page 131 and 132: In FY2007, the production capacity
Page 133 and 134: Accounting Policies — Revenue and
Page 135 and 136: the entering into new contracts wit
Page 137 and 138: Employees The geographical distribu
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Page 141 and 142: Management Reporting Structure PROC
Page 143 and 144: and special advisor of PSA Internat
Page 145 and 146: attain the position of general mana
Page 147 and 148: companies both in Singapore and ove
Page 149 and 150: Our Board believes that Yaw Chee Si
Page 151 and 152: SHARE AWARD SCHEME On 2 September 2
Page 153 and 154: such Awards will receive in lieu of
Page 155 and 156: However, as the Share Award Scheme
Page 157 and 158: SUBSTANTIAL SHAREHOLDERS AND VENDOR
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Information on Cornerstone Investor
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Memorandum and Articles of Associat
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Change of Control of Our Company To
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Interested Person Relationship With
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As of the Latest Practicable Date t
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inflation rate) for the remaining t
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PT Lestari became our subsidiary in
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delivered in 2005 and one vessel wa
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These inter-company payments and ad
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provision subordinating our indebte
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In October 2006, we started engagin
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Transactions with interested person
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Opinion of the Independent Financia
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At an EGM held on 19 November 2008,
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DESCRIPTION OF OUR SHARES The follo
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Unless otherwise directed, dividend
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TAXATION The following is a discuss
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PLAN OF DISTRIBUTION The Offering U
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convertible into or exchangeable or
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egulations. Persons into whose poss
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including any corporation or other
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TRANSFER RESTRICTIONS Because the f
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LEGAL MATTERS The validity of the O
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GENERAL AND STATUTORY INFORMATION I
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Name Present Directorships Past Dir
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2. None of our Directors, Executive
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Company Name Date of Incorporation
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(viii) subscription agreement dated
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Consents 1. Deloitte & Touche LLP a
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DEFINITIONS For the purpose of this
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“LSH Trading” .................
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“Composite Document” ..........
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“Participants” ................
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GLOSSARY OF TECHNICAL TERMS To faci
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“project manager” .............
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APPENDIX 1 INDEPENDENT AUDITORS’
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A. Consolidated Balance Sheets As a
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OTTO MARINE LIMITED AND ITS SUBSIDI
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Concentrations of credit risk exist
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8 Construction Contracts OTTO MARIN
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12 Associates 2007 2006 2005 $’00
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15 Property, Plant and Equipment OT
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20 Finance Leases OTTO MARINE LIMIT
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26 Other (Expense) Income OTTO MARI
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The net assets acquired in the tran
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APPENDIX 2 INDEPENDENT AUDITORS’
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8. Goodwill OTTO MARINE LIMITED AND
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APPENDIX 3 SUMMARY OF OUR MEMORANDU
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Voting Rights Every member (other t
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fees and current receipts shall, su
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APPENDIX 4 SUMMARY OF THE RELEVANT
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espective implementation regulation
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vessels would be responsible for co
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instructions and procedures in an e
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1. APPENDIX 5 RULES OF THE OTTO MAR
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2.5 Any reference in the Share Awar
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5.9 As soon as reasonably practicab
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accordance with Rule 7.1(a) and, th
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11.3 Any notice or other communicat
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16.2 The Participants shall be resp
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APPENDIX 6 LETTER FROM INDEPENDENT
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usiness, provided that all such tra
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will not be prejudicial to the inte
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APPENDIX 7 TERMS, CONDITIONS AND PR
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(ii) deem your application as withd
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18. In the event that an interim st
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(d) you will not be entitled to exe
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with an ATM card which is not issue
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(2) If you make your Internet Elect
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6: Read and understand the followin
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6. board rates at the time of the a
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(This page is intentionally left bl
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Otto Marine Limited 9 Temasek Boule
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