O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX

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Corporate Structure Our corporate structure after the Restructuring Exercise and immediately before the Offering is as follows: Onshore Singapore Offshore 100% Otto Fleet 100% Tarpon Subsidiaries 100% Otto Marine Representative Office (Foshan, China) 5% 85% 10% Tetra Subsidiaries 49% 100% Polar Marine I (1) Yaw Chee Siew CEO Technology Asia Business Companion Investments Lee Kok Wah Otto Marine Limited (UAE Branch) (UAE) Sea Dolphin Finance (BVI) Otto Marine Limited 100% 100% 95% Otto 1 Ltd (Saint Vincent and the Grenadines) (5) 100% Otto Ventures Polar Marine II (1) Otto Investment (Malaysia) 49% 100% WAIL (Saint Vincent and the Grenadines) (4) 100% Blue Fin Subsidiaries 49% 49% Aries Offshore Singapore (2) PT Lestari (Indonesia) 100% 100% Otto 2 Ltd (Saint Vincent and the Grenadines) (5) Otto Strategic Otto Offshore (Malaysia) 95.222% 100% 100% PT Batamec (Indonesia) 100% OM Offshore 100% Otto Offshore (Qidong) (China) (3) Notes: (1) We purchased Polar Marine I and Polar Marine II for nominal consideration, which were incorporated on 4 February 2008, by our nominees, for use as the joint venture companies pursuant to the strategic partnership that we entered into with GC Rieber on 2 May 2008. We have an interest of 49% in each of Polar Marine I and Polar Marine II. (2) Aries was incorporated in Singapore on 31 December 2007 as a private company limited by shares with a paid up capital of S$2.00 represented by two ordinary shares. The nominee shareholders of Aries were Yaw Chee Siew and our Group Managing Director, Lee Kok Wah. These shares were transferred to Otto Investment followed by a further issue and allotment of shares to ourselves and our Norwegian joint venture partner such that our final shareholding in Aries is 49.0%. Subsequently, these 49.0% of issued shares of Aries was transferred from Otto Investment to Otto Ventures. (3) We are presently in the process of establishing and obtaining the relevant operating permits for a wholly foreign-owned enterprise in China. See “Our Business — Expansion and Upgrading Plans”. 98
(4) WAIL was incorporated in Saint Vincent and the Grenadines on 26 June 2007 and is our associated company which has been formed pursuant to a joint venture agreement that we entered into with Swiss Overseas Invest Ltd and ABC Maritime in July 2007. We have an interest of 49% in WAIL. (5) Otto 1 Ltd. was incorporated in Saint Vincent and the Grenadines on 26 June 2007 and Otto 2 Ltd. was incorporated in Saint Vincent and the Grenadines on 26 June 2007, respectively, and are wholly-owned by our associated company, WAIL. They are not regarded as associated companies of our Company as defined by the SFR. However, in respect of contribution to our revenue according to SFRS, they are regarded as our associated companies. 99
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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
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uilding such vessels. Higher demand
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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
Page 105 and 106: Number of vessels built in given ye
Page 107 and 108: 600 500 400 300 200 100 0 Graph 18:
Page 109 and 110: In preparation for the admission of
Page 111: On 18 December 2007, our Company en
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
Page 139 and 140: Type Activity Date Granted Expiry D
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
Page 159 and 160: Information on Cornerstone Investor
Page 161 and 162: 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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