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estate company that is currently developing a 500-acre master planned community in Kuala Lumpur, where he is responsible for guiding and directing the project from the initial planning stages to the execution of many phases of the development. Mr. Yaw’s other business interests include portfolio investments under the Hong Kong based Yawson Investment Group Limited and SunChase International Holdings Limited. Mr. Yaw graduated from California State University, Sacramento in 1986 with Bachelor of Science in Real Estate, Land Use Affairs and Finance. Lee Kok Wah joined us in 2003 as an Executive Director and was promoted to become our Group Managing Director in 2004. He is primarily responsible for developing and implementing the strategic plan for the entire Group, as well as the day-to-day running of our Company. In the early 1970s, Mr. Lee was a corporate finance executive with Singapore International Merchant Bankers Ltd. where he specialised in dealing with major corporations and institutional clients on corporate loans, syndication, underwriting and ship financing. In 1974, he joined Neptune Orient Lines Limited. He was appointed as its owner representative in New York in 1979, where his duties included covering the containership services across the pacific to the east coast and mid-west areas of the US and Canada. In 1982, he was promoted to run Neptune Orient Lines’s Straits/Australia and Europe/South Asia liner services. In 1984, he joined Envi Holdings Pte. Ltd. as its general manager, which has subsidiaries operating in the shipping, hotels, trading and mining sectors. In 1988, he acquired Maystrong Management Services Pte. Ltd., a business consultancy firm where he obtained experience in business consulting. In July 2002, Mr. Lee was conferred the Long Service Award for 15 years of dedicated community service. Mr. Lee received his Bachelor of Social Sciences with Honours in Economics from the University of Singapore in 1969. Craig Foster Pickett joined us as a Non-executive and Non-independent Director with effect from 3 September 2008. Mr. Pickett is a member of our Remuneration Committee and Nominating Committee. Mr. Pickett currently provides investment advisory services through Sunchase Investments LLC. Prior to joining us, Mr. Pickett was at Ernst and Young LLP as managing partner of the Sacramento, California, and Reno, Nevada offices. He joined Ernst and Young LLP in 1984 and was managing partner for over 21 years. As managing partner, he was responsible for all aspects of the practice which was particularly focused on publicly registered companies as well as those backed by venture capital or private equity and other fast growing enterprises. His experiences at Ernst and Young LLP covered most aspects of services relating to the securities of public companies including initial public offerings, secondary offerings, debt offerings, issues relating to reporting requirements and the registration of stock plans. Mr. Pickett graduated from the University of Utah in 1969 with a Bachelor of Science degree in Economics. He also obtained a Master of Business Administration from the University of California, Los Angeles, in 1970. In 1975, he qualified as a Certified Public Accountant with the Department of Consumer Affairs of the State of California. William Edward Alastair Morrison joined us as a Non-executive and Non-independent Director on 14 April 2008 and is a member of the Audit Committee. Mr Morrison is currently the Co-Global Head and Managing Director at Standard Chartered Private Equity Limited which he joined in 2002. He has more than 25 years of experience in the financial industry. Mr. Morrison started his career at 3i Group plc in London in 1981 and worked in direct investment roles covering development capital and management buy-out deals, eventually leading one of 3i’s London investment teams. In 1997, he moved to Singapore as a director of 3i’s Asia Pacific operations. He was a Director of 3i plc from 1991 to 2000 and of 3i Asia Pacific Ltd from 2000 to 2002. He graduated in Politics, Philosophy and Economics from Oriel College, Oxford University in 1979 and obtained a Master of Philosophy in Management Studies from Oxford University in 1981. Reggie Thein joined us as our Independent Director with effect from 3 September 2008. He is the Chairman of the Audit Committee and member of the Remuneration Committee and Nominating Committee. He is also a director of United Overseas Bank Limited, a board member and chairman of the audit committees of several listed companies in Singapore, among them Haw Par Corporation Limited, GuocoLeisure Limited, MobileOne Ltd., Keppel Telecommunications & Transportation Ltd., MFS Technology Ltd., FJ Benjamin Holdings Ltd., Grand Banks Yachts Limited, and Guocoland Limited. Mr. Thein is a member of the Governing Council of the Singapore Institute of Directors, a fellow of the Institute of Chartered Accountants in England and Wales and member of the Institute of Certified Public Accountants of Singapore. He was previously a senior partner of PricewaterhouseCoopers, vice chairman of Coopers & Lybrand, and managing partner of its management consulting services firm. In 1999, he was awarded the Public Service Medal by the President of Singapore. Ng Chee Keong joined us as our Independent Director on 3 September 2008. He is the chairman of our Nominating Committee and Remuneration Committee and a member of our Audit Committee. Mr Ng is currently an independent director of Mermaid Maritime Public Company Limited, and a non-executive director 128
and special advisor of PSA International Pte Ltd. Mr Ng joined PSA administrative service in 1971 and held various positions, including group president and chief executive officer of PSA International Pte Ltd and PSA Corporation Ltd. He retired from executive roles in PSA in January 2005. Mr Ng obtained a degree of Bachelor of Social Sciences with honors from the University of Singapore in 1971. Mr Ng was awarded the Public Administration Silver Medal in 1992 and the Public Administration Gold Medal in 1997 by the Singapore Government. Mr. Pickett is a Non-executive and Non-Independent Director of our Company, owing to his ongoing business relationship with our Executive Chairman, Mr. Yaw Chee Siew, Mr. Pickett does not provide us any professional services other than being a director of our Board. Mr. Morrison is a Non-executive and Non-Independent Director of our Company. He was appointed by our Company pursuant to Business Companion Investments’ obligation under the Exchangeable Loan Agreement. See “Substantial Shareholders and Vendors — Exchangeable Loan Agreement — Conversion of the Exchangeable Loan to Shares — Appointment of a Director by SCPEL on Our Board of Directors”. Save as disclosed herein, SCPEL does not have any relationship with our Company. Mr. Morrison does not provide us with any professional services other than serving as a Director of the Board. See “Interested Person Transactions and Conflicts of Interests — Potential Conflicts of Interest”. Executive Officers Our day-to-day operations are entrusted to our Executive Directors who are assisted by a management team of experienced key Executive Officers whose work we are dependent upon. The names, ages, addresses and principal occupations of our key Executive Officers are set out below in alphabetical order: Name Age Residential Address Principal Occupation Ang Kim Choon Eric .......... 56 AptBlk318Serangoon Avenue 2 #06-316 Singapore 550318 Boey Thim Ming ............. 54 56TohTuckRoad #09-12 Singapore 596746 Chia Chuan Hak .............. 49 2Jalan Tiga Ratus #01-04 Tropicana Condominium Singapore 488067 Chong Sieh Jiuan ............. 36 AptBlk386Yishun Ring Road #05-1721 Singapore 760386 Chua Peng Chua .............. 56 14Jalan Lempeng #14-02 Park West Singapore 128799 Goh Chwee Bock ............. 59 Blk1SinMingWalk#17-36 Singapore 575574 Kan Kwok Yuen .............. 55 10E#05-19 Braddell Hill Singapore 579724 Koh Keng Teck @ Koh Gan Pin . . 60 15 Jalan Sappan Singapore 576918 LumKinWah ............... 52 50ATohTuckRoad #02-02 Singapore 596742 Ong Tian Khiam. ............. 65 17Jalan Sappan Singapore 576920 Ooi Kok Chye ............... 42 45Hillview Avenue #02-06 Singapore 669613 Roy Yap Meng Loong. ......... 32 Blk746Yishun Street 72 #07-131 Singapore 760746 See Kian Heng ............... 46 2CHong San Walk #11-01 Singapore 689049 Yeo Teng Kiet ............... 52 AptBlk407#12-167 Tampines Street 41 Singapore 520407 129 General Manager of Otto Marine Limited (UAE Branch) Assistant General Manager (Technical) Procurement Manager Chief Accounting Officer General Manager of PT Batamec Assistant General Manager (Commercial) Technical Manager (China) General Manager of OM Offshore Group General Manager (Operation) Managing Director of OM Offshore Financial Controller Manager (Special Projects) Chief Financial Officer Senior Manager (Operation)
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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
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Deferred Gain Deferred gain arises
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Cost of Sales Our cost of sales con
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Recognition — Deferred Gain”. O
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evenue from the Middle East region
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In FY2007, our revenue from the Mid
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Cost of Sales Our cost of sales inc
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In FY2007, our net cash from operat
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Facility Lender Amount of Facility
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Hong Leong Finance We have obtained
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staff members who were hired from 2
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amounting to S$2.3 million. Capital
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The percentage of our revenue denom
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ange from 3.75% per annum to 8.0% p
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INDUSTRY OVERVIEW This section is p
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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 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
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Page 139 and 140: Type Activity Date Granted Expiry D
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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
Page 163 and 164: Change of Control of Our Company To
Page 165 and 166: Interested Person Relationship With
Page 167 and 168: As of the Latest Practicable Date t
Page 169 and 170: inflation rate) for the remaining t
Page 171 and 172: PT Lestari became our subsidiary in
Page 173 and 174: delivered in 2005 and one vessel wa
Page 175 and 176: These inter-company payments and ad
Page 177 and 178: provision subordinating our indebte
Page 179 and 180: In October 2006, we started engagin
Page 181 and 182: Transactions with interested person
Page 183 and 184: Opinion of the Independent Financia
Page 185 and 186: At an EGM held on 19 November 2008,
Page 187 and 188: DESCRIPTION OF OUR SHARES The follo
Page 189 and 190: Unless otherwise directed, dividend
Page 191 and 192: 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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