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

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Notes: (1) On 26 July 2006, Yaw Chee Siew was allotted and issued 2,000,000 new Shares for a consideration of S$2,000,000. (2) On 30 December 2006, Yaw Chee Siew, Lee Kok Wah and CEO Technology Asia were allotted and issued new Shares respectively on the following basis: Name Number of New Shares Total Consideration S$ Yaw Chee Siew .............................................. 25,125,000 25,125,000 LeeKokWah................................................ 3,250,000 3,250,000 CEO Technology Asia ......................................... 1,625,000 1,625,000 CEO Technology Asia is an investment holding company incorporated in BVI on 28 October 2005. Its sole shareholder is Yaw Chee Siew. (3) On 11 January 2008, Yaw Teck Seng and Yaw Chee Ming transferred all the Shares held by them to Yaw Chee Siew for a nominal consideration of S$1.00 to each of them. (4) Business Companion Investments is an investment holding company incorporated in BVI on 12 November 2007. Its sole shareholder is Yaw Chee Siew. On 28 February 2008, Yaw Chee Siew transferred the entire 27,625,000 Shares held by him to Business Companion Investments for a nominal consideration of S$1.00. (5) CEO Technology Asia and Business Companion Investments are wholly owned by Yaw Chee Siew. Yaw Chee Siew is therefore deemed to be interested in the Shares held by CEO Technology Asia and Business Companion Investments by virtue of Section 4 of SFA. Vendors Details of the following existing Shareholders who will be selling their Shares in the Offering are set out below: Name/Address/Position Relationship with Us Name Shares Held Immediately Before the Offering Vendor Shares Offered Pursuant to the Offering Shares Held After the Offering Number of Shares %of Pre-Offering Share Capital Number of Shares %of Pre-Offering Share Capital Number of Shares %of Post-Offering Share Capital ’000 ’000 ’000 CEO Technology Asia/ OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands/ Shareholder .......... Lee Kok Wah/ 22 Ramsgate Road, Singapore 437468/ Director and 48,750 5.0 19,500 2.0 29,250 2.5 Shareholder .......... 97,500 10.0 9,750 1.0 87,750 7.4 Saved as disclosed herein, none of our Directors or Substantial Shareholders or their Associates is interested in the Vendor Shares. 148
Change of Control of Our Company To our knowledge, our Company will not be owned or controlled by any corporation (other than as described in “— Shareholders”) immediately after the completion of the Offering. Other than as described in “— Shareholders”, our Company is not owned or controlled by any government or other natural or legal person. We are not currently aware of any arrangements, the operation of which may at a subsequent date result in a change of control of our Company, except for the Exchangeable Loan Agreement entered into on 8 April 2008, between and among Business Companion Investments, Yaw Chee Siew and SCPEL. See “Substantial Shareholders and Vendors — Exchangeable Loan Agreement” and “Risk Factors — Risks Relating to Our Business and Operations — There could be a change in control of our Company if the lender under the Exchangeable Loan Agreement exercises its exchange rights”. 149
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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
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Graph 2: Primary types of offshore
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5.1 Main Markets for Offshore Marin
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Canada features a relatively small
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6.0 Fleet Sizes As of January 2008
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With many oil and gas fields maturi
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share, with Dubai Drydocks combinin
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Number of vessels built in given ye
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Number of vessels built in given ye
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600 500 400 300 200 100 0 Graph 18:
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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
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
Page 159 and 160: Information on Cornerstone Investor
Page 161: Memorandum and Articles of Associat
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
Page 193 and 194: PLAN OF DISTRIBUTION The Offering U
Page 195 and 196: convertible into or exchangeable or
Page 197 and 198: egulations. Persons into whose poss
Page 199 and 200: including any corporation or other
Page 201 and 202: TRANSFER RESTRICTIONS Because the f
Page 203 and 204: LEGAL MATTERS The validity of the O
Page 205 and 206: GENERAL AND STATUTORY INFORMATION I
Page 207 and 208: Name Present Directorships Past Dir
Page 209 and 210: 2. None of our Directors, Executive
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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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