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In addition, until 40 days after the later of the commencement of the Offering and the completion of the distribution of the Offering Shares, an offer or sale of Offering Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the Securities Act. It is not anticipated that Rule 144A will be available to dealers or any other persons as such an exemption. See the section entitled “Transfer Restrictions”. 186
TRANSFER RESTRICTIONS Because the following restrictions will apply to the Placement, purchasers are advised to consult their own legal counsel prior to making any offer, resale, pledge or transfer of our Shares. The Shares have not been and will not be registered under the Securities Act and may not be offered and held within the United States or to, or for the account or benefit of, US persons (as defined in the Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act. The Shares are not being offered and sold in the United States or to US persons. The Shares will be offered by the Underwriter on behalf of the Company outside the United States to non-US persons in offshore transactions in reliance on Regulation S under the Securities Act. Each purchaser of our Shares in the Offering outside the United States pursuant to Regulation S and each subsequent purchaser of those Shares in resales prior to the expiration of the Distribution Compliance Period, by accepting delivery of this document and the Shares, will be deemed to have represented, agreed and acknowledged as follows: (1) it acknowledges (or if it is a broker-dealer, its customer has confirmed to it that such customer acknowledges) that such Shares have not been and will not be registered under the Securities Act; (2) it certifies that either (a) it is, or at the time the Shares are purchased will be, the beneficial owner of the Shares, and (i) it is not a US person (within the meaning of Regulation S) and it is located outside the United States and (ii) it is not an affiliate of the Company or a person acting on behalf of the Company or an affiliate of the Company, or (b) it is a broker-dealer acting on behalf of its customer and its customer has confirmed to it that (i) such customer is, or at the time the Shares are purchased will be, the beneficial owner of the Shares, (ii) such customer is not a US person (within the meaning of Regulation S) and it is located outside the United States and (iii) is not an affiliate of the Company or a person acting on behalf of the Company or an affiliate of the Company; (3) it agrees (or if it is a broker-dealer, its customer has confirmed to it that such customer agrees) that prior to the expiration of the Distribution Compliance Period, it (or such customer) will not offer, sell, pledge or otherwise transfer such Shares except to a person other than a US person purchasing Shares in an offshore transaction meeting the requirements of Regulation S; and (4) the Company, the Issue Managers and the Underwriter will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognised by the Company. General Each purchaser of our Shares in the Offering will be deemed to have represented and agreed that it is relying on this document and not on any other information or representation concerning us or our Shares, and none of us, the Vendors, the Issue Managers, the Underwriter, or any other person responsible for this document or any part of it, will have any liability for any such other information or representation. 187
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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
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On 18 December 2007, our Company en
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(4) WAIL was incorporated in Saint
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operation. We believe these favoura
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We believe we have an aggressive re
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20.0% to 30.0% of the contract valu
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Launching The completed hull and pr
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Our initial costs of investment for
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Year of Delivery Tonnage/ Power/ Ca
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Vessels for Our Own Chartering Flee
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Leases We currently lease the follo
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In FY2007, the production capacity
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Accounting Policies — Revenue and
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the entering into new contracts wit
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Employees The geographical distribu
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Type Activity Date Granted Expiry D
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Management Reporting Structure PROC
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and special advisor of PSA Internat
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attain the position of general mana
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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
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: including any corporation or other
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
Page 211 and 212: Company Name Date of Incorporation
Page 213 and 214: (viii) subscription agreement dated
Page 215 and 216: Consents 1. Deloitte & Touche LLP a
Page 217 and 218: DEFINITIONS For the purpose of this
Page 219 and 220: “LSH Trading” .................
Page 221 and 222: “Composite Document” ..........
Page 223 and 224: “Participants” ................
Page 225 and 226: GLOSSARY OF TECHNICAL TERMS To faci
Page 227 and 228: “project manager” .............
Page 229 and 230: APPENDIX 1 INDEPENDENT AUDITORS’
Page 231 and 232: A. Consolidated Balance Sheets As a
Page 233 and 234: OTTO MARINE LIMITED AND ITS SUBSIDI
Page 245 and 246: Concentrations of credit risk exist
Page 247 and 248: 8 Construction Contracts OTTO MARIN
Page 249 and 250: 12 Associates 2007 2006 2005 $’00
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15 Property, Plant and Equipment OT
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OTTO MARINE LIMITED AND ITS SUBSIDI
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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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