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

More documents

Recommendations

Info

Name Present Directorships Past Directorships Ng Chee Keong ...... Group companies Otto Marine Limited Non-group companies Center for Maritime Studies, the National University of Singapore Mermaid Maritime Public Company Limited PSA International Pte. Ltd. Group companies None Non-group companies Antwerp Car Processing Centre N.V. Antwerp Container Engineering N.V. Car Check Terminal N.V. CargoD2D Pte Ltd COSCO-PSA Terminal Private Limited CWT Limited Dalian Container Terminal Co., Ltd. Eastern Sea Laem Chabang Terminal Co., Ltd. Frontline Technologies Corporation Limited (now known as BT Frontline Pte. Ltd.) Fujian Straits Pte Ltd Guangzhou Container Terminal Co, Ltd. Hesse-Noord Natie N.V. HNN Balie N.V. HNN Logistics N.V. Incheon Container Terminal Co., Ltd. International Stevedoring Company N.V. Norexa N.V. Maritime Capital Shipping Limited Portnet.com Europe Pte. Ltd. Portnet.com International Pte Ltd Portnet.com LLC Portnet.com Pte Ltd Portnet.com Seattle Pte. Ltd. Posh SEMCO Pte. Ltd. PSA Africa Mid-East Pte. Ltd. PSA China Pte Ltd PSA Corporation Limited PSA Europe Pte Ltd PSA India Pte Ltd PSA Korea Pte. Ltd. PSA Marine (Pte) Ltd PSA N E Asia Pte Ltd PSA S E Asia Pte Ltd PSA SICAL Terminals Limited PSA Sines — Terminals de Contentores; S.A. PSA World Port Pte. Ltd. Sea Consortium Pte. Ltd. Singapore Dalian Port Investment Pte Ltd. Singapore Guangzhou Port Investment Pte. Ltd. Sinport Sinergie Portuall S.p.A. STX Pan Ocean Co., Ltd. Voltri Terminal Europa S.p.A. Vopak Terminals Singapore Pte Ltd Notes: (1) Our Directors, Yaw Chee Siew and Lee Kok Wah are directors of a UAE incorporated company called Otto Industrial UAE LLC, which is in the business of quarry mining. Although this company has a similar name as to that of ours, it is in a completely different business and therefore, there is no conflicts of interest arising on the part of these two Directors. (2) Our Directors, Yaw Chee Siew and Lee Kok Wah, are directors of Otto Shipyard Pte. Ltd., a Singapore incorporated company which was struck off in August 2008. There is no shareholding qualification for Directors in our Articles of Association. Our Executive Chairman, Yaw Chee Siew and our Group Managing Director, Lee Koh Wah have attended a course called “Understanding the Regulatory Environment in Singapore” co-organised by the <strong>SGX</strong>-ST and the Singapore Institute of Directors on 6 March 2008. Our Non-executive and Non-independent Director, Craig Foster Pickett has been briefed by the Legal Advisers to the Offering on the responsibilities and obligations of a director of a public listed company and will in due course undergo training on the same. Our Independent Directors, Ng Chee Keong and Reggie Thein and our Non-executive and Nonindependent Director, William Edward Alastair Morrison have prior experience as directors of public listed companies in Singapore. 194
2. None of our Directors, Executive Officers or Controlling Shareholders: (i) has, at any time during the last ten years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; (ii) has, at any time during the last ten years, had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding-up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency; (iii) has any unsatisfied judgment against him; (iv) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; (v) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach; (vi) has, at any time during the last ten years, had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; (vii) has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; (viii) has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; (ix) has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body permanently or temporarily enjoining him from engaging in any type of business practice or activity; (x) has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: (a) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; (b) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; (c) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or (d) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; and (xi) has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere. 195
Page 1 and 2:
OTTO MARINE LIMITED PROSPECTUS DATE
Page 3 and 4:
Our Financial Highlights Over the l
Page 5 and 6:
Our Strategies We intend to consoli
Page 7 and 8:
NOTICE TO INVESTORS. ..............
Page 9 and 10:
All references to the “Latest Pra
Page 11 and 12:
CORPORATE INFORMATION Board of Dire
Page 13 and 14:
United Overseas Bank Limited 80 Raf
Page 15 and 16:
SUMMARY The following summary is qu
Page 17 and 18:
Strategies We intend to consolidate
Page 19 and 20:
The Offering The Issuer ...........
Page 21 and 22:
on the SGX-ST will be in Singapore
Page 23 and 24:
Consolidated Balance Sheets As at A
Page 25 and 26:
INDICATIVE TIMETABLE The indicative
Page 27 and 28:
Risks Relating to Our Business and
Page 29 and 30:
companies and their affiliates acco
Page 31 and 32:
more of the administrative tasks an
Page 33 and 34:
Labour problems may disrupt our ope
Page 35 and 36:
Our operations may be adversely aff
Page 37 and 38:
The exchange price for the first tr
Page 39 and 40:
American-led military campaigns in
Page 41 and 42:
liquidity, the price of such shares
Page 43 and 44:
Over Code. A take-over offer is als
Page 45 and 46:
able to use the net proceeds to mak
Page 47 and 48:
EXCHANGE RATES AND EXCHANGE CONTROL
Page 49 and 50:
CAPITALISATION AND INDEBTEDNESS The
Page 51 and 52:
(2) As at 1 January 2005, Yaw Chee
Page 53 and 54:
Consolidated Balance Sheets As at A
Page 55 and 56:
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
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
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
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 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: Name Present Directorships Past Dir
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
Page 251 and 252: 15 Property, Plant and Equipment OT
Page 255 and 256: 20 Finance Leases OTTO MARINE LIMIT
Page 257 and 258: 26 Other (Expense) Income OTTO MARI
Page 259 and 260:
The net assets acquired in the tran
Page 261 and 262:
OTTO MARINE LIMITED AND ITS SUBSIDI
Page 263 and 264:
Page 265 and 266:
Page 267 and 268:
APPENDIX 2 INDEPENDENT AUDITORS’
Page 269 and 270:
Page 271 and 272:
Page 273 and 274:
Page 275 and 276:
8. Goodwill OTTO MARINE LIMITED AND
Page 277 and 278:
Page 279 and 280:
Page 281 and 282:
APPENDIX 3 SUMMARY OF OUR MEMORANDU
Page 283 and 284:
Voting Rights Every member (other t
Page 285 and 286:
fees and current receipts shall, su
Page 287 and 288:
APPENDIX 4 SUMMARY OF THE RELEVANT
Page 289 and 290:
espective implementation regulation
Page 291 and 292:
vessels would be responsible for co
Page 293 and 294:
instructions and procedures in an e
Page 295 and 296:
1. APPENDIX 5 RULES OF THE OTTO MAR
Page 297 and 298:
2.5 Any reference in the Share Awar
Page 299 and 300:
5.9 As soon as reasonably practicab
Page 301 and 302:
accordance with Rule 7.1(a) and, th
Page 303 and 304:
11.3 Any notice or other communicat
Page 305 and 306:
16.2 The Participants shall be resp
Page 307 and 308:
APPENDIX 6 LETTER FROM INDEPENDENT
Page 309 and 310:
usiness, provided that all such tra
Page 311 and 312:
will not be prejudicial to the inte
Page 313 and 314:
APPENDIX 7 TERMS, CONDITIONS AND PR
Page 315 and 316:
(ii) deem your application as withd
Page 317 and 318:
18. In the event that an interim st
Page 319 and 320:
(d) you will not be entitled to exe
Page 321 and 322:
with an ATM card which is not issue
Page 323 and 324:
(2) If you make your Internet Elect
Page 325 and 326:
6: Read and understand the followin
Page 327 and 328:
6. board rates at the time of the a
Page 329 and 330:
(This page is intentionally left bl
Page 332:
Otto Marine Limited 9 Temasek Boule
show all

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

Create successful ePaper yourself

Delete template?

Save as template?