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

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(e) the material contracts referred to in “— Material Contracts”; (f) the Service Agreements referred to in “Directors and Senior Management — Service Agreements”; (g) the letters of consent referred to in “— Consents”; (h) the report of Seascope referred to in “Industry Overview”; and (i) the valuation report of DTZ Debenham Tie Leung (SEA) Pte. Ltd. as referred to in “Interested Person Transaction and Conflict of Interests — Present and Ongoing Interested Person Transaction — Lease Agreement Between Our Company and Samling Singapore”. 202
DEFINITIONS For the purpose of this document, the accompanying Application Forms and, in relation to the Electronic Applications, the instructions appearing on the screens of the ATMs or the IB websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply where the context so admits: Group Companies “Company” or “Otto Marine” ........ Otto Marine Limited, a company incorporated in Singapore and formerly known as Otto Industrial Co (Pte) Ltd “Aries” or “Aries Offshore Singapore” . . Aries Offshore Singapore Pte. Ltd., a company incorporated in Singapore “Blue Fin I” ..................... Blue Fin I Pte. Ltd., a company incorporated in Singapore “Blue Fin II”. .................... Blue Fin II Pte. Ltd., a company incorporated in Singapore “Blue Fin III” .................... Blue Fin III Pte. Ltd., a company incorporated in Singapore “Blue Fin IV” .................... Blue Fin IV Pte. Ltd., a company incorporated in Singapore “Blue Fin V”. .................... Blue Fin V Pte. Ltd., a company incorporated in Singapore “Blue Fin Subsidiaries” ............. Subsidiaries of our Company consisting of Blue Fin I, Blue Fin II, Blue Fin III, Blue Fin IV and Blue Fin V “Group” ........................ OurCompany, subsidiaries and associated companies “GC Rieber” ..................... GCRieber Shipping ASA, a Company incorporated in Norway “Otto Fleet” ..................... Otto Fleet Pte. Ltd., a company incorporated in Singapore “Otto Investment” ................. Otto Investment Limited, a company incorporated in Federal Territory of Labuan, Malaysia “OM Offshore” ................... OMOffshore Pte. Ltd., a company incorporated in Singapore “Otto Offshore”. .................. Otto Offshore Limited, a company incorporated in the Federal Territory of Labuan, Malaysia “Otto Offshore (Qidong)” ........... Otto Offshore (Qidong) Co. Ltd., a company incorporated in China “Otto Strategic”. .................. Otto Strategic Pte. Ltd., a company incorporated in Singapore “Otto 1 Ltd.” ..................... Acompany incorporated in St. Vincent and the Grenadines “Otto 2 Ltd.” ..................... Acompany incorporated in St. Vincent and the Grenadines “Otto Ventures” ................... Otto Ventures Pte. Ltd., a company incorporated in Singapore and formerly known as Rig Ventures Pte. Ltd. “Polar Marine I” .................. Polar Marine I Pte. Ltd., a company incorporated in Singapore “Polar Marine II” ................. Polar Marine II Pte. Ltd., a company incorporated in Singapore “PT Batamec” .................... PTBatamec, a company incorporated in Indonesia “PT Lestari” ..................... PTLestari Utama Nusantara, a company incorporated in Indonesia “Sea Dolphin Finance” ............. SeaDolphin Finance Limited, a company incorporated in the British Virgin Islands “Tarpon 1” ...................... Tarpon 1 Pte. Ltd., a company incorporated in Singapore “Tarpon 2” ...................... Tarpon 2 Pte. Ltd., a company incorporated in Singapore “Tarpon 3” ...................... Tarpon 3 Pte. Ltd., a company incorporated in Singapore “Tarpon 4” ...................... Tarpon 4 Pte. Ltd., a company incorporated in Singapore “Tarpon 5” ...................... Tarpon 5 Pte. Ltd., a company incorporated in Singapore 203
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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
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Our Board believes that Yaw Chee Si
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SHARE AWARD SCHEME On 2 September 2
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such Awards will receive in lieu of
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However, as the Share Award Scheme
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SUBSTANTIAL SHAREHOLDERS AND VENDOR
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Information on Cornerstone Investor
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Memorandum and Articles of Associat
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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 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: Consents 1. Deloitte & Touche LLP a
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
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APPENDIX 2 INDEPENDENT AUDITORS’
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OTTO MARINE LIMITED AND ITS SUBSIDI
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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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