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“Shareholder” .................... Ourregistered shareholders, except where the registered shareholder is CDP, the term “Shareholders” shall in relation to such Shares, mean the Depositor whose Securities Accounts are created with Shares “Shareholders’ Mandate” ............ Ourgeneral mandate from Shareholders for the entering into certain interested person transactions as having been obtained from our shareholders “Shares” ........................ Ordinary shares in the capital of our Company “Share Split” ..................... Thesub-division of every one (1) share in the share capital of our Company into 30 Shares “Singapore” ..................... Republic of Singapore “SOLAS, 1974” .................. International Convention for the Safety of Life at Sea 1974 “Substantial Shareholder” ........... AShareholder who has an interest in 5.0% or more of our voting shares “Sulzer” ........................ Sulzer Ltd., a company incorporated in Switzerland “Third Batamec Restructuring” . . . .... Theshare sale and purchase agreement entered into and between us and Brizill International whereby we acquired a 29.9% interest held by Brizill International in PT Batamec (consisting of 15,107 Class A shares and 72,500 Class B shares in PT Batamec) for a consideration of approximately IDR 221.0 billion “Tourquoise Option” ............... Theoption granted by Yaw Chee Siew to us on 30 May 2008, to purchase all of the issued shares of Tourquoise “Tunisia” ....................... Tunisian Republic “UAE” ......................... TheUnited Arab Emirates “UK” .......................... TheUnited Kingdom of Great Britain and Northern Ireland “US” or “USA”. .................. TheUnited States of America “Vendor Shares” .................. The29,250,000 Shares for which the Vendors invite applications to purchase on the terms and subject to the conditions of this document “Venezuela” ..................... Bolivarian Republic of Venezuela “Yaw Family” .................... YawChee Siew, Yaw Chee Ming and Hiew Teck Seng, also known as Yaw Teck Seng Currencies, Units and Others “A$”........................... Australian dollars “Euros” or “A” ................... ‘‘$”, “SGD”, “Singapore Dollars” or Euros “S$” and “cents” ................ Singapore dollars and cents, respectively “USD”, “US$” or “US Dollars. ....... United States dollars “IDR”, “Rupiah” or “Rp” ........... Indonesian Rupiah “RM” or “Ringgit” ................ Malaysian Ringgit “Yen”.......................... Japanese Yen “%” or “per cent.” ................. Percentum or percentage “m” or “m 2 ”..................... metres or metres squared 210
GLOSSARY OF TECHNICAL TERMS To facilitate a better understanding of our business, the following glossary provides a description of some of the technical terms and abbreviations commonly found in our industry. The terms and their assigned meanings may not correspond to standard industry or common meanings, or usage of these terms, as the case may be. “ABS” ......................... American Bureau of Shipping “AHT” ......................... Anchor Handling Tugs “AHTS” ........................ Anchor Handling Tug Supply “AIS” .......................... Automatic identification system “ballast system” .................. Thesystem of pumping sea water into tanks to achieve stability of the vessel “bare-boat charter” ................ Anarrangement under which a vessel is hired without crew or other provisions “barge” ......................... Aflat-bottomed steel vessel used for the transportation of cargoes or for accommodation customarily used in commercial ship canals and in ports where ships are unable to load or unload at the quay due to shallow draft or for beaching operations for the purpose of loading and/or unloading cargoes in remote and shallow waters not accessible to conventional ships “berth” ......................... Thelocation in a shipyard or harbour used specifically for mooring vessels while not at sea “BHP” or “bhp” .................. Brake horse power, being a measure of engine power “BIMCO” ....................... TheBaltic and International Maritime Council “blasting” ....................... Aprocess by which surfaces are treated using abrasive copper slag or ultra high pressure water “block” ......................... Alarge section of the vessel constructed from individual steel components, which are welded together to form panels, which is then assembled together with other blocks on the erection berth “bollard pull” or “BP” .............. Ameasure of the static pull of a vessel which is used to describe the pulling capability of towing vessels “charter” ........................ Acontract between a shipowner and charterer “charterer” ...................... Aperson or firm hiring a vessel for the carriage of goods or other purposes “classification society” ............. Anyoneofanumber of worldwide non-governmental, experienced and reputable organisations or groups of professionals, ship surveyors and representatives of offices that promote the safety and protection of the environment of vessels and offshore structures by setting technical rules, confirming that designs and calculations meet these rules, surveying vessels and structures during the process of construction and commissioning, and periodically surveying vessels to ensure that they continue to meet the rules “CNC” ......................... Acomputer numeric control machine, being a powered mechanical cutting device typically used for fabricating steel components “dock” ......................... Anenclosed basin surrounded by quays used for berthing and unberthing vessels “docking cradle” .................. Asteel support structure that bears the weight of the vessel to allow the vessel to be drydocked or moved 211
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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
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Interested Person Relationship With
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As of the Latest Practicable Date t
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inflation rate) for the remaining t
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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
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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 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: “Participants” ................
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 267 and 268: APPENDIX 2 INDEPENDENT AUDITORS’
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8. Goodwill OTTO MARINE LIMITED AND
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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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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