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

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This report has been prepared solely in connection with the proposed listing of the Company’s shares on the Singapore Exchange Securities Trading Limited. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Yours faithfully Deloitte & Touche LLP Public Accountants and Certified Public Accountants Singapore Ng Peck Hoon Partner A1-2
A. Consolidated Balance Sheets As at December 31, 2007, 2006 and 2005 OTTO MARINE LIMITED AND ITS SUBSIDIARIES Note 2007 2006 2005 $’000 $’000 $’000 ASSETS Current assets Cash and bank balances ................................... 6 18,186 14,238 1,285 Pledged deposits ........................................ 6 195,718 40,969 138 Trade receivables. ....................................... 7 25,538 4,239 20,430 Gross amount due from customers for contract work ............. 8 94,300 27,418 — Deposits, prepayments and other receivables. ................... 9 61,757 21,803 7,675 Inventories . . .......................................... 10 81,465 25,769 21,373 Total current assets ...................................... Non-current assets 476,964 134,436 50,901 Investment in associates ................................... 12 4,709 — — Available-for-sale investments .............................. 13 4,080 — — Goodwill .............................................. 14 5,101 922 — Property, plant and equipment .............................. 15 91,011 18,527 11,717 Total non-current assets ................................... 104,901 19,449 11,717 Total assets. ........................................... 581,865 153,885 62,618 LIABILITIES AND EQUITY Current liabilities Loans and overdraft ...................................... 16 136,847 38,237 25,754 Trade payables ......................................... 17 168,765 39,594 20,619 Gross amount due to customers for contract work. ............... 8 97,341 35,070 277 Other payables ......................................... 18 6,561 6,210 3,805 Deferred gain — short-term ................................ 19 482 — — Current portion of finance leases ............................ 20 80 25 — Income tax payable ...................................... 2,122 905 513 Total current liabilities .................................... Non-current liabilities 412,198 120,041 50,968 Loans and overdraft ...................................... 16 47,516 — — Deferred gain — long-term ................................ 19 12,619 — — Finance leases .......................................... 20 347 170 — Loan from related parties .................................. 21 51,381 27,872 52,170 Total non-current liabilities ................................ Capital, reserves and minority interests 111,863 28,042 52,170 Issued capital ....................................... 22 32,500 32,500 500 Capital reserve ...................................... 23 1,656 1,162 294 Translation reserve ................................... (5,249) (1,158) 13 Accumulated profits (losses) ............................ 32,904 (9,023) (29,223) Equity attributable to equity holders of the Company ........ 61,811 23,481 (28,416) Minority interests .................................... 24 (4,007) (17,679) (12,104) Total equity (capital deficiency) ........................... 57,804 5,802 (40,520) Total liabilities and equity (capital deficiency). ................ 581,865 153,885 62,618 See accompanying notes to financial statements. A1-3
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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
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delivered in 2005 and one vessel wa
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These inter-company payments and ad
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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 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
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Page 229: APPENDIX 1 INDEPENDENT AUDITORS’
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’
Page 275 and 276: 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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