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14.2 The Share Award Scheme may be terminated at any time by the Committee and by resolution of the Shareholders in general meeting, subject to all relevant approvals which may be required and if the Share Award Scheme is so terminated, no further Awards shall be granted by the Company hereunder. 14.3 The termination of the Share Award Scheme shall not affect Awards which have been granted, whether such Awards have been Released (whether fully or partially) or not. 15. Annual Report Disclosure The Company shall make the following disclosures in its annual report to Shareholders for the duration of the Share Award Scheme: 15.1 the names of the members of the Committee; 15.2 information as required in the table below for the following Participants: (a) Participants who are Directors; (b) Participants who are Controlling Shareholders or Associates of Controlling Shareholders; (c) Participants (other than those in paragraphs (a) and (b) above) who have received Shares pursuant to the release of Awards granted under the Share Award Scheme which, in aggregate, represent five (5) per cent. or more of the aggregate of the total number of New Shares available under the Share Award Scheme, the following information: 1. name of the Participant; 2. the aggregate number of Shares comprised in the Awards granted during the financial year under review; 3. the number of New Shares allotted to such Participant during the financial year under review; 4. the number of existing Shares purchased for delivery pursuant to release of Awards under the Shaer Award Scheme during the financial year under review; 5. the aggregate number of Shares comprised in Awards which have not been released as at the end of the financial year under review; 6. the aggregate number of Shares comprised in the Awards granted from the commencement of the Share Award Scheme to the end of financial year under review; 7. the number of New Shares allotted to such Participant since the commencement of the Share Award Scheme to the end of financial year under review; and 8. the number of existing Shares transferred to such Participant since the commencement of the Share Award Scheme to the end of the financial year under review. 15.3 in relation to the Share Award Scheme, the following particulars: (a) the aggregate number of Shares comprised in Awards vested since the commencement of the Share Award Scheme to the end of the financial year under review; (b) the aggregate number of New Shares issued which are comprised in Awards vested during the financial year under review; and (c) the aggregate number of Shares comprised in Awards which have not been released as at the end of the financial year under review. If any of the disclosure above in the foregoing of this Rule 15 is not applicable, an appropriate negative statement will be included in the annual report. 16. Taxes, Costs and Expenses of the Share Award Scheme 16.1 Notwithstanding anything herein, each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares or transfer of Shares pursuant to the Release of any Award in CDP’s name, the deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the Participant’s securities sub-account with a CDP Depository Agent. A5-10
16.2 The Participants shall be responsible for obtaining any governmental or other official consent that may be required by any country or jurisdiction in order to permit the grant or Vesting of the relevant Award. All taxes (including income tax) arising from the grant or Vesting of any Award under the Share Award Scheme shall be borne by that Participant. The Company shall not be responsible for any failure by the Participant to obtain any such consent or for any tax or other liability to which the Participant may become subject as a result of his participation in the Share Award Scheme. 17. Disclaimer of Liability Notwithstanding any provisions herein contained, the Company, its Directors or employees or the Committee shall not under any circumstances be held liable for any costs, losses, expenses liabilities or damages whatsoever and howsoever arising in respect of any matter under or in connection with the Share Award Scheme, including but not limited to any delay or failure to issue the Shares or procure the transfer of the Shares or to apply for or procure the listing of new Shares on the <strong>SGX</strong>-ST in accordance with Rule 7.1(c) (and any other stock exchange on which the Shares are quoted or listed). 18. Disputes Any disputes or differences of any nature arising hereunder (other than matters to be confirmed by the Auditors in accordance with the Share Award Scheme) shall be referred to the Committee and its decision shall be final and binding in all respects (including any decisions pertaining to disputes as to interpretation of the Share Award Scheme or any Rule, regulation, procedure thereunder or as to any rights under the Share Award Scheme). 19. Governing Law The Share Award Scheme shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by being granted Awards in accordance with the Share Award Scheme, and the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore. A5-11
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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
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In October 2006, we started engagin
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Transactions with interested person
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Opinion of the Independent Financia
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At an EGM held on 19 November 2008,
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DESCRIPTION OF OUR SHARES The follo
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Unless otherwise directed, dividend
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TAXATION The following is a discuss
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PLAN OF DISTRIBUTION The Offering U
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convertible into or exchangeable or
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egulations. Persons into whose poss
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including any corporation or other
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TRANSFER RESTRICTIONS Because the f
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LEGAL MATTERS The validity of the O
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GENERAL AND STATUTORY INFORMATION I
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Name Present Directorships Past Dir
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2. None of our Directors, Executive
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Company Name Date of Incorporation
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(viii) subscription agreement dated
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Consents 1. Deloitte & Touche LLP a
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DEFINITIONS For the purpose of this
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“LSH Trading” .................
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“Composite Document” ..........
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“Participants” ................
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GLOSSARY OF TECHNICAL TERMS To faci
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“project manager” .............
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APPENDIX 1 INDEPENDENT AUDITORS’
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A. Consolidated Balance Sheets As a
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OTTO MARINE LIMITED AND ITS SUBSIDI
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Concentrations of credit risk exist
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8 Construction Contracts OTTO MARIN
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12 Associates 2007 2006 2005 $’00
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15 Property, Plant and Equipment OT
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Page 259 and 260: The net assets acquired in the tran
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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: 11.3 Any notice or other communicat
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
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Page 332: Otto Marine Limited 9 Temasek Boule
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