sip1310018 project eagle final (1855)c

8/14/2019 SIP1310018 Project Eagle Final (1855)C

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A fast expanding offshore support

services provider with a young and

diverse fleet in Asia and beyond

PROSPECTUS DATED 6 NOVEMBER 2013(Registered by the Monetary Authority of Singapore on 6 November 2013)

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS

TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR

LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER.

Applications should be received by 12.00 noon on 11 November 2013 or such other time and date as our Company may,

in consultation with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint

Underwriters in their absolute discretion decide, subject to any limitation under all applicable laws and the rules of

the SGX-ST.

We have applied to the Singapore ExchangeSecurities Trading Limited (the SGX-ST) for

permission to deal in and for quotation of all the

ordinary shares (the Shares) in the capital

of Pacific Radiance Ltd. (the Company)

already issued, the new Shares (the New

Shares or the Invitation Shares) which

are the subject of this Invitation (as defined

herein), the new Shares to be issued to United

Overseas Bank Limited (the UOB Shares)

pursuant to the UOB Loan Agreements (as

defined herein) and the Shares which may

be issued or transferred upon the release

of the share awards to be granted under the

Pacific Radiance Performance Share Plan (thePerformance Shares). Such permission will

be granted when we have been admitted to the

Official List of the Main Board of the SGX-ST.

The dealing in and quotation of our Shares

will be in Singapore dollars.

Acceptance of applications will be conditional

upon, inter alia, the issue of the New Shares

and upon permission being granted by the

SGX-ST to deal in, listing of and quotation for

all our existing issued Shares, the New Shares,

the UOB Shares and the Performance Shares.

PACIFIC RADIANCE LTD.

(Company Registration No.: 200609894C)(Incorporated in the Republic of Singaporeon 6 July 2006)

Invitation in respect of 171,875,000 Invitation Sharescomprising 171,875,000 New Shares as follows:

(a) 5,000,000 Offer Shares (as defined herein) at S$0.90each by way of public offer; and

(b) 166,875,000 Placement Shares (as defined herein)at S$0.90 each by way of placement, comprising:-

(i) 163,437,000 Placement Shares; and

(ii) 3,438,000 Reserved Shares (as defined herein)reserved for our Independent Directors (asdefined herein), employees, business associatesand those who have contributed to the successof our Group,

payable in full on application.

JOINT ISSUE MANAGERS AND

JOINT GLOBAL CO-ORDINATORS

JOINT BOOKRUNNERS AND

JOINT UNDERWRITERS

A fast growingoffshore support

services provider.

If permission is not granted for any reason,monies paid in respect of any application

accepted will be returned to you at your own

risk, without interest or any share of revenue

or other benefit arising therefrom, and you will

not have any claim against us, the Joint Issue

Managers, the Joint Global Co-ordinators, the

Joint Bookrunners and the Joint Underwriters.

We have received a letter of eligibility-to-list

from the SGX-ST for our Shares, the New

Shares, the UOB Shares and the Performance

Shares. The SGX-ST assumes no responsibility

for the correctness of any of the statements

made, opinions expressed or reports containedin this Prospectus. Admission to the Official

List of the Main Board of the SGX-ST is not to

be taken as an indication of the merits of the

Invitation, our Company, our Subsidiaries (as

defined herein), our Shares, the New Shares,

the UOB Shares and the Performance Shares.

A copy of this Prospectus has been lodged

with and registered by the Monetary Authority

of Singapore (the Authority) on 28 October

2013 and 6 November 2013 respectively. The

Authority assumes no responsibility for the

contents of this Prospectus. Registration ofthis Prospectus by the Authority does not

imply that the requirements of the Securities

and Futures Act (as defined herein), or any

other legal or regulatory requirements, have

been complied with. The Authority has not, in

any way, considered the merits of our Shares

and the New Shares, as the case may be, being

offered for investment. We have not lodged

or registered this Prospectus in any other

jurisdiction.

The investment in our Shares involves

risks which are described in the section

entitled Risk Factors of this Prospectus.Potential investors in our Company are

advised to read the section entitled Risk

Factors of this Prospectus and the rest

of this Prospectus carefully and to seek

professional advice if in doubt.

No Shares shall be allotted and/or allocated

on the basis of this Prospectus later than

six months after the date of registration of

this Prospectus by the Authority.


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Own, manage, charter and

operate offshore vessels which

comprise OSVs, AWBs, DSVs,

SCVs and tugs and barges

Offshore Support

Services Business

Subsea

Business

Complementary

Businesses

Inspection, repair and

maintenance services

Light construction services

Owns two DSVs

Marine Equipment Business

- Design supply and maintenance

of deck equipment (e.g. winches

and cranes)

Project Logistics Business

- Provide logistics solutions for

project cargo

Our Business Segments

WE STRIVE TO CONTINUALLY BE:

Relevantto our clients needs

Reliablein our service delivery and execution

Responsiveto industry trends

WHO WE ARE:

A fast expanding offshore support services provider

in Asia and beyond

We own and operate a young and diverse fleet of

offshore vessels which supports the needs of the

oil and gas fields project life cycle

Our in-house supply chain expedites our newbuildprocess, cuts turnarounds and helps us respond

swiftly to clients needs

PACIFIC RADIANCE AT A GLANCE:

183Onshore Personnel

1,026Offshore Personnel(including associated companies)

133Wholly and Jointly-owned Vessels

US$130.8mRevenue in FY2012

US$570.4mTotal Assets in FY2012


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Our Presence in SoutheastAsia and Key Emerging Regions

Our SMARTwork practices are built on the following values:-

Safetywhich will always remain our Groups first priority

Modestythat our success is built on the solid support of our

co-workers, partners and customers

Advancingalways, as our Group constantly seeks new and

better ways to serve our customers, to drive long-term and

sustainable growth

Relationshipsare the key source of our strength, as we build

robust and enduring positions with all stakeholders

Trustworthythat our clients can count on us to deliver every

project in a reliable, honest and professional manner

Our

Work Culture

Well-positioned to tap high growthand cabotage-protected markets

Area of Operations


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CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . 20

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2

OVERVIEW OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . 23

OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 5

LISTING ON THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4

SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9

USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2

EXCHANGE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 0

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 0

SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 71

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . 71

CONSOLIDATED BALANCE SHEETS OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . 72

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3

OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

REVIEW OF OPERATING RESULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

NEGATIVE WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

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INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

CAPITAL EXPENDITURE AND DIVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

CONTINGENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

SIGNIFICANT ACCOUNTING POLICY CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

OUR CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . . 106

MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

ASSOCIATED COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

OUR HISTORY AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

OUR BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

OUR OPERATING ASSETS AND UTILISATION RATES . . . . . . . . . . . . . . . . . . . . . . . 139

QUALITY ASSURANCE AND SAFETY MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . 142

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144

PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

GOVERNMENT REGULATIONS, PERMITS AND LICENCES . . . . . . . . . . . . . . . . . . . 147

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

PROSPECTS, TRENDS AND ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 48

PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

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TRENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 50

EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 57

DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 60

MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . 172

EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173

RELATED EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF

INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

PAST INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . 179

REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS . . . . . . . . . 179

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 85

NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185

REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186

AUDIT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187

BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189

PACIFIC RADIANCE PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 90

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 03

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203

ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210

FINANCIAL CONDITION AND OPERATIONS OF OUR GROUP . . . . . . . . . . . . . . . . . 211

INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING

SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211

LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213

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M AN AG EM EN T A GR EE ME NT A ND U ND ERW RI TI NG A ND P LA CE ME NT

AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214

INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 218

DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218

APPENDIX A : AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE

FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012 . . A-1

APPENDIX B : UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013 . . . . . . . . . . . . . . . . B-1

APPENDI X C : UNAUDI TED PRO F ORMA CONSOLI DATED FINANCIAL

INFORMATION OF PACIFIC RADIANCE LTD. AND ITSSUBSI DI ARI ES FOR T HE FINANCIAL YEAR ENDED 31

DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013 . C-1

APPENDIX D : SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION

OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D -1

APPENDIX E : DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . E -1

APPENDIX F : TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F -1

APPENDIX G : TAXATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G -1

APPENDIX H : SUMMARY OF THE RELEVANT LAWS AND REGULATIONS . . . . . H-1

APPENDIX I : RULES OF THE PACIFIC RADIANCE PERFORMANCE SHARE

PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I -1

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BOARD OF DIRECTORS : Mr Pa ng Yok e Min, Executive Chairman

Mr Mok Weng Vai, Executive Director

Mr Pang Wei Meng, Executive Director

Mr Lau Boon Hwee, Executive Director

Mr Yong Yin Min, Non-Executive Director

Mr Ng Tiong Gee, Lead Independent Director

Ms Ooi Chee Kar, Independent Director

Mr Goh Chong Theng, Independent Director

Mr Wong Meng Hoe, Independent Director

Mr Choo Boon Tiong, Independent Director

JOINT COMPANY SECRETARIES : Ms Lin Moi Heyang, ACIS

Ms Low Mei Wan, ACIS

REGISTERED OFFICE : 15 Pandan Road

Singapore 609263

JOINT ISSUE MANAGERS AND

JOINT GLOBAL CO-ORDINATORS

: United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

UOB Kay Hian Private Limited

8 Anthony Road

#01-01

Singapore 229957

JOINT BOOKRUNNERS AND

JOINT UNDERWRITERS

: United Overseas Bank Limited

80 Raffles PlaceUOB Plaza

Singapore 048624


8 Anthony Road

#01-01

Singapore 229957

DBS Bank Ltd.

12 Marina Boulevard, Level 46

DBS Asia Central @ MBFC Tower 3

Singapore 018982

Oversea-Chinese Banking Corporation Limited

65 Chulia Street

#09-00 OCBC Centre

Singapore 049513

AUDITORS AND REPORTING

AUDITORS

: Ern st & Yo ung LL P

One Raffles Quay

North Tower, Level 18

Singapore 048583

Partner-in-Charge: Mr Max Loh Khum Whai

(Chartered Accountant, a member of theInstitute of Singapore Chartered Accountants)

CORPORATE INFORMATION

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SOLICITORS TO THE INVITATION

AND LEGAL ADVISERS TO OUR

COMPANY ON SINGAPORE LAW

: TSMP Law Corporation

6 Battery Road

#41-00

Singapore 049909

SOLICITORS TO THE JOINT ISSUE

MANAGERS, JOINT GLOBAL

CO-ORDINATORS, JOINT

BOOKRUNNERS AND JOINT

UNDERWRITERS ON SINGAPORE

LAW

: Rodyk & Davidson LLP

80 Raffles Place

#33-00 UOB Plaza 1

Singapore 048624

LEGAL ADVISERS TO

OUR COMPANY ON THE

LAWS OF AUSTRALIA

: DLA Piper Australia

201 Elizabeth Street

Sydney NSW 2000

Australia

LEGAL ADVISERS TO

OUR COMPANY ON THE

LAWS OF BRAZIL

: Kincaid Mendes Vianna Advogados

Avenida Rio Branco,

25 1, 2 e 15 andares Centro

CEP: 20090-003

Rio de Janeiro RJ,

Brasil

LEGAL ADVISERS TO OUR

COMPANY ON THE LAWS OF

THE BRITISH VIRGIN ISLANDS

: Maples and Calder (Singapore) LLP

50 Raffles Place

37th Floor, Singapore Land Tower

Singapore 048623



HONG KONG

: Howse Wil liam Bowers

27/F Alexandra House

18 Chater Road, Central

Hong Kong, SAR


COMPANY ON THE LAWS

OF INDONESIA

: Hanafiah Ponggawa & Partners

Wisma 46 Kota BNI

41st Floor Jalan Jenderal Sudirman Kav. 1

Jakarta 10220

Indonesia

LEGAL ADVISERS TO OURCOMPANY ON THE LAWS

OF MALAYSIA

: Naq iz & Pa rtn er sNo. 42A Lorong Dungun

Damansara Heights 50490,

Kuala Lumpur

Wilayah Persekutuan 50490

Malaysia



MOZAMBIQUE

: Bhikha & Popat Advogados, LDA.

Cart. Prof. 281

Av. 25 de Setembro, Nmero 1383

6o Andar, Porta 612-

Maputo, Moambique


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THE NETHERLANDS

: Allen & O very LL P

Apollolaan 15, 1077 AB

Amsterdam

The Netherlands



PAPUA NEW GUINEA

: Pacif ic Legal Group

Ground Floor, Investwell Building Allotment 30,

Section 38, New Hohola Commercial Estate,

Gordons,

P.O. Box 904 Port Moresby,

National Capital District

Papua New Guinea

SHARE REGISTRAR AND

SHARE TRANSFER OFFICE

: Tricor Barbinder Share Registration Services

80 Robinson Road

#02-00

Singapore 068898

PRINCIPAL BANKERS : United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

DBS Bank Ltd.



Singapore 018982

Oversea-Chinese Banking Corporation Limited65 Chulia Street

#09-00 OCBC Centre

Singapore 049513

Credit Suisse AG

One Raffles Quay

Singapore 048583

Standard Chartered Bank

8 Marina Boulevard

Marina Bay Financial Centre Tower 1

Singapore 018981

RECEIVING BANK : United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624


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In this Prospectus and the accompanying Application Forms and, in relation to Electronic

Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the

mobile banking interfaces of DBS and the internet banking websites of the relevant Participating

Banks, unless the context otherwise requires, the following definitions apply throughout where the

context so admits:

Entities within our Group

Alam Radiance (L) : Alam Radiance (L) Inc

Alam Radiance (M) : Alam Radiance (M) Sdn Bhd

Alstonia Offshore : Alstonia Offshore Pte. Ltd.

CA Offshore : CA Offshore Investment Inc.

Company : Pacific Radiance Ltd.

Consolidated Pipe Carriers : Consolidated Pipe Carriers Pte. Ltd.

Consolidated Pipe Carriers

(Australia)

: Consolidated Pipe Carriers (Australia) Pty. Ltd.

CPC PNG : CPC PNG Limited

CPC Solutions : CPC Solutions Pte. Ltd.

Crest Logistics : Crest Logistics Pte. Ltd.

Crest Offshore Marine : Crest Offshore Marine Pte. Ltd.

Crest Shipyard : Crest Shipyard Pte. Ltd.

Crest Subsea International : Crest Subsea International Pte. Ltd.

CrestSA Marine & Offshore : CrestSA Marine & Offshore Pte. Ltd.

CSI Offshore : CSI Offshore Pte. Ltd.

Envestra Investments : Envestra Investments Limited

Fleetwinch Control : Fleetwinch Control Pte. Ltd.

Group : Our Company, our Subsidiaries and our Associated

Companies

Hudson : Hudson Marine Pte. Ltd.

DEFINITIONS

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Offshore Subsea : Offshore Subsea Services (Asia Pacific) Pte. Ltd.

Pacific Crest : Pacif ic Crest Pte. Ltd.

Pacific Crest (Labuan) : Pacific Crest (Labuan) Ltd.

Pacific Offshore : Pacific Offshore Pte. Ltd.

Pacific Radiance (East Africa) : Pacific Radiance (East Africa), LDA

Prime Offshore : Prime Offshore International Pte. Ltd.

PT Jawa : PT Jawa Tirtamarin

PT Logindo : PT Logindo Samudramakmur Tbk

PT Marine Engineering : PT Marine Engineering Services

PT Subsea : PT Subsea Offshore

Radiance Catico : Radiance Catico Offshore Pte. Ltd.

Radiance Offshore Alagoas : Radiance Offshore Navegacao (Alagoas) Ltda

Radiance Offshore Australia : Radiance Offshore Australia Pty Ltd

Radiance Offshore B.V. : Radiance Offshore B.V.

Strato Maritime Services : Strato Maritime Services Pte. Ltd.

Supreme Radiance : Supreme Radiance Pte. Ltd.

Titan Offshore : Titan Offshore Equipment Pte. Ltd.

Other Companies and Organisations

Authority : The Monetary Authority of Singapore

CDP : The Central Depository (Pte) Limited

CPF : The Central Provident Fund

IDX : The Indonesian Stock Exchange

Joint Bookrunnersor

Joint Underwriters

: UOB, UOBKH, DBS and OCBC Bank

DEFINITIONS

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Joint Issue Managers or Joint

Global Co-ordinators

: UOB and UOBKH

Participating Banks : UOB, DBS and OCBC Bank, and Participating Bankmeans any of the abovementioned entities

SGX-ST : Singapore Exchange Securities Trading Limited

General

Application Forms : The official printed application forms to be used for the

purpose of the Invitat ion which form part of this

Prospectus

Application List : The l ist of applications to subscribe for the InvitationShares

Articlesor Articles of

Association

: The articles of association of our Company

ASEAN : Association of Southeast Asian Nations

ATM : Automated teller machine

Audit Committee : The audit committee of our Company as at the date of

this Prospectus, unless otherwise stated

Boardor Board of Directors : The board of Directors of our Company as at the date of

this Prospectus, unless otherwise stated

BVI : The British Virgin Islands

Companies Act : The Companies Act, Chapter 50, of Singapore, as

amended, supplemented or modified from time to time

DBS : DBS Bank Ltd.

Directors : The directors of our Company as at the date of this

Prospectus, unless otherwise stated

entity : Includes a corporation, an unincorporated association, a

partnership and the government of any state, but does

not include a trust

DEFINITIONS

10


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key executive : (a) in relation to an entity, means an individual who is

employed and who:

(i) makes or participates in making decisions that

affect the whole or a substantial part of the

business of the entity; or

(ii) has the capacity to make decisions which

affect significantly the entitys financial

standing; and

(b) in relation to a group, means an individual who is

employed in an executive capacity by an entity in

the group and who:

(i) makes or participates in making decisions thataffect the whole or a substantial part of the

business of the group; or

(ii) has the capacity to make decisions which

affect significantly the groups financial

standing

Latest Practicable Date : 18 October 2013, being the Latest Practicable Date prior

to the date of lodgement of this Prospectus with the

Authority

Listing Date : The date on which our Shares are admit ted to t he

Official List of the Main Board of the SGX-ST

Listing Manual : The l isting manual of the SGX-ST, as amended,

supplemented, or modified from time to time

Logindo IPO : The l isting of PT Logindo on the IDX

Management Agreement : The management agreement dated 6 November 2013

entered into between our Company and the Joint Issue

Managers

MARPOL : International Convention for the Prevention of Pollution

from Ships 1973

Market Day : A day on which t he SGX-ST is open for tr ading in

securities

Memorandumor

Memorandum of Association

: Memorandum of A ssociation of our Company, as

amended, supplement or modified from time to time

DEFINITIONS

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Merchant Shipping Actor

MSA

: The Merchant Shipping Act, Chapter 179 of Singapore,

as amended, supplemented or modified from time to

time

MPA : Maritime and Port Authority of Singapore

NAV : Net asset value

New Shares : The new Shares which are the subject of the Invitation

upon the terms and subject to the conditions set out in

this Prospectus

NOCs : National oil companies

Nominating Committee : The nominating committee of our Company as at thedate of this Prospectus, unless otherwise stated

Non-executive Directors : The non-executive directors of our Company as at the

date of the Prospectus, unless otherwise stated

NTA : Net tangible assets

OCBC Bank : Oversea-Chinese Banking Corporation Limited

Offer : The invitation by our Company to the public in Singapore

for the subscription of the Offer Shares at the InvitationPrice, subject to and on the terms and conditions of this

Prospectus

Offer Shares : 5,000,000 of the Invitation Shares which are the subject

of the Offer

Performance Share Plan : The Pacific Radiance Performance Share Plan, as may

be amended or modified from time to time, details of

which are set out in the section entitled The Pacific

Radiance Performance Share Plan and Appendix I of

this Prospectus entitled Rules of the Pacific RadiancePerformance Share Plan

Performance Shares : The Shares which may be issued or transferred upon the

release of the share awards pursuant to the Pacific

Radiance Performance Share Plan

PBT : Profit before taxation

PER : Price earnings rat io

Period Under Review : The period which comprises FY2010, FY2011, FY2012and HY2013

DEFINITIONS

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Placement : The placement of the Placement Shares at the Invitation

Price by the Joi nt Bookrunner s and the Joint

Underwriters on behalf of our Company, for subscription

at the Invitation Price, subject to and on the terms and

conditions of this Prospectus

Placement Shares : The 166,875,000 Invitat ion Shares ( including the

3,438,000 Reserved Shares) which are the subject of

the Placement

PPSA : Prevention of Pollut ion at Sea Act, Chapter 243 of

Singapore, as amended, supplemented or modified from

time to time

PRC : The Peoples Republic of China

Prospectus : This Prospectus dated 6 November 2013 issued by our

Company in respect of the Invitation

Remuneration Committee : The remuneration committee of our Company as at the

date of this Prospectus, unless otherwise stated

Reserved Shares : The 3,438,000 Placement Shares reserved for

subscript ion by our Independent Directors, our

employees, business associates and those who have

contributed to the success of our Group

Securities Account : The securities account maintained by a depositor with

CDP and does not include a securities sub-account

Securities and Futures Act : Securities and Futures Act, Chapter 289 of Singapore,

as amended, supplemented or modified from time to

time

Service Agreements : The service agreements entered into between our

Company and our Executive Directors, Mr Pang Yoke

Min, Mr Mok Weng Vai, Mr Pang Wei Meng and Mr Lau

Boon Hwee, as described in the section entitled

Directors, Management and Staff Service Agreements

of this Prospectus

SFR : Securities and Futures (Offer of Investments) (Shares

and Debentures) Regulations 2005, as amended,

supplemented or modified from time to time

SFRS : Singapore Financial Reporting Standards

DEFINITIONS

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% or per cent. : Per centum or percentage

sq.ft. : Square feet

The expressions Associate, Associated Company, Associated Entity, Controlling

Shareholder, Related Corporation, Related Entity, Entity At Risk, Subsidiary and

Substantial Shareholder shall have the meanings ascribed to the terms associate, associated

company, associated entity, controlling shareholder, related corporation, related entity,

entity at risk, and substantial shareholder respectively in the Fourth Schedule of the SFR, the

Companies Act and/or the Listing Manual.

The expressions our, ourselves, us, we, Our Group or other grammatical variations

thereof shall, unless otherwise stated, refer to our Company, our Group and/or any member of our

Group, as the context requires.

The terms Depositor, Depository Agent and Depository Register shall have the samemeanings ascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural andvice versaand words

importing the masculine gender shall, where applicable, include the feminine and neuter genders

and vice versa. References to persons shall include corporations.

Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and

the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may

not be an arithmetic aggregation of the figures which precede them. Where applicable, figures and

percentages are rounded off.

Any reference in this Prospectus, the Application Forms and/or Electronic Applications to any

statute or enactment is a reference to that statute or enactment for the time being amended or

re-enacted. Any word defined in the Companies Act, the Securities and Futures Act, or the Listing

Manual and used in this Prospectus, the Application Forms and/or Electronic Applications shall,

where applicable, have the meaning ascribed to it under the Companies Act, the Securities and

Futures Act, or the Listing Manual, as the case may be.

Any reference in this Prospectus, the Application Forms and/or Electronic Applications to our

Shares being allotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Prospectus, the Application Forms and/or Electronic

Applications shall be a reference to Singapore time and dates respectively, unless otherwise

stated.

Our customers, suppliers and competitors named in this Prospectus are generally referred to in

this Prospectus by their trade names. Each of our contracts with each customer or supplier is

typically with an entity or entities in that customers or suppliers group of companies.

DEFINITIONS

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To facilitate a better understanding of our business, the following glossary provides an explanation

of some of the technical terms and abbreviations used in this Prospectus. The terms and their

assigned meanings may not correspond to standard industry or common meanings or usage, as

the case may be, of these terms:

ABS : American Bureau of Shipping

AHC : Active heave compensation, which is a technique used

on lifting equipment to reduce the influence of waves

upon offshore operations

AHT : Anchor handling tug(s)

AHTS : Anchor handling tug supply vessel(s)

AWB : Accommodation work barge(s)

barge : A flat-bottomed steel vessel used for the transportation

of cargoes or for accommodation

berth : The location in a shipyard or harbour used specifically

for mooring vessels while not at sea, where vessels may

load or discharge their cargo

BHP : Brake horse power, being a measure of engine power

BKI : Biro Klasifikasi Indonesia

bollard pull : A measure of the static pull of a vessel which is used to

describe the pulling capacity of towing vessels, such as

AHTS

BV : Bure au Ve rita s

cable : A term loosely applied to wire rope and wire strand

deadweight tonnage or DWT : One DWT equals 1,000 kilograms and is a measurement

which refers to the weight of cargo and consumables

that a ship is designed to carry in metric tons

DNV : Det Norske Veri tas

dock : An en close d ba sin s urr oun ded by qua ys use d fo r

berthing and unberthing vessels

DPS-2 : A dynamic posit ioning system which is capable of

automatically maintaining the position and heading of

the vessel within a specified operating envelope under

specified maximum environmental conditions during and

foll owing any s ingle fau lt, e xclud ing a loss of

compartment or compartments

GLOSSARY OF TECHNICAL TERMS

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drydock : A narrow basin, usually made of earthen beams and

concrete, closed by gates or by a cassion, into which a

vessel may be floated and the water pumped out,

leaving the vessel supported by blocks

drydocking : The process by which a vessel manoeuvres into and

comes to rest in the drydock

DSV : Diving support vessel(s)

FPSO : Floating production, storage and offloading vessel(s)

FSO : Floating storage and offloading vessel(s)

GL : Germanischer Lloyd

GMDSS : Global maritime and distress safety system

hull : The shell and framework of the basic floatation oriented

part of a ship

IMCA : International Marine Contractors Association

IMO : International Maritime Organization

International Association of

Classification Societies Ltd or

IACS

: Wor ldwid e non -go ver nme ntal , expe rie nced a nd

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. To do so, such societies set

technical rules, confirm that designs and calculations

meet these rules, survey vessels and structures during

the process of construction and commissioning, and

periodically survey vessels to ensure that they continue

to meet the rules. Some of these classification societies

which are members of IACS include ABS, BV, DNV, GL,

LR and NKK

IRM : Inspection, repair and maintenance

ISO : International Standards Organisation

LR : Lloyds Register

mooring : The process of securing a vessel to a berth

MPSV : Multi-purpose support vessel(s)

MWV : Maintenance work vessel(s)

NKK : Nippon Kai ji Kyokai

GLOSSARY OF TECHNICAL TERMS

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All statements contained in this Prospectus, statements made in press releases and oral

statements that may be made by us or our Directors, Executive Officers or employees acting on

our behalf, that are not statements of historical fact, constitute forward-looking statements. You

can identify some of these statements by forward-looking terms such as anticipate, believe,

could, estimate, expect, intend, may, plan, will and would or similar words. However,

you should note that these words are not the exclusive means of identifying forward-looking

statements. All statements regarding our expected financial position, business strategies, plans

and prospects are forward-looking statements.

These forward-looking statements, including without limitations, statements as to:

our revenue and profitability;

anticipated expansion plans;

expected growth in demand;

other expected industry trends;

anticipated commencement and completion of proposed plans; and

other matters discussed in this Prospectus regarding matters that are not historical facts,

are only predictions. These forward-looking statements involve known and unknown risks,

uncertainties and other factors that may cause our actual results, performance or achievements

to be materially different from any future results, performance or achievements expressed or

implied by such forward-looking statements. These risks, uncertainties and other important factors

include, amongst others, the following:

changes in political, social and economic conditions and the regulatory environment in

Singapore and other countries in which we conduct our business;

our anticipated growth strategies and expected internal growth;

changes in competitive conditions and our ability to compete under these conditions;

changes in currency exchange rates;

changes in customer demand;

changes in our future capital needs and the availability of financing and capital to fund these

needs;

wars or acts of international or domestic terrorism;

occurrences of catastrophic events, natural disasters and acts of God that affect our

businesses;

other factors beyond our control; and

the factors described in the section entitled Risk Factors of this Prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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These factors are discussed in greater detail in this Prospectus, in particular, but not limited to the

discussions under the sections entitled Risk Factors and Managements Discussion and

Analysis of the Results of Operations and Financial Condition of this Prospectus.

All forward-looking statements made by or attributable to us, or persons acting on our behalf,

contained in this Prospectus are expressly qualified in their entirety by such factors. These

forward-looking statements are applicable only as of the date of this Prospectus.

Given the risks and uncertainties that may cause our actual future results, performance or

achievements to be materially different than expected, expressed or implied by the forward-

looking statements in this Prospectus, we advise you not to place undue reliance on these

statements. Our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint

Bookrunners and the Joint Underwriters are not representing or warranting to you that our actual

future results, performance or achievements will be as discussed in those statements.

Our actual future results may differ materially from those anticipated in these forward-lookingstatements as a result of the risks faced by us. Further, our Company, the Joint Issue Managers,

the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters disclaim any

responsibility to update any of those forward-looking statements or publicly announce any

revisions to those forward-looking statements to reflect future developments, events or

circumstances for any reason, even if new information becomes available or other events occur

in the future.

We are, however, subject to the provisions of the Securities and Futures Act and the Listing

Manual regarding corporate disclosure upon our admission to the Official List of the Main Board

of the SGX-ST. In particular, pursuant to Section 241 of the Securities and Futures Act, if after the

Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a)

a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus

of any information that should have been included in it under Section 243 of the Securities and

Futures Act; or (c) a new circumstance that has arisen since the Prospectus was lodged with the

Authority and would have been required by Section 243 of the Securities and Futures Act to be

included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially

adverse from the point of view of an investor, we may lodge a supplementary or replacement

prospectus with the Authority.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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The information contained in this summary is derived from and should be read in conjunction with

the full text of this Prospectus. Terms defined elsewhere in this Prospectus have the same

meanings when used herein. As it is a summary, it does not contain all the information that you

should consider before investing in our Shares. Prospective investors should read the entire

Prospectus carefully, in particular the matters set out in the section entitled Risk Factors of this

Prospectus, before making an investment decision.

OVERVIEW OF OUR GROUP

Our History

Our Groups beginnings can be traced back to 2002 when Mr Mok Weng Vai, our Executive

Director, via Strato Maritime Services, provided ship chartering services for offshore vessels to the

oil and gas industry. Our Group then developed our fleet building strategy in 2005, which would

lay the foundations for our Groups business.

On 6 July 2006, Mr Mok Weng Vai incorporated our Company in Singapore under the Companies

Act as a private limited company under the name of Pacific Radiance Pte. Ltd.. Our Executive

Chairman, Mr Pang Yoke Min, invested in our Company and acquired a majority stake through YM

InvestCo Pte. Ltd. on 15 November 2006. We then converted to a public limited company on 19

March 2007 and changed our name to Pacific Radiance Ltd..

Please refer to the sections entitled General Information on our Group Share Capital and

General Information on our Group Our History and Development of this Prospectus for more

information.

Our Business

We are a fast expanding owner and operator of a young and diverse fleet of offshore vessels with

a significant presence in Asia, and we strive to continually be (a) relevant to our clients; (b)reliable

in our service delivery and execution; and (c) responsive to industry trends.

Our Group is engaged in the following principal businesses:

(a) owning and operating offshore vessels to assist and support the offshore oil and gas industry

as well as providing ship management and agency services; and

(b) provision of subsea services to the offshore oil and gas industry.

Our Group is also engaged in other complementary and supporting business activities, namely,the design, supply and maintenance of winches, cranes and other deck equipment for offshore

vessels and the provision of logistics solutions for project cargo.

We build offshore vessels at third party shipyards which are managed and supervised by our

project management team of senior personnel with many years of shipbuilding experience. We

have long-standing relationships with shipyards which are competent, and which have over the

years of working with us, grown familiar with our stringent vessel requirements and standards of

project execution. Our project management team has direct oversight in the third party

shipbuilding process which gives us some measure of control over the supply chain and allows us

to customise our vessels according to market trends and requirements. This collaborative

arrangement coupled with our shipbuilding management experience also enables us to manage

the costs of the construction of our vessels and prevent undue delays in the shipbuilding process.

PROSPECTUS SUMMARY

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Please refer to the section entitled General Information on our Group of this Prospectus for more

information.

OUR COMPETITIVE STRENGTHS

Our Directors believe that our key competitive strengths are as follows:

(a) we have an experienced management team with an established track record;

(b) we maintain a diverse and modern fleet of vessels catering to the oil and gas life cycle;

(c) our active fleet management and renewal strategy ensures our vessels are market relevant;

(d) we have a strong global customer base and maintain strong business relationships with our

customers and we have established a reputation among our customers for providing quality

service and maintaining high operational standards;

(e) our strategic partnerships with our foreign partners have allowed us to penetrate key markets

with high barriers to entry in the form of cabotage laws;

(f) we have a long track record of managing and supervising our vessel construction process at

third party shipyards with our dedicated and experienced project management team; and

(g) our Marine Equipment Business allows us to exert greater control over our supply chain for

assembly of our deck equipment and reduces reliance on external third party service

providers.

Please refer to the section entitled General Information on Our Group Competitive Strengths

of this Prospectus for more information.

OUR BUSINESS STRATEGIES AND FUTURE PLANS

We intend to focus on the following business strategies for the future growth and expansion of our

business:

(a) Scale Up Operations Expansion of fleet

Our Group plans to scale up its operations significantly, to quickly capture the opportunities

abounding in the geographies that it is currently operating in or targeting, to meet demandfor market-relevant vessels. We also intend to acquire new vessels that are specialised for

the Subsea Business and improve our subsea expertise.

(b) Scale Up Synergies Expansion of our Complementary Businesses

Our Group has identified certain complementary businesses that, when fully enhanced or

developed, will allow our Group to control critical parts of its supply chain thereby improving

margins. Our ship repair yard is expected to be operational by the middle of 2015 and our

new marine equipment fabrication facility is expected to be ready by the end of 2013.

We have recently acquired full management and control over our Project Logistics Businessand intend to focus on streamlining the operations of this business and focus on projects

which are profitable for this business segment.

PROSPECTUS SUMMARY

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LISTING ON THE SGX-ST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares

already issued, the New Shares, the UOB Shares and the Performance Shares on the Official List

of the Main Board of the SGX-ST. Such permission will be granted when we have been admittedto the Official List of the Main Board of the SGX-ST. Our allotment of the New Shares, the UOB

Shares and the Performance Shares will be conditional upon the completion of the Invitation,

which is subject to certain conditions, including the SGX-ST granting permission to deal in, and

for quotation of, all our existing issued Shares, the New Shares, the UOB Shares and the

Performance Shares.

If the said permission from the SGX-ST is not granted, monies paid in respect of any application

accepted will be returned to you at your own risk, without interest or any share of revenue or other

benefit arising therefrom and you will not have any claim against our Company, the Joint Issue

Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters.

Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order

(the Stop Order) to our Company, directing that no Invitation Shares be issued. Such

circumstances will include a situation where this Prospectus (a) contains a statement or matter,

which in the opinion of the Authority is false or misleading; (b) omits any information that should be

included in accordance with the Securities and Futures Act; or (c) does not, in the opinion of the

Authority, comply with the requirements of the Securities and Futures Act. A Stop Order may also be

issued if the Authority is of the opinion that it is in the public interest to do so.

Where applications to subscribe for the Invitation Shares to which this Prospectus relates have

been made prior to the Stop Order, and:

1. where the Invitation Shares have not been issued to you, your application shall be deemed

to have been withdrawn and cancelled and our Company shall, within 14 days from the date

of the Stop Order, return to you at your own risk all monies you have paid on account of your

application for the Invitation Shares, without interest or any share of revenue or other benefit

arising therefrom; or

2. where the Invitation Shares have been issued to you, the issue of the Invitation Shares is

required by the Securities and Futures Act to be deemed void and our Company shall within

14 days from the date of the Stop Order, return to you at your own risk all monies you have

paid on account of your application for the Invitation Shares, without interest or any share of

revenue or other benefit arising therefrom.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports

contained or opinions expressed in this Prospectus. Admission to the Official List of the Main

Board of the SGX-ST is not to be taken as an indication of the merits of the Invitation, ourCompany, our Subsidiaries, our Associated Companies, our existing issued Shares, the Invitation

Shares or the Performance Shares.

A copy of this Prospectus has been lodged with the Authority on 28 October 2013 and, togetherwith copies of the Application Forms, have been registered by the Authority on 6 November 2013.

The Authority assumes no responsibility for the contents of this Prospectus. Registration of thisProspectus by the Authority does not imply that the Securities and Futures Act, or any other legal

or regulatory requirements, have been complied with. The Authority has not, in any way,considered the merits of our existing issued Shares or the Invitation Shares, as the case may be,

being offered or in respect of which the Invitation is made, for investment. We have not lodged or

registered this Prospectus in any other jurisdiction.

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This Prospectus has been reviewed and approved by our Directors and they collectively andindividually accept full responsibility for the truth and accuracy of the information given herein and

confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there areno other facts the omission of which would make any statement herein misleading, and that this

Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group.

Neither our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the JointBookrunners and the Joint Underwriters, the experts nor any other parties involved in the Invitation

is making any representation to any person regarding the legality of an investment in our Shares bysuch person under any investment or other laws or regulations. No information in this Prospectus

should be considered as being business, legal or tax advice. You should consult your ownprofessional or other advisers for business, legal or tax advice regarding an investment in our

Shares. No person has been or is authorised to give any information or to make any representationnot contained in this Prospectus in connection with the Invitation and, if given or made, such

information or representation must not be relied upon as having been authorised by our Company,the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and the Joint

Underwriters. Neither the delivery of this Prospectus and the Application Forms nor any documentrelating to the Invitation shall, under any circumstances, constitute a continuing representation or

create any suggestion or implication that there has been no change in our affairs or in the

statements of fact or information contained in this Prospectus since the date of this Prospectus.Where such changes occur and are material or are required to be disclosed by law, we will promptly

make an announcement of the same to the SGX-ST and to the public and, if required, lodge asupplementary or replacement prospectus with the Authority and make an announcement of the

same to the SGX-ST and to the public and will comply with the requirements of the Securities andFutures Act. You should take note of any such announcement and, upon release of such an

announcement, shall be deemed to have given notice of such changes. Save as expressly statedin this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the

future performance or policies of our Company, our Subsidiaries or our Associated Companies.

In the event that a supplementary or replacement prospectus is lodged with the Authority, the

Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or

replacement prospectus.

We are subject to the provisions of the Securities and Futures Act and the Listing Manual

regarding corporate disclosure. In particular, if after this Prospectus is registered but before theclose of the Invitation, we become aware of:

1. a false or misleading statement in this Prospectus;

2. an omission from this Prospectus of any information that should have been included in it

under Section 243 of the Securities and Futures Act; or

3. a new circumstance that has arisen since the Prospectus was lodged with the Authority which

would have been required by Section 243 of the Securities and Futures Act to be included

in this Prospectus if it had arisen before this Prospectus was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary or

replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have

been made under this Prospectus to subscribe for our Invitation Shares and:

1. where the Invitation Shares have not been issued to you, our Company shall either:

(i) (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give you notice in writing

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of how to obtain, or arrange to receive a copy of the supplementary or replacement

prospectus, as the case may be, and to provide you with an option to withdraw your

application; and (B) take all reasonable steps to make available within a reasonable

period the supplementary or replacement prospectus, as the case may be, to you,

where you have indicated that you wish to obtain, or have arranged to receive, a copy

of the supplementary of replacement prospectus; or

(ii) within 7 days from the date of lodgement of the supplementary or replacement

prospectus, give you the supplementary or replacement prospectus, as the case may

be, and provide you with an option to withdraw your application; or

(iii) treat the applications as withdrawn and cancelled, in which case your application shall

be deemed to have been withdrawn and cancelled, and our Company shall within 7

days from the date of lodgement of the supplementary or replacement prospectus,

return all monies paid in respect of any application to you at your own risk, without

interest or any share of revenue or other benefit arising therefrom; or

2. where the Invitation Shares have been issued to you, our Company shall either:

(i) (A) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of

lodgement of the supplementary or replacement prospectus, give you notice in writing of

how to obtain, or arrange to receive a copy of the supplementary or replacement

prospectus, as the case may be, and to provide you with an option to return to our

Company, the Shares which you do not wish to retain title in; and (B) take all reasonable

steps to make available within a reasonable period the supplementary or replacement

prospectus, as the case may be, to you, where you have indicated that you wish to obtain,

or have arranged to receive, a copy of the supplementary of replacement prospectus; or

(ii) within 7 days from the date of lodgement of the supplementary or replacementprospectus, give you the supplementary or replacement prospectus, as the case may

be, and provide you with an option to return to our Company the Invitation Shares,

which you do not wish to retain title in; or

(iii) treat the issue of our Shares as void, in which case the issue shall be deemed void and

our Company shall within 7 days from the date of lodgement of the supplementary or

replacement prospectus, return all monies paid in respect of any application to you at

your own risk, without interest or any share of revenue or other benefit arising therefrom.

If you wish to exercise your option under paragraph 1(i) or (ii) above to withdraw your

application in respect of the Invitation Shares, you shall, within 14 days from the date of

lodgement of the supplementary or replacement prospectus, notify our Company of this,

whereupon our Company shall within 7 days from the receipt of such notification, return to

you all monies you have paid on account of your application for such Invitation Shares,

without interest or any share of revenue or other benefit arising therefrom, at your own risk

and you shall have no claim against us, the Joint Issue Managers, the Joint Global

Co-ordinators, the Joint Bookrunners and the Joint Underwriters.

If you wish to exercise your option under paragraph 2(i) or (ii) above to return the Invitation

Shares issued to you, you shall, within 14 days from the date of lodgement of the

supplementary or replacement prospectus, notify our Company of this and return all

documents, if any, purporting to be evidence of title to those Shares, to our Company,

whereupon our Company shall within 7 days from the receipt of such notification and

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documents, if any, return to you all monies you have paid for those Invitation Shares

without interest or any share of revenue or other benefit arising therefrom and the issue of

those Shares shall be deemed to be void.

Where monies are to be returned to you for the Invitation Shares, it shall be paid to you without

any interest or share of revenue or other benefit arising therefrom at your own risk, and you will

not have any claim against us, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint

Bookrunners and the Joint Underwriters.

This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied

upon by you in connection with your application for the Invitation Shares and may not be relied

upon by any other person or for any other purpose.

This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for

the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is

unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to anyperson to whom it is unlawful to make such offer or invitation or solicitation.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,

during office hours, subject to availability, from:

United Overseas Bank Limited

80 Raffles Place

UOB Plaza 1 #03-03

Singapore 048624


8 Anthony Road

#01-01

Singapore 229957

DBS Bank Ltd.



Singapore 018982

Oversea-Chinese Banking

Corporation Limited

65 Chulia Street

OCBC Centre

Singapore 049513

and from selected branches of UOB, UOBKH, DBS and OCBC Bank and, where applicable,

members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks

in Singapore.

A copy of this Prospectus is also available on the SGX-STs website at http://www.sgx.com and

the Authoritys website at http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Invitation will open on 6 November 2013 and will remain open until 12.00 noon on 11

November 2013 or for such further period or periods as our Directors may, in consultation

with the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and

the Joint Underwriters, in their absolute discretion decide, subject to any limitation under

all applicable laws and the rules of the SGX-ST. In the event a supplementary or

replacement prospectus is lodged with the Authority, the Invitation will remain open for at

least 14 days after the lodgement of the supplementary or replacement prospectus, as the

case may be.

Details for the procedure for application for the Invitation Shares are set out in Appendix F entitled

Terms, Conditions and Procedures for Application and Acceptance of this Prospectus.

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INDICATIVE TIMETABLE FOR LISTING

The indicative timetable for the Invitation and trading of our Shares is set out below for the

reference of applicants:

Indicative Time and Date Event

6 November 2013 Opening of Application List

12.00 noon on 11 November 2013 Close of Application List

12 November 2013 Balloting of applications, if necessary (in the event

of over-subscription for the Invitation Shares)

9.00 a.m. on 13 November 2013 Commence trading on a ready basis

18 November 2013 Settlement date for all trades done on a ready

basis

The above timetable is only indicative as it assumes that the closing of the Application List takes

place on 11 November 2013, the date of admission of our Company to the Official List of the Main

Board of the SGX-ST will be 13 November 2013, the SGX-STs shareholding spread requirement

will be complied with and the Invitation Shares will be issued or allotted (as the case may be) and

fully paid-up prior to 13 November 2013. The actual date on which our Shares will commence

trading on a ready basis will be announced when it is confirmed by the SGX-ST.

The above timetable and procedures may be subject to such modifications as the SGX-ST may,

in its discretion, decide, including the decision to permit trading on a ready basis and the

commencement date of such trading.

In the event of any changes in the closure of the Application List or the shortening or extension

of the time period during which the Invitation is open, we will publicly announce the same:

(a) through a SGXNET announcement to be posted on the Internet at the SGX-STs website,

http://www.sgx.com; and

(b) in a local newspaper.

Results of the Invitation including the level of subscription and the basis of allotment and/or

allocation of the Invitation Shares will be provided as soon as it is practicable after the closure of

the Application List through the channels in (a) and (b) above.

Investors should consult the SGX-ST announcement on the ready trading date on the Internet(at the SGX-STs website, http://www.sgx.com) or the newspapers or check with their brokers on

the date on which trading on a ready basis will commence.

Our Company reserves the right to reject or accept, in whole or in part, or to scale-down or ballot

any application for the Invitation Shares, without assigning any reason thereof, and no enquiry or

correspondence on our Companys decision will be entertained. This right applies to applications

made by way of Application Forms, Electronic Applications (each as defined in Appendix F entitled

Terms, Conditions and Procedures for Application and Acceptance of this Prospectus) and any

other forms of application as the Joint Issue Managers, the Joint Global Co-ordinators, the Joint

Bookrunners and the Joint Underwriters may, in consultation with us, deem appropriate. In

deciding the basis of allotment and/or allocation, due consideration will be given to, amongst

others, the desirability of allocating the Invitation Shares to a reasonable number of applicantswith a view to establish an adequate market for our Shares.

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DETAILS OF THE INVITATION

Invitation Size : 171,875,000 Invitation Shares comprising 171,875,000

New Shares. The New Shares, which form part of the

Invitation, shall, upon their allotment and issue be freefrom all pre-emption rights, charges, liens and other

encumbrances and, rank in all respects pari passuwith

our existing issued Shares.

Invitation Price : S$0.90 for each Invitation Share.

The Offer : The Offer comprises an invitation by our Company to the

public in Singapore to subscribe for the 5,000,000 Offer

Shares at the Invitation Price, subject to and on the

terms and conditions of this Prospectus.

The Placement : The Placement comprises a placement of 166,875,000

Placement Shares at the Invitation Price, subject to and

on the terms and conditions of this Prospectus.

Clawback and Re-allocation : The Invitation Shares may be re-allocated between the

Offer and the Placement at the discretion of the Joint

Issue Managers, the Joint Global Co-ordinators, the

Joint Bookrunners and the Joint Underwriters in the

event of an excess of applications in one and a deficit of

applications in the other.

Reserved Shares : Up to 3, 438,000 of the Placement Shar es will be

reserved for subscription by our Independent Directors,

employees, business associates and those who have

contributed to the success of our Group at S$0.90 for

each Reserved Share. In the event that any of the

Reserved Shares are not taken up, they will be made

available to satisfy applications for the Placement

Shares, or in the event of an under-subscription of the

Placement Shares, to satisfy excess applications for the

Offer Shares.

Purpose of the Invitation : Our Directors consider that the Invitation and quotation

of our Shares on the Official List of the Main Board of the

SGX-ST will enable us to tap the capital markets to fund

our business growth and enhance our corporate profile

locally and internationally. It will also provide members

of the public, our employees, business associates and

those who have contributed to our success with an

opportunity to participate in the equity of our Company.

The Invitation will also enlarge our capital base for

continued expansion of our business.

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Listing Status : There has been no public market for our Shares prior to

the Invitation. Our Shares will be quoted in Singapore

dollars on the Main Board of the SGX-ST, subject to

admission of our Company to the Official List of the Main

Board of the SGX-ST and permission for dealing in and

for quotation of our Shares being granted by the SGX-ST

and the Authority not issuing a Stop Order.

Risk Factors : Investing in our Shares involve risks which are described

in the section entitled Risk Factors of this Prospectus.

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Invitation Price 90.0 cents

NAV(1)

NAV per Share based on the unaudited interim consolidated balance

sheet of our Group as at 30 June 2013:

(a) before adjusting for the estimated net proceeds from the issue of

the New Shares and based on the pre-Invitation share capital of

552,579,940 Shares

54.0 cents(5)

(b) after adjusting for the estimated net proceeds from the issue of the

New Shares and based on the post-Invitation share capital of

725,755,013 Shares

61.9 cents(6)

Premium of Invitation Price over the NAV per Share as at 30 June

2013:

(a) before adjusting for the estimated net proceeds from the issue of

the New Shares and based on the pre-Invitation share capital of

552,579,940 Shares

66.7%

(b) after adjusting for the estimated net proceeds from the issue of the

New Shares and based on the post-Invitation share capital of

725,755,013 Shares

45.4%

Earnings(2)

Historical EPS of our Group for FY2012 and based on the pre-Invitation

share capital of 552,579,940 Shares

7.2 cents

Historical EPS of our Group for FY2012 based on the pre-Invitation

share capital of 552,579,940 Shares, assuming that the Service

Agreements had been in place in FY2012

7.1 cents

Price Earnings Ratio(2)

Historical price earnings ratio based on the historical EPS of our Group

for FY2012

12.5 times

Historical price earnings ratio based on the historical EPS of our Group

for FY2012, assuming that the Service Agreements had been in place

in FY2012

12.7 times

INVITATION STATISTICS

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Net Operating Cash Flow(3)(4)

Historical net operating cash flow per Share of our Group for FY2012

and based on the pre-Invitation share capital of 552,579,940 Shares

11.9 cents

Historical net operating cash flow per Share of our Group for FY2012

based on the pre-Invitation share capital of 552,579,940 Shares,

assuming that the Service Agreements had been in place in FY2012

11.8 cents

Invitation price to net operating cash flow ratio based on the historical

net operating cash flow per Share for FY2012 and the pre-Invitation

share capital of 552,579,940 Shares

7.6 times

Invitation price to net operating cash flow ratio based on the historical

net operating cash flow per Share for FY2012 based on the pre-

Invitation share capital of 552,579,940 Shares, assuming that the

Service Agreements had been in place in FY2012

7.6 times

Market Capitalisation

Market capitalisation based on the Invitation Price and the post-

Invitation share capital of 725,755,013 Shares

S$653.2 million

Notes:

(1) For illustrative purposes, the NAV per Share of our Group as at 30 June 2013 has been translated into S$ using the

closing rate of US$1: S$1.2679 as at 28 June 2013 as set out in the section entitled Exchange Rate of thisProspectus.

(2) For illustrative purposes, the EPS of our Group for FY2012 has been translated into S$ using the average rate ofUS$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitled Exchange Rate of thisProspectus.

(3) For illustrative purposes, the net operating cash flow per Share of our Group for FY2012 has been translated intoS$ using the average rate of US$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitledExchange Rate of this Prospectus.

(4) Net operating cash flow is defined as profit before taxation with depreciation expense added back.

(5) For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13million is 52.4 cents.

(6) For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13

million is 60.6 cents.

INVITATION STATISTICS

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The Invitation is for 171,875,000 New Shares offered in Singapore by way of the Offer and the

Placement comprising 5,000,000 Offer Shares and 166,875,000 Placement Shares respectively.

Prior to the Invitation, there has been no public market for our Shares. The Invitation Price is

determined by our Company in consultation with the Joint Issue Managers, the Joint Global

Co-ordinators, the Joint Bookrunners and the Joint Underwriters, after taking into consideration,

inter alia, prevailing market conditions and estimated market demand for our Shares determined

through a book-building process. The Invitation Price is the same for all Invitation Shares and is

payable in full on application.

Offer Shares

The Offer Shares are made available to members of the public in Singapore for subscription at the

Invitation Price. Applications for the Offer Shares may be made by way of Offer Shares Application

Forms or by way of Electronic Applications. The terms and conditions and procedures for

application and acceptance are set out in Appendix F entitled Terms, Conditions and Procedures

for Application and Acceptance of this Prospectus.

An applicant who has made an application for Offer Shares by way of printed Offer Shares

Application Forms may not make another separate application for Offer Shares by way of an

Electronic Application and vice versa. Such separate application shall be deemed to be multiple

applications and shall be re

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