SWIBER HOLDINGS LIMITED

Transcription

1 OFFER INFORMATION STATEMENT DATED 29 MAY 2009 (Lodged with the Monetary Authority of Singapore on 29 May 2009) 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 IMMEDIATELY. A copy of this Offer Information Statement (the "Offer Information Statement") has been lodged with the Monetary Authority of Singapore (the "Authority"). The Authority assumes no responsibility for the contents of this Offer Information Statement. Lodgement of this Offer Information Statement with the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Placement Shares (as defined herein) being offered for investment. An application will be made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission to deal in and for the quotation of the Placement Shares on the Official List of the SGX-ST. No securities shall be allotted or allocated on the basis of this Offer Information Statement later than six (6) months after the date of lodgement of this Offer Information Statement. SWIBER HOLDINGS LIMITED (Company Registration Number: N) (Incorporated in the Republic of Singapore on 12 November 2004) PROPOSED PLACEMENT OF UP TO 84,000,000 NEW SHARES IN THE CAPITAL OF SWIBER HOLDINGS LIMITED Placement Agent CIMB-GK Securities Pte. Ltd. (Incorporated in the Republic of Singapore) (Company Registration No D) This Offer Information Statement has been prepared solely in relation to the above transaction and shall not be relied upon by any other person and for any other purpose. Date of lodgement with the Authority: 29 May 2009

2 TABLE OF CONTENTS PAGE DEFINITIONS... 3 GLOSSARY OF TECHNICAL TERMS... 7 Directors... 8 Advisers... 9 Registrars and Agents... 9 PART III: OFFER STATISTICS AND TIMETABLE Offer Statistics Method and Timetable PART IV: KEY INFORMATION Use of Proceeds from Offer and Expenses Incurred Information on the Relevant Entity PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS Operating Results Financial Position Liquidity and Capital Resources Trend Information and Profit Forecast or Profit Estimate Significant Changes PART VI: THE OFFER AND LISTING Offer and Listing Details Plan of Distribution PART VII: ADDITIONAL INFORMATION Statements by Experts Consents from Issue Managers and Underwriters Other Matters PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE... 57

3 DEFINITIONS In this Offer Information Statement, the following definitions apply throughout unless the context otherwise requires or unless otherwise stated: General "1Q"; "3Q" and "4Q" : The financial period between 1 January and 31 March, 1 July and 30 September, and 1 October and 31 December respectively "Associated Company" : In relation to an entity, means: (a) any corporation, other than a subsidiary of the entity, in which: (i) (ii) (iii) (iv) (v) the entity or one or more of its subsidiaries or subsidiary entities has; the entity, one or more of its subsidiaries and one or more of its subsidiary entities together have; the entity and one or more of its subsidiaries together have; the entity and one or more of its subsidiary entities together have; or one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together have, a direct interest in voting shares of not less than 20.0 per cent. but not more than 50.0 per cent. of the total votes attached to all voting shares in the corporation; or (b) any corporation, other than a subsidiary of the entity or a corporation which is an associated company of the entity by virtue of paragraph (a), the policies of which: (i) (ii) (iii) the entity or one or more of its subsidiaries or subsidiary entities; the entity together with one or more of its subsidiaries and one or more of its subsidiary entities; the entity together with one or more of its subsidiaries; 3

4 (iv) (v) the entity together with one or more of its subsidiary entities; or one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity, is or are able to control or influence materially "Authority" : The Monetary Authority of Singapore "CDP" : The Central Depository (Pte) Limited "Companies Act" : The Companies Act, Chapter 50 of Singapore, as amended or modified from time to time "Company" : Swiber Holdings Limited "Directors" : The board of directors of the Company as at the date of this Offer Information Statement "EPS" : Earnings per Share "Executive Directors" : The executive directors of the Company as at the date of this Offer Information Statement "FY" : Financial year ended or ending 31 December (as the case may be) "Group" : The Company, its Subsidiaries and Associated Companies "Latest Practicable Date" : p.m., 29 May 2009, being the latest practicable date prior to the lodgement of this Offer Information Statement "Lenders" : Goh Kim Teck, Jean Pers and Yeo Chee Neng, being substantial shareholders and Directors of the Company "Listing Manual" : The listing manual of the SGX-ST, as amended or modified from time to time "Loan Securities" : Up to an aggregate of 84,000,000 existing issued Shares held by the Lenders to be borrowed from the Lenders under the Securities Lending Agreement to facilitate the delivery of the Placement Shares to Subscribers pursuant to the Placement "MTN Programme" : The S$300,000,000 multicurrency medium term note programme established by the Company in July 2007 "Offer Information Statement" : This offer information statement issued by the Company in connection with the Placement, which complies as to form and content with the Sixteenth Schedule of the Securities and Futures (Offers of 4

5 Investments)(Shares and Debentures) Regulations 2005 and lodged with the Monetary Authority of Singapore pursuant to Section 277 of the Securities and Futures Act (including, where the context admits, any supplementary or replacement document which may be issued by the Company in connection with the Placement) "Placement" : The proposed placement of the Placement Shares by the Placement Agent on a best efforts basis at the Placement Price pursuant to the Placement Agreement "Placement Agent" : CIMB-GK Securities Pte. Ltd. "Placement Agreement" : The placement agreement dated 29 May 2009 entered into between the Company and the Placement Agent in relation to the Placement "Placement Price" : S$0.88 per Placement Share "Placement Shares" : Up to 84,000,000 new Shares to be offered by the Company pursuant to the Placement "Sale Proceeds" : The aggregate Placement Price for all the Placement Shares "Securities Account" : Securities account maintained by a Depositor with CDP (but does not include a securities sub-account maintained with a Depository Agent) "Securities and Futures Act" : Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time "Securities Lending Agreement" : The securities lending agreement dated 29 May 2009 entered into between the Placement Agent and the Lenders in relation to the Share Loan "SGX-ST" : Singapore Exchange Securities Trading Limited "Share Loan" : The loan of Loan Securities by the Lenders to facilitate the delivery of Placement Shares to Subscribers pursuant to the Placement "Share Option Scheme" : Swiber Employment Share Option Scheme "Share Plan" : Swiber Performance Share Plan "Shares" : Ordinary shares in the share capital of the Company "Subscribers" : The subscribers of the Placement Shares to be procured by the Placement Agent pursuant to the Placement Agreement "Subsidiary" : The meaning ascribed to it in Section 5 of the Companies Act 5

6 Currencies, Units and Others "RM" : Malaysian ringgit "S$" and "cents" : Singapore dollars and cents respectively "US$" and "US cents" : United States dollars and cents respectively "%" or "per cent" : Per centum or percentage The terms "Depositor", "Depository Agent" and "Depository Register" shall have the same meanings ascribed to them in Section 130A of the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall, where applicable, include corporations. Any reference to a time of day and to dates in this Offer Information Statement is made by reference to Singapore time and dates unless otherwise stated. Any reference in this Offer Information Statement to any enactment is a reference to that enactment for the time being amended or re-enacted. Any term defined under the Companies Act, the Securities and Futures Act or the Listing Manual or such statutory modification thereof and used in this Offer Information Statement shall, where applicable, have the meaning ascribed to it under the Companies Act, the Securities and Futures Act or the Listing Manual or such statutory modification thereof, as the case may be, unless otherwise provided. Any reference to any agreement or document shall include such agreement or document as amended, modified, varied, novated, supplemented or replaced from time to time. Any discrepancy in the figures included in this Offer Information Statement between the amounts listed and totals thereof is due to rounding. Accordingly, figures shown as totals in this Offer Information Statement may not be an arithmetic aggregation of the figures that precede them. 6

7 GLOSSARY OF TECHNICAL TERMS This glossary contains an explanation of certain terms used in this Offer Information Statement in connection with the business of the Group. The terms and their assigned meanings may not correspond to standard industry or common meanings, as the case may be, or usage of these terms. "AHT" : Anchor Handling Tug "AHTS" : Anchor Handling Tug Supply "barge" : Long and large boat (usually flat-bottomed) that is unpowered and towed by other boats, tugs or ships "BHP" : Abbreviation for brake horsepower. Measure of mechanical power of engine "CALM" : Catenary Anchor Leg Mooring "crane barge" : A barge equipped with heavy lift crane equipment that is specialised in lifting heavy loads and used for offshore construction "EPCIC" : Abbreviation for engineering, procurement, construction, installation and commissioning "FPSO" : Abbreviations for floating, production, storage and offloading. A vessel (usually a tanker) which is equipped for the production, storage and offloading of oil and gas from offshore oil and gas fields "FSO" : Abbreviation for floating, storage and offloading. A vessel (usually a tanker) which is equipped for the storage and offloading of oil and gas from offshore oil and gas fields "jacket" : Supporting steel structure for an offshore production platform "mooring" : Securing with a mooring line "pipelay barge" : A barge equipped for laying offshore pipelines, being fitted with equipment for welding pipes and a stinger (a floating support used to guide and lay pipelines on the seabed) "SPM" : Single point mooring "SPM buoy" : Floating object anchored in the sea, which is used for loading oil into tankers in the open sea. It can be secured to load oil regardless of the direction of winds or currents and can swing at the mooring to present least resistance to the prevailing conditions "tug" : A self-propelled vessel which may be used to tow or push other vessels 7

8 SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2005 PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS Directors 1. Provide the names and addresses of each of the directors or equivalent persons of the relevant entity. Name Position Address Goh Kim Teck Executive Chairman and Chief Executive Officer 19 Beechwood Grove Singapore Jean Pers Executive Director 80 Bayshore Road Costa Del Sol #22-26 Singapore Yeo Chee Neng Executive Director 57 Cairnhill Road #10-03 Elizabeth Heights Singapore Francis Wong Chin Sing Executive Director 13 Dunsfold Drive Singapore Nitish Gupta Executive Director 37 Pinewood Grove Singapore Yeo Jeu Nam Lead Independent Director 528 East Coast Road #08-02 Ocean Park Singapore Tay Gim Sin Leonard Independent Director 9 Sin Ming Walk #01-04 Singapore Oon Thian Seng Independent Director Block 224 Bishan Street 23 # Singapore

9 Advisers 2. Provide the names and addresses of (a) the issue manager to the offer, if any; (b) the underwriter to the offer, if any; and (c) the legal adviser for or in relation to the offer, if any. (a) Issue Manager Not applicable. (b) Underwriter Not applicable. See name and address of Placement Agent. (c) Legal adviser to the Placement (d) Placement Agent WongPartnership LLP One George Street #20-01 Singapore CIMB-GK Securities Pte. Ltd. 50 Raffles Place #19-00 Singapore Land Tower Singapore Registrars and Agents 3. Provide the names and addresses of the relevant entity s registrars, transfer agents and receiving bankers for the securities being offered, where applicable. Share Registrar Receiving Banker Boardroom Corporate & Advisory Services (Pte) Ltd 3 Church Street #08-01 Samsung Hub Singapore Not applicable. 9

10 PART III: OFFER STATISTICS AND TIMETABLE Offer Statistics 1. For each method of offer, state the number of the securities being offered. Placement Status of Placement Shares Up to 84,000,000 Placement Shares representing up to approximately 19.9% of the issued and paid-up share capital of the Company of 421,355,000 Shares (excluding treasury shares) as at the date of lodgement of this Offer Information Statement. The Placement Shares, will be issued by the Company free from all claims, charges, liens and other encumbrances and shall rank pari passu in all respects with the Shares existing as at the date of issue of the Placement Shares except for any dividends, rights, distributions, allotments or other entitlements the record date of which falls before such date of issue. Method and Timetable 2. Provide the information referred to in paragraphs 3 to 7 of this Part to the extent applicable to (a) the offer procedure; and (b) where there is more than one group of targeted potential investors and the offer procedure is different for each group, the offer procedure for each group of targeted potential investors. Please see paragraphs 3 to 7 below. 3. State the time at, date on, and period during which the offer will be kept open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. If the exact time, date or period is not known on the date of lodgement of the offer information statement, describe the arrangements for announcing the definitive time, date or period. State the circumstances under which the offer period may be extended or shortened, and the duration by which the period may be extended or shortened. Describe the manner in which any extension or early closure of the offer period shall be made public. Pursuant to the Placement Agreement, the Placement Agent has agreed to use its best efforts to procure subscriptions and payment for up to 84,000,000 Placement Shares at the Placement Price for each Placement Share. 10

11 Completion of the Placement is conditional upon, inter alia:- (a) (b) (c) (d) the exemption under Section 277 of the Securities and Futures Act being applicable to the Placement Agreement and the placement of the Placement Shares with this Offer Information Statement being lodged with and accepted by the MAS; in-principle approval being obtained from the SGX-ST for the listing and quotation of the Placement Shares on the Main Board of the SGX-ST and such approval not having been revoked or amended and, where such approval is subject to conditions (which are not normally imposed by the SGX-ST for a transaction of a similar nature), such conditions being acceptable to the Placement Agent and, to the extent that any conditions for such approval are required to be fulfilled on or before completion date, they are so fulfilled; the Securities Lending Agreement being duly executed by the parties and being in full force and effect and not having been breached and the Share Loan not having been terminated; on the completion date, the representations and warranties of the Company herein being true, accurate and correct in all material respects as if made on the completion date, with reference to the then existing circumstances and the Company having performed in all material respects all of its obligations hereunder to be performed on or before the completion date; Pursuant to the Placement Agreement, the Company has undertaken, inter alia, that it shall not, without the prior written consent of the Placement Agent (such consent not to be unreasonably withheld), issue at any time on or before the expiry of 180 days after the completion date, any marketable securities of the Company (in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities, and for the avoidance of doubt, do not include sales and lease-back transactions and any notes to be issued pursuant to the MTN Programme) or Shares (save for any Shares to be issued pursuant to the Share Plan and the Share Option Scheme) or any options therefor (save for any options to be issued pursuant to the Share Option Scheme), declare or distribute any scrip dividend or vary, alter, subdivide or otherwise do anything to its capital structure (issued or otherwise). Completion of the Placement is to take place on the date falling three business days after the date on which the last in time of the conditions to the completion of the Placement is satisfied (or such other date as the Company and the Placement Agent may agree in writing) but in any event being a date not later than the Cut-off Date (as defined herein). In the event that any of the conditions to the completion of the Placement is not satisfied on or before 26 June 2009 or such other date as the Company and the Placement Agent may agree in writing (the "Cut-off Date"), the Placement Agreement will terminate and neither party shall have any claim against the other. 4. State the method and time limit for paying up for the securities and, where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid. Completion of the Placement is to take place on the date falling three business days after the date on which the last in time of the conditions to the completion of the Placement is satisfied (or such other date as the Company and the Placement Agent may agree in writing) but in any event being a date not later than the Cut-off Date. On completion of the Placement, the Placement Agent is required to pay and/or procure payment to the Company the aggregate Placement Price of the Placement Shares subscribed, 11

12 less the commission payable to the Placement Agent and any tax thereon, by bank transfer to such account of the Company with such bank in Singapore as the Company may designate or cashier's order or bank draft issued by a licensed bank in Singapore made out in favour of the Company. In the event that any of the conditions to the completion of the Placement is not satisfied on or before the Cut-off Date, the Placement Agreement will terminate and neither party shall have any claim against the other for costs, expenses, damages, losses, compensation or otherwise, save that the Company shall remain liable for the payment of costs and expenses already incurred up to the date of the termination. The Placement Shares will be fully paid-up. Accordingly, partial payment is not relevant in the context of the Placement. 5. State, where applicable, the methods of and time limits for (a) (b) the delivery of the documents evidencing title to the securities being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and the book-entry transfers of the securities being offered in favour of subscribers or purchasers. Under the terms of the Placement Agreement, upon the payment by the Placement Agent of the net proceeds of the Placement in the manner described in paragraph 4 of this Part above, the Company shall allot the Placement Shares to the scrip allottee(s) and/or CDP for the account of the subscribers and/or Lenders and/or their respective nominees as notified by the Placement Agent and deliver the share certificates in respect of the Placement Shares registered in the name of the scrip allottee(s) and/or CDP. To facilitate the Placement, the Placement Agent has entered into the Securities Lending Agreement with the Lenders. Pursuant to the Securities Lending Agreement, the Lenders have agreed to lend to the Placement Agent up to 84,000,000 Shares (equivalent to an aggregate of approximately 19.9% of the existing issued and paid-up share capital of the Company prior to the issue of the Placement Shares) to facilitate the Placement. None of the Lenders will derive any financial benefit, whether directly or indirectly, from the securities lending arrangement. Upon notification by the Placement Agent, the Lenders shall deliver to the Placement Agent the Loan Securities by either (a) causing the Loan Securities to be credited to such Securities Account(s) as the Placement Agent may determine, and debited from each of the Lenders' Securities Account, or (b) any other method of delivery as may be agreed upon in writing by the parties. 6. In the case of any pre-emptive rights to subscribe for or purchase the securities being offered, state the procedure for the exercise of any right of pre-emption, the negotiability of such rights and the treatment of such rights which are not exercised. There are no pre-emptive rights to subscribe for the Placement Shares. 12

13 7. Provide a full description of the manner in which results of the allotment or allocation of the securities are to be made public and, where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid). The Placement Agent will procure Subscribers on a best efforts basis pursuant to the Placement Agreement. The Company will announce the completion of the Placement on the SGXNET. No excess amounts are expected to be received in respect of the Placement Shares. 13

14 PART IV: KEY INFORMATION Use of Proceeds from Offer and Expenses Incurred 1. In the same section, provide the information set out in paragraphs 2 to 7 of this Part. Please see paragraphs 2 to 7 below. 2. Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (referred to in this paragraph and paragraph 3 of this Part as the net proceeds). Where only a part of the net proceeds will go to the relevant entity, indicate the amount of the net proceeds that will be raised by the relevant entity. If none of the proceeds will go to the relevant entity, provide a statement of that fact. Assuming that 84,000,000 Placement Shares are sold at the Placement Price, the estimated net proceeds of the Placement to be received by the Company, after deducting expenses incurred in connection with the Placement and assuming that the Placement Agent procures Subscribers for all the Placement Shares, are expected to be approximately S$71.8 million. 3. Disclose how the net proceeds raised by the relevant entity from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount, which in the reasonable opinion of the directors or equivalent persons of the relevant entity, must be raised by the offer of securities. The Placement will allow the Company to raise estimated net proceeds (the "Net Proceeds") of up to approximately S$71.8 million (after deducting expenses incurred in connection with the Placement and assuming that the Placement Agent procures Subscribers for all the Placement Shares). The Company intends to use the Net Proceeds for general working capital purposes. Pending the deployment of the Net Proceeds, such proceeds may be placed as deposits with banks and financial institutions or invested in short term money markets or debt instruments or for any other purpose on a short-term basis as the Directors of the Company may in their absolute discretion deem fit from time to time. Pursuant to the Placement Agreement, the Placement Agent has agreed to procure Subscribers for the Placement Shares on a best efforts basis. Accordingly, the Placement is not underwritten on a firm commitment basis. There is no minimum amount which, in the reasonable opinion of the Directors of the Company, must be raised in the Placement. 14

15 4. For each dollar of the proceeds from the offer that will be raised by the relevant entity, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer. The proportion of the net proceeds from the Placement that will be allocated to each principal intended use as set out in Section 3 of this Part IV (Key Information) above, and the estimated amount that will be used to pay for expenses incurred in connection with the Placement (assuming that the Placement Agent procures Subscribers for all the 84,000,000 Placement Shares) is set out below: Intended uses Approximate amount (S$ million) Estimated Amount Allocated for Each S$ General working capital Estimated expenses Total If any of the proceeds to be raised by the relevant entity will be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business, briefly describe the asset and state its purchase price. If the asset has been or will be acquired from an interested person of the relevant entity, identify the interested person and state how the cost to the relevant entity is or will be determined. Not applicable. 6. If any of the proceeds to be raised by the relevant entity will be used to finance or refinance the acquisition of another business, briefly describe the business and give information on the status of the acquisition. Not applicable. 7. If any material part of the proceeds to be raised by the relevant entity will be used to discharge, reduce or retire the indebtedness of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, of the group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put. Not applicable. 15

16 8. In the section containing the information referred to in paragraphs 2 to 7 of this Part or in an adjoining section, disclose the amount of discount or commission agreed upon between the underwriters or other placement or selling agents in relation to the offer and the person making the offer. If it is not possible to state the amount of discount or commission, the method by which it is to be determined must be explained. The commission payable by the Company to the Placement Agent in relation to the Placement is 2.5% of the Sale Proceeds. Information on the Relevant Entity 9a. The address and telephone and facsimile numbers of the relevant entity s registered office and principal place of business (if different from those of its registered office); Registered office and principal place of business Address : 12 International Business Park IBP #04-01 Singapore Tel : (65) Fax : (65) b. The nature of the operations and principal activities of the relevant entity or, if it is the holding company or holding entity of a group, of the group; The Company was incorporated in Singapore on 12 November 2004 under the Companies Act as a private limited company. The Company was converted into a public limited company on 10 October 2006 and was listed on the Main Board of the SGX-ST on 8 November The Group is an integrated service provider in the offshore oil and gas industry offering offshore construction services, offshore support services and offshore development services, with a focus on shallow water activities across Asia Pacific and the Middle East. Offshore Construction Services The Group provides a full suite of offshore construction services encompassing engineering, procurement, construction, installation and commissioning services, as well as a team of highly experienced engineers and an extensive fleet of modern support and construction vessels, to cater to the diverse needs of its customers in the oil and gas industry. Such offshore EPCIC services include (a) transportation and installation of fixed offshore platforms; (b) transportation and installation of subsea pipelines; (c) floating production systems and subsea field commissioning; and (d) engineering, design and/or installation of mooring 16

17 systems for FSOs, FPSOs and CALM buoys. The Group also provides other offshore EPCIC services such as vessel life extension, platform construction and project management. Offshore Support Services The Group's offshore support services business is highly complementary to its offshore construction services business. Such offshore support services include (a) extensive marine offshore services; (b) yard facilities with a comprehensive capability for ship repair, conversion and construction; (c) subsea support services; and (d) other engineering design, fabrication and offshore engineering services. Offshore Development Services The Group provides offshore development services to the offshore oil and gas industry in Asia Pacific. Such offshore development services include (a) deepwater drilling expertise; (b) deepwater mooring engineering and project services; (c) seafloor surveys; (d) well engineering and design; (e) planning, contracting and offshore drilling management; and (f) offshore wind farm installation. As at the Latest Practicable Date, the Company has the following Subsidiaries and Associated Companies: Name of Subsidiaries Country of Incorporation Effective Equity Held (%) Principal Activities PT Swiber Berjaya Indonesia 80.0 Vessel owning and chartering Swiber Offshore Marine Pte. Ltd. Singapore Vessel owning and chartering Swiber Offshore Construction Pte. Ltd. Swiber Marine (Malaysia) Sdn Bhd Singapore Offshore marine engineering Malaysia Offshore marine engineering and vessel chartering Swiber Engineering Ltd Malaysia (Labuan) Offshore marine engineering and vessel chartering Swiber Offshore Sdn Bhd Brunei Offshore marine engineering and vessel chartering Swiber Offshore (India) Private Limited India Operator and charter of vessels Kreuz International Pte. Ltd. Singapore Investment holding and provision of corporate services PT Swiber Offshore Indonesia 99.5 Offshore marine engineering Equatorial Drilling International Pte. Ltd. Singapore 90.0 Investment holding Swiber Rahaman Sdn Bhd Brunei 51.0 Offshore marine engineering and vessel chartering 17

18 Name of Subsidiaries Country of Incorporation Held by Swiber Offshore Marine Pte. Ltd. Effective Equity Held (%) Principal Activities Swiber Marine Pte Ltd Singapore Vessel chartering Swiber Maritime Limited Seychelles Holding the Seychellesflagged vessel on trust of Swiber Offshore Marine Pte. Ltd. Held by Kreuz International Pte. Ltd. Kreuz Engineering Ltd. Malaysia (Labuan) Offshore marine engineering and vessel chartering Kreuz Shipbuilding & Engineering Pte. Ltd. Singapore Building of ships, tankers and other ocean-going vessels Kreuz Offshore Marine Pte. Ltd. Singapore Vessel owning and chartering Kreuz Subsea Pte. Ltd. Singapore 70.0 Subsea services Held by Equatorial Drilling International Pte. Ltd. Equatorial Drilling Services Pte. Ltd. Singapore 90.0 Provision of drilling services Equatorial Driller Pte. Ltd. Singapore 90.0 Deep water drilling Held by Equatorial Drilling Services Pte. Ltd. Equatorial Offshore Drilling Pte Ltd. Singapore 90.0 Provision of drilling services Name of Associated Companies Country of Incorporation Effective Equity Held (%) Principal Activities Perfect Motive Sdn Bhd Malaysia 20.0 Investment holding PT Kreuz Berjaya Indonesia 49.0 Offshore marine engineering Swiwar Offshore Pte Ltd Singapore 50.0 Ship owning and ship chartering Rawabi Swiber Offshore Construction Co. Ltd. Principia Asia Pacific Engineering Pte Ltd Saudi Arabia 50.0 Offshore marine engineering Singapore 49.0 Offshore marine engineering Victorious LLC Republic of the Marshall Islands 49.0 Ship owning and ship chartering Held by Perfect Motive Sdn Bhd Cheyne Field Services Sdn Bhd Malaysia 20.0 Offshore marine engineering 18

19 9c. The general development of the business from the beginning of the period comprising the 3 most recent completed financial years to the latest practicable date, indicating any material change in the affairs of the relevant entity or the group, as the case may be, since (i) (ii) the end of the most recent completed financial year for which financial statements of the relevant entity have been published; or the end of any subsequent period covered by interim financial statements, if interim financial statements have been published; General development of the business of the Group over the three most recent completed financial years FY2006 In June 2006, the Group expanded the scope of offshore EPCIC services when Swiber Marine (Malaysia) Sdn Bhd ("Swiber Marine (Malaysia)") secured an offshore EPCIC subcontract with Ramunia Fabricators Sdn Bhd for the transportation and installation of a jacket at the Abu Cluster fields located offshore of Terengganu, Malaysia. The Group also provided services for the engineering, design, fabrication, transportation and installation of offshore pipelines as well as the installation of FSO mooring systems. The initial value of this contract was approximately US$15.75 million. Pursuant to this contract, the Group transported and installed the jacket at the offshore site. In November 2006, through its wholly-owned Subsidiary, Swiber Marine (Malaysia), the Group also secured a supplementary agreement with a Malaysian main contractor for an oil major. The contracts, totaling approximately US$9.36 million, are for the provision of offshore transportation and installation works of Topside and a FSO system for an oil field development project in the east coast of Peninsula Malaysia. On 8 November 2006, the Company was listed on the Main Board of the SGX-ST. In November 2006, the Group purchased four additional vessels, comprising one cargo barge, one 6000 BHP anchor handling tug/supply vessel and two 5150 BHP anchor handling tug/supply vessels at a combined contractual value of US$28.1 million. In December 2006, the Group secured US$33.75 million worth of new contracts with BG Exploration and Production India Limited which includes a US$5.75 million charter contract in November 2006, a US$14.0 million three-year charter contract in December 2006 and a US$14.0 million three-year charter contract in January 2007 which included two extension options of six months each which could potentially bring in another US$4.6 million for the Group. The Group also signed a joint venture agreement with Calox Consultants FZ LLC, a company incorporated in the United Arab Emirates which specialises in the marketing and representation of equipment and oil field services to the exploration and production industry, to jointly market and provide offshore marine support services in India. FY2007 In February 2007, the Group signed its first ever deal with international oil giant, Brunei Shell Petroleum Company Sdn Bhd at a contract value of US$146.6 million (the "BSP Contract"), which was also the Group's single largest EPCIC contract to-date then. The deal encompassed in-house engineering, project management and transportation and installation of offshore facilities including platforms, pipelines and sub-sea cables for three major projects. 19

20 In March 2007, through its wholly-owned Subsidiaries, Swiber Engineering Ltd (formerly known as Apecs Engineering Limited) ("Swiber Engineering") and Swiber Offshore Marine Pte Ltd (formerly known as Swiber Offshore Pte. Ltd.) ("Swiber Offshore Marine"), the Group executed two letters of intent with Raffles Offshore AS and Orchard Offshore A.S. which were companies established by R.S. Platou Finans Shipping A.S., pursuant to which the parties established their intention to sell certain of the Group s vessels to Raffles Offshore AS and Orchard Offshore A.S., which would then lease the vessels back to the Group for 10 and eight years respectively (the "First Sale & Lease-back Arrangements"). In May 2007, the Group entered into five memoranda of agreements in relation to the First Sale & Leaseback Arrangements in respect of a pipe laying barge and four AHTS vessels for an aggregate consideration of US$87.5 million. In April 2007, the Group registered a branch office in Brunei under its wholly-owned Subsidiary, Swiber Offshore Construction Pte. Ltd. ("SOCPL") to facilitate the Group s operations in Brunei and, in the long run, establish and strengthen business relationships in Brunei. In May 2007, through its wholly-owned Subsidiary, Swiber Engineering, the Group successfully entered into a letter of agreement worth US$21.3 million for the installation of platforms and pipelines at the West Madura and Poleng Fields in Indonesia. Under the terms of the letter of agreement, the date of completion of the pipelines is on 31 October 2007, while the date of completion of the platform is targeted for 30 November In June 2007, the Group signed a memorandum of understanding with Emirates Investments Group L.L.C. to jointly explore investment opportunities to expand the EPCIC activities of the Company into the Gulf Region, the Middle East and Pakistan. In addition, the Group's whollyowned Subsidiary, SOCPL entered into a letter of intent worth approximately US$31.0 million with a Malaysian group to provide offshore installation works for the Puteri Wellhead platform in Malaysia. In July 2007, the Group completed the placement of 55,350,000 new Shares in the capital of the Company (the "2007 Placement"), raising net proceeds of S$117.3 million, part of which was used for fleet expansion as well as offshore EPCIC projects and offshore marine support services. The balance of the net proceeds was used for general working capital purposes. In the same month, the Group incorporated a wholly-owned Subsidiary, Swiber Offshore India Private Limited in Mumbai, India, for the principal activities of carrying out business in India and abroad relating to offshore marine support and EPCIC services. In addition, through its wholly-owned Subsidiary, Swiber Marine (Malaysia), the Group also entered into a letter of intent for an offshore installation project in Malaysia worth approximately US$12.0 million. In July 2007, the Group established a S$300,000,000 multicurrency medium term note programme (the "MTN Programme"), the proceeds of which would be used for the purpose of financing the general working capital and capital expenditure requirements of the Group and for refinancing the existing borrowings of the Group. In August 2007, the Group issued two series of notes maturing in August 2010 amounting to S$108.5 million. In August 2007, the Group entered into a sale and purchase agreement to acquire the entire issued share capital of North Shipyard Pte Ltd from Project Engineers (Pte) Limited for an aggregate consideration of S$10.3 million. In the same month, through Swiber Engineering, the Group entered into separate contracts with Pacific Crest Pte Ltd and Pacific Ocean Engineering & Trading Pte Ltd respectively, pursuant to which Pacific Crest Pte Ltd and Pacific Ocean Engineering & Trading Pte Ltd would construct a total of four vessels for 20

21 Swiber Engineering for an aggregate sum of US$70.6 million, bringing the Group's total number of vessels to 36 by the end of 1Q2009. In September 2007, through its wholly-owned Subsidiaries, Swiber Engineering and Swiber Offshore Marine, the Group executed two letters of intent with Sentosa Offshore A.S. and Tioman Offshore A.S. which were companies established by R.S. Platou Finans Shipping A.S., pursuant to which the parties established their intention to sell certain of the Group's vessels to Sentosa Offshore A.S. and Tioman Offshore A.S., which would then lease the vessels back to the Group for eight and 10 years respectively (the "Second Sale & Leaseback Arrangements"). In October 2007, the Group entered into five memoranda of agreements in relation to the Second Sale & Lease-back Arrangements in respect of a pipe laying barge, two AHT vessels and two AHTS vessels for an aggregate consideration of US$95.0 million. In the same month, Swiber Engineering also entered into a sale and purchase agreement with Hydralift AmClyde Inc. to acquire a 4180 tons M-80 offshore derrick crane for a consideration of US$53.13 million. In addition, the Group signed a memorandum of understanding with Rahaman Sdn Bhd ("Rahaman") to establish a joint venture company in Brunei, through which the Group can actively source and secure onshore and offshore oil and gas projects in Brunei. The joint venture company, Swiber Rahaman Sendirian Berhad, was incorporated in March In September 2007, the Group also entered into broad cooperation agreements with two Vietnamese state-linked oil and gas companies, Petrovietnam Construction Joint Stock Company ("PVC") and Vietsovpetro Joint Venture ("VSP") to jointly explore opportunities for the parties to foster mutual development and strengthen their positions in the oil and gas industry in Vietnam and overseas. In September 2007, the Group incorporated Kreuz International Pte. Ltd. ("Kreuz International"), a wholly-owned Subsidiary in Singapore, as an investment holding company. In the same month, Kreuz International incorporated Kreuz Engineering Limited ("Kreuz Engineering"), a wholly-owned Subsidiary in Labuan, for the principal activities of carrying out offshore marine engineering and vessel chartering. In October 2007, Kreuz Engineering entered into separate contracts with Thaumas Marine Ltd., pursuant to which Thaumas Marine Ltd. would construct four vessels for Kreuz Engineering for an aggregate consideration of US$108.0 million. In the same month, the Group incorporated PT Swiber Offshore in Indonesia, in which the Group holds 99.5% of the equity interest, for the principal activities of providing offshore EPCIC services in Indonesia. In November 2007, the Group incorporated Equatorial Drilling Services Pte Ltd (formerly known as Swiber Offshore Drilling Pte Ltd), ("Equatorial Drilling"), in which the Group holds 90.0% of the equity interest, for the principal activities of carrying out deepwater drilling business. Equatorial Drilling secured its first offshore drilling contract, worth approximately US$25 million, to provide offshore drilling and ancillary services to NuCoastal (Thailand) Limited ("NuCoastal"), which operates a series of wells in the Gulf of Thailand. The Group's Subsidiary, PT Swiber Berjaya also executed a letter of intent for platform installation works worth US$31.0 million in offshore Indonesia (the "Offshore Indonesia Contract"). In the same month, the Group incorporated Equatorial Driller Pte. Ltd. (formerly known as Black Gold Drilling Pte. Ltd.), a Subsidiary in Singapore, for the principal activity of carrying out deepwater drilling business. Kreuz International, the Group's wholly-owned Subsidiary, also incorporated Kreuz Offshore Marine Pte. Ltd., a wholly-owned Subsidiary in Singapore for the principal activity of engaging in offshore marine support business. 21

22 In December 2007, the Group secured a contract extension of the BSP Contract, bringing the total estimated contract value of the BSP Contract and its contract extension to approximately US$200.0 million. FY2008 In February 2008, the Group entered into a joint venture with Principia Recherche & Development SA ("Principia") to undertake the supply and sale of studies, design of offshore and marine facilities, as well as related services in the offshore and marine industry in South East Asia. The Group's wholly-owned Subsidiary, Kreuz International, will hold 49.0% of the equity interest in the joint venture company, and Principia will hold the remaining 51.0%. The joint venture company, Principia Asia Pacific Engineering Pte. Ltd., was incorporated in March In the same month, PT Swiber Berjaya also entered into a letter of intent for the transportation and installation of three pipelines in offshore Indonesia. This letter of intent was an extension of the Offshore Indonesia Contract, bringing the total estimated contract value of both contracts to approximately US$66.0 million. In addition, the Group was awarded an offshore installation project in Malaysia worth approximately US$31.0 million, marking its first project with an international oil company based in Malaysia. The Group, through its wholly-owned Subsidiary, Kreuz Shipbuilding & Engineering Pte Ltd, was also awarded two projects, worth a total of more than US$20.0 million, for the design, engineering and fabrication of a SPM buoy in Malaysia and the construction and installation of two floating crane barges in Indonesia. In March 2008, through its wholly-owned Subsidiary, SOCPL, the Group was successfully awarded a letter of intent for an EPCIC project worth US$127.0 million in Mumbai, India from BG Exploration and Production India Limited, marking its first ever EPCIC project in India. The deal encompassed the provision of design, engineering, transportation, installation and other services for various facilities situated in offshore India. In the same month, the Group secured another letter of intent worth US$29.0 million for the offshore installation and engineering of pipelines for an oil company in Malaysia. The Group was also awarded a conditional letter of intent from CUEL Limited ("CUEL") for installation of platforms and pipelines in the Gulf of Thailand for CUEL's various clients. In September 2008, CUEL formally awarded SOCPL, the Group's wholly-owned Subsidiary, a contract to provide offshore installation services in the Gulf of Thailand, at an estimated annual value of approximately US$50.0 million per year, for a period of five years beginning In March 2008, the Group incorporated Swiber Offshore Sdn Bhd, a wholly-owned Subsidiary in Brunei, for the principal activities of carrying out offshore vessels chartering and onshore and offshore EPCIC works in the oil and gas industry. In the same month, the Company issued two series of notes maturing in March 2011 under the MTN Programme comprising a S$50.0 million three-year fixed-rate tranche of 4.0% per annum and a S$50.0 million three-year floating-rate tranche of 2.22% above the three-month Singapore dollar swap offer rate per annum. In April 2008, the Group's wholly-owned Subsidiary, Kreuz International, subscribed for 98,000 shares, representing a 49.0% equity interest in PT Kreuz Berjaya for a total consideration of US$98,000. In addition, the Group secured a contract worth approximately S$7.8 million with NuCoastal for the engineering, procurement, supply and construction of a SPM calm buoy in Thailand. The Group also signed a memorandum of understanding with CUEL to jointly pursue offshore EPCIC projects in the Asia Pacific region. 22

23 In July 2008, through its wholly-owned Subsidiary, SOCPL, the Group was awarded a letter of intent from VSP to transport and install offshore facilities for one of VSP's offshore oil and gas customers. In the same month, Kreuz International incorporated Kreuz Subsea Pte. Ltd., in which Kreuz International holds 70.0% of the equity interest, for the principal activities of engaging in subsea activities. In August 2008, through SOCPL, the Group signed a memorandum of understanding with Rawabi Holding Company Limited ("Rawabi"), a leading Saudi Arabic firm, to develop business in offshore EPCIC projects and marine activities in Gulf Cooperation Countries. Following from the memorandum of understanding, the Group entered into a joint venture agreement with Rawabi in October 2008, pursuant to which SOCPL and Rawabi would each hold 50.0% equity interest in Rawabi Swiber Offshore Construction Company Limited, the joint venture company based in Saudi Arabia, which will provide services in the field of offshore construction and bid for EPCIC projects in Gulf Cooperation Countries. Rawabi Swiber Offshore Construction Company Limited was incorporated in December In September 2008, through its wholly-owned Subsidiary, Kreuz Engineering, the Group entered into five memoranda of agreements with Bukit Timah Offshore A.S. and Mountbatten Offshore A.S., pursuant to which the Group would sell certain vessels to Bukit Timah Offshore A.S. and Mountbatten Offshore A.S., which would then lease the vessels back to Kreuz Offshore Marine Pte. Ltd. for a period of 10 years (the "Third Sale & Lease-back Arrangements"). The vessels under the Third Sale & Lease-back Arrangements comprise three AHTS vessels and two diving support vessels (the "Vessels"). The aggregate value of the consideration for the Vessels is US$225.0 million. In the same month, the Group's wholly-owned Subsidiary, Swiber Marine (Malaysia), acquired 2,000 shares, representing a 20.0% equity interest in Perfect Motive Sdn Bhd, for a total consideration of RM200,000. In October 2008, the Group secured a charter contract worth approximately US$7.3 million for one of its BHP AHTs in Vietnam, pursuant to which Kreuz Offshore Marine Pte Ltd will charter the vessel to Petroleum Technical Services Corporation Marine Co. Ltd, a member of the PetroVietnam group of companies. In addition, the Group's subsidiary, Kreuz Subsea Pte. Ltd. entered into a letter of intent worth approximately US$7.0 million to provide subsea services for an offshore project in India, marking the Group's first subsea services project in India. Through SOCPL, its Subsidiary, the Group also signed a memorandum of understanding with PVC, a Subsidiary of Vietnam Oil & Gas Group (PetroVietnam), to set up a joint stock company in Vietnam to own and operate a pipelay/derrick barge for offshore installation construction activities primarily in Vietnam. Material changes in the affairs of the Group since the end of FY2008 to the Latest Practicable Date In March 2009, the Group announced that ICON Capital Corp., an independent privately-held equipment leasing and specialty finance company had subscribed for 51.0% stake in Victorious LLC, owner of the construction vessel, Swiber Victorious, for a consideration of US$ million, which was utilised by Victorious LLC as part settlement of existing debt owed to the Company. As a consequence, the Group's wholly-owned subsidiary, Swiber Engineering, currently owns the remaining 49.0% stake in Victorious LLC. The Company has used all the funds from the subscription to repay the Group's existing loans. In April 2009, through its wholly-owned Subsidiary, SOCPL, the Group entered into a sale and purchase agreement with Mineral Energy Pte. Ltd., pursuant to which SOCPL agreed to sell to Mineral Energy Pte. Ltd. 1,407,030 ordinary shares, representing 30.0% of the issued 23