swiber hldgs ltd | s$ 80,000,000 9.75 per cent senior perpetual securities 25/9/2012

8/13/2019 Swiber Hldgs Ltd | S$ 80,000,000 9.75 per cent Senior Perpetual Securities 25/9/2012

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SWIBER HOLDINGS LIMITED INFORMATION MEMORANDUM DATED 19 SEPTEMBER 2012

SWIBER HOLDINGS LIMITED(Incorporated in the Republic of Singapore)

(Unique Entity Number 200414721N)

Offer of S$80,000,000 9.75 per cent. Senior Perpetual Securities

This Information Memorandum has not been and will not be registered as a prospectus with the MonetaryAuthority of Singapore. Accordingly, this Information Memorandum and any other document or material inconnection with the offer or sale, or invitation for subscription or purchase, of S$80,000,0009.75 per cent. seniorperpetual securities (the Securities) to be issued by Swiber Holdings Limited (the Issuer)may not be circulatedor distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscriptionor purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor underSection 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant personpursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditionsspecified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, anyother applicable provision of the SFA.

Where the Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole businessof which is to hold investments and the entire share capital of which is owned by one or more individuals,each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and eachbeneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries rights and interest(howsoever described) in that trust shall not be transferred within six months after that corporation or that trust hasacquired the Securities pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of acorporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B) of the SFA or (in thecase of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law; or

(4) as specified in Section 276(7) of the SFA.

Approval in-principle has been obtained from the Singapore Exchange Securities Trading Limited (the SGX-ST) for the listing and quotation of the Securities on the SGX-ST. The SGX-ST assumes no responsibility for thecorrectness of any of the statements made or opinions expressed or reports contained herein. Such approval andadmission to the Official List of the SGX-ST and quotation of any Securities on the SGX-ST is not to be takenas an indication of the merits of the Issuer, its subsidiaries, its associated companies (if any), its joint venturecompanies (if any), the Offer (as defined herein) and the Securities.

Joint Lead Managers and Bookrunners


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TABLE OF CONTENTS

Page

NOTICE .............................................................................................................................................. 1

FORWARD-LOOKING STATEMENTS ............................................................................................... 4

DEFINITIONS ..................................................................................................................................... 5

CORPORATE INFORMATION ........................................................................................................... 8

SUMMARY OF THE OFFER .............................................................................................................. 10

TERMS AND CONDITIONS OF THE PERPETUAL SECURITIES ................................................... 16

SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL FORM......... 29

THE ISSUER ...................................................................................................................................... 31

RISK FACTORS ................................................................................................................................. 62

PURPOSE OF THE OFFER AND USE OF PROCEEDS .................................................................. 76

CLEARING AND SETTLEMENT ........................................................................................................ 77

SINGAPORE TAXATION .................................................................................................................... 78

SUBSCRIPTION AND SALE .............................................................................................................. 84

GENERAL AND OTHER INFORMATION .......................................................................................... 86

INDEX TO THE FINANCIAL STATEMENTS ...................................................................................... 89


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NOTICE

This Information Memorandum contains information with regard to the Issuer, its subsidiaries, itsassociated companies (if any), its joint venture companies (if any) and the Securities. The Issuer, havingmade all reasonable enquiries, confirms that this Information Memorandum contains all information withrespect to the Issuer, the Group (as defined herein) and the Securities which is material in the context of

the Offer (as defined herein) and the issue and offering of the Securities, that the information containedherein is true and accurate in all material respects, the opinions, expectations and intentions expressedin this Information Memorandum have been carefully considered, that there are no other facts theomission of which in the context of the issue and offering of the Securities would or might make any suchinformation or expressions of opinion, expectation or intention misleading in any material respect and allproper enquires have been made to ascertain and to verify the foregoing. Accordingly, the Issuer acceptsresponsibility for the information contained in this Information Memorandum.

Capitalised terms which are used herein and are not otherwise defined herein shall have the samemeanings as ascribed to them under the section entitled Definitions of this Information Memorandum.

Persons wishing to subscribe for the Securities offered by this Information Memorandum should, before

deciding whether to so subscribe, carefully read this Information Memorandum in its entirety in orderto make an informed assessment of the assets and liabilities, profits and losses, financial position,performance and prospects of the Issuer and the Group and the rights and liabilities attaching to theSecurities. They should also make, and shall be deemed to have made, their own independent enquiriesand investigations of any bases and assumptions upon which financial projections, if any, are made orbased, and carefully consider this Information Memorandum in light of their personal circumstances(including financial and taxation affairs). It is recommended that such persons seek professional advicefrom their business, legal, financial, tax or other professional advisers before deciding whether tosubscribe for the Securities.

No person is or has been authorised by the Issuer, the Joint Lead Managers and Bookrunners, theTrustee, the Agents (as defined in the terms and conditions of the Securities) or the Registrar to give any

information or to make any representations, other than those contained in this Information Memorandum,in connection with the issue and offering of the Securities, and, if given or made, such information orrepresentations must not be relied upon as having been authorised by the Issuer, the Joint LeadManagers and Bookrunners, the Trustee, the Agents or the Registrar. Nothing contained herein is, ormay be relied upon as, a promise or representation as to the future performance or policies of the Issueror any member of the Group. Neither the delivery of this Information Memorandum nor the issue of theSecurities shall, under any circumstances, constitute a continuing representation, or give rise to anyimplication, that there has been no change in the affairs of the Issuer or any member of the Group, orany of the information contained herein since the date hereof. Where such changes occur after the datehereof but prior to the issue of the Securities and are material, or are required to be disclosed by lawand/or the SGX-ST, the Issuer shall make an announcement of the same to the SGX-ST and prepare anysupplements and amendments hereto.

Investors should take note of any such announcement and, upon the release of such announcement,shall be deemed to have notice of such changes.

None of the Issuer, the Joint Lead Managers and Bookrunners, the Trustee, the Agents and the Registraris making any representation to any person regarding the legality of an investment in the Securities bysuch person under any investment or any other laws or regulations. No information in this InformationMemorandum should be considered to be business, financial, legal, tax or other professional advice.Each prospective investor should consult his own professional or other advisers for business, financial,legal or tax advice regarding an investment in the Securities.

Nothing in this Information Memorandum nor any other document or information (or any part thereof)delivered or supplied under or in relation to the issue and offering of the Securities is intended to provide

the basis of any credit or other evaluation nor shall be construed as a recommendation to subscribe forthe Securities. Prospective investors of the Securities should make their own assessment of the foregoingand other relevant matters including the financial condition and affairs and the creditworthiness of the


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Issuer, its subsidiaries, its associated companies (if any) and its joint venture companies (if any), andobtain their own independent legal or other advice thereon, and their investment shall be deemed to bebased on their own investigation of the financial condition and affairs, appraisal of the creditworthiness ofthe Issuer and determination of the merits of investing in the Issuer and the Group and shall be deemedto have done so. Accordingly, notwithstanding anything herein, none of the Joint Lead Managers andBookrunners, the Trustee, each Agent or the Registrar or any of their respective officers, employees oragents shall be held responsible for any loss or damage suffered or incurred by the recipients of this

Information Memorandum or such other document or information (or such part thereof) as a result of orarising from anything expressly or implicitly contained in or referred to in this Information Memorandumor such other document or information (or such part thereof) and the same shall not constitute a groundfor rescission of any purchase or acquisition of any of the Securities by a recipient of this InformationMemorandum or such other document or information (or such part thereof).

The Joint Lead Managers and Bookrunners, the Trustee, the Agents and the Registrar have notseparately verified the information contained in this Information Memorandum. None of the Joint LeadManagers and Bookrunners, the Trustee, the Agents or the Registrar or any of their respective officersor employees is making any representation or warranty expressed or implied as to the merits of theSecurities or the subscription for, purchase or acquisition thereof, the creditworthiness or financialcondition or otherwise of the Issuer, its subsidiaries, its associated companies (if any) or its joint venture

companies (if any) and, accordingly, no responsibility or liability is accepted by any of them in that regard.Further, the Joint Lead Managers and Bookrunners, the Trustee, the Agents and the Registrar do notmake any representation or warranty as to the Issuer, its subsidiaries, associated companies (if any) orjoint venture companies (if any) or as to the accuracy, reliability or completeness of the information setout herein (including the legal and regulatory requirements pertaining to Sections 274, 275 and 276 orany other provisions of the SFA) and the documents which are incorporated by reference in, and formpart of, this Information Memorandum and, accordingly, no responsibility or liability is accepted by any ofthem in that regard.

This Information Memorandum is confidential and has been prepared in connection with the offeringof the Securities solely for the purpose of enabling a prospective investor to consider subscribing forthe Securities and may not be relied upon for any other purposes nor may it be copied, distributed ordisclosed to any other person.

This Information Memorandum may not be used for the purpose of, and does not constitute, an offer,invitation to, or solicitation by or on behalf of, anyone in any jurisdiction or in any circumstances in whichsuch an offer, invitation or solicitation is unlawful or not authorised or to any person to whom it is unlawfulto make such an offer, invitation or solicitation. No action is being taken to permit a public offering ofthe Securities nor to distribute this Information Memorandum in any jurisdiction where action would berequired for such purposes.

To the fullest extent permitted by law, none of the Joint Lead Managers and Bookrunners, the Trustee, theAgents or the Registrar accepts any responsibility for the contents of this Information Memorandum or forany other statement made or purported to be made by the Joint Lead Managers and Bookrunners, theTrustee, the Agents or the Registrar or on its behalf in connection with the Issuer or the issue and offering

of the Securities. The Joint Lead Managers and Bookrunners and the Trustee and each Agent and theRegistrar accordingly disclaims all and any liability whether arising in tort or contract or otherwise (saveas referred to above) which it might otherwise have in respect of this Information Memorandum or anysuch statement.

The distribution of this Information Memorandum may be prohibited or restricted (eitherabsolutely or subject to various relevant securities requirements, whether legal or otherwise,being complied with) in certain jurisdictions. Prospective investors or any other persons havingpossession of this Information Memorandum are required by the Issuer, the Joint Lead Managersand Bookrunners, the Trustee, the Agents and the Registrar to keep themselves informed of andobserve such prohibitions and restrictions. Please refer to the section entitled Subscription andSale of this Information Memorandum for further information.


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Selected financial data from the audited accounts of the Group for the financial years ended 31December 2009, 31 December 2010 and 31 December 2011 and the unaudited accounts of the Groupfor the six months ended 30 June 2012 have been extracted and set out in Appendices I, II, III, andIV respectively, to this Information Memorandum. Such selected financial data should be read togetherwith the relevant notes to the respective audited financial statements, which are available on the websiteof the Issuer at http://www.swiber.com. The information contained on the website of the Issuer or anywebsite directly or indirectly linked to the website of the Issuer is not incorporated by reference and does

not constitute part of this Information Memorandum.

Prospective investors are advised to obtain and read the financial statements (includingthe relevant notes) referred to above before making any investment decision in relation to theSecurities.

Any person(s) who is invited to purchase or subscribe for the Securities or to whom thisInformation Memorandum is sent shall not make any offer or sale, directly or indirectly, of anySecurities or distribute or cause to be distributed any document or other material in connectiontherewith in any country or jurisdiction except in such manner and in such circumstances as willresult in compliance with any applicable laws and regulations.

It is recommended that persons proposing to subscribe for or purchase any of the Securitiesconsult their own legal, tax and other advisers before purchasing or acquiring the Securities.


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FORWARD-LOOKING STATEMENTS

All statements contained in this Information Memorandum that are not statements of historical factconstitute forward-looking statements. Some of these statements can be identified by forward-looking terms such as expect, believe, plan, intend, estimate, anticipate, may, will, wouldand could or similar words. However, these words are not the exclusive means of identifying forward-

looking statements. All statements regarding the expected financial position, business strategy, plans andprospects of the Issuer and/or the Group (including statements as to the Issuers and/or the Groupsrevenue and profitability, prospects, future plans and other matters discussed in this InformationMemorandum regarding matters that are not historical fact and including the financial forecasts, profitprojections, statements as to the expansion plans of the Issuer and/or the Group, expected growth in theIssuer or the Group and other related matters), if any, are forward-looking statements and accordingly,are only predictions. These forward-looking statements involve known and unknown risks, uncertaintiesand other factors that may cause the actual results, performance or achievements of the Issuer and/orthe Group to be materially different from any future results, performance or achievements expressed orimplied by such forward-looking statements. These factors include, among others:

changes in general political, social and economic conditions;

changes in currency exchange and interest rates;

demographic changes;

changes in competitive conditions; and

other factors beyond the control of the Issuer and the Group.

Some of these factors are discussed in greater detail in this Information Memorandum, in particular, butnot limited to, discussion under the section Risk Factors.

Given the risks and uncertainties that may cause the actual future results, performance or achievementsof the Issuer or the Group to be materially different than expected, expressed or implied by any financialforecasts, profit projections and forward-looking statements in this Information Memorandum, unduereliance must not be placed on those forecasts, projections and statements. The Issuer, the Group, theJoint Lead Managers and Bookrunners, the Trustee, the Agents and the Registrar do not represent orwarrant that the actual future results, performance or achievements of the Issuer or the Group will be asdiscussed in those statements.

Neither the delivery of this Information Memorandum nor the issue of any Securities by the Issuer shallunder any circumstances, constitute a continuing representation or create any suggestion or implicationthat there has been no change in the affairs of the Issuer or the Group, or any statement of fact orinformation contained in this Information Memorandum since the date of this Information Memorandum.

Further, the Issuer, the Joint Lead Managers and Bookrunners, the Trustee, the Agents and the Registrardisclaim any responsibility, and undertake no obligation, to update or revise any forward-lookingstatements contained herein to reflect any changes in the expectations with respect thereto after the dateof this Information Memorandum or to reflect any change in events, conditions or circumstances on whichany such statements are based.


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DEFINITIONS

The following definitions have, where appropriate, been used in this Information Memorandum:

Agency Agreement : The agency agreement to be dated on or around 25 September2012 made between (1) the Issuer, as issuer, (2) The Bank of New

York Mellon, Singapore Branch, as principal paying agent, registrar,calculation agent and transfer agent, and (3) The Bank of New YorkMellon, Singapore Branch, as trustee

Agent : The Bank of New York Mellon, Singapore Branch

AHT : Anchor handling tug

AHTS : Anchor handling tug supply

Alam Swiber : Alam Swiber DLBI (L) Inc

Board : Board of Directors of the Issuer

Brunei Shell : Brunei Shell Petroleum Company Sdn Bhd

CALM : Catenary anchor leg mooring

CDP : The Central Depository (Pte) Limited

Companies Act : The Companies Act, Chapter 50 of Singapore, as amended ormodified from time to time

Company or Issuer : Swiber Holdings Limited

Conditions : The terms and conditions of the Securities, set out in the sectionTerms and Conditions of the PerpetualSecuritiesof this InformationMemorandum

Depositors : Persons holding the Securities in Securities Accounts

Directors : The directors (including alternate directors, if any) of the Issuer as atthe date of this Information Memorandum

EPIC : Engineering, procurement, construction, installation andcommissioning

FPSO : Floating, production, storage and offloading

FSO : Floating, storage and offloading

FY : Financial year ended or ending 31 December

GCC : Gulf Cooperation Council

Global Certificate : The registered global certificate representing the Securities, or someof them, substantially in the form set out in the Trust Deed

Group : The Issuer and its subsidiaries

IMCA : International Marine Contractors Associations


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IMO : The International Maritime Organisation

IRAS : The Inland Revenue Authority of Singapore

IRM : Inspection, repair and maintenance

ISM Code : The International Management Code for the Safe Operation of Ships

and for Pollution Prevention

ISO : International Organisation for Standardisation

Issue Price : In relation to a Security, 100 per cent. of the principal amount of suchSecurity

ITA : The Income Tax Act, Chapter 134 of Singapore, as amended ormodified from time to time

Joint Lead Managers and : Australia and New Zealand Banking Group Limited and DBS BankBookrunners Ltd.

Kreuz Group : Kreuz Holdings Limited

Latest Practicable Date : 14 August 2012

MAS : The Monetary Authority of Singapore

MSO 1952 : The Merchant Shipping Ordinance 1952

Newcruz International : Newcruz International Pte Ltd

Offer : The offer of S$80,000,000 in aggregate principal amount of Securitiesby the Issuer at the Issue Price

PLEM : Pipeline end manifold

PMT : Project management team

Principal Paying Agent : The Bank of New York Mellon, Singapore Branch

QHSE : Quality, health, safety and environmental

Rawabi : Rawabi Holding Company Limited

Register of Members : Register of members of the Issuer

Registrar : The Bank of New York Mellon, Singapore Branch

ROV : Remotely operated vehicle

Securities : The senior perpetual securities to be issued by the Issuer under theOffer

Securities Act : The Securities Act of 1933 of the United States, as amended

Securities Account : Securities account maintained by a Depositor with CDP (but does notinclude a securities sub-account maintained with a Depository Agent)

Securityholders : The holders of the Securities


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SFA : Securities and Futures Act, Chapter 289 of Singapore, as amendedor modified from time to time

SGX-ST : Singapore Exchange Securities Trading Limited

Shares : Ordinary shares in the capital of the Issuer

SOME : Swiber Offshore Middle East (FZE)

SPM : Single point mooring

TQM : Total quality management

Trust Deed : The trust deed to be dated on or around 25 September 2012 madebetween the Issuer and the Trustee constituting the Securities

Trustee : The Bank of New York Mellon, Singapore Branch

UAE : United Arab Emirates

United States or U.S. : United States of America

WEC : Wave energy converter

S$ or $ and cents : Singapore dollars and cents respectively

US$ : United States dollars

Words importing the singular shall, where applicable, include the plural and vice versa, and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall, where applicable, include corporations. Any reference to a time of day in thisInformation Memorandum shall be a reference to Singapore time unless otherwise stated. Any referencein this Information Memorandum to any enactment is a reference to that enactment as for the timebeing amended or re-enacted. Any word defined under the Companies Act or the SFA or any statutorymodification thereof and used in this Information Memorandum shall, where applicable, have the meaningascribed to it under the Companies Act or, as the case may be, the SFA.


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CORPORATE INFORMATION

Board of Directors : Raymond Kim Goh (Executive Chairman) Francis Wong Chin Sing (Executive Director, Group President and Group Chief Executive Officer)

Jean Pers (Executive Director)

Darren Yeo Chee Neng (Executive Director)Nitish Gupta (Executive Director)

Yeo Jeu Nam (Lead Independent Non-Executive Director) Oon Thian Seng (Independent Non-Executive Director)

Chia Fook Eng (Independent Non-Executive Director)

Company Secretaries : Lee Bee Fong Tan Ping Ping

Registered Office and Principal Place : 12 International Business Parkof Business Swiber@IBP #04-01 Singapore 609920

Independent Auditors to the Issuer : PricewaterhouseCoopers LLP (from FY2011 onwards) Public Accountants and Certified Public Accountants 8 Cross Street #17-00 PWC Building Singapore 048424

Deloitte & Touche LLP (for FY2009 and FY2010) Public Accountants and Certified Public Accountants 6 Shenton Way #32-00 DBS Building Tower Two Singapore 068809

Joint Lead Managers and Bookrunners : Australia and New Zealand Banking Group Limited 10 Collyer Quay #21-00

Ocean Financial CentreSingapore 049315

DBS Bank Ltd. 12 Marina Boulevard Level 42 DBS Asia Central @ Marina Bay Financial Centre Tower 3 Singapore 018982

Legal Advisers to the Issuer : WongPartnership LLP One George Street #20-01

Singapore 049145

Legal Advisers to the Joint Lead : Allen & Gledhill LLPManagers and Bookrunners One Marina Boulevard #28-00 Singapore 018989

Trustee : The Bank of New York Mellon, Singapore Branch One Temasek Avenue #03-01 Millenia Tower Singapore 039192


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Principal Paying Agent : The Bank of New York Mellon, Singapore Branch One Temasek Avenue #03-01 Millenia Tower Singapore 039192

Registrar : The Bank of New York Mellon, Singapore Branch One Temasek Avenue #03-01

Millenia Tower Singapore 039192


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SUMMARY OF THE OFFER

The following summary is a general summary of the offering of the Securities. The summary is derivedfrom, and should be read in conjunction with, the full text of this Information Memorandum (and anyrelevant supplement to this Information Memorandum), the Agency Agreement and the Trust Deedincluding, without any limitation, the Conditions. This summary does not contain all the information that

may be relevant to your investment decision. Capitalised terms used below without definition have thesame meaning given to them in the Conditions.

Issuer : Swiber Holdings Limited

Description : S$80,000,000 9.75 per cent. senior perpetual securities (theSecurities).

Issue Date : 25 September 2012

Status of the Securities : The Secur ities constitute unsecured obligat ions of theIssuer and shall at all times rank pari passu and without any

preference among themselves. The payment obligationsunder the Securities shall, save for such exceptions as maybe provided by applicable legislation, at all times rank at leastequally with all its other present and future unsecured andunsubordinated obligations.

Issue Price : 100 per cent. of the principal amount of the Securities

Form and Denomination : The Securities will be issued in registered form and in thespecified denomination of S$250,000.

Distributions : Subject to Condition 5 (Distribution Deferral), the Securities

confer a right to receive distributions from (and including) theIssue Date at the applicable Distribution Rate, payable semi-annually in arrear on 25 March and 25 September in each year.

Distribution Rate : The rate of distribution (the Distribution Rate) applicable tothe Securities shall be:

(i) in respect of the period from (and including) the IssueDate to (but excluding) 25 September 2015 (the FirstCall Date), 9.75per cent. per annum; and

(ii) in respect of the period from (and including) the FirstCall Date and each Reset Date falling thereafter to (but

excluding) the immediately following Reset Date, theRelevant Reset Distribution Rate,

Where:

Initial Spread means 9.035 per cent.

Relevant Reset Distribution Rate means the Swap OfferRate with respect to the relevant Reset Date plus the InitialSpread plus the Step-Up Margin.

Reset Date means the First Call Date and each date falling

every three years after the First Call Date.


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Step-Up Margin means 3.00 per cent.

Swap Offer Rate means the rate in per cent. per annumnotified by the Calculation Agent to the Issuer and theSecurityholders (in accordance with Condition 16 (Notices))equal to the rate which appears on the Reuters ScreenABSIRS01 Page under the caption ABS SIBOR FIX SGD

INTEREST RATE SWAP (01 to 15 YEARS MID RATES) RATES AT 11:00 HRS SINGAPORE TIME under the columnheaded SGD IRS (or such other page as may replaceReuters Screen ABSIRS01 Page for the purpose of displayingthe swap rates of leading reference banks) published between11.00 am to 12.00 noon (Singapore time) on the day that istwo business days preceding the relevant Reset Date and fora period of three years. If such rate does not appear on theReuters Screen ABSIRS01 Page, the rate for that Reset Datewill be any substitute rate announced by the Association ofBanks in Singapore, provided that, in each case, in the eventsuch rate is zero or negative, the Swap Offer Rate shall be

deemed to be zero per cent. per annum.

Distribution Deferral : The Issuer may, at its sole discretion, elect to defer anyDistribution, in whole or in part, which is otherwise scheduledto be paid on a Distribution Payment Date by giving notice(an Optional Deferral Notice) of such election to theSecurityholders in accordance with Condition 16 (Notices),the Trustee and the Agents not less than 10 nor more than20 business days prior to the relevant Distribution PaymentDate if during the 12 months ending on the day before suchDistribution Payment Date (i) no dividend, distribution or otherpayment has been paid or declared by the Issuer or any ofits subsidiaries on or in respect of any of the Issuers JuniorObligations and (ii) none of the Issuers Junior Obligation hasbeen redeemed, reduced, cancelled, bought-back or acquiredfor any consideration by the Issuer or any of its subsidiaries,in each case, other than in connection with any employeebenefit plan or similar arrangements with or for the benefit ofemployees, officers, directors or consultants of the Issuer.

Arrears of Distribution : Any Distribution deferred pursuant to Condition 5(a) (OptionalDeferral) shall constitute Arrears of Distribution. TheIssuer may, at its sole discretion, elect (in the circumstancesset out in Condition 5(a) (Optional Deferral)) to further deferany Arrears of Distribution by complying with the foregoing

notice requirement applicable to any deferral of an accruedDistribution. The Issuer is not subject to any limit as to thenumber of times Distributions and Arrears of Distribution can orshall be deferred.

Each amount of Arrears of Distribution shall confer the right todistributions as if it constituted the principal of the Securitiesat the prevailing Distribution Rate and the amount of suchdistributions (the Additional Distribution Amount) withrespect to Arrears of Distribution shall be due and payablepursuant to Condition 5 (Distribution Deferral) and shall becalculated by applying the Distribution Rate to the amount of

the Arrears of Distribution and otherwise mutatis mutandis asprovided in the provisions of Condition 4 (Distribution). The


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Additional Distribution Amount accrued up to any DistributionPayment Date shall be added, for the purpose of calculatingthe Additional Distribution Amount accruing thereafter, to theamount of Arrears of Distribution remaining unpaid on suchDistribution Payment Date so that it will itself become Arrearsof Distribution.

Distribution and Capital Stopper : If, on any Distribution Payment Date, payment of Distributions(including Arrears of Distribution and Additional DistributionAmount) scheduled to be made on such date is not made in fullby reason of Condition 5 (Distribution Deferral), the Issuer shallnot and shall procure that none of its subsidiaries shall:

(i) declare or pay any dividends, distributions or make anyother payment on, and will procure that no dividend,distribution or other payment is made on any of theIssuers Junior Obligations; or

(ii) redeem, reduce, cancel, buy-back or acquire for any

consideration any of the Issuers Junior Obligations,

in each case, unless and until the Issuer (A) has satisfied infull all outstanding Arrears of Distribution and AdditionalDistribution Amount; or (B) is permitted to do so by a resolutionpassed at a meeting duly convened and held in accordancewith the Trust Deed by a majority of at least 75 per cent. of thevotes cast.

Junior Obligation means any class of the Issuers sharecapital and any instrument or securities (including withoutlimitation any preference shares and subordinated perpetualsecurities) issued or guaranteed by the Issuer that ranks or isexpressed to rank, by its terms or by operation of law, junior tothe Securities.

Maturity Date : There is no maturity date.

Redemption at the Option of : The Issuer may, at any time on the First Call Date or anythe Issuer Distribution Payment Date thereafter, on giving not less

than 30 nor more than 60 days irrevocable notice to theSecurityholders and the Trustee, redeem all, but not someonly, of the Securities at their principal amount, together withDistribution (including any Arrears of Distribution and anyAdditional Distribution Amount) accrued to the date fixed for

redemption.

Redemption for Taxation Reasons : In the event of certain changes in the laws and regulationsrelating to taxation in Singapore, the Securities may, subjectto certain conditions being satisfied, be redeemed at theoption of the Issuer in whole, but not in part, at any time,on giving not less than 30 nor more than 60 days noticeto the Securityholders and the Trustee (which notice shallbe irrevocable), at their principal amount, (together withDistributions (including any Arrears of Distribution and anyAdditional Distribution Amount) accrued to the date fixed forredemption). See Terms and Conditions of the Securities

Redemption and Purchase Redemption for TaxationReasons.


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Redemption for Accounting Reasons : The Secur ities may, subject to certain conditions beingsatisfied, be redeemed at the option of the Issuer in whole,but not in part, at any time, on giving not less than 30 normore than 60 days notice to the Securityholders and theTrustee (which notice shall be irrevocable), at their principalamount (together with Distributions (including any Arrears ofDistribution and any Additional Distribution Amount) accrued

to the date fixed for redemption), if the Issuer satisfies theTrustee immediately prior to the giving of such notice that theSecurities must not or must no longer be recorded as equityof the Issuer as a result of any change in, or amendment to,Singapore Financial Reporting Standards (SFRS) or anyother accounting standards that may replace SFRS for thepurposes of the consolidated financial statements of the Issuer.See Terms and Conditions of the Securities Redemptionand Purchase Redemption for Accounting Reasons.

Redemption for Tax Deductibility : The Secur ities may, subject to certain conditions beingReasons satisfied, be redeemed at the option of the Issuer in whole,

but not in part, at any time, on giving not less than 30 normore than 60 days notice to the Securityholders and theTrustee (which notice shall be irrevocable), at their principalamount (together with Distributions (including any Arrears ofDistribution and any Additional Distribution Amount) accrued tothe date fixed for redemption), if the Issuer satisfies the Trusteeimmediately before giving such notice that, as a result of:

(i) any amendment to, or change in, the laws (or any rulesor regulations thereunder) of Singapore or any politicalsubdivision or any taxing authority thereof or thereinwhich is enacted, promulgated, issued or becomeseffective otherwise on or after the Issue Date;

(ii) any amendment to, or change in, an official and bindinginterpretation of any such laws, rules or regulations byany legislative body, court, governmental agency orregulatory authority (including the enactment of anylegislation and the publication of any judicial decision orregulatory determination) which is enacted, promulgated,issued or becomes effective otherwise on or after theIssue Date; or

(iii) any applicable official interpretation or pronouncementthat provides for a position with respect to such laws

or regulations that differs from the previous generallyaccepted position which is issued or announced on orafter the Issue Date,

payments by the Issuer would no longer, or within 90 daysof the date of the opinion referred to in Condition 6(e)(Redemption for Tax Deductibility Reasons) would not be fullydeductible by the Issuer for Singapore income tax purposes.See Terms and Conditions of the Securities Redemptionand Purchase Redemption for Tax Deductibility Reasons.


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Redemption in the case of Minimal : The Secur ities may be redeemed at the option of theOutstanding Amount Issuer in whole, but not in part, at any time, on giving not

less than 30 nor more than 60 days irrevocable notice tothe Securityholders and the Trustee (which notice shallbe irrevocable), at their principal amount (together withDistributions (including any Arrears of Distribution and anyAdditional Distribution Amount) accrued to the date fixed for

redemption), if, immediately before giving such notice, theaggregate principal amount of the Securities outstanding is lessthan 10 per cent. of the aggregate principal amount originallyissued.

Clearing System : The Securities will be represented by beneficial interests in theGlobal Certificate, which will be registered in CDPs name, anddeposited on the Issue Date with CDP. Beneficial interests inthe Global Certificate will be shown on and transfers thereofwill be effected only through records maintained by CDP.Except as described in the Global Certificate, certificates forthe Securities will not be issued in exchange for beneficial

interests in the Global Certificate.

Taxation : All payments of principal and Distribution (including any Arrearsof Distribution and any Additional Distribution Amount) by oron behalf of the Issuer in respect of the Securities shall bemade free and clear of, and without withholding or deductionfor, any taxes, duties, assessments or governmental chargesof whatever nature imposed, levied, collected, withheld orassessed by or within Singapore or any authority thereinor thereof having power to tax, unless such withholding ordeduction is required by law. In that event the Issuer shallpay such additional amounts as will result in receipt by theSecurityholders of such amounts as would have been receivedby them had no such withholding or deduction been required,save for certain exceptions. For further details, see the sectionon Singapore Taxation below.

Selling Restrictions : For a description of certain restrictions on offers, sales anddeliveries of the Securities and the distribution of offeringmaterial relating to the Securities, see the section onSubscription and Sale below.

Listing and Trading of the Securities : Approval in-principle has been obtained from the SGX-ST forthe listing and quotation of the Securities on the Official Listof the SGX-ST. The SGX-ST assumes no responsibility for the

correctness of any of the statements made, reports containedor opinions expressed in this Information Memorandum.Approval in-principle for the listing and quotation of theSecurities is not to be taken as an indication of the meritsof the Securities, the Issuer, its subsidiaries, its associatedcompanies (if any) and its joint venture companies (if any). TheSecurities will be traded on the SGX-ST in a minimum board lotsize of S$250,000 (or its equivalent in foreign currencies) for solong as the Securities are listed on the SGX-ST.

ISIN : SG6W58985451

Rating : The Securities are not, and are not expected to be, rated byany rating agency.


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Trustee : The Bank of New York Mellon, Singapore Branch

Principal Paying Agent : The Bank of New York Mellon, Singapore Branch

Registrar : The Bank of New York Mellon, Singapore Branch

Governing Law : The Securities are governed by, and shall be construed in

accordance with, Singapore law.

Use of Proceeds : The net proceeds arising from the issue of the Securities (afterdeducting expenses incurred in connection with the Offer)will be used for general corporate funding purposes includingto acquire certain existing vessels which are under variousleasing arrangements.


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TERMS AND CONDITIONS OF THE PERPETUAL SECURITIES

The following, subject to amendment and save for the paragraphs in italics, are the Terms and Conditionsof the Securities, substantially as they will appear on the reverse of each of the definitive certificatesevidencing the Securities:

The issue of the S$80,000,000 9.75 per cent. senior perpetual securities (the Securities, whichexpression includes any further securities issued pursuant to Condition 15 and forming a singleseries therewith), was authorised by a resolution of the Board of Directors of Swiber HoldingsLimited (the Issuer) passed on 19 September 2012. The Securities are constituted by a Trust Deed(the Trust Deed) to be dated on or around 25 September 2012 (the Issue Date) between theIssuerand The Bank of New York Mellon, Singapore Branch (the Trustee, which expression shallinclude all persons for the time being the trustee or trustees under the Trust Deed) as trustee forthe holders of the Securities. These terms and conditions (the Conditions) include summariesof, and are subject to, the detailed provisions of the Trust Deed, which includes the form of theSecurities. Copies of the Trust Deed, the Agency Agreement (the Agency Agreement) to be datedon or around 25 September 2012 relating to the Securities between the Issuer, the Trustee, the registrar(the Registrar), any transfer agents (each a Transfer Agent), the initial principal paying agent, the

calculation agent named in it (the Calculation Agent) and any other agents named in it, the applicationform to be dated on or around 25 September 2012 signed by the Issuer and accepted by The CentralDepository (Pte) Limited (CDP) together with the terms and conditions for the provision of depositoryservices by CDP referred to therein and the Deed of Covenant to be dated on or around 25 September2012 executed by the Issuer by way of deed poll are available for inspection during usual business hoursat the principal office of the Trustee (presently at One Temasek Avenue #03-01 Millenia Tower, Singapore039192) and at the specified offices of the principal paying agent for the time being (the PrincipalPaying Agent), the Registrar and any Transfer Agents. Agents means the Principal Paying Agent, theRegistrar, the Transfer Agents, the Calculation Agent and any other agent or agents appointed from timeto time with respect to the Securities.

The Perpetual Securityholders are entitled to the benefit of, are

bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to havenotice of those applicable to them in the Agency Agreement.

All capitalised terms that are not defined in the Conditions will have the meanings given to them in theTrust Deed.

1 Form, Specified Denomination and Title

The Securities are issued in the specified denomination of S$250,000.

The Securities are represented by registered certificates (Certificates) and, save as provided inCondition 2(a), each Certificate shall represent the entire holding of Securities by the same holder.

Title to the Securities shall pass by registration in the register that the Issuer shall procure to bekept by the Registrar in accordance with the provisions of the Agency Agreement (the Register).

Except as ordered by a court of competent jurisdiction or as required by law, the holder (asdefined below) of any Security shall be deemed to be and may be treated as its absolute ownerfor all purposes whether or not it is overdue and regardless of any notice of ownership, trust or aninterest in it, any writing on the Certificate representing it or the theft or loss of such Certificate andno person shall be liable for so treating the holder.

In these Conditions, Perpetual Securityholder and holder means the person in whose name aSecurity is registered.

2 Transfers of Registered Securities

(a) Transfer: A holding of Securities may, subject to Condition 2(d), be transferred in whole

or in part upon the surrender (at the specified office of the Registrar or any Transfer Agent)of the Certificate(s) representing such Securities to be transferred, together with the formof transfer endorsed on such Certificate(s) (or another form of transfer substantially in


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the same form and containing the same representations and certifications (if any), unlessotherwise agreed by the Issuer), duly completed and executed and any other evidence asthe Registrar or Transfer Agent may reasonably require. In the case of a transfer of part onlyof a holding of Securities represented by one Certificate, a new Certificate shall be issuedto the transferee in respect of the part transferred and a further new Certificate in respectof the balance of the holding not transferred shall be issued to the transferor. In the case ofa transfer of Securities to a person who is already a holder of Securities, a new Certificate

representing the enlarged holding shall only be issued against surrender of the Certificaterepresenting the existing holding. All transfers of Securities and entries on the Registerwill be made in accordance with the detailed regulations concerning transfers of Securitiesscheduled to the Agency Agreement. The regulations may be changed by the Issuer, withthe prior written approval of the Registrar and the Trustee. A copy of the current regulationswill be made available by the Registrar to any Perpetual Securityholder upon request.

(b) Delivery of New Certificates:Each new Certificate to be issued pursuant to Condition 2(a)shall be available for delivery within five business days of receipt of a duly completed form oftransfer and surrender of the existing Certificate(s). Delivery of the new Certificate(s) shall bemade at the specified office of the Transfer Agent or of the Registrar (as the case may be) towhom delivery or surrender of such form of transfer or Certificate shall have been made or,

at the option of the holder making such delivery or surrender as aforesaid and as specifiedin the relevant form of transfer or otherwise in writing, be mailed by uninsured post at therisk of the holder entitled to the new Certificate to such address as may be so specified,unless such holder requests otherwise and pays in advance to the relevant Transfer Agent orthe Registrar (as the case may be) the costs of such other method of delivery and/or suchinsurance as it may specify. In this Condition 2(b), business day means a day, other than aSaturday or Sunday or a public holiday, on which banks are open for business in the place ofthe specified office of the relevant Transfer Agent or the Registrar (as the case may be).

For so long as any of the Securities is represented by the Global Certificate and the GlobalCertificate is registered in the name of CDP, each person who is for the time being shownin the records of CDP as the holder of a particular principal amount of such Securities (inwhich regard any certificate or other document issued by CDP as to the principal amountof such Securities standing to the account of any person shall be conclusive and bindingfor all purposes save in the case of manifest error) shall be treated by the Issuer, thePrincipal Paying Agent, the Registrar, the Calculation Agent, the Transfer Agents and theTrustee as the holder of such principal amount of Securities other than with respect tothe payment of principal and Distributions (including Arrears of Distribution and AdditionalDistribution Amount) and any other amounts in respect of the Securities, for which purposethe registered holder of the Global Certificate shall be treated by the Issuer, the PrincipalPaying Agent, the Registrar, the Calculation Agent, the Transfer Agents and the Trusteeas the holder of such Securities in accordance with and subject to the terms of the GlobalCertificate (and the expressions Perpetual Securityholder and Holder and relatedexpressions shall be construed accordingly). Securities which are represented by the GlobalCertificate will be transferable only in accordance with the rules and procedures for the time

being of CDP.

(c) Transfer or Exercise Free of Charge:Certificates, on transfer or exercise of an option,shall be issued and registered without charge by or on behalf of the Issuer, the Registrar orany Transfer Agent, but upon payment of any tax or other governmental charges that maybe imposed in relation to it (or the giving of such indemnity as the Registrar or the relevantTransfer Agent may require).

(d) Closed Periods: No Perpetual Securityholder may require the transfer of a Security tobe registered (i) during the period of 15 days ending on (and including) the due date forredemption of that Security, (ii) during the period of 15 days prior to (and including) any dateon which Securities may be called for redemption by the Issuer at its option pursuant to

Condition 6(c), (iii) after any such Security has been called for redemption, or (iv) during theperiod of seven days ending on (and including) any Record Date (as defined below).


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3 Status

The Securities constitute unsecured obligations of the Issuer and shall at all times rank pari passuand without any preference among themselves. The payment obligations under the Securities shall,save for such exceptions as may be provided by applicable legislation, at all times rank at leastequally with all its other present and future unsecured and unsubordinated obligations.

4 Distribution

(a) Accrual of Distribution: Subject to Condition 5, the Securities confer a right to receivedistributions (each a Distribution) from (and including) the Issue Date at the applicableDistribution Rate, payable semi-annually in arrear on 25 Marchand 25 September in eachyear (each a Distribution Payment Date). Unless otherwise provided in these Conditions,each Security will cease to confer the right to receive any Distribution from the due date forredemption unless, upon surrender of the Certificate representing such Security, paymentof principal is improperly withheld or refused. In such event, Distribution shall continue toaccrue at such rate (both before and after judgment) until whichever is the earlier of (a) theday on which all sums due in respect of such Security up to that day are received by or onbehalf of the relevant holder, and (b) the day seven days after the Trustee or the PrincipalPaying Agenthas notified Perpetual Securityholders of receipt of all sums due in respect

of all the Securities up to that seventh day (except to the extent that there is failure in thesubsequent payment to the relevant holders under these Conditions).

If Distribution is required to be calculated for a period of less than one year, the relevantdaycount fraction used will be the number of days in the relevant period, from (andincluding) the date from which Distributions begin to accrue to (but excluding) the date onwhich it falls due, divided by 365.

For so long as any of the Securities is represented by the Global Certificate and the GlobalCertificate is held by CDP, the Distributions (including Arrears of Distribution and AdditionalDistribution Amount) payable on such Securities will be determined based on the aggregateholdings of Securities of each person who is for the time being shown in the records of CDP

as the holder of a particular principal amount of such Securities.

(b) Rate of Distribution: The rate of distribution (the Distribution Rate) applicable to theSecurities shall be:

(i) in respect of the period from (and including) the Issue Date to (but excluding)25 September 2015 (the First Call Date), 9.75per cent. per annum; and

(ii) in respect of the period from (and including) the First Call Date and each Reset Datefalling thereafter to (but excluding) the immediately following Reset Date, the RelevantReset Distribution Rate,

For the purposes of these Conditions:

Initial Spread means 9.035 per cent.

Relevant Reset Distribution Rate means the Swap Offer Rate with respect to the relevantReset Date plus the Initial Spread plus the Step-Up Margin.

Reset Date means the First Call Date and each date falling every three years after theFirst Call Date.

Step-Up Margin means 3.00 per cent.


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Swap Offer Rate means the rate in per cent. per annum notified by the CalculationAgent to the Issuer and the Perpetual Securityholders (in accordance with Condition 16(Notices)) equal to the rate which appears on the Reuters Screen ABSIRS01 Page underthe caption ABS SIBOR FIX SGD INTEREST RATE SWAP (01 TO 15 YEAR MIDRATES) RATES AT 11:00 HRS SINGAPORE TIME under the column headed SGD IRS(or such other page as may replace Reuters Screen ABSIRS01 Page for the purpose ofdisplaying the swap rates of leading reference banks) published between 11.00 am to 12.00

noon (Singapore time) on the day that is two business days preceding the relevant ResetDate and for a period of three years. If such rate does not appear on the Reuters ScreenABSIRS01 Page, the rate for that Reset Date will be any substitute rate announced by theAssociation of Banks in Singapore, provided that, in each case, in the event such rate is zeroor negative, the Swap Offer Rate shall be deemed to be zero per cent. per annum.

(c) Calculation of Relevant Reset Distribution Rate: The Calculation Agent will, on thesecond business day prior to each Reset Date, calculate the applicable Relevant ResetDistribution Rate payable in respect of each Security. The Calculation Agent will causethe applicable Relevant Reset Distribution Rate determined by it to be promptly notifiedto the Paying Agents (as defined in the Agency Agreement). Notice thereof shall alsopromptly be given by the Calculation Agent to the Issuer, the Trustee, the Registrar and the

Paying Agents in accordance with Condition 16. All notifications, opinions, determinations,certificates, calculations, quotations and decisions given, expressed, made or obtained forthe purposes of this Condition 4 by the Calculation Agent will (in the absence of manifesterror) be binding on the Issuer, the Paying Agents and the Perpetual Securityholders and(subject as aforesaid) no liability to any such person will attach to the Calculation Agent inconnection with the exercise or non-exercise by it of its powers, duties and discretions forsuch purposes.

(d) Publication of Relevant Reset Distribution Rate: The Issuer shall cause notice of thethen applicable Relevant Reset Distribution Rate to be promptly notified to the PerpetualSecurityholders in accordance with Condition 16 after determination thereof.

(e) Determination or Calculation by Trustee: If the Calculation Agent does not at any timefor any reason so determine the applicable Relevant Reset Distribution Rate, the Trusteeshall do so and such determination or calculation shall be deemed to have been made bythe Calculation Agent. In doing so, the Trustee shall apply the foregoing provisions of thisCondition 4, with any necessary consequential amendments, to the extent that, in its opinion,it can do so and, in all other respects it shall do so in such manner as it shall deem fair andreasonable in all the circumstances.

5 Distribution Deferral

(a) Optional Deferral: The Issuer may, at its sole discretion, elect to defer any Distribution,in whole or in part, which is otherwise scheduled to be paid on a Distribution PaymentDate by giving notice (an Optional Deferral Notice) of such election to the Perpetual

Securityholders in accordance with Condition 16, the Trustee and the Agents not lessthan 10 nor more than 20 business days prior to the relevant Distribution Payment Dateif during the 12 months ending on the day before such Distribution Payment Date (i) nodividend, distribution or other payment has been paid or declared by the Issuer or any ofits subsidiaries on or in respect of any of the Issuers Junior Obligations and (ii) none of theIssuers Junior Obligation has been redeemed, reduced, cancelled, bought-back or acquiredfor any consideration by the Issuer or any of its subsidiaries, in each case, other than inconnection with any employee benefit plan or similar arrangements with or for the benefitof employees, officers, directors or consultants of the Issuer (each an Optional DeferralEvent).

(b) No Obligation to Pay: The Issuer shall have no obligation to pay any Distribution (including

any Arrears of Distribution and any Additional Distribution Amount) on any DistributionPayment Date if it validly elects not to do so in accordance with Condition 5(a) and anyfailure to pay such Distribution shall not constitute an Enforcement Event pursuant toCondition 9.


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(c) Requirements as to Notice: Each Optional Deferral Notice shall be accompanied, inthe case of the notice to the Trustee, by a certificate signed by two directors of the Issuerconfirming that an Optional Deferral Event has occurred and is continuing and the Trusteeshall be entitled to accept such certificate without any liability as sufficient evidence of theoccurrence of an Optional Deferral Event, in which event it shall be conclusive and bindingon the Perpetual Securityholders.

(d) Cumulative Deferral: Any Distribution deferred pursuant to Condition 5(a) shall constituteArrears of Distribution. The Issuer may, at its sole discretion, elect (in the circumstancesset out in Condition 5(a)) to further defer any Arrears of Distribution by complying with theforegoing notice requirement applicable to any deferral of an accrued Distribution. The Issueris not subject to any limit as to the number of times Distributions and Arrears of Distributioncan or shall be deferred pursuant to this Condition 5 except that this Condition 5(d) shall becomplied with until all outstanding Arrears of Distribution have been paid in full.

Each amount of Arrears of Distribution shall confer the right to distributions as if it constitutedthe principal of the Securities at the prevailing Distribution Rate and the amount of suchdistributions (the Additional Distribution Amount) with respect to Arrears of Distributionshall be due and payable pursuant to this Condition 5 and shall be calculated by applying the

Distribution Rate to the amount of the Arrears of Distribution and otherwise mutatis mutandisas provided in the provisions of Condition 4. The Additional Distribution Amount accruedup to any Distribution Payment Date shall be added, for the purpose of calculating theAdditional Distribution Amount accruing thereafter, to the amount of Arrears of Distributionremaining unpaid on such Distribution Payment Date so that it will itself become Arrears ofDistribution.

(e) Distribution and Capital Stopper: If, on any Distribution Payment Date, payment ofDistributions (including Arrears of Distribution and Additional Distribution Amount) scheduledto be made on such date is not made in full by reason of this Condition 5, the Issuer shallnot and shall procure that none of its subsidiaries shall:

(i) declare or pay any dividends, distributions or make any other payment on, and willprocure that no dividend, distribution or other payment is made on any of the IssuersJunior Obligations; or

(ii) redeem, reduce, cancel, buy-back or acquire for any consideration any of the IssuersJunior Obligations,

in each case, unless and until the Issuer (x) has satisfied in full all outstanding Arrears ofDistribution and Additional Distribution Amount; or (y) is permitted to do so by a resolutionpassed at a meeting duly convened and held in accordance with the Trust Deed by amajority of at least 75 per cent. of the votes cast.

For the purposes of Conditions 5(a) and 5(e) above, Junior Obligation means any class

of the Issuers share capital and any instrument or securities (including without limitation anypreference shares and subordinated perpetual securities) issued or guaranteed by the Issuerthat ranks or is expressed to rank, by its terms or by operation of law, junior to the Securities.

(f) Satisfaction of Arrears of Distribution by payment: The Issuer:

(i) may satisfy any Arrears of Distribution (in whole or in part) at any time together withany Additional Distribution Amount by giving notice of such election to the PerpetualSecurityholders (in accordance with Condition 16), the Trustee and the Agents not lessthan 10 nor more than 20 business days prior to the relevant payment date specifiedin such notice (which notice is irrevocable and shall oblige the Issuer to pay therelevant Arrears of Distribution on the payment date specified in such notice); and


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(ii) in any event shall satisfy all Arrears of Distribution (in whole but not in part) togetherwith any Additional Distribution Amount on the earliest of (1) the date of redemptionof the Securities in accordance with Condition 6(b), 6(c), 6(d), 6(e) or 6(f); (2)immediately on the occurrence of a breach of Condition 5(e); and (3) the date suchamount becomes due under Condition 9 or on a Winding-up of the Issuer.

Any partial payment of outstanding Arrears of Distribution or any Additional Distribution

Amount by the Issuer shall be shared by the Perpetual Securityholders on a pro-rata basis.

(g) No default:Notwithstanding any other provision in these Conditions, the deferral of anyDistribution in accordance with this Condition 5 shall not constitute a default for any purpose(including, without limitation, pursuant to Condition 9) on the part of the Issuer.

6 Redemption and Purchase

(a) No Fixed Redemption Date: The Securities are perpetual Securities in respect of whichthere is no fixed redemption date. The Securities may not be redeemed at the option of theIssuer other than in accordance with this Condition 6.

(b) Redemption for Taxation Reasons: The Securities may be redeemed at the optionof the Issuer in whole, but not in part, at any time, on giving not less than 30 nor morethan 60 days notice to the Perpetual Securityholders and the Trustee (which notice shallbe irrevocable), at their principal amount, (together with Distributions (including any Arrearsof Distribution and any Additional Distribution Amount) accrued to the date fixed forredemption), if:

(i) the Issuer receives a ruling by the Comptroller of Income Tax (or other relevantauthority) which confirms that:

(A) the Securities will not be regarded as debt securities for the purpose ofSection 43N(4) of the Income Tax Act, Chapter 134 of Singapore (ITA) andRegulation 2 of the Income Tax (Qualifying Debt Securities) Regulations;

(B) the Distributions will not be regarded as interest payable by the Issuer forthe purpose of the withholding tax exemption on interest for qualifying debtsecurities under the ITA; or

(C) Distributions will not be regarded as sums payable by way of interest upon anymoney borrowed for the purpose of Section 14(1)(a) of the ITA; or

(ii) the Issuer satisfies the Trustee immediately prior to the giving of such notice that ithas or will become obliged to pay additional amounts as provided or referred to inCondition 7 as a result of any change in, or amendment to, the laws or regulationsof Singapore (in the case of a payment by the Issuer) or any political subdivision or

any authority thereof or therein having power to tax, or any change in the applicationor official interpretation of such laws or regulations, which change or amendmentbecomes effective on or after 25 September 2012, and such obligation cannot beavoided by the Issuer taking reasonable measures available to it (a Tax Event),

Provided that no such notice of redemption shall be given earlier than 90 days prior to theearliest date on which the Issuer would be obliged to pay such additional amounts werea payment in respect of the Securities then due. Prior to the publication of any notice ofredemption pursuant to this Condition 6(b), the Issuer shall deliver to the Trustee (x)a certificate signed by two directors of the Issuer stating either (A) that the Issuer hasreceived the tax ruling referred to in (i) above or (B) that the circumstances referred to in(ii) above cannot be avoided by the Issuer taking reasonable measures available to it; and

(y) an opinion of independent tax or legal advisers of recognised standing to the effect thatthe Issuer has or will become obliged to pay such additional amounts as a result of either


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(aa) the tax ruling referred to in (i) above or (bb) such change or amendment referred to in(ii) above (as the case may be), and the Trustee shall be entitled to accept such certificateand opinion without any liability as sufficient evidence of the satisfaction of the conditionsprecedent set out above, in which event it shall be conclusive and binding on the PerpetualSecurityholders.

(c) Redemption at the Option of the Issuer: The Issuer may, at any time on the First Call

Date or any Distribution Payment Date thereafter, on giving not less than 30 nor more than60 days irrevocable notice to the Perpetual Securityholders and the Trustee, redeem all, butnot some only, of the Securities at their principal amount, together with Distribution (includingany Arrears of Distribution and any Additional Distribution Amount) accrued to the date fixedfor redemption.

(d) Redemption for Accounting Reasons: The Securities may be redeemed at the optionof the Issuer in whole, but not in part, at any time, on giving not less than 30 nor morethan 60 days notice to the Perpetual Securityholders and the Trustee (which notice shallbe irrevocable), at their principal amount (together with Distributions (including anyArrears of Distribution and any Additional Distribution Amount) accrued to the date fixedfor redemption), if the Issuer satisfies the Trustee immediately prior to the giving of such

notice that the Securities must not or must no longer be recorded as equity of the Issueras a result of any change in, or amendment to, Singapore Financial Reporting Standards(SFRS) or any other accounting standards that may replace SFRS for the purposes ofthe consolidated financial statements of the Issuer (the Relevant Accounting Standard),which change or amendment becomes effective on or after 25 September 2012 (anAccounting Event), provided that no such notice of redemption shall be given earlierthan 90 days prior to the earliest date on which the relevant change or amendment to theRelevant Accounting Standard is due to take effect in relation to the Issuer. Prior to thepublication of any notice of redemption pursuant to this Condition 6(d), the Issuer shalldeliver to the Trustee (i) a certificate signed by two directors of the Issuer stating that thecircumstances referred to above prevail and setting out the details of such circumstances;and (ii) an opinion of the Issuers independent auditors stating that the circumstancesreferred to above prevail and the date on which the relevant change or amendment tothe Relevant Accounting Standard is due to take effect, and the Trustee shall be entitledto accept such certificate and opinion without any liability as sufficient evidence of thesatisfaction of the conditions precedent set out above, in which event it shall be conclusiveand binding on the Perpetual Securityholders.

(e) Redemption for Tax Deductibility Reasons: The Securities may be redeemed at theoption of the Issuer in whole, but not in part, at any time, on giving not less than 30 normore than 60 days notice to the Perpetual Securityholders and the Trustee (which noticeshall be irrevocable), at their principal amount (together with Distributions (including anyArrears of Distribution and any Additional Distribution Amount) accrued to the date fixed forredemption), if the Issuer satisfies the Trustee immediately before giving such notice that, asa result of:

(i) any amendment to, or change in, the laws (or any rules or regulations thereunder) ofSingapore or any political subdivision or any taxing authority thereof or therein whichis enacted, promulgated, issued or becomes effective otherwise on or after the IssueDate;

(ii) any amendment to, or change in, an official and binding interpretation of any suchlaws, rules or regulations by any legislative body, court, governmental agency orregulatory authority (including the enactment of any legislation and the publicationof any judicial decision or regulatory determination) which is enacted, promulgated,issued or becomes effective otherwise on or after the Issue Date; or

(iii) any applicable official interpretation or pronouncement that provides for a position withrespect to such laws or regulations that differs from the previous generally acceptedposition which is issued or announced on or after the Issue Date,


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payments by the Issuer would no longer, or within 90 days of the date of the opinionreferred to in paragraph (y) below would not be fully deductible by the Issuer for Singaporeincome tax purposes (a Tax Deductibility Event), provided that no notice of redemptionmay be given earlier than 90 days prior to the effective date on which payments on theSecurities would not be fully tax deductible by the Issuer for Singapore profits tax. Priorto the publication of any notice of redemption pursuant to this Condition 6(e), the Issuershall deliver or procure that there is delivered to the Trustee (x) a certificate signed by two

directors of the Issuer stating that the circumstances referred to above prevail and setting outthe details of such circumstances and (y) an opinion of the Issuers independent tax or legaladvisers of recognised standing stating that the circumstances referred to above prevail andthe date on which the relevant change or amendment to the tax regime is due to take effect,and the Trustee shall be entitled to accept such certificate and opinion without any liabilityas sufficient evidence of the satisfaction of the conditions precedent set out above in whichevent it shall be conclusive and binding on the Perpetual Securityholders.

(f) Redemption in the case of Minimal Outstanding Amount: The Securities may beredeemed at the option of the Issuer in whole, but not in part, at any time, on giving notless than 30 nor more than 60 days irrevocable notice to the Perpetual Securityholdersand the Trustee (which notice shall be irrevocable), at their principal amount (together with

Distributions (including any Arrears of Distribution and any Additional Distribution Amount)accrued to the date fixed for redemption), if, immediately before giving such notice, theaggregate principal amount of the Securities outstanding is less than 10 per cent. of theaggregate principal amount originally issued.

(g) Purchase:The Issuer and its subsidiaries may at any time purchase Securities in the openmarket or otherwise at any price. The Securities so purchased, while held by or on behalfof the Issuer or any such subsidiary, shall not entitle the holder to vote at any meetings ofthe Perpetual Securityholders and shall not be deemed to be outstanding for the purposesof calculating quorums at meetings of the Perpetual Securityholders or for the purposes ofCondition 12(a).

(h) Cancellation: All Certificates representing Securities purchased by or on behalf of theIssuer or any of its subsidiaries may be surrendered for cancellation to the Registrar and,upon surrender thereof, all such Securities shall be cancelled forthwith. Any Certificates sosurrendered for cancellation may not be reissued or resold and the obligations of the Issuerin respect of any such Securities shall be discharged. Any Securities not surrendered forcancellation may be held or resold.

7 Payments

(a) Method of Payment:

(i) Payments of principal shall be made (subject to surrender of the relevant Certificatesat the specified office of any Transfer Agent or of the Registrar if no further paymentfalls to be made in respect of the Securities represented by such Certificates) in themanner provided in paragraph (ii) below.

(ii) Distributions (including any Arrears of Distribution and any Additional DistributionAmount) on each Security shall be paid to the person shown on the Register at theclose of business on the fifth business day before the due date for payment thereof(the Record Date). Payments of Distributions (including Arrears of Distribution andany Additional Distribution Amount) on each Security shall be made in the relevantcurrency by cheque drawn on a bank and mailed to the holder (or to the first namedof joint holders) of such Security at its address appearing in the Register. Uponapplication by the holder to the specified office of the Registrar or any TransferAgent before the Record Date, such payment of Distributions (including Arrears ofDistribution and any Additional Distribution Amount) may be made by transfer to an

account in the relevant currency maintained by the payee with a bank.


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8 Taxation

All payments of principal and Distribution (including any Arrears of Distribution and any AdditionalDistribution Amount) by or on behalf of the Issuer in respect of the Securities shall be madefree and clear of, and without withholding or deduction for, any taxes, duties, assessments orgovernmental charges of whatever nature imposed, levied, collected, withheld or assessed by orwithin Singapore or any authority therein or thereof having power to tax, unless such withholding

or deduction is required by law. In that event, the Issuer shall pay such additional amounts as willresult in receipt by the Perpetual Securityholders of such amounts as would have been received bythem had no such withholding or deduction been required, except that no such additional amountsshall be payable in respect of any Security:

(a) Other connection: held by or on behalf of a holder who is liable to such taxes, duties,assessments or governmental charges in respect of such Security by reason of his havingsome connection with Singapore other than the mere holding of the Security or the receiptof any sums due in respect of such Security (including, without limitation, the holder being aresident if, or a permanent establishment in, Singapore); or

(b) Surrender more than 30 days after the Relevant Date: in respect of which the certificaterepresenting it is presented for payment more than 30 days after the Relevant Date except

to the extent that the holder of it would have been entitled to such additional amounts onsurrendering the Certificate representing such Security for payment on the last day of suchperiod of 30 days.

Relevant Date in respect of any Security means the date on which payment in respect of it firstbecomes due or (if any amount of the money payable is improperly withheld or refused) the dateon which payment in full of the amount outstanding is made or (if earlier) the date seven days afterthat on which notice is duly given to the Perpetual Securityholders that, upon further surrender ofthe Certificate representing such Security being made in accordance with the Conditions, suchpayment will be made, provided that payment is in fact made upon such surrender.

9 Enforcement Events

(a) Non-payment when due: Notwithstanding any of the provisions below in this Condition 9,the right to institute winding-up proceedings is limited to circumstances set out in Condition9(b) below. In the case of any Distribution or Arrears of Distribution, such payment will notbe due if the Issuer has elected to defer that payment pursuant to Condition 5, provided thatnothing in this Condition 9, including any restriction on commencing proceedings, shall inany way restrict or limit any rights of the Trustee or any of its directors, officers, employeesor agents to claim from or to otherwise take any action against the Issuer in respect ofany costs, charges, fees, expenses or liabilities incurred by such party pursuant to or inconnection with the Trust Deed or the Securities.

(b) Enforcement Events: If any of the following events (Enforcement Events) occurs, theTrustee at its discretion may, and if so requested by holders of at least 25 per cent. inprincipal amount of the Securities then outstanding or if so directed by an ExtraordinaryResolution shall (provided that the Trustee shall have been indemnified and/or secured and/or pre-funded to its satisfaction), institute proceedings for the winding-up of the Issuer and/orprove in the winding-up of the Issuer and/or claim in the liquidation of the Issuer for paymentof the Securities at their principal amount together with any Distributions (including anyoutstanding Arrears of Distribution and any Additional Distribution Amount) accrued to suchdate:

(i) Non-Payment: the Issuer fails to pay the principal of or any Distributions (includingany Arrears of Distribution and any Additional Distribution Amount) on any of theSecurities when due and such failure continues for a period of 5 business days ormore after the date on which such payment is due; or

(ii) Winding-up: an order is made or an effective resolution is passed for the Winding-Upor dissolution of the Issuer.


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Winding-Up means, with respect to the Issuer, a final and effective order or resolution forthe bankruptcy, winding up, liquidation, receivership or similar proceedings in respect of theIssuer.

(c) Extent of Holders Remedy: No remedy against the Issuer, other than as referred to underthis Condition 9 and Condition 13, shall be available to the Trustee or the Holders, whetherfor the recovery of amounts owing in respect of the Securities or under the Trust Deed or in

respect of any breach by the Issuer of any of its other obligations under or in respect of theSecurities or under the Trust Deed.

10 Prescription

Claims against the Issuer for payment in respect of the Securities shall be prescribed and becomevoid unless made within 10 years (in the case of principal) or five years (in the case of Distributions(including any Arrears of Distribution and any Additional Distribution Amount)) from the appropriateRelevant Date in respect of them.

11 Replacement of Certificates

If any Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject toapplicable laws, regulations or other relevant regulatory authority regulations, at the specified officeof the Registrar or such other Transfer Agent as may from time to time be designated by the Issuerfor that purpose and notice of whose designation is given to Perpetual Securityholders, in eachcase on payment by the claimant of the fees and costs incurred in connection therewith and onsuch terms as to evidence, security, indemnity and otherwise as the Issuer may require (providedthat the requirement is reasonable in light of prevailing market practice). Mutilated or defacedCertificates must be surrendered before replacements will be issued.

12 Meetings of Perpetual Securityholders, Modification, Waiver and Substitution

(a) Meetings of Perpetual Securityholders:The Trust Deed contains provisions for conveningmeetings of Perpetual Securityholders to consider matters affecting their interests, including

the sanctioning by Extraordinary Resolution of a modification of any of these Conditionsor any provisions of the Trust Deed. Such a meeting may be convened by PerpetualSecurityholders holding not less than 10 per cent. in principal amount of the Securitiesfor the time being outstanding. The quorum for any meeting convened to consider anExtraordinary Resolution will be two or more persons holding or representing a clear majorityin principal amount of the Securities for the time being outstanding, or at any adjournedmeeting two or more persons being or representing Perpetual Securityholders whatever theprincipal amount of the Securities held or represented, unless the business of such meetingincludes consideration of proposals, inter alia, (i) to modify the dates on which principal orDistributions (including any Arrears of Distribution and any Additional Distribution Amount)are payable in respect of the Securities, (ii) to reduce or cancel the principal amount of, orDistributions (including any Arrears of Distribution and any Additional Distribution Amount)

on, the Securities, (iii) to change the currency of payment of the Securities, (iv) to amendthe subordination provisions of the Securities, or (v) to modify the provisions concerningthe quorum required at any meeting of Perpetual Securityholders or the majority required topass an Extraordinary Resolution, in which case the necessary quorum will be two or morepersons holding or representing not less than 75 per cent., or at any adjourned meeting notless than 25 per cent., in principal amount of the Securities for the time being outstanding.Any Extraordinary Resolution duly passed shall be binding on Perpetual Securityholders(whether or not they were present at the meeting at which such resolution was passed).

The Trust Deed provides that a resolution in writing signed by or on behalf of the holdersof not less than 90 per cent. in principal amount of the Securities outstanding shall for allpurposes be as valid and effective as an Extraordinary Resolution passed at a meetingof Perpetual Securityholders duly convened and held. Such a resolution in writing may becontained in one document or several documents in the same form, each signed by or onbehalf of one or more Perpetual Securityholders.


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(b) Modification of the Trust Deed: The Trustee may agree (and is entitled to rely on anexternal legal opinion or professional advice for this purpose), without the consent of thePerpetual Securityholders, to any modification, at the Issuers expense, of any of theseConditions or any of the provisions of (i) the Trust Deed (other than any provision of theTrust Deed referred to in the proviso to paragraph 2 of Schedule 4 to the Trust Deed)which in the opinion of the Trustee it may be expedient to make, provided that the Trusteeis of the opinion that such modification will not be materially prejudicial to the interests of

the Perpetual Securityholders, or (ii) the Trust Deed (including any provision of the TrustDeed referred to in the proviso to paragraph 2 of Schedule 4) which in the opinion of theTrustee is of a formal, minor or technical nature, or which is to correct a manifest erroror to comply with mandatory provisions of Singapore law or as required by the CDP. Anysuch modification shall be binding on the Perpetual Securityholders and, unless the Trusteeotherwise agrees in writing, such modification shall be notified by the Issuer to the PerpetualSecurityholders as soon as practicable in accordance with Condition 16.

(c) Entitlement of the Trustee: In connection with the exercise of its functions (including but notlimited to those referred to in this Condition 12) the Trustee shall have regard to the interestsof the Perpetual Securityholders as a class and shall not have regard to the consequencesof such exercise for individual Perpetual Securityholders and the Trustee shall not be entitled

to require, nor shall any Perpetual Securityholder be entitled to claim, from the Issuer anyindemnification or payment in respect of any tax consequence of any such exercise uponindividual Perpet

swiber hldgs ltd | s$ 80,000,000 9.75 per cent senior perpetual securities 25/9/2012

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