swiber holdings limitedswiber.listedcompany.com/newsroom/20090529_184512_ak3_e574ff2a5134… ·...

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: 200414721N)

(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. 198701621D)

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

TABLE OF CONTENTS PAGE

DEFINITIONS ................................................................................................................................... 3

GLOSSARY OF TECHNICAL TERMS.............................................................................................. 7Directors...................................................................................................................................... 8Advisers....................................................................................................................................... 9Registrars and Agents ................................................................................................................ 9

PART III: OFFER STATISTICS AND TIMETABLE.......................................................................... 10Offer Statistics........................................................................................................................... 10Method and Timetable............................................................................................................... 10

PART IV: KEY INFORMATION....................................................................................................... 14Use of Proceeds from Offer and Expenses Incurred............................................................... 14Information on the Relevant Entity........................................................................................... 16

PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS .......................................... 28Operating Results ..................................................................................................................... 28Financial Position ..................................................................................................................... 34Liquidity and Capital Resources .............................................................................................. 36Trend Information and Profit Forecast or Profit Estimate ....................................................... 39Significant Changes.................................................................................................................. 51

PART VI: THE OFFER AND LISTING............................................................................................. 52Offer and Listing Details ........................................................................................................... 52Plan of Distribution ................................................................................................................... 55

PART VII: ADDITIONAL INFORMATION........................................................................................ 56Statements by Experts.............................................................................................................. 56Consents from Issue Managers and Underwriters .................................................................. 56Other Matters............................................................................................................................. 57

PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES.......................................................................................................................... 57

PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES .......... 57

PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE............................................................................................................................... 57

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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) the entity or one or more of its subsidiaries or subsidiary entities has;

(ii) the entity, one or more of its subsidiaries and one or more of its subsidiary entities together have;

(iii) the entity and one or more of its subsidiaries together have;

(iv) the entity and one or more of its subsidiaryentities together have; or

(v) 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) the entity or one or more of its subsidiaries or subsidiary entities;

(ii) the entity together with one or more of its subsidiaries and one or more of its subsidiary entities;

(iii) the entity together with one or more of its subsidiaries;

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(iv) the entity together with one or more of its subsidiary entities; or

(v) 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" : 12.30 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

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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 Agentin 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

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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.

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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 un-powered 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

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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 GroveSingapore 738088

Jean Pers Executive Director 80 Bayshore Road Costa Del Sol #22-26Singapore 469992

Yeo Chee Neng Executive Director 57 Cairnhill Road#10-03 Elizabeth HeightsSingapore 229668

Francis Wong Chin Sing Executive Director 13 Dunsfold DriveSingapore 359401

Nitish Gupta Executive Director 37 Pinewood GroveSingapore 738262

Yeo Jeu Nam Lead Independent Director

528 East Coast Road#08-02 Ocean ParkSingapore 458969

Tay Gim Sin Leonard Independent Director 9 Sin Ming Walk#01-04Singapore 575578

Oon Thian Seng Independent Director Block 224 Bishan Street 23#25-125Singapore 570224

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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

WongPartnership LLPOne George Street #20-01Singapore 049145

(d) Placement Agent CIMB-GK Securities Pte. Ltd.50 Raffles Place#19-00 Singapore Land TowerSingapore 048623

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 Boardroom Corporate & Advisory Services (Pte) Ltd3 Church Street #08-01 Samsung HubSingapore 049483

Receiving Banker Not applicable.

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PART III: OFFER STATISTICS AND TIMETABLE

Offer Statistics

1. For each method of offer, state the number of the securities being offered.

Placement 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.

Status of Placement Shares

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 effortsto procure subscriptions and payment for up to 84,000,000 Placement Shares at the Placement Price for each Placement Share.

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Completion of the Placement is conditional upon, inter alia:-

(a) 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;

(b) 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;

(c) 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;

(d) 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,

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less the commission payable to the Placement Agent and any tax thereon, by bank transfer tosuch 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) the delivery of the documents evidencing title to the securities being offered (including temporary documents of title, if applicable) to subscribers or purchasers; and

(b) 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.

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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.

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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.

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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 71.8 0.972

Estimated expenses 2.1 0.028

Total 73.9 1.000

5. 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.

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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 ParkCyberhub @ IBP #04-01Singapore 609920

Tel : (65) 6505-0800

Fax : (65) 6505-0802

9b. 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 2006.

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

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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 ofIncorporation

Effective Equity Held (%)

Principal Activities

PT Swiber Berjaya Indonesia 80.0 Vessel owning and chartering

Swiber Offshore Marine Pte. Ltd. Singapore 100.0 Vessel owning and chartering

Swiber Offshore Construction Pte. Ltd.

Singapore 100.0 Offshore marine engineering

Swiber Marine (Malaysia) Sdn Bhd

Malaysia 100.0 Offshore marine engineering and vessel chartering

Swiber Engineering Ltd Malaysia (Labuan) 100.0 Offshore marine engineering and vessel chartering

Swiber Offshore Sdn Bhd Brunei 100.0 Offshore marine engineering and vessel chartering

Swiber Offshore (India) Private Limited

India 100.0 Operator and charter of vessels

Kreuz International Pte. Ltd. Singapore 100.0 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

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Name of Subsidiaries Country ofIncorporation

Effective Equity Held (%)


Held by Swiber Offshore Marine Pte. Ltd.

Swiber Marine Pte Ltd Singapore 100.0 Vessel chartering

Swiber Maritime Limited Seychelles 100.0 Holding the Seychelles-flagged vessel on trust of Swiber Offshore Marine Pte. Ltd.

Held by Kreuz International Pte. Ltd.

Kreuz Engineering Ltd. Malaysia (Labuan) 100.0 Offshore marine engineering and vessel chartering

Kreuz Shipbuilding & Engineering Pte. Ltd.

Singapore 100.0 Building of ships, tankers and other ocean-going vessels

Kreuz Offshore Marine Pte. Ltd. Singapore 100.0 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 AssociatedCompanies

Country ofIncorporation

Effective EquityHeld (%)


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.

Saudi Arabia 50.0 Offshore marine engineering

Principia Asia Pacific Engineering Pte Ltd

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

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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) the end of the most recent completed financial year for which financial statements of the relevant entity have been published; or

(ii) 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 sub-contract 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.

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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 & Lease-back 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 2007.

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 wholly-owned 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

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 & Lease-back 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 2008.

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.

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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 2008.

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 2009.

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.

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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 ofengaging 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 2008.

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$19.125 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

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share capital of OBT Holdings Pte. Ltd., for a consideration of US$3,900,000. Following completion of the sale, the Company has disposed all its interest in OBT Holdings Pte. Ltd. and OBT Holdings Pte. Ltd. ceased to be an Associated Company of the Company.

9d. The equity capital and the loan capital of the relevant entity as at the latest practicable date, showing

(i) in the case of the equity capital, the issued capital; or

(ii) in the case of the loan capital, the total amount of the debentures issued and outstanding, together with the rate of interest payable thereon;

As at the Latest Practicable Date, the total number of issued Shares (excluding treasury shares) of the Company is 421,355,000. As at the Latest Practicable Date, the Company has 2,995,000 treasury shares.

As at the Latest Practicable Date, the Company had outstanding notes of an aggregate amount of US$143.36 million (S$208.8 million) under the MTN Programme maturing in August 2010 (the "August 2010 Notes"), March 2011 (the "March 2011 Notes") and May 2013 (the "May 2013 Notes"). The August 2010 Notes comprise S$54.0 million notes with three-year fixed-rate of 4.34% per annum and S$54.5 million notes with three-year floating rate of 1.4% above three month Singapore dollar swap offer rate per annum. The March 2011 Notes comprise of 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. The May 2013 Notes comprise S$250,000 notes at the agreed rate of 2.5% per annum.

9e. Where

(i) the relevant entity is a corporation, the number of shares of the relevant entity owned by each substantial shareholder as at the latest practicable date; or

(ii) the relevant entity is not a corporation, the amount of equity interests in the relevant entity owned by each substantial interest-holder as at the latest practicable date;

Based on information in the Register of Substantial Shareholders maintained by the Company under Section 88 of the Companies Act, as at the Latest Practicable Date, the substantial shareholders of the Company and the number of Shares in which they have an interest were as follows:

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Direct Interest Deemed Interest Number of Shares % (1) Number of Shares % (1)

Goh Kim Teck 60,000,000 14.23(2) - -

Jean Pers 35,200,000 8.35(3) - -

Yeo Chee Neng 35,100,000 8.33(4) - -

Swissco International Limited (2) (3) 30,000,000 7.13 - -

Pang Yoke Min - - 54,745,000 12.99(5)

Yeo Holdings Private Limited - - 30,000,000 7.13(6)

Yeo Chong Lin - - 30,000,000 7.13(7)

Yeo Kian Teong Alex - - 30,000,000 7.13(8)

Notes:

(1) Based on 421,355,000 issued voting Shares (excluding treasury shares) in the capital of the Company as at the Latest Practicable Date.

(2) Includes 40,000,000 Shares registered in the name of CIMB-GK Securities Pte. Ltd., 10,000,000 Shares registered in the name of DBS Nominees Pte Ltd and 10,000,000 Shares registered in the name of Mayban Nominees (Singapore) Pte Ltd, beneficially held by Goh Kim Teck.

(3) Includes 30,000,000 Shares registered in the name of CIMB-GK Securities Pte. Ltd. and 5,200,000 Shares registered in the name of Citibank Nominees Singapore Pte Ltd, beneficially held by Jean Pers.

(4) Includes 14,000,000 Shares registered in the name of CIMB-GK Securities Pte. Ltd., 13,000,000 Shares registered in the name of Hong Leong Finance Nominees Pte Ltd and 7,000,000 Shares registered in the name of Mayban Nominees (Singapore) Pte Ltd, beneficially held by Yeo Chee Neng.

(5) Registered in the name of Citibank Nominees Singapore Pte Ltd.

(6) Yeo Holdings Private Limited is deemed to be interested in the Shares through its interests in Swissco International Limited by virtue of Section 7 of the Companies Act.

(7) Yeo Holdings Private Limited is deemed to be interested in the Shares through its interests in Swissco International Limited by virtue of Section 7 of the Companies Act. Mr Yeo Chong Lin is deemed to be interested in the Shares through his interest in Yeo Holdings Private Limited by virtue of Section 7 of the Companies Act.

(8) Yeo Holdings Private Limited is deemed to be interested in the Shares through its interests in Swissco International Limited by virtue of Section 7 of the Companies Act. Mr Yeo Kian Teong Alex is deemed to be interested in the Shares through his interest in Yeo Holdings Private Limited by virtue of Section 7 of the Companies Act.

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9f. Any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgement of the offer information statement, a material effect on the financial position or profitability of the relevant entity or, where the relevant entity is a holding company or holding entity of a group, of the group;

As at the Latest Practicable Date, the Directors are not aware of any litigation or arbitration proceedings, including those which are pending or known to be contemplated, which, in the opinion of the Directors, may have, or which have had in the 12 months immediately preceding the date of lodgement of this Offer Information Statement, a material effect on the financial position or profitability of the Group.

9g. Where any securities or equity interests of the relevant entity have been issued within the 12 months immediately preceding the latest practicable date —

(i) if the securities or equity interests have been issued for cash, state the prices at which the securities have been issued and the number of securities or equity interests issued at each price; or

(ii) if the securities or equity interests have been issued for services, state the nature and value of the services and give the name and address of the person who received the securities or equity interests;

No securities or equity interests of the Company have been issued within the 12 months immediately preceding the Latest Practicable Date.

9h. A summary of each material contract, other than a contract entered into in the ordinary course of business, to which the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any member of the group is a party, for the period of 2 years immediately preceding the date of lodgement of the offer information statement, including the parties to the contract, the date and general nature of the contract, and the amount of any consideration passing to or from the relevant entity or any other member of the group, as the case may be.

Neither the Company nor its Subsidiaries has entered into any material contracts (not being contracts entered into in the ordinary course of business) during the two years preceding the date of lodgement of this Offer Information Statement save for the following:

(i) the termination agreements dated 25 June 2007 in respect of the loan agreements entered into by the Company pursuant to which various lenders agreed to extend loans to the Company for the aggregate principal amount of S$7.3 million;

(ii) the placement agreement dated 26 June 2007 in relation to the 2007 Placement;

(iii) the programme agreement dated 20 July 2007 in relation to the operation of the MTN Programme entered into between the Company and Citicorp Investment Bank (Singapore) Limited, as dealer and arranger.

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(iv) the trust deed, deed of covenant, agency agreement and master depository services agreement dated 20 July 2007 in relation to the operation of the MTN Programme;

(v) the five memoranda of agreements dated 1 October 2007 entered into between Swiber Engineering and Swiber Offshore Marine with Sentosa Offshore A.S. and Tioman Offshore A.S. in relation to the Second Sale & Lease-back Arrangements;

(vi) the five memoranda of agreements dated 2 September 2008 entered into betweenKreuz Engineering with Bukit Timah Offshore A.S. and Mountbatten Offshore A.S. in relation to the Third Sale & Lease-back Arrangements;

(vii) the Placement Agreement dated 29 May 2009 in relation to the Placement.

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PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Results

1. Provide selected data from

(a) the audited income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, the audited consolidated income statement of the relevant entity or, if the relevant entity is the holding company or holding entity of a group, any interim consolidated income statement of the relevant entity or interim combined income statement of the group, for any subsequent period for which that statement has been published.

2. The data referred to in paragraph 1 of this Part shall include the line items in the audited income statement, audited consolidated income statement, audited combined income statement, interim income statement, interim consolidated income statement or interim combined income statement, as the case may be, and shall in addition include the following items:

(a) dividends declared per share in both the currency of the financial statements and the Singapore currency, including the formula used for any adjustment to dividends declared;

(b) earnings or loss per share; and

(c) earnings or loss per share, after any adjustment to reflect the sale of new securities.

The audited consolidated profit and loss statements of the Group for FY2006, FY2007 and FY2008 and the unaudited consolidated profit and loss statements of the Group for 1Q2008 and 1Q2009 are set out below:

FY2006 FY2007 FY2008 1Q2008 1Q2009(Audited) (Audited) (Audited) (Unaudited) (Unaudited)US$’000 US$’000 US$’000 US$’000 US$’000

Revenue 66,772 151,177 428,438 70,876 87,075Cost of Sales (51,462) (108,338) (364,093) (52,534) (69,509)Gross Profit 15,310 42,839 64,345 18,342 17,566Other operating income

3,602 28,147 21,525 461 4,262

Administrative expenses

(4,731) (16,638) (28,032) (5,064) (5,427)

Other operating expenses

(1,030) (274) (4,311) (801) (1,227)

Share of profits of associatesand joint

377 1,673 2,839 639 1,020

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FY2006 FY2007 FY2008 1Q2008 1Q2009(Audited) (Audited) (Audited) (Unaudited) (Unaudited)US$’000 US$’000 US$’000 US$’000 US$’000

venture

Finance costs (550) (3,736) (11,131) (2,321) (3,428)Profit before tax

12,978 52,011 45,235 11,256 12,766

Income tax expense

(838) (2,305) (5,747) (901) (822)

Profit for the year / period

12,140 49,706 39,488 10,355 11,944

Attributable to:Equity holders of the Company

12,129 49,669 38,817 10,317 9,798

Minority interests

11 37 671 38 2,146

12,140 49,706 39,488 10,355 11,944

Weighted average number of Shares

280,482,192 395,537,671 422,367,104 424,350,000 421,355,000

EPS (US cents) 4.32 12.56 9.19 2.43 2.33Weighted number of Shares adjusted for the Placement

364,482,192 479,537,671 506,367,104 508,350,000 505,355,000

EPS as adjusted for the Placement (US cents)(1)

3.33 10.36 7.67 2.03 1.94

Dividend per Share (US$)

- - - - -

Note:

(1) The EPS as adjusted for the Placement are stated on the following assumptions:(i) 84,000,000 Placement Shares are issued at the beginning of each financial period; and(ii) there is no earnings contribution from the proceeds of the Placement

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3. In respect of

(a) each financial year (being one of the 3 most recent completed financial years) for which financial statements have been published; and

(b) any subsequent period for which interim financial statements have been published,

provide information regarding any significant factor, including any unusual or infrequent event or new development, which materially affected profit or loss before tax of the relevant entity or, if it is the holding company or holding entity of a group, of the group, and indicate the extent to which such profit or loss before tax of the relevant entity or the group, as the case may be, was so affected. Describe any other significant component of revenue or expenditure necessary to understand the profit or loss before tax for each of these financial periods.

Performance review for FY2007 compared to FY2006

Revenue

The Group’s revenue for FY2007 increased by approximately US$84.4 million or approximately 126.4% from US$66.8 million in FY2006 to US$151.2 million in FY2007. The increase was mainly attributed to the increased number of new offshore EPCIC contracts for the transportation and installation of offshore pipelines, jackets and top decks in Malaysia, Brunei and Indonesia.

Gross profit and gross profit margin

Gross profit increased by US$27.5 million or approximately 179.8% from US$15.3 million in FY2006 to US$42.8 million in FY2007 in line with the Group’s increase in revenue. Overall the Group’s gross profit margin improved from a gross profit margin of approximately 22.9% in FY2006 to approximately 28.3% in FY2007. The improved gross profit margin is mainly attributed to the reduction in utilisation of third party vessels.

Other operating income

Other operating income grew US$24.5 million or approximately 681.4% from US$3.6 millionin FY2006 to US$28.1 million in FY2007 primarily due to gain on disposal of vessels held for sale amounting to US$21.7 million in FY2007. Gain on disposal of plant and equipment increased US$1.3 million or approximately 126.3% from US$1.1 million in FY2006 to US$2.4million in FY2007.


Administrative expenses increased US$11.9 million or approximately 251.7% from US$4.7million in FY2006 to US$16.6 million in FY2007 reflecting the higher administrative support and headcount in line with the higher level of business activities. The increase was primarily due to increase in depreciation, directors’ remuneration and payroll related expenses.

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Other operating expenses dropped US$0.8 million or approximately 73.4% from US$1.0million in FY2006 to US$0.3 million in FY2007. This is mainly attributable to lower exchange losses and provision for doubtful debts. There was an exchange loss in FY2006 of US$0.4million while an exchange gain was recognised as other operating income in FY2007.

Share of profit of associate and joint venture

Share of profit of associate and joint venture grew US$1.3 million or approximately 343.8% from US$0.4 million in FY2006 to US$1.7 million in FY2007. Share of result of associate increased by US$0.5 million or approximately 123.6% from US$0.4 million in FY2006 to US$0.8 million in FY2007 as a result of increased activities. A new joint venture, Swiwar Offshore Pte Ltd, was incorporated in November 2006 and began operations in FY2007 and contributed US$0.8 million.

Finance costs

Finance costs increased US$3.2 million or approximately 579.3% from US$0.6 million in FY2006 to US$3.7 million in FY2007 as a result of increase in bank borrowings and issuance of bonds.

Profit before tax and profit before tax margin

The Group’s profit before tax increased US$39.0 million or approximately 300.8% from US$13.0 million in FY2006 to US$52.0 million in FY2007. Profit before tax margin increasedto approximately 34.4% in FY2007 from approximately 19.4% in FY2006. The increase is in tandem with the increase in the Group’s revenue, reduction in utilisation of third party vessels and gain on disposal of vessels.

Performance review for FY2008 compared to FY2007

Revenue

The Group’s revenue increased by approximately US$277.3 million or approximately 183.4% from US$151.2 million in FY2007 to US$428.4 million in FY2008. The growth was mainly due to increased activities in EPCIC projects which comprises primarily of transportation and installation of offshore pipelines and platforms in Malaysia, Brunei, Indonesia and India.


The Group posted a gross profit of US$64.3 million in FY2008 compared to US$42.8 millionfor the corresponding period. However, gross profit margin dropped from approximately 28.3% in FY2007 to approximately 15.0% in FY2008. The lower margins were attributable to the delayed delivery of a pipelay barge and a dive-support work barge as well as higher subcontractor costs. Both vessels were expected to have been delivered in 3Q2008 but due to unforeseen circumstances, the deliveries were subsequently delayed and are expected to be ready in 1Q2009. With both vessels unavailable for work in 4Q2008, a significant amount of work slotted for completion relating to pipeline installation and subsea tie-in work for three projects were not completed. The delayed delivery of both vessels also exacerbated the shortage of construction vessels. With project work on multiple locations, higher cost was incurred for multiple mobilisations and de-mobilisations of vessels from project to project. Cost of sales also increased contributing to lower margins due to high subcontractor cost relating to a project involving fabrication of offshore structures in India.

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Other operating income for FY2008 of US$21.5 million was approximately 23.5% lower as compared to US$28.1 million for FY2007. The drop in other operating income is attributable to lower gains on disposal of assets and interest income offset by higher foreign exchange gain.


Administrative expenses increased by approximately 68.5% from US$16.6 million in FY2007 to US$28.0 million in FY2008 reflecting the increased headcount and general administrative expenses to support the increased level of business activities.


Other operating expenses increased to US$4.3 million in FY2008 from US$0.3 million in FY2007 mainly due to provision for doubtful receivables in line with the Group’s conservative approach in the current economic environment.


With the benefit of an increased vessel fleet (from two to three vessels) for a joint venture partner, Swiwar Offshore Pte Ltd as well as the contribution from an associate, Principia Asia Pacific Engineering Pte Ltd, which was incorporated in April 2008, share of profit of associate and joint venture grew approximately 69.7% from US$1.7 million in FY2007 to US$2.8 millionin FY2008.

Finance costs

Finance costs increased approximately 197.9% from US$3.7 million in FY2007 to US$11.1million in FY2008 due mainly to increase in bank loans and issuance of bonds.


For FY2008, profit before tax decreased by approximately 13.0% to US$45.2 million in FY2008 as compared to US$52.0 million in FY2007 as a result of higher cost of sales, operating expenses and financial expenses. The profit before tax margin dropped to approximately 10.6% in FY2008 from approximately 34.4% in FY2007.

Performance review for 1Q2009 compared to 1Q2008

Revenue

The Group’s revenue for 1Q2009 grew by approximately US$16.2 million or approximately 22.9% from US$70.9 million in 1Q2008 to US$87.1 million in 1Q2009. The growth in revenue resulted from increased activities in EPCIC projects which comprises mainly of transportation and installation of offshore pipelines and platforms in Malaysia, Brunei, Indonesia and India.


The gross profit declined marginally by US$0.8 million or approximately 4.2% from US$18.3million in 1Q2008 to US$17.6 million in 1Q2009. Gross profit margin for 1Q2009 dropped from approximately 25.9% in 1Q2008 to approximately 20.2% in 1Q2009 due to higher cost of sales. Cost of sales increased by US$17.0 million or approximately 32.3% from US$52.5million in 1Q2008 to US$69.5 million in 1Q2009. The higher cost of sales was a result of the

33

roll-over effect of the delayed deliveries of the Group's pipelay barge and dive-support work barge. The pipelay barge and dive-support work barge, expected to have been delivered in 3Q2008, were delivered in January 2009 and February 2009 respectively. Without the benefit of deploying both vessels for the whole quarter, higher costs was incurred for multiple mobilisations and de-mobilisations of vessels for projects.


Other operating income increased by US$3.8 million or approximately 824.5% from US$0.5million in 1Q2008 to US$4.3 million in 1Q2009. The increase in other operating income can be attributable to the gain on disposal of vessels amounting to US$3.6 million in 1Q2009 arising primarily from the sale of vessels under sales and leaseback transactions.


Administrative expenses increased by approximately US$0.4 million or approximately 7.2% from US$5.1 million in 1Q2008 to US$5.4 million in 1Q2009 reflecting the increased business activities.


Other operating expenses increased by approximately US$0.4 million or approximately 53.2% from US$0.8 million in 1Q2008 to US$1.2 million in 1Q2009, mainly due to foreign exchange translation losses relating to the Group's Subsidiaries in Malaysia and Indonesia .


Share of profit of associate and joint venture grew US$0.4 million or approximately 59.6% from US$0.6 million in 1Q2008 to US$1.0 million in 1Q2009. The growth was due to an increased fleet for the Group's joint venture, Swiwar Offshore Pte Limited, resulting in higher earnings as well as contribution from the Group's associate, Principia Asia Pacific Engineering Pte Ltd (incorporated in April 2008).

Finance costs

Finance costs for the Group increased by approximately US$1.1 million or approximately 47.7% from US$2.3 million in 1Q2008 to US$3.4 million in 1Q2009 due to increase in bank loans and issuance of bonds.


The Group’s profit before tax increased by approximately 13.4% from US$11.3 million in 1Q2008 to US$12.8 million in 1Q2009. The increase was due primarily to higher operating income and share of profit from associate and joint venture but was marginally offset by higher other operating expenses and finance costs. However, the profit before tax margin dropped from approximately 15.9% in 1Q2008 to approximately 14.7% in 1Q2009.

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Financial Position

4. Provide selected data from the balance sheet of the relevant entity or, if it is the holding company or holding entity of a group, the group as at the end of

(a) the most recent completed financial year for which audited financial statements have been published; or

(b) if interim financial statements have been published for any subsequent period, that period.

5. The data referred to in paragraph 4 of this Part shall include the line items in the audited or interim balance sheet of the relevant entity or the group, as the case may be, and shall in addition include the following items:

(a) number of shares after any adjustment to reflect the sale of new securities;

(b) net assets or liabilities per share; and

(c) net assets or liabilities per share after any adjustment to reflect the sale of new securities.

The audited consolidated balance sheet of the Group as at 31 December 2008 and the unaudited consolidated balance sheet of the Group as at 31 March 2009 are set out below:

As at As at 31 December 2008 31 March 2009

(Audited) (Unaudited)US$'000 US$’000

ASSETSCurrent assets:Cash and bank balances 74,669 35,768Trade receivables 61,986 82,358Engineering work-in-progress in excess of progress billings 135,171 108,415

Inventory 4,905 579Other receivables 59,686 64,726Non-current assets held for sale 56,354 36,303Total current assets 392,771 328,149

Non-current assets:Property, plant and equipment 282,455 300,860Associate 4,181 4,287Joint venture 9,234 28,518Deferred tax assets 25 24Other receivables 16,915 20,914Other assets 31 -

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Total non-current assets 312,841 354,603

Total assets 705,612 682,752

LIABILITIES AND EQUITYCurrent liabilities:Bank loans 68,507 29,925Bonds 11,904 11,904Trade payables 92,473 103,354Other payables 110,479 116,214Current portion of finance leases 701 692Income tax payable 3,041 4,168Total current liabilities 287,105 266,257

Non-current liabilities:Bank loans 57,700 44,853Bonds 143,194 143,194Finance leases 2,086 1,802Employee benefit liabilities 49 -Deferred tax liabilities 3,540 3,520Derivative financial instruments 4,867 13,479Total non-current liabilities 211,436 206,848

Capital reserves and Minority interest:Share capital 108,205 108,205Treasury shares (2,507) (2,507)Hedging reserve (4,867) (13,479)Translation reserve (251) (997)Retained earnings 105,270 115,068Equity attributable to equity holders of the Company 205,850 206,290

Minority interests 1,221 3,357Total equity 207,071 209,647

Total liabilities and equity 705,612 682,752

Number of Shares in issue 421,355,000 421,355,000

Net asset value per Share (US cents) 48.85 48.96

Number of Shares as adjusted for the Placement(1)

505,355,000 505,355,000

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Net asset value per Share as adjusted for the Placement (US cents)(1) 50.58 50.66

Note:

(1) Assumes the maximum 84,000,000 Placement Shares are issued at the end of the respective period.

Liquidity and Capital Resources

6. Provide an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of

(a) the most recent completed financial year for which financial statements have been published; and

(b) if interim financial statements have been published for any subsequent period, that period.

A summary of the audited consolidated cash flow statement of the Group for FY2008 and the unaudited consolidated cash flow statement of the Group for 1Q2009 is set out below:

FY2008 1Q2009(Audited) (Unaudited)US$’000 US$’000

Net cash generated from operating activities 121 30,180

Net cash used in investing activities (204,704) (16,608)

Net cash (used in) / generated from financing activities 190,846 (51,673)

Net decrease in cash and cash equivalents (13,737) (38,101)

Net effect of foreign exchange rate changes on the balance of cash held in foreign currency (808) (751)

Cash and cash equivalents at beginning of year / period 82,632 68,087

Cash and cash equivalents at end of year / period 68,087 29,235

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FY2008

The Group’s net cash inflow from operating activities for FY2008 of US$0.1 million was largely due to cashflow from operating activities of US$49.7 million offset by higher work-in-progress during FY2008.

The net cash outflow of US$204.7 million in investing activities was mainly attributable to the purchase of vessels and vessels held for sales of US$257.3 million offset by the proceeds of US$54.2 million from the disposal of vessels.

The net cash from financing activities of US$190.8 million arose mainly from new bank loans of US$235.1 million as well as issue of bonds of US$92.3 million offset by repayment of bank loans and bonds of US$133.5 million and US$8.3 million respectively.

1Q2009

The Group's net cash inflow from operating activities in 1Q2009 of US$30.2 million was mainly attributable to cashflow from operating activities of US$15.0 million and US$15.2million increase in working capital during 1Q2009. The increase in working capital was mainly due to lower engineering work-in-progress as a result of billings during 1Q2009.

The net cash outflow of US$16.6 million in investing activities was mainly attributed to the investment of US$18.4 million in the Group's joint venture, Victorious LLC. Proceeds from disposal of assets were offset by cash used for acquisition of assets.

The net cash outflow from financing activities of US$51.7 million was mainly due to net bank repayments of US$51.4 million.

As a result of the above movements, the cash and cash equivalent decreased to US$29.2million in 1Q2009.

7. Provide a statement by the directors or equivalent persons of the relevant entity as to whether, in their reasonable opinion, the working capital available to the relevant entity or, if it is the holding company or holding entity of a group, to the group, as at the date of lodgement of the offer information statement, is sufficient for present requirements and, if insufficient, how the additional working capital considered by the directors or equivalent persons to be necessary is proposed to be provided.

The Directors are of the reasonable opinion that, barring unforeseen circumstances and after taking into consideration the Group's existing cash and cash equivalents, present banking facilities and the Net Proceeds from the Placement, the Group has sufficient working capital as at the date of lodgement of this Offer Information Statement for its present working capital requirements.

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8. If the relevant entity or any other entity in the group is in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the relevant entity’s financial position and results or business operations, or the investments by holders of securities in the relevant entity, provide

(a) a statement of that fact;

(b) details of the credit arrangement or bank loan; and

(c) any action taken or to be taken by the relevant entity or other entity in the group, as the case may be, to rectify the situation (including the status of any restructuring negotiations or agreement, if applicable).

As at the Latest Practicable Date, the Directors are not aware of any breach by any entity in the Group of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect the Company's financial position and results or business operations, or the investments by holders of securities in the Company.

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Trend Information and Profit Forecast or Profit Estimate

9. Discuss, for at least the current financial year, the business and financial prospects of the relevant entity or, if it is the holding company or holding entity of a group, the group, as well as any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in the offer information statement to be not necessarily indicative of the future operating results or financial condition. If there are no such trends, uncertainties, demands, commitments or events, provide an appropriate statement to that effect.

Business and financial prospects for the current financial year

Though global demand for oil is currently depressed due to the economic recession, the Group remains confident that the long term fundamentals of the oil and gas industry will remain favourable. Declining levels of oil production from existing fields could possibly lead to an oil supply crunch from 2010 once global demand for oil recovers. Hence, the Group will continue to strengthen its market position in Asia Pacific and Middle East by forging new strategic alliances and explore opportunities in offshore wind energy.

As at 31 March 2009, the Group operates 36 vessels and will increase the size of its fleet to 52 by 2010. This will put the Group in a good position to bid for and handle the increase in demand for its services as a result of the increased global demand for oil in future, as well as substantially expand and strengthen the Group's presence in its existing and target markets. The Group plans to use the markets in which it already has an established presence as a springboard to expand to other parts of the region. The Group's engineering expertise and successful track record of offshore oil and gas operations will put it in a favourable position to provide offshore installation work in the rapidly-expanding offshore wind power industry.

As at 31 March 2009, the Group has a total outstanding order book of approximately US$515.0 million and has submitted or intends to submit bids for contracts with an aggregate worth of approximately US$5.0 billion. The Group's outstanding committed capital expenditure as at 31 December 2008 is approximately US$318.0 million which is fully funded through sale and leaseback, secured bank loans and vessel disposal.

Despite the current challenging conditions prevailing in the oil and gas industry in Asia Pacific and Middle East, the Group believes that the long term fundamentals of the oil and gas industry are sound. The Group will maintain its prudent approach in the current economic climate.

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Risk Factors

Prospective investors should carefully consider and evaluate each of the following considerations and all other information contained in this Offer Information Statement before deciding whether to invest in the Shares. The Group could be affected by a number of risks that may relate to the industries in which the Group operates as well as those that may generally arise from, inter alia, economics, business, market and political factors, including the risks set out herein. The risks described below (which may be known or anticipated by the general public but are nevertheless set out herein for information) are not intended to be exhaustive.

There may be additional risks not presently known to the Company, or that the Company may currently deem immaterial, which could affect the Group's net sales or revenues, profitability, liquidity, capital resources, profits, financial condition, results, business operations and/or prospects and/or any investment in the Shares. If any of the following considerations and uncertainties develops into actual events, the Group could be materially and adversely affected. In that event, the trading price of the Shares could decline and investors may lose all or part of their investment in the Shares.

Risks relating to the Group’s business and operations

(a) The Group is dependent on the offshore oil and gas industry

The Group’s offshore EPCIC services and offshore marine support services are currently provided to customers in the offshore oil and gas industry. Its business is therefore dependent on capital expenditure by its customers on the offshore exploration, development and production of oil and gas. Such capital expenditure tends to be affected by factors such as the numbers and locations of oil and gas fields, the ability to economically justify placing discoveries of oil and gas reserves in production, the need to clear all structures from the production site once the oil and gas reserves have been depleted as well as weather conditions. Oil and gas prices are also subject to substantial fluctuation. Lower oil and gas prices tend to reduce the amount of oil and gas that can be produced economically. When this occurs, major oil and gas companies generally reduce their spending budgets and/or defer their projects for offshore exploration, development and production.

The fall in oil prices has led to a decrease in oil and gas investment by oil companies. If there is a sustained period of substantially reduced capital expenditure in the oil and gas industry and/or a significant reduction and/or delays in the level of activities for offshore exploration, development and production of oil and gas, the demand for the Group’s services will decrease and its business may be adversely affected.

The Group’s customers are also affected by the laws, regulations, policies, directives and regulations relating to energy, investment, taxation and such other laws promulgated by the governments of countries in which their operations are located. They will generally need to obtain licences to engage in the exploration, development and production of oil and gas. The demand for the Group’s services and the potential for growth of its business will be affected if its customers cannot obtain the necessary licences to engage in exploration, development and production activities in the relevant areas.

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(b) The Group is affected by the supply of vessels in the industry and fluctuations in charter rates for vessels

The supply of offshore support vessels in the industry is determined by the independent assessment of demand for and supply of vessels by offshore support operators. An over-estimation of demand may result in an excess supply of vessels. This will result in lower charter rates and depress the values of the Group’s offshore support vessels, which will adversely affect its financial performance and financial position. In addition, the charter rates of vessels are affected by conditions such as trade, environmental and weather conditions as well as political situations in the countries where the Group’s customers’ operations are located. If there are any adverse developments in the markets where the Group operate, such that there is a significant increase in the supply of vessels and a corresponding reduction in charter rates, the demand for the Group’s vessels and the revenue from its offshore marine support business would decline. This may adversely affect the Group’s operations and financial position.

(c) The Group may not be able to complete offshore EPCIC contracts within original estimates of cost

The Group’s offshore EPCIC contracts are generally performed on a fixed-price basis, which is determined based on factors such as the complexity of a project as well as the estimated cost of and profit from the project, when the Group prepare tenders to bid for contracts. The profit from such contracts tends to vary from the estimated amount due to unforeseeable changes in offshore job conditions, material costs, third party consultation costs as well as charter rates of third-party offshore support vessels. The Group may sometimes have to bear the risk of delays arising from weather conditions. If the Group cannot complete its offshore EPCIC contracts within its original estimates of cost, the Group may not achieve the targeted profit margin from certain projects and may incur losses on certain projects, which may adversely affect the results of its operations and financial position.

(d) The Group is exposed to credit risks and risk arising from credit terms extended to its customers

The Group is exposed to credit risks due to the inherent uncertainties in its customers’ business environment. These include political, social, legal, economic and foreign exchange risks, as well as those arising from unanticipated events or circumstances.

There is no assurance in relation to the timeliness of its customers’ payments and whether they will be able to fulfil their payment obligations. In FY2007 and FY2008, 35.0% and 14.0% of trade receivables were attributable to a single debtor. If the Group’s customers face cash flow problems and are unable to settle or promptly settle trade debts due to the Group, the Group’s financial position may be adversely affected.

For offshore EPCIC services, revenue is recognised based on the work which the Group has completed and billings are made at certain agreed stages of completion stated in the contracts. In the course of an EPCIC project, delays in completion of the various stages in a project may arise from unforeseen circumstances or unanticipated difficulties. Such project delays may affect the Group’s ability to bill its customers and/or the ability of its customers to fulfil their payment obligations in

42

respect of the Group’s bills promptly. The Group’s financial position is therefore dependent on the credit worthiness of its customers.

(e) The Group faces exposure to risks associated with debt financing

The Group has incurred total borrowings of approximately US$284.1 million and US$232.4 million as at 31 December 2008 and 31 March 2009, respectively. In the event that the Group is unable to make repayments due under the loan facilities or fail to comply with its covenants under the loan agreements, the lenders may be able to declare an event of default and initiate enforcement proceedings in respect of any security provided in respect of such borrowings and/or call upon the guarantees provided. This may lead to the Group's lenders withdrawing credit facilities from the Group and demanding immediate repayment of borrowings. In such events, the Group's solvency, financial performance and condition may be adversely affected.

The Group may also be subjected to certain covenants in connection with their borrowings that may limit or otherwise adversely affect the operations of the Group. Such covenants may restrict the Group's ability to undertake further capital expenditure in the future. In addition, the significant level of the Group's borrowings will expose the Group to fluctuation in interest rates which may have an adverse impact on the financial position and financial performance of the Group.

(f) The Group is subject to the risk of insufficient insurance coverage for vessels

The Group is insured against loss of the vessels that they own. Although its liability to customers is generally limited to the amount of loss covered by a corresponding insurance policy, the Group may, in certain circumstances, be liable to cover the amounts claimed if the insurance coverage is insufficient or the losses are not covered by the insurance policies they have taken up. In cases where the Group is not included as a co-insured in insurance policies, insurance companies may also seek recourse against them. The Group may also hire vessels from other owners for its offshore EPCIC and offshore marine support operations. Such vessels would be insured by the owners but the Group may be liable to cover the amounts claimed if the insurance coverage is insufficient or the losses are not covered by the insurance policies taken up by the owners.

Events such as wars, terrorist attacks and natural disasters in the countries or regions where the Group and its customers operate may result in limitations on or withdrawal of insurance coverage by its insurers. If the Group is unable to secure adequate insurance coverage for its vessels, it cannot operate its vessels. This may adversely affect the results of the Group’s operations and financial position.

(g) The Group is subject to substantial hazards and risks inherent in offshore EPCIC and offshore marine support operations

The Group cannot always obtain insurance for its operating risks and it is not practical to insure against all risks in all geographic areas. Any uninsured liabilities resulting from the Group’s operations may adversely affect its business and results of operations. The Group’s offshore EPCIC operations may accidentally disrupt existing offshore pipelines, offshore platforms and other offshore structures. Any of these could cause damage to or destruction of vessels, property or equipment, personal injury or loss of life, suspension of production operations, or environmental damage. The failure of offshore pipelines or structural components during or after the provision of the Group’s services could also result in similar injuries or damages.

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Any of these events could result in interruption of the Group’s business or significant liability for the Group.

The operations of the Group’s offshore support vessels are exposed to inherent risks of marine disasters such as oil spills, collisions resulting in damage to and/or loss of vessels as well as equipment and offshore structures which are carried onboard its vessels, property loss, interruptions to operations caused by adverse weather conditions and mechanical failures. In the event of an oil spill or equipment and offshore structures which are lost or damaged, the Group may incur liability for containment, clean-up and salvage costs and other damages. The Group may also be liable for damages sustained in collisions and wreck removal charges arising from the operations of its offshore support vessels. The Group’s vessels may be involved in accidents, resulting in damage to or loss of vessels, equipment or offshore structures for which it may be exposed to claims from third parties. Any of such events will result in a reduction in revenue or increased costs.

Although the Group’s protection and indemnity insurance insures it against the risks of oil spills, damage to and/or loss of vessels as well as equipment and offshore structures which are carried onboard the Group’s vessels sustained in collisions, there can be no assurance that all risks can be adequately insured against all potential liabilities or that any insured sum will be paid. In the event of damages or losses in excess of its insurance coverage, the Group may be required to make material compensation payments.

(h) The Group is affected by delays in deliveries of vessels

In line with its fleet expansion plans, the Group has currently purchased 16 vesselsunder construction, of which seven vessels are under sale and leaseback arrangements with external parties. As and when construction of the vessels are completed, the Group will arrange for vessels to be delivered and/or deployed for its offshore construction business. Depending on the construction schedule, the Group may experience a delay in delivery times of the vessels. In addition, there can be no assurance that the Group will be satisfied with the quality and specifications of the vessels delivered. This may lead to higher operating costs as a result of the roll-over effect due to multiple mobilisation and demobilisation of vessels for the variousprojects. The Group will also incur penalties for late deliveries, under the sale and leaseback arrangements. As a result, the Group's ability to expand its fleet and increase its revenues may be adversely affected by any material delays. Consequently, the Group's financial performance and position may be adversely affected.

(i) The Group’s vessels are subject to accidents, mishaps and natural disasters

The Group’s vessels operate in oilfields and may suffer substantial damage arising from collisions. If the Group’s crew is found to be responsible for or have negligently contributed to collisions, it may be liable for damages. The Group may also face additional claims and liabilities arising from oil spills, cargo losses, containment, cleanup and salvage costs, and other resulting damages. In addition, it may be liable for substantial fines and penalties imposed by the authorities of the relevant jurisdictions. Such events will disrupt the Group’s business and lead to a reduction in revenue and profits or increased costs of operations. The Group’s vessels are also subject to weather and environmental conditions. Adverse changes in weather and environmental conditions, such as the occurrence of typhoons, tsunamis and earthquakes in the areas where it operates may cause damage to its vessels. Damage to the Group’s vessels caused by collisions or natural disasters will result in

44

downtime of its vessels as its vessels will have to be sent for extensive servicing or repairs instead of being utilised for its operations. The Group’s operations may experience disruption if there is a significant downtime in any of its vessels when it is operating at or close to maximum capacity. This may have an adverse impact on the results of the Group’s operations and financial position.

(j) The Group’s charter contracts may be terminated upon the occurrence of certain events

The Group’s charter contracts with its customers are for varying periods of time and may extend up to one year. Such charter contracts may be terminated upon the occurrence of certain events, such as non-performance, events of force majeure, loss or seizure of the vessel, unavailability of the vessel due to various reasons such as confiscation or requisition by the government of the state under which the vesselis registered, cessation or abandonment of drilling operations by the charterer or upon notice of termination being given by the charterer for any reason whatsoever. The charter rates which are payable under the charter contracts may also be reduced or suspended due to various reasons such as work stoppage by the crew of the vessel, breakdown of hull or machinery, other accidents to the vessel or any other reasons which render the vessel unavailable for deployment for specified periods of time.

The termination of existing charter contracts or reduction/suspension of contracted charter rates will reduce the Group’s revenue and have an adverse impact on the results of its operations. The Group’s revenue and profitability would also be adversely affected if it is not able to re-deploy its offshore support vessels for a period of time upon termination of existing charter contracts, if there are protracted negotiations over the terms of the charter contracts, or the charter contracts are renewed at less favourable terms.

(k) The Group may not be able to sustain the gross profit margins for its businesses

The Group’s gross profit margins are generally determined on a project-by-project basis, based on factors such as the complexity and size of the project as well as the tendering process for the project. In the event of a downturn in the oil and gas industry, the Group may be required to reduce its pricing for offshore EPCIC projects or offshore marine support services in order to secure contracts. The profit marginsfor its businesses would be adversely affected if lower prices are not accompanied by a corresponding reduction in costs. If there is a substantial decrease in the profit margins of its businesses, the Group’s results of operations and financial position may be adversely affected.

(l) The Group’s gains from sale of assets may not recur in every financial year

The Group’s profits or losses may fluctuate where significant gains and losses arising from the disposal of its vessels are recognised. In any financial year, the results of its operations and financial position may be adversely affected due to losses arising from the disposal of its vessels.

(m) The Group is affected by competition in offshore EPCIC and offshore marine support businesses

Contracts for services in the offshore oil and gas industry are generally awarded by tender. Pricing is a primary factor in determining who the contract is awarded to. Factors such as experience, reputation, availability and capability of equipment and

45

safety record are also relevant. Some of the Group’s competitors may bid for contracts at reduced prices (with low profit margins) in order to gain experience or market share, or to cover the fixed costs of their fleets and the expense of idling vessels. If the Group’s competitors offer services at a lower cost or engage in aggressive pricing in order to increase their market share and it is not able to match their lower costs or aggressive pricing, the Group may not be able to secure contracts.

If the Group is required to reduce the pricing of its offshore EPCIC services and offshore marine support services (without any corresponding reduction in costs) in order to retain its existing customers and attract new customers, the Group’s profitability will be adversely affected. This may have an adverse effect on its business, financial performance and financial condition. The Group expect to face increased competition and cannot assure that it will be able to continue competing successfully with existing competitors and/or new entrants into the market. Some of the Group’s established competitors have bigger fleets, longer operating histories and greater financial, technical, marketing and other resources and could therefore be in a better position to expand their business and market share. The Group’s ability to compete in international markets may also be adversely affected by regulations in the countries where it operates. Such regulations require, among other things, the awarding of contracts to local contractors, the employment of local citizens and/or the purchase of supplies from local vendors or that favour or require local ownership.

(n) The Group’s vessels are exposed to attacks by pirates and subject to arrest arising from events affecting its customers

The Group’s vessels are exposed to possible attacks by pirates. If such attacks occur and its vessels are captured, destroyed or damaged, the Group’s financial position may be adversely affected. The Group has taken out hull and machinery insurance policies in respect of certain vessels in its fleet that cover damage and/or loss (which are generally up to the hull values of the relevant vessels) to such vessels arising out of pirate attacks. In the event that the Group’s vessels are attacked, destroyed or stolen by pirates, resulting in damage and/or loss to its vessels in excess of the insurance coverage, the results of its operations and financial position may be adversely affected.

In addition, the Group’s vessels are chartered by customers operating in various countries and are governed by the applicable laws of these jurisdictions. Its customers may encounter disputes with the relevant authorities in these countries or any other events in which the assets of its customers may be subject to seizure and arrest. As the Group’s customers are in possession of and have control over its vessels which have been chartered to them, any action taken against the Group’s customers may expose its vessels to arrest or other impounding actions. Unless the Group take timely actions to intervene in these proceedings, loss of use of its vessels may have an adverse impact on its financial position.

(o) The Group’s future growth may be limited by the capabilities of its vessels

The Group’s future growth may be limited by the capacity of its vessels in terms of engine horsepower, the physical dimensions of barges, the type of equipment on board the vessels and the ability of the vessel to perform certain tasks. In the event that the capabilities of its vessels are not able to meet the requirements of its existing and potential offshore marine support customers, some of them may charter vessels from the Group’s competitors. For the Group’s offshore EPCIC business, the lack of

46

capabilities of its vessels may result in the Group not being able to secure certain contracts for offshore EPCIC projects. This may cause the Group to lose some customers, which would have an adverse effect on the Group’s future growth.

(p) The Group is reliant on its Executive Directors and key management

The Company’s Executive Directors have been instrumental in formulating the business strategies of the Group and spearheading the growth of its business operations. The Group’s success to date has been largely attributable to the efforts of its Executive Directors, who are responsible for implementing the Group’s business strategies.

(q) The Group may not be able to attract and retain suitable employees

The continued growth of the Group’s business in future depends upon its ability to attract and retain suitable employees. The Group is likely to require additional financial and administrative staff to support the growth of its operations in future. The competition for such employees is likely to be intense and the Group’s failure to attract and retain suitable employees could have an adverse effect on its business, results of operation and financial condition.

(r) The Group may be adversely affected if it is unable to maintain its existing licences, permits or approvals

As at the Latest Practicable Date, the Subsidiaries have obtained the necessary licences, approvals in the relevant countries for the operation of the Group’s business.

The revocation or suspension of the licences, permits or approvals of any of the Subsidiaries, or the imposition of any penalties, whether as a result of the infringement of regulatory requirements or otherwise, may have an adverse impact on the Group’s business and results of operations.

(q) The Group may require additional funding for its growth

As the Group grows its business and/or undertakes more projects or projects of larger size and scale, its working capital requirements will increase. Accordingly, the Group may require additional equity or debt funding if its business activities increase significantly or if the Group continues to secure more projects.

Additional issues of securities after the Placement may be necessary to raise the required financing. If new Shares are issued after the Placement, they may be priced at a discount to the Placement Price or at a discount to the market price of the Shares trading on the SGX-ST. In this case, shareholders’ equity interest will be diluted. If the Group fails to utilise the new equity to generate a commensurate increase in earnings, its earnings per Share may be diluted, and this could lead to a decline in its share price. Any additional bank financing may, apart from increasing interest expenses, impose certain restrictive covenants with respect to dividends, future fund-raising exercises and other financial and operational matters.

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Risks relating to laws and regulations

(a) The Group is subject to various international conventions governing the shipping industry

The Group is subject to various conventions under the International Maritime Organisation ("IMO"). Compliance with such conventions adds to its cost of operations. From time to time, the IMO may adopt new conventions which the Group’s vessels need to comply with. If such conventions become more stringent in the future and/or additional compliance procedures are introduced, the Group’s cost of operations may increase. If it is unable to comply with such conventions, the Group’s vessels may not be allowed to operate. This may have an adverse effect on its business, financial performance and financial condition.

(b) The Group is subject to appraisal and certification standards issued by independent certification authorities

Pursuant to the International Management Code for the Safe Operation of Ships and for Pollution Prevention ("ISM Code"), companies which have complied with the requirements of the ISM Code are issued with a Document of Compliance (by the relevant government authorities of the jurisdictions in which their vessels are registered). The Group’s vessels are also subject to assessment by independent certification organisations for compliance with the requirements of the International Convention for the Prevention of Pollution from Ships, 1973 ("MARPOL"). The relevant authorities and certification organisations have the right to conduct inspections of the Group’s vessels to ensure that it continue to comply with the relevant standards. Any material failure to comply with the standards or any changes in the standards which are implemented from time to time, may cause the Group’s certifications to be withdrawn. The Group’s customers in the offshore oil and gas industry typically require the vessels which it provides to bear certain certifications. If the certifications are withdrawn, the Group would not be able to supply the vessels to its customers. This may adversely affect its business, financial performance and financial condition.

(c) The Group is subject to the laws and regulations of the jurisdictions in which their vessels are registered and the countries in which their vessels operate

The Group’s vessels are registered in Singapore, Seychelles and Indonesia as well as Saint Vincent and the Grenadines (in the Caribbean Sea). Some of these jurisdictions and the countries in which its vessels operate have laws and regulations (including cabotage policies) which it is required to comply with. If the Group is unable to comply with the relevant laws and regulations, its vessels may not be allowed to operate and its business would be adversely affected. The need to comply with new laws and regulations may increase the Group’s cost of operations. This may have an adverse effect on its business, financial performance and financial condition. Countries such as Malaysia, Indonesia and India may in the future require the Group to apply for licences or operate under new laws and regulations that may impose onerous conditions on the conduct of its operations. If the Group cannot obtain the relevant licences or comply with the requirements of new laws and regulations, the Group may not be able to continue with its operations in these countries. This may have an adverse effect on its business, financial performance and financial condition.

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(d) The Group is affected by changes in the tax law in Singapore which is applicable to income from its vessels registered under the Singapore flag

Pursuant to Section 13A of the Income Tax Act, Chapter 134 of Singapore, income derived from the operation of the Group’s Singapore-flag vessels in international waters is exempted from income tax in Singapore. Any changes in the current tax law in Singapore applicable to the taxation of shipping income may adversely affect the amount of income tax payable by the Group and may have an adverse impact on its financial results.

(e) The Group is subject to various international and local environmental protection laws and regulations

The Group’s vessels and operations are subject to various international and local environmental protection laws and regulations. Such laws and regulations are becoming increasingly complex and stringent and compliance may become increasingly difficult and costly. Some of these laws and regulations may expose the Group to liability for the conduct of others, or for its acts, even if such acts complied with all applicable laws at the time of performance. For instance, the Group may be required to pay significant fines and penalties for non-compliance. Some environmental laws impose joint and several "strict liability" for cleaning up spills and releases of oil and hazardous substances, regardless of whether the Group was negligent or at fault. Environmental protection laws and regulations may also have the effect of curtailing offshore exploration, development and production activities by the Group’s customers. This would reduce the demand for the Group’s services, which would have an adverse impact on the Group’s business, financial performance and financial condition.

(f) The Group is affected by the Merchant Shipping Ordinance 1952 (the "MSO 1952") in Malaysia

The maritime business in Malaysia is generally governed by the MSO 1952. The cabotage policy implemented on 1 January 1980 reserves the right to engage in domestic shipping in the territorial waters of Malaysia or the exclusive economic zones of Malaysia ("Malaysian Waters") to Malaysian ships (as defined under the MSO1952), unless otherwise exempted by the Minister of Transport in Malaysia. Domestic shipping (as defined in the MSO 1952) refers to the use of a ship (a) to provide services (other than fishing) in Malaysia Waters; or (b) for the shipment of goods or the carriage of passengers (i) from any port or place in Malaysia to another port or place in Malaysia; or (ii) from any port or place in Malaysia to any place in the exclusive economic zone of Malaysia or vice versa. Vessels engaging in domestic shipping in Malaysian Waters must obtain licences from the Domestic Shipping Licensing Board (and exemptions from the Minister of Transport, where applicable). The Group’s vessels will obtain the relevant licences (and exemptions, where applicable) when they engage in domestic shipping (as defined in the MSO 1952) in Malaysian Waters.

New laws and regulations may also be introduced in the future which may require the Group to obtain licences or comply with onerous conditions for the purpose of its business in Malaysia. If the Group is unable to comply with such laws and regulations, it may be required to divest part or all of the Group’s shareholdings in Swiber Marine (Malaysia) and other subsidiaries in Malaysia (if any). The Group may also be forced to cease all or part of its operations. This would adversely affect the results of its operations, financial performance and financial position.

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(g) The Group is subject to the foreign investment laws and policies in the countries in which it operates

The Group has operations in countries such as Malaysia and Indonesia, where its subsidiaries are governed by investment regulations and policies such as the Guideline On The Acquisition Of Interests, Mergers and Take-Overs By Local and Foreign Interests (the "Guideline") issued by the Foreign Investment Committee (the "FIC") in Malaysia, as well as the decrees and regulations as imposed from time to time by the Investment Coordinating Board (Badan Koordinasi Penanaman Modal or "BKPM").

These foreign investment laws and policies may contain restrictions as to foreign ownership and restrictions in the operating activities of foreign-owned entities. We did not obtain the approval of FIC under the Guideline in respect of the Group’s 100.0% shareholdings in Swiber Marine (Malaysia) at the time of acquisition. Although there are no statutory penalties or legal sanctions for breach or non-compliance with the Guideline, Swiber Marine (Malaysia) may face certain inconveniences as the Guideline may be enforced by way of administrative actions in Malaysia. In addition, Swiber Marine (Malaysia) would not be qualified to submit tenders for or participate in government or government-linked projects or contracts.

The Group’s Subsidiary in Indonesia, PT Swiber Berjaya, is a foreign investment shipping company approved by the BKPM. The Company currently holds 80.0% of the shareholdings in PT Swiber Berjaya with the remaining 20.0% of the shareholdings in PT Swiber Berjaya held by Hendrik Eddy Purnomo. In a letter to PT Swiber Berjaya dated 10 May 2006 (No.160/A.6/2006), the BKPM had directed PT Swiber Berjaya increase its shareholding by a local shareholder to at least 51.0% within a period of two years from 10 May 2006. If PT Swiber Berjaya did not increase its shareholding by a local shareholder to at least 51.0% within such period, it maynot be able to maintain its shipping company business licence, which is necessary for the conduct of its business operations in sea transportation for domestic and foreign routes in Indonesia and the operation of its vessel, Swisko Phoenix. There is no assurance that the Group will be able to maintain its shipping company business licence in Indonesia.

The governments in the countries that we operate may introduce new laws and regulations or changes to existing laws and regulations which are applicable toforeign investment, or to the shipping industry, and in such event the Group’s operations and profitability may be affected.

Save as disclosed in this Offer Information Statement and announced by the Company publicly, the Directors are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in this Offer Information Statement to be not necessarily indicative of the future operating results or financial condition of the Group.

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10. Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast.

Not applicable, as no profit forecast is disclosed in this Offer Information Statement.

11. Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors or equivalent persons of the relevant entity have based their profit forecast or profit estimate, as the case may be.


12. Where a profit forecast is disclosed, include a statement by an auditor of the relevant entity as to whether the profit forecast is properly prepared on the basis of the assumptions referred to in paragraph 11 of this Part, is consistent with the accounting policies adopted by the relevant entity, and is presented in accordance with the accounting standards adopted by the relevant entity in the preparation of its financial statements.


13. Where the profit forecast disclosed is in respect of a period ending on a date not later than the end of the current financial year of the relevant entity, provide in addition to the statement referred to in paragraph 12 of this Part

(a) a statement by the issue manager to the offer, or any other person whose profession or reputation gives authority to the statement made by him, that the profit forecast has been stated by the directors or equivalent persons of the relevant entity after due and careful enquiry and consideration; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.


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14. Where the profit forecast disclosed is in respect of a period ending on a date after the end of the current financial year of the relevant entity, provide in addition to the statement referred to in paragraph 12 of this Part

(a) a statement by the issue manager to the offer, or any other person whose profession or reputation gives authority to the statement made by him, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph 11 of this Part, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast; or

(b) a statement by an auditor of the relevant entity, prepared on the basis of his examination of the evidence supporting the assumptions referred to in paragraph 11 of this Part and in accordance with the Singapore Standards on Auditing or such other auditing standards as may be approved in any particular case by the Authority, to the effect that no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast.


Significant Changes

15. Disclose any event that has occurred from the end of

(a) the most recent completed financial year for which financial statements have been published; or

(b) if interim financial statements have been published for any subsequent period, that period, to the latest practicable date which may have a material effect on the financial position and results of the relevant entity or, if it is the holding company or holding entity of a group, the group, or, if there is no such event, provide an appropriate negative statement.

Save as disclosed in this Offer Information Statement and in all public announcements made by the Company, the Directors are not aware of any event which has occurred since 1 April 2009 up to the Latest Practicable Date which may have a material effect on the financial position and results of the Group from that set forth in its unaudited consolidated interim financial statements for 1Q2009.

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PART VI: THE OFFER AND LISTING

Offer and Listing Details

1. Indicate the price at which the securities are being offered and the amount of any expense specifically charged to the subscriber or purchaser. If it is not possible to state the offer price at the date of lodgement of the offer information statement, the method by which the offer price is to be determined must be explained.

Placement Price : S$0.88 per Placement Share.

A commission of 2.5% of the Placement Price (and Goods and Services Tax thereon, if applicable) is payable by the Company to the Placement Agent for each Placement Sharesubscribed for.

Subscribers of the Placement Shares may be required to pay a brokerage fee of up to 1.0% of the Placement Price (and Goods and Services Tax thereon, if applicable) to the Placement Agent.

No expense incurred by the Company in respect of the Placement will be specifically charged to the Placement Agent or the Subscribers to be procured by the Placement Agent.

2. If there is no established market for the securities being offered, provide information regarding the manner of determining the offer price, the exercise price or conversion price, if any, including the person who establishes the price or is responsible for the determination of the price, the various factors considered in such determination and the parameters or elements used as a basis for determining the price.

Not applicable.

3. If

(a) any of the relevant entity’s shareholders or equity interest-holders have pre-emptive rights to subscribe for or purchase the securities being offered; and

(b) the exercise of the rights by the shareholder or equity interest-holder is restricted, withdrawn or waived,

indicate the reasons for such restriction, withdrawal or waiver, the beneficiary of such restriction, withdrawal or waiver, if any, and the basis for the offer price.

Not applicable.

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4. If securities of the same class as those securities being offered are listed for quotation on any securities exchange

(a) in a case where the first-mentioned securities have been listed for quotation on the securities exchange for at least 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned securities

(i) for each of the 12 calendar months immediately preceding the calendar month in which the latest practicable date falls; and

(ii) for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date; or

(b) in a case where the first-mentioned securities have been listed for quotation on the securities exchange for less than 12 months immediately preceding the latest practicable date, disclose the highest and lowest market prices of the first-mentioned securities

(i) for each calendar month immediately preceding the calendar month in which the latest practicable date falls; and

(ii) for the period from the beginning of the calendar month in which the latest practicable date falls to the latest practicable date;

(c) disclose any significant trading suspension that has occurred on the securities exchange during the 3 years immediately preceding the latest practicable date or, if the securities have been listed for quotation for less than 3 years, during the period from the date on which the securities were first listed to the latest practicable date; and

(d) disclose information on any lack of liquidity, if the securities are not regularly traded on the securities exchange.

(a) The highest and lowest market prices of the Shares for each of the 12 calendar months immediately preceding the calendar month in which the Latest Practicable Date falls are as follows:

Price RangeHigh Low(S$) (S$)

Month

May 2008 3.230 2.480June 2008 2.980 2.470July 2008 2.490 1.860August 2008 1.930 1.430September 2008 1.430 1.020October 2008 1.100 0.330November 2008 0.740 0.405December 2008 0.630 0.400January 2009 0.660 0.450February 2009 0.530 0.450

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March 2009 0.440 0.235April 2009 0.550 0.3701 May 2009 to the Latest Practicable Date 1.080 0.480

Source: Bloomberg L. P. (1)

Note:(1) Bloomberg L.P. has not consented to the inclusion of the price range of the Shares quoted

under this paragraph for the purposes of section 249 of the Securities and Futures Act and is therefore not liable for such information under Sections 253 and 254 of the Securities and Futures Act. The Company has included the above price range in their proper form and context in this Offer Information Statement and has not verified the accuracy of such information.

(b) Not applicable. The Shares have been listed for quotation on the SGX-ST for more than 12 months immediately preceding the Latest Practicable Date.

(c) There has not been any significant trading suspension of the Shares that has occurred on the SGX-ST since the listing of the Company on the SGX-ST on 8 November 2006 up to the Latest Practicable Date.

(d) Not applicable. The Shares were regularly traded on the SGX-ST.

5. Where the securities being offered are not identical to the securities already issued by the relevant entity, provide

(a) a statement of the rights, preferences and restrictions attached to the securities being offered; and

(b) an indication of the resolutions, authorisations and approvals by virtue of which the entity may create or issue further securities, to rank in priority to or pari passu with the securities being offered.

Not applicable. The Placement Shares will be sold free from any and all claims, charges, liens, mortgages, securities, pledges, equities, encumbrances or any other interests whatsoeverand will 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.

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Plan of Distribution

6. Indicate the amount, and outline briefly the plan of distribution, of the securities that are to be offered otherwise than through underwriters. If the securities are to be offered through the selling efforts of any broker or dealer, describe the plan of distribution and the terms of any agreement or understanding with such entities. If known, identify each broker or dealer that will participate in the offer and state the amount to be offered through each broker or dealer.

Pursuant to the Placement Agreement, the Placement Agent has agreed to procure subscriptions and payment for the Placement Shares on a best efforts basis. Under the terms of the Placement Agreement, the Company will pay to the Placement Agent a commission of 2.5% of the Placement Price for each Placement Share subscribed for.

Pursuant to the Placement Agreement, the Placement Agent has undertaken, inter alia, that it will not offer the Placement Shares for sale to, or procure subscriptions of or make an invitation for the Placement Shares to any person in the categories set out in Rule 812(1) of the Listing Manual unless such subscription is otherwise agreed to by the SGX-ST.

7. Provide a summary of the features of the underwriting relationship together with the amount of securities being underwritten by each underwriter.

Not applicable.

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PART VII: ADDITIONAL INFORMATION

Statements by Experts

1. Where a statement or report attributed to a person as an expert is included in the offer information statement, provide such person’s name, address and qualifications.

No statement or report attributed to an expert is included in this Offer Information Statement.

2. Where the offer information statement contains any statement (including what purportsto be a copy of, or extract from, a report, memorandum or valuation) made by an expert

(a) state the date on which the statement was made;

(b) state whether or not it was prepared by the expert for the purpose of incorporation in the offer information statement; and

(c) include a statement that the expert has given, and has not withdrawn, his written consent to the issue of the offer information statement with the inclusion of the statement in the form and context in which it is included in the offer information statement.

Not applicable.

3. The information referred to in paragraphs 1 and 2 of this Part need not be provided in the offer information statement if the statement attributed to the expert is a statement to which the exemption under regulation 26(2) or (3) applies.

Not applicable.

Consents from Issue Managers and Underwriters

4. Where a person is named in the offer information statement as the issue manager or underwriter (but not a sub-underwriter) to the offer, include a statement that the person has given, and has not withdrawn, his written consent to being named in the offer information statement as the issue manager or underwriter, as the case may be, to the offer.

CIMB-GK Securities Pte. Ltd. has given, and has not, before the lodgement of this Offer Information Statement withdrawn its written consent to being named in this Offer Information Statement as the Placement Agent to the Placement.

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Other Matters

5. Include particulars of any other matters not disclosed under any other paragraph of this Schedule, which could materially affect, directly or indirectly

(a) the relevant entity’s business operations or financial position or results; or

(b) investments by holders of securities in the relevant entity.

Save as disclosed in the above sections of this Offer Information Statement, the Directors are not aware of any other matters which could materially affect, directly or indirectly:

(a) the Company's business operations or financial position or results; or

(b) investments by holders of securities in the Company.

PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES

Not applicable.

PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES

Not applicable.

PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE

Not applicable.

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The Directors collectively and individually accept responsibility for the accuracy of the information given in this Offer Information Statement and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and opinions expressed in this Offer Information Statement are fair and accurate in all material respects as at the date of this Offer Information Statement and there are no material facts the omission of which would make any statement in this Offer Information Statement misleading in any material respect. Where information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Offer Information Statement.

For and on behalf of SWIBER HOLDINGS LIMITED

__________________________Goh Kim TeckExecutive Chairman

__________________________Jean PersExecutive Director

__________________________Yeo Chee NengExecutive Director

__________________________Francis Wong Chin SingExecutive Director

__________________________Nitish GuptaExecutive Director

__________________________Yeo Jeu NamLead Independent Director

__________________________Tay Gim Sin LeonardIndependent Director

__________________________Oon Thian SengIndependent Director

Dated this 29th day of May 2009

swiber holdings limitedswiber.listedcompany.com/newsroom/20090529_184512_ak3_e574ff2a5134… ·...

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