6. PROSPECTUS DATED APRIL 17, 2014 (Registered by the Monetary Authority of Singapore on April 17, 2014)
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.
This is the initial public offering of the ordinary shares (our “Shares”) of PACC Offshore Services
Holdings Ltd. (our “Company”). We are issuing 252,020,000 new Shares for subscription by
investors at the Offering Price (as defined below). The Offering (as defined below) comprises:
(i) an international offering to investors, including institutional and other investors in Singapore
(the “International Offering”), including 25,200,000 Shares (the “Reserved Shares”) reserved
for the directors, management, employees and business associates of our Company, our
subsidiaries and our joint ventures, and Kuok (Singapore) Limited (“KSL”) and its subsidiaries
(including Pacific Carriers Limited (“PCL”) and its subsidiaries) who have contributed to our
success to be determined by us at our sole discretion, and (ii) an offering to the public in
Singapore (the “Public Offering”). The International Offering and the Public Offering (together,
the “Offering”) will consist of an aggregate of 252,020,000 Shares (the “Offering Shares”). The
offering price (the “Offering Price”) for each Offering Share is S$1.15.
At the same time as but separate from the Offering, each of Hwang Investment Management
Berhad and Fortress Capital Asset Management (M) Sdn Bhd (collectively, the “Cornerstone
Investors”) has entered into a cornerstone subscription agreement with our Company
(collectively, the “Cornerstone Subscription Agreements”) to subscribe for an aggregate of
85,605,000 new Shares at the Offering Price (the “Cornerstone Shares”), conditional upon
the Management and Underwriting Agreement and Placement Agreement (each as defined
herein) having been entered into and not having been terminated pursuant to their terms on
or prior to the Listing Date (as defined here).
The Offering is underwritten by DBS Bank Ltd. (“DBS Bank”), Merrill Lynch (Singapore) Pte.
Ltd. (“Merrill Lynch”) and Oversea-Chinese Banking Corporation Limited (“OCBC Bank”)
(together, the “Joint Issue Managers, Bookrunners and Underwriters”) at the Offering Price.
In connection with the Offering, PCL (the “Over-allotment Option Provider”) has granted
Merrill Lynch, as stabilising manager (the “Stabilising Manager”), acting on behalf of the
Joint Issue Managers, Bookrunners and Underwriters, an over-allotment option (the “Over-allotment
Option”), exercisable in whole or in part on one or more occasions from the date
of commencement of dealing in our Shares on the Singapore Exchange Securities Trading
Limited (the “SGX-ST”) (the “Listing Date”) until the earlier of (i) the date falling 30 days from
the Listing Date, or (ii) the date when the Stabilising Manager or its appointed agent has
bought, on the SGX-ST, an aggregate of 46,125,000 Shares, representing approximately
18.3% of the total Offering Shares, to undertake stabilising actions, to purchase from PCL up
to an aggregate of 46,125,000 Shares (the “Additional Shares”) (representing approximately
18.3% of the total Offering Shares) at the Offering Price, solely to cover the over-allotment
of the Offering Shares, if any. The exercise of the Over-allotment Option will not increase the
total number of issued Shares immediately after completion of the Offering.
Prior to the Offering, there was no public market for our Shares. An application has been
made to the SGX-ST for permission to list all our issued Shares, the Offering Shares, the
Cornerstone Shares, the Additional Shares, the Shares which may be issued upon the
exercise of options to be granted under the POSH Share Option Plan (the “Option Shares”)
and the Shares which may be issued upon the release of awards to be granted under the
POSH Performance Share Plan (the “Performance Shares”) on the Mainboard of the SGX-ST.
Such permission will be granted when our Shares have been admitted to the Official
List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional
PACC OFFSHORE SERVICES HOLDINGS LTD.
Company Registration No.: 200603185Z
Incorporated in Singapore on 7 March 2006
upon, among others, permission being granted by the SGX-ST to deal in and for quotation
of all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares,
the Option Shares and the Performance Shares. Monies paid in respect of any application
accepted will be returned to you, at your own risk, without interest or any share of revenue or
other benefit arising therefrom if the Offering is not completed because the said permission
is not granted or for any other reason, and you will not have any right or claim against
us, the Over-allotment Option Provider or the Joint Issue Managers, Bookrunners and
Underwriters. Our Company has received a letter of eligibility from the SGX-ST for the listing
and quotation of all our issued Shares, the Offering Shares, the Cornerstone Shares, the
Additional Shares, the Option Shares and the Performance Shares on the Mainboard of the
SGX-ST. Our Company’s eligibility to list and admission of our Shares to the Official List of the
SGX-ST is not to be taken as an indication of the merits of the Offering, our Company, any
of our subsidiaries, our Shares (including the Offering Shares, the Cornerstone Shares, the
Additional Shares, the Option Shares and the Performance Shares), the POSH Share Option
Plan or the POSH Performance Share Plan. The SGX-ST assumes no responsibility for the
correctness of any statements or opinions made or reports contained in this Prospectus.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of
Singapore (the “Authority” or “MAS”) on April 7, 2014, and April 17, 2014, respectively. The
Authority assumes no responsibility for the contents of this Prospectus. Registration of this
Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289
of Singapore (the “Securities and Futures Act” or the “SFA”), or any other legal or regulatory
requirements, have been complied with. The Authority has not, in any way, considered the
merits of our Shares being offered for investment (or of the Additional Shares, where the
Over-allotment Option is exercised).
No Shares will be allotted on the basis of this Prospectus later than six months after the date
of registration of this Prospectus with the Authority.
Investing in our Shares involves risks. See “Risk Factors” for a discussion of certain
factors to be considered in connection with an investment in our Shares.
Nothing in this Prospectus constitutes an offer for securities for sale in the United States
of America (“United States” or “U.S.”) or any other jurisdiction where it is unlawful to do
so. The Offering Shares have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state
of the United States and accordingly, may not be offered or sold within the United States (as
defined in Regulation S under the Securities Act (“Regulation S”)). The Offering Shares are
only being offered and sold outside the United States in offshore transactions as defined in,
and in reliance on, Regulation S. For further details about restrictions on offers, sales and
transfers of our Shares, see “Plan of Distribution”.
Investors applying for Offering Shares by way of application forms or electronic applications
(both as referred to in “Appendix G – Terms, Conditions and Procedures for Application
for and Acceptance of the Offering Shares in Singapore”) in the Public Offering will pay the
Offering Price on application, subject to refund of the full amount or, as the case may be, the
balance of the application monies (in each case without interest or any share of revenue or
other benefit arising therefrom and without any right or claim against us, the Over-allotment
Option Provider or the Joint Issue Managers, Bookrunners and Underwriters), where (i) an
application is rejected or accepted in part only, or (ii) the Offering does not proceed for any
reason. Investors applying for the International Offering are required to pay the Offering Price.
Offering in respect of 252,020,000 Offering Shares
(subject to the Over-allotment Option)
Offering Price:
S$1.15 per Offering Share
Joint Issue Managers, Bookrunners and Underwriters
7. This overview section is qualified in its entirety by, and should be read in
conjunction with, the full text of this Prospectus. Meanings of capitalised terms
used may be found in the sections entitled “Defined Terms and Abbreviations”
and “Glossary of Technical Terms” of this Prospectus
POSH’S COMPETITIVE STRENGTHS
1. Largest Asia-based international operator
of offshore support vessels and one of
the top 5 globally1
• Large, diversified fleet of 112 offshore support
vessels2
2. Global reach with a proven international
operating track record
• POSH believes that the geographical diversification
of its operations reduces dependence on and risk
exposure to any single geographical market and/or
customer
3. Strong parentage: a member of the
Kuok (Singapore) Limited (“KSL”) Group
• Dedicated offshore support vessel business of the
KSL Group
• POSH believes its strategic relationships with
affiliated shipyards of the KSL Group will allow POSH
to respond rapidly to changing market dynamics
4. Established reputation and
long-standing relationships with
key oil and gas industry players
• Leading global shipyards and offshore engineering
companies such as Saipem, Hyundai Heavy
Industries, Technip Singapore and SapuraClough
Offshore work with POSH on a regular basis
• Established reputation and long-standing relationships
with global oil and gas majors and international oil
and gas contractors
5. Highly-experienced and committed
management team
• Chief Executive Officer and Executive Director, Mr.
Seow Kang Hoe, Gerald, has more than 40 years’
experience in the shipping industry
• Management team includes 12 shore-based Master
Mariners and 23 Chief Engineers with an aggregate
sea-going experience of more than 600 years3
8. LARGE, MODERN AND DIVERSE FLEET
OF OFFSHORE SUPPORT VESSELS…
• Vessels1 are designed with diesel electric
propulsion and Clean-Design Notation and
Green Passports, reducing and limiting the
ship’s combustion machinery emissions and
accidental sea pollution
• Combined fleet of 112 vessels2, comprising:
14 Anchor Handling Tug Supply (“AHTS”) vessels,
13 Platform Supply Vessels (“PSVs”), 19 Anchor
Handling Tugs (“AHTs”), 9 towing tugs, 20 barges, 5
accommodation vessels3, 23 harbour tugs, 4 crane
barges and 5 support vessels
• 15 Vessels4 on order and scheduled for
delivery: Comprises 2 deck cargo barges, 2 ASD
harbour tugs, 3 DP2 accommodation vessels, 3
DP2 AHTS, 2 DP3 SSAVs and 3 vessels which our
joint ventures have on order
• Services: anchor handling, ocean towage and
installation, ocean transportation, heavy-lift,
offshore accommodation, harbour towage and
emergency response
THE POSH FLEET2
Number
25
20
15
10
5
0
5
Support
Vessels
Crane
Barges
Harbour
Tugs
Offshore Supply Vessels Offshore Accomodation Harbour Services and Emergency Response Transportation and Installation
1 DP2 PSVs, DP2 accommodation vessels and DP3 SSAVs
2 As of December 31, 2013
3 Includes one vessel that is undergoing conversion into an accommodation vessel
4 As of the Latest Practicable Date. Not including one vessel undergoing conversion into an accommodation vessel
Towing
Tugs
Barges PSV Accomodation AHTs AHTS
Vessels
4
23 20
13
5
17
14
9
2
9. POSH IS THE LARGEST ASIA-BASED
INTERNATIONAL OPERATOR OF
OFFSHORE SUPPORT VESSELS AND
ONE OF THE TOP FIVE GLOBALLY5
GLOBAL REACH WITH A PROVEN INTERNATIONAL OPERATING TRACK RECORD
Mexico
Nigeria
Gabon India Malaysia
5 Based on Infield’s data on the number of vessels operated by POSH and the other major international providers of global support vessels
New
Caledonia
Egypt
China
UAE Thailand
Russia
Venezuela
Countries operated in over the years
Countries currently operating in
Singapore
Angola
Indonesia Australia
Myanmar
Vietnam
Congo
South
Africa
New
Zealand
Philippines
Brazil
UK Oman
Italy
Saudi
Arabia Iran
10. 6. Well-positioned to capture
market opportunities across
all business segments
• The youngest deepwater AHTS and PSV fleet and the
youngest midwater AHTS and PSV fleet globally, with an
average age of 2.3 and 2.2 years, as at December 31,
2013 respectively4
OFFSHORE
SUPPLY
VESSELS
OFFSHORE
ACCOMMODATION
HARBOUR
SERVICES AND
EMERGENCY
RESPONSE
TRANSPORTATION
AND INSTALLATION
• 5 vessels3 (including
one vessel undergoing
conversion into
a 198-person
accommodation vessel)
• Expected to operate
the youngest high-berth
accommodation vessels
fleet in the world with
the delivery of two
750-person DP3 SSAVs
by end 20144
• Two 238-person DP2
accommodation vessels
scheduled to be delivered
by end 2014
• One 238-person DP2
accommodation vessel
scheduled to be delivered
by first quarter of 2015
• One of the largest deepwater AHT fleets in the world4
• Built up a track record in completing many demanding
and high-value ocean towage projects, having
successfully completed 53 floating system T&I
contracts since 19913
• Awarded the transportation and installation contract
for Ichthys Central Processing Facility
(“CP Facility”), which is expected to be the world’s
largest CP Facility installed to date when completed
• Harbour Services
business has been
operating for over 10
years
• One of the two main
offshore support vessel
operators globally
to offer emergency
response services which
include salvage, wreck
removal, rescue and oil-spill
response services4
1 Based on data provided by Infield Systems Limited on the number of vessels operated by POSH and the other major international providers of global support vessels
2 As of December 31, 2013
3 As of the Latest Practicable Date
4 According to Infield Systems Limited
11. POSH’S STRATEGIES
1. MAINTAINING GROWTH MOMENTUM
• Growing since incorporation in 2006
• Total assets have grown from US$35.7 million as at
December 31, 2006 to US$1.8 billion as at December
31, 2013
• In-principle approval given by the Board for a capital
expenditure budget of US$291.5 million for the further
expansion of our fleet in the offshore supply vessels
(“OSV”), transportation and installation and harbour
services and emergency response business segments
(including the acquisition of multifunctional support
vessels (“MSV”)) (“Further Fleet Expansion”)
- Plan to implement the Further Fleet Expansion in 2014
2. BROADEN FLEET DIVERSIFICATION
• Expanding our fleet through the acquisition of larger and
more sophisticated vessels
• 15 vessels on order and scheduled for delivery and one
vessel undergoing conversion into an accommodation
vessel1
3. EXPAND INTO DEEPWATER OFFSHORE
ACCOMMODATION AND OTHER HIGH-GROWTH
ASSET CLASSES
• Focus on high-capacity and high-specification offshore
accommodation vessels
• Exploring entry into the Inspection, Maintenance and
Repair (“IMR”) segment and potential acquisition of
IMR vessels
4. MAINTAIN HIGH SERVICE RELIABILITY
5. OPTIMISE CHARTER MIX FOR OSV AND
OFFSHORE ACCOMMODATION FLEET
• To provide stable revenue streams
• Long-term charters: predictable and reliable cash flows
• Short-term charters: benefit from higher day rates
6. EXPAND INTO NEW GEOGRAPHIC MARKETS
WITH SIGNIFICANT GROWTH POTENTIAL
• Australia, Indonesia, Latin America and the EMEA2
region
Net Profit: 3-Year CAGR* of 67.4%
26.2
53.5
73.4
10.9
22
30.9
Net Profit (US$”million)
Net Profit Margin (%)3
Year ended 31 December 2011 Year ended 31 December 2012 Year ended 31 December 2013
* Compounded annual growth rate
1 As of the Latest Practicable Date 2 Europe, Middle East and Africa 3 Derived by dividing net profit over revenue
13. Glossary of Technical Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257
Appendix A – Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Appendix B – Letter from KPMG CF relating to the Mark-up for Shared Services . . B-1
Appendix C – Letter from KPMG CF relating to the Shareholders’ Mandate . . . . . C-1
Appendix D – Summary of Selected Articles of Association of our Company . . . D-1
Appendix E – List of Present and Past Principal Directorships of our Directors
and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
Appendix F – List of Subsidiaries and Associated Companies . . . . . . . . . . . . . . . F-1
Appendix G – Terms, Conditions and Procedures for Application for and
Acceptance of the Offering Shares in Singapore . . . . . . . . . . . . . . . G-1
Appendix H – Audited Consolidated Financial Statements for the Years Ended
December 31, 2011, 2012 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . H-i
Appendix I – Unaudited Pro Forma Financial Statements for the Year Ended
December 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-i
Appendix J – List of Mandated Interested Persons . . . . . . . . . . . . . . . . . . . . . . . . . J-1
Appendix K – Independent Valuation Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . K-1
ii
14. NOTICE TO INVESTORS
No person is authorised to give any information or to make any representation not contained in
this Prospectus and any information or representation not so contained must not be relied upon
as having been authorised by or on behalf of us, the Over-allotment Option Provider or the Joint
Issue Managers, Bookrunners and Underwriters. Neither the delivery of this Prospectus nor any
offer, sale or transfer made hereunder shall under any circumstances imply that the information
herein is correct as of any date subsequent to the date hereof or constitute a representation that
there has been no change or development reasonably likely to involve a material adverse change
in our affairs, condition and prospects or our Shares since the date hereof. In the event any
changes occur, where such changes are material or required to be disclosed by law, the SGX-ST
and/or any other regulatory or supervisory body or agency, or if we otherwise determine, we and
the Over-allotment Option Provider will make an announcement of the same to the SGX-ST and,
if required, issue and lodge an amendment to this Prospectus or a supplementary document or
replacement document pursuant to Section 240 or, as the case may be, Section 241 of the SFA
and take immediate steps to comply with the said sections. Investors should take notice of such
announcements and documents and upon release of such announcements or documents shall be
deemed to have notice of such changes.
None of us, the Over-allotment Option Provider, the Joint Issue Managers, Bookrunners and
Underwriters or any of our or their affiliates, directors, officers, employees, agents,
representatives or advisers are making any representation or undertaking to any investors in our
Shares regarding the legality of an investment by such investor under appropriate investment or
similar laws. In addition, investors in our Shares should not construe the contents of this
Prospectus or its appendices as legal, business, financial or tax advice. Investors should be aware
that they may be required to bear the financial risks of an investment in our Shares for an indefinite
period of time. Investors should consult their own professional advisers as to the legal, tax,
business, financial and related aspects of an investment in our Shares.
The Offering Shares have not been, and will not be, registered under the Securities Act and
accordingly, may not be offered or sold within the United States. The Offering Shares are only
being offered and sold outside the United States in offshore transactions as defined in, and in
reliance on, Regulation S.
We and the Over-allotment Option Provider are subject to the provisions of the Securities and
Futures Act and the Listing Manual regarding the contents of this Prospectus. In particular, if after
this Prospectus is registered but before the close of the Offering, we and the Over-allotment
Option Provider become aware of:
(a) a false or misleading statement in this Prospectus;
(b) an omission from this Prospectus of any information that should have been included in it
under Section 243 of the Securities and Futures Act; or
(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority
which would have been required by Section 243 of the Securities and Futures Act to be
included in this Prospectus if it had arisen before this Prospectus was lodged,
that is materially adverse from the point of view of an investor, we and the Over-allotment Option
Provider may lodge a supplementary or replacement document with the Authority pursuant to
Section 241 of the Securities and Futures Act.
iii
15. Where applications have been made under this Prospectus to subscribe for and/or purchase the
Offering Shares prior to the lodgment of the supplementary or replacement document and the
Offering Shares have not been issued and/or transferred to the applicants, we and the
Over-allotment Option Provider shall either:
(i) within seven days from the date of lodgment of the supplementary or replacement document,
provide the applicants with a copy of the supplementary or replacement document, as the
case may be, and provide the applicants with an option to withdraw their applications; or
(ii) treat the applications as withdrawn and cancelled and return all monies paid, without interest
or any share of revenue or other benefit arising therefrom and at the applicant’s own risk, in
respect of any applications received, within seven days from the date of lodgment of the
supplementary or replacement document.
Where applications have been made under this Prospectus to subscribe for and/or purchase the
Offering Shares prior to the lodgment of the supplementary or replacement document and the
Offering Shares have been issued and/or transferred to the applicants, we and the Over-allotment
Option Provider shall either:
(1) within seven days from the date of lodgment of the supplementary or replacement document,
provide the applicants with a copy of the supplementary or replacement document, as the
case may be, and provide the applicants with an option to return to us and the Over-allotment
Option Provider, those Offering Shares that the applicants do not wish to retain title in; or
(2) treat the issue and/or sale of the Offering Shares as void and return all monies paid, without
interest or any share of revenue or other benefit arising therefrom and at the applicant’s own
risk, in respect of any applications received, within seven days from the date of lodgment of
the supplementary or replacement document.
Any applicant who wishes to exercise his option to withdraw his application or return the Offering
Shares issued and/or sold to him shall, within 14 days from the date of lodgment of the
supplementary or replacement document, notify us and the Over-allotment Option Provider,
whereupon we and the Over-allotment Option Provider shall, within seven days from the receipt
of such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at the applicant’s own risk.
Under the Securities and Futures Act, the Authority may in certain circumstances issue a stop
order (the “Stop Order”) to us and the Over-allotment Option Provider, directing that no or no
further Offering Shares be allotted, issued or sold. Such circumstances will include a situation
where this Prospectus (i) contains a statement which, in the opinion of the Authority, is false or
misleading, (ii) omits any information that is required to be included in accordance with the
Securities and Futures Act or (iii) does not, in the opinion of the Authority, comply with the
requirements of the Securities and Futures Act.
Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures
Act:
(A) in the case where the Offering Shares have not been issued and/or transferred to the
applicants, the applications for the Offering Shares pursuant to the Offering shall be deemed
to have been withdrawn and cancelled and we and the Over-allotment Option Provider, shall,
within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants
have paid on account of their applications for the Offering Shares; or
iv
16. (B) in the case where the Offering Shares have been issued and/or transferred to the applicants,
the issue and/or sale of the Offering Shares shall be deemed void and we and the
Over-allotment Option Provider shall, within seven days from the date of the Stop Order, pay
to the applicants all monies paid by them for the Offering Shares.
Where monies paid in respect of applications received or accepted are to be returned to the
applicants, such monies will be returned at the applicants’ own risk, without interest or any share
of revenue or other benefit arising therefrom, and the applicants will not have any claim against
us, the Over-allotment Option Provider and the Joint Issue Managers, Bookrunners and
Underwriters.
The distribution of this Prospectus and the offer, subscription, purchase, sale or transfer of our
Shares may be restricted by law in certain jurisdictions. We, the Over-allotment Option Provider
and the Joint Issue Managers, Bookrunners and Underwriters require persons into whose
possession this Prospectus comes to inform themselves about and to observe any such
restrictions at their own expense and without liability to us, the Over-allotment Option Provider or
the Joint Issue Managers, Bookrunners and Underwriters. This Prospectus does not constitute an
offer of, or an invitation to purchase or subscribe for, any of our Shares in any jurisdiction in which
such offer or invitation would be unlawful. Persons to whom a copy of this Prospectus has been
issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus
or any information herein for any purpose whatsoever nor permit or cause the same to occur.
In connection with the Offering, the Over-allotment Option Provider has granted the Stabilising
Manager, acting on behalf of the Joint Issue Managers, Bookrunners and Underwriters, the
Over-allotment Option, exercisable in whole or in part on one or more occasions from the Listing
Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the
Stabilising Manager or its appointed agent has bought, on the SGX-ST, an aggregate of
46,125,000 Shares, representing approximately 18.3% of the total Offering Shares, to undertake
stabilising actions, to purchase from PCL up to an aggregate of 46,125,000 Additional Shares
(representing 18.3% of the total Offering Shares) at the Offering Price, solely to cover the
over-allotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not
increase the total number of issued Shares immediately after completion of the Offering.
In connection with the Offering, the Stabilising Manager or its appointed agent may over-allot
Shares or effect transactions which may stabilise or maintain the market price of our Shares at
levels above those that would otherwise prevail in the open market. Such transactions may be
effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulations, including the Securities and Futures Act
and any regulations thereunder. However, we cannot assure you that the Stabilising Manager or
its appointed agent will undertake stabilising action. Such transactions may commence on or after
the Listing Date and, if commenced, may be discontinued at any time and shall not be effected
later than the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the
Stabilising Manager or its appointed agent has bought, on the SGX-ST, an aggregate of
46,125,000 Shares, representing approximately 18.3% of the total Offering Shares, to undertake
stabilising actions.
v
17. NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Prospectus is not a prospectus for the purposes of the Prospectus Directive as implemented
in Member States of the European Economic Area. This Prospectus has been prepared on the
basis that all offers of the Offering Shares will be made pursuant to an exemption under the
Prospectus Directive from the requirement to produce a prospectus in connection with offers of the
Offering Shares. Accordingly, any person making or intending to make any offer within the
European Economic Area of the Offering Shares which are the subject of the offering
contemplated in this Prospectus should only do so in circumstances in which no obligation arises
for us or any of the Underwriters to produce a prospectus for such offers. The expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010
PD Amending Directive, to the extent implemented in the relevant Member State), and includes
any relevant implementing measure in the relevant Member State and the expression 2010 PD
Amending Directive means Directive 2010/73/EU.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements which are statements that are not historical
facts, including statements about our beliefs and expectations. Forward-looking statements
generally can be identified by the use of forward-looking terminology, such as “may”, “will”,
“could”, “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “estimate”, “project” and similar
terms and phrases. These statements include, among others, statements regarding our business
strategy, future financial position and results, and plans and objectives of our management for
future operations. Forward-looking statements are, by their nature subject to substantial risks and
uncertainties, and investors should not unduly rely on such statements.
Forward-looking statements reflect our current views with respect to future events and are not a
guarantee of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect. Actual results may differ materially from information
contained in the forward-looking statements as a result of a number of factors, many of which are
beyond our control, including:
• our ability to obtain financing in the future to fund capital expenditures, acquisitions and other
general corporate activities;
• the availability of cash for payment of dividends;
• our ability to obtain shareholder approval, if necessary, to implement any of our strategies or
to undertake expansion plans;
• the availability of vessels for purchase, the time which it may take to construct new vessels,
or vessels’ useful lives;
• general offshore market conditions and trends, including charter rates, vessel values, bunker
fuel expenses and factors affecting vessel supply and demand;
• the strength of world economies and currencies and general domestic and international
political conditions;
• changes in governmental rules and regulations or actions taken by regulatory authorities;
and
• other factors discussed under “Risk Factors”.
vi
18. Because of these factors, we caution you not to place undue reliance on any of our forward-looking
statements. Forward-looking statements we make represent our judgment on the dates
such statements are made. New risks and uncertainties arise from time to time, and it is
impossible for us to predict these events or how they may affect us. Save as required by all
applicable laws of applicable jurisdictions, including the Securities and Futures Act, and/or rules
of the SGX-ST, we assume no obligation to update any information contained in this document or
to publicly release the results of any revisions to any forward-looking statements to reflect events
or circumstances that occur, or that we become aware of, after the date of this Prospectus.
INDUSTRY AND MARKET DATA
This Prospectus includes market share and industry data and forecasts that we obtained from
industry publications and surveys, reports of governmental agencies and internal company
surveys. Infield Systems Limited (the “Independent Market Research Consultant”) was the
primary source for third party industry data and forecasts. Industry publications and surveys and
forecasts generally state that the information contained therein has been obtained from sources
believed to be reliable, but there can be no assurance as to the accuracy or completeness of
included information. While we, the Over-allotment Option Provider and the Joint Issue Managers,
Bookrunners and Underwriters have taken reasonable actions to ensure that the information is
extracted accurately and in its proper context, we, the Over-allotment Option Provider and the
Joint Issue Managers, Bookrunners and Underwriters have not independently verified any of the
data from third party sources or ascertained the underlying economic assumptions relied upon
therein and neither we, the Over-allotment Option Provider nor the Joint Issue Managers,
Bookrunners and Underwriters makes any representation as to the accuracy or completeness of
that information. Statements as to our market position are based on the most currently available
market data.
The information and data contained in the report appearing in “Appendix A – Industry Overview”
were taken from Infield’s databases and other sources available in the public domain. Infield has
advised us that it accurately describes the offshore marine services market, subject to the
availability and reliability of the data supporting the statistical and graphical information
presented. Infield’s methodologies for collecting information and data, and therefore the
information discussed in the report appearing in “Appendix A – Industry Overview”, may differ from
those of other sources, and does not reflect all or even necessarily a comprehensive set of the
actual transactions occurring in the offshore marine services market. Although we, the Over-allotment
Option Provider and the Joint Issue Managers, Bookrunners and Underwriters believe
the information and data in report appearing in “Appendix A – Industry Overview” to be accurate,
we, the Over-allotment Option Provider and the Joint Issue Managers, Bookrunners and
Underwriters have not independently verified the information or data. The source of all tables and
charts in the report appearing in “Appendix A – Industry Overview” is Infield unless otherwise
indicated.
vii
19. CERTAIN DEFINED TERMS AND CONVENTIONS
In this Prospectus, references to “S$” or “Singapore dollars” or “Singapore cents” are to the lawful
currency of the Republic of Singapore, references to “US$”, “U.S. dollars” or “U.S. cents” are to
the lawful currency of the United States of America, references to “Rp.” or “rupiah” are to the lawful
currency of Indonesia, references to “peso” or “Mexican Peso” are to the lawful currency of
Mexico, references to “£” are to the lawful currency of the United Kingdom, references to “C” are
to Euro, the lawful currency of certain nations within the European Union, references to “R” are
to the lawful currency of South Africa and references to “RM” are to the lawful currency of
Malaysia. For the reader’s convenience, unless otherwise indicated, certain U.S. dollar amounts
in this Prospectus have been translated into Singapore dollars based on the exchange rate of
S$1.27 = US$1.00, quoted by Bloomberg L.P. on the Latest Practicable Date. However, such
translations should not be construed as a representation that Singapore dollar or U.S. dollar
amounts have been, could have been or could be converted into U.S. dollars or Singapore dollars,
as the case may be, at the rate indicated, any particular rate or at all. See “Exchange Rates and
Exchange Controls – Exchange Rates” for further information regarding rates of exchange
between the Singapore dollar and the U.S. dollar.
We have included the exchange rate quoted above in its proper form and context in this
Prospectus. Bloomberg L.P. has not provided its consent, for the purposes of Section 249 of the
Securities and Futures Act, to the inclusion of the exchange rate quoted above in this Prospectus,
and is thereby not liable for such information under Sections 253 and 254 of the Securities and
Futures Act. While we, the Over-allotment Option Provider and the Joint Issue Managers,
Bookrunners and Underwriters have taken reasonable actions to ensure that the above exchange
rate has been reproduced in its proper form and context, neither we, the Over-allotment Option
Provider, the Joint Issue Managers, Bookrunners and Underwriters nor any other party has
conducted an independent review of the information or verified the accuracy of the contents of the
relevant information.
All trademarks appearing herein are the property of their respective owners.
In this Prospectus, references to the “Latest Practicable Date” refer to March 25, 2014.
Any discrepancies in any tables, graphs or charts included in this Prospectus between the totals
and the sums of the amounts listed are due to rounding.
The information on our website or any website directly or indirectly linked to our website or the
websites of any of our related corporations or other entities in which we may have an interest is
not incorporated by reference into this Prospectus and should not be relied on.
In this Prospectus, references to our “Company” or “POSH” are to PACC Offshore Services
Holdings Ltd. and, unless the context otherwise requires, “we”, “us”, “our” and “our Group” refer
to PACC Offshore Services Holdings Ltd. and its subsidiaries taken as a whole. Unless the context
otherwise requires, references in this Prospectus to our vessels, fleet, vessel fleet or combined
vessel fleet refer to vessels which POSH and its subsidiaries own, as well as vessels held through
our joint ventures, which we account for as jointly controlled entities using the equity method, and
references to and descriptions of our business in this Prospectus refer to the business carried out
by our Group together with such joint ventures. All references to “our Board of Directors” or “our
Directors” are to the board of Directors of PACC Offshore Services Holdings Ltd.
In this Prospectus, the definitions and explanation of technical terms found in this section and
“Defined Terms and Abbreviations” apply throughout where the context so admits.
viii
20. Our customers named in this Prospectus are generally referred to, in this Prospectus, by their
trade names. Our contracts with these customers are typically with an entity or entities in that
customer’s group of companies.
In addition, unless we indicate otherwise, all information in this Prospectus assumes (i) that the
Over-allotment Option is not exercised; and (ii) that no Offering Shares have been re-allocated
between the International Offering and the Public Offering.
ix
21. CORPORATE INFORMATION
Directors Kuok Khoon Ean (Chairman and Non-Executive
Director)
Seow Kang Hoe, Gerald (Chief Executive Officer
and Executive Director)
Wu Long Peng (Non-Executive Director)
Teo Joo Kim (Non-Executive Director)
Ahmad Sufian @ Qurnain Bin Abdul Rashid
(Independent Director)
Ma Kah Woh (Independent Director)
Jude Philomen Benny (Lead Independent Director)
Wee Joo Yeow (Independent Director)
Company Secretary Tay Cheng Imm Dawn, Bachelor of Laws
Registered Office 1 Kim Seng Promenade, #07-02
Great World City
Singapore 237994
Principal Place of Business 1 Kim Seng Promenade, #06-01
Great World City
Singapore 237994
Company Registration Number 200603185Z
Over-allotment Option Provider Pacific Carriers Limited
1 Kim Seng Promenade, #07-02
Great World City
Singapore 237994
Share Registrar Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Joint Issue Managers, Bookrunners
and Underwriters
DBS Bank Ltd.
12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
Merrill Lynch (Singapore) Pte. Ltd.
50 Collyer Quay
#14-01 OUE Bayfront
Singapore 049321
Oversea-Chinese Banking Corporation Limited
65 Chulia Street #06-00
OCBC Centre
Singapore 049513
x
22. Legal Advisers to our Company and
the Over-allotment Option Provider as
to Singapore law
Allen & Gledhill LLP
One Marina Boulevard #28-00
Singapore 018989
Legal Advisers to our Company
as to Indonesia law
Hadromi & Partners Law Firm
Setiabudi Atrium, 2nd Floor, Suite 209A
Jl. H.R. Rasuna Said Kav. 62
Jakarta 12920, Indonesia
Legal Advisers to our Company
as to Malaysia law
Jeff Leong, Poon & Wong
B-11-8, Level 11, Megan Avenue II
Jalan Yap Kwan Seng
50450 Kuala Lumpur, Malaysia
Legal Advisers to our Company
as to Mexico law
Basham, Ringe y Correa, S.C.
Paseo de los Tamarindos 400-A 9° Piso
Bosques de Las Lomas
México D.F.
Legal Advisers to the Joint Issue
Managers, Bookrunners and
Underwriters as to Singapore law
WongPartnership LLP
12 Marina Boulevard Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982
Legal Advisers to the Joint Issue
Managers, Bookrunners and
Underwriters as to United States
federal securities law
Sidley Austin LLP
Level 31
Six Battery Road
Singapore 049909
Independent Auditors Ernst & Young LLP
Public Accountants and Chartered Accountants
One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner-in-charge: Yee Woon Yim,
Chartered Accountant
Independent Financial Adviser KPMG Corporate Finance Pte Ltd
16 Raffles Quay
#22-00
Hong Leong Building
Singapore 048581
Independent Market Research
Consultant
Infield Systems Limited
Suite 502
1 Alie Street
London E1 8DE
United Kingdom
xi
23. Independent Valuer Clarkson Valuations Limited
St. Magnus House
3 Lower Thames Street
London EC3R 6HE
United Kingdom
Principal Bankers Bank of America NA, Singapore Branch
50 Collyer Quay
#14-01 OUE Bayfront
Singapore 049321
DBS Bank Ltd.
12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
Oversea-Chinese Banking Corporation Limited
65 Chulia Street #06-00
OCBC Centre
Singapore 049513
Receiving Bank DBS Bank Ltd.
12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982
xii
24. SUMMARY
You should read the following summary together with the more detailed information regarding us
and the Offering Shares being sold in this Offering, including our financial statements and related
notes appearing elsewhere in this Prospectus. You should carefully consider, among other things,
the matters discussed in “Risk Factors”.
Overview
We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infield’s data on the number of vessels operated by us and the other
major international providers of global support vessels, with a diversified fleet servicing offshore
oil and gas exploration and production (“E&P”) activities. Our offshore support vessels perform
anchor handling services, ocean towage and installation, ocean transportation, heavy-lift and
offshore accommodation services. Our vessels also provide harbour towage and emergency
response services.
As of December 31, 2013 and as of the Latest Practicable Date, we operated a combined fleet of
112 and 110 vessels, respectively, including 45 and 47 vessels, respectively, owned by our joint
ventures (of which, as of the Latest Practicable Date, one vessel is undergoing conversion into an
accommodation vessel and two vessels are chartered by a joint venture as a charterer on
long-term charters). This combined fleet comprises Anchor Handling Tug Supply Vessels
(“AHTS”), Anchor Handling Tugs (“AHTs”), ocean-towing tugs, Platform Supply Vessels (“PSVs”),
accommodation vessels, utility vessels and crane and deck barges. As of the Latest Practicable
Date, we have on order and scheduled for delivery 15 vessels, comprising two deck cargo barges,
two Azimuth Stern Drive (“ASD”) harbour tugs, three Dynamic Positioning (“DP”) 2 or DP2
accommodation vessels, three DP2 AHTS, two DP3 Semi-Submersible Accommodation Vessels
(“SSAVs”), and three vessels which our joint ventures have on order. In addition, we have one
vessel that is undergoing conversion into an accommodation vessel. Please see “Business –
Vessels to be Delivered” for further details.
Our fleet operates worldwide serving offshore oilfields in Asia, Africa and Latin America. We have
provided vessels and services for projects involving many of the world’s major oil companies, as
well as many large international offshore contractors, such as Saipem, Hyundai Heavy Industries,
Technip and SapuraClough Offshore.
We earn revenue primarily from time charters of our vessels. We also earn significant revenue
from lump-sum project contracts for which our vessels are deployed.
We manage and measure our business performance in four distinct operating segments which are
the Offshore Supply Vessels (“OSV”) Segment, the Transportation and Installation (“T&I”)
Segment, the Offshore Accommodation (“OA”) Segment and the Harbour Services and
Emergency Response (“HSER”) Segment.
See “Business” for further information on our business.
1
25. Our Competitive Strengths
Largest Asia-based international operator with a diversified fleet of offshore support
vessels
We are the largest Asia-based international operator of offshore support vessels and one of the
top five globally, based on Infield’s data on the number of vessels operated by us and the other
major international providers of global support vessels. As of December 31, 2013 and as of the
Latest Practicable Date, we operated a combined fleet of 112 and 110 vessels, respectively,
including 45 and 47 vessels, respectively, owned by our joint ventures (of which, as of the Latest
Practicable Date, one vessel is undergoing conversion into an accommodation vessel and two
vessels are chartered by a joint venture as a charterer on long-term charters). This combined fleet
comprises AHTS, AHTs, ocean-towing tugs, PSVs, accommodation vessels, utility vessels and
crane and deck barges. As of the Latest Practicable Date, we have on order and scheduled for
delivery 15 vessels, comprising two deck cargo barges, two ASD harbour tugs, three DP2
accommodation vessels, three DP2 AHTS, two DP3 SSAVs, and three vessels which our joint
ventures have on order. In addition, we have one vessel that is undergoing conversion into an
accommodation vessel. Please see “Business – Vessels to be Delivered” for further details.
Our large and diverse fleet, coupled with our ability to provide value-added services (such as the
added value in providing transportation services through our T&I Segment together with
positioning and set-up services through our OSV Segment), enables us to deliver comprehensive
solutions to our customers by leveraging on our multi-segment offshore capabilities to actively
cross-sell our services and secure contracts that are otherwise difficult as a single service-provider,
thereby setting us apart and positioning us favourably to compete for tenders. Our
involvement across a wide scope of the offshore oilfield services through our different business
segments enables us to better understand and respond to our customers’ needs and allows us to
anticipate future offshore oilfield service needs. Our diversified fleet and service offerings enable
us to achieve financial performance and resilience during industry downturns. We have been
profitable every financial year since our business expansion in 2007.
We constantly monitor demand for offshore services, charter rates, vessel types and fleet size
through our involvement across the wide scope of offshore oilfield services through our different
business segments. With this knowledge, we are able to optimise the portfolio mix of our fleet in
order to better service our customers and respond in a timely manner to industry trends. For
example, as at the Latest Practicable Date, we have ordered two DP3 SSAVs to cater to the
increased demand for deepwater accommodation vessels. We believe this is a key competitive
advantage that differentiates us from our competitors.
2
26. Global reach with a proven international operating track record
We have a proven international operating track record over many years.
As of the Latest Practicable Date, we have completed 53 floating system (including floating production storage and offloading vessels and structures
(“FPSOs”)) transportation and installation contracts since 1991. Our operational track record allows us to meet the qualifying criteria in tender
processes across various markets. Our diverse fleet of modern vessels allows greater cross-border operability and flexibility to operate in markets
across various regions. Whilst our industry is international, most players often operate within the territorial waters of several different nations, each
with its own unique set of local operational considerations and regulations. We believe we have an advantage over our competitors with our
international track record and experience operating in all the different markets. We believe that the geographical diversification of our operations also
reduces our dependence on and risk exposure to any single geographical market and/or customer.
3
27. Well-positioned to capture market opportunities across all our business segments
We believe that each of our business segments is well-positioned to capture market opportunities.
Offshore Supply Vessels
We are one of the leading Asia-based operators of AHTS and PSVs with a fleet of 14 AHTS and
13 PSVs as at December 31, 2013 and 15 AHTS and 13 PSVs as at the Latest Practicable Date.
According to Infield, we have the youngest deepwater AHTS and PSV fleet and the youngest
midwater AHTS and PSV fleet globally, with an average age of 2.3 and 2.2 years, as at December
31, 2013, respectively. The age profile of our fleet is a key competitive advantage as modern
vessels are often preferred due to better reliability and emphasis on higher environmental and
safety standards.
Our modern deepwater AHTS are well-placed to benefit from the growing demand for deepwater
vessels arising from increased deepwater oil and gas E&P activity across the world. Furthermore,
all of our AHTS and PSVs are equipped with Dynamic Positioning or DP technology which is
increasingly a pre-requisite for most offshore projects.
Transportation and Installation
We are one of Asia’s leading operators providing deepwater towage services for various
high-value offshore assets, such as rigs and FPSOs, and offshore construction, transportation and
support services in the shallow-water segment.
According to Infield, we have one of the largest deepwater AHT fleets in the world ranked by fleet
size. We have built up a track record in completing many demanding and high-value ocean towage
projects, having successfully completed 53 floating system (including FPSOs) transportation and
installation contracts since 1991 as of the Latest Practicable Date. According to Infield, we have
been involved in at least seven of the 35 floating unit installations that have taken place in
Asia-Pacific between 2010 and 2013, including five of the 15 largest in terms of topside weight.
In the first half of 2013, we were awarded the transportation and installation contract for Ichthys
Central Processing Facility (“CP Facility”) as well as the Ichthys FPSO. Once the Ichthys CP
Facility is completed, the structure is expected to be the world’s largest CP Facility installed to
date.
Offshore Accommodation
As at the Latest Practicable Date, we have ordered two 750-person DP3 SSAVs. These vessels
are scheduled to be delivered by the end of 2014. As at the Latest Practicable Date, we are in the
final stages of procuring a charter contract for the commercial deployment of one of the vessels
when it is delivered. The execution of the charter contract is pending the completion of due
approval process of the counterparty. Notwithstanding, there is no assurance that the charter
contract will ultimately be executed by the counterparty. Such vessels are expected to capture the
rising demand for high-capacity and high-specification accommodation vessels specially catering
to the deepwater segment. These vessels will have modern structural designs (including one of
the largest offshore heli decks), technology (such as DP3) and equipment and will be certified as
Comfort Class (DNV Notation (1A1) Ship shaped) by DNV by complying with strict noise and
vibration control requirements. The specifications of these vessels include having a deck space
of 2,000 square metres, a maximum deck load of 3,000 metric tonnes and 390 cabins of one, two
or four persons. According to Infield, as at the close of 2013, there were only three operational
SSAVs with berth capacity of more than 600-person and another three on order or under
4
28. construction (including our two 750-person DP3 SSAVs). According to Infield, upon the delivery of
our two DP3 SSAVs, we will operate the youngest high-berth accommodation vessel fleet in the
world.
As at the Latest Practicable Date, we have also ordered three 238-person DP2 accommodation
vessels, of which two are scheduled to be delivered by the end of 2014 and one is scheduled to
be delivered by the first quarter of 2015. In addition, we have one vessel that is undergoing
conversion into a 198-person accommodation vessel, which is expected to be delivered by the
second quarter of 2014.
When all of the accommodation vessels that are under construction or undergoing conversion are
delivered by 2015, our accommodation capacity will increase from 879 persons as at the Latest
Practicable Date to 3,291 persons (this includes one 191-person accommodation vessel that is
committed for sale after the Latest Practicable Date).
Harbour Services and Emergency Response
Our Harbour Services business has been operating for over 10 years. We own, operate and
manage a fleet of harbour tugs and heavy lift crane barges, which are actively engaged in
supporting harbour towage operators and providing heavy lift services to shipyards engaged in the
construction, and repair and conversion of ships and offshore drilling units, and other offshore
structures and topside production and processing facilities. In November 2013, our subsidiary,
POSH Semco Pte. Ltd. (“POSH Semco”), was granted a public licence by the Maritime and Port
Authority of Singapore (“MPA”) for the provision of towage services to vessels within the limits of
the port and the approaches to the port as described in “Government Regulations”. According to
Infield, we are also one of the two main offshore support vessel operators globally to offer
emergency response services which include salvage, wreck removal, rescue and oil-spill
response services. Emergency, salvage and oil spill response services encompass emergency
assistance to vessels that encounter grounding, collision, incidences of fire and oil spillage as a
consequence of collisions and groundings. In particular, salvage refers to the process of
recovering a vessel, its cargo, or other property after a shipwreck, grounding or other marine
accidents or incidents, and encompasses refloating, towing and recovery of a sunken, grounded
or incapacitated vessel.
Established reputation and long-standing relationships with key oil and gas industry
players
As a result of our proven international operating track record, we have built a strong reputation
and an extensive network of customers including global oil and gas majors and international oil
and gas contractors. Leading global shipyards and offshore engineering companies, such as
Saipem, Hyundai Heavy Industries, Technip and SapuraClough Offshore, also work with us on a
regular basis. Our reputation and long-standing relationships with customers enable us to
compete effectively and continue to grow our business.
Strong parentage
We believe that our Group benefits significantly from being a member of the KSL Group. Our
parent, KSL, shares common heritage with two other holding companies, namely, Kerry Holdings
Limited in Hong Kong and Kuok Brothers Sdn Bhd in Malaysia, in that they were all founded by
the Kuok family, which together with their related companies, are commonly referred to as the
Kuok Group. The Kuok Group is a well-regarded conglomerate with diversified investments in
commodities, hospitality, logistics, real estate and shipping businesses, among others. The Kuok
Group is the single largest shareholding group in listed companies such as Hong Kong-listed
Kerry Properties Limited, Shangri-La Asia Ltd. and SCMP Group Ltd. (publisher of the South
5
29. China Morning Post), Singapore-listed Wilmar International Limited and Malaysia-listed PPB
Group Berhad (“PPB”) and Malaysian Bulk Carriers Berhad (“MBC”). Our parentage makes us a
preferred partner for leading local entities when we enter new markets or form strategic alliances.
As the dedicated offshore support vessel business of the KSL Group, we have ready access to the
affiliated shipyards of the KSL Group. We believe our strategic relationships with these shipyards
will allow us to respond rapidly to changing market dynamics through quick turnaround times for
newbuilds (although there is no publicly available information on the turnaround times for other
shipyards) and manage our own maintenance and refurbishment costs as we enjoy operational
advantages from our ready access to these shipyards such as the ability to gain a closer level of
control and cooperation with the shipyards in terms of design and technical specifications, costing
and procurement of equipment, and delivery timelines, as described below:
• We are actively engaged in determining the design and technical specifications of the
vessels. In this regard, the specifications of the vessels and the identification and costing of
the various engines, parts and technical equipment (including replacement parts and
equipment) are specified by us. We are actively involved in the procurement of such engines,
parts and equipment (including identifying and selecting the suppliers and engaging in
negotiations with such suppliers) prior to the shipyards placing the orders for and importing
these engines, parts and equipment on our behalf for regulatory, operational and logistical
convenience. In this way, we are able to gain a closer level of control over the costing of
engines, parts and equipment (including replacement parts and equipment), which in turn
translates into costs savings.
• We station our technical superintendents in the shipyards as our vessels are being built, to
monitor the construction and to ensure that the construction is correctly carried out in
accordance with our approved designs and specifications and to further ensure timely
delivery.
• Another perspective of timely delivery relates to a scenario where we require vessels for a
specific delivery in the future. This could be due to potential deployment or anticipation of a
supply crunch for certain asset classes due to various reasons (for example, aging vessels
scheduled for scrap etc.), and in this regard, not all shipyards may have available berths and
capacity space to meet such future deliveries.
• Not all shipyards are willing to build vessels to bespoke design specifications and have
separate arrangements on the equipment package; instead, they prefer to build repeat
designs, to benefit from their experience and economies of scale and gain discounts for their
own benefit from equipment suppliers and manufacturers.
Our transactions with the KSL Group are conducted on an arm’s length basis, as further detailed
in the section on “Interested Person Transactions and Potential Conflicts of Interest”.
Highly-experienced and committed management team with a proven track record
We have a committed, experienced and highly-qualified management team led by our Chief
Executive Officer and Executive Director, Mr. Seow Kang Hoe, Gerald who has more than 40
years of experience in the shipping industry (including 15 years of sea-going experience and more
than 20 years of senior management experience), as further described in “Management –
Directors”. Our Executive Officers come with varied and synergistic backgrounds – including
Engineering, Marine and Finance – which enable them to lead and manage our Company.
6
30. Our management team includes 12 shore-based Master Mariners and 23 Chief Engineers with an
aggregate sea-going experience of more than 600 years, as at the Latest Practicable Date. The
depth and diversity of our management’s technical and operational expertise and experience
enable us to identify, evaluate and capitalise on market opportunities and to better anticipate
industry trends and invest in relevant assets to respond to our customers’ needs. In this regard,
we have successfully expanded the scale of our fleet in terms of both capabilities and size (the
vessels we operate grew from 98 vessels as at December 31, 2011 to 110 vessels as at the Latest
Practicable Date, of which, as of the Latest Practicable Date, one vessel is undergoing conversion
into an accommodation vessel). Our extensive experience and expertise in marine operations,
marine engineering and fleet management allow us to proactively manage our fleet and achieve
a high level of reliability, safety and efficiency in our operations.
Recognising the technical capabilities required to operate and manage the two 750-person DP3
SSAVs which we have ordered as at the Latest Practicable Date and which are scheduled for
delivery by the end of 2014, we have established an internationally-experienced management
team with a proven track record. Heading this team is our Project Director, Operations, with more
than 30 years of experience in North Sea and Latin America, including 17 years of handling
day-to-day operations for four SSAVs.
Strategy
Broaden fleet diversification
We look to continue to diversify our fleet and leverage on our multi-segment offshore capabilities
to actively cross-sell our services and secure contracts that would otherwise be difficult as a
single-service provider.
We are enhancing our market-leading positions in each of our OSV, T&I and HSER Segments (as
further described under “– Our Competitive Strengths – Well-positioned to capture market
opportunities across all our business segments”), and also the capabilities of our OA Segment, by
currently expanding our fleet through the acquisition of larger and more sophisticated vessels. As
of the Latest Practicable Date, we have on order and scheduled for delivery 15 vessels,
comprising two deck cargo barges, two ASD harbour tugs, three DP2 accommodation vessels,
three DP2 AHTS, two DP3 SSAVs, and three vessels which our joint ventures have on order. In
addition, we have one vessel that is undergoing conversion into an accommodation vessel. With
respect to the OA Segment, recognising the technical capabilities required to operate and manage
the DP3 SSAVs, we have established an internationally-experienced management team with a
proven track record (as further described under “– Our Competitive Strengths – Highly-experienced
and committed management team with a proven track record”). With respect to the
HSER Segment, in November 2013, our subsidiary, POSH Semco, was granted a public licence
by the MPA for the provision of towage services to vessels within the limits of the port and the
approaches to the port as described in “Government Regulations”. Please see “Business –
Vessels to be Delivered” for further details, including details on the contracted delivery date.
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Capital Expenditures and Divestments” for further details on our contractual
commitments relating to vessels which our Company and our subsidiaries have on order and
scheduled for delivery and how such committed future capital expenditures are expected to be
funded.
We adopt investment management processes in evaluating our fleet expansion plans. Factors
which determine the level and timing of our fleet expansion include our assessment of the market
demand and cost of investment for new vessels, our ability to secure attractive charter rates and
7
31. our expected return on investment. By adhering to a disciplined and structured set of criteria for
evaluating and determining the need for fleet expansion, we are able to maintain a sustainable
growth model.
Separately, we continue to upgrade our existing assets through our fleet optimisation programme
to further enhance our competitiveness and ability to secure new and more complex contracts.
Under the fleet optimisation programme, we may dispose of older and/or lower-specification
vessels that are less efficient to operate and upgrade existing vessels with more sophisticated
technology and equipment. We may also acquire or build new vessels to optimise the number and
mix of vessels within the fleet. For example, we have upgraded a DP1 AHTS into a DP2 AHTS.
In addition, as at the Latest Practicable Date, we have one vessel that is undergoing conversion
into an accommodation vessel. Please see “Business – Vessels to be Delivered” for further
details, including details on the contracted delivery date. Please also see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Capital Expenditures
and Divestments” for further details on our contractual commitments relating to vessels which our
Company and our subsidiaries have on order and scheduled for delivery and how such committed
future capital expenditures are expected to be funded. In this way, we continue to respond to our
customers’ requirements and are likely to secure charters at higher charter rates.
Expand into deepwater offshore accommodation and other high-growth asset classes
We intend to actively expand our fleet and venture into new market opportunities, such as
deepwater offshore accommodation, that are expected to be in high demand going forward.
Our two SSAVs that are scheduled to be delivered by the end of 2014 were specially designed with
additional ancillary features to enhance the vessels’ overall functionality. The two vessels are
being constructed using modern structural designs and are equipped with the latest technology
and specifications. Some key features include their DP3 technology, telescopic gangway, wide
deck area and a moon-pool which provide us with the flexibility to expand into the Inspection,
Maintenance and Repair (“IMR”) segment in the future. The IMR segment comprises routine
inspection, maintenance and repair work to ensure system integrity and continued performance of
offshore assets, including subsea facilities and installations. In particular, such work could involve
a combination of services such as survey and maintenance of pipelines, support for diving,
structural inspections, support for laying cables and hoses, bolt inspection and replacement,
support for drilling, light inspection work, support for the maintenance of offshore infrastructures
and well stimulation. As at the Latest Practicable Date, we are in the final stages of procuring a
charter contract for the commercial deployment of one of the vessels when it is delivered. The
execution of the charter contract is pending the completion of due approval process of the
counterparty. Notwithstanding, there is no assurance that the charter contract will ultimately be
executed by the counterparty.
Aside from our high-capacity and high-specification offshore accommodation vessels, we are
exploring entry into IMR services to complement our range of deepwater offshore services. These
services complement our Company’s OSV services by allowing our Company to provide additional
value-added services (for instance, divers to conduct inspection and survey of deepwater
structures) to customers of the OSV Segment in respect of deepwater structures that our
Company has provided OSV services for. In connection with this, we are currently exploring the
feasibility of acquiring new asset classes such as IMR vessels. In December 2013, our Board of
Directors gave in-principle approval for a capital expenditure budget of US$291.5 million which is
mainly for the further expansion of our fleet (including the acquisition of multifunctional support
vessels (“MSVs”)) (as further described in “– Maintaining our growth momentum” below). Save for
the foregoing, as at the Latest Practicable Date, our Company has not identified any specific IMR
assets to be acquired. A decision to invest in these IMR assets has not yet been made and will
be subject to completion of our feasibility study on the provision of such services, including a study
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