SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES...

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SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES(OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES)

REGULATIONS 2005

OFFER INFORMATION STATEMENT

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.

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 thecontents 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 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 months after the date of lodgement of this Offer Information Statement.

SWIBER HOLDINGS LIMITED(Incorporated in the Republic of Singapore)

(Company Registration Number: 200414721N)

PROPOSED PLACEMENT OF UP TO 55,350,000 NEW ORDINARY SHARES(THE “PLACEMENT SHARES”) IN THE CAPITAL OF SWIBER HOLDINGS LIMITED

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: 26 June 2007

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TABLE OF CONTENTS

Page

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

GLOSSARY OF TECHNICAL TERMS .................................................................................................. 6

PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS......................................................... 7Directors........................................................................................................................................... 7Advisers ........................................................................................................................................... 8Registrars and Agents ...................................................................................................................... 8

PART III: OFFER STATISTICS AND TIMETABLE ................................................................................ 9Offer Statistics .................................................................................................................................. 9Method and Timetable ...................................................................................................................... 9

PART IV: KEY INFORMATION ........................................................................................................... 12Use of Proceeds from Offer and Expenses Incurred........................................................................ 12Information on the Relevant Entity .................................................................................................. 14

PART V: OPERATING AND FINANCIAL REVIEW AND PROSPECTS ............................................... 22Operating Results........................................................................................................................... 22Financial Position............................................................................................................................ 29Liquidity and Capital Resources...................................................................................................... 31Trend Information and Profit Forecast or Profit Estimate ................................................................. 33Significant Changes........................................................................................................................ 47

PART VI: THE OFFER AND LISTING................................................................................................. 48Offer and Listing Details.................................................................................................................. 48Plan of Distribution.......................................................................................................................... 50

PART VII: ADDITIONAL INFORMATION ............................................................................................ 52Statements by Experts.................................................................................................................... 52Consents from Issue Managers and Underwriters ........................................................................... 52Other Matters ................................................................................................................................. 53

PART VIII: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF DEBENTURES OR UNITS OF DEBENTURES ................................................................................................................ 53

PART IX: ADDITIONAL INFORMATION REQUIRED FOR CONVERTIBLE DEBENTURES ............ 53

PART X: ADDITIONAL INFORMATION REQUIRED FOR OFFER OF SECURITIES BY WAY OF RIGHTS ISSUE................................................................................................................ 53

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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

"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 subsidiary entities 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;

(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.

"Board of Directors", "Board" or “Directors"

: The board of directors of the Company as at the date of this Offer Information Statement

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"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

"EPS" : Earnings per Share

"FY" : Financial year ended or ending 31 December (as the case may be)

"Group" : The Company, its Subsidiaries and Associated Companies

"Latest Practicable Date" : 25 June 2007, being the latest practicable date prior to the lodgement of this Offer Information Statement

"Listing Manual" : The listing manual of the SGX-ST, as amended or modified from time to time

"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 entered into between the Company and the Placement Agent on 26 June 2007 in relation to the Placement

"Placement Price" : S$2.1748 per Placement Share

"Placement Shares" : Up to 55,350,000 new Shares to be issued and offered pursuant to the Placement

"Offer Information Statement"

: This document issued by the Company in connection with the Placement, including, where the context admits, any supplementary or replacement document which may be issued by the Company in connection with the Placement

"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, Cap. 289 of Singapore, as amended or modified from time to time

"SGX-ST" : Singapore Exchange Securities Trading Limited

"Shares" : Ordinary shares in the share capital of the Company

“Share Option Scheme” : Swiber Employment Share Option Scheme

“Share Plan” : Swiber Perfomance Share Plan

"Subsidiary" : The meaning ascribed to it in Section 5 of the Companies Act

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“Subscribers” : The subscribers of the Placement Shares to be procured by the Placement Agent pursuant to the Placement Agreement

“1Q” : Three-month period ended 31 March

Currencies, Units and Others

"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.

“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

"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

"jack-up barge" : A barge fitted with steel support legs that can be raised or lowered. A drilling rig can be mounted on the deck of the barge for shallow water drilling. When the jack-up barge is towed into position over the drilling site, the legs of the barge are jacked down on the seabed, causing the barge to be raised above the water to the required height.

“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 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

"SPM" : Single point mooring

"tug" : A self-propelled vessel which may be used to tow or push other vessels

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PART II: IDENTITY OF DIRECTORS, ADVISERS AND AGENTS

Directors

1. Provided 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 Managing Director

19 Beechwood GroveSingapore 738088

Jean Pers Executive Director 80 Bayshore Road Costa Del Sol #22-26Singapore 469989

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

Francis Wong Chin Sing Executive Director 353 Upper Paya Lebar Road Singapore 534388

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.

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 Lim Associates (Pte) Ltd3 Church Street #08-01 Samsung HubSingapore 049483

Receiving Banker Not applicable

Issue Manager Not applicable. No manager has been appointed by the Company for the Placement.

Underwriter Not applicable. See name and address of Placement Agent below.

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

Legal adviser to the Placement

WongPartnership One George Street #20-01Singapore 049145

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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 55,350,000 Placement Shares representing 15.0% of the issued and paid-up share capital of the Company of 369,000,000 Shares as at the Latest Practicable Date.

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, distributions or 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 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 endeavours to subscribe and pay and/or procure subscribers and payment for up to 55,350,000 New Shares at the Placement Price for each New Share.

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

(a) 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;

(b) the allotment, issue and subscription of the Placement Shares not being prohibited by any statute, order, rule, regulation, ruling, directive or request promulgated or issued after the date of this Agreement by any legislative, executive or regulatory body or authority (including the SGX-ST, the Monetary Authority of Singapore and the Securities Industry Council) which is applicable to the Company or the Placement Agent; and

(c) on the completion date, the representations and warranties of the Company 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 under the Placement Agreement 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) (save for any notes to be issued pursuant to a medium-term note programme) or Shares (save for any Shares to be issued pursuant to the Company’s 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 24 July 2007 (being a date falling four (4) calendar weeks after signing of the Placement Agreement) 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.

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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 for which the Placement Agent has subscribed or procured subscription for less the commission payable to the Placement Agent and any tax thereon, by bank transfer to such account of the Company with such bank in Singapore as the Company may designate or cashier's order or bank draft issued by a licensed bank in Singapore made out in favour of the Company,

In the event that any of the conditions to the completion of the Placement is not satisfied on or before the Cut-off Date, the Placement Agreement will terminate and neither party shall have any claim against the other.

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.

Upon the completion of the Placement Agreement, the Company shall:

(i) allot and issue the Placement Shares to the Subscribers and/or CDP for the account of each of the Subscribers and/or their respective nominees with the relevant number of Placement Shares as notified by the Placement Agent;

(ii) deliver, or procure to be delivered, to CDP and/or the Subscribers the share certificates registered in the name of CDP and/or the Subscribers for the Placement Shares; and

(iii) instruct CDP to credit the Securities Accounts of the Subscribers and/or their respective nominees with the relevant number of Placement Shares as notified by the Placement Agent.

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.

Not applicable.

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 subscribe and/or procure the Subscribers on a best endeavours basis pursuant to the Placement Agreement. The Company will announce the completion of the Placement (including the number of Placement Shares for which the Placement Agent has procured subscription) on the SGXNET.

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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 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 the Placement Agent procure Subscribers for all the 55,350,000 Placement Shares, the estimated net proceeds of the Placement to be received by the Company, after deducting estimated expenses incurred in connection with the Placement, are expected to be approximately S$117.3 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$117.3 million (after deducting expenses relating to the Placement and assuming that the Placement Agent procures subscription for all the 55,350,000 Placement Shares).

The Company intends to use the Net Proceeds in the following manner:

(i) approximately S$77.3 million for the expansion of its fleet of vessels for its offshore marine support services and EPCIC projects; and

(ii) the balance 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.

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Pursuant to the Placement Agreement, the Placement Agent has agreed to subscribe and/or procure Subscribers for the Placement Shares on a best endeavours basis. Accordingly, the Placement is not underwritten on a firm commitment basis. Although in the reasonable opinion of the Directors, there is no minimum amount which must be raised by the Company from the Placement for purpose of the items above, in the event the Placement is cancelled or terminated, such amount is proposed to be provided out of the Group's internally generated funds, external borrowings and other fund raising exercises.

To fund its business growth and enhance its financial strength and flexibility, apart from the Placement, the Company is also considering other financing options including inter alia sale-and-leaseback transactions and/or establishing a medium-term note programme.

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 55,350,000 Placement Shares) is set out below:

Intended usesApproximate amount

(S$ million)

Approximate % of gross proceeds from

Placement(%)

Expansion of fleet of vessels for offshore marine support services and EPCIC projects

77.3 64.2

General working capital 40.0 33.2Estimated expenses 3.1 2.6

Total 120.4 100.0

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.

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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.

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 is 2.5% of the Placement Price (and Goods and Services Tax thereon) for each Placement Share for which the Placement Agent procures subscription and payment upon completion of the Placement.

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 : 171 Chin Swee Road #02-12 San Centre Singapore 169877

Tel : (65) 6223-6151

Fax : (65) 6533-6448

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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 Group is an integrated offshore EPCIC contractor with in-house offshore marine support capabilities.

Offshore EPCIC

As offshore EPCIC contractor, the Group offers a full suite of engineering, procurement, construction, installation and commissioning services which are customised to cater to the different needs of its customers in the oil and gas industry. Such offshore EPCIC services include (a) the engineering design and installation of offshore pipelines; (b) the engineering design and/or installation of mooring systems for FSOs or FPSOs; (c) the engineering design, fabrication and/or installation of SPM buoys; and (d) the transportation, launch and/or installation of components (such as topsides or jackets) in an offshore production platform at offshore production sites. The Group also provides offshore EPCIC services for the maintenance, servicing and refurbishment of existing SPM buoys and their mooring systems.

Offshore Marine Support

The Group's offshore marine support business provides offshore support vessels for charter to its customers. The offshore marine support business complements its offshore EPCIC business by supplying offshore EPCIC customers with offshore support vessels (including logistics support).

As at the Latest Practicable Date, the Company has the following Subsidiaries and Associated Companies:

Name of Subsidiaries Country of

IncorporationEffective

Equity Held (%)

Principal Activities

PT Swiber Berjaya(1) Indonesia 80.0 Vessel owning and chartering

Swiber Offshore Marine Pte. Ltd.(2)

Singapore 100.0 Vessel owning and chartering

Swiber Offshore Construction Pte. Ltd.(3)

Singapore 100.0 Offshore marine engineering

Swiber Marine (Malaysia)Sdn Bhd

Malaysia 100.0 Offshore marine engineering and vessel

chartering

Swiber Engineering Ltd(4) Malaysia (Labuan)

100.0 Offshore marine engineering and vessel

chartering

Held by Swiber Offshore Marine Pte. Ltd.

Swiber Marine Pte Ltd Singapore 100.0 Vessel chartering

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Name of Subsidiaries Country ofIncorporation

Effective Equity Held

(%)


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

Pte. Ltd.

Name of Associate Companies Country ofIncorporation

Effective Equity Held

(%)


OBT Holdings Pte. Ltd. Singapore 30.0 Investment holding

Swiwar Offshore Pte. Limited Singapore 50.0 Vessel owning and chartering

Held by OBT Holdings Pte. Ltd.

Accius Trading Pte. Ltd. Singapore 30.0 Ship owning and ship chartering

Finesse Shipping Pte. Ltd. Singapore 30.0 Ship owning and ship chartering

Offshore Bulk Terminal Pte. Ltd. Singapore 30.0 Ship owning and ship chartering

Notes:

(1) Formerly known as PT Swisko Berjaya.

(2) Formerly known as Swiber Offshore Pte Ltd.

(3) Formerly known as Apecs Offshore Pte Ltd.

(4) Formerly known as Apecs Engineering Limited.

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

FY2004

In 2004, the Group assisted Mineral Energy Pte. Ltd ("Mineral Energy") in designing a floating offloading facility for the transhipment of coal from their coal barges to the export bulk carriers. Consequently in September 2004, the Group entered into a joint venture agreement with Mineral Energy for the provision of coal transhipment services from their barges to the export bulk carriers, pursuant to which, the Group's subsidiary, Swiber Offshore Construction Pte. Ltd. (“Swiber Offshore Construction”) acquired 30.0% of the issued and paid-up capital of OBT Holdings Pte. Ltd., the joint venture company set up pursuant to the joint venture agreement. Under the joint venture, both

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Mineral Energy and Swiber Offshore Construction agreed to co-operate to carry on the business of providing bulk handling and transhipment services for Mineral Energy's coal mine located in Indonesia for a period of ten years.

The Group also expanded their offshore EPCIC operations to Thailand when Swiber Offshore Construction provided consultancy services to PTT Exploration and Production Public Co. Ltd, for the review, inspection and analysis of their maintenance programme for the mooring systems of FSOs in the Bongkot fields in Thailand for an approximate sum of US$105,000.

FY2005

In 2005, the Group entered the offshore oil and gas industry in India after being awarded a contract of approximately US$843,000 by Engineers India Limited (an EPCIC contractor) for various offshore support services, including the transportation of pipelines from a fabrication yard in Mumbai, India to an offshore oil and gas exploration site near Mumbai, India.

Additionally, the Group purchased six vessels, comprising five barges and one anchor handling tug supply boat, for an aggregate sum of approximately US$10.22 million.

The Group was also awarded their first offshore EPCIC contract in Indonesia with TAC Pertamina PT. Pertalahan Arnebatara Natuna worth approximately US$2.6 million. The Group engineered and installed a SPM buoy and the mooring system for an FSO, conducted surveys of the work site as well as provided project management, safety and risk analysis and other marine support services for an oil and gas exploration project situated at the Udang Block offshore oil and gas field in the Natuna Sea in Indonesia.

The Group also commenced EPCIC business operations in India in May 2005 when Swiber Marine (Malaysia) Sdn Bhd (“Swiber Marine (Malaysia)” entered into an offshore EPCIC contract with Sime Sembcorp Engineering Sdn Bhd as a sub-subcontractor for the engineering, fabrication, transportation and launch of a jacket at an offshore site near Mumbai, India. The Group also designed and customised a barge to transport the components of a jacket and transported the components of the jacket on the customised barge from Malaysia to India.

FY2006

In June 2006, the Group expanded the scope of offshore EPCIC services when 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 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 additional four 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.

18

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 3-year charter contract in December 2006 and a US$14.0 million 3-year charter contract in January 2007 which included a 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.

Material changes in the affairs of the Group since the end of FY2006 to the Latest Practicable Date

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, 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.

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”), executed 2 letters of intent with Raffles Offshore AS and Orchard Offshore AS (the “Buyers”) which were companies established by R.S. Platou Finans Shipping A.S., pursuant to which the parties establish intention to sell certain of the Group’s vessels to the Buyers and lease back to the Group for a period of 8 to 10 years (“Sale & Lease-back Arrangements”). In May 2007, the Group entered into 5 Memoranda of Agreements in relation to the Sale & Lease-back Arrangements in respect of a pipe laying barge and 4 anchor handling, towing and supply vessels.

In April 2007, the Group registered a branch office in Brunei under its wholly-owned subsidiary, Swiber Offshore Construction to facilitate the Group’s operations in Brunei and, in the long run, establish and strengthen business relationship with Brunei.

In May 2007, through its wholly-owned subsidiary, Swiber Engineering, the Group successfully entered into a Letter of Agreement (“LOA”) 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 LOA, 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, Swiber Offshore Construction, executed 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.

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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 Company's issued and paid-up share capital is US$31,634,000.00 comprising 369,000,000 Shares. The Company does not have any loan capital.

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:

Direct Interest Deemed Interest

Number of Shares % (1) Number of Shares % (1)

Goh Kim Teck 61,666,667 16.7 - -

Jean Pers 35,000,000 9.5 - -

Yeo Chee Neng 35,000,000 9.5 - -

Yeo Holdings Private Limited (2) (3) - - 38,000,000 10.3

Yeo Kian Teong Alex (3) - - 38,000,000 10.3

Yeo Chong Lin (3) - - 38,000,000 10.3

Hendrik Eddy Purnomo 20,000,000 5.4 - -

Radiant City Limited 50,000,000 13.6 - -

Swissco International Limited (2) (3) 38,000,000 10.3 - -

Notes:

(1) Based on 369,000,000 issued Shares as at the Latest Practicable Date.

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

(3) By virtue of Section 7 of the Companies Act, Mr Yeo Kian Teong Alex and Mr Yeo Chong Lin are deemed to be interested in the Shares through their respective interests in Yeo Holdings Private Limited.

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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;

Initial Public Offering

In connection with its public listing on the Main Board of the SGX-ST on 8 November 2006, the Company undertook an initial public offering of 94,000,000 Shares at an issue price of S$0.355 for each Share (“IPO”), raising total net proceeds of approximately S$30.97 million.

On 22 June 2007, the Company announced that all of the proceeds raised from the IPO had been fully utilised for the intended purposes as disclosed in the Company’s prospectus dated 27 October 2006.

Share Plan and Share Option Scheme

On 29 September 2006, the Company has approved and adopted the Share Plan and the Share Option Scheme. As at the Latest Practicable Date, there is no outstanding Shares or options issued and/or set aside pursuant to the aforementioned and accordingly, there are no unissued reserved shares.

Loan Agreements

Between 2 March 2007 and 21 March 2007, the Company entered into various loan agreements ("Loan Agreements") with various lenders (the "Lenders"), pursuant to which the Lenders agreed to extend loans for the aggregate principal amount of S$7.3 million (“Loans”) to the Company for, inter alia, the financing in part of the working capital requirements of projects to be undertaken by the Group.

The Loans are repayable one (1) year after the dates of their respective advances, between 2 March 2007 to 27 March 2007, with an interest of nine (9) per cent. per annum. At the option of the Lenders, the Company may repay or prepay the Loans either by cash or by the allotment and issue of Shares, such number of Shares to be determined by dividing the principal sum of the Loans by an amount equivalent to

21

90% of the volume-weighted average price for trades in the Shares done on the SGX-ST for the full market day immediately preceding the date of the announcement of the repayment or prepayment (as the case may be).

On 25 June 2007, the Company and each of the Lenders agreed to terminate the Loan Agreements pursuant to which the Company has paid an aggregate sum of S$7.8 million to the Lenders as full and final settlement of the Loans.

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 thecase 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 (2) years preceding the date of lodgement of this Offer Information Statement save for the following:

(i) the subscription agreement dated 1 October 2005 entered into between the Company and Radiant City Limited pursuant to which Radiant City Limited subscribed for an aggregate of 3,000,000 ordinary shares in the capital of the Company at the issue price of S$2.34 per ordinary share;

(ii) the restructuring agreement dated 25 August 2005 entered into between the Company, Goh Kim Teck, Yeo Chee Neng, Hendrik Eddy Purnomo and Swissco International;

(iii) the supplemental restructuring agreement dated 21 April 2006 entered into between the Company, Goh Kim Teck, Yeo Chee Neng, Hendrik Eddy Purnomo and Swissco International Limited;

(iv) the management and underwriting agreement dated 27 October 2006 entered into between the Company, Westcomb Capital Pte Ltd and Westcomb Securities Pte Ltd in connection with the IPO;

(v) the placement agreement dated 27 October 2006 entered into between the Company, Westcomb Capital Pte Ltd and Westcomb Securities Pte Ltd in connection with the IPO;

(vi) the joint venture agreement dated 8 December 2006 entered into between Swiber Marine Pte. Ltd. and Calox Consultants FZ LLC pursuant to which Swiwar Offshore Pte. Limited, a 50-50 joint venture company was set up to jointly market and provide offshore marine support services in India;

(vii) the five (5) Memoranda of Agreements dated 8 May 2007 entered into between Swiber Engineering and Swiber Offshore Marine with each of the Buyers in relation to the Sale & Lease-back Arrangements;

(viii) the Loan Agreements as described in paragraph 9(g) above, and the termination agreements dated 25 June 2007 in respect of the Loan Agreements; and

(ix) the Placement Agreement 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 the audited combined income statement of the group, for each financial year (being one of the 3 most recent completed financial years) for which that statement has been published; and

(b) any interim 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 FY2004, FY2005 and FY2006 and the unaudited consolidated profit and loss statements of the Group for 1Q2006 and 1Q2007 are set out below:

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FY2004 FY2005 FY2006 1Q2006 1Q2007(Audited) (Audited) (Audited) (Unaudited) (Unaudited)US$’000 US$’000 US$’000 US$’000 US$’000

Revenue 9,597 18,400 66,772 6,318 19,320Cost of Sales (6,069) (10,669) (51,462) (3,956) (14,008)Gross Profit 3,528 7,731 15,310 2,362 5,312Other operating income

411 739 3,602 320 604

Administrative expenses

(865) (1,909) (4,731) (571) (1,777)

Other operating expenses

(526) (343) (1,030) (232) (32)

Share of profits of associates

110 521 377 112 128

Finance costs (13) (105) (550) (75) (233)Profit before tax

2,645 6,634 12,978 1,916 4,002

Income tax expense

(168) (456) (838) (122) (360)

Profit for the year / period

2,477 6,178 12,140 1,794 3,642

Attributable to:Equity holders of the Company

2,475 6,166 12,129 1,816 3,652

Minority interests

2 12 11 (22) (10)

2,477 6,178 12,140 1,794 3,642

Weighted average number of Shares

n.m. (2) 267,399,267 (3) 280,482,192 250,000,000 369,000,000

EPS (US cents) n.m. (2) 2.31 4.32 0.73 0.99Weighted number of Shares adjusted for the Placement

n.m. (2) 322,749,267 335,832,192 305,350,000 424,350,000

EPS as adjusted for the Placement (1)

(US cents)

n.m. (2) 1.91 3.61 0.59 0.86

Dividend per Share (US$)

- 0.08 (4) - - -

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Notes:

(1) The EPS as adjusted for the Placement was computed based on the weighted average number of Shares in issue during FY2005, FY2006 and 1Q2007, and (i) assuming that all the 55,350,000 Placement Shares had been subscribed for; (ii) assuming that the Placement was completed and the Placement Shares were issued at the beginning of each of the respective financial years/period; (iii) do not take into account the effects of the use of proceeds from the Placement; and (iv) on the basis that no adjustment has been made for any change in the weighted average number of Shares in issue during FY2005, FY2006 and 1Q2007.

(2) “n.m.” denotes not meaningful, the Company only had two shares in FY2004 after incorporation on 14 November 2004.

(3) EPS is calculated based on the weighted average number of shares adjusted for the share split of consolidation of every six ordinary shares in the share capital into one ordinary share and the subsequent sub-division of every one ordinary share in the share capital into 100 ordinary shares in 29 September 2006.

(4) During FY2005, the Company declared interim dividends of US$1,201,000 to its shareholders representing US$0.08 per Share. This dividend was fully paid on 20 March 2006.

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 FY2005 compared to FY2004

Revenue

The Group's revenue increased by approximately US$8.80 million or 91.7% from US$9.60 million in FY2004 to US$18.40 million in FY2005. This increase was mainly attributable to increases in revenue of approximately US$3.03 million from the offshore EPCIC business and US$5.77 million from the offshore marine support business.

The increase in revenue from the offshore EPCIC business was mainly attributable to the Group securing new contracts for the launching of a jacket for an oil production platform and the installation of SPM buoys, amounting to approximately US$4.88 million and US$2.60 million respectively.

The increase in revenue from the offshore marine support business was mainly attributable to an increase in the size of the vessel fleet (from five vessels as at 31 December 2004 to 13 vessels as at 31 December 2005), an increase in the charter rates of vessels (resulting from increased market demand of vessels due to the upswing in the offshore oil and gas industry and the size and spread of vessels that the Group can provide) and the securing of contracts with new customers in new areas of operations.

25

Revenue from customers in Malaysia, Indonesia and Singapore increased by approximately US$2.06 million, US$2.17 million and US$1.33 million respectively mainly due to the upswing of the offshore oil and gas industry. In addition, the Group secured contracts from customers in new areas as the Group's revenue from other regions increased by approximately US$3.25 million.

Gross profit and gross profit margin

Gross profit increased by approximately US$4.20 million or 119.1%, from US$3.53 million in FY2004 to US$7.73 million in FY2005. This was mainly due to the increase in total revenue. Gross profit margin increased by approximately 5.2%, from 36.8% in FY2004 to 42.0% in FY2005 and this was attributable to increase in gross profit margins for both the offshore EPCIC business and the offshore marine support business.

Gross profit margin from the offshore EPCIC business increased by approximately 13.6%, from 19.4% in FY2004 to 33.0% in FY2005 and this was mainly due to the Group being able to command higher contract sums (as the Group was able to take on more complex projects) and the decrease in the amount of sub-contracted work (as the Group was able to complete more work internally). Gross profit margin for the offshore marine support business increased by approximately 2.0%, from 44.3% in FY2004 to 46.3% in FY2005.

Other operating income

Other operating income increased by approximately US$328,000 or 79.8%, from US$411,000 in FY2004 to US$739,000 in FY2005. This increase was mainly due to an increase in foreign exchange gains of approximately US$288,000.


Administrative expenses increased by approximately US$1.05 million or 120.8%, from US$865,000 in FY2004 to US$1.91 million in FY2005. This increase in administrative expenses was due mainly to an increase in directors’ remuneration of approximately US$548,000, an increase in consultancy and professional fees of US$147,000, an increase in payroll related expenses of US$104,000 and an increase in travelling expenses of US$101,000. Directors’ remuneration and payroll related expenses increased from approximately US$236,000 in FY2004 to US$900,000 in FY2005, attributable to an upward revision of salaries. Consultancy and professional fees increased from approximately US$108,000 in FY2004 to US$255,000 in FY2005, attributable to increase in expenses incurred in relation to the corporate restructuring exercise undertaken by the Group. In line with the expansion of business operations, our traveling expenses increased from approximately US$83,000 in FY2004 to US$184,000 in FY2005.


Other operating expenses decreased by approximately US$183,000 or 34.8%, from US$526,000 in FY2004 to US$343,000 in FY2005. This decrease was mainly attributable to a decrease in provision for doubtful debts and a decrease in general expenses. Provision for doubtful debts decreased by approximately US$91,000, as there was a write-back of US$24,000 of doubtful debts that was provided for in FY2004. General expenses decreased by approximately US$68,000, mainly due to a decrease in expenses on public relations activities in FY2005.

26

Share of profit of associated company

Share of profit of associated company increased by approximately US$411,000 or 373.6%, from US$110,000 in FY2004 to US$521,000 in FY2005. This increase was mainly due to the full year recognition of profits from OBT Holdings Pte. Ltd..

Finance costs

Finance costs increased by approximately US$92,000 or 707.7%, from US$13,000 in FY2004 to US$105,000 in FY2005. This was mainly due to higher interest expenses arising from loans for the purchase of vessels.

Profit before tax and profit before tax margin

Profit before tax increased by approximately US$3.98 million or 150.2%, from US$2.65 million in FY2004 to US$6.63 million in FY2005. This increase in profit before tax was mainly due to the increase in revenue, the less than proportionate increase in cost of sales, the increase in other operating income, the decrease in other operating expenses and the increase in contribution from an associated company.

Profit before tax margins increased by approximately 8.5%, from 27.6% in FY2004 to 36.1% in FY2005. This was mainly due to the less than proportionate increase in cost of sales, the increase in other operating income, the decrease in other operating expenses and the increase in contribution from an associated company as described above.

Performance review for FY2006 compared to FY2005

Revenue

The Group's revenue increased by approximately US$48.37 million or 262.9% from US$18.40 million in FY2005 to US$66.77 million in FY2006. The increase was mainly attributable to an increase in revenue of approximately US$40.86 million from the offshore EPCIC business and US$7.51 million from the offshore marine support business.

Offshore EPCIC services is a growing segment for the Group and was the main contributor to the Group's FY2006 revenue. Boosted by the Group's efforts to secure Offshore EPCIC projects with larger contract values, revenue from this business segment increased by 688.5% to US$46.80 million in FY2006 as compared to US$5.93 million in FY2005.

Offshore marine support services segment revenue increased 60.3% to US$19.98 million in FY2006. This segment, however, experienced a decrease in revenue contribution as a percent to the total revenue of the Group, as a result of significant increase in offshore EPCIC revenue.

Revenue from customers in Malaysia, Indonesia and Singapore increased by approximately US$34.22 million, US$1.99 million and US$8.65 million respectively, mainly due to the upswing in the offshore oil and gas industry and major offshore EPCIC contracts secured in Malaysia. Customers from other region contributed to an increase of approximately US$3.51 million.


Gross profit increased by approximately US$7.58 million or 98.0%, from US$7.73 million in FY2005 to US$15.31 million in FY2006. Gross profit margin decreased by approximately 19.1%, from 42.0% in FY2005 to 22.9% in FY2006. The decrease in

27

gross profit margin was mainly attributed to the increase in usage of third party vessels such as derrick crane barges for the Group's EPCIC projects during the year.


Other operating income increased by approximately US$2.86 million or 387.4%, from US$793,000 in FY2005 to US$3.60 million in FY2006. This increase was mainly due to gain on disposal of plant and equipment and brokerage fee of US$821,000 and US$2.00 million respectively.


Administrative expenses increased by approximately US$2.82 million or 147.8%, from US$1.91 million in FY2005 to US$4.73 million in FY2006. This increase was due to an increase in directors’ remuneration of approximately US$1.11 million, an increase in payroll related expenses of US$821,000, an increase in traveling expenses of US$248,000 and an increase in depreciation of US$234,000. The higher directors’ remuneration and payroll related expenses were attributable to an upward revision of salaries and an increase in headcount. Traveling expenses increased from approximately US$184,000 in FY2005 to US$432,000 in FY2006 while depreciation expenses increased from US$43,000 in FY2005 to US$277,000 in FY2006.


Other operating expenses increased by approximately US$687,000 or 200.3%, from US$343,000 in FY2005 to US$1.03 million in FY2006. This increase was mainly attributable to an increase in provision for doubtful debts and exchange loss. Provision in doubtful debts increased from US$32,000 in FY2005 to US$107,000 in FY2006.


Share of profit of associated company decreased by approximately US$144,000 or 27.6%, from US$521,000 in FY2005 to US$377,000 in FY2006. This decrease was due mainly to the reduction in chartering of vessels as a result of reduction in tonnage shipment.

Finance costs

Finance costs increased by approximately US$445,000 or 423.8%, from US$105,000 in FY2005 to US$550,000 in FY2006. This was due mainly to higher interest expenses arising from loans for the purchase of vessels.


Profit before tax increased by approximately US$6.34 million or 95.6%, from US$6.63 million in FY2005 to US$12.98 million in FY2006. This increase was in tandem with the increase in the Group's revenue.

Performance review for 1Q2007 compared to 1Q2006

Revenue

The Group's revenue increased by US$13.00 million or 205.8% from US$6.32 million to US$19.32 million. The increase was mainly attributable to an increase in revenue from the offshore EPCIC business.

The increase in revenue from offshore EPCIC business was primarily due to additional pipeline work and the completion of final phase of the project in Malaysia while the increase in revenue from offshore marine support business was mainly due to charter

28

income for providing spread of vessels for the transportation of jackets and decks for our project in India.


Gross profit increased by approximately US$2.95 million or 124.9% from US$2.36 million in 1Q2006 to US$5.31 million in 1Q2007. Gross profit margin decreased by approximately 9.9%, from 37.4% in 1Q2006 to 27.5% in 1Q2007.


Other operating income increased by approximately US$284,000 or 88.8%, from US$320,000 in 1Q2006 to US$604,000 in 1Q2007, mainly due to exchange gain.


Administrative expenses increased by approximately US$1.21 million or 211.2%, from US$571,000 in 1Q2006 to US$1.77 million in 1Q2007. This increase was due to an increase in directors’ remuneration of approximately US$88,000, an increase in payroll related expenses of US$521,000 and an increase in business development expenses of US$114,000, an increase in depreciation of US$88,000 and an increase in professional fee of US$196,000. The higher directors’ remuneration and payroll related expenses were attributable to an upward revision of salaries and an increase in headcount. The other mentioned administrative expenses increased in tandem with the increase in the Group’s business activities.


Other operating expenses decreased by approximately US$200,000 or 86.2%, from US$232,000 in 1Q2006 to US$32,000 in 1Q2007, mainly due to exchange loss.


Share of profit of associated company increased by approximately US$16,000 or 14.3%, from US$112,000 in 1Q2006 to US$128,000 in 1Q2007.

Finance costs

Finance costs increased by approximately US$158,000 or 210.7%, from US$75,000 in 1Q2006 to US$233,000 in 1Q2007. This was due mainly to higher interest expenses arising from loans for the purchase of plant and equipment.


Profit before tax increased by approximately US$2.09 million or 108.9%, from US$1.92 million in 1Q2006 to US$4.00 million in 1Q2007. This increase was in tandem with the increase in the Group's revenue.

29

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 2006 and the unaudited consolidated balance sheet of the Group as at 31 March 2007 are set out below:

As at As at 31 December 2006 31 March 2007

(Audited) (Unaudited)US$'000 US$’000

ASSETSCurrent assets:Cash and bank balances 11,489 5,945Trade receivables 28,927 40,167Other receivables 3,753 8,624Assets held for sale 3,564 2,891Total current assets 47,733 57,627

Non-current assets:Property, plant and equipment 38,582 47,827Associate 2,855 2,983Joint venture 1,800 1,800Deferred tax assets 19 19Other assets 11 5Total non-current assets 43,267 52,634

Total assets 91,000 110,261

30

As at As at 31 December 2006 31 March 2007

(Audited) (Unaudited)US$'000 US$’000

LIABILITIES AND EQUITYCurrent liabilities:Bank loans 4,376 9,826Trade payables 19,736 19,855Other payables 10,168 18,571Current portion of finance leases 49 57Income tax payable 261 505Total current liabilities 34,590 48,814

Non-current liabilities:Bank loans 6,409 7,701Finance leases 427 487Employee benefit liabilities 40 40Deferred tax liabilities 489 491Total non-current liabilities 7,365 8,719

Capital reserves and Minority interest:Share capital 31,634 31,634Retained earnings 16,784 20,436Translation reserve 49 90Equity attributable to equity holders of the Company 48,467 52,160

Minority interests 578 568Total equity 49,045 52,728

Total liabilities and equity 91,000 110,261

Number of Shares in issue 369,000,000 369,000,000

Net asset value per Share (1) (US cents) 13.13 14.14

Number of Shares as adjusted for the Placement

424,350,000 424,350,000

Net asset value per Share as adjusted for the Placement (2) (US cents) 29.64 30.51

Notes:

(1) Net asset value per Share is computed based on the net asset value (excluding minority interests) divided by the number of Shares in issue as at end of the relevant financial year/period.

(2) The net asset value per Share as adjusted for the Placement was computed based on the number of Shares in issue as at end of each of the respective financial year/period and assuming that (i) all the 55,350,000 Placement Shares had been subscribed for; and (ii) the Placement was completed and the Placement Shares were issued at the end of each of the respective financial year/period.

31

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 FY2006 and the unaudited consolidated cash flow statement of the Group for 1Q2007 is set out below:

FY2006 1Q2007(Audited) (Unaudited)US$’000 US$’000

Net cash from / (used in) operating activities 11,819 (3,663)

Net cash used in investing activities (28,466) (8,655)

Net cash from financing activities 23,115 6,282

Net effect of foreign exchange rate changes on consolidation of subsidiaries 235 41

Net increase / (decrease) in cash and cash equivalents 6,703 (5,995)

Cash and cash equivalents at beginning of year / period 2,740 9,443

Cash and cash equivalents at end of year / period 9,443 3,448

FY2006

The Group generated cash inflows from operating activities before working capital changes of approximately US$13.25 million during FY2006. This was however offset by an increase in working capital requirements of approximately US$0.42 million, income taxes paid of approximately US$0.51 million and interest paid of approximately US$0.50 million, resulting in net cash inflows relating to operating activities of approximately US$11.82 million.

The increase in working capital requirements was a result of an increase in trade receivables of approximately US$23.66 million, offset by a decrease in trade payables of approximately US$15.12 million, a decrease in other payables of approximately US$8.01 million, a decrease in other receivables of approximately US$0.09 million and a decrease in other assets of approximately US$0.02 million.

The Group incurred net cash outflows relating to investing activities of approximately US$28.47 million. During FY2006, the Group purchased plant and equipment of approximately US$33.33 million and non-current assets held for sale of approximately US$2.02 million as well as invested in a joint venture amounting to approximately

32

US$1.80 million. This was partially offset by proceeds from disposal of plant and equipment of approximately US$8.33 million, dividends received from an associate of approximately US$0.30 million and interest income of approximately US$0.05 million.

The Group generated net cash inflows from financing activities of approximately US$23.12 million. During FY2006, the Group received approximately US$22.34 million from the issuance of new Shares, proceeds from bank loans of approximately US$7.62 million and contribution from minority interest for the increase in share capital of a subsidiary of approximately US$0.03 million. This was partially offset by dividends paid of approximately US$1.20 million, repayment of bank loans of approximately US$1.52 million, pledged deposits made of approximately US$2.01 million, expenses incurred at the IPO of approximately US$2.12 million and repayment of obligations under finance leases of approximately US$0.01 million.

1Q2007

The Group generated cash inflows from operating activities before working capital changes of approximately US$4.27 million during 1Q2007. This was however offset by an increase in working capital requirements of approximately US$7.58 million, income taxes paid of approximately US$0.11 million and interest paid of approximately US$0.23 million, resulting in net cash outflows relating to operating activities of approximately US$3.66 million.

The increase in working capital requirements was a result of an increase in trade receivables of approximately US$11.24 million and an increase in other receivables of approximately US$4.87 million, partially offset by a decrease in other payables of approximately US$8.40 million, a decrease in trade payables of approximately US$0.12 million and a decrease in other assets of approximately US$0.01 million.

The Group incurred net cash outflows relating to investing activities of approximately US$8.66 million. During 1Q2007, the Group purchased plant and equipment of approximately US$9.68 million. This was partially offset by proceeds from disposal of plant and equipment of approximately US$1.00 million and interest income of approximately US$0.02 million.

The Group generated net cash inflows from financing activities of approximately US$6.28 million. During 1Q2007, the Group received proceeds from bank loans of approximately US$7.16 million. This was partially offset by repayment of bank loans of approximately US$0.42 million, pledged deposits made of approximately US$0.45 million and repayment of obligations under finance leases of approximately US$0.01 million.

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 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.

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

The increased level of offshore oil and gas exploration, development and production is expected to continue to increase the demand for the Group’s offshore EPCIC services. The growth in offshore EPCIC business is expected to translate into higher demand for the Group’s offshore marine support operations.

The Group is strengthening its market position in the Asia Pacific and Middle East to ride on the increasing level of offshore oil and gas exploration activities in the region. The Group will also continue to aggressively invest in new vessels. As at the Latest Practicable Date, the Group owns and/or operates 16 vessels, comprising of 8 tugs, 6 barges, 1 jack-up barge and 1 crane barge. In addition, 12 new vessels, comprising of 8 tugs, 3 barges and 1 pipelay barge, are currently under construction/conversion. As and when opportunities arise, the Group plans to acquire additional vessels using the Net Proceeds from the Placement.

To fund its business growth and enhance its financial strength and flexibility, apart from the Placement, the Company is also considering other financing options including inter alia sale-and-leaseback transactions and/or establishing a medium-term note programme. The Company is continually exploring sources of debt and equity funding

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to fuel its expansion and growth. As and when any such options are finalised, the Company will make the appropriate announcements.

As at 31 March 2007, the Group has total outstanding order book of approximately US$176.0 million.

With the positive outlook of the offshore oil and gas industry and barring unforeseen circumstances, the Directors are confident that the Group is able to secure more contracts in transportation and installation of offshore production structures.

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 for offshore exploration, development and production.

If there is a sustained period of substantially reduced capital expenditure in the oil and gas industry and/or a significant reduction 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 will 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

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customers cannot obtain the necessary licences to engage in exploration, development and production activities in the relevant areas.

(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 would 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 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 would 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 customer

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

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(e) 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 bythe 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 would adversely affect the results of the Group’s operations and financial position.

(f) 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. 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 P&I 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.

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(g) 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 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.

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

The Group’s charter contracts 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 vessel is 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.

(i) 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 margins for 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.

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(j) 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.

(k) 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 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 will 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.

(l) 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 will 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 will 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

39

proceedings, loss of use of its vessels may have an adverse impact on its financial position.

(m) 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 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.

(n) 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.

(o) 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.

(p) 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

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dividends, future fund-raising exercises and other financial and operational matters.

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 will 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 will 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 will 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 will 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 Committee guidelines in Malaysia

The Foreign Investment Committee (the “FIC”) has issued the Guideline On The Acquisition Of Interests, Mergers and Take-Overs By Local and Foreign Interests (the “Guideline”). The Guideline applies to, amongst others, any proposed acquisition of interest by (a) any foreign interest of 15.0% or more of the voting right of any local company or business in Malaysia; or (b) any associated or non-associated group of foreign interests, in aggregate of 30.0% or more of the voting rights of any local company or business in Malaysia. A general guide on the FIC’s policy for shareholding spread requires a 30.0% bumiputra (Malaysia indigenous individuals) participation in a company.

The Group’s subsidiaries in Malaysia are Swiber Marine (Malaysia) and Swiber Engineering. The Guideline does not apply to Swiber Engineering, as it is incorporated in the Federal Territory of Labuan under the Offshore Companies Act 1990 and is governed by the laws and regulations of the Federal Territory of Labuan, which do not impose any foreign shareholding restrictions on Swiber Engineering. The approval of the FIC in respect of the Group’s 100.0% shareholdings in Swiber Marine (Malaysia) was not obtained when it was acquired by the Company (which is a foreigner pursuant to the Guideline).

The Guideline does not have the force of law as it is not promulgated under any legislation or as regulations under any statute law. Therefore, there are no statutory penalties or legal sanctions for breach or non-compliance with the Guideline. However, Swiber Marine (Malaysia) may face certain inconveniences as the Guideline may be enforced by way of administrative actions in Malaysia. For instance, some government departments require a copy of the relevant approval of the FIC to be attached as a supporting document for processing of the relevant applications made by Swiber Marine (Malaysia), such as applications for work permits or employment passes, the approving of transfers of land or real property to Swiber Marine (Malaysia) if it acquires any land or real property in Malaysia and the remittance of funds by Swiber Marine (Malaysia) to shareholders who are non-resident 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.

Notwithstanding that the Guideline presently does not have the force of law, any future changes in law may result in the Group being subject to fines or other punitive actions imposed by the governmental authorities in respect of its shareholdings in Swiber Marine (Malaysia).

If necessary, the Executive Directors may consider and will, if required to do so in the future, submit an application for the approval of the FIC in respect of the Group’s 100.0% shareholdings in Swiber Marine (Malaysia). However, it is possible that the FIC may impose certain conditions in respect of its application. For instance, the Group may be required to dilute its shareholdings in Swiber Marine (Malaysia) to the extent that it may hold only 70.0% equity (or such other percentage shareholding as the FIC may specify) and divest within a certain period stipulated by the FIC to 30.0% of the equity (or such other percentage shareholding as the FIC may specify) to bumiputra shareholders. In such event, the contribution from Swiber Marine (Malaysia) to the Group’s business would be adversely affected. This would adversely affect the results of the Group’s operations, financial performance and financial position.

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(h) PT Swiber Berjaya is affected by shareholding restrictions for foreign investment in Indonesia

Foreign investments in Indonesia are processed and approved by the Investment Coordinating Board (Badan Koordinasi Penanaman Modal or “BKPM”). Pursuant to the negative investment list based on the Presidential Decree 96/2000 in connection with Decree No. 118/2000, the shipping industry in Indonesia is a business field which is only open to foreign investment under the condition of a joint venture between foreign and national participation. The Group’s Subsidiary in Indonesia, PT Swiber Berjaya, is a foreign investment shipping company approved by the BKPM based on BKPM Approval No. 128/v/PMA/2000 dated 23 August 2000 in connection with Deed No. 4 dated 7 May 2003 made by Robert Purba S.H. Notary in Jakarta which has been approved by the Ministry of Justice by virtue of No. C. 12237. HT01.04.TH 2003 dated 3 June 2003.

Prior to the Restructuring Exercise, the BKPM had approved a shareholding spread among foreign participation and national participation in the ratio of 80.0% (held by Goh Kim Teck, Yeo Chee Neng and Swissco International Limited) to 20.0% (held by Hendrik Eddy Purnomo) on 15 October 2004, in connection with Deed No. 7 dated 3 November 2003 made before H.M. Afdal Gazali, S.H. Notary in Jakarta.

PT Swiber Berjaya is required to maintain its shareholding spread among foreign participation and national participation in the ratio of 80:20 in order to maintain its shipping company business licence, which is necessary for PT Swiber Berjaya to conduct its business operations in sea transportation for domestic andforeign routes in Indonesia. The shipping company business licence will also enable PT Swiber Berjaya to operate Swisko Phoenix, a vessel registered under the flag of Indonesia.

On 19 August 2005, the Minister of Transportation of the Republic of Indonesia issued Letter No. PM302/2/5 PHB-2005 regarding Confirmation on Sea Transportation Services (the “2005 Letter”) to the BKPM, stating that the maximum foreign shareholding composition in shipping companies is 49.0%. As such, the BKPM has adopted a guideline that all foreign investment shipping companies are to have a shareholding spread among foreign participation and national participation in the ratio of 49:51 in order to obtain or maintain or renew their shipping company business licences.

Pursuant to the Restructuring Exercise, the Company acquired 80.0% of the shareholdings in PT Swiber Berjaya from Goh Kim Teck, Yeo Chee Neng and Swissco International Limited. The remaining 20.0% of the shareholdings in PT Swiber Berjaya is still held by Hendrik Eddy Purnomo. The approval of the BKPM in respect of the Group’s 80.0% shareholdings in PT Swiber Berjaya has been obtained based on BKPM Approval No. 273/III/PMA/2006 dated 7 March 2006 (the “BKPM March 2006 Approval”) and in connection with Deed No. 24 dated 13 March 2004 made before HM Afdal Gazali in Jakarta. However, the BKPM March 2006 Approval requires PT Swiber Berjaya to increase its national participation to at least 51.0%.

Pursuant to a letter to PT Swiber Berjaya dated 10 May 2006 (No.160/A.6/2006), the BKPM has confirmed that PT Swiber Berjaya may, in accordance with the written statement from Hendrik Eddy Purnomo (as president director of PT Swiber Berjaya) dated 9 May 2006, increase its national participation to at least 51.0% within a period of two years from 10 May 2006. If PT Swiber Berjaya does not increase its national participation to at least 51.0% within such period, it may not be able to maintain its shipping company business licence, which is necessary for the conduct of its business operations in sea transportation for

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domestic and foreign routes in Indonesia and the operation of its vessel, Swisko Phoenix (as disclosedabove).

The Company will reduce its shareholdings in PT Swiber Berjaya as soon as possible after it finds a suitable purchaser for its 31.0% shareholdings in PT Swiber Berjaya, on terms which are commercially acceptable to the Company and Hendrik Eddy Purnomo. To the extent that it is commercially feasible, the Company will, when it reduces its shareholdings in PT Swiber Berjaya from 80.0% to 49.0%, enter into a shareholding agreement with Hendrik Eddy Purnomo and the other shareholders of PT Swiber Berjaya in the future, pursuant to which the Company will be allowed to nominate a majority to the board of directors of PT Swiber Berjaya. Hence, the Company will be able to retain management control over PT Swiber Berjaya.

The guideline adopted by BKPM pursuant to the 2005 Letter will also apply to any new foreign investment shipping company which is incorporated and/or acquired by the Group in Indonesia to the extent that its shareholdings in such companies cannot exceed 49.0%. The Indonesian government may also introduce new laws and regulations or changes to existing laws and regulations which are applicable to foreign investment in Indonesia, or to the shipping industry in Indonesia, which could affect the Group’s operations in Indonesia and adversely affect the profitability of the Group.

(i) The Group is affected by political risks in countries where it operates

Some of the countries in which the Group operate in have been affected by political upheavals, internal strife, civil commotions and terrorist attacks. The recurrence of these political and social conditions in countries where it currently or may in the future operate, will affect its ability to provide services to its customers in certain countries. The Group’s vessels may also be subject to seizure and arrest as a result of political and social conditions, or government actions against it or its customers. Such conditions will affect the ability of the Group’s offshore support vessels to call on the ports of certain countries and its ability to provide offshore EPCIC services to customers with operations in such countries. Mandatory government actions or restrictions on vessels calling on the ports of countries in which the Group or its customers operate, foreign exchange controls, investment restrictions, national procurement policies which favour indigenous companies, or such other government actions, will affect its ability to provide services to customers and may also affect the ability of its customers to meet their payment obligations to the Group. Insurance premiums for its operations and vessels will increase in the face of increased political risks in the countries where the Group or its customers operate. If such risks develop into actual events, the Group’s operations and profitability will be adversely affected.

(j) The Group is exposed to risks inherent in international operations

Most of the Group’s revenue is derived from operations outside Singapore. The scope and extent of its operations outside Singapore exposes the Group to the risks inherent in doing business abroad. These risks include currency exchange rate fluctuations, devaluations, and restrictions on currency repatriation; unfavourable taxes, tax increases, and retroactive tax claims; the disruption of operations from labour and political disturbances; insurrection or war that may disrupt or limit markets; expropriation or seizure of the Group’s property; nullification, modification or renegotiation of existing contracts; regional economic downturns; and import/export quotas and other forms of public and governmental regulation. The Group cannot predict the nature of foreign governmental regulations applicable to its operations that may be enacted in the future. This increases the Group’s exposure to risks in specific countries

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where it might otherwise have the equipment and technical ability to compete. These risks could have a material adverse effect on its financial condition and results of operation.

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.

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.


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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.


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.


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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 2007 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 1Q2007.

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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 lodgment of the offer information statement, the method by which the offer price is to be determined must be explained.

Placement Price : S$2.1748 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 Share subscribed 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) Not applicable. The Shares have been listed for quotation on the SGX-ST for less than twelve (12) months immediately preceding the Latest Practicable Date.

(b) The Shares were first listed on the SGX-ST on 8 November 2006. The price range of the Shares traded on the SGX-ST for each calendar month immediately preceding the Latest Practicable Date and for the period from 1 June 2007 to the Latest Practicable Date, are as follows:

Price RangeHigh Low(S$) (S$)

Month

November 2006 1.070 0.490December 2006 1.070 0.860January 2007 0.985 0.825February 2007 1.420 0.840March 2007 1.340 1.060April 2007 1.930 1.290May 2007 2.010 1.7001 June 2007 to the Latest Practicable Date

2.430 1.630

Source: Bloomberg L. P. (1)

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Notes:

(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.

(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) 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 whatsoever and rank pari passu in all respects with the Shares existing as at the date of issue of the Placement Shares except for any dividends, distributions or entitlements the record date of which falls before such date of issue.

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 subscribe and/or procure subscriptions and payment for the Placement Shares on a best endeavours 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 or sell or procure subscriptions or make an invitation for or in respect of the Placement Shares to or by any person who (to the best of such Placement Agent’s knowledge, information and belief and after having made due and careful enquiries) falls within Rule 812(1) of the Listing Manual unless such subscription is otherwise agreed to by the SGX-ST.

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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 purports to 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.

Not applicable.

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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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This Offer Information Statement is dated this 26th day of June 2007

DIRECTORS

We confirm that we have satisfied ourselves as to the accuracy of the matters stated in this Offer Information Statement relating to Swiber Holdings Limited and the sufficiency of the evidence supplied in support thereof.

Goh Kim Teck Jean Pers

Yeo Chee Neng Francis Wong Chin Sing

Yeo Jeu Nam Tay Gim Sin Leonard

Oon Thian Seng

SIXTEENTH SCHEDULE OF THE SECURITIES AND FUTURES...

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