SIP1310011 Project Eagle Prelim(1506)C

7/27/2019 SIP1310011 Project Eagle Prelim(1506)C

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ThisisaPreliminaryPros

pectus.

Theinformationcontainedhereinisnotcomplete

andissubjecttofurtherupdates,changes,amendmentsandcompletioninthefinalProspectustobeissuedby

theCompanyandregisteredbytheAuthority.

Intheeven

twherethefinalProspectusdiffersina

materialaspectfromthisPreliminaryProspectus,wewilltakereasonablestepston

otifyyouofhowthefinalProspectusdiffersfromthisPreliminaryProspectus.

UndernocircumstancesshallthisPreliminaryProspectusconstituteanoffertoselloranysolicitationofanoffertobuyanysecurities,

norshalltherebeanysale

ofsecuritiesonthebasisofthisPreliminaryProspectusinanyjurisdictioninwhichsuchoffer,solicitationorsalew

ouldbeunlawful,priortoregistration,qualificationorexemptionunderthesecuritieslawsofsuchjurisdiction.

This

PreliminaryProspectushasbeenlodged

withtheAuthoritywhotak

esnoresponsibilityforitscontents.

Certaininformation(

includingdatesandtimes)andstatementsinthisPreliminaryProspectusrefertoeventswhichhavenotoccurred

orbeencompleted,andmayormaynothavecompleted

orbeencompletedbythetimethefinal

Prospectusisregisteredb

ytheAuthority,whichmayormaynotoccur.Wemayno

tselltheInvitationSharesuntilthefinalProspectusisde

liveredinfinalform.

Apersontowhom

acopyofthisPreliminaryProspectusisissuedmustnotcirculatethiscop

ytoanyotherperson.

Byacceptingthis

PreliminaryProspectus,y

ouagreetobeboundbytherestrictionssetoutherein.

THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL PROSPECTUS TO BEISSUED BY PACIFIC RADIANCE LTD. AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (THE AUTHORITY). THISPRELIMINARY PROSPECTUS DATED 28 OCTOBER 2013 IS LODGED WITH THE AUTHORITY ON 28 OCTOBER 2013.

IMPORTANT NOTE

Neither this Preliminary Prospectus nor any copy of it may be taken or transmitted into any country where the distribution or dissemination of thisPreliminary Prospectus is prohibited.

This Preliminary Prospectus is being furnished to you on a confidential basis and solely for your information, and may not be reproduced, disclosed,circulated or otherwise distributed to any other person. By accepting this Preliminary Prospectus, you agree to be bound by the limitations and restrictionsdescribed herein.

This Preliminary Prospectus does not constitute an offer or invitation to subscribe for any securities and neither this Preliminary Prospectus nor anythingcontained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contract or binding legalcommitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Prospectus. No offer or invitationto subscribe for any Shares to which this Preliminary Prospectus relates shall be made or received on the basis of this Preliminary Prospectus.No agreement to subscribe for any Shares to which this Preliminary Prospectus relates shall be made on the basis of this Preliminary

Prospectus. The information in this Preliminary Prospectus is subject to further verification of, and updating, revisions, amendments and completion inthe final Prospectus. Any decision to subscribe for securities must be made solely on the basis of information contained in the final prospectus or otheroffering document which may be issued by Pacific Radiance Ltd., which information may be different from the information contained in this PreliminaryProspectus.

This Preliminary Prospectus has been lodged with the Authority. The Authority assumes no responsibility for the contents of this Preliminary Prospectus.Lodgement of this Preliminary Prospectus with the Authority does not imply that the Securities and Futures Act (as defined herein), or any other legalor regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as thecase may be, being offered, for investment. The Prospectus in its final form may be registered by the Authority between the 7th and 21st day from thedate of lodgement of this Preliminary Prospectus unless the Authority extends the period (the Exposure Period), and upon the provision of certaininformation by us to the Authority required under the Securities and Futures Act.

The purpose of this Exposure Period is to enable the examination of this Preliminary Prospectus by market participants prior to raising offunds. The examination may result in identification of deficiencies in this Preliminary Prospectus and in these circumstances, this PreliminaryProspectus may be amended. Any reference in this document to the term Prospectus shall, unless the context otherwise requires, refer toPreliminary Prospectus.

PROSPECTUS DATED [] 2013(Registered by the Monetary Authority of Singapore on [] 2013)

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.

We have applied to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for quotation of all the ordinaryshares (the Shares) in the capital of Pacific Radiance Ltd. (the Company) already issued, the new Shares (the New Shares or the InvitationShares) which are the subject of this Invitation (as defined herein), the new Shares to be issued to United Overseas Bank Limited (the UOB Shares)pursuant to the UOB Loan Agreements (as defined herein), the Over-allotment Shares (as defined herein) which may be issued upon the exercise of theOver-allotment Option (as defined herein) and the Shares which may be issued or transferred upon the release of the share awards to be granted underthe Pacific Radiance Performance Share Plan (the Performance Shares). Such permission will be granted when we have been admitted to the OfficialList of the Main Board of the SGX-ST. The dealing in and quotation of our Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, the issue of the New Shares (including any Over-allotment Shares (if the Over-allotmentOption is exercised)) and upon permission being granted by the SGX-ST to deal in the listing of and for quotation of all our existing issued Shares, theNew Shares (including any Over-allotment Shares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares. Ifpermission is not granted for any reason, monies paid in respect of any application accepted will be returned to you at your own risk, without interestor any share of revenue or other benefit arising therefrom, and you will not have any claim against us, the Joint Issue Managers, the Joint GlobalCo-ordinators, the Joint Bookrunners and the Joint Underwriters.

In connection with the Invitation, our Company has granted United Overseas Bank Limited as stabilising manager (the Stabilising Manager) theOver-allotment Option to subscribe for up to [] Over-allotment Shares (which represents approximately []% of the Invitation Shares) at the InvitationPrice (as defined herein) exercisable in whole or in part on one or more occasions prior to the expiry of (whichever is earlier): (i) the date falling 30 daysfrom the Listing Date; or (ii) the date the Stabilising Manager or its appointed agent(s) purchased on the SGX-ST an aggregate of up to [] Sharesrepresenting up to approximately []% of the Invitation Shares to undertake stabilising actions solely for the purpose of covering over-allotments (if any)of the Invitation Shares made in connection with the Invitation. The total number of issued Shares immediately after the completion of the Invitation (andprior to the exercise of the Over-allotment Option in full) will be [] Shares. If the Over-allotment Option is exercised in full, the total number of issuedShares will increase by [] Shares to [] Shares.

We have received a letter of eligibility-to-list from the SGX-ST for our Shares, the New Shares (including any Over-allotment Shares (if the Over-allotmentOption is exercised)), the UOB Shares and the Performance Shares. The SGX-ST assumes no responsibility for the correctness of any of the statementsmade, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the Main Board of the SGX-ST is not to be taken as

an indication of the merits of the Invitation, our Company, our Subsidiaries (as defined herein), our Shares, the New Shares (including any Over-allotmentShares (if the Over-allotment Option is exercised)), the UOB Shares and the Performance Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority) on 28 October 2013 and []respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not implythat the requirements of the Securities and Futures Act (as defined herein), or any other legal or regulatory requirements, have been complied with. TheAuthority has not, in any way, considered the merits of our Shares and the New Shares (including any Over-allotment Shares (if the Over-allotment Optionis exercised)), as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction.

The investment in our Shares involves risks which are described in the section entitled Risk Factors of this Prospectus. Potential investorsin our Company are advised to read the section entitled Risk Factors of this Prospectus and the rest of this Prospectus carefully and to seekprofessional advice if in doubt.

No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of thisProspectus by the Authority.

PACIFIC RADIANCE LTD.(Company Registration No.: 200609894C)(Incorporated in the Republic of Singapore on 6 July 2006)

Invitation in respect of [] Invitation Shares (subject to the Over-allotment Option) comprising [] New Shares asfollows:

(a) [] Offer Shares (as defined herein) at S$[] each by way of public offer; and

( b) [] Placement Shares (as defined herein) at S$[] each by way of placement, comprising:

(i) [] Placement Shares; and

(ii) [] Reserved Shares (as defined herein) reserved for our Independent Directors (as defined herein),employees, business associates and those who have contributed to the success of our Group, payable infull on application.

Joint Issue Managers and Joint Global Co-ordinators

Joint Bookrunners and Joint Underwriters

Applications should be received by [] on [], or such other date and time as our Company may, in consultation with the JointIssue Managers and Joint Global Co-ordinators, decide, subject to any limitation under all applicable laws and regulationsand the rules of SGX-ST.


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CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 8

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . 21

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3

OVERVIEW OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

OUR COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

OUR BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . 24

OUR CONTACT DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 6

LISTING ON THE SGX-ST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

INVITATION STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 4

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 6

SELLING RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 0

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2

USE OF PROCEEDS AND LISTING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5

EXCHANGE RATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3

SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 74

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . 74

CONSOLIDATED BALANCE SHEETS OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . 75

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6

OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

REVIEW OF OPERATING RESULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

NEGATIVE WORKING CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

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INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

CAPITAL EXPENDITURE AND DIVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

FOREIGN EXCHANGE MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

CONTINGENT LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

SIGNIFICANT ACCOUNTING POLICY CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 02

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

OUR CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP . . . . . . . . . . . . . . . . . 109

MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

ASSOCIATED COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114

OUR HISTORY AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

OUR BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

MARKETING AND BUSINESS DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

CREDIT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

OUR OPERATING ASSETS AND UTILISATION RATES . . . . . . . . . . . . . . . . . . . . . . . 142

QUALITY ASSURANCE AND SAFETY MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . 145

CORPORATE SOCIAL RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

GOVERNMENT REGULATIONS, PERMITS AND LICENCES . . . . . . . . . . . . . . . . . . . 150

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

PROSPECTS, TRENDS AND ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 51

PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151

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TRENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

ORDER BOOK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 53

EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 60

DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 63

MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . 175

EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

RELATED EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF

INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

PAST INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180

PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . 182

REVIEW PROCEDURES FOR INTERESTED PERSON TRANSACTIONS . . . . . . . . . 182

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 88

NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188

REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189

AUDIT COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

BOARD PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192

PACIFIC RADIANCE PERFORMANCE SHARE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 93

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 06

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206

ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213

MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213

FINANCIAL CONDITION AND OPERATIONS OF OUR GROUP . . . . . . . . . . . . . . . . . 214

INFORMATION ON DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING

SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 214

LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216

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M AN AG EM EN T A GR EE ME NT A ND U ND ERW RI TI NG A ND P LA CE ME NT

AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218

CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219

RESPONSIBILITY STATEMENT BY OUR DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . 219

DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219

APPENDIX A : AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE

FINANCIAL YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012 . . A-1

APPENDIX B : UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013 . . . . . . . . . . . . . . . . B-1

APPENDI X C : UNAUDI TED PRO F ORMA CONSOLI DATED FINANCIAL

INFORMATION OF PACIFIC RADIANCE LTD. AND ITSSUBSI DI ARI ES FOR T HE FINANCIAL YEAR ENDED 31

DECEMBER 2012 AND THE SIX MONTHS ENDED 30 JUNE 2013 . C-1

APPENDIX D : SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION

OF OUR COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D -1

APPENDIX E : DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . E -1

APPENDIX F : TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

AND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F -1

APPENDIX G : TAXATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G -1

APPENDIX H : SUMMARY OF THE RELEVANT LAWS AND REGULATIONS . . . . . H-1

APPENDIX I : RULES OF THE PACIFIC RADIANCE PERFORMANCE SHARE

PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I -1

TABLE OF CONTENTS

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BOARD OF DIRECTORS : Mr Pa ng Yok e Min, Executive Chairman

Mr Mok Weng Vai, Executive Director

Mr Pang Wei Meng, Executive Director

Mr Lau Boon Hwee, Executive Director

Mr Yong Yin Min, Non-Executive Director

Mr Ng Tiong Gee, Lead Independent Director

Ms Ooi Chee Kar, Independent Director

Mr Goh Chong Theng, Independent Director

Mr Wong Meng Hoe, Independent Director

Mr Choo Boon Tiong, Independent Director

JOINT COMPANY SECRETARIES : Ms Lin Moi Heyang, ACIS

Ms Low Mei Wan, ACIS

REGISTERED OFFICE : 15 Pandan Road

Singapore 609263

JOINT ISSUE MANAGERS AND

JOINT GLOBAL CO-ORDINATORS

: United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

UOB Kay Hian Private Limited

8 Anthony Road

#01-01

Singapore 229957

JOINT BOOKRUNNERS AND

JOINT UNDERWRITERS

: United Overseas Bank Limited

80 Raffles PlaceUOB Plaza

Singapore 048624


8 Anthony Road

#01-01

Singapore 229957

DBS Bank Ltd.

12 Marina Boulevard, Level 46

DBS Asia Central @ MBFC Tower 3

Singapore 018982

Oversea-Chinese Banking Corporation Limited

65 Chulia Street

#09-00 OCBC Centre

Singapore 049513

AUDITORS AND REPORTING

AUDITORS

: Ern st & Yo ung LL P

One Raffles Quay

North Tower, Level 18

Singapore 048583

Partner-in-Charge: Mr Max Loh Khum Whai

(Chartered Accountant, a member of theInstitute of Singapore Chartered Accountants)

CORPORATE INFORMATION

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LEGAL ADVISERS TO OUR

COMPANY ON THE LAWS OF

THE NETHERLANDS

: Allen & O very LL P

Apollolaan 15, 1077 AB

Amsterdam

The Netherlands

LEGAL ADVISERS TO OUR

COMPANY ON THE LAWS OF

PAPUA NEW GUINEA

Pacific Legal Group

Ground Floor, Investwell Building Allotment 30,

Section 38, New Hohola Commercial Estate,

Gordons,

P.O. Box 904 Port Moresby,

National Capital District

Papua New Guinea

SHARE REGISTRAR AND

SHARE TRANSFER OFFICE

: Tricor Barbinder Share Registration Services

80 Robinson Road

#02-00

Singapore 068898

PRINCIPAL BANKERS : United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

DBS Bank Ltd.



Singapore 018982

Oversea-Chinese Banking Corporation Limited65 Chulia Street

#09-00 OCBC Centre

Singapore 049513

Credit Suisse AG

One Raffles Quay

Singapore 048583

Standard Chartered Bank

8 Marina Boulevard

Marina Bay Financial Centre Tower 1

Singapore 018981

RECEIVING BANK : United Overseas Bank Limited

80 Raffles Place

UOB Plaza

Singapore 048624

CORPORATE INFORMATION

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In this Prospectus and the accompanying Application Forms and, in relation to Electronic

Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the

mobile banking interfaces of DBS Bank and the internet banking websites of the relevant

Participating Banks, unless the context otherwise requires, the following definitions apply

throughout where the context so admits:

Entities within our Group

Alam Radiance (L) : Alam Radiance (L) Inc

Alam Radiance (M) : Alam Radiance (M) Sdn Bhd

Alstonia Offshore : Alstonia Offshore Pte. Ltd.

CA Offshore : CA Offshore Investment Inc.

Company : Pacific Radiance Ltd.

Consolidated Pipe Carriers : Consolidated Pipe Carriers Pte. Ltd.

Consolidated Pipe Carriers

(Australia)

: Consolidated Pipe Carriers (Australia) Pty. Ltd.

CPC PNG : CPC PNG Limited

CPC Solutions : CPC Solutions Pte. Ltd.

Crest Logistics : Crest Logistics Pte. Ltd.

Crest Offshore Marine : Crest Offshore Marine Pte. Ltd.

Crest Shipyard : Crest Shipyard Pte. Ltd.

Crest Subsea International : Crest Subsea International Pte. Ltd.

CrestSA Marine & Offshore : CrestSA Marine & Offshore Pte. Ltd.

CSI Offshore : CSI Offshore Pte. Ltd.

Envestra Investments : Envestra Investments Limited

Fleetwinch Control : Fleetwinch Control Pte. Ltd.

Group : Our Company, our Subsidiaries and our Associated

Companies

Hudson : Hudson Marine Pte. Ltd.

DEFINITIONS

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Offshore Subsea : Offshore Subsea Services (Asia Pacific) Pte. Ltd.

Pacific Crest : Pacif ic Crest Pte. Ltd.

Pacific Crest (Labuan) : Pacific Crest (Labuan) Ltd.

Pacific Offshore : Pacific Offshore Pte. Ltd.

Pacific Radiance (East Africa) : Pacific Radiance (East Africa), LDA

Prime Offshore : Prime Offshore International Pte. Ltd.

PT Jawa : PT Jawa Tirtamarin

PT Logindo : PT Logindo Samudramakmur Tbk

PT Marine Engineering : PT Marine Engineering Services

PT Subsea : PT Subsea Offshore

Radiance Catico : Radiance Catico Offshore Pte. Ltd.

Radiance Offshore Alagoas : Radiance Offshore Navegacao (Alagoas) Ltda

Radiance Offshore Australia : Radiance Offshore Australia Pty Ltd

Radiance Offshore B.V. : Radiance Offshore B.V.

Strato Maritime Services : Strato Maritime Services Pte. Ltd.

Supreme Radiance : Supreme Radiance Pte. Ltd.

Titan Offshore : Titan Offshore Equipment Pte. Ltd.

Other Companies and Organisations

Authority : The Monetary Authority of Singapore

CDP : The Central Depository (Pte) Limited

CPF : The Central Provident Fund

IDX : The Indonesian Stock Exchange

Joint Bookrunners or

Joint Underwriters

: UOB, UOBKH, DBS and OCBC

DEFINITIONS

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key executive : (a) in relation to an entity, means an individual who is

employed:

(i) makes or participates in making decisions that

affect the whole or a substantial part of the

business of the entity; or

(ii) has the capacity to make decisions which

affect significantly the entitys financial

standing; and

(b) in relation to a group, means an individual who is

employed in an executive capacity by an entity in

the group and who:

(i) makes or participates in making decisions thataffect the whole or a substantial part of the

business of the group; or

(ii) has the capacity to make decisions which

affect significantly the groups financial

standing

Latest Practicable Date : 18 October 2013, being the Latest Practicable Date prior

to the date of lodgement of this Prospectus with the

Authority

Listing Date : The date on w hich our Shares are admit ted to t he

Official List of the Main Board of the SGX-ST

Listing Manual : The l isting manual of the SGX-ST, as amended,

supplemented, or modified from time to time

Logindo IPO : The l isting of PT Logindo on the IDX

Management Agreement : The management agreement dated [] 2013 entered into

between our Company and the Joint Issue Managers

MARPOL : International Convention for the Prevention of Pollution

from Ships 1973

Market Day : A day on w hich t he S GX-ST i s open for tr ading in

securities

Memorandum or

Memorandum of Association

: Memorandum of A ssociation of our Company, as

amended, supplement or modified from time to time

Merchant Shipping Act or

MSA

: The Merchant Shipping Act, Chapter 179 of Singapore,

as amended, supplemented or modified from time totime

DEFINITIONS

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MPA : Maritime and Port Authority of Singapore

NAV : Net asset value

New Shares : The new Shares which are the subject of the Invitation

(and in the event the Over-allotment Option is exercised,

shall include the Over-al lotment Shares, where

applicable and where the context so requires) upon the

terms and subject to the conditions set out in this

Prospectus

NOCs : National oil companies

Nominating Committee : The nominating committee of our Company as at the

date of this Prospectus, unless otherwise stated

Non-executive Directors : The non-executive directors of our Company as at the

date of the Prospectus, unless otherwise stated

NTA : Net tangible assets

OCBC : Oversea-Chinese Banking Corporation Limited

Offer : The invitation by our Company to the public in Singapore

for the subscription of the Offer Shares at the Invitation

Price, subject to and on the terms and conditions of thisProspectus

Offer Shares : [] of the Invitation Shares which are the subject of the

Offer

Over-allotment Option : The over-allotment option granted by our Company to

the Stabilising Manager, exercisable in whole or in part

on one or more occasions prior to the expiry of

(whichever is the earlier): (i) the date falling 30 days

from the Listing Date; or (ii) the date the Stabilising

Manager or its appointed agent(s) have purchased on

the SGX-ST an aggregate of up to [] Shares

representing up to []% of the Invitation Shares to

undertake stabilising actions solely for the purpose of

covering over-allotments (if any) of the Invitation Shares

made in connection with the Invitation. Unless we

indic ate ot he rwi se, all inf ormati on in t hi s

Prospectus assumes that the Over-allotment Option

is not exercised

Over-allotment Shares : An aggregate of up to [] New Shares to be issued in the

event of the exercise of the Over-allotment Option

DEFINITIONS

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Securities and Futures Act : Securities and Futures Act, Chapter 289 of Singapore,

as amended, supplemented or modified from time to

time

Service Agreements : The service agreements entered into between our

Company and our Executive Directors, Mr Pang Yoke

Min, Mr Mok Weng Vai, Mr Pang Wei Meng and Mr Lau

Boon Hwee, as described in the section entitled

Directors, Management and Staff Service Agreements

of this Prospectus

SFR : Securities and Futures (Offer of Investments) (Shares

and Debentures) Regulations 2005, as amended,

supplemented or modified from time to time

SFRS : Singapore Financial Reporting Standards

SGXNET : The corporate announcement system maintained by the

SGX-ST for the submission of announcements by listed

companies

Shares : The ordinary shares in the capital of our Company

Shareholders : Regist er ed holders of Shar es, except where t he

registered holder is CDP, the term Shareholders shall,

in relation to such Shares mean the depositors whose

Securities Accounts are credited with Shares

Share Lending Agreement : The share lending agreement dated [] 2013 entered

into between YM InvestCo Pte. Ltd. and the Stabilising

Manager

Share Split : The sub-division of each Share into 11 Shares, resulting

in our Companys pre-Invitation share capital of

552,579,940 Shares

SOLAS : 1960 International Convention for the Safety of Life at

Sea

Stabilising Manager : UOB

Underwriting and Placement

Agreement

: The underwriting and placement agreement dated []

2013 entered into between our Company and the Joint

Bookrunners and the Joint Underwriters

UOB : United Overseas Bank Limited

UOBKH : UOB Kay Hian Private Limited

DEFINITIONS

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UOB Loan Agreements : The facility agreements dated 6 February 2013 entered

into with our Subsidiary, Pacific Crest, pursuant to which

pre-listing financing by UOB was granted

UOB Shares : [] new Shares to be issued to UOB pursuant to the

terms of the UOB Loan Agreements

Currencies, Units and Others

BRL : Brazil ian Real

IDR, Rupiah or Rp : Indonesian Rupiah

RMB : Renminbi

RM or Ringgit : Malaysian Ringgit

Singapore Dollars or

S$ and cents

: Singapore Dollars and Cents, respectively

USD, US$ or US Dollars

and US cents

: United States Dollars and United States cents,

respectively

% or per cent : Per centum or percentage

sq.ft. : Square feet

The expressions Associate, Associated Company, Associated Entity, Controlling

Shareholder, Related Corporation, Related Entity, Entity At Risk, Subsidiary and

Substantial Shareholder shall have the meanings ascribed to the terms associate, associated

company, associated entity, controlling shareholder, related corporation, related entity,

entity at risk, and substantial shareholder respectively in the Fourth Schedule of the SFR, the

Companies Act and/or the Listing Manual.

The expressions our, ourselves, us, we, Our Group or other grammatical variations

thereof shall, unless otherwise stated, refer to our Company, our Group and/or any member of our

Group, as the context requires.

The terms Depositor, Depository Agent and Depository Register shall have the same

meanings ascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versaand words

importing the masculine gender shall, where applicable, include the feminine and neuter genders

and vice versa. References to persons shall include corporations.

Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and

the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may

not be an arithmetic aggregation of the figures which precede them. Where applicable, figures and

percentages are rounded off.

DEFINITIONS

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Any reference in this Prospectus, the Application Forms and/or Electronic Applications to any

statute or enactment is a reference to that statute or enactment for the time being amended or

re-enacted. Any word defined in the Companies Act, the Securities and Futures Act, or the Listing

Manual and used in this Prospectus, the Application Forms and/or Electronic Applications shall,

where applicable, have the meaning ascribed to it under the Companies Act, the Securities and

Futures Act, or the Listing Manual, as the case may be.

Any reference in this Prospectus, the Application Forms and/or Electronic Applications to our

Shares being allotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Prospectus, the Application Forms and/or Electronic

Applications shall be a reference to Singapore time and dates respectively, unless otherwise

stated.

Our customers, suppliers and competitors named in this Prospectus are generally referred to in

this Prospectus by their trade names. Each of our contracts with each customer or supplier istypically with an entity or entities in that customers or suppliers group of companies.

In addition, unless we indicate otherwise, all information in this Prospectus assumes that the

Stabilising Manager does not exercise the Over-allotment Option, and does not take into account

any changes in shareholding that may arise as a result of any Shares lent or re-delivered pursuant

to the Share Lending Agreement described in the section entitled Plan of Distribution Share

Lending Agreement of this Prospectus.

DEFINITIONS

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To facilitate a better understanding of our business, the following glossary provides an explanation

of some of the technical terms and abbreviations used in this Prospectus. The terms and their

assigned meanings may not correspond to standard industry or common meanings or usage, as

the case may be, of these terms:

ABS : American Bureau of Shipping

AHC : Active heave compensation, which is a technique used

on lifting equipment to reduce the influence of waves

upon offshore operations

AHT : Anchor handling tug(s)

AHTS : Anchor handling tug supply vessel(s)

AWB : Accommodation work barge(s)

barge : A flat-bottomed steel vessel used for the transportation

of cargoes or for accommodation

berth : The location in a shipyard or harbour used specifically

for mooring vessels while not at sea, where vessels may

load or discharge their cargo

BHP : Brake horse power, being a measure of engine power

BKI : Biro Klasifikasi Indonesia

bollard pull : A measure of the static pull of a vessel which is used to

describe the pulling capacity of towing vessels, such as

AHTS

BV : Bure au Ve rita s

cable : A term loosely applied to wire rope and wire strand

deadweight tonnage or DWT : One DWT equals 1,000 kilograms and is a measurement

which refers to the weight of cargo and consumables

that a ship is designed to carry in metric tons

DNV : Det Norske Veri tas

dock : An en close d b asin s urr oun ded by qua ys use d f or

berthing and unberthing vessels

DPS-2 : A dynamic posit ioning system which is capable of

automatically maintaining the position and heading of

the vessel within a specified operating envelope under

specified maximum environmental conditions during and

foll owing any s ingle fau lt, e xclud ing a loss of

compartment or compartments

GLOSSARY OF TECHNICAL TERMS

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drydock : A narrow basin, usually made of earthen beams and

concrete, closed by gates or by a cassion, into which a

vessel may be floated and the water pumped out,

leaving the vessel supported by blocks

drydocking : The process by which a vessel manoeuvres into and

comes to rest in the drydock

DSV : Diving support vessel(s)

FPSO : Floating production, storage and offloading vessel(s)

FSO : Floating storage and offloading vessel(s)

GL : Germanischer Lloyd

GMDSS : Global maritime and distress safety system

hull : The shell and framework of the basic floatation oriented

part of a ship

IMCA : International Marine Contractors Association

IMO : United Nations International Maritime Organisation

International Association of

Classification Societies Ltd or

IACS

: Wor ldwid e non -go ver nme ntal , expe rie nced a nd

reputable organisations or groups of professionals, ship

surveyors and representatives of offices that promote

the safety and protection of the environment of vessels

and offshore structures. To do so, such societies set

technical rules, confirm that designs and calculations

meet these rules, survey vessels and structures during

the process of construction and commissioning, and

periodically survey vessels to ensure that they continue

to meet the rules. Some of these classification societies

which are members of IACS include ABS, BV, DNV, GL,

LR and NKK

IRM : Inspection, repair and maintenance

ISO : International Standards Organisation

LR : Lloyds Register

mooring : The process of securing a vessel to a berth

MPSV : Multi-purpose support vessel(s)

MWV : Maintenance work vessel(s)

NKK : Nippon Kai ji Kyokai

GLOSSARY OF TECHNICAL TERMS

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These factors are discussed in greater detail in this Prospectus, in particular, but not limited to the

discussions under the sections entitled Risk Factors and Managements Discussion and

Analysis of the Results of Operations and Financial Condition of this Prospectus.

All forward-looking statements made by or attributable to us, or persons acting on our behalf,

contained in this Prospectus are expressly qualified in their entirety by such factors. These

forward-looking statements are applicable only as of the date of this Prospectus.

Given the risks and uncertainties that may cause our actual future results, performance or

achievements to be materially different than expected, expressed or implied by the forward-

looking statements in this Prospectus, we advise you not to place undue reliance on these

statements. Our Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint

Bookrunners and the Joint Underwriters are not representing or warranting to you that our actual

future results, performance or achievements will be as discussed in those statements.

Our actual future results may differ materially from those anticipated in these forward-lookingstatements as a result of the risks faced by us. Further, our Company, the Joint Issue Managers,

the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters disclaim any

responsibility to update any of those forward-looking statements or publicly announce any

revisions to those forward-looking statements to reflect future developments, events or

circumstances for any reason, even if new information becomes available or other events occur

in the future.

We are, however, subject to the provisions of the Securities and Futures Act and the Listing

Manual regarding corporate disclosure upon our admission to the Official List of the Main Board

of the SGX-ST. In particular, pursuant to Section 241 of the Securities and Futures Act, if after the

Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a)

a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus

of any information that should have been included in it under Section 243 of the Securities and

Futures Act; or (c) a new circumstance that has arisen since the Prospectus was lodged with the

Authority and would have been required by Section 243 of the Securities and Futures Act to be

included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially

adverse from the point of view of an investor, we may lodge a supplementary or replacement

prospectus with the Authority.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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The information contained in this summary is derived from and should be read in conjunction with

the full text of this Prospectus. Terms defined elsewhere in this Prospectus have the same

meanings when used herein. As it is a summary, it does not contain all the information that you

should consider before investing in our Shares. Prospective investors should read the entire

Prospectus carefully, in particular the matters set out in the section entitled Risk Factors of this

Prospectus, before making an investment decision.

OVERVIEW OF OUR GROUP

Our History

Our Groups beginnings can be traced back to 2002 when Mr Mok Weng Vai, our Director, via

Strato Maritime Services, provided ship chartering services for offshore vessels to the oil and gas

industry. Our Group then developed our fleet building strategy in 2005, which would lay the

foundations for our Groups business.

On 6 July 2006, Mr Mok Weng Vai incorporated our Company in Singapore under the Companies

Act as a private limited company under the name of Pacific Radiance Pte. Ltd.. Our Executive

Chairman, Mr Pang Yoke Min, invested in our Company and acquired a majority stake through YM

InvestCo Pte. Ltd. on 15 November 2006. We then converted to a public limited company on 19

March 2007 and changed our name to Pacific Radiance Ltd..

Please refer to the sections entitled General Information on our Group Share Capital and

General Information on our Group Our History and Development of this Prospectus for more

information.

Our Business

We are a fast expanding owner and operator of a young and diverse fleet of offshore vessels with

a significant presence in Asia, and we strive to continually be (a) relevant to our clients; (b)reliable

in our service delivery and execution; and (c) responsive to industry trends.

Our Group is engaged in the following principal businesses:

(a) owning and operating offshore vessels to assist and support the offshore oil and gas industry

as well as providing ship management and agency services; and

(b) provision of subsea services to the offshore oil and gas industry.

Our Group is also engaged in other complementary and supporting business activities, namely,the design, supply and maintenance of winches, cranes and other deck equipment for offshore

vessels and the provision of logistics solutions for project cargo.

We build offshore vessels at third party shipyards which are managed and supervised by our

project management team of senior personnel with many years of shipbuilding experience. We

have long-standing relationships with shipyards which are competent, and which have over the

years of working with us, grown familiar with our stringent vessel requirements and standards of

project execution. Our project management team has direct oversight in the third party

shipbuilding process which gives us some measure of control over the supply chain and allows us

to customise our vessels according to market trends and requirements. This collaborative

arrangement coupled with our shipbuilding management experience also enables us to manage

the costs of the construction of our vessels and prevent undue delays in the shipbuilding process.

PROSPECTUS SUMMARY

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(c) Growth Through Joint Ventures, Mergers Or Acquisitions

We intend to seek suitable opportunities to grow, consolidate and build up the scale of our

businesses through mergers and acquisitions in line with our plans to establish our presence

overseas in high growth markets. We also intend to expand our existing operations and/or

establish a presence in various countries to capture opportunities in growth markets through

strategic partnerships with our joint venture partners and key customers with strong local

knowledge in growth markets.

(d) Listing of PT Logindo

One of our Groups Associated Companies, PT Logindo, had in August 2013, submitted an

application for its listing on the IDX. Subject to, inter alia, regulatory approvals and market

conditions prevailing at the time, the Logindo IPO is currently anticipated to take place by the

end of 2013.

Please refer to the section entitled Business Strategies and Future Plans of this Prospectus for

more information.

OUR CONTACT DETAILS

Our registered address is 15 Pandan Road, Singapore 609263.

Our telephone and fax numbers are +65 6238 8881 and +65 6278 2759 respectively.

Our company registration number is 200609894C.

Our website address is http://www.pacificradiance.com. Information contained on our website

does not constitute a part of this Prospectus.

PROSPECTUS SUMMARY

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If you wish to exercise your option under paragraph 1(i) or (ii) above to withdraw your

application in respect of the Invitation Shares, you shall, within 14 days from the date of

lodgement of the supplementary or replacement prospectus, notify our Company of this,

whereupon our Company shall within 7 days from the receipt of such notification, return to

you all monies you have paid on account of your application for such Invitation Shares,

without interest or any share of revenue or other benefit arising therefrom, at your own risk

and you shall have no claim against us, the Joint Issue Managers, the Joint Global

Co-ordinators, the Joint Bookrunners and the Joint Underwriters.

If you wish to exercise your option under paragraph 2(i) or (ii) above to return the Invitation

Shares issued to you, you shall, within 14 days from the date of lodgement of the

supplementary or replacement prospectus, notify our Company of this and return all

documents, if any, purporting to be evidence of title to those Shares, to our Company,

whereupon our Company shall within 7 days from the receipt of such notification and

documents, if any, return to you all monies you have paid for those Invitation Shares

without interest or any share of revenue or other benefit arising therefrom and the issue ofthose Shares shall be deemed to be void.

Where monies are to be returned to you for the Invitation Shares, it shall be paid to you without

any interest or share of revenue or other benefit arising therefrom at your own risk, and you will

not have any claim against us, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint

Bookrunners and the Joint Underwriters.

This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied

upon by you in connection with your application for the Invitation Shares and may not be relied

upon by any other person or for any other purpose.

This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for

the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is

unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to any

person to whom it is unlawful to make such offer or invitation or solicitation.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,

during office hours, subject to availability, from:

United Overseas Bank Limited

80 Raffles Place

UOB Plaza 1 #03-03

Singapore 048624


8 Anthony Road

#01-01

Singapore 229957

DBS Bank Ltd.



Singapore 018982

Oversea-Chinese Banking

Corporation Limited

65 Chulia Street

OCBC Centre

Singapore 049513

and from selected branches of UOB, UOBKH, DBS and OCBC and, where applicable, members

of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in

Singapore.

THE INVITATION

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Over-allotment Option : Our Company has granted to the Stabilising Manager

the Over-allotment Option which is exercisable by the

Stabilising Manager in whole or in part on one or more

occasions prior to the expiry of (whichever is the earlier):

(i) the date falling 30 days from the Listing Date; or (ii)

the date the Stabilising Manager or its appointed

agent(s) have purchased on the SGX-ST an aggregate

o f u p t o [] Shares representing up to []% of the

Invitation Shares to undertake stabilising actions solely

for the purpose of covering over-allotments (if any) of the

Invitation Shares made in connection with the Invitation.

Unless we indicate otherwise, all information in this

Prospectus assumes that the Over-allotment Option

is not exercised.

Purpose of the Invitation : Our Directors consider that the Invitation and quotationof our Shares on the Official List of the Main Board of the

SGX-ST will enable us to tap the capital markets to fund

our business growth and enhance our corporate profile

locally and internationally. It will also provide members

of the public, our employees, business associates and

those who have contributed to our success with an

opportunity to participate in the equity of our Company.

The Invitation will also enlarge our capital base for

continued expansion of our business.

Listing Status : There has been no public market for our Shares prior tothe Invitation. Our Shares will be quoted in Singapore

dollars on the Main Board of the SGX-ST, subject to

admission of our Company to the Official List of the Main

Board of the SGX-ST and permission for dealing in and

for quotation of our Shares being granted by the SGX-ST

and the Authority not issuing a Stop Order.

Risk Factors : Investing in our Shares involve risks which are described

in the section entitled Risk Factors of this Prospectus.

THE INVITATION

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Net Operating Cash Flow(3)(4)

Historical net operating cash flow per Share of our Group for FY2012

and based on the pre-Invitation share capital of 552,579,940 Shares

11.9 cents

Historical net operating cash flow per Share of our Group for FY2012

based on the pre-Invitation share capital of 552,579,940 Shares,

assuming that the Service Agreements had been in place in FY2012

11.8 cents

Invitation price to net operating cash flow ratio based on the historical

net operating cash flow per Share for FY2012 and the pre-Invitation

share capital of 552,579,940 Shares

[] times

Invitation price to net operating cash flow ratio based on the historical

net operating cash flow per Share for FY2012 based on the pre-

Invitation share capital of 552,579,940 Shares, assuming that the

Service Agreements had been in place in FY2012

[] times

Market Capitalisation

Market capitalisation based on the Invitation Price and the post-

Invitation share capital of [] Shares

S$[] million

Notes:

(1) For illustrative purposes, the NAV per Share of our Group as at 30 June 2013 has been translated into S$ using the

closing rate of US$1: S$1.2679 as at 28 June 2013 as set out in the section entitled Exchange Rate of thisProspectus.

(2) For illustrative purposes, the EPS of our Group for FY2012 has been translated into S$ using the average rate ofUS$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitled Exchange Rate of thisProspectus.

(3) For illustrative purposes, the net operating cash flow per Share of our Group for FY2012 has been translated intoS$ using the average rate of US$1: S$1.2450 for the year ended 31 December 2012 as set out in the section entitledExchange Rate of this Prospectus.

(4) Net operating cash flow is defined as profit before taxation with depreciation expense added back.

(5) For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13million is 52.4 cents.

(6) For illustrative purposes, the NAV per Share as at 30 June 2013 after adjusting for the interim dividends of US$7.13

million is [

] cents.

INVITATION STATISTICS

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at the close of the Application List, to satisfy applications made by members of the public for the

Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close

of the Application List.

UOB Shares

Pursuant to the UOB Loan Agreements, our Company will issue and allot to UOB [] New Shares

at the Invitation Price for each Share. After the completion of the relevant moratorium periods as

set out in the section entitled General Information on Our Group Moratorium of this Prospectus,

UOB may dispose its shareholding interest in our Company at its discretion.

Persons intending to subscribe for the Invitation Shares

None of our Directors, Executive Officers, Substantial Shareholders or employees intends to

subscribe for more than 5.0% of the Invitation Shares in the Invitation.

To the best of our knowledge and belief, we are unaware of any person who intends to subscribe

for more than 5.0% of the Invitation Shares.

However, through the book-building process to assess market demand for our Invitation Shares,

there may be person(s) who may indicate an interest to subscribe for more than 5.0% of the

Invitation Shares. If such person(s) were to make an application for more than 5.0% of the

Invitation Shares and subsequently be allotted such number of Invitation Shares, we will make the

necessary announcements at an appropriate time. The final allotment of Shares will be in

accordance with the shareholdings spread and distribution guidelines as set out in Rule 210 of the

Listing Manual.

No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six (6)

months after the date of registration of this Prospectus.

Please also refer to the section entitled General and Statutory Information Management

Agreement and Underwriting and Placement Agreement of this Prospectus for further details on

our Management Agreement and our Underwriting and Placement Agreement.

Over-allotment and Stabilisation

In connection with the Invitation, our Company has granted to the Stabilising Manager the

Over-allotment Option exercisable by the Stabilising Manager in whole or in part on one or more

occasions from the Listing Date until the earlier of: (i) the date falling 30 days from the ListingDate; or (ii) the date the Stabilising Manager or its appointed agents have purchased on the

SGX-ST an aggregate of up to [] Shares representing up to []% of the Invitation Shares to

undertake stabilising actions solely for the purpose of covering over-allotments (if any) of the

Invitation Shares made in connection with the Invitation.

In order to facilitate the distribution of the Invitation Shares in respect of the Invitation, the

Stabilising Manager may in the exercise of its discretion and role, but subject always to applicable

laws and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the

market price of the Shares at levels which might not otherwise prevail in the open market. Such

transactions may be effected on the SGX-ST and in all jurisdictions where it is permissible to do

so, in each case, in compliance with all applicable laws and regulatory requirements, including theSecurities and Futures Act and any regulations thereunder.

PLAN OF DISTRIBUTION

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Singapore

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the Invitation

Shares in any jurisdiction in which such an offer, solicitation or invitation is unlawful or is not

authorised or to any person to whom it is unlawful to make such an offer, solicitation or invitation.

No action has been or will be taken under the requirements of the legislation or regulations of, or

of the legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or

registration of this Prospectus in Singapore, in order to permit an offering of the Invitation Shares

and the distribution of this Prospectus in Singapore. The distribution of this Prospectus and the

offering of the Invitation Shares in certain jurisdictions may be restricted by the relevant laws in

such jurisdictions. Persons who may come into possession of this Prospectus are required by our

Company, the Joint Issue Managers, the Joint Global Co-ordinators, the Joint Bookrunners and

the Joint Underwriters to inform themselves about, and to observe and comply with, any such

restrictions at their own expense and without liability to our Company, the Joint Issue Managers,

the Joint Global Co-ordinators, the Joint Bookrunners and the Joint Underwriters. Persons to

whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduceor otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor

permit or cause the same to occur.

Malaysia

No approval from the Securities Commission of Malaysia has been applied for or will be obtained

for the making available, offering for subscription or purchase, or issuing an invitation to subscribe

for or purchase, the Invitation Shares under the Capital Markets and Services Act 2007 (the

CMSA). Accordingly, this Prospectus or any amendment or supplement hereto may not be

distributed in Malaysia directly or indirectly for the purpose of any offer of the Invitation Shares and

no person may make available, offer for subscription or purchase, or issue an invitation to

subscribe for or purchase, any of the Invitation Shares directly or indirectly to anyone in Malaysia,

unless the making available, offering for subscription or purchase, or issuing of such invitation to

subscribe for or purchase, the Invitation Shares falls within any of the categories of transactions

specified in Schedule 5 of the CMSA.

No prospectus has been or will be registered with the Securities Commission of Malaysia under

the CMSA. Accordingly, no person may issue, offer for subscription or purchase, make an

invitation to subscribe for or purchase, any of the Invitation Shares directly or indirectly to anyone

in Malaysia.

Hong Kong

This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for the

Invitation Shares. The contents of this Prospectus have not been reviewed or approved by any

regulatory authority in Hong Kong.

This Prospectus has not been and will not be registered with the Registrar of Companies in Hong

Kong. Accordingly, except as mentioned below, this Prospectus may not be issued, circulated or

distributed in Hong Kong.

A copy of this Prospectus may, however, be distributed by the Joint Bookrunners and Joint

Underwriters or their designated sub-placement agents to a limited number of professional

investors (within the meaning of Schedule 1 of the Securities and Futures Ordinance (Chapter 571of the Laws of Hong Kong) (the Securities and Futures Ordinance)) for the Invitation Shares

in Hong Kong in a manner which does not constitute an offer of the Invitation Shares to the public

SELLING RESTRICTIONS

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in Hong Kong or an issue, circulation or distribution in Hong Kong of a prospectus for the purposes

of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (the Companies

Ordinance). The offer of the Invitation Shares is personal to the person named in the

accompanying application form, and an application for the Invitation Shares will only, save in the

circumstances below, be accepted from such person. An application for the Invitation Shares is

not invited from any person in Hong Kong other than a professional investor to whom a copy of

this Prospectus has been distributed by the Joint Bookrunners and the Joint Underwriters or their

designated sub-placement agents, and if made, will not be accepted, unless the applicant satisfies

the Joint Bookrunners and Joint Underwriters or their respective designated sub-placement

agents that he is a professional investor as defined in the Securities and Futures Ordinance.

No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this

Prospectus in Hong Kong or make or give a copy of this Prospectus to any other person in Hong

Kong, other than their legal, financial, tax or other appropriate advisers who are subject to a duty

of confidentiality to such person.

The Joint Bookrunners and Joint Underwriters have agreed with our Company that they (and their

designated sub-placement agents, if any) have not offered or sold, and will not offer or sell, in

Hong Kong, by means of any document, any of the Invitation Shares other than (i) as permitted

under the Securities and Futures Ordinance, or (ii) in circumstances which do not constitute an

offer of the Invitation Shares to the public within the meaning of the Companies Ordinance.

SELLING RESTRICTIONS

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Upon listing and quotation on the Main Board of the SGX-ST, our Shares will be traded under the

book-entry settlement system of CDP and all dealings in and transactions of our Shares through

the Main Board of the SGX-ST will be effected in accordance with the terms and conditions for the

operation of Securities Accounts with CDP, as amended from time to time.

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on

behalf of persons who maintain, either directly or through Depository Agents, securities accounts

with CDP. Persons named as direct securities account holders and Depository Agents in the

Depository Register maintained by CDP, other than CDP itself, will be treated, under our Articles

of Association and the Companies Act, as members of our Company in respect of the number of

Shares credited to their respective securities accounts.

Persons holding our Shares in a securities account with CDP may withdraw the number of Shares

they own from the book-entry settlement system in the form of physical share certificate(s). Such

share certificate(s) will, however, not be valid for delivery pursuant to trades transacted on the

Main Board of the SGX-ST, although they will be prima facie evidence of title and may betransferred in accordance with our Articles of Association. A fee of S$10 for each withdrawal of

1,000 Shares or less and a fee of S$25 for each withdrawal of more than 1,000 Shares is payable

upon withdrawing our Shares from the book-entry settlement system and obtaining physical share

certificates. In addition, a fee of S$2 or such other amount as our Directors may decide, is payable

to the share registrar for each share certificate issued and a stamp duty of S$10 is also payable

where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per

S$100 or part thereof of the last-transacted price where it is withdrawn in the name of a third party.

Persons holding physical share certificates who wish to trade on the Main Board of the SGX-ST

must deposit with CDP their share certificates together with the duly executed and stamped

instruments of transfer in favour of CDP and have their respective securities accounts credited

with the number of Shares deposited before they can effect the desired trades. A deposit fee of

S$10 is payable upon the deposit of each instrument of transfer with CDP.

Transactions in our Shares under the book-entry settlement system will be reflected by the sellers

securities account being debited with the number of Shares sold and the buyers securities

account being credited with the number of Shares acquired. No transfer stamp duty is currently

payable for Shares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the Main Board of the SGX-ST is payable at

the rate of 0.04% of the transaction value subject to a maximum of S$600 per transaction. The

clearing fee, instrument of transfer, deposit fee and share withdrawal fee may be subject to GST,

which is currently at a rate of 7.0%.

Dealings of our Shares will be carried out in Singapore Dollars and will be effected for settlement

through CDP on a scripless basis. Settlement of trades on a normal ready basis on the Main

Board of the SGX-ST generally takes place on the 3 rd Market Day following the transaction date

and payment for the securities is generally settled on the following business day. CDP holds

securities on behalf of investors in securities accounts. An investor may open an account with

CDP or a sub-account with a CDP agent. The CDP agent may be a member company of the

SGX-ST, bank, merchant bank or trust company.

CLEARANCE AND SETTLEMENT

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Fund 2 Limited and Phillip Ventures Enterprise Fund 3 Limited have confirmed in writing that they will not be exercising theiroption to convert the loans into Shares and have elected to be repaid in cash. Please see the section entitled GeneralInformation on Our Group Share Capital of this Prospectus for more information.

(3) Pursuant to the Underwriting and Placement Agreement, the Joint Bookrunners and the Joint Underwriters agreedto underwrite the subscription of the Offer Shares for a commission of []% of the Invitation Price for each Offer

Share subscribed and the Joint Bookrunners and the Joint Underwriters agreed to subscribe or procure thesubscription of the Placement Shares for a commission of []% of the Invitation Share for each Placement Sharesubscribed.

Please see the section entitled Business Strategies and Future Plans of this Prospectus for

further information on the future plans of our Group.

The foregoing represents our best estimate of the allocation of our net proceeds from the issue

of the Invitation Shares based on our current plans and estimates regarding our anticipated

expenditures. Actual expenditures may vary from these estimates and we may find it necessary

or advisable to re-allocate our net proceeds within the categories described above or to use

portions of our net proceeds for other purposes. In the event that we decide to re-allocate our net

proceeds from the issue of the Invitation Shares for other purposes, we will publicly announce ourintention to do so through an SGXNET announcement to be posted on the Internet at the

SGX-STs website, http://www.sgx.com.

As part of its terms of reference, our Audit Committee will monitor our use of net proceeds from

the Invitation.

We have undertaken to announce periodically via SGXNET on the use of the net proceeds of the

Invitation as and when the net proceeds from the Invitation are materially disbursed, and to

provide a status report on the use of the net proceeds of the Invitation in the annual report(s) of

our Company.

Pending the deployment of the net proceeds as aforesaid, the net proceeds may be added to our

working capital, placed as deposits with banks or financial institutions, or used for investment in

short-term deposits, money market or debt instruments, as our Directors may deem appropriate

in their absolute discretion.

In the event that the amount set aside to meet the estimated expenses listed above is in excess

of the actual expenses incurred, such expenses will be made available for our working capital

purposes.

In the opinion of our Directors, no minimum amount must be raised from the Invitation. Although

no minimum amount must be raised from the Invitation, amounts which are proposed to be

provided for the repayment to Phillip Ventures Enterprise Fund 2 Limited, Phillip VenturesEnterprise Fund 3 Limited and UOB shall, in the event that the Invitation is cancelled, be provided

out of our existing credit facilities and/or funds generated from our operations.

Net proceeds from the allotment of the Over-allotment Shares

If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of

relevant fees, commissions and expenses) which we will receive is approximately S$[] million.

Such net proceeds will be used for capital expenditure and general working capital of our Group.

USE OF PROCEEDS AND LISTING EXPENSES

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An investment in our Shares involves risks. Prospective investors should carefully

consider and evaluate each of the following risk factors and all other information set forth

in this Prospectus before deciding to invest in our Shares. Some of the following risk

factors relate principally to the industry in which our Group operates and the business of

our Group in general. Other considerations relate principally to general economic and

political conditions and the securities market and ownership of our Shares. Before

deciding to invest in our Shares, you should seek professional advice from the relevant

advisers about your particular circumstances. To the best of our Directors knowledge and

belief, all risk factors that are material to investors in making an informed judgment have

been set out below. The following does not state risks unknown to us now but which could

occur in future, and risks which we currently believe to be immaterial. Should these risks

occur or turn out to be material, they could materially and adversely affect our business,

financial condition, results of operations and prospects. If any of the following risk factors

or uncertainties develops into actual events, our business, financial conditions, results of

operations and prospects could be materially and adversely affected. In such cases, the

trading price of our Shares could decline and you could lose all or part of your investmentin our Shares.

This Prospectus also contains forward-looking statements having direct and/or indirect

implications on our future performance. You should also consider the information provided

below in connection with the forward-looking statements in this Prospectus and the

warning regarding forward-looking statements at the beginning of this Prospectus. Our

actual results may differ materially from those anticipated by those forward-looking

statements due to certain factors including the risks and uncertainties faced by us, as

described below and elsewhere in this Prospectus.

Before deciding to invest in our Shares, you should seek professional advice from your

advisors about your particular circumstances.

GENERAL RISKS

We may be affected by disruption in the global financial markets and associated impact

Our results of operations and financial condition may be materially and adversely affected by

conditions in the financial markets and the economies in Singapore, Asia and/or other countries

or the global market. In the second half of 2008, a disruption in the global credit markets and the

general slowdown in the global economy created turbulent and difficult conditions in the financial

markets. These conditions resulted in much economic volatility, less liquidity, tightening of credit

and a lack of price transparency in certain markets. These conditions have also resulted in thefailure of a number of financial institutions in the United States of America and unprecedented

action by government authorities and central banks around the world. This economic situation has

been further exacerbated by the recent debt crises in Greece, Portugal, Spain, Ireland and Italy

and the potential impact of these crises have on the rest of Europe and the world. It is difficult to

predict the extent to which global markets are affected by these conditions and the extent and

nature of such effects on our markets and business. The continuation or intensification of such

disruptions may lead to additional adverse effects including, amongst others, lack of availability of

credit to businesses, and could lead to a further weakening of the global economies. Any

prolonged downturn in general economic conditions would present risks for our business, such as

a potential slowdown in the chartering of our offshore vessels, provision of our services and sale

of equipment to customers.

RISK FACTORS

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Any adverse economic developments in the markets that we operate in or that have an indirect

impact on our business could have material and adverse effects on our business, results of

operations, financial performance and prospects. The global economic situation as well as any

political crisis in oil producing countries or regions may produce drastic impact on the price of oil.

This would in turn have an impact on the oil and ga

Documents

SIP1310011 Project Eagle Prelim(1506)C