Mermaid Maritime Public Company Limited
A Leader in Drilling and Sub-sea Engineering Services in South East Asia
Mermaid Maritime Public Company Limited
Prospectus dated October 9, 2007 (Registered by the Monetary Authority of Singapore on October 9, 2007) 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.
Mermaid Maritime Public Company Limited ME
M
RMA ID
ARITIME
(Registered in the Kingdom of Thailand as a company with limited liability, registration number 0107550000017)
Offering in respect of 140,000,000 Offering Shares (subject to the Over-allotment Option) Minimum size of the Public Offer: 7,000,000 Offering Shares Maximum Offering Price: S$1.56 per Offering Share
This is the initial public offering of our ordinary shares of par value Baht 1 each (the “Shares”). We are offering 140,000,000 new Shares (the “Offering Shares”) for subscription by investors at the Offering Price (as defined below) (the “Offering”). The Offering will consist of (i) an international placement (the “Placement”) to investors, including institutional and other investors in Singapore, outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) a public offer in Singapore (the “Public Offer”). The minimum size of the Public Offer is 7,000,000 Offering Shares. Investors applying for Offering Shares by way of Application Forms or Electronic Applications (both as referred to in the instruction booklet entitled “Terms, Conditions and Procedures for Application and Acceptance of the Offering Shares in Singapore” described below) under the Public Offer will pay the maximum offering price of S$1.56 per Offering Share (the “Maximum Offering Price”). The offering price for each Offering Share (the “Offering Price”) will not be more than the Maximum Offering Price. The Offering will be underwritten by Macquarie Securities (Singapore) Pte Limited, acting as the Sole Global Coordinator, Bookrunner and Underwriter (the “Global Coordinator”), BNP Paribas Capital (Singapore) Ltd and DBS Bank Ltd, acting as Co-Lead Managers and Underwriters (collectively the “Underwriters”) at the Offering Price, if the Offering Price is agreed between the Global Coordinator and us. There is currently no public market for our Shares. We have applied to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list all our issued Shares, including the Offering Shares, the Additional Shares (as defined below), if any, and the new Shares to be issued pursuant to the exercise of options under the Mermaid Share Option Plan (the “Plan”) on the Main Board of the SGX-ST. Such permission will be granted when we have been admitted to the Official List of the SGX-ST. Acceptance of applications for our Offering Shares will be conditional upon, among other things, (i) permission being granted to deal in and for quotation of all our issued Shares, the Offering Shares, the Additional Shares and the new Shares to be issued pursuant to the exercise of options under the Plan and (ii) registration of the increase in our issued and paid-up share capital with, and acceptance of the new list of Shareholders pursuant to the Offering by, the Ministry of Commerce of Thailand (“MOC”). Monies paid in respect of any application accepted will be returned, without interest or any share of revenue or other benefit arising therefrom and without any right or claim against us, the Issue Manager or the Underwriters, if these conditions are not fulfilled. Notwithstanding the foregoing, you should note that once the condition set out in paragraph (ii) above has been fulfilled, monies paid in respect of applications for the Offering Shares cannot, under the laws of Thailand, be refunded to successful applicants. In respect of the above statement, investors’ attention is drawn to the paragraph headed “Risk Factors – Risks relating to the ownership of our Shares – Investors may not have their application monies returned to them either on a timely basis or at all, if our Shares are not listed on the SGX-ST”. We have received a letter of eligibility from the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST in accordance with our application to the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this document (the “Prospectus”). Our eligibility to list on and admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, us, our subsidiaries or our Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”) on September 10, 2007 and October 9, 2007, respectively. The Authority assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the Additional Shares (if the Over-allotment Option (as defined below) is exercised) being offered or in respect of which an invitation is made for investment. We have obtained the approval of the Securities and Exchange Commission of Thailand (the “SEC”) for the offering of the Offering Shares in the Offering. Approvals or permissions received from the SEC do not constitute a guarantee by the SEC as to our performance or creditworthiness. Accordingly, in giving those approvals or permissions, the SEC will not be liable for our performance or default and accepts no responsibility for our financial soundness, our subsidiaries or any proposal or for the correctness of any opinion or statement expressed in this Prospectus or any other documents.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. The Offering will not be made in Thailand. See “Risk Factors” herein for a discussion of certain factors to be considered in connection with an investment in the Offering Shares. If the Shares are held through the Central Depository (Pte) Limited ("CDP"), CDP will be the only holder of record of the Shares being offered under this Offering and, accordingly, as a matter of Thai law, the only person or entity recognized as a Shareholder and legally entitled to vote on any matter to be submitted to the vote of our Shareholders at a general meeting of Shareholders. However, as CDP is not permitted under Thai law to split its vote with regard to the Shares that it holds, CDP has indicated that neither CDP nor any of its designees will exercise any right to attend, speak or vote at any shareholders' meeting in respect of the Shares deposited with CDP. Investors that desire to attend shareholders' meetings and exercise their voting rights under their names with regard to Shares beneficially owned by them will be required to transfer their Shares out of the CDP system and have the share transfer registered in the share register book. As a result of the time and cost involved in such a transfer, it will be highly impractical for investors who desire to vote at and attend shareholders' meetings to transfer their Shares out of the CDP system. In addition, a Shareholder who transfers his Shares out of the CDP system will not be able to trade the Shares on SGX-ST unless he first transfers his Shares back into the CDP system. Your attention is drawn to the section headed "Specific Risk Factor – Your Ability to Vote at Shareholders’ Meetings Will Be Limited”. In connection with the Offering, we have granted the Global Coordinator an over-allotment option (the “Over-allotment Option”) exercisable by it, in full or in part, on one or more occasions no later than the earliest of (i) the date falling 30 days from the Listing Date (as defined below); (ii) the date when the Global Coordinator, acting as Stabilizing Manager has bought, on the SGX-ST, an aggregate of 18,000,000 Shares, representing not more than 15.0% of the total Offering Shares, to undertake stabilizing actions; or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price, to subscribe for up to an additional 18,000,000 Shares (the “Additional Shares”) (which is in aggregate not more than 15.0% of the total number of Offering Shares), at the Offering Price solely to cover over-allotments, if any. If the Over-allotment Option granted by us is exercised in full, the total number of issued and existing Shares immediately after the completion of the Offering will be 541,205,340 Shares. The Offering Shares have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Offering Shares are being offered and sold outside the United States to non-U.S. persons (including institutional and other investors in Singapore) in reliance on Regulation S under the Securities Act and within the United States to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act (“Rule 144A”). Prospective investors are hereby notified that the seller of our Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Our Shares are not transferable except in accordance with the restrictions described under “Transfer Restrictions”. The Maximum Offering Price of S$1.56 is payable in full on application under the Public Offer and is subject to refund if and to the extent that the Offering Price is less than the Maximum Offering Price. Investors for the Placement are required to pay the Offering Price. In addition, investors for the Placement may be required to pay a brokerage fee of up to 1.0% of the Offering Price in connection with their subscription of Offering Shares. See “Plan of Distribution”. The Offering Price will be determined following a bookbuilding process by agreement between the Global Coordinator and us on a date currently expected to be on or about October 11, 2007 (the “Price Determination Date”), which date is subject to change. If for any reason the Offering Price is not agreed between the Global Coordinator and us, the Offering will not proceed. Notice of the Offering Price, if agreed, will be published in one or more major Singapore newspapers such as The Straits Times, The Business Times or Lianhe Zaobao not later than two calendar days after the Price Determination Date. References in this Prospectus to “hereof”, “herein” or “this document” should be construed as being references to this Prospectus. All copies of this Prospectus distributed in Singapore must be accompanied by the instruction booklet entitled “Terms, Conditions and Procedures for Application and Acceptance of the Offering Shares in Singapore”, which constitutes part of this Prospectus lodged with and registered with the Authority.
Sole Global Coordinator, Bookrunner and Underwriter
Macquarie Securities (Singapore) Pte Limited Issue Manager
Macquarie Securities (Asia) Pte Limited Co-Lead Managers and Underwriters
BNP Paribas Capital (Singapore) Ltd
DBS Bank Ltd