Prospectus Initial public offering of shares Bhagwan Marine Limited ACN 009 154 349 The Offer is fully underwritten by Euroz Hartleys Limited IMPORTANT INFORMATION This is an important document and it should be read in its entirety. If after reading this Prospectus, you do not fully understand it or the rights attaching to the Shares offered by it, you should consult an accountant, solicitor or other professional adviser for assistance. LEAD MANAGER AND UNDERWRITER OF THE OFFER CORPORATE ADVISER INVESTIGATING ACCOUNTANT AUSTRALIAN LEGAL ADVISER IMPORTANT NOTICES Offer The Offer contained in this Prospectus is an invitation to acquire fully paid ordinary shares (Shares) in Bhagwan Marine Limited ACN 009 154 349 (Bhagwan or Company). This Prospectus is issued by the Company for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The Offer contained in this Prospectus is an initial public offering comprised of an offer of new Shares being issued by the Company. Refer to Section 7 for further details on the Offer. Lodgement and Listing This Prospectus is dated 28 June 2024 (Prospectus Date) and a copy was lodged with the Australian Securities and Investments Commission (ASIC) on that date. This Prospectus is a replacement prospectus which replaces the prospectus issued by the Company on 21 June 2024 (Original Prospectus) and lodged with ASIC on that date (Original Prospectus Date). For the purposes of this document, this replacement prospectus will be referred to as the Prospectus. This Prospectus differs from the Original Prospectus in the following areas: • Letter from the Chair to include additional disclosure to refer to the risks in Section 5; • Section 2.11.3 to include additional disclosure as to how Bhagwan intends to fund the activities outlined in that Section; • Section 3.3.1.1 to include additional disclosure to note that the forecasts in Figures 3.1 and 3.2 relating to forecasted LNG exports by country and LNG demand growth in Australia’s high potential markets from 2021 and 2022 respectively are the most recent ones identified by the Company and may have changed due to certain factors; • Section 4.6 to include additional information as to how Bhagwan has calculated its expectation to generate net cash from operations on a statutory basis of $19.5 million in H2 FY24F; • Section 4.6.2 to include additional notes to Table 4.12; • Section 4.9.3 to include additional disclosure explaining the reason Bhagwan considers the ratio of administrative expenses to net revenue will fall; • Section 4.9.8.7 to correct a typographical error; • Section 4.10 to remove references to Bhagwan’s intentions regarding payment of its first dividend; 2 • Sections 5.2.10 and 5.2.15 to include additional risk disclosure associated with Bhagwan’s related party transactions summarised in Sections 6.7, 9.6.4.3 and 9.6.4.4; • Section 6.6.3 to include additional detail regarding Bhagwan’s policy in place for considering and approving any transactions with related parties; • Section 6.7 to include additional disclosure regarding Bhagwan’s related party arrangements in accordance with ASIC Regulatory Guide 228; • Sections 6.7.1 and 6.7.2 to include additional disclosure relating to the rate payable under the related party leases; • Section 9.6.3.1 to include further details as to a further renewal of the Asset Maintenance Contract between Bhagwan and a large Australian port authority; • Section 9.6.4.1 to include additional disclosure regarding the purpose of the CBA Facilities and how funds received by Bhagwan under those facilities were spent; • Section 9.6.4.2 to include additional disclosure regarding the purpose of the Catalyst Facilities and how funds received by Bhagwan under those facilities were spent; • Section 9.6.4.3 to include additional disclosure regarding the purpose of the Kannikoski Shareholder Loan and how funds received by Bhagwan under the loan were spent; and • Section 9.6.4.4 to include additional disclosure regarding the purpose of the BM Fleet Loan and the interest rate payable to Bhagwan on the BM Fleet Loan. The lodgement of a replacement prospectus has also required certain references to reflect the fact the Company has now applied to ASX Limited (ASX) for admission to the official list and for quotation of its Shares on ASX. The Company has applied to ASX for admission of the Company to the official list of ASX and quotation of its Shares on ASX. None of ASIC, ASX or their officers take any responsibility for the content of this Prospectus or for the merits of the investment to which this Prospectus relates. The Company and its respective directors and officers, the Lead Manager and the Share Registry disclaim all liability, whether in negligence or otherwise, to persons who trade Shares before receiving their holding statement. IMPORTANT NOTICES Expiry Date No cooling-off rights This Prospectus expires on the date that is 13 months after the Original Prospectus Date (Expiry Date). No Shares will be allotted or issued on the basis of this Prospectus after the Expiry Date. Cooling-off rights do not apply to an investment in Shares offered under this Prospectus. This means that, in most circumstances, you cannot withdraw your application once it has been accepted. Exposure Period The Corporations Act prohibits the Company from processing Applications in the seven-day period after lodgement of the Original Prospectus with ASIC (Exposure Period). The Exposure Period may be extended by ASIC by up to a further seven days. The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus, in which case any application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. Note to Applicants The information in this Prospectus is not financial product advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in the Company. In particular, you should consider the basis of preparation of the Financial Information and the best estimate assumptions underlying the Forecast Financial Information (see Section 4) and the risk factors (see Section 5) that could affect the business, operational and financial performance of the Company. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues) and seek professional guidance from your stockbroker, solicitor, accountant or other independent professional adviser before deciding whether to invest in the Shares. Some of the key risk factors that should be considered by prospective investors are set out in Section 5. There may be risk factors in addition to these that should be considered in light of your personal circumstances. You should also consider the assumptions underlying the financial information and the risk factors that could affect the Company’s business, financial condition and results of operations. No person named in this Prospectus, nor any other person, guarantees the performance of the Company or the repayment of capital or any return on investment made pursuant to this Prospectus. No offering where offering would be illegal This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of the Shares in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia (including electronically) may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus has been prepared for publication in Australia and may not be released or distributed in the United States. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares and Existing Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, except in a transaction exempt from the registration requirements of the US Securities Act and applicable United States state securities laws. The Offer is not being extended to any investor outside Australia other than to Institutional Investors as part of the Institutional Offer. This Prospectus does not constitute an offer or invitation to potential investors to whom it would not be lawful to make such an offer or invitation. Statements of past performance This Prospectus includes information regarding the past performance of the Company. Past performance information given in this Prospectus is given for illustrative purposes only. Investors should be aware that past performance does not represent, and should not be relied upon as being indicative of, future performance. Actual results could differ materially from the past performance information contained in this Prospectus. BHAGWAN MARINE PROSPECTUS 3 Financial information presentation Forward-looking statements Section 4 sets out in detail the Financial Information referred to in this Prospectus. The basis of preparation of the Financial Information is set out in Section 4.2. All references to FY21, FY22 and FY23 appearing in this Prospectus are references to the financial years ended 30 June 2021, 30 June 2022 and 30 June 2023, respectively, and all references to FY24 appearing in this Prospectus are to the financial year ending 30 June 2024, unless otherwise indicated. Various statements in this Prospectus may be in the nature of forward-looking statements, including statements of current intentions, statements of opinion and predictions as to future events. These statements include the Company’s expectations about the performance of the Company’s business, growth strategy and the Forecast Financial Information in Section 4, as well as expected trends in the industry sectors in which the Company currently operates. Forward-looking statements can be identified by the use of “forward-looking” terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “predicts”, “intends”, “plans”, “proposes”, “goals”, “targets”, “aims”, “outlook”, “guidance”, “forecasts”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, and speak only as of the Prospectus Date. Historical Financial Information is presented on both a statutory and a pro forma basis and has been prepared in accordance with the recognition and measurement principles prescribed by the Australian Accounting Standards (AAS). This Prospectus also includes Forecast Financial Information for FY24 based on general and specific assumptions as set out in Sections 4.7.1 and 4.7.2, including the sensitivity analysis set out in Section 4.8 and the risk factors set out in Section 5. The basis of preparation and presentation of the Forecast Financial Information, to the extent applicable, is consistent with the basis of preparation and presentation of the Historical Financial Information. The Forecast Financial Information presented in this Prospectus is presented on both a statutory basis and a pro forma basis and is unaudited. Investors should note that certain financial information included in the Prospectus is not recognised under the AAS and classified as “non-IFRS financial information” under Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC. The Company believes that this non-IFRS financial information provides useful information to users in measuring the financial performance and condition of the Company. The non-IFRS financial measures do not have standardised meanings under the AAS and therefore may not be comparable to similarly titled measures presented by other entities, nor should they be interpreted as an alternative to other financial measures determined in accordance with the AAS. Investors are cautioned therefore not to place undue reliance on any non-IFRS financial information and ratios included in this Prospectus. Rounding A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Prospectus are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Prospectus. References to minimum application amounts, and similar amounts may vary slightly compared to actual amounts due to rounding. 4 Any forward-looking statements are subject to various inherent risks and uncertainties (many of which are outside the Company’s control) that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. As a result, forward looking statements should be read in conjunction with risk factors as set out in Section 5, the general assumptions, specific assumptions and sensitivity analysis contained in the Financial Information set out in Section 4, and other information in this Prospectus. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the Company’s control. None of the Company, or the Lead Manager or the other Lead Manager Parties (defined below), or any other person guarantees that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forwardlooking statements. The Company does not have any obligation (or intention) to update or revise forward-looking statements contained in this Prospectus, or publish any prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. This Prospectus, including the overviews of the industry in which the Company operates in Sections 2 and 3, uses market data and third party estimates and other information (including industry forecasts and projections). The Company has obtained portions of this information from databases and research prepared by third parties, including those listed in Section 9.8. Certain information contained in the Prospectus has been extracted by the Company from these reports and based on the Company’s analysis of such information. None of the authors of the reports noted in this paragraph have authorised or approved the publication of the Prospectus. The market and industry data has not been independently prepared or verified and neither the Company nor the Lead Manager nor the other Lead Manager Parties (defined below) can assure you as to its accuracy or the accuracy of the underlying assumptions used to estimate such data. Industry assumptions, estimates and forecasts involve risk and uncertainties and are subject to change based on various factors, including those described in the risk factors set out in Section 5. There is no assurance that any of the third party estimates or projections contained in this Prospectus will be achieved. Market data and statistics are inherently subject to a range of limitations and possible errors, including errors in data collection and the possibility that relevant data has been omitted. As a result, this data is subject to uncertainty and not necessarily reflective of actual market conditions. Moreover, in choosing what third party sources to reference in the Prospectus, the Company has given due regard to the latest available industry sources that are publicly available. As such, investors are cautioned not to place undue reliance on such information. A third party is not obliged to, and will not, update or revise any content of their reports, other than where required by law, irrespective of any changes, events, conditions, availability of new information or other factors which may occur subsequent to the date of their report. These reports do not represent investment advice nor do they provide an opinion regarding the merits of the Offer. Disclaimer The Lead Manager has acted as lead manager and underwriter to the Offer. The Lead Manager, together with its related bodies corporate, shareholders and affiliates and their respective officers, directors, employees, partners, affiliates, agents and advisors (each a Lead Manager Party) have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Prospectus, and do not make or purport to make any statement in this Prospectus, and there is no statement in this Prospectus which is based on any statement made by a Lead Manager Party. To the maximum IMPORTANT NOTICES Industry and third party market data extent permitted by law, each Lead Manager Party expressly disclaims any and all liabilities (including, without limitation, any liability arising out of fault or negligence for any direct, indirect, consequential or contingent loss or damage) in respect of, and makes no representations or warranties (express or implied) regarding, and takes no responsibility for, and has not independently verified, any part of this Prospectus or the Offer (other than in the case of the Lead Manager, references to its name) and makes no representation or warranty as to the currency, accuracy, reliability, completeness or fairness of this Prospectus. The Lead Manager Parties make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by a Lead Manager Party in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. The Lead Manager Parties are involved in, or in the provision of, a wide range of financial services and businesses including (without limitation) securities trading and brokerage activities and providing retail, private banking, commercial and investment banking, investment management, corporate finance, securities issuing, credit and derivative, trading and research products and services, including (without limitation) to, or in connection with, persons directly or indirectly involved with the Offer (such as existing securityholders and members of the Board) or interests associated with such persons, out of which conflicting interests or duties may arise. In the ordinary course of these activities, each of the Lead Manager Parties may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, including (without limitation) in debt or equity securities, loans, financing arrangements, or other financial accommodation, financial products or services, in connection with, or which rely on the performance of obligations by, interests associated with the existing securityholders, members of the Board or other persons that may be involved in the Offer. Unless specifically noted in Section 9.8, statements made by, attributed to, or based on statements made by third parties have not been consented to for the purpose of section 729 of the Corporations Act and are included in this Prospectus by the Company on the basis of ASIC Corporations (Consents To Statements) Instrument 2016/72 relief from the Corporations Act for statements used from books, journals or comparable publications. No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offer. You should rely only on information in this Prospectus. BHAGWAN MARINE PROSPECTUS 5 Obtaining a copy of this Prospectus Privacy This Prospectus is available to Australian resident investors in electronic form at the Offer website, https://events.miraqle. com/bhagwan-ipo. During the Exposure Period, the electronic form of the Prospectus will not contain an Application Form. Application Forms will not be made available until after the Exposure Period has expired. The Offer constituted by this Prospectus in electronic form is available only to Australian residents accessing the website from Australia and it is not available to persons in any other jurisdiction (including the United States). Persons who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. By completing an Application Form, you are providing personal information to the Company and the Share Registry, which is contracted by the Company to manage Applications. The Company and the Share Registry on their behalf, collect, hold and use that personal information to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration. Some of this personal information is collected as required or authorised by certain laws including the Income Tax Assessment Act 1997 (Cth) and the Corporations Act. A paper copy of the Prospectus is available free of charge to any person in Australia by calling the Offer Information Line on 1800 129 386 (within Australia) or +61 1800 129 386 (outside Australia) from 8.30 am until 5.00 pm (Sydney time) opening Monday to Friday before the close of the Offer. Applications for Shares may only be made during the Offer Period on the appropriate Application Form attached to, or accompanying, this Prospectus in its paper copy form, or in its electronic form which must be downloaded in its entirety from https://events.miraqle.com/bhagwan-ipo. By making an Application, you declare that you were given access to the Prospectus, together with an Application Form. The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to, or accompanied by, this Prospectus in its paper copy form or the complete and unaltered electronic version of this Prospectus. If you do not provide all the information requested, your Application Form may not be able to be processed or accepted. Your personal information may also be provided to members, agents and service providers of the Company on the basis that they deal with such information in accordance with the privacy policy of the Company and applicable laws. These members, agents and service providers may be located outside Australia where your personal information may not receive the same level of protection as that afforded under Australian law. The types of agents and service providers that may be provided with your personal information and the circumstances in which your personal information may be shared include: • the Share Registry for ongoing administration of the register of members; • printers and other companies for the purposes of preparation and distribution of statements and for handling mail; • market research companies for the purposes of analysing the shareholder base and for product development and planning; and • legal and accounting firms, auditors, contractors or consultants and other advisors for the purposes of administering, and advising on, the Shares and for associated actions. Defined terms, abbreviations, times and dates Defined terms and abbreviations used in this Prospectus are explained in Section 10. Unless otherwise stated or implied, references to times and dates in this Prospectus are to Perth time. Under the Corporations Act some of this information must be included in the Company’s securities register, which will be accessible by the public (including name, address and details of the securities held) in its public register of members. If you do not provide all the information requested, your Application Form may not be able to be processed or accepted. The information contained in the Company’s register of members must remain there even if a person ceases to be a shareholder. Information contained in the Company’s register of members is also used to facilitate dividend payments and corporate communications (including financial results, annual reports and other information that the Company may wish to communicate to its shareholders) and compliance by the Company with legal and regulatory requirements. An Applicant 6 By submitting an Application, you agree that the Company and the Share Registry may communicate with you in electronic form or contact you by telephone in relation to the Offer. Photographs and diagrams Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses this Prospectus or that assets shown in them are owned by the Company. IMPORTANT NOTICES has a right to gain access to the information that the Company and the Share Registry may hold about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing or by telephone call to the Company’s registered office or the Share Registry’s office, details of which are disclosed in the Corporate Directory of this Prospectus. Applicants can obtain a copy of the Company’s privacy policy by visiting the Company’s website, https://www. bhagwanmarine.com. The privacy policy contains further details regarding access, correction and complaint rights and procedures. If you have any questions If after reading this Prospectus, you do not fully understand it or the rights attaching to the Shares offered by it, you should consult an accountant, solicitor or other professional adviser for assistance. The Company is unable to advise Applicants on the suitability or otherwise of an investment in the Company. Instructions on how to apply for Shares are set out in Section 7 of this Prospectus and on the back of the provided Application Form. If you have any questions about how to apply for Shares, please call your share broker. Alternatively, you can call the Offer Information Line on 1800 129 386 (within Australia) or +61 1800 129 386 (outside Australia) from 8.30 am until 5.00 pm (Sydney time) opening Monday to Friday. This document is important and should be read in its entirety. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in graphs, charts and tables is based on information available as at the date of this Prospectus. Investigating Accountant’s report and financial services guide The provider of the Investigating Accountant’s report on the Financial Information is required to provide Australian retail clients with a financial services guide in relation to the review under the Corporations Act. The Investigating Accountant’s report and accompanying financial services guide are provided in Section 8. BHAGWAN MARINE PROSPECTUS 7 Bhagwan Marine is a leading marine solutions provider operating in the oil & gas, resources, civil construction, marine logistics, offshore wind and defence industries CONTENTS 5. Risk Factors 110 10 6. Board, Management and Corporate Governance 120 13 7. Details of the Offer 150 1. Investment Overview 14 8. Investigating Accountant’s Report 164 2. Company and Business Overview 34 9. Additional Information 174 3. Industry Overview 60 10. Glossary 196 4. Financial Information 80 Annexure A Key Accounting Policies 200 Corporate Directory 209 Important Notices Key Offer Information Letter from the Chair 2 Corporate Directory 152 KEY OFFER INFORMATION Key Offer Statistics1 DESCRIPTION Offer Price per Share VALUE/NUMBER $0.63 Existing Shares on issue 148,216,111 New Shares to be issued under the Offer 126,984,127 Total number of Shares on issue at Completion 275,200,238 Gross proceeds from the Offer $80.0 million Market capitalisation at the Offer Price2 173.4 million Pro forma Net Debt (as at 31 December 2023)3 $17.9 million Enterprise Value (fully diluted)4 $191.3 million Enterprise Value (fully diluted) / pro forma FY24 EBITDA5 4.9 times Enterprise Value (fully diluted) / pro forma FY24 EBIT5 12.1 times Market capitalisation at the Offer Price / pro forma FY24 NPAT5 16.7 times Notes: 1. The Key Offer Statistics contain Forecast Financial Information, which is prepared on the basis of the general and specific assumptions set out in Sections 4.7.1 and 4.7.2, including the sensitivity analysis set out in Section 4.8 and the risk factors set out in Section 5. The above table also contains non-IFRS measures, which are discussed in