Microsoft Word - Otto Marine Limited - Announcement - RSOV RYOv3 - minimal disclosure (DMS 22 Apr 2015).doc OTTO MARINE LIMITED

(Company Registration Number 197902647M)

(Incorporated with limited liability in the Republic of Singapore on 5 September 1979)

ACQUISITION OF SUBSIDIARIES


Otto Marine Limited (the "Company") wishes to announce that its indirect wholly owned subsidiary, Supply Fleet Pte. Ltd. (the "Buyer"), entered into two (2) stock purchase agreements, with an unrelated third party (the "Seller") in relation to:
(i) the purchase of 35,500 ordinary and fully paid-up shares held by the Seller (the "Acquired RSOV Shares") in RSOV Marine Pte. Ltd. ("RSOV Marine"), a company incorporated in Singapore. The Acquired RSOV Shares constitute 71% of the total issued and paid-up share capital of RSOV Marine; and
(ii) the purchase of 7,100 ordinary and fully paid-up shares held by the Seller (the "Acquired RY Offshore Shares") in RY Offshore Pte Ltd ("RY Offshore"), a company incorporated in the British Virgin Islands. The Acquired RY Offshore Shares constitute 71% of the total issued and paid-up share capital of RY Offshore,
(collectively, the "Acquisitions").
The consideration for the Acquisitions was approximately US$8.0 million (the "Purchase Price") and was agreed on a willing-buyer and a willing-seller basis, and taking into account the pro-rated amount of the respective net tangible assets of RSOV Marine and RY Offshore.
The Purchase Price will be satisfied wholly in cash and settlement shall be upon the fulfillment and/or waiver of certain conditions precedent and completion of due diligence.
The net value of the Acquired RSOV Shares and Acquired RY Offshore Shares was approximately US$11.0 million and was derived at on a willing buyer, willing seller basis and taking into account the pro-rated amount of the respective net tangible assets of RSOV Marine and RY Offshore.
Upon completion of the Acquisitions, RSOV Marine and RY Offshore will become indirect subsidiaries of the Company.
By Order of the Board
Michael See Kian Heng
Group Chief Executive Officer and
Group Executive Director
24 April 2015

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