Microsoft Word - US$20 Million Loan Agreement with Option + US$34 Million Credit Facility (2).doc OTTO MARINE LIMITED

(Company Registration Number 197902647M)

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

US$20 MILLION LOAN AGREEMENT WITH OPTION AND US$34 MILLION CREDIT FACILITY AGREEMENT


Otto Marine Limited (the "Company" and collectively with its subsidiaries, the "Group")
wishes to announce that:
(i) its indirect wholly owned subsidiary, Surf Subsea Pte. Ltd. ("Surf Subsea"), has entered into a US$20 million loan option agreement (the "Loan Option Agreement") with Oversea-Chinese Banking Corporation Limited (the "Bank"). The option relates to the Bank having a right to subscribe for new ordinary shares upon the listing of Surf Subsea or its investment vehicle for up to US$20 million; and
(ii) its wholly owned subsidiary, Go Sirius Private Limited ("Go Sirius"), has entered into a US$34 million credit facility agreement (the "Facility Agreement") with the Bank.

Rule 704(31)

Pursuant to Rule 704(31), each of the Loan Option Agreement and the Facility Agreement contains a condition which makes reference to the shareholding interest of one of the Company's controlling shareholders (the "Condition"), Mr. Yaw Chee Siew. The Condition obliges each of Surf Subsea and Go Sirius to procure that Mr. Yaw holds directly or indirectly no less than 30% equity interest in the issued share capital of the Company at all times. The breach of this Condition will cause a default in both the Loan Option Agreement and the Facility Agreement, which may trigger cross-defaults under the Group's other credit facilities and significantly affect the Company's operations.
The aggregate level of the Group's other credit facilities that may be affected by a breach of this Condition is US$313 million.

Rule 728

In compliance with Rule 728 of the SGX Listing Manual, the Company has previously obtained an undertaking from Mr. Yaw Chee Siew, for him to notify the Company, as soon as he becomes aware, of any share pledging arrangements relating to his shares in the Company and of any event which may result in a breach of any relevant condition and/or restriction in any loan agreements that contain provisions which make reference to his shareholding interest.
As of today, Mr. Yaw Chee Siew holds an aggregate interest of 61.23% in the issued share capital of the Company.

Submitted by

Michael See Kian Heng
Group Chief Executive Officer and Group Executive Director
29 May 2015

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