OTTO MARINE LTD This announcement does not constitute nor form part of any offer or invitation to sell, issue or subscribe for securities in the United States. Any notes or other securities to be issued under the MTN Programme (as defined below) have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or the securities law of any state of the United States or any other jurisdiction and may not be offered or sold in the United States or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. No public offering is being made in the United States or in any other jurisdiction where such an offering is restricted or prohibited or where such offer would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Neither this notice nor any portion hereof may be sent or transmitted into the U.S. or any jurisdiction where it is unlawful to do so. Any failure to comply with these restrictions may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
OTTO MARINE LIMITED
(Unique Entity Number: 197902647M)
(Incorporated with limited liability in the Republic of Singapore on 5 September 1979)
The board of directors of Otto Marine Limited (the "Company") wishes to announce that:
(1) DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited have been appointed by Otto Marine Services Pte. Ltd. (the "Issuer"), a wholly-owned subsidiary of the Company, as the joint arrangers of the S$500,000,000 Multicurrency Medium Term Note Programme (the "MTN Programme") following the retirement of Standard Chartered Bank as the arranger of the MTN Programme, both with effect from 21 July 2014; and
(2) the Issuer intends to issue S$70,000,000 7% Fixed Rate Notes due 2016 (the "Series 002
Notes") under the MTN Programme. The Series 002 Notes will be unconditionally and irrevocably guaranteed by the Company. BNP PARIBAS, DBS Bank Ltd. and Oversea- Chinese Banking Corporation Limited have been appointed as the joint lead managers and bookrunners in relation to the Series 002 Notes.
The Company also wishes to announce that launch and pricing of the Series 002 Notes have taken place on 23 July 2014. Any offering of the Series 002 Notes has been and will be made pursuant to exemptions invoked under Sections 274 and/or 275 of the Securities and Futures Act, Chapter 289 of Singapore.
The principal terms of the Series 002 Notes include the following:
Further details on the terms of the Series 002 Notes are set out in the pricing supplement to be signed by the Issuer and the Company.
The net proceeds from the issue of the Series 002 Notes (after deducting issue expenses) will be on- lent by the Issuer to the Company and/or any member of the Company and its subsidiaries (the "Group") to finance the capital expenditure requirements and general working capital purposes of the Group, and to refinance existing borrowings of the Group.
Application will be made to the Singapore Exchange Securities Trading Limited ("SGX-ST") for the listing and quotation of the Series 002 Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in the Issuer's Information Memorandum dated 21 July 2014. Admission to the Official List of the SGX-ST and quotation of the Series 002 Notes on the SGX-ST are not to be taken as an indication of the merits of the Issuer, the Company, their respective subsidiaries or associated companies (if any), the MTN Programme or the Series 002 Notes.
By Order of the Board
See Kian Heng
Group Executive Director
24 July 2014
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