OTTO MARINE LIMITED

(Company Registration Number 197902647M)

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

ACQUISITION OF SHARES IN GO MARINE GROUP PTY LTD


1. INTRODUCTION AND THE ACQUISITION
The board of directors (the "Board") of Otto Marine Limited (the "Company") wishes to announce that the Company has entered into a share purchase agreement (the "Agreement") with M Squared Nominees Pty Limited ("M Squared") to acquire (the "Acquisition") approximately 10% of the total number of issued shares (the "Sale Shares") in Go Marine Group Pty Ltd ("GMG"). Prior to the Acquisition, the Company's wholly owned subsidiary, Otto Ventures Pte Ltd ("OVPL") owned approximately 90% of the total number of issued shares in GMG.
Pursuant to the Agreement, the Company will inter alia, acquire the Sale Shares as consideration for such number of new shares in the Company, the aggregate value of which is US$5 million (the "Consideration Shares"), to be issued and allotted to Mr. Garrick James Stanley ("Garrick"), the Company's Executive Director and Group Chief Executive Officer, or such other person as may be directed by M Squared.
Based on the exchange rate of S$1.2507:US$1, and the closing price of the shares in the Company of S$0.07 as at 16 May 2014, 89,335,714 Consideration Shares would be issued and allotted to Garrick or such other person as M Squared may direct.
M Squared shall effect the transfer of the Sale Shares to OVPL (the "Transfer") as directed by the Company.
Upon the completion of the Acquisition, GMG shall become a direct wholly-owned subsidiary of OVPL and an indirect wholly-owned subsidiary of the Company.
2. CONDITIONS PRECEDENT
Completion of the Acquisition is conditional upon the following:
(a) the approval by the Board of (i) the Transfer and (ii) the issuance and allotment of the Consideration Shares, to Garrick or such other person as may be directed by M Squared, being obtained; and
(b) the shareholders of the Company having passed the resolution authorising the Board to issue shares in the capital of the Company, subject to such restrictions pursuant to the Companies Act (Chapter 50), at the annual general meeting of the Company on 30 April 2014.
3. CONSIDERATION FOR THE ACQUISITION
The consideration for the Acquisition (in the form of 89,335,714 Consideration Shares) was derived from arm's length negotiations between the Company and M Squared, taking into account (a) the net asset value of GMG, its subsidiaries and its interests in its associated companies (collectively, the "GMG Group"), and (b) the valuation of the GMG Group as assessed by such lenders of convertible loans which were previously extended to GMG.
4. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

Garrick, the Executive Director and Group Chief Executive Officer of the Company, is the beneficial owner of the Sale Shares.

Save for such Director's/controlling shareholder's shareholding in the Company and Garrick's beneficial ownership of the Sale Shares, none of the Directors or controlling shareholders of the Company has any interest, direct or indirect, in the Acquisition.
By Order of the Board
Michael See Kian Heng
Group Executive Director
19 May 2014

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