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)
Further to its announcement dated 24 July 2014, the board of directors of Otto Marine Limited (the "Company") wishes to announce that Otto Marine Services Pte. Ltd. (the "Issuer"), a wholly-owned subsidiary of the Company, has today issued S$70,000,000 7% Fixed Rate Notes due 2016 (the "Series 002 Notes") under its S$500,000,000 Medium Term Note Programme established by the Issuer on 13 April 2010 (the "MTN Programme").
BNP PARIBAS, DBS Bank Ltd., and Oversea-Chinese Banking Corporation Limited acted as the joint lead managers and bookrunners in relation to the Series 002 Notes.
Pursuant to Condition 5(b)(ii) of the Series 002 Notes, a "Change of Control Event" will occur when Mr. Yaw Chee Siew ceases to own in aggregate (whether directly or indirectly) at least 30 per cent. of the issued share capital of the Company. Upon the occurrence of a "Change of Control Event", each holder of the Series 002 Notes will have an option to require the Issuer to redeem the Series 002
Notes of such holder (subject to the terms and conditions of the Series 002 Notes).
Approval in-principle has been received from 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. The approval in- principle from, and the admission to the Official List of, the SGX-ST and the 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.
The Series 002 Notes are expected to be admitted to the Official List of the SGX-ST with effect from
9.00 a.m. on 4 August 2014.
Terms defined in the Issuer's Information Memorandum dated 21 July 2014 in relation to the MTN Programme shall have the same meaning in this announcement unless otherwise defined herein.
By Order of the Board
See Kian Heng
Group Executive Director
1 August 2014
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