O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX
O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX
O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX
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General<br />
No action has been taken or will be taken by us, the Vendors and the Underwriter in any jurisdiction that<br />
would permit a public offering of Shares outside Singapore or possession or distribution of any offering<br />
documents or any amendment or supplement thereto or any other offering or publicity material relating to the<br />
Shares in any country or jurisdiction where action for that purpose is required.<br />
Australia<br />
No prospectus, disclosure document, offering material or advertisement in relation to the Offering Shares<br />
has been lodged with the Australian Securities and Investments Commission (“ASIC”) or the Australian Stock<br />
Exchange Limited. Accordingly, a person may not (a) make, offer or invite applications for the issue, sale or<br />
purchase of the Offering Shares within, to or from Australia (including an offer or invitation which is received<br />
by a person in Australia) or (b) distribute or publish this document or any other prospectus, disclosure<br />
document, offering material or advertisement relating to the Offering Shares in Australia, unless (i) the<br />
minimum aggregate consideration payable by each offeree is at least A$0.5 million (or its equivalent in an<br />
alternative currency) (disregarding moneys lent by the offeror or its Associates) or the offer otherwise does not<br />
require disclosure to investors in accordance with Part 6D.2 of the Corporations Act 2001 (Cth) of Australia<br />
(“Corporations Act”); and (ii) such action complies with all applicable laws and regulations.<br />
An offer does not require disclosure to investors under Part 6D.2 of the Corporations Act if it is to<br />
persons who are able to demonstrate that are a “professional investor”, a “sophisticated investor”, or an<br />
“experienced investor” as contemplated in sections 708(8), 708(10), or 708(11) of the Corporations Act.<br />
As any offer for the issue of Offering Shares under this document will be made without disclosure in<br />
Australia under Part 6D.2 of the Corporations Act, the offer of the Offering Shares for resale in Australia<br />
within 12 months of their issue may, under Section 707(3) of the Corporations Act, require disclosure to<br />
investors under Part 6D.2 if none of the exemptions in Section 708 of the Corporations Act apply to that<br />
resale.<br />
Accordingly, any person to whom Offering Shares are issued pursuant to this document should not, within<br />
12 months after the issue, offer those Offering Shares for sale to investors in Australia except in circumstances<br />
where disclosure to investors is not required under Part 6D.2 or unless a compliant disclosure document is<br />
prepared and lodged with ASIC.<br />
Chapter 6D of the Corporations Act 2001 (Cth) is complex, and if in any doubt as to the application or<br />
effect of this legislation, you should confer with your professional advisers.<br />
Belgium<br />
This document has not been submitted for approval to the Belgian Banking, Finance and Insurance<br />
Commission or any other competent authority in the European Economic Area and, accordingly, the Offering<br />
Shares may not be distributed in Belgium by way of an offer of securities to the public, as defined in<br />
Article 2.1(d) of the Prospectus Directive and Article 3 & 1 of the law of 16 June 2006 on public offerings of<br />
investment instruments and the admission of investment instruments to trading on regulated markets, save in<br />
those circumstances commonly called “private placement” set out in Article 3.2 of the Prospectus Directive<br />
and Article 3 & 2 of the law of 16 June 2006.<br />
European Economic Area<br />
The distribution of this document and the offering of the Shares in certain jurisdictions may be restricted<br />
by law. Neither we nor the Underwriter represent that this document may be lawfully distributed, or that the<br />
Shares may be lawfully offered, in compliance with any applicable registration or other requirements in any<br />
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any<br />
distribution or offering.<br />
Unless expressly specified otherwise below, neither we nor the Underwriter has taken action, nor will any<br />
of us take action to render the public offer of the Shares or their possession, or the distribution of offer<br />
documents relating to the Shares, admissible in any jurisdiction requiring special measures to be taken for this<br />
purpose. Accordingly, the Shares may not be offered or sold, directly or indirectly, and none of this document,<br />
any advertisement relating to the Shares or any other offering material may be distributed or published in any<br />
jurisdiction, except under circumstances that will result in compliance with any applicable laws and<br />
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