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O TTO M ARINE L IMITED - Microsoft Internet Explorer - SGX

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TRANSFER RESTRICTIONS<br />

Because the following restrictions will apply to the Placement, purchasers are advised to consult their<br />

own legal counsel prior to making any offer, resale, pledge or transfer of our Shares.<br />

The Shares have not been and will not be registered under the Securities Act and may not be offered and<br />

held within the United States or to, or for the account or benefit of, US persons (as defined in the<br />

Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration<br />

requirement of the Securities Act. The Shares are not being offered and sold in the United States or to US<br />

persons.<br />

The Shares will be offered by the Underwriter on behalf of the Company outside the United States to<br />

non-US persons in offshore transactions in reliance on Regulation S under the Securities Act.<br />

Each purchaser of our Shares in the Offering outside the United States pursuant to Regulation S and each<br />

subsequent purchaser of those Shares in resales prior to the expiration of the Distribution Compliance Period,<br />

by accepting delivery of this document and the Shares, will be deemed to have represented, agreed and<br />

acknowledged as follows:<br />

(1) it acknowledges (or if it is a broker-dealer, its customer has confirmed to it that such customer<br />

acknowledges) that such Shares have not been and will not be registered under the Securities Act;<br />

(2) it certifies that either (a) it is, or at the time the Shares are purchased will be, the beneficial<br />

owner of the Shares, and (i) it is not a US person (within the meaning of Regulation S) and it is located<br />

outside the United States and (ii) it is not an affiliate of the Company or a person acting on behalf of the<br />

Company or an affiliate of the Company, or (b) it is a broker-dealer acting on behalf of its customer and<br />

its customer has confirmed to it that (i) such customer is, or at the time the Shares are purchased will be,<br />

the beneficial owner of the Shares, (ii) such customer is not a US person (within the meaning of<br />

Regulation S) and it is located outside the United States and (iii) is not an affiliate of the Company or a<br />

person acting on behalf of the Company or an affiliate of the Company;<br />

(3) it agrees (or if it is a broker-dealer, its customer has confirmed to it that such customer agrees)<br />

that prior to the expiration of the Distribution Compliance Period, it (or such customer) will not offer,<br />

sell, pledge or otherwise transfer such Shares except to a person other than a US person purchasing<br />

Shares in an offshore transaction meeting the requirements of Regulation S; and<br />

(4) the Company, the Issue Managers and the Underwriter will rely upon the truth and accuracy of<br />

the foregoing acknowledgements, representations and agreements.<br />

Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the<br />

above-stated restrictions shall not be recognised by the Company.<br />

General<br />

Each purchaser of our Shares in the Offering will be deemed to have represented and agreed that it is<br />

relying on this document and not on any other information or representation concerning us or our Shares, and<br />

none of us, the Vendors, the Issue Managers, the Underwriter, or any other person responsible for this<br />

document or any part of it, will have any liability for any such other information or representation.<br />

187

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