SUMMARY CONSOLIDATED FINANCIAL INFORMATION The following tables present our selected consolidated financial information as at and for the years ended 31 December 2005, 2006, 2007 and the five months ended 31 May 2007 and 2008. The following discussion should be read in conjunction with our audited consolidated financial statements for FY2005, FY2006 and FY2007 and the notes thereto and our unaudited condensed consolidated financial statements for the five months ended 31 May 2008 and the related notes thereto and all other financial information which are included elsewhere in this document. You should also see the section of this document entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. We derived the summary financial information presented below from our audited consolidated financial statements for FY2005, FY2006 and FY2007 and our unaudited condensed consolidated financial statements for the five months ended 31 May 2007 and 2008. Our condensed consolidated financial statements for the five months ended 31 May 2007 have not been audited or reviewed. Prospective investors should note that our results for the five months ended 31 May 2008 are not necessarily indicative of the results that we will achieve for the year ending 31 December 2008. Our unaudited condensed consolidated financial statements for the five months ended 31 May 2007 and 2008 have been prepared on the same basis as our audited consolidated financial statements for FY2005, FY2006 and FY2007. Our consolidated financial statements were prepared and presented in accordance with SFRS. We have prepared our financial statements in accordance with SFRS, which may differ in certain significant respects from generally accepted accounting principles in other countries. Consolidated Profit and Loss Statements Financial Years Ended 31 December Five Months Ended 31 May 2005 2006 2007 2007 2007 2008 S$ S$ S$ US$ (Unaudited) S$ (Unaudited) S$ (Unaudited) (In thousands except per Share data) Revenue. ................... 54,689 147,255 314,024 230,900 86,308 219,533 Cost of sales . ................ (48,591) (125,879) (232,326) (170,828) (71,293) (162,467) Gross profit ................. 6,098 21,376 81,698 60,072 15,015 57,066 Other income (expense). ........ (969) 429 (8,045) (5,916) 1,554 (12,853) Administration expenses ........ Share of profits (losses) of (3,034) (5,270) (12,356) (9,085) (4,753) (7,448) associates . ................ — — (268) (197) — 4,571 Finance costs ................ (2,042) (2,383) (5,905) (4,342) (1,067) (4,919) Profit before income tax ....... 53 14,152 55,124 40,532 10,749 36,417 Income tax expense. ........... (462) (449) (1,449) (1,065) (649) (500) Profit (Loss) for the period ..... (409) 13,703 53,675 39,467 10,100 35,917 Attributable to Equity holders of our Company .............. 3,082 20,200 41,927 30,829 8,964 32,711 Minority interests ............. (3,491) (6,497) 11,748 8,638 1,136 3,206 (409) 13,703 53,675 39,467 10,100 35,917 Earnings per Share (1) attributable to equity holders of our Company (expressed in cents per Share) Basic ...................... 0.32 2.07 4.30 3.16 0.92 3.35 Diluted (2) ................... 0.26 1.71 3.55 2.61 0.76 2.77 Notes: (1) We calculated our earnings per Share based on the number of Shares outstanding prior to the completion of the Offering and after (i) deducting the amount of our profit attributable to minority interests and (ii) giving effect to the Share Split described in the section “Description of Share Capital”. (2) As adjusted for the issue of 206,045,000 New Shares. 8
Consolidated Balance Sheets As at As at 31 December 31 May 2005 2006 2007 2007 2008 S$ S$ S$ US$ S$ (Unaudited) (Unaudited) (In thousands except per Share data) ASSETS Current assets Cash and bank balances ....................... 1,285 14,238 18,186 13,372 10,082 Pledged deposits ............................. 138 40,969 195,718 143,910 151,183 Trade receivables ............................ 20,430 4,239 25,538 18,778 19,370 Gross amount due from customers for contract work . . — 27,418 94,300 69,338 177,055 Deposits, prepayments and other receivables ........ 7,675 21,803 61,757 45,410 115,503 Inventories ................................. 21,373 25,769 81,465 59,901 67,056 Total current assets ........................... Non-current assets 50,901 134,436 476,964 350,709 540,249 Investments in associates ....................... — — 4,709 3,463 8,692 Available-for-sale investments ................... — — 4,080 3,000 4,187 Goodwill .................................. — 922 5,101 3,750 40,370 Property, plant and equipment ................... 11,717 18,527 91,011 66,920 96,123 Total non-current assets ....................... 11,717 19,449 104,901 77,133 149,372 Total assets ................................ 62,618 153,885 581,865 427,842 689,621 LIABILITIES AND EQUITY Current liabilities Loans and overdraft .......................... 25,754 38,237 136,847 100,623 134,426 Trade payables .............................. 20,619 39,594 168,765 124,092 224,603 Gross amount due to customers for contract work .... 277 35,070 97,341 71,574 84,637 Other payables .............................. 3,805 6,210 6,561 4,824 7,152 Deferred gain — short term ..................... — — 482 354 482 Current portion of finance leases ................. — 25 80 60 80 Income tax payable ........................... 513 905 2,122 1,560 2,005 Total current liabilities ........................ Non-current liabilities 50,968 120,041 412,198 303,087 453,385 Loans and overdraft .......................... — — 47,516 34,938 41,526 Deferred gain — long term ..................... — — 12,619 9,279 12,218 Loan from related parties ...................... 52,170 27,872 51,381 37,780 102,828 Finance leases ............................... — 170 347 255 315 Total non-current liabilities ..................... Capital, reserves and minority interests 52,170 28,042 111,863 82,252 156,887 Issued capital ............................... 500 32,500 32,500 23,897 32,500 Capital reserve .............................. 294 1,162 1,656 1,218 1,666 Translation reserve ........................... 13 (1,158) (5,249) (3,860) (20,441) Accumulated profits (losses) .................... Equity attributable to equity holders of our (29,223) (9,023) 32,904 24,194 65,615 Company ................................ (28,416) 23,481 61,811 45,449 79,340 Minority interests ............................ (12,104) (17,679) (4,007) (2,946) 9 Total equity (capital deficiency) .................. (40,520) 5,802 57,804 42,503 79,349 Total liabilities and equity ..................... 62,618 153,885 581,865 427,842 689,621 9
- Page 1 and 2: OTTO MARINE LIMITED PROSPECTUS DATE
- Page 3 and 4: Our Financial Highlights Over the l
- Page 5 and 6: Our Strategies We intend to consoli
- Page 7 and 8: NOTICE TO INVESTORS. ..............
- Page 9 and 10: All references to the “Latest Pra
- Page 11 and 12: CORPORATE INFORMATION Board of Dire
- Page 13 and 14: United Overseas Bank Limited 80 Raf
- Page 15 and 16: SUMMARY The following summary is qu
- Page 17 and 18: Strategies We intend to consolidate
- Page 19 and 20: The Offering The Issuer ...........
- Page 21: on the SGX-ST will be in Singapore
- Page 25 and 26: INDICATIVE TIMETABLE The indicative
- Page 27 and 28: Risks Relating to Our Business and
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- Page 31 and 32: more of the administrative tasks an
- Page 33 and 34: Labour problems may disrupt our ope
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- Page 37 and 38: The exchange price for the first tr
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- Page 41 and 42: liquidity, the price of such shares
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- Page 45 and 46: able to use the net proceeds to mak
- Page 47 and 48: EXCHANGE RATES AND EXCHANGE CONTROL
- Page 49 and 50: CAPITALISATION AND INDEBTEDNESS The
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- Page 53 and 54: Consolidated Balance Sheets As at A
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- Page 63 and 64: Cost of Sales Our cost of sales con
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In FY2007, our net cash from operat
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Facility Lender Amount of Facility
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Hong Leong Finance We have obtained
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staff members who were hired from 2
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amounting to S$2.3 million. Capital
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The percentage of our revenue denom
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ange from 3.75% per annum to 8.0% p
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INDUSTRY OVERVIEW This section is p
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2.0 Description of Vessel Types 2.1
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Graph 2: Primary types of offshore
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5.1 Main Markets for Offshore Marin
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Canada features a relatively small
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6.0 Fleet Sizes As of January 2008
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With many oil and gas fields maturi
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share, with Dubai Drydocks combinin
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Number of vessels built in given ye
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Number of vessels built in given ye
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600 500 400 300 200 100 0 Graph 18:
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In preparation for the admission of
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On 18 December 2007, our Company en
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(4) WAIL was incorporated in Saint
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operation. We believe these favoura
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We believe we have an aggressive re
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20.0% to 30.0% of the contract valu
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Launching The completed hull and pr
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Our initial costs of investment for
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Year of Delivery Tonnage/ Power/ Ca
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Vessels for Our Own Chartering Flee
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Leases We currently lease the follo
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In FY2007, the production capacity
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Accounting Policies — Revenue and
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the entering into new contracts wit
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Employees The geographical distribu
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Type Activity Date Granted Expiry D
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Management Reporting Structure PROC
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and special advisor of PSA Internat
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attain the position of general mana
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companies both in Singapore and ove
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Our Board believes that Yaw Chee Si
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SHARE AWARD SCHEME On 2 September 2
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such Awards will receive in lieu of
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However, as the Share Award Scheme
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SUBSTANTIAL SHAREHOLDERS AND VENDOR
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Information on Cornerstone Investor
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Memorandum and Articles of Associat
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Change of Control of Our Company To
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Interested Person Relationship With
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As of the Latest Practicable Date t
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inflation rate) for the remaining t
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PT Lestari became our subsidiary in
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delivered in 2005 and one vessel wa
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These inter-company payments and ad
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provision subordinating our indebte
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In October 2006, we started engagin
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Transactions with interested person
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Opinion of the Independent Financia
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At an EGM held on 19 November 2008,
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DESCRIPTION OF OUR SHARES The follo
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Unless otherwise directed, dividend
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TAXATION The following is a discuss
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PLAN OF DISTRIBUTION The Offering U
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convertible into or exchangeable or
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egulations. Persons into whose poss
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including any corporation or other
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TRANSFER RESTRICTIONS Because the f
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LEGAL MATTERS The validity of the O
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GENERAL AND STATUTORY INFORMATION I
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Name Present Directorships Past Dir
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2. None of our Directors, Executive
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Company Name Date of Incorporation
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(viii) subscription agreement dated
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Consents 1. Deloitte & Touche LLP a
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DEFINITIONS For the purpose of this
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“LSH Trading” .................
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“Composite Document” ..........
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“Participants” ................
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GLOSSARY OF TECHNICAL TERMS To faci
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“project manager” .............
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APPENDIX 1 INDEPENDENT AUDITORS’
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A. Consolidated Balance Sheets As a
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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Concentrations of credit risk exist
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8 Construction Contracts OTTO MARIN
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12 Associates 2007 2006 2005 $’00
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15 Property, Plant and Equipment OT
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OTTO MARINE LIMITED AND ITS SUBSIDI
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20 Finance Leases OTTO MARINE LIMIT
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26 Other (Expense) Income OTTO MARI
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The net assets acquired in the tran
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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APPENDIX 2 INDEPENDENT AUDITORS’
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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8. Goodwill OTTO MARINE LIMITED AND
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OTTO MARINE LIMITED AND ITS SUBSIDI
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OTTO MARINE LIMITED AND ITS SUBSIDI
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APPENDIX 3 SUMMARY OF OUR MEMORANDU
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Voting Rights Every member (other t
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fees and current receipts shall, su
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APPENDIX 4 SUMMARY OF THE RELEVANT
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espective implementation regulation
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vessels would be responsible for co
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instructions and procedures in an e
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1. APPENDIX 5 RULES OF THE OTTO MAR
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2.5 Any reference in the Share Awar
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5.9 As soon as reasonably practicab
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accordance with Rule 7.1(a) and, th
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11.3 Any notice or other communicat
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16.2 The Participants shall be resp
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APPENDIX 6 LETTER FROM INDEPENDENT
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usiness, provided that all such tra
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will not be prejudicial to the inte
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APPENDIX 7 TERMS, CONDITIONS AND PR
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(ii) deem your application as withd
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18. In the event that an interim st
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(d) you will not be entitled to exe
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with an ATM card which is not issue
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(2) If you make your Internet Elect
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6: Read and understand the followin
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6. board rates at the time of the a
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(This page is intentionally left bl
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Otto Marine Limited 9 Temasek Boule