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

APPENDIX 6
LETTER FROM INDEPENDENT FINANCIAL ADVISER
TO THE INDEPENDENT DIRECTORS
PROVENANCE CAPITAL PTE. LTD.
(Company Registration No: 200309056E)
(Incorporated in Singapore)
138 Cecil Street #09-01 Cecil Court
Singapore 069538
21 November 2008
To: The Directors of Otto Marine Limited
(deemed to be independent in respect of the Interested Person Transactions)
Lee Kok Wah
William Edward Alastair Morrison
Craig Foster Pickett
Reggie Thein
Ng Chee Keong
Dear Sirs,
THE PROPOSED ADOPTION OF THE SHAREHOLDERS’ MANDATE FOR INTERESTED PERSON
TRANSACTIONS
Unless otherwise defined or the context otherwise requires, all terms used herein have the same meanings as
defined in the Prospectus.
1. Introduction
Otto Marine Limited (the “Company”) is proposing to adopt a shareholders’ approval for a general
mandate for the Company and its subsidiaries which are considered to be “entities at risk” within the
meaning of Chapter 9 of the Listing Manual (together, the “Group”), or any member of the Group (the
“Shareholders’ Mandate”), to enter into certain transactions (the “Mandated Transactions”) with a
specified class of interested person, namely, Rimalco Sdn Bhd, and its subsidiaries and associated
companies (“Rimalco”).
It is anticipated that the Group would, in the ordinary course of its business, enter into recurring
transactions with Rimalco with some degree of frequency and could arise at any time and from time to
time. The details of these transactions are set out in “Interested Person Transactions and Conflicts of
Interests — Present and Ongoing Interested Persons Transactions — Purchase of Sawn Timber by Us
from Rimalco” on page 163 of the Prospectus.
In accordance with Rule 906 of the Listing Manual, the Company is required to obtain Shareholders’
approval for any interested person transactions (or series of interested person transactions with the
same interested person during the same financial year) of a value equal to or more than 5.0% of the
Group’s latest audited NTA. Based on the Group’s audited NTA of approximately S$52.7 million as at
31 December 2007, the relevant 5.0% threshold would be approximately S$2.6 million.
The Group is proposing to adopt the Shareholders’ Mandate to cover the on-going and recurring
transactions with the Interested Person. To comply with the requirements of Chapter 9 of the Listing
Manual, Provenance Capital Pte. Ltd. (“Provenance Capital”) has been appointed as the independent
financial adviser to provide an opinion on whether the review procedures set out in the Shareholders’
Mandate as described in the section “Interested Person Transactions and Conflicts of Interest” of the
Prospectus under the sub-section “Shareholders’ Mandate” of the Prospectus, for determining the
transaction prices and terms of the Mandated Transactions are sufficient to ensure that the transactions
will be carried out on normal commercial terms and will not be prejudicial to the interests of the
Company or its minority Shareholders. This letter (“Letter”) has been prepared for the use of the
directors of the Company who are considered independent for the purposes of the proposed adoption of
the Shareholders’ Mandate (the “Independent Directors”) and is to be incorporated into the Prospectus
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