Singapore's Otto Marine Limited (the Company and collectively with its subsidiaries, the Group) disclosed Friday that Surf Subsea Inc. (the Borrower), a Delaware corporation in which the Company indirectly has a 19.2 percent stake through its wholly-owned subsidiary, Surf Subsea Pte. Ltd. (SSPL), has entered into a $26,000,000 term loan agreement (details of which are set out below) (the Loan Agreement) with a United States investment company (the Lender).
Details of Loan Agreement
The $26,000,000 term loan facility is to be utilized for the purposes of refinancing of the United States vessel “Surf Challenger” and for general working capital by the borrower and other purposes set forth in the Loan Agreement. The term loan facility is secured by, amongst other things, (i) a first priority preferred ship’s mortgage on the United States vessel “Surf Challenger” by the Borrower in favor of the Lender; and (ii) Corporate Guarantee.
The transaction is undertaken on an arm’s length basis.
Save for Craig Foster Pickett, a non-executive and non-independent director of the Company, who is also the president of the Lender and that as disclosed above, none of the Company’s directors or substantial shareholders of the Company has any interest, direct or indirect on the above transaction.
Pursuant to Rule 704(31) of the SGX-ST Listing Manual, the Guarantee contains a condition which makes reference to the shareholding interest of one of the Company’s controlling shareholders (the Condition), Yaw Chee Siew. The Condition obliges the Company to ensure that Yaw Chee Siew holds directly or indirectly no less than 51 percent equity interest in the issued share capital of the Company at all times. The breach of this Condition will cause a default in the Loan Agreement and consequently, the Guarantee, which may trigger cross-defaults under the Group’s other credit facilities and significantly affect the Company’s operations.
The aggregate level of the Group’s other credit facilities that may be affected by a breach of this Condition is $333 million.
In compliance with Rule 728 of the SGX-ST Listing Manual, the Company has previously obtained an undertaking from Yaw Chee Siew, for him to notify the Company, as soon as he becomes aware, of any share pledging arrangements relating to his shares in the Company and of any event which may result in a breach of any relevant condition and/or restriction in any loan agreements that contain provisions which make reference to his shareholding interest.
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