The Offer and Issue of Convertible Bonds

Back Sep 20, 2007

Ref. No. COR:MS/EL07020e/pc

20 September 2007

Subject: The Offer and Issue of US Dollar Denominated Convertible Bonds to Foreign Investors

Attn: President The Stock Exchange of Thailand

The Extraordinary General Meeting of Shareholders No. 1/2007 of Thoresen Thai Agencies Public Company Limited (the "Company"), which was held on 6 August 2007, approved the offer and issue of up to US$ 170,000,000 of convertible bonds.

On 10 August 2007, the Office of the Securities and Exchange Commission granted approval for the issue and offer of the Company's convertible bonds, the offering took place on 19 September 2007, and the completion date is expected to take place on 24 September 2007. The Company's convertible bonds contain the following key features:

Specific Name : "US$ 169,800,000 2.50 percent. Convertible Bonds due 2012"
Type : Name-registered, unsubordinated and unsecured convertible bonds
Issue Size : US$ 169,800,000
Denomination : US$ 300,000 per Bond
Offering Procedure : Offering to foreign investors, except those in the United States of America or who are United States persons
Maturity : 5 years from the issue date
Conversion Ratio : Principal Amount of the Bonds divided by the Conversion Price
Initial Conversion Price : Baht 59.90 per share. This was calculated from the volume weighted average prices of the Company's shares traded on the SET during the period between 17-19 September 2007 plus a 15% conversion premium. The Conversion Price will be subject to adjustments as set out in the terms and conditions of the Bonds.
Effects to Shareholders Resulting from Conversion :

If the convertible right has been exercised to subscribe all of the reserved shares, the Company expects that:

- the impact on the market price of share price dilution will not occur or will be minimal, because the Initial Conversion Price is not less than the prevailing market price at the time the convertible bonds are issued; and

- the impact on existing shareholders' voting rights and profit sharing (control dilution) will be diluted up to 15 percent at the Initial Conversion Price.


Thoresen Thai Agencies Public Company Limited
Page 2
Ref. No. COR:MS/EL07020e/pc


Interest Rate : 2.50 per cent per annum
Yield to Maturity : 5.50 per cent
Issue Date : 24 September 2007
Redemption Dates : 24 September 2010, 24 September 2011, and 24 September 2012
Early Redemption : The Company and the Bondholders may early redeem the Bonds as set out in the terms and conditions of the Bonds.
Trustee : DB Trustees (Hong Kong) Limited
Registrar : Deutsche Bank Luxembourg S.A.
Secondary Market of the Bonds: The Company will list the convertible bonds on the Singapore Exchange Securities Trading Limited.
Secondary Market of the Ordinary Shares Issuable Upon Conversion: The Company will list the new ordinary shares issuable upon conversion on the Stock Exchange of Thailand. The new ordinary shares issuable upon from the conversion shall, when issued, have the same rights and status as the existing ordinary shares of the Company in all respects.


Please be informed accordingly.


Yours faithfully,
Thoresen Thai Agencies Public Company Limited


M.R. Chandram S. Chandratat
M.L. Chandchutha Chandratat
Managing Director


  • 20070920_ttaE1.pdf (Size: 16,170 bytes)