The Issue Of Debentures And The 1/2006 Extraordinary General
Ref: COR:MS/EL06010e/ms
11 August 2006
Subject: The Issue of Debentures and the 1/2006 Extraordinary General Meeting of the Shareholders
To: The President of the Stock Exchange of Thailand
At the Board of Directors meeting No. 8/2006 held on 11 August 2006, the Board of Directors of Thoresen Thai Agencies Public Company Limited (the "Company") approved the following items:
1. The third quarter financial results that ended on 30 June 2006.
2. The issue of debentures with the following details:
2.1 The Company may issue and offer all or any types of debentures in an amount of no more than Baht 10.0 billion (Baht Ten Billion) or its equivalent in USD or other foreign currencies. The purpose of the debentures is to refinance existing secured bank debt.
The debentures may be secured or unsecured and with or without a debenture holder representative. The debentures may be offered through a public offering and/or private placement, pursuant to the Office of the Securities and Exchange Commission's notifications, with a maturity as specified by the Board. The debentures may be offered in one full amount and/or separate offerings, either onshore or offshore. In the event that the debentures are redeemed or repurchased for any reason, resulting in the outstanding balance of the debentures being reduced, the Company may issue additional debentures subject to the principal amount to be approved by the shareholders at the Company's shareholders' meeting.
Cont. 2.../
Thoresen Thai Agencies Plc.
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2.2 The Board, authorised directors, and/or any person designated by the Board are empowered to set out the details of the debentures, type, collateral, amount, maturity, par value, offering price, interest rate, redemption rights, offering method, issuance and offering period, as well as other relevant details, including appointing financial advisor(s), underwriter(s), a debenture registrar and/or a trustee, entering into, executing, amending, negotiating agreements and/or other documents as well as contacting, providing information, submitting documents and evidences to the Office of the Securities and Exchange Commission, the Stock Exchange of Thailand, credit rating agency and/or other authorities concerning the issuance and the offering of the debentures, and performing any and all related matters as they deem appropriate.
The above resolution will be proposed to the shareholders at the 1/2006 Extraordinary General Meeting of the Shareholders for approval.
3. The schedule and agenda of the 1/2006 Extraordinary General Meeting of the Shareholders with the following details:
3.1 The 1/2006 Extraordinary General Meeting of the Shareholders will be held on 18 September 2006 at 2.00 P.M. at the Arnoma Grand, Arnoma Hotel, 99 Rajdamri Road, Lumpinee, Pathumwan, Bangkok.
3.2 The Company's share register book will be closed on 28 August 2006 at 12.00 P.M. for determining the rights of shareholders to attend the 1/2006 Extraordinary General Meeting of the Shareholders until such meeting is adjourned.
3.3 The agenda of the 1/2006 Extraordinary General Meeting of the Shareholders is as follows:
Agenda 1: To adopt the minutes of the 1/2006 Annual General Meeting of the Shareholders held on 30 January 2006 Agenda 2: To consider and approve the issue of the debentures Agenda 3: To consider other business (if any)
Cont. 3.../
Thoresen Thai Agencies Plc.
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Ref. No. COR:MS/EL06010e/ms
4. The capital increase in a subsidiary
Date of Transaction : Around November 2006 Name of The Subsidiary : Chidlom Marine Services & Supplies Ltd., ("CMSS"), a wholly owned subsidiary company of the Company Type of Business : Marine supplies & warehouse rentals Present Share Capital : Baht 60 million, divided into 600,000 shares at par value of Baht 100 per share New Share Capital :
Baht 70 million, an increase of Baht 10 millionValue of Investment by the Company : Baht 10 million Rationale : To expand its warehouse business Sources of Fund : From the working capital of the Company The Company maintains its stake of 99.99% before and after the share capital increase of CMSS.
Yours faithfully,
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M.R. Chandram S. Chandratat M.L. Chandchutha Chandratat
Chairman Managing Director