Capital Increase in an Associate Company
Ref: COR: MS/EL05007e/ms
31 March 2005
Subject : Capital Increase in an Associate Company
To : The President of the Stock Exchange of Thailand
Thoresen Thai Agencies Plc. ("TTA") hereby reports an additional investment in the
newly issued shares of Mermaid Maritime Ltd. ("MML"), an associate company of TTA,
in the amount up to Baht 611.82 million to maintain its current stake in such company.
The details of this additional investment are as follows:
| 1. Date of Transaction | Around the end of March to the beginning of April 2005 |
| 2. Name of The Company | Mermaid Maritime Ltd., an associate company in which 50% of the shares is currently held by TTA |
| 3. Type of Business | Offshore Services |
| 4. Present Registered and Paid- up Share Capital | Baht 203.94 million, divided into 20,394,000 shares at par value Baht 10 per share |
| 5. New Registered and Paid-up Share Capital | Baht 407.88 million, an increase of Baht 203.94 million, or 20,394,000 ordinary shares |
| 6. Price of the Newly Issued Shares of MML | Baht 60 per share in line with MML's present financial performance plus its future business expansion and profit growth prospects after this share capital increase |
| 7. Value of Investment by TTA | Up to Baht 611.82 million (10,197,000 shares x 60 Baht) |
| 8. Rationale | For future business expansion of MML. The funds from the share capital increase will be partly utilised in the purchase of equipment for offshore oil and gas drilling activities. |
| 9. Source of Funds | From the working capital of TTA |
| 10. Financial Data of MML | Net profit for the three months ended on 31 December 2004 equalled Baht 33.5 million. Shareholders' equity as of 31 December 2004 equalled Baht 752.6 million. Dividends to TTA for the financial years that ended on 30 September 2003 and 30 September 2004 amounted to Baht 69.90 million. |
Thoresen Thai Agencies Plc.
page 2
TTA makes this additional investment in MML to maintain its 50% stake in such company
and in line with TTA's rights as an existing shareholder. However, in case other existing
shareholders waive their rights to subscribe for the newly issued shares of MML, its
paid-up share capital will be less than Baht 407.88 million and TTA's stake in MML may
exceed 50%, which means that MML's financial results will be consolidated into TTA's
financial statements. MML will finalise its share capital increase in the near future, and once
finalised, TTA will inform the Stock Exchange of Thailand ("SET") of its final ownership stake
in MML.
Size of the Transaction
1. The size of the additional investment equals 7.49% of the net tangible assets of
TTA and its subsidiaries after deducting minority interests as of 31 December
2004 (the net tangible assets of TTA and its subsidiaries after deducting
minority interests as of 31 December 2004 amounted to Baht 8,166,881,529).
2. The size of the additional investment equals 3.35% of the total assets of TTA
and its subsidiaries as of 31 December 2004 (the total assets of TTA and its
subsidiaries as of 31 December 2004 amounted to Baht 18,257,415,605).
This additional investment is not subject to the Rules, Procedures and Disclosure of
Information of the Stock Exchange of Thailand regarding the Acquisition and
Disposition of Assets of Listed Companies.
Yours faithfully,
M.R. Chandram S. Chandratat M.L. Chandchutha Chandratat
Chairman Managing Director