TTA :Resolution on Private Placement
Ref: COR:MS/EL03043e/ms
Date 18 December 2003
Subject : Reports on the Board of Directors Resolutions
To : The President of the Stock Exchange of Thailand
Pursuant to the Board of Directors Meeting held on 17 December 2003, the board has
agreed to allot and issue and ING Bank N.V. and ING Securities (Thailand) Limited
have agreed to subscribe for resale or procure institutional investors for an
aggregate of 30,000,000 (thirty million) shares as private placement in the
following manner:
1) ING Bank N.V. at the amount of 29,410,000 shares at the price of baht 35.80 per
share, totalling baht 1,052,878,000
2) ING Securities (Thailand) Limited at the amount of 590,000 shares at the price
of baht 35.80 per share, totalling baht 21,122,000
The funds received from the private placement will be used to accelerate the
expansion of the vessel fleet.
Details of the board''s resolutions as per attached.
Yours faithfully,
-------------------------------- --------------------
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director
Details of the Board of Directors'' Resolutions
Approval of the Private Placement of 30,000,000 (thirty million) Shares
The board of directors approved the private placement of 30,000,000 (thirty million)
shares, at the offering price of baht 35.80 each, which is higher than the average
share closing price as traded over the last 30 trading days, for a total of baht
1,074,000,000 (One billion and seventy four million) with a subscription and payment
date within 18 December 2003 to the followings:
a) ING Bank N.V. at the amount of 29,410,000 shares, totalling baht
1,052,878,000
b) ING Securities (Thailand) Limited at the amount of 590,000 shares, totalling
baht 21,122,000
Both parties have no relationship with Thoresen Thai Agencies Plc.
The private placement of 30,000,000 (thirty million) shares is the second private
placement in 2003 (the first private placement was allotted to IFCT in November
2003 at 20 million ordinary shares at baht 27 per share, totalling baht 540 million)
and it is a partial amount of 100,000,000 (one hundred million) shares which were
approved by the Company''s shareholders at the 1/1999 Extraordinary General Meeting
of the Shareholders held on 10 August 1999. The shareholders approved the allotment
of 100,000,000 (one hundred million) shares to private placement investor(s) of no
more than 35 individuals under the Notification of the Securities and Exchange
Commission No. Gor Jor 13/2539 dated 12th September 1996, and that any other relevant
details, such as the offering price, conditions and timing, shall be subject to the
board''s discretion.
After the private placement of 30,000,000 (thirty million) shares, the paid-up share
capital of the Company will be increased from baht 594,961,660 to baht 624,961,660,
thus this increase represents a 4.80% of the enlarged share capital of the Company.
The shares to be placed to ING Bank N.V. and ING Securities (Thailand) Limited for
resale represent a total of 4.80% of the enlarged share capital of the Company.
The board of directors are of the opinion that the funds received from this placement
are sufficient to finance the planned accelerated expansion of the vessel fleet.The
proceeds from the private placement, combined with bank financings, will be used
to further accelerate the fleet expansion programme, and thereby enhance future
earnings. It is the opinion of the Board that such accelerated fleet expansion will
enhance the overall earnings per share in coming periods, including the current
fiscal year, and thus benefit all shareholders.
Yours faithfully,
--------------------------------- -----------------
M.R. Chandram S. Chandratat Mr. Arne Teigen
Chairman Managing Director
Date 18 December 2003
Subject : Reports on the Board of Directors Resolutions
To : The President of the Stock Exchange of Thailand
Pursuant to the Board of Directors Meeting held on 17 December 2003, the board has
agreed to allot and issue and ING Bank N.V. and ING Securities (Thailand) Limited
have agreed to subscribe for resale or procure institutional investors for an
aggregate of 30,000,000 (thirty million) shares as private placement in the
following manner:
1) ING Bank N.V. at the amount of 29,410,000 shares at the price of baht 35.80 per
share, totalling baht 1,052,878,000
2) ING Securities (Thailand) Limited at the amount of 590,000 shares at the price
of baht 35.80 per share, totalling baht 21,122,000
The funds received from the private placement will be used to accelerate the
expansion of the vessel fleet.
Details of the board''s resolutions as per attached.
Yours faithfully,
-------------------------------- --------------------
(M.R. Chandram S. Chandratat) (Mr. Arne Teigen)
Chairman Managing Director
Details of the Board of Directors'' Resolutions
Approval of the Private Placement of 30,000,000 (thirty million) Shares
The board of directors approved the private placement of 30,000,000 (thirty million)
shares, at the offering price of baht 35.80 each, which is higher than the average
share closing price as traded over the last 30 trading days, for a total of baht
1,074,000,000 (One billion and seventy four million) with a subscription and payment
date within 18 December 2003 to the followings:
a) ING Bank N.V. at the amount of 29,410,000 shares, totalling baht
1,052,878,000
b) ING Securities (Thailand) Limited at the amount of 590,000 shares, totalling
baht 21,122,000
Both parties have no relationship with Thoresen Thai Agencies Plc.
The private placement of 30,000,000 (thirty million) shares is the second private
placement in 2003 (the first private placement was allotted to IFCT in November
2003 at 20 million ordinary shares at baht 27 per share, totalling baht 540 million)
and it is a partial amount of 100,000,000 (one hundred million) shares which were
approved by the Company''s shareholders at the 1/1999 Extraordinary General Meeting
of the Shareholders held on 10 August 1999. The shareholders approved the allotment
of 100,000,000 (one hundred million) shares to private placement investor(s) of no
more than 35 individuals under the Notification of the Securities and Exchange
Commission No. Gor Jor 13/2539 dated 12th September 1996, and that any other relevant
details, such as the offering price, conditions and timing, shall be subject to the
board''s discretion.
After the private placement of 30,000,000 (thirty million) shares, the paid-up share
capital of the Company will be increased from baht 594,961,660 to baht 624,961,660,
thus this increase represents a 4.80% of the enlarged share capital of the Company.
The shares to be placed to ING Bank N.V. and ING Securities (Thailand) Limited for
resale represent a total of 4.80% of the enlarged share capital of the Company.
The board of directors are of the opinion that the funds received from this placement
are sufficient to finance the planned accelerated expansion of the vessel fleet.The
proceeds from the private placement, combined with bank financings, will be used
to further accelerate the fleet expansion programme, and thereby enhance future
earnings. It is the opinion of the Board that such accelerated fleet expansion will
enhance the overall earnings per share in coming periods, including the current
fiscal year, and thus benefit all shareholders.
Yours faithfully,
--------------------------------- -----------------
M.R. Chandram S. Chandratat Mr. Arne Teigen
Chairman Managing Director