Additional Share Acquisition in Mermaid Maritime Ltd.
Ref: COR:MS/EL06012e/ms
12 September 2006
Subject: Additional Share Acquisition in Mermaid Maritime Ltd.
To : The President of the Stock Exchange of Thailand
Thoresen Thai Agencies Public Company Limited ("TTA") would like to announce the acquisition of an additional 4,166,666 shares, representing a 10.87% equity interest, in Mermaid Maritime Ltd. ("MML"), a subsidiary of TTA, by Thoresen Chartering (HK) Ltd., a subsidiary company of TTA, for a total purchase price of Baht 624,999,900 (Six Hundred Twenty Four Million Nine Hundred Ninety Nine Thousand Nine Hundred Baht). Details of the additional equity interest in MML are as follows:
| 1. Date of Completion | 12 September 2006 | ||
| 2. Company | Mermaid Maritime Ltd. ("MML"), a subsidiary company of TTA, which currently owns 63.14% (direct plus indirect investment) of its shares.MML's registered and paid-up share capital is Baht 383,205,340, divided into 38,320,534 ordinary shares with a par value of Baht 10 per share. | ||
| 3. Type of Business | Offshore Related Services | ||
| 4. Buyer | Thoresen Chartering (HK) Ltd. ("TCL HK"), a wholly owned subsidiary of TTA | ||
| 5. Seller | Asean China Investment Fund L.P. TCL HK will acquire a total of 4,166,666 shares, or approximately 10.87% of MML's paid-up share capital, and the seller is an existing shareholder of MML. | ||
| 6. Relationship between Buyer and Seller | None | ||
| 7. Selling Price Per Share | Approximately Baht 150 per share | ||
| 8. Total Value of Investment by TCL HK | Baht 624,999,900 (Six Hundred Twenty Four Million Nine Hundred Ninety Nine Thousand Nine Hundred Baht) | ||
9. Basis Used to Determine the Value of Consideration | MML shares were valued using a variety of different methods, including discounted cash flow analysis and market multiples (including price to future earnings ratio). TTA believes that the selling price is fair and should generate a good return on our investment. | ||
| 10.Method of Payment | Cash | ||
| 11.Book value of MML as of 30 June 2006 | Baht 61.05 per share | ||
| 12.Rationale | After our most recent MML share acquisition, TTA was approached by Asean China Investment Fund L.P. to acquire its stake in MML. Because the business of MML has strong potential growth for the foreseeable future, TTA believes that the additional ownership stake is in line with our strategy to become a broad-based provider of marine services. This additional purchase will allow TTA to consolidate further control over MML. | ||
| 13.Source of Funds | From working capital of TCL HK | ||
| 14.Percentage of Shares held by TTA in MML | - Before share acquisition by TCL HK = 63.14% (direct plus indirect investment) - After share acquisition by TCL HK = 74.01% (direct plus indirect investment) | ||
| 15.MML Shareholders Before and After Share Acquisition by TCL HK | Before | After | |
| 1. TTA | 63.14 | 74.01 | |
| 2. Thailand Equity Fund | 21.29 | 21.29 | |
| 3. Asean China Investment Fund L.P. | 10.87 | 0 | |
| 4. United Assets Group | 3.72 | 3.72 | |
| 5. Others | 0.98 | 0.98 | |
| Total | 100.00 | 100.00 | |
Thoresen Thai Agencies Public Company Limited
Page 2 Ref. No. COR:MS/EL06012e/ms
Size of the Transaction
The size of the investment by TCL HK equals 2.69% of the total assets of TTA and its subsidiaries as of 30 June 2006 (the total assets of TTA and its subsidiaries as of 30 June 2006 amounted to Baht 23,219,123,369).When this transaction is included with other asset acquisition transactions in the past six months, it is not subject to the Rules, Procedures and Disclosure of Information of the Stock Exchange of Thailand regarding the Connected Transactions or the Acquisition and Disposition of Assets of Listed Companies.
Yours faithfully,
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(M.R. Chandram S. Chandratat) (M.L. Chandchutha Chandratat)
Chairman Managing Director