Vessel Acquisition
Ref : COR: MS/EL060016e/ms
16 October 2006
Subject: Vessel Acquisition
To: The President of the Stock Exchange of Thailand
Thoresen Thai Agencies Public Company Limited ("TTA") hereby reports the purchase of M.V. Beautiful Queen (to be renamed M.V. Thor Horizon) by a wholly owned subsidiary company of Thoresen Shipping Singapore Pte. Ltd. ("TSS")
The details of this vessel acquisition are as follows:
1. Details of the Acquired Asset
M.V. Beautiful Queen
(To be renamed M.V. Thor Horizon)Open-Hatch Box-Shaped Bulk Carrier 47,111 DWT 2002
2. The Parties Involved
2.1) Buyer: Thoresen & Co., (Bangkok) Ltd. ("TCB") will nominate a subsidiary company of TSS to acquire the vessel. 2.2) Seller: Beautiful Queen Shipping Co., Ltd., Hong Kong 2.3) Relationship between Buyer and Seller: None
3. Date of Transaction
TCB signed a Memorandum of Agreement ("MOA") with the Seller on 28 September 2006. A deposit equal to 10% of the acquisition price was paid on 16 October 2006, and, by the terms of the MOA, the vessel shall be delivered within January 2007.
4. General Characteristics of the Transaction
TCB is a wholly owned subsidiary company of TTA and acts as manager for the Thoresen fleet. Since TCB does not own any vessels, it has, in previous transactions, nominated other subsidiary companies of TTA to own vessels.
Thoresen Thai Agencies Public Company Limited Page 2
Ref. No. COR: MS/EL060016e/ms
A new subsidiary company of TSS will be established within December 2006 to own M.V. Thor Horizon. TSS will own a 100% stake in this company, and TTA will report its share capital when M.V. Beautiful Queen is delivered. The remaining 90% of the acquisition price will be paid upon delivery.
The disclosure of the vessel acquisition can only be announced after the payment of the 10% deposit, according to a confidentiality clause in the MOA.
5. Total Value of the Acquired Asset
The total acquisition price of the vessel is USD 37,000,000 (United States Dollars Thirty Seven Million Only), or approximately Baht 1,386,760,000 (Baht One Billion Three Hundred Eighty Six Million Seven Hundred and Sixty Thousand using a USD/THB exchange rate of 37.48), which is the current market price. The transaction equals 5.97% 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). After the acquisition of this vessel in January 2007, the Thoresen fleet will consist of 46 vessels, with an average size of 27,627 DWT.
6. Benefit Expected to be Generated from the Transaction
To enhance TTA's market position in terms of modern open-hatch box-shaped vessels
7. Source of Funds
Share capital of the newly established subsidiary of TSS and commercial bank loans.
Yours faithfully,
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M.R. Chandram S. Chandratat M.L. Chandchutha Chandratat
Chairman Managing Director