The Offer and Issue of Convertible Bonds
Ref. No. COR:MS/EL07020e/pc
20 September 2007
Subject: The Offer and Issue of US Dollar Denominated Convertible Bonds to Foreign Investors
Attn: President The Stock Exchange of Thailand
The Extraordinary General Meeting of Shareholders No. 1/2007 of Thoresen Thai Agencies Public Company Limited (the "Company"), which was held on 6 August 2007, approved the offer and issue of up to US$ 170,000,000 of convertible bonds.
On 10 August 2007, the Office of the Securities and Exchange Commission granted approval for the issue and offer of the Company's convertible bonds, the offering took place on 19 September 2007, and the completion date is expected to take place on 24 September 2007. The Company's convertible bonds contain the following key features:
| Specific Name : | "US$ 169,800,000 2.50 percent. Convertible Bonds due 2012" |
| Type : | Name-registered, unsubordinated and unsecured convertible bonds |
| Issue Size : | US$ 169,800,000 |
| Denomination : | US$ 300,000 per Bond |
| Offering Procedure : | Offering to foreign investors, except those in the United States of America or who are United States persons |
| Maturity : | 5 years from the issue date |
| Conversion Ratio : | Principal Amount of the Bonds divided by the Conversion Price |
| Initial Conversion Price : | Baht 59.90 per share. This was calculated from the volume weighted average prices of the Company's shares traded on the SET during the period between 17-19 September 2007 plus a 15% conversion premium. The Conversion Price will be subject to adjustments as set out in the terms and conditions of the Bonds. |
| Effects to Shareholders Resulting from Conversion : | If the convertible right has been exercised to subscribe all of the reserved shares, the Company expects that:
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| Thoresen Thai Agencies Public Company Limited | |
| Page 2 | Ref. No. COR:MS/EL07020e/pc |
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| Interest Rate : | 2.50 per cent per annum |
| Yield to Maturity : | 5.50 per cent |
| Issue Date : | 24 September 2007 |
| Redemption Dates : | 24 September 2010, 24 September 2011, and 24 September 2012 |
| Early Redemption : | The Company and the Bondholders may early redeem the Bonds as set out in the terms and conditions of the Bonds. |
| Trustee : | DB Trustees (Hong Kong) Limited |
| Registrar : | Deutsche Bank Luxembourg S.A. |
| Secondary Market of the Bonds: | The Company will list the convertible bonds on the Singapore Exchange Securities Trading Limited. |
| Secondary Market of the Ordinary Shares Issuable Upon Conversion: | The Company will list the new ordinary shares issuable upon conversion on the Stock Exchange of Thailand. The new ordinary shares issuable upon from the conversion shall, when issued, have the same rights and status as the existing ordinary shares of the Company in all respects. |
Please be informed accordingly.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
| _____________________________ M.R. Chandram S. Chandratat Chairman | _____________________________ M.L. Chandchutha Chandratat Managing Director |