Exercise of the Over-Allotment Option by Macquarie
Ref: COR:MS/EL07027e/ms
24 October 2007
Subject: Exercise of the Over-Allotment Option by Macquarie in Connection with the Initial Public Offering
To: The President of the Stock Exchange of Thailand
Ref: Disclosure of Information No. COR:MS/EL07023e/ms dated 12 October 2007 in relation to Share Placement of Mermaid Maritime Public Company Limited
In the above-mentioned report to the Stock Exchange of Thailand ("SET"), it was noted that Macquarie Securities (Singapore) Pte Limited ("Macquarie"), acting as MMPCL's underwriter and stabilising manager, borrowed 18,000,000 (Eighteen Million) ordinary shares of MMPCL from Thoresen Chartering (HK) Limited ("TCL HK"), an existing shareholder of MMPCL, for the purpose of stabilisation. Since its listing, MMPCL has traded above its initial public offering price. As such, Macquarie has not undertaken any stabilising action as of close of trading on 24 October 2007 and shall cease to undertake any stabilising action.
Thoresen Thai Agencies Public Company Limited ("TTA") would like to confirm that on 24 October 2007, Macquarie has exercised the Over-Allotment Option granted by MMPCL in full. As a result, MMPCL will issue an additional 18,000,000 new ordinary shares to Macquarie and will subsequently increase its paid-up capital from Baht 523,205,340 (Five Hundred Twenty Three Million Two Hundred Five Thousand Three Hundred Forty) divided into 523,205,340 (Five Hundred Twenty Three Million Two Hundred Five Thousand Three Hundred Forty) shares at a par value of Baht 1 (one) per share to Baht 541,205,340 (Five Hundred Forty One Million Two Hundred Five Thousand Three Hundred Forty) divided into 541,205,340 (Five Hundred Forty One Million Two Hundred Five Thousand Three Hundred Forty) shares at a par value of Baht 1 (one) per share. After the issuance of the 18,000,000 Million shares to Macquarie, Macquarie will then return the 18,000,000 shares to TCL HK on the same day as the MMPCL share capital increase. The registration of the new share paid-up capital of MMPCL with the Business Development Department, Ministry of Commerce of Thailand is expected to complete on 26 October 2007.
TTA's shareholding percentage before the increase of share capital of MMPCL is 57.19% (direct and indirect holding through TCL HK) and after the additional 18,000,000 share increase, TTA will own 55.29% of MMPCL.
Cont. 2.../
| Thoresen Thai Agencies Public Company Limited | |
| Page 2 | Ref. No. COR:MS/EL07027e/ms |
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Name of Major Shareholders in MMPCL before and after share capital increase
| Before | After | |
| a) Thoresen Thai Agencies Public Company Limited | 36.62% | 35.40% |
| b) Thoresen Chartering (HK) Limited | 20.57% | 19.89% |
| c) Thailand Equity Fund | 15.59% | 15.07% |
| d) Others | 27.21% | 29.64% |
| Total | 100.00% | 100.00% |
The size of the transaction from the dilution of TTA's stakes in MMPCL equals 4.96% of the net tangible assets of TTA and its subsidiaries after deducting minority interests as of 30 June 2007 after the Over-Allotment Option is exercised (the net tangible assets of TTA and its subsidiaries after deducting minority interests as of 30 June 2007 amounted to Baht 13,426,754,734).
When this transaction is included with other asset disposition transactions in the past six months, it is not subject to the Rules, Procedures, and Disclosure of Information of the SET regarding the Acquisition and Disposition of Assets of Listed Companies.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
| _____________________________ M.L. Chandchutha Chandratat Managing Director | _____________________________ Ms. Nuch Kalyawongsa Director, Group Finance/Accounting |
Note:
Disclosure of Information by MMPCL on the Singapore Exchange ("SGX-ST") can be viewed at: