Summary of Asset Acquisitions of TTA
Summary of Asset Acquisitions of
Thoresen Thai Agencies Public Company Limited
Information as per Schedule (1) In Accordance With the Acquisition and Disposition of Assets of Listed Companies
Thoresen Shipping Singapore Pte. Ltd. ("TSS"), which is a wholly owned subsidiary of Thoresen Thai Agencies Public Company Limited ("TTA"), has agreed to enter into construction contracts (each, a "Contract") to build four new Handymax vessels. The totaldelivered cost of four vessels is US$157,568,000, which is equivalent to Baht 5,319,495,680 using a USD/THB exchange rate of 33.76. The transaction details are as follows:
1. Date of Transaction
TSS has agreed to enter into the Contracts to build four new vessels with PT PAL INDONESIA (PERSERO) ("PT PAL").2. The Parties Involved
| New Vessel Buyer: | Thoresen Shipping Singapore Pte. Ltd. |
| New Vessel Builder: | PT PAL INDONESIA (PERSERO) |
| Relationship between New Vessel Buyer and New Vessel Builder: | None |
3. General Characteristics of the Transaction/Details of the Acquired Assets
Pursuant to the Contracts between PT PAL and TSS, PT PAL is engaged to design, build, and equip at their shipyard in Indonesia and deliver to TSS four identical 50,000 deadweight tons open-hatch box-shaped bulk carriers (the "Vessels"). Upon, delivery, the Vessels will be chartered out to increase TTA's profitability.The four Vessels are expected to be delivered around July 2009, October 2009,April 2010, and July 2010, respectively.
At present, TSS has a registered and paid-up capital of SGD 58.90 million. It will increase its share capital from time to time to accommodate the instalment payments of the four Vessels. New shares will be fully subscribed by TTA from time to time pursuant to the payment terms in the Contracts.
4. Total Value of Consideration
The total delivered cost of four Vessels (the "Delivery Cost") is US$157,568,000 (US Dollars One Hundred Fifty Seven Million Five Hundred and Sixty Eight Thousand), which is equivalent to Baht 5,319,495,680 (Baht Five Billion Three Hundred Nineteen Million Four Hundred Ninety Five Thousand Six Hundred and Eighty) using a USD/THB exchange rate of 33.76.Payment terms are as follows:
New Build Vessels Delivered in 2009
| Instalment | Thoresen Shipping Singapore Pte. Ltd. |
| 1 | A 10% deposit will be payable within seven business days after signing the Contracts and upon the New Vessel Builder's presentation of refund guarantees. |
| 2 | The balance of 90% will be payable upon delivery of the Vessels, which is expected to occur in July 2009 and October 2009. |
New Build Vessels Delivered in 2010
| Instalment | Thoresen Shipping Singapore Pte. Ltd. |
| 1 | A 25% deposit will be payable within seven business days after signing the Contracts and upon the New Vessel Builder's presentation of refund guarantees. |
| 2 | A 25% deposit will be payable on steel cutting. |
| 3 | A 20% deposit will be payable on keel laying. |
| 4 | A 20% deposit will be payable on launching. |
| 5 | The balance of 10% will be payable upon delivery of the Vessels, which is expected to occur in April 2010 and July 2010. |
The purchase price includes a number of upgrades to the basic PT PAL vessel specifications. These upgrades were requested to increase each Vessel's durability and environmental safety precautions.
The size of the transaction equals 18.90% of the total assets of TTA and its subsidiaries as of 30 September 2007 (the total assets of TTA and its subsidiaries as of 30 September 2007 amounted to Baht 28,143,963,088).
When these transactions are included with other asset acquisition transactions in the past six months, there has been a 59.62% increase in the total assets of TTA and its subsidiaries as of 30 September 2007. Regulations consider these acquisitions as Class transactions in accordance with the Rules, Procedures, and Disclosure of Information of the Stock Exchange of Thailand ("SET") regarding the Acquisition and Disposition of Assets of Listed Companies. TTA is required to prepare a report disclosing the transaction containing at least the information specified in Schedule 1 and then shall convene a shareholders meeting to approve the decision to enter into such transaction without delay. A shareholders' resolution of at least three-fourths of the total number of votes of the shareholders who attend and have the right to vote, excluding the votes of interested shareholders, is required to approve such transaction.
5. Basis Used to Determine the Value of Consideration
As per the Certificate of Valuation dated 7 December 2007 of Simpson Spence & Young Ltd., which is an independent vessel appraiser and has no relationship with TTA and its subsidiaries, it has assumed that the Vessels will be constructed in accordance with good shipbuilding practice, and that they will be delivered in good working order and sound seaworthy condition as regards hull and machinery as per the Shipbuilding Specification and Society rules. It is estimated that the Vessels to be delivered in 2009 are valued at US$ 50,000,000 (US Dollars Fifty Million) per vessel and the Vessels to be delivered in 2010 are valued at US$ 47,500,000 (US Dollars Forty Seven Million and Five Hundred Thousand) per vessel. Therefore,the four Vessels are approximately valued at US$ 195,000,000 (US Dollars One Hundred Ninety Five Million).The value given above by Simpson Spence & Young Ltd is based on current market comparables between willing Buyers and willing Sellers, as well as their notional ideas taking into account the perceived market levels at the relevant time.
6. Benefit Expected to be Generated from the Transaction
TTA's principal activities include vessel chartering and ownership. The Vessels are Handymax in size. The acquisitions are part of TTA's strategy to sustain a fleet of young and modern open-hatch box- shaped bulk carriers to serve the growing needs of our client base.TTA currently owns forty-three (43) general cargo and dry bulk carriers. Five new build vessels, which were disclosed to the SET, are expected to be delivered between 2009 and 2011. With this acquisition, TTA will have nine new build vessels to be delivered between 2009 and 2011.
7. Source of Funds
A majority of the Delivery Costs will be funded by US Dollar loans from our syndicate banks. Operating cash flows will fund the remaining equity portion.8. Board of Directors' Opinions For The Transaction
The Board of Directors considers that these terms and conditions are fair and reasonable in the current market situation and in TTA's best interests. TTA believes that it is an opportune time to renew the fleet, since the Vessels will likely replace some older vessels upon delivery. Furthermore, the Vessels will enhance TTA's market position in terms of modern bulk carrier vessels.9. Audit Committee/or Directors' Opinions, Which Are Different From The Board of Directors
-None-
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
|
M.L. Chandchutha Chandratat |
Ms. Nuch Kalyawongsa |