Adjustment to the Conversion Price of TTA Convertible Bonds
Ref. No. COR:MS/EL08013e/pc
29 May 2008
Subject: Adjustment to the Conversion Price of TTA Convertible Bonds
To: The President of the Stock Exchange of Thailand
Ref: Disclosure of Information No. COR:MS/EL07020e/pc dated 20 September 2007 in Relation to the Issue of US Dollar Denominated Convertible Bonds to Foreign Investors
With reference to the USD 169.80 million Convertible Bonds (the "Bonds") issued to foreign investors on 24 September 2007 and the key features of the Bonds shown in the above-mentioned report to the Stock Exchange of Thailand ("SET"), Thoresen Thai Agencies Public Company Limited ("TTA") would like to announce that from 30 May 2008, the conversion price of the Bonds shall be Baht 57.94 per share (previously Baht 58.52 per share).
The adjustment to the conversion price of the Bonds is in accordance with the Terms and Conditions of the Bonds clause 7.3 (iii) (B) which specifies that whenever TTA shall pay any distribution in cash that yields more than 2% of the current market price per share, the conversion price of the Bonds shall be adjusted. A convertible bond is a combination of debt and equity option. When dividends greater than the level used to price the convertible bond are paid by TTA, the value of the equity option decreases unless there is some adjustment to the conversion price.
At the Board of Directors meeting on 15 May 2008, the Board of Directors approved an interim dividend payment based on the operating results of the six-month period that ended on 31 March 2008 of Baht 1.50 per share to the 643,684,422 ordinary shares whose names appear in TTA's shareholders register at 12:00 P.M. on 30 May 2008. The dividend payment will be made on 13 June 2008. This payment exceeds the 2% dividend threshold; therefore, an adjustment to the conversion price of the Bonds is required.
The calculation of adjustments to the conversion price of the Bonds was reported to the Singapore Exchange ("SGX-ST") and can be viewed at http://info.sgx.com/webcorannc.nsf/ef3ba6cb188613ea482571b2003641d3/6d1f56722dc 142814825745800394209?OpenDocument
Yours faithfully,
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Remark: The above adjustment is the second one to the conversion price of the Bonds since the issuance of the Bonds in September 2007. The first adjustment was announced in January 2008 from the original conversion price of Baht 59.90 per share to Baht 58.52 per share.