Disposition of the Asset of a Subsidiary Company
Ref. No. COR:MS/EL09044e/pc
24 December 2009
Subject: Disposition of the Asset of a Subsidiary Company
To : The President of the Stock Exchange of Thailand
Thoresen Thai Agencies Plc. ("TTA") hereby reports the sale for scrap of M.V. Thor Commander on behalf of Thor Commander Shipping Co., Ltd., a wholly owned subsidiary company of TTA, as follows:
1. The Parties Involved:
Seller: Thor Commander Shipping Co., Ltd.
Buyer: Virtad Navigation S.A. of Nevis
Relationship between Buyer and Seller: None2. Details of the Asset Disposed:
M.V. Thor Commander is a general cargo vessel with a rated capacity of 26,140 DWT and was built in 1984.
3. General Characteristics of the Transaction:
M.V. Thor Commander was sold for scrap at a price of USD 2,427,421 (United States Dollars Two Million Four Hundred Twenty Seven Thousand Four Hundred and Twenty One), or Baht 80,516,341 (Baht Eighty Million Five Hundred Sixteen Thousand Three Hundred and Forty One) using a USD/THB exchange rate of 33.1695 which is the current market price.
4. The net book value of M.V. Thor Commander including dry-docking expense, vessel supply and spare part as of 24 December 2009 was approximately Baht 59 million. After deducting expenses from selling the vessel, including commissions, the accounting gain from the sale, net of taxes, is approximately Baht 1.54 million.
After the sale for scrap of M.V. Thor Commander, the Thoresen fleet will consist of 34 vessels with an average size of 26,919 DWT and an average age of 18.94 years.
5. Benefit from the Transaction:
The sale is in line with prevailing dry bulk shipping conditions, in which older vessels become less competitive and less able to meet operating costs. The Board of Directors of Thor Commander Shipping Co., Ltd. unanimously resolved to sell the said vessel, and the proceeds from the sale will be applied towards our new build vessel program or younger second -hand vessel acquisitions.
6. Size of the Transaction:
The total amount received from selling M.V. Thor Commander equals USD 2,427,421 (United States Dollars Two Million Four Hundred Twenty Seven Thousand Four Hundred and Twenty One), or Baht 80,516,341 (Baht Eighty Million Five Hundred Sixteen Thousand Three Hundred and Forty One) using a USD/THB exchange rate of 33.1695. The size of the transaction equals 0.19% of the total assets of TTA and its subsidiaries as of 30 September 2009 (the total assets of TTA and its subsidiaries as of 30 September 2009 amounted to Baht 41,640,829,646).
When this transaction is included with other asset dispositions in the past six months, it is not subject to the Rules, Procedures and Disclosure of Information of the Stock Exchange of Thailand regarding the Connected Transactions or the Acquisition and Disposition of Assets of Listed Companies.
7. Delivery Date:
24 December 2009
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
-----------------------------
M.L. Chandchutha Chandratat
President & Chief Executive Officer
-----------------------------
Ms. Thitima Rungkwansiriroj
Executive Vice President
Group Finance and Accounting