TTA Board passes two resolutions
- Interim dividend of Baht 0.50 per share will be paid to all shareholders
- EGM Request does not meet necessary legal requirements
21 June 2011 (Bangkok, Thailand) -- The Board of Directors of Thoresen Thai Agencies PCL ("TTA" or the "Company") held its board meeting on the evening of 20 June 2011 and passed two resolutions. The Board approved an interim dividend of Baht 0.50 per share and resolved that the Company is not obliged to convene an Extraordinary General Meeting of Shareholders ("EGM") per a request by a group of the Company's shareholders, as their aggregate percentage of ownership does not reach 10% of the Company's paid-up share capital.
The Baht 0.50 per share dividend will be paid to shareholders whose names appear on the Company's share register book on 6 July 2011, with payment to be made on 18 July 2011. "Based on discussions with shareholders, the Board's consideration of our business strategy, and no major investment plans in the near future, the Board resolved that in the interests of the Company's shareholders, an interim dividend should be paid," said M.L. Chandchutha Chandratat, President & CEO of TTA. "This decision follows an extensive period of consultation with a large number of our shareholders, many of whom expressed the desire for an additional dividend. The interim dividend, in combination with the recently received dividend of Baht 0.26 per share, provides a yield of 4.2% at a price of Baht 18.20 per share."
"Even after the interim dividend payment, the Company will maintain sufficient cash to effectively run its business, some of which are operating in tough market conditions, and strengthen our ability to extract greater value from the energy, infrastructure, and transportation businesses." added M.L. Chandchutha.
With regards to the EGM request, the Board cited that conditions set out by the Public Limited Companies Act to convene such a meeting had not been met. The aggregate percentage of ownership by the group of 75 shareholders which had requested the EGM was below 10% of the Company's paid-up share capital due to various reasons, including some names did not appear on the shareholders list provided by the Thailand Securities Depository Co., Ltd. as of 2 June 2011 and some names had a lower number of shares than reported in their letters to the Company. The Board also considered the proposed agenda items and resolved that they would not bring significant tangible benefits to the Company or its shareholders.
"The Board decided that it is not necessary for the Company to issue warrants for the time being," said M.L. Chandchutha. "In terms of shareholder benefits, while it is true that warrants can be sold before they mature, they are subject to market trends, making any potential cash returns more volatile to shareholders than a normal cash dividend. The benefit to the Company from a warrant issue is also uncertain. At one warrant for every four shares, the total number of warrants in the market would have represented 20% of the future share capital. If all warrants were to be exercised, a sizeable earnings per share dilution would take place. Finally, the free float of TTA shares is already very high, so additional liquidity from potential warrants conversion is not necessary."
Regarding a request by some shareholders to change the Company's fiscal year, M.L. Chandchutha explained, "The Company publicly discloses its financial results quarterly, in line with other listed companies. Investors who wish to make comparisons of our financial statements to those of other listed firms have no difficulty in doing so."
"There are a number of other benefits the Company enjoys due to its current fiscal year, including avoiding Thailand's traditional end of year crunch to close audited financial statements, during which auditors are not only busy, but spread thinly," continued M.L. Chandchutha. "More importantly however, our current arrangement actually benefits shareholders wishing to attend our Annual General Meeting of Shareholders ("AGM"), which takes place in January. Other listed companies in Thailand hold their AGMs in March or April, considered a busy season during which shareholders of multiple companies often have to choose between meetings and are unable to attend them all."
Thoresen Thai Agencies Public Company Limited ("TTA") is a strategic investment holding company listed on the Stock Exchange of Thailand. Its investment strategy is to grow through a balanced and diversified business portfolio of transport, energy, and infrastructure assets, both domestically and internationally. Previously, TTA has primarily invested in the dry bulk shipping and related shipping services businesses. The company has since expanded its investments into other business areas, such as offshore services through Mermaid Maritime Public Company Limited, fertilisers and logistics through Baconco Co., Ltd., coal-related businesses through Merton Group (Cyprus) Limited and Unique Mining Services Public Company Limited, petroleum tankers through Petrolift, Inc, and ports through Baria Joint Stock Company of Service for Import Export of Agro Forestry Products and Fertilizers.
For media inquiry, please contact:
Ravisada Angkeeros, Corporate Communications Department, Thoresen Thai Agencies Plc.
Tel: +66 2254 8437 ext. 393 Email: email@example.com