Capital increase and 1:1 Rights Offering plan does not reach required threshold for shareholder approval at TTA's EGM
69.9502% approval falls short of 75% requirement
Bangkok, Thailand, 14 December 2012 -- Thoresen Thai Agencies Public Company Limited (“TTA”) held its Extraordinary General Meeting of Shareholders (“EGM”) on 14 December 2012, at which 69.9502% of attending shareholders voted to approve the Company’s capital increase plan, falling just over 5% short of the 75% required by the Thai Public Limited Company Act. The plan included a 1:1 Rights Offering (“RO”) as well as a potential private placement for unsubscribed shares.
“We regret that the proposed capital increase was accepted by almost 70% of our shareholders but did not pass, as it had been designed with the aim of building long-term value and returns by allowing all shareholders to co-invest in TTA’s future success. However, we respect this decision and will take the constructive comments we received from shareholders during the EGM into account as we explore our next steps,” said M.L. Chandchutha Chandratat, TTA’s President & CEO. “What we heard from a large number of shareholders is that the case to invest in our main core businesses is compelling and a capital increase is warranted, as witnessed by the overwhelming approval rate at today’s meeting. However, the structure of the capital increase should be reviewed. This feedback will be invaluable to us if we propose an alternative capital increase for shareholders' consideration in the near future.”
TTA had proposed to issue 708,004,413 new shares, which would then be offered to all existing shareholders for THB 14.00, at a ratio of one newly issued share for each existing share they hold. The proceeds were targeted to fund a fleet renewal programme for Thoresen Shipping, which would stand to benefit from purchasing low priced assets while the industry remains in a downturn ahead of an anticipated improvement in 2014. TTA is also considering how and if to support the potential investment needs of its oil and gas services subsidiary, Mermaid Maritime Public Company Limited (“Mermaid”).
Added M.L. Chandratat, “As a transparent and responsible public company, we are ultimately beholden to the wishes of our shareholders. While we now shift to an examination of other available options, it is important to highlight that the Company remains healthy, with a good balance sheet, and the ability to ride out the dry bulk shipping industry’s prolonged downturn. We still believe that the current environment offers a compelling case for investment in dry bulk shipping and oil and gas services, and will now begin a process of evaluating how and if such investments can be structured while still garnering attractive returns.”
Despite negative bottom line fiscal 2012 results which were heavily impacted by a number of non-cash extraordinary write-downs and impairments, TTA’s two largest businesses registered a strong turnaround, with normalised EBIT at both Thoresen Shipping and Mermaid jumping 886% and 138% respectively compared to the previous year.
Thoresen Thai Agencies Public Company Limited (TTA) is a strategic investment holding company listed on the Stock Exchange of Thailand (TTA:TB). Its investment strategy is to grow through a balanced and diversified business portfolio of transport, energy, and infrastructure assets, both domestically and internationally. TTA’s evolution from a dry bulk shipping operator began in 1995 with an investment in Mermaid Maritime Public Company Limited, which has since been listed on the Singapore Stock Exchange (MMT:SP). Since then, TTA has acquired interests in fertiliser and logistics (Baconco Co., Ltd.), coal-related businesses (Merton Group (Cyprus) Limited, Qing Mei Pte.Ltd., and Unique Mining Services Public Company Limited), petroleum tankers (Petrolift, Inc), and a port in Southern Vietnam (Baria Joint Stock Company of Service for Import Export of Agro Forestry Products and Fertilizers). For more information, please visit www.thoresen.com
For further information, please contact:
Thoresen Thai Agencies Plc
Ravisada Angkeeros E-mail: email@example.com
Tel: +66 2254 8437 Ext. 393 Mobile: +6681398 5098