TTA proposes rights offering and issuance of warrants; aims to raise funds for timely investments

Back Dec 25, 2012

Bangkok, Thailand, 25 December 2012 -- Thoresen Thai Agencies Public Company Limited ("TTA") today announced plans for a capital increase to raise up to THB 6,372 million over a 30-month period through a Rights Offering ("RO") and the issuance of stock warrants. The key uses of the new capital include Thoresen Shipping's fleet expansion plan through the purchase of new and second-hand vessels and potential renewal of the drilling rig fleet at TTA's offshore oil and gas services subsidiary, Mermaid Maritime Public Company Limited ("Mermaid").

All shareholders will be entitled to exercise their rights by subscribing to two newly issued shares at a price of THB 14.00 per share for every five existing shares they own. Free warrants will be issued only to those shareholders who subscribe for new shares at a ratio of one warrant to two newly subscribed shares. Each warrant can be converted into one common share at an exercise price of THB 17.00 within 30 months of the warrant issuance. The subscription period for the RO has been set from 21-28 February 2013.

Unsubscribed shares will be allocated to shareholders who subscribe to excess rights at the same price of THB 14.00 per share and up to a limit of 0.5 times their current holdings. Any remaining shares after the distribution of excess rights may be allocated to a private placement in one or several tranches. The capital increase proposal is subject to shareholder approval at TTA's Annual General Meeting of Shareholders ("AGM"), which will be held on 30 January 2013.

TTA Director and shareholder Mr. Chalermchai Mahagitsiri stated, "We have evaluated our business needs carefully, and there is little doubt that making timely investments in TTA's core business today will bring significant returns in the future. While I was committed to the original capital increase plan, I respect that the views of other shareholders differed on its structure and execution. As a result, the Board and management have worked closely together to adjust the structure to a ratio of five-to-two coupled with warrants, which will raise less capital but can still support our investment requirements, with some adjustments. I put my full support towards this plan, which I believe reflects the views of the majority of the Company's shareholders, and plan to exercise my full rights."

TTA expects to raise up to THB 3,965 million in immediate funds from the RO, and up to THB 2,407 million over the next two and a half years from the exercise of warrants, for a combined total of up to THB 6,372 million.

"The proposed capital increase structure, which has been revised following the invaluable feedback we received during our recently held Extraordinary General Meeting of Shareholders ("EGM"), hopefully addresses the various concerns of our shareholders while still fulfilling TTA's investment requirements," added M.L. Chandchutha Chandratat, TTA's President & CEO. "Funds raised via the RO will be allocated towards our strategic investment priorities, namely dry bulk shipping and offshore oil and gas services. Meanwhile, capital raised through warrants will likely come over the course of the next two and a half years, allowing us to fund the completion of new-build assets which can be locked in at relatively lower prices by ordering today, as the majority of payments are typically due upon completion. We will of course use a combination of equity and debt to fund our asset purchases, balancing our loan covenants with our growth objectives."

In 2008, a five-year-old Supramax vessel traded above USD 70 million, while the average price over the last 10 years has stood at around USD 30 million. Today, there are already opportunities to pick up high-quality, modern, efficient second-hand vessels below USD 20 million. Likewise for new-build Supramax vessels, the price today stands at between USD 24 million and USD 27 million, roughly 20% cheaper than the average price of a new-build over the past 10 years. As freight rates remain low during the next 10-12 months, asset prices are expected to decrease even further and bottom out in 2013 before a gradual pick-up in 2014.

The offshore oil and gas services sector has entered a cyclical upturn, with utilisation rates for modern tender drilling and jack-up rigs reaching approximately 95%. To maintain its ability to participate in this segment, Mermaid may decide to renew its asset base. Its two main drilling assets are approaching the end of their useful lives, and there are no realistic second-hand purchase opportunities. A new-build tender drilling rig can be constructed at a price between USD 120 million and USD 130 million today, with delivery approximately two years thereafter.

Despite negative bottom line fiscal 2012 results that 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.

About TTA
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 away from a pure 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 (SKI Energy Resources Inc, Merton Group (Cyprus) Limited, 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 further information, please contact:
Thoresen Thai Agencies Plc
Ravisada Angkeeros E-mail: ravisada_a@thoresen.com
Tel: +66 2254 8437 Ext. 393 Mobile: +6681398 5098

Or MSL Hong Kong
Eric Abelev E-mail: eric.abelev@mslgroup.com
Tel: +852 2804 8107 / +852 6355 8420