Interim Dividend Payment/Capital Increase in a Subsidiary

Back May 13, 2005

Ref: COR:MS/EL05009e/st

 

                                                                                       13 May 2005

 

Subject:   Interim Dividend Payment/Capital Increase in a Subsidiary

To:           The President of the Stock Exchange of Thailand

 

 

At the Board of Directors meeting on 13 May 2005, the Board of Directors of Thoresen Thai Agencies

Public Company Limited (the "Company") approved the following:

 

     1.  Approval of the second quarter financial results which ended on 31 March 2005.

     2.  Approval of an interim dividend payment based on the operating results of the six month period

         which ended on 31 March 2005, at Baht 2.00 per share to the 643,684,422 ordinary shares

         whose names appear in the Company's shareholders register. The payment will be made on Friday,

        10 June 2005, and the share register book closing date will be Monday, 30 May 2005, at 12.00

         hours.

 

         The interim dividend for the six month period which ended on 31 March 2004 was Baht 1.00 per

         share. Given the improved financial performance during this financial year, the Board of Directors has

         considered and is of the opinion that an interim dividend of Baht 2.00 per share is appropriate and

         will allow the Company to achieve its investment plan during the second half of the year.     

 

     3.  Approval of an additional capital increase of T.S.C. Maritime Ltd., a subsidiary, from Baht 10 million

          to Baht 60 million to construct a new ship repair and maintenance workshop.

 

 

Details of the Board of Directors' resolutions are as per attached.

 

                                                                        Yours faithfully,

 

 

 

 

                                        (M.R. Chandram S. Chandratat)  (M.L.Chandchutha Chandratat)

                                                          Chairman                           Managing Director

 

 

 


 

Details of the Board of Directors' Resolutions

 

Investment in the newly issued shares of T.S.C. Maritime Ltd.  

Date of Transaction

Around the end of July 2005

Name of The Company

T.S.C. Maritime Ltd. ("TSC"), a subsidiary company in

which 99.9% of the shares is currently held by Thoresen

Thai Agencies Plc. 

Type of  Business

Ship repair and maintenance

Present Registered and

Paid-up Share Capital

Baht 10 million, divided into 100,000 shares at par value Baht 100 per share

New Registered and

Paid-up Share Capital  

Baht 60 million, or an increase of Baht 50 million. During the first phase, TSC will call for 50% of the share capital increase or Baht 25 million.

Value of Investment by

Thoresen Thai Agencies Plc.

(TTA) 

In the first phase, TTA will invest Baht 25 million to

maintain its stake of 99.9%.

 

Rationale

To construct a new ship repair and maintenance workshop.

Source of Funds

From  the operating cash flow of TTA.

 

 

Size of the Transaction (Based on the Value of Investment at Baht 50 Million) 
 
1.  The size of the additional investment equals 0.62 % of the net tangible assets of TTA and its subsidiaries 
     after deducting minority interests as of 31 March 2005 (the net tangible assets of TTA and its subsidiaries 
     after deducting minority interests as of 31 March 2005 amounted to Baht 8,006,701,990).
 
2.  The size of the additional investment equals 0.27% of the total assets of TTA and its subsidiaries as of 
     31 March 2005 (the total assets of TTA and its subsidiaries as of 31 March 2005 amounted to Baht 
     18,438,381,551).        
 
 
This additional investment is not subject to the Rules, Procedures and Disclosure of Information of the 
Stock Exchange of Thailand regarding the Acquisition and Disposition of Assets of Listed Companies. 
 
 
                                                                          Yours faithfully,
 
 
 
 
                                    M.R. Chandram S. Chandratat        M.L. Chandchutha Chandratat
                                                     Chairman                                 Managing Director