Ref: COR:MS/EL07023e/ms
12 October 2007
Subject: Mermaid Maritime Public Company Limited - Successful Share Placement
To: The President of the Stock Exchange of Thailand
At the Extraordinary General Meeting of Shareholders No. 1/2007 of Thoresen Thai Agencies Public Company Limited ("TTA") held on 6 August 2007, the shareholders acknowledged that Mermaid Maritime Public Company Limited ("MMPCL"), a subsidiary of TTA, will seek a listing of its shares on the Main Board of the Singapore Stock Exchange ("SGX-ST").
TTA hereby reports on behalf of MMPCL that on 11 October 2007, MMPCL had successfully placed and priced its Initial Public Offering ("IPO") of new shares. The details of the IPO are as follows: (Assuming the Over-Allotment Option is not exercised):
| 1. Type of Securities : | Ordinary shares |
| 2. Offering : | Foreign investors in foreign currency |
| 3. Issue Size : | 140,000,000 new ordinary shares |
| 4. Offering Price : | SGD 1.56 per share |
| 5. Raising Total Proceeds : | SGD 218.4 million |
| 6. Over-Allotment Shares : | Apart from the 140,000,000 new ordinary shares which were allotted to investors, there were 18,000,000 ordinary shares which Macquarie Securities (Singapore) Pte Limited ("Macquarie"), Mermaid's Underwriter, borrowed from Thoresen Chartering (HK) Limited ("TCL HK"), an existing shareholder of Mermaid for stabilisation. Upon listing, if Mermaid trades at or above the offer price, then no stabilisation is allowed. The Over- Allotment Option will be exercised, resulting in Mermaid issuing 18,000,000 more new shares, and the shares are returned to TCL HK. If Mermaid |
Cont. 2.../
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| trades below the offer price, then Macquarie will attempt to stabilise the share price by buying shares in the market. Macquarie will continue to buy shares until it has accumulated upto 18,000,000 shares, or the 30 day period expires. Thereafter, the shares bought by Macquarie will be returned to TCL HK. Mermaid will subsequently report the Over-Allotment Option by Macquarie in due course. | ||
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7. Registered Share Capital before IPO : Paid-up Share Capital before IPO : |
Baht 674,537,393 divided into 674,537,393 shares, par value Baht 1 per share Baht 383,205,340 | |
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8. Registered Share Capital after IPO : Paid-up Share Capital after IPO : |
Baht 674,537,393 divided into 674,537,393 shares,par value Baht 1 per share Baht 523,205,340 (assuming the Over-Allotment Option is not exercised) | |
| 9. Percentage of shareholding by TTA before IPO : | 78.09% (direct holding by TTA of 50% and indirect holding through TCL HK of 28.09%) | |
| 10. Name of Major Shareholders in MMPCL after IPO (Assuming the Over-Allotment Option is not exercised) | a) Thoresen Thai Agencies Public Company Limited |
36.62% |
| b) Thoresen Chartering (HK) Limited |
20.57% | |
| c) Thailand Equity Fund |
15.59% | |
| d) Others |
27.21% | |
| Total |
100.00% | |
| 11. Expected date of listing on SGX-ST : | 16 October 2007 | |
Cont. 3.../
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The size of the transaction from the dilution of TTA's stakes in MMPCL equals 4.55% of the net tangible assets of TTA and its subsidiaries after deducting minority interests as of 30 June 2007 and assuming exercise of the Over- Allotment Option is not exercised, and it will equal 4.96% of the net tangible assets of TTA and its subsidiaries after deducting minority interests as of 30 June 2007 if the Over-Allotment Option is exercised (the net tangible assets of TTA and its subsidiaries after deducting minority interests as of 30 June 2007 amounted to Baht 13,426,754,734).
When this transaction is included with other asset disposition transactions in the past six months, it is not subject to the Rules, Procedures, and Disclosure of Information of the Stock Exchange of Thailand ("SET") regarding the Acquisition and Disposition of Assets of Listed Companies.
Yours faithfully,
Thoresen Thai Agencies Public Company Limited
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_____________________________ M.L. Chandchutha Chandratat Managing Director |
----------------------------- Ms. Nuch Kalyawongsa Director, Group Finance/Accounting |
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