Adjustment to the Conversion Price of TTA Convertible Bonds

Back Feb 10, 2009

Ref. No. COR:MS/EL09005e/ms

6 February 2009

Subject: Adjustment to the Conversion Price of TTA Convertible Bonds

To: The President of the Stock Exchange of Thailand

Ref: Disclosure of Information No. COR:MS/EL07020e/pc dated 20 September 2007 in relation to the Issue of US Dollar Denominated Convertible Bonds to Foreign Investors

With reference to the USD 169.80 million Convertible Bonds (the "Bonds") issued to foreign investors on 24 September 2007 and the key features of the Bonds shown in the above-mentioned report to the Stock Exchange of Thailand ("SET"), Thoresen Thai Agencies Public Company Limited ("TTA") would like to announce that from 6 February 2009, the conversionprice of the Bonds shall be Baht 56.57 per share (previously Baht 57.94 per share).

The adjustment to the conversion price of the Bonds is in accordance with the Terms and Conditions of the Bonds in the following clauses:

1) Condition 7.3 (ii) (A) which specifies that whenever TTA shall issue any shares credited as fully paid to its shareholders by way of capitalisation of profits, and

2) Condition 7.3 (iii) (B) which specifies that whenever TTA shall pay any distribution in cash that yields more than 2% of the current market price per share.

The adjustment to the conversion price of the Bonds to Baht 56.57 is in accordance with the Condition 7.3 (iii) (B). A convertible bond is a combination of debt and equity option. When dividends greater than the level used to price the convertible bond are paid by TTA, the value of the equity option decreases unless there is some adjustment to the conversion price.

As for the adjustment to the conversion price of the Bonds pursuant to Condition 7.3 (ii) (A),such adjustment will be made on 24 February 2009, being the alteration date or the issue date of the stock dividend shares.

The annual dividend payment in the combination of cash and shares at the amount of Baht 2.35 per share from the net profit of TTA for the financial year that ended on 30 September 2008 was approved by TTA shareholders at the 1/2009 Annual General Meeting of Shareholders on 30 January 2009 as follows:

 

Cont. 2.../

 

Thoresen Thai Agencies Public Company Limited

Page 2

Ref: COR:MS/EL09005e/ms

a) Cash dividend of Baht 2.25 per share. Since TTA paid an interim dividend on 13 June 2008 to shareholders of Baht 1.50 per share, a remaining cash amount of Baht 0.75 per share shall be paid to shareholders.

b) Stock dividend at the ratio of ten existing shares to one stock dividend share with a par value of Baht 1 (one) per share, equivalent to Baht 0.10 per share. Any fraction less than one stock dividend share shall be paid in cash at Baht 0.10 per share.

The cash dividend payment exceeds the 2% dividend threshold; therefore, an adjustment to the conversion price of the Bonds pursuant to Condition 7.3 (iii) (B) is required. Such adjustment to the conversion price will take effect on 6 February 2009 which is the record date for the determination of shareholders entitled to receive such distribution.

The calculation of adjustments to the conversion price of the Bonds was reported to the Singapore Exchange Securities Trading Limited ("SGX-ST") and can be viewed at

http://info.sgx.com/webcorannc.nsf/ b36be4e94c61a5f84825735f0028d52b/d29a4a76 c51b7e2648257555002efb53?OpenDocument

 

Yours faithfully,
Thoresen Thai Agencies Public Company Limited

 

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Ms. Nuch Kalyawongsa
Director, Group Finance/Accounting

 

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Ms. Mantanee Surakarnkul
Company Secretary

 

Remark: The above adjustment is the third one to the conversion price of the Bonds since the issuance of the Bonds in September 2007. The second adjustment was announced in May 2008 from the conversion price of Baht 58.52 per share to Baht 57.94 per share.