(Translation)
Notification of Right to Subscribe for Right Offering
Ordinary Shares in Combination with Warrants to Purchase
Ordinary Shares
of
Thoresen Thai Agencies Public Company Limited
From 25 February 2015 to 27 February 2015
and
2 March 2015 to 3 March 2015
THORESEN THAI AGENCIES PUBLIC COMPANY LIMITED
26/26-27 Orakarn Bldg., 8th Floor, Soi Chidlom, Ploenchit Road, Kwang Lumpinee, Khet Pathumwan, Bangkok 10330, Thailand.
Tel : (662) 254-8437, 250-0569 Fax : (662) 655-5631 E-Mail Address : Investors@thoresen.com Website : www.thoresen.com
– Translation –
Ref No: COR:L15013/ms
17 February 2015
Subject: Notification of Right to Subscribe for Newly Issued Ordinary Shares in Combination
with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public
Company Limited No. 5 (“TTA-W5”)
To:
Shareholders of Thoresen Thai Agencies Public Company Limited
Enclosure: 1. Share and Warrant Subscription Form
2. Blank Form of the Bill Payment Pay-In Slip
3. Example of the Completed Form of the Bill Payment Pay-In Slip and the
Instruction of Each Payment Channel
4. Certificate of Right to Subscribe for Newly Issued Ordinary Shares in Combination
with Warrants
5. Notification of the Allotment and Subscription Documents for Newly Issued Ordinary
Shares in Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai
Agencies Public Company Limited
6. Rights and Duties of the Warrant Issuer and Holders of the Warrants to Purchase
Ordinary Shares of Thoresen Thai Agencies Public Company Limited No. 5
The Annual General Meeting of Shareholders No. 1/2015 of Thoresen Thai Agencies Public
Company limited (the “Company”), held on 28 January 2015, passed a resolution to approve the
allocation of up to 520,470,459 newly issued ordinary shares, at a par value of Baht 1.00 per share
and the issuance and allotment of up to 173,490,153 units of warrants to purchase ordinary shares of
Thoresen Thai Agencies Public Company Limited No. 5 (“Warrants”), to be offered for sale in
combination with the newly issued ordinary shares to existing shareholders of the Company in
proportion to their shareholding (Right Offering) at the ratio of 15 existing ordinary shares to 6 new
ordinary shares in combination with 2 units of Warrants (15:6:2). The offering price of newly issued
ordinary shares is Baht 14.00 per share. The offering price for Warrants is Baht 0.00 per unit. The
exercise price for Warrants is Baht 18.50 per share (except in case of adjustment of rights of
Warrants). Any fractions of such newly issued ordinary shares or Warrants resulting from the ratio
calculations shall be disregarded. Existing shareholders who exercise their right to subscribe for the
newly issued ordinary shares must exercise their right simultaneously and proportionately to subscribe
for Warrants.
Existing shareholders shall have the right to oversubscribe for newly issued ordinary shares based on
the ratio specified above by indicating their intention to oversubscribe for no more than 20 percent of
existing ordinary shares held by them. Fractions of newly issued shares resulting from the ratio
1
calculations shall be disregarded. Shareholders may oversubscribe and oversubscription shares may
be allocated to such oversubscribing shareholders only when there are shares left after allocation to all
shareholders who have subscribed for shares proportionately to their existing shareholding
percentage. Such allocation of oversubscription shares shall be in proportionate to their existing
shareholding percentage of each oversubscribing shareholder. Under no circumstances will the
Company allocate shares to any oversubscribing shareholders in a manner which will result in such
oversubscribing shareholders holding shares in the Company in an amount that reaches or crosses the
tender offer requirement threshold prescribed under the Notification of the Capital market
Supervisory Board No. Tor Chor 12/2554 re: criteria, conditions and methods of takeover, and in a
manner which would result in a breach in the Company’s foreign shareholding limit of 49 percent of
total issued shares of the Company.
Any newly issued ordinary shares left after the allocation to existing shareholders shall be allocated
in a private placement (the “Private Placement”) pursuant to the definition given under the
Notification of Capital Market Supervisory Board No. Tor Chor 28/2551 re: application for and
permission of offering of newly issued shares (as amended). If the Private Placement subscriber(s) is
a connected person of the Company under the applicable notifications of the Capital Market
Supervisory Board and the Stock Exchange of Thailand, the Company shall comply with the
requirements specified under the Notification of the Capital Market Supervisory Board regarding the
Entering into a Connected Transaction and the Rule of the Board of Governors of the Stock Exchange
of Thailand regarding the disclosure of information and other acts of listed companies concerning the
connected transaction. In the event there remains any unsubscribed Warrants after the Right Offering
and Oversubscription allocation, the Company shall cancel all of them.
The Company will allocate and offer the newly issued ordinary shares in combination with the
Warrants to the shareholders whose names are in the register book on the record date fixed for
determining the shareholders entitled to subscribe for the newly ordinary shares in combination with
the Warrants which is scheduled on 9 February 2015. The share register book will be closed on 10
February 2015 to collect shareholders names under Section 225 of the Securities and Exchange Act
B.E. 2535 (as amended). The subscription dates for such securities are from 25 to 27 February 2015
and 2 to 3 March 2015 (5 business days) from 9.00 – 16.00 hours.
The payment method of the subscription for the newly issued ordinary shares in combination with
Warrants can be made by one of the following methods: (i) cheque, cashier cheque or bank draft via
RHB OSK Securities (Thailand) PCL; and (ii) cash, electronic money transfer, cheque, cashier cheque
or bank draft via Bill Payment service of Siam Commercial Bank PCL. Details of which are
described in the Notification of the Allotment and Subscription Documents for Newly Issued
Ordinary Shares in combination with Warrants to Purchase Ordinary Shares of Thoresen Thai
Agencies Public Company Limited (Enclosure 5). The Company would like to hereby notify you of your right to subscribe for the newly issued ordinary
shares and Warrants as per the number indicated in the Certificate of Right to Subscribe for Newly
Issued Ordinary Shares in combination with Warrants, issued by Thailand Securities Depository Co.,
Ltd. (Enclosure 4). Details of the subscription of the newly issued ordinary shares in combination with
the Warrants appear in the Notification of the Allotment and Subscription Documents for Newly
2
Issued Ordinary Shares in combination with Warrants to Purchase Ordinary Shares of Thoresen Thai
Agencies Public Company Limited (Enclosure 5) and Rights and Duties of the Warrant Issuer and
Holders of the Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public Company
Limited No. 5 (Enclosure 6).
Sincerely yours,
Thoresen Thai Agencies Public Company Limited
-Company Stamp-
-signature-
-signature-
Mr. Chalermchai Mahagitsiri
President & Chief Executive Officer
Mr. Chia Wan Huat Joseph
Executive Director
3
Enclosure 1
Subscription No.............................................
Subscription Form for Newly Issued Ordinary Shares in Combination with TTA-W5 of Thoresen Thai Agencies Plc.
To offer up to 520,470,459 newly issued ordinary shares to existing shareholders proportionately to their shareholding percentage
at the ratio of 15 existing ordinary shares to 6 new ordinary shares at the offering price of Baht 14.00 per share (par value of Baht 1.00 per share)
in combination with up to 173,490,153 units of warrants to purchase newly issued ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5 ("TTA-W5" or the "Warrants")
at the ratio of 15 existing shares to 6 new shares in combination with 2 units of warrants issued free of charge (15:6:2)
Subscription date  25 February 2015
 26 February 2015
 27 February 2015
 2 March 2015
 3 March 2015
To Board of Directors of Thoresen Thai Agencies Public Company Limited (the “Company” or the "Issuer")
Subscriber please clearly fill in the spaces below
I (Please specify type of subscriber)
Shareholder Registration no.
 Natural Person of Thai Nationality ID/Government ID/State enterprise ID no.
 Natural Person of Foreign Nationality Alien Card/Passport No. .....................
 Juristic Person of Thai Nationality Registration No.....................................................................
 Juristic Person of Foreign Nationality Registration No. ...................................
Please specify ultimate beneficiary if the subscriber is Natural Person Oneself  Other (Please identify)…………… …….  if subscriber is juristic person, please identify……………………………………
Name  Mr.  Mrs.  Miss  Juristic Person ................................................................................................................................................................................................................. Sex  Male  Female
Address ...................... Section .................... Lane .........................…...............…..... Road ...…………..…...................... Sub-district .........…....................District……………………...........
Province ...............................................Postal Code ...........................................Telephone no. ...................................................E-mail…...........................………………….......Nationality..........................................
Occupation ................……................................. Date of Birth (Registration Date).............…................Tax ID. No. .........................................Type of tax payment  Non withholding tax  Withholding tax
According to Share Registration Book as of 10 February 2015, I own………………………..……….shares, and the rights to subscribe for………………………………………….shares
Hereby wish to subscribe for ordinary shares in combination with the Warrants, as follows:
(Number of units of Warrants shall be automatically allotted in accordance with the ratio of 15:6:2 at the offering price of Baht 0.00 per unit of Warrants. Subscriber is not required to indicate information on the subscription for Warrants.)
Subscription Type
Offering Price (Baht per share)
No. of Shares Subscribed (shares)
Total Amount (Baht)
 Proportionate Subscription
 Undersubscription
14.00
 Oversubscription (Please indicate only the
excess portion)
Total
If the securities (ordinary shares and warrants) are allotted to me, I hereby agree to proceed as follows: (Please mark  in one of the following boxes)
 Script system Issue securities certificate for the allotted securities under my name and deliver to my address referred to above by registered mail. I hereby authorize the Company to proceed with any
necessary action to have the securities certificate made and delivered to me within 15 business days after the end of securities subscription period.
 Scripless system: securities to be credited into my trading account Issue securities certificates under the name of “Thailand Securities Depository Company Limited for Depositors” for the allotted
securities and arrange for participant name ……………………..……………………………………….broker number ……………….. to deposit those securities with Thailand Securities Depository Company
Limited for security trading account number...…………………...……name ……………………………………………………………which I have with the said company. (The subscriber’s name must
correspond with the trading a/c name otherwise the securities will be issued under the subscriber’s name.)
 Deposit into the Issuer’s account Issue securities certificates under the name of “Thailand Securities Depository Company Limited” for the allotted securities and deposit those securities with Thailand
Securities Depository Company Limited under Issuer’s account, for my name, account number 600. (To issue securities certificates later, the subscriber will pay the fee as prescribed by Thailand
Securities Depository Company Limited.)
I herewith submit my payment for subscription of the said securities by
 Bill Payment - Cash/Transfer from electronic channels  Bill Payment - Personal Cheque/Cashier Cheque/Draft dated no later than 27 February 2015
 Cheque/Cashier Cheque/Draft No. …………..…….. Date…………………. Bank ……….…………….... Branch……………………dated no later than 27 February 2015
Made payable to
“RHB OSK Securities (Thailand) PCL. for Shares Subscription”
I hereby undertake and agree to subscribe for such securities and shall not revoke this subscription. If I do not return this duly completed subscription form together with Personal Cheque/ Cashier Cheque/ Draft/ Bill Payment slip to
the Company within the subscription period or the Personal Cheque/Cashier Cheque/Draft has not been honored, I shall be deemed to have not exercised my subscription rights.
Please be aware that there is risk involved in stock investment.
Please read the information memorandum thoroughly before subscribing.
Signed……………………………………………………….… Subscriber
(…………………………………………………………………………….…)
 Subscription Receipt for Newly Issued Ordinary Shares and TTA-W5 of Thoresen Thai Agencies Public Company Limited (the “Company”) (Subscriber please also fill out the portion)
Subscription Date  25 February 2015  26 February 2015  27 February 2015  2 March 2015  3 March 2015
Subscription No.............................................
Subscription Type
Offering Price (Baht per share)
No. of Shares Subscribed (shares)
Total Amount (Baht)
 Proportionate Subscription
 Under subscription
14.00
 Oversubscription (the excess portion only)
Total
(Number of units of warrants shall be automatically allotted in accordance with the ratio of 15:6:2 at the offering price of Baht 0.00 per unit. Subscriber is not required to indicate information on the subscription for Warrants)
The Company received payment from (the Name as specified in the subscription form) ..............................................................................................................For a subscription of ordinary shares of the
Company in the number of ................................................shares at Baht 14.00 per share in combination with TTA-W5, totaling.................................................................................. Baht made payable by
 Bill Payment - Cash/Transfer from electronic channels  Bill Payment - Personal Cheque/Cashier Cheque/Draft dated no later than 27 February 2015
 Cheque/Cashier Cheque/Draft No. ………………….. Date ……………. Bank ………..……………….. Branch………………………… dated no later than 27 February 2015
 Script system Issue securities certificate in the name of subscriber
 Scripless system: securities to be credited into my trading account Issue securities certificates under the name of “Thailand Securities Depository Company Limited for Depositors” Participant
number................................................ Security trading account number...........................................................................
 Deposit into the Issuer’s account Issue securities certificates under the name of “Thailand Securities Depository Company Limited” and deposit those securities under Issuer’s account, for my
name, account number 600
Authorized Officer .........................................................................................
BROKER
Participant
No.
Company Name
Participant
No.
Company Name
002
TISCO SECURITIES COMPANY LIMITED
030
I V GLOBAL SECURITIES PUBLIC COMPANY LIMITED
003
COUNTRY GROUP SECURITIES PUBLIC COMPANY LIMITED
032
KTB SECURITIES (THAILAND) COMPANY LIMITED
004
DBS VICKERS SECURITIES (THAILAND) COMPANY LIMITED
033
FINANSIA SECURITIES PUBLIC COMPANY LIMITED
005
LAND AND HOUSES SECURITIES PUBLIC CO.,LTD.
034
PHILLIP SECURITIES (THAILAND) PUBLIC COMPANY LIMITED
006
PHATRA SECURITIES PUBLIC COMPANY LIMITED
038
AEC SECURITIES PUBLIC COMPANY LIMITED
007
CIMB SECURITIES (THAILAND) COMPANY LIMITED
048
AIRA SECURITIES PUBLIC COMPANY LIMITED
008
ASIA PLUS SECURITIES PUBLIC COMPANY LIMITED
200
MAYBANK KIM ENG SECURITIES (THAILAND) PUBLIC COMPANY LIMITED
010
MERRILL LYNCH SECURITIES (THAILAND) LIMITED
211
UBS SECURITIES (THAILAND) LIMITED
011
KASIKORN SECURITIES PUBLIC COMPANY LIMITED
213
ASIA WEALTH SECURITIES COMPANY LIMITED
013
KGI SECURITIES (THAILAND) PUBLIC COMPANY LIMITED
221
MERCHANT PARTNERS SECURITIES PUBLIC COMPANY LIMITED
014
CAPITAL NOMURA SECURITIES PUBLIC COMPANY LIMITED
224
BUALUANG SECURITIES PUBLIC COMPANY LIMITED
015
APPLE WEALTH SECURITIES COMPANY LIMITED
225
CLSA SECURITIES (THAILAND) LIMITED
016
THANACHART SECURITIES PUBLIC COMPANY LIMITED
229
JP MORGAN SECURITIES (THAILAND) LIMITED
019
KKTRADE SECURITIES COMPANY LIMIITED
230
GLOBLEX SECURITIES COMPANY LIMITED
022
TRINITY SECURITIES COMPANY LIMITED
244
MACQUARIE SECURITIES (THAILAND) LIMITED
023
SCB SECURITIES COMPANY LIMITED
247
CREDIT SUISSE SECURITIES (THAILAND) LIMITED
026
UOB KAY HIAN SECURITIES (THAILAND) PUBLIC COMPANY LIMITED
248
KT ZMICO SECURITIES COMPANY LIMITED
027
RHB OSK SECURITIES (THAILAND) PUBLIC COMPANY LIMITED
924
FINANSIA SYRUS SECURITIES PUBLIC COMPANY LIMITED
029
KRUNGSRI SECURITIES PUBLIC COMPANY LIMITED
SUB-BROKER
236
TISCO BANK PUBLIC COMPANY LIMITED
243
TSFC SECURITIES PUBLIC COMPANY LIMITED
242
CITICORP SECURITIES (THAILAND) LIMTED
245
THANACHART BANK PUBLIC COMPANY LIMITED
CUSTODIAN
301
CITIBANK, N.A. - CUSTODY SERVICES
328
BANK OF AYUDHYA PUBLIC COMPANY LIMITED
302
THE SIAM COMMERCIAL BANK PUBLIC COMPANY LIMITED
329
TMB BANK PUBLIC COMPANY LIMITED
303
BANGKOK BANK PUBLIC COMPANY LIMITED - CUSTODY
330
THE HONGKONG AND SHANGHAI BANKING CORP.,LTD.BKK .- BOND
304
THE HONGKONG AND SHANGHAI BANKING CORP., LTD. BKK.
334
TFSC SECURITIES PUBLIC COMPANY LIMITED - CUSTODIAN
305
THE KRUNG THAI BANK PUBLIC COMPANY LIMITED
336
KIATNAKIN BANK PUBLIC COMPANY LIMITED
308
KASIKORNBANK PUBLIC COMPANY LIMITED - CUSTODIAN
337
TMB BANK PUBLIC COMPANY LIMITED
312
STANDARD CHARTERED BANK (THAI) PUBLIC COMPANY LIMITED
339
TISCO BANK PUBLIC COMPANY LIMITED (CUSTODIAN)
316
INDUSTRIAL AND COMMERCIAL BANK OF CHINA (THAI) PUBLIC
COMPANY LIMITED
340
JPMORGAN CHASE BANK (BOND TRADING)
318
DEUTSCHE TRUSTEE COMPANY LIMITED
343
CIMB THAI BANK PUBLIC COMPANY LIMTED
320
DEUTSCHE BANK AKTIENGESELLSCHAFT BANGKOK BRANCH CUSTODY
344
PHILLIP ITHAILAND) SECURITIES PUBLIC COMPANY LIMITED - CUSTODY
324
UNITED OVERSEAS BANK (THAI) PUBLIC COMPANY LIMITED
345
THANACHART BANK PUBLIC COMPANY LIMITED - CUSTODY
326
THE ROYAL BANK OF SCOTLAND N.V., BANGKOK BRANCH
410
BANK OF AYUDHYA PUBLIC COMPANY LIMITED FOR TREASURY
BRO320KER007 SUB Enclosure 2
ใบนําฝากชําระเงินคาสินคาและบริการ (Bill Payment Pay-In Slip)
สําหรับจองซื้อหุนสามัญเพิ่มทุน
บริษัท โทรีเซนไทย เอเยนตซีส จํากัด (มหาชน)
บมจ.หลักทรัพย อารเอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจําตัวผูเสียภาษี 0107547000796
โทร 02-862-9999 ตอ 2008,9008
วันที่ (DATE)……........................................
เพื่อเขาบัญชี บมจ.หลักทรัพย อารเอชบี โอเอสเค (ประเทศไทย) เพื่อการจองซื้อหุน
สาขาผูรับฝาก (BRANCH)…..........................
NAME
ชื่อลูกคา
สําหรับลูกคา/
For Customer
ชุดแจงการชําระเงิน
บมจ. ธนาคารไทยพาณิชย
Siam Commercial Bank
Ref.1
เลขทะเบียนผูถือหุน./
เลขที่บัญชี 049-3-14340-9
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขที่หนังสือเดินทาง /
ID or Passport Number
เลขที่เช็ค/
CHEQUE NO.
เงินสด / CASH
ชื่อธนาคาร (DRAWEE BANK) /
สาขา(BRANCH)
เช็คลงวันที่ /Date
จํานวนเงิน / AMOUNT
สําหรับเจาหนาที่ธนาคาร
ผูรับเงิน
เช็ค / CHEQUE
ผูรับมอบอํานาจ
จํานวนเงินเปนตัวอักษร (บาท)
AMOUNT IN WORDS (BAHT)
กรณีชําระผานธนาคาร กรุณานําเอกสารฉบับนี้ไปชําระเงินไดที่ธนาคารที่ระบุขางตนไดทุกสาขาทั่วประเทศ หรือผานชองทางอิเล็กทรอนิกสของธนาคาร
ชื่อผูนําฝาก............................................................ โทร.....................................................
สําหรับจองซื้อหุนสามัญเพิ่มทุน
บริษัท โทรีเซนไทย เอเยนตซีส จํากัด (มหาชน)
ใบนําฝากชําระเงินคาสินคาและบริการ (Bill Payment Pay-In Slip)
บมจ.หลักทรัพย อารเอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจําตัวผูเสียภาษี 0107547000796
โทร 02-862-9999 ตอ 2008,9008
วันที่ (DATE)……...........................................
เพื่อเขาบัญชี บมจ.หลักทรัพย อารเอชบี โอเอสเค (ประเทศไทย) เพื่อการจองซื้อหุน
สาขาผูรับฝาก (BRANCH)…............................
เลขที่บัญชี 049-3-14340-9
NAME
ชื่อลูกคา
สําหรับธนาคาร/
For Bank
ชุดแจงการชําระเงิน
บมจ. ธนาคารไทยพาณิชย
Siam Commercial Bank
Ref.1
เลขทะเบียนผูถือหุน./
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขที่หนังสือเดินทาง /
ID or Passport Number
เงินสด / CASH
เลขที่เช็ค/
CHEQUE NO.
ชื่อธนาคาร (DRAWEE BANK) /
สาขา(BRANCH)
เช็คลงวันที่ /Date
จํานวนเงิน / AMOUNT
สําหรับเจาหนาที่ธนาคาร
ผูรับเงิน
เช็ค / CHEQUE
จํานวนเงินเปนตัวอักษร (บาท)
AMOUNT IN WORDS (BAHT)
ผูรับมอบอํานาจ
กรณีชําระผานธนาคาร กรุณานําเอกสารฉบับนี้ไปชําระเงินไดที่ธนาคารที่ระบุขางตนไดทุกสาขาทั่วประเทศ หรือผานชองทางอิเล็กทรอนิกสของธนาคาร
ชื่อผูนําฝาก............................................................ โทร.....................................................
Enclosure 3
***Example of Bill Payment by Cash***
ใบนาฝากชาระเงินค่าสินค้าและบริการ (Bill Payment Pay-In Slip)
้ หุน
สาหร ับจองซือ
้ สาม ัญเพิม
่ ทุน
ี ์ จาก ัด (มหาชน)
บริษ ัท โทรีเซนไทย เอเยนต์ซส
บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจาต ัวผูเ้ สียภาษี 0107547000796
โทร 02-862-9999 ต่อ 2008,9008
25/02/2015
วันที่ (DATE)……........................................
้ หุน
เพือ
่ เข้าบ ัญชี บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย) เพือ
่ การจองซือ
้
สาขาผู ้รับฝาก (BRANCH)…..........................
Ref1. Please fill in shareholder registration
no. as shown in Certificate of Right to
Subsribe for Newly Issued Ordinary Shares in
Combination with Warrants
เลขทีเ่ ช็ ค/
CHEQUE NO.
Mr. David Right
่ ลูกค ้า
ชือ
Ref.1
เลขทะเบียนผู ้ถือหุ ้น./
เลขทีบ
่ ญ
ั ชี 049-3-14340-9
เงินสด / CASH
NAME
1
1
2
2
3
3
4
4
5
5
3
1
2
0
1
4
5
5
5
5
สาหร ับลูกค้า/
For Customer
ชุดแจ้งการชาระเงิน
บมจ. ธนาคารไทยพาณิชย์
Siam Commercial Bank
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขทีห
่ นั งสือเดินทาง /
ID or Passport Number
่ ธนาคาร (DRAWEE BANK) /
ชือ
สาขา(BRANCH)
เช็ คลงว ันที่ /Date
5
5
สาหร ับเจ้าหน้าทีธ
่ นาคาร
จานวนเงิน / AMOUNT
เช็ ค / CHEQUE
5
ผู ้รับเงิน
3,500,000
จานวนเงินเป็นต ัวอ ักษร (บาท)
AMOUNT IN WORDS (BAHT)
ผู ้รับมอบอานาจ
Three million and fifity thousand baht
กรณีชาระผ่านธนาคาร กรุณานาเอกสารฉบับนีไ
้ ปชาระเงินได ้ทีธ
่ นาคารทีร่ ะบุข ้างต ้นได ้ทุกสาขาทั่วประเทศ หรือผ่านช่องทางอิเล็กทรอนิกส์ของธนาคาร
088-8888885
่ ผู ้นาฝาก............................................................
Mr. Daivd Right
ชือ
โทร.....................................................
้ หุน
สาหร ับจองซือ
้ สาม ัญเพิม
่ ทุน
ี ์ จาก ัด (มหาชน)
บริษ ัท โทรีเซนไทย เอเยนต์ซส
ใบนาฝากชาระเงินค่าสินค้าและบริการ (Bill Payment Pay-In Slip)
บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจาต ัวผูเ้ สียภาษี 0107547000796
โทร 02-862-9999 ต่อ 2008,9008
วันที่ (DATE)……...........................................
้ หุน
เพือ
่ เข้าบ ัญชี บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย) เพือ
่ การจองซือ
้
สาขาผู ้รับฝาก (BRANCH)…............................
25/02/2015
Ref1. Please fill in shareholder registration no.
as shown in Certificate of Right to Subsribe
for Newly Issued Ordinary Shares in
Combination with Warrants
เลขทีเ่ ช็ ค/
CHEQUE NO.
Mr. David Right
Ref.1
เลขทะเบียนผู ้ถือหุ ้น./
เลขทีบ
่ ญ
ั ชี 049-3-14340-9
เงินสด / CASH
NAME
่ ลูกค ้า
ชือ
1
1
2
2
3
3
4
4
5
5
3
1
2
0
1
4
5
5
5
5
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขทีห
่ นั งสือเดินทาง /
ID or Passport Number
่ ธนาคาร (DRAWEE BANK) /
ชือ
สาขา(BRANCH)
เช็ คลงว ันที่ /Date
เช็ ค / CHEQUE
จานวนเงินเป็นต ัวอ ักษร (บาท)
AMOUNT IN WORDS (BAHT)
จานวนเงิน / AMOUNT
5
3,500,000
Three million and fifity thousand baht
088-8888885
่ ผู ้นาฝาก............................................................ โทร.....................................................
ชือ
5
สาหรับเจ ้าหน ้าทีธ
่ นาคาร
ผู ้รับเงิน
ผู ้รับมอบอานาจ
กรณีชาระผ่านธนาคาร กรุณานาเอกสารฉบับนีไ
้ ปชาระเงินได ้ทีธ
่ นาคารทีร่ ะบุข ้างต ้นได ้ทุกสาขาทั่วประเทศ หรือผ่านช่องทางอิเล็กทรอนิกส์ของธนาคาร
Mr. David Right
5
สาหร ับธนาคาร/
For Bank
ชุดแจ้งการชาระเงิน
บมจ. ธนาคารไทยพาณิชย์
Siam Commercial Bank
***Example of Bill Payment by Cheque***
ใบนาฝากชาระเงินค่าสินค้าและบริการ (Bill Payment Pay-In Slip)
้ หุน
สาหร ับจองซือ
้ สาม ัญเพิม
่ ทุน
ี ์ จาก ัด (มหาชน)
บริษ ัท โทรีเซนไทย เอเยนต์ซส
บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจาต ัวผูเ้ สียภาษี 0107547000796
โทร 02-862-9999 ต่อ 2008,9008
25/02/2015
วันที่ (DATE)……........................................
้ หุน
เพือ
่ เข้าบ ัญชี บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย) เพือ
่ การจองซือ
้
สาขาผู ้รับฝาก (BRANCH)…..........................
Ref1. Please fill in shareholder registration no.
as shown in Certificate of Right to Subsribe
for Newly Issued Ordinary Shares in
Combination with Warrants
เลขทีเ่ ช็ ค/
CHEQUE NO.
เช็ ค / CHEQUE
2999999
Mr. David Right
่ ลูกค ้า
ชือ
Ref.1
เลขทะเบียนผู ้ถือหุ ้น./
เลขทีบ
่ ญ
ั ชี 049-3-14340-9
เงินสด / CASH
NAME
1
1
2
2
3
3
4
4
5
5
3
1
2
0
1
4
5
5
5
5
สาหร ับลูกค้า/
For Customer
ชุดแจ้งการชาระเงิน
บมจ. ธนาคารไทยพาณิชย์
Siam Commercial Bank
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขทีห
่ นั งสือเดินทาง /
ID or Passport Number
่ ธนาคาร (DRAWEE BANK) /
ชือ
สาขา(BRANCH)
เช็ คลงว ันที่ /Date
จานวนเงิน / AMOUNT
25/2/2015
3,500,000
Bank ABC
จานวนเงินเป็นต ัวอ ักษร (บาท)
AMOUNT IN WORDS (BAHT)
5
5
5
สาหร ับเจ้าหน้าทีธ
่ นาคาร
ผู ้รับเงิน
ผู ้รับมอบอานาจ
Three million and fifity thousand baht
กรณีชาระผ่านธนาคาร กรุณานาเอกสารฉบับนีไ
้ ปชาระเงินได ้ทีธ
่ นาคารทีร่ ะบุข ้างต ้นได ้ทุกสาขาทั่วประเทศ หรือผ่านช่องทางอิเล็กทรอนิกส์ของธนาคาร
Mr. David Right
088-8888885
่ ผู ้นาฝาก............................................................
ชือ
โทร.....................................................
้ หุน
สาหร ับจองซือ
้ สาม ัญเพิม
่ ทุน
ี ์ จาก ัด (มหาชน)
บริษ ัท โทรีเซนไทย เอเยนต์ซส
ใบนาฝากชาระเงินค่าสินค้าและบริการ (Bill Payment Pay-In Slip)
บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย)
RHB OSK Securities (Thailand) Public Company Limited
เลขประจาต ัวผูเ้ สียภาษี 0107547000796
โทร 02-862-9999 ต่อ 2008,9008
วันที่ (DATE)……...........................................
้ หุน
เพือ
่ เข้าบ ัญชี บมจ.หล ักทร ัพย์ อาร์เอชบี โอเอสเค (ประเทศไทย) เพือ
่ การจองซือ
้
สาขาผู ้รับฝาก (BRANCH)…............................
25/02/2558
Ref1. Please fill in shareholder registration
no. as shown in Certificate of Right to
Subsribe for Newly Issued Ordinary Shares in
Combination with Warrants
เลขทีเ่ ช็ ค/
CHEQUE NO.
เช็ ค / CHEQUE
2999999
จานวนเงินเป็นต ัวอ ักษร (บาท)
AMOUNT IN WORDS (BAHT)
Mr. David Right
Ref.1
เลขทะเบียนผู ้ถือหุ ้น./
เลขทีบ
่ ญ
ั ชี 049-3-14340-9
เงินสด / CASH
NAME
่ ลูกค ้า
ชือ
1
1
2
2
3
3
4
4
5
5
3
1
2
0
1
4
5
5
5
5
Registration No.
Ref.2
เลขบัตรประชาชนหรือ
เลขทีห
่ นั งสือเดินทาง /
ID or Passport Number
่ ธนาคาร (DRAWEE BANK) /
ชือ
สาขา(BRANCH)
Bank ABC
เช็ คลงว ันที่ /Date
จานวนเงิน / AMOUNT
25/2/2015
3,500,000
Three million and fifity thousand baht
5
Mr. David Right
088-8888885
5
สาหรับเจ ้าหน ้าทีธ
่ นาคาร
ผู ้รับเงิน
ผู ้รับมอบอานาจ
กรณีชาระผ่านธนาคาร กรุณานาเอกสารฉบับนีไ
้ ปชาระเงินได ้ทีธ
่ นาคารทีร่ ะบุข ้างต ้นได ้ทุกสาขาทั่วประเทศ หรือผ่านช่องทางอิเล็กทรอนิกส์ของธนาคาร
่ ผู ้นาฝาก............................................................ โทร.....................................................
ชือ
5
สาหร ับธนาคาร/
For Bank
ชุดแจ้งการชาระเงิน
บมจ. ธนาคารไทยพาณิชย์
Siam Commercial Bank
Siam commercial Bank
ธนาคารไทยพาณิชย์
1. At all branch counters
 Use this Pay-in slip only
 No cross zone cheque is allowed and only due date
cheque
1. ชาระที่เคาน์เตอร์ของธนาคารทุกสาขา
2. Pay at Siam Commercial Bank ATM*
 Select ‘อื่น ๆ / English’
2. ชาระผ่านเครื่องเอทีเอ็ม*










Select ‘English’
Please Select transaction ‘Bill Payment’
Select ‘Bill Payment’
Select ‘Other Payment’
Please select account – Current or Savings or Credit card
Please enter company account number or company code
from your invoice ‘xxxx’
Please enter customer number ‘xxxxxxxxxx‘
Please enter reference number ‘xxxxxxxxxx’ In case, no
reference number, press (0)
Please enter amount
Confirm your payment












กรุณาใช้ใบนาฝากชาระเงินใบนี้เท่านัน้
ไม่สามารถนาฝากเช็คเรียกเก็บข้ามเขต และเช็คต้องไม่ลงวันที่ลว่ งหน้า
เลือกรายการ ‘เติมเงิน/ชาระเงิน/บาร์โค๊ด’
เลือกรายการ ‘ชาระเงิน’
เลือกรายการ ‘ชาระเงินเข้าบริษัทอื่นๆ’
กรุณาเลือกบัญชีเดินสะพัด หรือ ออมทรัพย์ หรือ บัตรเครดิต
กรุณากดเลขที่บัญชีบริษัทที่ต้องการชาระ หรือ หมายเลข
COMP CODE ที่ปรากฏอยู่ในใบแจ้งหนี้ของท่าน ‘xxxx’
กรุณากดหมายเลขอ้างอิง ‘Customer No.’
กรุณากดหมายเลขอ้างอิง ‘Reference No.’ กรณีไม่มีให้กด 0
กรุณากดจานวนเงินที่ต้องการ
ตรวจสอบความถูกต้องบนหน้าจอ แล้วกดยืนยันการชาระเงิน
3. Pay via SCB Easy Phone at telephone number 02-777-7777*
 Press (9) for English
 Press (4) ‘Mobile Topup & Payment’
 Enter your ATM card number (16 digits)
 Enter your ATM pin (4 digits)
 Press (2) ‘Transfer money to pay for product and
services’
 Enter your Beneficiary’s account number ‘xxxx’ followed
by (#)
 Enter your Primary reference number from
‘Cust.No/Ref.No.1‘ followed by (#)
 Enter your Reference number from ‘Ref.No/Ref.No.2’
followed by (#). In case,no reference number, press (0)
followed by (#)
 Enter your payment amount followed by (#)
 Press (1) confirm your payment
3. ชาระผ่านบริการโทรศัพท์อัตโนมัติ SCB Easy Phone ที่หมายเลข 02-777-7777*
 กด (4) ‘ชาระเงินค่าสินค้าและบริการ เติมเงินโทรศัพท์มือถือ’
 กดเลขที่บตั ร ATM (16 หลัก)
 กดรหัส ATM (4 หลัก)
 กด (2) ‘ชาระเงินค่าสินค้าและบริการ’
 ระบุหมายเลข Comp Code ของบริษัท ‘xxxx’
 ระบุหมายเลข Customer Number ของท่านตาม ‘Cust. No/Ref.No.1’ ตาม
ด้วย (#)
 ระบุหมายเลข Reference Number ของท่านตาม ‘Ref. No/Ref.No.2’ ตาม
ด้วย(#) กรณีไม่มีให้กด 0 ตามด้วย (#)
 ระบุจานวนเงินที่ต้องการชาระตามด้วย (#)
 กด (1) ยืนยันการชาระเงิน
4. Pay via SCB Easy Net (www.scbeasy.com) */**
(To apply the service, please contact your account issuing branch)
 Enter your Login Name and Password, Click ‘Login’
 Select ‘Payment & e-Bill’ menu
 Select ‘Merchant / Utility’ for bill payment services
 Select ‘From Account’ for debit amount
 Select Biller Detail ‘company : xxxx’ or click to add a new
biller
 Enter your ‘Customer Name‘
 Enter your Customer no. from ‘Customer No/Ref.1‘
 Enter your Reference no. (Skip if no data)
 Enter your payment ‘amount‘
 Enter your ‘Payment date‘
 Click ‘Next‘
 Check your information and confirm by click ‘Confirm‘
4. ชาระผ่าน SCB Easy Net (www.scbeasy.com) */**
*For payment via ATM, SCB-Easy-Phone and SCB-Easy-Net, you must have an account with
the bank.
** For payment via SCB-Easy-Net, you have to register for new user.
* การชาระเงินผ่าน ATM, SCB Easy-Phone และ SCB Easy-Net ผู้ชาระเงิน ต้องมีบัญชีของธนาคาร
ไทยพาณิชย .** การชาระเงินผ่าน SCB Easy-net ผู้ชาระต้องสมัครลงทะเบียนผู้ใช้งาน


ใส่ Login Name และ Password คลิกที่ปุ่ม ‘Login’
เลือกเมนู‘ชาระเงินและ e-Bill’



เลือก ‘ค่าสินค้าและบริการ’
เลือก ‘บัญชีชาระเงิน’ ของท่านเพื่อหักบัญชี
เลือกบัญชีผู้ให้บริการ (Biller) ‘company : xxxx’ หากไม่พบต้องคลิก ที่ 'เพิ่มรายชื่อผู้รับ
ชาระ' แล้วทาการ Add ข้อมูลเพิ่ม
ระบุชื่อ-นามสกุลของท่าน (เป็นภาษาอังกฤษเท่านั้น)




ระบุหมายเลขลูกค้า(Customer No.) ของท่านตาม ‘Customer no/Ref.1’
ระบุหมายเลขอ้างอิง(Reference No.) ของท่านตาม ‘Ref. No/Ref.No.2’ (กรณีไม่มีข้อมูลไม่
ต้องกรอกข้อมูลใดๆ)
ระบุจานวนเงินทีต่ ้องการชาระ


ระบุวันที่หักบัญชี โดยสามารถชาระทันที หรือตั้งเวลาชาระล่วงหน้าก็ได .และ กดปุ่ม ‘Next’
ตรวจทานความถูกต้อง แล้วยืนยันโดยกดปุ่ม ‘Confirm’
-Translation-
"This English translation has been prepared solely for the convenience of foreign shareholders of
Thoresen Thai Agencies Public Company Limited and should not be relied upon as a definitive and
official document of the Company. The Thai version of this document is the definitive and official
document and shall prevail in all respects in the event of any inconsistency with the English
translation."
Enclosure 5
Notification of the Allotment and Subscription Documents for Newly Issued Ordinary Shares in
Combination with Warrants to Purchase Ordinary Shares of Thoresen Thai Agencies Public
Company Limited
Part 1 Information on the Allocation of Newly Issued Ordinary Shares in Combination with
Warrants
1. Name and Address of Listed Company
Name
Address
Thoresen Thai Agencies Public Company Limited (the “Company”)
26/26-27, Orakarn Bldg, 8th Floor, Soi Chidlom, Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330
2. Date and Number of the Board of Directors Meeting and Shareholders Meeting that
Approved the Allocation of Newly Issued Ordinary Shares in Combination with Warrants
to Purchase Ordinary Shares
Board of Directors Meeting
Annual General Meeting of Shareholders
dated 22 December 2014
No. 1/2015, dated 28 January 2015
3. Details of the Allocation of Newly Issued Ordinary Shares in Combination with Warrants to
Purchase Ordinary Shares of Thoresen Thai Agencies Public Company Limited No. 5
(“TTA-W5” or “Warrants”)
The Annual General Meeting of Shareholders No. 1/2015 held on 28 January 2015 passed a
resolution to approve the issuance and allocation of up to 520,470,459 newly issued ordinary
shares to be offered for sale to existing shareholders in proportion to their shareholding (Right
Offering) at the ratio of 15 existing ordinary shares to 6 newly issued ordinary shares in
combination with 2 units of Warrants (15:6:2). The offering price of newly issued ordinary share
is Baht 14.00 per share. The offering price for Warrants is Baht 0.00 per unit (free of charge).
The exercise price for Warrants is Baht 18.50 per share (except in case of adjustment of rights of
Warrants). Any fractions of such newly issued shares or Warrants resulting from the ratio
calculations shall be disregarded. Existing shareholders who exercise their right to subscribe for
the newly issued ordinary shares must exercise their right simultaneously and proportionately to
subscribe for Warrants. 9 February 2015 is determined to be the record date on which the existing
shareholders whose name are in the share register book shall be entitled to subscribe for the
newly issued shares and Warrants (Record Date). The share register book shall be closed on 10
February 2015 to collect shareholders names under Section 225 of the Securities and Exchange
Act B.E. 2535 (as amended). The subscription dates for the newly issued shares are from 25 to
27 February 2015 and 2 to 3 March 2015 (5 business days) from 9.00 – 16.00 hours. The terms
and conditions of the offering and allotment are as follows;
-1-
3.1 Newly Issued Ordinary Shares
Previous registered capital
(as of 28 January 2015)
:
Baht 1,544,105,835 at a par value of Baht 1.00 per share,
divided into 1,544,105,835 ordinary shares
Previous paid-up capital
(as of 28 January 2015)
:
Baht 1,301,176,148 at a par value of Baht 1.00 per share,
divided into 1,301,176,148 ordinary shares
The Board of Director meeting held on 22 December 2014 and the Annual General Meeting of
Shareholders No. 1/2015 held on 28 January 2015 resolved to approve the capital decrease,
capital increase and allocation of Right Offering shares as follows:
Decrease in registered
capital
:
Baht 6,642,035 at a par value of Baht 1.00 per share, divided
into 6,642,035 ordinary shares
Increase in registered capital
:
Baht 739,383,450 at a par value of Baht 1.00 per share,
divided into
- 520,470,459 ordinary shares newly issued for existing
shareholders
- 173,490,153 ordinary shares reserved for TTA-W5
- 29,367,109 ordinary shares reserved for TTA-W3
adjustment
- 16,055,729 ordinary shares reserved for TTA-W4
adjustment
New registered capital
:
Baht 2,276,847,250 at a par value of Baht 1.00 per share,
divided into 2,276,847,250 ordinary shares
New paid-up capital
(After the Right Offering)
:
Not exceeding Baht 1,821,646,607 at a par value of Baht 1.00
per share, divided into not exceeding 1,821,646,607 ordinary
shares
Subscription ratio
:
15 existing ordinary shares to 6 new ordinary shares
(Any fractions resulting from the ratio calculations shall be
disregarded)
Offering price per share
:
Baht 14.00 per share
Allocation method
:
To offer for sale to existing shareholders in proportion to their
shareholding (Right Offering) at the ratio of 15 existing
ordinary shares to 6 new ordinary shares in combination with
2 units of Warrants (15:6:2). Existing shareholders who
exercise their right to subscribe for the newly issued ordinary
shares must exercise their right simultaneously and
proportionately to subscribe for Warrants. They cannot
subscribe for either one of ordinary shares or Warrants. This
is applicable in cases of proportionate subscription,
undersubscription and oversubscription. For example,
assuming that a shareholder holds 150 existing shares, if such
shareholder exercises the right to subscribe for 60 newly
issued ordinary shares pursuant to his/her subscription
entitlement, he/she is entitled to subscribe for 20 units of
Warrants pursuant to his/her subscription entitlement.
However, if the shareholders wish to subscribe for new
ordinary shares which are less than their right or in excess of
their right of 60 shares, they must subscribe for units of
-2-
Warrants which are less than their right or in excess of their
right simultaneously and proportionately to their subscription
of ordinary shares. The fractions of newly issued shares and
Warrants resulting from the ratio calculations shall be
disregarded.
The shareholder who wishes to oversubscribe for the newly
issued ordinary shares in combination with Warrants shall
express his/her intention to oversubscribe at the same time
when the intention is expressed for the proportionate
subscription, and shall make the payment in the full amount
including the oversubscription amount. If the oversubscribing
shareholders do not receive the allotment of the intended
amount of newly issued ordinary shares and Warrants, the
Company will refund the subscription payment in the part of
shares that have not been allotted within 14 days from the last
date of the subscription period. (Please refer to the details of
Refund Method of Subscription Payment in clause 5.7).
Existing shareholders shall have the right to oversubscribe
based on the ratio specified above by indicating their
intention of oversubscription which shall be no more than 20
percent of existing ordinary shares held by them. The
fractions of newly issued ordinary shares resulting from the
ratio calculations shall be disregarded. In case that the
shareholders oversubscribe more than 20 percent of existing
ordinary shares held by them, the Company reserves the
rights to allocate the newly issued shares no more than 20
percent of their existing ordinary shares as specified above.
Existing
shareholders
may
oversubscribe
and
oversubscription shares may be allocated to such
oversubscribing shareholders only when there are shares left
after allocation to all shareholders who have subscribed to
shares proportionately to their shareholding percentage. Such
allocation of oversubscription shares shall be in proportionate
to their existing shareholding percentage of each
oversubscribing shareholder. Under no circumstances will the
Company allocate shares to any oversubscribing shareholders
in a manner which will result in such oversubscribing
shareholders holding shares in the Company in an amount
that reaches or crosses the tender offer requirement threshold
prescribed under the Notification of the Capital market
Supervisory Board No. Tor Chor 12/2554 re: criteria,
conditions and methods of takeover (the “Tor Chor 12/2554
Notification”), and in a manner which would result in a
breach in the Company’s foreign shareholding limit of 49
percent of total issued shares of the Company.
Any newly issued ordinary shares left after the allocation to
existing shareholders shall be allocated in a private placement
(the "Private Placement") pursuant to the definition given
under the Notification of Capital Market Supervisory Board
No. Tor Chor 28/2551 re: application for and permission of
offering of newly issued shares (as amended) (the
“Notification Tor Chor 28/2551”). If the Private Placement
-3-
subscriber(s) is a connected person of the Company under the
applicable notifications of the Capital Market Supervisory
Board and the Stock Exchange of Thailand, the Company
shall comply with the requirements specified under the
Notification of the Capital Market Supervisory Board
regarding the Entering into a Connected Transaction and the
Rule of the Board of Governors of the Stock Exchange of
Thailand regarding the disclosure of information and other
acts of listed companies concerning the connected transaction
(collectively, the “Connected Transaction Rules”). In the
event there remains any unsubscribed Warrants after the
Right Offering and Oversubscription allocation, the Company
shall cancel all of them.
The offering price for the Private Placement allocation after
the Right Offering and Oversubscription allocation shall not
be lower than 90 percent of market price determined in
accordance with the Notification of Office of Securities and
Exchange Commission No. Sor Chor 39/2551 re: calculation
of offering price and determination of market price for the
purpose of considering the offering of newly issued shares at
discount (as amended) (the "Notification Sor Chor
39/2551"). However, the Private Placement offering price will
not be lower than the Right Offering price at Baht 14.00 per
share. Private Placement shall mean specific group of
investors as defined under the Notification Tor Chor 28/2551.
3.2 Warrants
Number of
allocation
warrants
in :
Not exceeding 173,490,153 units
Subscription ratio
:
The Company will offer to sell 2 units of Warrants to existing
shareholders in combination with the proportionate
subscription for the newly issued ordinary shares at the ratio
of 15 existing ordinary shares to 6 newly issued ordinary
shares (15:6:2). The fractions of Warrants resulting from the
ratio calculations shall be disregarded.
Offering price per unit
:
Baht 0.00 per unit (free of charge)
Conversion ratio
:
1 unit of Warrants to 1 ordinary share (subject to change in
accordance with the condition on adjustment of rights of
Warrants)
Allocation method
:
Please refer to the details in clause 3.1 Newly Issued Ordinary
Share: Allocation Method.
4. Record Date to Determine the Name of Shareholders who Have the Rights to Subscribe for
Newly Issued Ordinary Shares in Combination with Warrants
The Company set 9 February 2015 as the Record Date to determine shareholders who are entitled
to subscribe for the newly issued ordinary shares in combination with the Warrants to purchase
the newly issued ordinary shares (Record Date). The share register book will be closed on 10
February 2015 to collect the names of the shareholders in accordance with Section 225 of the
Securities and Exchange Act B.E. 2535 (as amended).
-4-
5. Subscription and Payment Schedule of Newly Issued Ordinary Shares in combination with
Warrants
5.1 Subscription and Payment Period of Newly Issued Ordinary Shares in combination with
Warrants
From 25 to 27 February 2015 and 2 to 3 March 2015 (5 business days), from 9.00 – 16.00
hours (Lunch 12.30 – 13.30 hours)
5.2 Location for Subscription and Payment of Newly Issued Ordinary Shares in
combination with Warrants
Shareholders who wish to subscribe for the newly issued ordinary shares in combination
with Warrants may contact the subscription agent at the following contact details;
RHB OSK Securities (Thailand) Public Company Limited
Operations Department
10th Floor, Sathorn Square Office Tower,
98 North Sathorn Road, Silom, Bangrak, Bangkok, 10500
Tel. 0-2862-9917 and 0-2862-9999 ext. 2008
Fax. 0-2862-9915
5.3 Allotments of Right Offering Shares and Warrants
1) In case of proportionate subscription for newly issued ordinary shares in combination
with Warrants, or in the case of undersubscription:
The shareholder who expresses an intention to proportionately subscribe to the newly
issued ordinary shares in combination with Warrants, or to undersubscribe for the newly
issued ordinary shares in combination with Warrants will receive the allotment of all
new ordinary shares and Warrants subscribed for.
2) In case of oversubscription for newly issued ordinary shares in combination with
Warrants;
The shareholder who wishes to oversubscribe for the newly issued ordinary shares in
combination with Warrants shall express his/her intention to oversubscribe at the same
time when the intention is expressed for the proportionate subscription, and shall make
the payment in the full amount including the oversubscription amount. If the
oversubscribing shareholders do not receive the allotment of the intended amount of
newly issued ordinary shares and Warrants, the Company will refund the subscription
payment in the part of shares that have not been allotted within 14 days from the last
date of the subscription period. (Please refer to the details of Refund Method of
Subscription Payment in clause 5.7).
Existing shareholders shall have the right to oversubscribe based on the ratio specified
above by indicating their intention of oversubscription which shall be no more than 20
percent of existing ordinary shares held by them. The fractions of newly issued ordinary
shares resulting from the ratio calculations shall be disregarded. In the case that
shareholders oversubscribe more than 20 percent of existing shares held by them, the
Company reserves the rights to allocate the newly issued shares no more than 20 percent
of their existing shares as specified above.
In case, there are shares left after allocation to all shareholders who have subscribed to
shares proportionately to their shareholding percentage. The Executive Committee of the
Company is authorized to allocate the remaining newly issued shares to oversubscribing
-5-
shareholders in proportionate to their existing shareholding percentage of each
oversubscribing shareholder. Under no circumstances will the Company allocate shares
to any oversubscribing shareholders in a manner which will result in such
oversubscribing shareholders holding shares in the Company in an amount that reaches
or crosses the tender offer requirement threshold prescribed under the Notification of the
Capital market Supervisory Board No. Tor Chor 12/2554, and in a manner which would
result in a breach in the Company’s foreign shareholding limit of 49 percent of total
issued shares of the Company. The allocation procedures are as the follows:
a) If the number of the unsubscribed Right Offering shares and Warrants is greater than
the number of oversubscribed Right Offering shares and Warrants, all
oversubscribing shareholders (who have complied with the subscription conditions)
shall be allotted the full amount of Right Offering shares and Warrants that they
subscribe for.
b) If the number of the unsubscribed Right Offering shares and Warrants is less than or
equal to the number of oversubscribed Right Offering shares and Warrants, the
Company shall allocate the unsubscribed Right Offering shares and Warrants to
oversubscribing shareholders (who have complied with the subscription conditions)
in proportionate to their existing shareholding percentage of each oversubscribing
shareholder. The allocation shall continue until there remains no Right Offering
shares and Warrants left.
Example of the Allocation for Oversubscribed Portion
Remaining newly issued shares from proportionate subscription is 100 shares
Allocation of oversubscribed portion round 1:
Oversubscription
Allotment for
Oversubscription
Round 1
Actual
Allotment
from Round 1
60.0
14.0
60/260x100 = 23.1
14.0
Number of
Remaining
Oversubscribed
shares
0.0
200.0
80.0
40.0
80/260x100 = 30.8
30.0
10.0
Shareholder C
300.0
120.0
55.0
120/260x100 = 46.2
46.0
9.0
Total
650.0
260.0
109.0
90.0
19.0
Number of Share Subscription
No. of
Existing
Shareholding
Proportionate
Subscription
Shareholder A
150.0
Shareholder B
Shareholders
Number of shares left from allotment round 1
10.0
In the first round, the number of shares that Shareholder A entitled is 23.1 shares;
however he wishes to subscribe for only 14.0 shares. Therefore, he will be allotted for
14.0 shares. The number of shares that shareholder B entitled is 30.8 shares. The fraction
of 0.8 will be disregarded. Therefore the actual allotted amount for shareholder B will be
30.0 shares. Whereas the number of shares that Shareholder C entitled is 46.2 shares. The
fraction of 0.2 will be disregarded. Therefore the actual allotted amount for Shareholder
C will be 46.0 shares. As a result, the number of remaining shares from the first round is
10.0 shares which will be re-allotted in the next round since Shareholder B and
Shareholder C still have oversubscribed shares that have not been allotted for 10.0 shares
and 9.0 shares, respectively.
-6-
Allocation of oversubscribed portion round 2:
Oversubscription
Allotment for
Oversubscription
Round 2
Actual
Allotment from
Round 2
80.0
40.0
80/200x10 = 4.0
4.0
Number of
Remaining
Oversubscribed
shares
6.0
300.0
120.0
50.0
120/200x10 = 6.0
6.0
3.0
500.0
200.0
90.0
10.0
9.0
Number of Share Subscription
No. of
Existing
Shareholding
Proportionate
Subscription
Shareholder B
200.0
Shareholder C
Total
Shareholders
Number of shares left from allotment round 2
0.0
In the second round, the number of shares that shareholder B entitled is 4.0 shares,
whereas the number of shares that shareholder C entitled is 6.0 shares. From this round,
there remains no share for further allotment anymore. On the contrary, if there are shares
left from the second round, then the allotment of remaining shares will continue until
there is no remaining share.
Summary of allotment for oversubscription portion
Shareholders
Shareholder A
Shareholder B
Shareholder C
Total
Allotment Result
Proportionate
Oversubscription
Subscription
60.0
14.0
80.0
34.0
120.0
52.0
260.0
100.0
In any instances that any shareholders fail to make payment for the subscription of the
newly issued shares within the specified subscription and payment period, or the
Company or the subscription agent cannot collect the subscription payment for any
reasons both in whole or in partial amount which is not the Company and/or subscription
agent’s faults, within the subscription and payment period, or the subscribers
incompletely and unclearly provide required details in subscription forms or
incompletely deliver required documents, or subscribe through methods other than stated
in this Notification of Right to Subscribe for Right Offering Ordinary Shares in
Combination with Warrants to Purchase Ordinary Shares, the Company or subscription
agent shall deem that such shareholder waive his/her right in this subscription and
reserve the rights not to allot such newly issued shares in combination with Warrants to
the said shareholder.
The Company and/or subscription agent reserves the rights to make any adjustments on
the details of payment method, subscription conditions, or other related information
regarding share subscription method in accordance with the resolutions from unexpected
inconvenience occurred during the operation and process of share subscription, for the
ultimate benefit of the subscription for the Company’s securities.
5.4 Renouncement of Subscription Right
If shareholders do not exercise their subscription right, or do not exercise their right within
the specified period, or do not make payment of subscription price within the specified
period, or if the Company is unable to collect the payment within the specified period, the
-7-
Company shall deem that such shareholders renounce their subscription right for newly
issued ordinary shares and Warrants.
5.5 Required Subscription Documents
Shareholders who intend to subscribe for the newly issued ordinary shares in combination
with Warrants must clearly and correctly complete and sign the Subscription Form for the
Newly Issued Ordinary Shares in Combination with Warrants. Shareholders shall indicate
the number of shares that they wish to subscribe for, and make full payment at once for their
subscription according to the number of shares to be subscribed for by the payment
procedures and the payment channels determined by the Company (prescribed in topic 5.6).
The subscribers shall submit the subscription documents to the subscription location.
Shareholders whose shares are kept in scripless system can contact securities companies
with which the shareholders have a securities trading account and the Company’s ordinary
shares are deposited. These securities companies will then collect and submit relevant
documents to RHB OSK Securities (Thailand) Public Company Limited, the Company’s
subscription agent, at the subscription location.
Subscribers for the newly issued ordinary shares in combination with Warrants must submit
the following supporting documents:
1)
Subscription Form for the Newly Issued Ordinary Shares in Combination with
Warrants, which has been correctly, completely and clearly filled out. The shareholders
may only submit one Subscription Form for the Newly Issued Ordinary Shares per one
Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with
Warrants;
2)
Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination with
Warrants (which is the Share Subscription Notice issued by Thailand Securities
Depository Company Limited as a securities registrar of the Company);
3)
Required Identification Documents ;
• Thai Individual: A certified true copy of personal identification card or identification
card of government officer or identification card of state enterprise officer which is
not expired (enclosed with a certified true copy of house registration in case of
identification card of government officer or identification card of state enterprise
officer)
In the case of change of first name/last name, which causes the name of shareholders
to be different from that in the share register book as of 10 February 2015 or in the
Certificate of Right to Subscribe for Newly Issued Ordinary Shares in combination
with Warrants, a certified true copy of the official document evidencing the change
of first name/last name shall be enclosed.
• Foreign Individual: A certified true copy of alien certificate or valid passport.
• Juristic Person Incorporated in Thailand: A copy of the affidavit issued by the
Ministry of Commerce for not more than 6 months, certified by the authorized
director(s) and affixed with the seal of such juristic person (if any) together with a
certified true copy of identification card, identification card of government officer,
identification card of state enterprise officer, alien certificate or valid passport (as
the case may be) of such authorized director(s) of the juristic person.
• Juristic Person Incorporated Outside of Thailand A copy of the certificate of
incorporation or corporate affidavit issued for not more than 6 months by the
-8-
relevant agency of the country where such juristic person is domiciled, enclosed
with a certified true copy of identification card, identification card of government
officer, identification card of state enterprise officer, alien certificate or valid
passport (as the case may be) of the authorized director(s) of such juristic person.
Each of above documents must be notarized by a Notary Public or authenticated by
the Thai Embassy or the Thai Consulate in the country where the documents were
prepared or certified.
4)
Payment Documents for the Subscription for Newly Issued Ordinary Shares in
combination with Warrants;
Shareholders may choose the following subscription payment methods and enclose the
payment documents as follows:
•
In case of personal cheque, cashier cheque or bank draft via RHB OSK
Securities (Thailand) PCL.
Personal cheque or cashier cheque or bank draft shall be crossed “A/C Payee
Only” and made payable to “RHB OSK Securities (Thailand) PCL. for Shares
Subscription” which shall be dated the same as the subscription date but no later
than 27 February 2015 along with completely filled in Bill Payment Pay-in Slip
Form attached in this package (Enclosure 2)
•
In case of cash/ personal cheque/ cashier cheque/ bank draft electronic money
transfer via Bill Payment service of Siam Commercial Bank PCL.
Please attach an evidence of payment via Bill Payment service of Siam
Commercial Bank PCL.
5)
In case of Bill Payment by cash, cheque, cashier cheque or bank draft at
Siam Commercial Bank counter, please attach the original Bill Payment
Pay-in slip (for customer part) (Enclosure 2)
In case of Bill Payment by Electronic money transfer; only for
subscribers who have SCB bank accounts.
- Please attach the original ATM slip for Bill Payment via Siam
Commercial Bank ATM, or
- Please attach printed Bill Payment confirmation for Bill Payment via
SCB Easy Net (www.scbeasy.com) or SCB Easy Phone at 02-7777777.
A power of attorney affixed with Baht 30 stamp duty (in the case of appointment of
proxy) together with certified true copies of valid identification cards of the grantor and
his/her proxy.
5.6 Subscription and Payment Method
The subscription and the payment of subscription for the newly issued ordinary shares in
combination with Warrants can be made by either of the following methods.
The Company’s subscription agent shall not accept
The subscription payment by cheque, cashier cheque or bank draft through
registered mail.
The submission of the subscription documents through registered mail.
The subscription payment by cash (not through the Bill Payment).
Note: The Company’s subscription agent reserves the right to accept the subscription by
other means which deem appropriate.
-9-
5.6.1 In case of cheque, cashier cheque or bank draft via RHB OSK Securities
(Thailand) PCL.
(1) Please contact RHB OSK Securities (Thailand) Public Company Limited, the
Company’s subscription agent to submit the subscription documents as listed in
clause 5.5 together with personal cheque, cashier cheque or bank draft which is
crossed “A/C Payee Only” payable to “RHB OSK Securities (Thailand) PCL.
for Shares Subscription”, which shall be collectible only by the clearing house
in Bangkok. Such personal cheque, cashier cheque or bank draft shall be dated
the same day as the subscription date but no later than 27 February 2015.
(2) Each subscriber shall submit only one personal cheque or cashier cheque or
bank draft per one Subscription Form for the Newly Issued Ordinary Shares in
Combination with Warrants in all case of proportionate subscription,
undersubscription and oversubscription.
(3) Please specify subscriber’s name, surname and contact number at the back of
such cheques or draft.
(4) Please attach Bill Payment Pay-in slip per Enclosure 2 and please
completely fill in the form
(5) The subscription period in case of payment made by personal cheque, cashier
cheque or bank draft is as follows:
From 25 to 27 February 2015, from 9.00-16.00 hours
(Lunch 12.30 – 13.30 hours)
5.6.2 In case of Cash/Electronic money transfer via Bill payment service of Siam
Commercial Bank PCL.
(1) Please make cash payment or Electronic money transfer via Bill payment service
of Siam Commercial Bank PCL. (Only by Bill payment is allowed, does not
include regular deposit or money transfer). Please completely fill in the Bill
Payment Pay-in slip form per Enclosure 2 and the example how to fill in the Bill
Payment Pay-in slip can be found in Enclosure 3
(2) In case of cash payment, the subscribers shall make a payment at all SCB branch
counters. For the subscribers having SCB bank account, there are alternatives for
subscribers to make a bill payment via electronic money transfer via SCB ATM
or SCB-Easy-Net (www.scbeasy.com) or SCB-Easy-Phone 02-777-7777. The
payment instruction can be found in Enclosure 3.
(3) Only Bill Payment Pay-in slip per one subscription form in all case of
proportionate subscription, undersubscription and oversubscription.
(4) Please specify contact number in the Bill Payment Pay-in slip.
(5) Please submit the subscription documents as listed in clause 5.5 along with an
evidence of payment to RHB OSK Securities (Thailand) Public Company
Limited, the Company’s subscription agent.
(6) The subscription period in case of payment made by Electronic money transfer via
Bill payment service of Siam Commercial Bank PCL. is
From 25 to 27 February 2015 and 2 to 3 March 2015
from 9.00 – 16.00 hours. (Lunch 12.30 – 13.30 hours)
5.6.3 In case of cheque, cashier cheque or bank draft via Bill payment service of Siam
Commercial Bank PCL.
(1) Please prepare Cheque, cashier cheque or bank draft which is crossed “A/C
Payee Only” payable to “RHB OSK Securities (Thailand) PCL. for Shares
Subscription”, which shall be collectible only by the clearing house in
Bangkok. Such cheque, cashier cheque or bank draft shall be dated the same day
-10-
(2)
(3)
(4)
(5)
as the subscription date but no later than 27 February 2015 along with
completely fill in the Bill Payment Pay-in slip form per Enclosure 2 and the
example how to fill in the Bill Payment Pay-in slip can be found in Enclosure 3.
The payment shall be made via Bill Payment service at all SCB branch counters
from 25 February 2015 to 27 February 2015 by 14.00 hours
Only Bill Payment Pay-in slip per one subscription form in all case of
proportionate subscription, undersubscription and oversubscription.
Please specify contact number in the Bill Payment Pay-in slip.
Please submit the subscription documents as listed in clause 5.5 along with an
evidence of payment to RHB OSK Securities (Thailand) Public Company
Limited, the Company’s subscription agent.
The subscription period in case of payment made by cheque, cashier cheque or
bank draft via Bill Payment service of Siam Commercial Bank PCL. is
From 25 to 27 February 2015 from 9.00 – 16.00 hours.
(Lunch 12.30 – 13.30 hours)
The subscribers will not be charged for the Bill Payment fee for the payment prescribed in
Topic 5.6.2 and 5.6.3
In the case where the subscription agent does not receive the correct and complete
subscription documents before 16.00 hours on 3 March 2015, the Company has the right to
consider that such shareholder renounces his/her subscription right, and shall reserve the
rights not to allot newly issued ordinary shares to such shareholder.
5.7 Refund Method of Subscription Payment
In the case that the shareholders who have expressed their intension to oversubscribe for the
newly issued ordinary shares in combination with Warrants and who have made the payment
in the full amount for both the proportionate subscription and for the oversubscription, do
not receive the allocation of the newly issued ordinary shares in combination with Warrants
for the number that that have been oversubscribed for, or in the case that the shareholders do
not receive the allocation of the newly issued ordinary shares in combination with Warrants
as a result of non-compliance with any subscription conditions indicated in this Notification
of the Allotment and Subscription Document for Newly Issued Ordinary Shares in
Combination with Warrants, RHB OSK Securities (Thailand) Public Company Limited, the
Company’s subscription agent, will refund the subscription payment, without interest via
money transfer to the bank account or via a crossed cheque payable to the subscriber. The
cheque will be delivered to such subscriber by registered mail within 14 days starting from
the last date of the subscription period (3 March 2015).
5.8 Methods of Delivering Securities to Shareholders
The subscriber may ask the Company to implement either way of securities delivery as
follow:
1)
In the case that the subscribers wish to receive the securities certificate (Script) in the
name of that subscriber, Thailand Securities Depository Company Limited (“TSD”), a
registrar of the Company will deliver the securities certificate in the number of allotted
-11-
securities to the subscriber by registered mail at the address as appeared in the register
book within 15 business days starting from the last date of the subscription period. In
such a case, the subscriber cannot sell the allotted securities on the Stock Exchange of
Thailand (“SET”) until the subscribers have received the securities certificate which
might be after securities of the Company can be traded on the SET.
2)
In the case that the subscribers do not wish to receive the securities certificate, but wish
to employ TSD service although no account has been opened with TSD (i.e. subscribers
would like to deposit the allotted securities with TSD under Thoresen Thai Agencies
Public Company Limited’s account - account membership number 600), the Company
shall deposit the allotted securities with TSD which shall record those shares under
Thoresen Thai Agencies Public Company Limited’s account - account membership
number 600 within 15 business days starting from the last date of the subscription
period and issue confirmation of share deposit to the subscriber within 15 business days
starting from the last date of the subscription period. When subscribers who have
securities allotted to them would like to sell, they must withdraw those shares from the
account membership number 600 by requesting the securities companies to process the
withdrawal of securities. This withdrawal process may incur handling fees to be
determined by the TSD and/or such securities companies. The subscribers who have
securities allotted to them and who have already withdrawn securities from account
number 600 may immediately start trading the allotted securities once securities of the
Company can be traded on the SET.
3)
In the case that the subscribers do not wish to receive the securities certificate
(Scripless), but wish to employ TSD service given that an account has already been
opened with TSD (i.e., the subscribers would like to deposit the allotted securities in
their trading account), the Company shall deposit allotted securities under the name of
“Thailand Securities Depository Company Limited for Depositor”. TSD shall record the
ordinary shares deposited with TSD and shall issue a confirmation of securities deposit
to the relevant subscribers within 15 business days from the last date of the subscription
period. At the same time, the securities companies shall record the allotted shares that
are deposited for the subscribers. Subscribers who have securities allotted to them may
immediately start trading the allotted securities once securities of the Company can be
traded on the SET.
In the case that the subscribers choose to proceed with clause 5.8 (3), the name of the
subscriber in the Subscription Form for the Newly Issued Ordinary Shares in
Combination with Warrants must be the same with that of the assigned trading account
for the securities deposit in the securities company. Otherwise, the Company reserves
the right to deliver those shares issued under the name of “Thailand Securities
Depository Company Limited for Depositor” and deposit them with TSD under
Thoresen Thai Agencies Public Company Limited’s account - account membership
number 600. Subscribers who have securities allotted to them and who have already
withdrawn those shares from the account membership number 600 may sell the
securities on the SET once securities of the Company can be traded on the SET. The
securities withdrawal may be subject to the handling fees to be determined by TSD
and/or the securities companies.
Shareholders subscribing to securities must correctly specify a code number of the
securities company (as listed on the back of the Subscription Form for the Newly Issued
Ordinary Share in Combination with Warrants) with which the shareholder has the
securities trading account and the securities trading account number, to which the
shareholder wants the allotted securities to be transferred. In the case of incorrect code
number or securities trading account number, which may cause an inability to transfer
the subscribed securities to the securities trading account, the Company will not be
responsible for any loss or delay in tracing back the securities.
-12-
4)
In the case that the shareholder provides incomplete required details, the Company
reserves the right to issue securities in the name of “Thailand Securities Depository
Company Limited for Depositor” and deposit those securities with TSD under Thoresen
Thai Agencies Public Company Limited’s account - account membership number 600.
The subscribers who have securities allotted to them and who have already withdrawn
securities from account number 600 may immediately start trading the allotted
securities once securities of the Company can be traded on the SET. The share
withdrawal may be subject to the handling fees to be determined by TSD and/or the
securities companies.
In the case that the subscriber does not indicate any of the above options in the Subscription
Form for the Newly Issued Ordinary Share in Combination with Warrants, the Company
reserves the right to deposit those securities with the issuers’ account membership number
600 pursuant to clause 5.8 (2) for the subscriber.
5.9 Other Important Information
If the number of newly issued ordinary shares indicated in the Subscription form For the
Newly Issued Ordinary Shares in combination with Warrants is in inconsistent with the
payment received by the Company, the Company reserves the rights to consider that the
shareholder intends to subscribe for the number of the shares according to the amount
received.
6
Objectives of Capital Increase and Use of Proceeds from the Capital Increase
The Company plans to use the proceeds from the capital increase from the rights issue (the
“Proceeds”) as follows:
1) To apply approximately 70% - 80% of the Proceeds for potential investments to expand
the core businesses of the Company or other businesses which relate, to the Company’s
core businesses, and for acquisitions of, or investments in, new businesses (including
potential assets), including increase of our investment in, or loans to, our subsidiaries
and/or affiliated companies; and
2) To apply approximately 20% - 30% of the Proceeds for the repayment of outstanding
debts of the Company, including interests and relevant expenses thereof; for the general
operating expenses including working capital of the Company.
However, the proportion of the Proceeds pursuant to the use of Proceeds plan above may be
adjusted as appropriate, taking into account the economy situation and investment opportunities,
as the board of directors or the executive committee of the Company may deem appropriate.
7
Benefits from the Capital Increase/ Allotment of Newly Issued Shares in Combination with
Warrants
The capital increase will be strengthen the Company’s financial position and enhance the
Company’s ability to timely take advantage of the various growth opportunities which will benefit
the Company in the long term.
8
Shareholders Benefits from the Capital Increase/ Allotment of Newly Issued shares
8.1 Dividend policy
The Company has established a policy to distribute dividends of approximately 25 percent of
the consolidated net profits after taxes but excluding unrealised foreign exchange gains or
losses, subject to the Company’s investment plans and other relevant factors. The Board may
-13-
review and revise the dividend policy from time to time to reflect the Company's future
business plans, the needs for investment, and other factors, as the Board deems appropriate.
However, dividend distributions may not exceed the retained earnings reported in the
financial statements of the Company only.
8.2 Subscribers of new shares issued for this capital increase will be entitled to receive dividends
from the Company’s business operations starting when the aforesaid persons have been
registered as the shareholders of the Company.
8.3 Others
-None9
Other Details Necessary for Shareholders to Consider in Subscribing for the Newly Issued
Ordinary Shares in Combination with Warrants of the Company
Category of Warrants
:
Warrants to purchase ordinary shares of Thoresen Thai
Agencies Public Company Limited No. 5 (“TTA-W5”)
Type of Warrants
:
Name registered and transferable
Number of Warrants Offered
:
Not exceeding 173,490,153 units
Number of Underlying Shares :
for the Exercise of Warrants
Not exceeding 173,490,153 shares (par value of Baht 1.00
each)
Offering Price per Unit
:
Baht 0.00 (Zero Baht) (free of charge)
Conversion Ratio
:
1 unit of Warrants per 1 ordinary share (subject to change
in accordance with the conditions on adjustment of rights
of Warrants)
Term of Warrants
:
Not exceeding 4 years (48 months) from the initial
issuance date of Warrants
Offering Method
:
The Company will offer the Warrants together with Right
Offering shares to the existing shareholders whose names
are in the share register book on the record date fixed for
determining the shareholders entitled to subscribe for the
Right Offering Shares and the Warrants which is scheduled
on 9 February 2015. The share register book closing date
to collect shareholders names under section 225 of the
Securities and Exchange Act B.E. 2535 will be scheduled
on 10 February 2015.
In this regard, the Company will offer 2 Warrants to
existing shareholders in case that existing shareholders
subscribe for new Right Offering shares at the subscription
ratio of 15 existing shares to 6 new Right Offering shares.
Any fractions will be disregarded. Shareholders with
intention to subscribe for Right Offering shares either
lower or higher than their right in proportion to
shareholding, such shareholders will be eligible to
subscribe for Warrants as following examples:
Example of computation : Assuming a shareholder
-14-
currently holds 150 shares in the Company (for all
examples below)
1. If the shareholder subscribes for Right Offering shares
only in the amount according to his/her eligibility right
(he/she does not exercise the excess right):
• the shareholder is eligible to subscribe for 60 Right
Offering shares based on their right in proportion
to shareholding.
• In case that the shareholder intends to subscribe
such 60 Right Offering shares (based on the
subscription ratio of 15 existing shares to 6 new
Right Offering shares), the shareholder is eligible
for 20 units of Warrants.
2. If the shareholder subscribes for Right Offering shares
less than his/her eligibility right,
• the shareholder is eligible to subscribe for 60 Right
Offering shares based on their right in proportion
to shareholding.
• In case that the shareholder intends to subscribe
only 45 Right Offering shares, the shareholder is
eligible for 15 units of Warrants.
3. If the shareholder subscribes for Right Offering shares
greater than his/her eligibility right by exercising
his/her excess right of 20 percent of the original
shareholding,
• the shareholder is eligible to subscribe for 60 Right
Offering shares based on their right in proportion
to shareholding.
• In case that the shareholder intends to subscribe 60
Right Offering shares based on his/her eligibility
right and subscribe for 30 Excess Right shares, in
total of 90 shares, the shareholder is eligible for 20
units of Warrants based on his/her eligibility right
and 10 units of Warrants based on his/her excess
right.
Shareholders must exercise their right in subscribing both
new ordinary shares and Warrants proportionately, i.e. 15
existing ordinary shares to 6 newly issued ordinary shares
in combination with 2 units of Warrants (15:6:2). They
cannot subscribe for either one of ordinary shares or
Warrants. This is applicable in cases of proportionate
subscription, undersubscription and oversubscription.
Details of warrant subscription and any other necessary
conditions shall be determined by the Executive
Committee or any person designated by the Executive
Committee or by the authorized directors.
Exercise Price
:
Baht 18.50 per share (subject to change in accordance with
the conditions on adjustment of rights of Warrants)
-15-
Exercise Period and Conditions
for Exercise
:
The Warrant holders can throughout the term of Warrants
exercise their Warrants on the last business day of every
quarter (March, June, September, and December) of each
calendar year. Exception is in case of the first exercise
where Warrant holders can exercise their Warrants on the
last business day of June 2015, i.e. 30 June 2015. The last
exercise date will be on the end of the term of Warrants,
i.e. 28 February 2019. If the last exercise date falls on a
holiday day, the last exercise date shall then be the
preceding business day prior to the last exercise date.
The Company will not close the register book for
suspension of the transfers of Warrants, except for the last
exercise, in which case the Company will close the register
book 21 days prior to the last exercise date and the SET
will post an “SP” sign (“Suspension”) for 3 business days
prior to the closing date of the register book; or except for
the closure of the register book to determine the Warrant
(TTA-W5) holders’ rights to attend the meeting of Warrant
holders.
Secondary Market for the
Warrants
Secondary Market for the
Ordinary Shares from the
Exercise of Warrants
Warrants Registrar
:
The Company shall apply to list the Warrants on the SET.
:
The Company shall apply to list the underlying shares in
the exercise of Warrants on the SET.
:
Thailand Securities Depository Co., Ltd.
-16-
Part 2 Information of Thoresen Thai Agencies Public Company Limited
1. Name and Address of Listed Company
Name
Address
2.
Thoresen Thai Agencies Public Company Limited (the “Company” or “TTA”)
26/26-27, Orakarn Building, 8th Floor, Soi Chidlom, Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330
Nature of Operation and Characteristics of Primary Business of the Company and its
Subsidiaries
The Company is a strategic investment holding company with three primary business groups,
comprising (1) transport business i.e., dry bulk shipping services, oil and LPG tinkering in the
Philippines, shipping agency services in Thailand and abroad countries and ship brokerage, (2) energy
business i.e., subsea engineering services, offshore drilling services and coal developments in the
Philippines and Indonesia, and (3) infrastructure business i.e., coal sizing and distribution in Thailand,
fertilizer production and distribution in Vietnam, ship supplies, logistics and stevedoring services, and
third-party logistics services.
2.1
Background
Thoresen Thai Agencies Public Company Limited was incorporated on 16 August 1983 and converted
into a public limited company on 15 December 1994. The Company currently on 9 February has the
registered capital at Baht 2,276,847,250 and paid-up capital at Baht 1,301,176,148.
Major changes and developments of the business operation in the past are as follows:
2014
• Thoresen Shipping Singapore Pte. Ltd. (“TSS”) acquired six dry bulk vessels.
• Premo Shipping Plc., which TTA holds 99.9 percent shares, was incorporated from the
amalgamation of 45 dormant subsidiaries in dry bulk business unit in order to increase efficiency
of dry bulk business operations for better revenue generation and cost management.
• TTA established Thoresen Shipping South Africa (PTY) Ltd. (“TSSA”) as a sale and marketing
office in South Africa to service customers in Europe and South Africa.
• PM Thoresen Asia Holdings Plc. (“PMTA”) was incorporate on 7 June 2013, which TTA holds 99
percent shares, was converted into a public limited company on 4 February 2014. PMTA is a
holding company, investing 100 percent of shares in Baconco Co., Ltd. (“Baconco”).
• TTA sold off an investment in PT Perusahaan Pelayaran Equinox (“Equinox”), which TTA held
49.0 percent shares on 29 January 2014.
• The subsidiaries of Mermaid Maritime Public Company Limited (“Mermaid”) which are MTR-3
(Singapore) Pte. Ltd. MTR-4 (Singapore) Pte. Ltd. and Mermaid Offshore Services Pte. Ltd. had
entered into agreements with China Merchants Industry Holdings Co., Ltd. to build 2 tender rigs
and 1 dive support vessel.
• TTA raised Baht 4,174 million by way of a rights issue in combination with warrants to purchase
ordinary shares of TTA (TTA-W4) to pursue its business growth.
2013
• TSS acquired three dry bulk vessels, one second-hand and two new build vessels. Asia Offshore
Drilling Limited (“AOD”) took delivery of three new build jack-up rigs.
• TTA established Thoresen Shipping Denmark APS as a commercial office based in Copenhagen,
Denmark to serve its European client base.
• TTA raised Baht 3,964 million by way of a rights issue in combination with warrants to purchase
ordinary shares of TTA (TTA-W3) to pursue its business growth.
• Mermaid raised SGD 175.78 million by way of a rights issue to pursue its business growth.
• The total owned fleet as of 30 September 2013 consisted of eighteen dry bulk vessels, eight
offshore vessels, two tender drilling rigs, and three jack-up rigs (33.76% owned by Mermaid).
-17-
Additionally, approximately thirteen full-time equivalent dry bulk vessels were chartered in order
to meet client demand during the year.
2012
• TTA acquired one second-hand dry bulk vessel. The business restructuring of dry bulk shipping
was completed as eight Thai flagged vessels were transferred to TSS
• TTA’s convertible bonds matured on 24 September 2012.
2011
• Soleado Holdings Pte. Ltd. (“Soleado”) acquired a 20 percent stake in Baria Serece as part of its
strategy to create an integrated logistics business in Vietnam.
• TTA acquired three dry bulk vessels, two in the second-hand market and one new build vessel.
• Soleado acquired an additional 1.166 percent ownership in Petrolift Inc. (“Petrolift”) to have 40.0
percent ownership.
• Soleado acquired 33.33 percent of Qing Mei Pte. Ltd. (“Qing Mei”) to develop a new coal-mining
project in Indonesia.
• AOD, a 33.76% associate company of Mermaid, raised USD 180 million from the international
capital markets and signed contracts to build 3 jack-up rigs worth USD 538 million with Singapore
Keppel FELS Limited (“Keppel FELS”).
2010
• TTA acquired a 38.83 percent stake in Petrolift, a petroleum tanker company in the Philippines.
• Mermaid acquired a 100 percent stake in Subtech Ltd. in Seychelles to expand its subsea
engineering services in the Middle East.
• TTA issued unsubordinated and unsecured domestic Debentures, with the name of bearer of Baht
4.0 billion to refinance existing loans with commercial banks and to increase working capital.
• TTA redeemed the convertible bonds No. 1 in an amount of USD 34.30 million. The total
outstanding principal amount of the convertible bonds as of 30 September 2010 was at USD 68.60
million.
• TTA acquired four dry bulk vessels, three in the second-hand market and one new build vessel.
Mermaid acquired one second-hand and three new build subsea vessels.
2009
• TTA established Soleado as an investment holding company for projects, assets, or companies
outside of Thailand.
• TTA acquired an 89.55 percent stake in Unique Mining Services Public Company Limited
(“UMS”), a coal logistics company in Thailand, as part of its strategy to create an integrated coal
business.
• Soleado acquired a 100 percent stake in Baconco, a fertilizer company in Vietnam. Soleado
acquired a 21.18 percent stake in Merton Group (Cyprus) Ltd., which is a coal mining joint venture
in the Philippines.
• Mermaid raised SGD 156 million by way of a rights issue to pursue its business growth.
2.2
Company Background
Thoresen Thai Agencies Public Company Limited (“TTA” or the “Company”) is a strategic
investment holding company, currently a member of the Stock Exchange of Thailand - SET 100 with
a portfolio of businesses across three primary groups - Transport, Energy, and Infrastructure. TTA has
grown significantly from a shipping-related services company found by the Norwegian in 1904 to a
diversified group of companies and subsidiaries that operate internationally. TTA invests in and
operates various businesses in the transport, energy, and infrastructure sectors. TTA has four core
business units - Thoresen Shipping Singapore Pte. Ltd. (“Thoresen Shipping” or “TSS”) (Transport
Group), Mermaid Maritime Public Company Limited (“Mermaid”) (Energy Group), Baconco Co.,
Ltd. (“Baconco”) (Infrastructure Group), and Unique Mining Services Public Company Limited
(“UMS”) (Infrastructure Group). A summary of the various businesses follows:
-18-
TTA began to provide dry-bulk shipping services in 1985. Ten years later the Company floated on the
Stock Exchange of Thailand and expanded the scope of its business to offshore oil and gas services
via Mermaid Maritimes Public Company Limited (“Mermaid”) acquisition. Mermaid was then also
successfully listed on the Singapore stock Exchange (“the SGX”) in 2007, raising SGD 246 million to
facilitate further growth.
In order to provide shareholders with additional growth, and more importantly to moderate the
cyclical nature of two of the Group’s largest businesses, TTA next sought to diversify and shift its
focus to becoming a diversified investment holding company. Since then numerous sound investments
have been made to soften the impact of industry down cycles experienced by certain businesses.
Investments forming part of the business expansion included the formation of TTA’s infrastructure
business through the acquisition of a large stake in Unique Mining Services Public Company Limited
(“UMS”) and Merton Group (Cyprus) Ltd. (with operations in the Philippines, coal logistics
companies, as well as Qing Mei Pte. Ltd. to develop a new coal-mining project in Indonesia.
The infrastructure business was strengthened with the acquisition of Baconco Co., Ltd., a fertilizer
company in Vietnam. Later, Baria Serece was acquired as part of a strategy to create an integrated
logistics business in Vietnam.
In 2011, the business went through some fundamental changes, laying the foundations and building a
platform for growth. A change in the shareholding structure was led by the Mahagitsiri family who
foresaw an opportunity to turnaround TTA’s business after it had been facing some challenges, and
became a major shareholder of TTA.
Building upon this, additional funding was raised in 2013, through a rights issue which raised THB
3,965 million, paving the way for the renewal of its dry bulk and offshore drilling fleets. Following
this, Mermaid raised a further SGD 176 million through a rights issue and private placement, in order
to accelerate the renewal of its drilling fleet.
In order to continue the fleet renewal and deliver the efficiencies required in the shipping business and
to facilitate further strategic investments in the TTA investment group portfolio, a further THB 4,174
million was raised in 2014.
Most recently, in late 2014, TTA entered the food and beverage sector through the acquisition of a 9%
stake in Sino Grandness Food Industry Group Limited (“Sino Grandness”), a Chinese company listed
on the Singapore stock exchange.
These strategic moves and investments have helped TTA successfully evolve into a strategic
investment holding company with a diverse geographical and industrial footprint.
Business Overview
As a strategic investment holding company, TTA’s economic and financial performance ultimately
depends on its ability to prudently and efficiently manage its investments and businesses through
different industry cycles, using a conservative financial approach.
TTA’s Investment Strategy
TTA intends to achieve balanced and consistent growth of our existing investment portfolio in three
business groups, which are all capital-intensive sectors including transport, energy, and infrastructure,
by seeking and evaluating strategic opportunities that meet or exceed its targeted long-term returns on
capital.
As a strategic investment holding company, TTA is continually looking for long-term investment
opportunities in any companies with capable managers, strong cash flows, prominent positions in their
-19-
industries, and a robust track record and potential for growth to have a good mix of assets to ensure
sustainable profitability to yield good return to shareholders.
Key Development
2011-2013: Laying the foundations
In late 2011, the Mahagitsiri family became a major shareholder of TTA with the intention of turning
the enterprise around from a difficult period. The following year, in 2012, the company underwent a
fundamental shift and restructuring that strengthened control and brought a renewed focus on creating
shareholder value – it was a year of restructuring and transition. At the same time, 2012 presented
industry down cycles in the dry bulk business with the lowest global freight rate environment in 25
years. In light of this and the Group’s commitment to financial transparency, TTA conducted a
reassessment and announced a number of impairments and write-downs to reflect a realistic view of
the fair value of its assets in relation to its shipping fleet and the value of goods in UMS. TTA also
restructured its dry bulk shipping business, transferring all dry bulk vessels to Thoresen Shipping
Singapore Pte. Ltd. in order to benefit from tax efficiencies and improved management.
2013 was a year of contrast. Challenges continued to present themselves and the Company was forced
to take further significant impairments and extraordinary write-downs due to the ongoing
unfavourable economic environment and operating issues in certain business. In contrast, however,
there were significant achievements. Major new contracts were secured in the oil & gas services sector
which contributed very significantly to net income. The Company also strengthened its financing
capabilities through a capital increase, enabling further investments in both the dry bulk shipping and
off-shore services businesses. In addition, beyond the operating performance improvements, the
Company also announced leadership succession plan with a smooth transition, avoiding unnecessary
interruption to the business.
2014: A company reborn
The 2014 financial year saw the emergence of a revitalized Company. The significant strategic
initiatives undertaken in 2014, have put TTA on a new platform and have set a new trajectory for
future growth.
A management team with a new set of priorities
The year began with the appointment of Mr. Chalermchai Mahagitsiri as the Company’s new
President & CEO and Mr. Krailuck Asawachatroj as the new CFO. The new management team has
sought to reinforce TTA’s strong business fundamentals with prudent financial management, a
refreshed vision and mission to inspire and unify the teams across all of the businesses and revitalized
strategies. While continuing to seek to strengthen and build upon the net profit drivers, namely
Thoresen Shipping, Mermaid and Baconco, the new team has also demonstrated a clear goal of further
diversification.
Financial strength
2014 was a year of positive financial performance for TTA, with improvements across the entire
portfolio, with a number of businesses delivering record levels of growth and profitability. The
company announced a 2014 financial year profit of THB 1,015 million. This represented the
company’s best result since 2009. The Company also successfully raised THB 4,174 million from a
right issue as part of its capital increase plan. The oversubscribed offering paved the way for fleet
renewal investments in the dry bulk and offshore drilling businesses.
New vision and mission
With so much change and the rapid pace at which progress is being made, having a clear direction is
crucial. The management team spent time in 2014 to redefine TTA’s vision, mission, and values to
-20-
reflect the emergence of what can be considered a new, revitalized company. These core DNA
components are well-aligned with TTA’s five-year roadmap.
Revitalized strategies
Organic
Transport
Thoresen Shipping expanded its capacity to more than 1.2 million deadweight tonnes, acquiring six
second hand Supramax dry bulk vessels. The Company also further expanded its global network
through the opening of a new office in Cape Town, following the launch of its first Europe-based
office in 2013, in Copenhagen. The larger fleet and geographical footprint strengthens the Company’s
ability to meet the needs of its growing customer base.
Thoresen Shipping’s strategy of acquiring second hand vessels rather than new ones falls in line with
the Group’s honed focus on delivering shareholder value, as they are immediately operational and
revenue generating.
Further to this, as part of the Company’s ongoing drive for efficiency, TTA announced the
amalgamation of 45 dormant shipping companies reducing unnecessary administrative expenses and
associated costs, as well as improving fund mobilization.
Energy
As part of its commitment to enhancing its offshore oil and gas support services capabilities and
capacity, Mermaid made investments to expand the size of its fleet of rigs and vessels. The company
entered into agreements to build two new tender rigs and one new dive support vessel with China
Merchants Industry Holdings Co., Ltd. for an aggregate sum of USD 436 million. Delivery of the new
tender rigs is expected in the first and second quarter of 2016 respectively while the delivery of the
new build DSV will be in the third quarter of 2016.
Infrastructure
The Company’s announcement regarding plans to list PM Thoresen Asia Holdings Plc. (“PMTA”) on
the Stock Exchange of Thailand reflects the increasing market value Baconco has been building and
the need to facilitate acceleration in growth through access to a strategic financial platform.
Inorganic
New strategic sector expansion
One of the most important announcements of the year was TTA’s decision to enter China’s fastgrowing food and beverage sector by announcing a strategic investment to acquire 9% of Sino
Grandness Food Industry Group Limited, a Singapore-listed canned food and fruit beverage producer
and distributor in China. Although the deal is subject to approval by the regulator, upon completion,
TTA will become the second largest shareholder with one seat on Sino Grandness’ Board.
The investment is well aligned with the Company’s strategy to seek diverse and high-potential growth
opportunities in healthy and profitable businesses. It also adds another business engine to the Group’s
existing portfolio of dry bulk shipping, energy, and infrastructure businesses.
Momentum for 2015 and beyond
The foundations put in place in 2012 and 2013, along with the investments and momentum that has
been generated in 2014 have truly set TTA on the trajectory it needs to be on to reach the Company’s
-21-
goal of becoming a leading investment group in Asia by 2020. The management team will continue to
build upon the achievements made so far and will remain focused on striving for improved
performance and enhancing shareholder value.
Business Operations
Group Transport
• Thoresen Shipping Singapore Pte. Ltd. (100%)
Dry bulk shipping services
Group Energy
• Mermaid Maritime Plc. (57.42%)
Subsea engineering and offshore drilling services
Group Infrastructure
• Baconco Co., Ltd. (100%)
Fertilizer producer & warehouse services in Vietnam
• Unique Mining Services Plc. (88.68%)
Coal logistic services in Thailand
Competitive Strength of the group
The Company’s ability to grow these diversified investments to sufficient scale while sensibly
managing the Company’s larger core business hinges on the following competitive strengths.
Global business network: TTA, through its various business groups, has a global presence in more
than 20 countries. Through Thoresen Shipping, it has developed strong ties with many international
ports, where the Group enjoys priority privileges to conduct its business. The shipping Company’s
newest commercial offices in Copenhagen and Johannesburg facilitate greater access to North Atlantic
charters with a US office expected to further boost access to higher yielding dry bulk trading routes.
Through Mermaid, TTA has a presence in the Middle East and Europe, and enjoys relationships with
many of the world’s largest and most active oil and gas companies.
Strong financial position: 2014 was a strong year for TTA both at the top and bottom lines. The
Group delivered positive normalised net profit of THB 1,028 million. Strong performance from
Thoresen Shipping and Mermaid, delivered net cash flow of THB 2,583 million from operating
activities during the year, a 126% improvement over the previous year. As of 30 September 2014,
TTA’s consolidated cash and cash equivalents balance stood
at over THB 6,290 million.
Financial flexibility following successful fundraising: Capital raised in 2013 and 2014 were
partially used to accelerate the fleet expansion of Thoresen Shipping, adding six new vessels during
this year. In addition, oil and gas services subsidiary Mermaid employed additional funds in
commissioning the construction of two new tender rigs and one new dive support vessel, worth more
than THB 14 billion (USD 436 million), as part of the management team’s commitment to expanding
the size of the Company’s fleet of rigs and vessels and to enhancing overall offshore services.
Diversification strategy underway: 2014 saw TTA make a strategic investment in Sino Grandness as
part of the Group’s overarching diversification strategy. The investment will provide exposure to the
China market, and to a new industry sector (food and beverages). TTA also sees potential for Sino
Grandness to leverage TTA’s global infrastructure and experience to extend its business to other
markets beyond China.
Strong knowledge of key commodities flows and trades: With well-established global dry bulk,
coal, offshore oil and gas, and fertiliser businesses, TTA’s network affords it a unique vantage point
from which it can observe and act upon key trends in the global commodities trade.
-22-
Versatile and high quality owned fleet and services: The Group owns most of its assets, enabling it
to provide a full range of customised services to its clients. From this, it can maintain better control of
its operating costs and provide competitive market pricing, resulting in strong brand recognition and
long-term client relationships. Commercial, technical and financial risk management remain in-house,
and Group policy dictates that all marine assets are maintained in a condition that exceeds the
minimum requirements imposed by classification societies.
These competitive strengths, and the increasing momentum that has been built over the last year,
position TTA well for further stable growth in 2015 and beyond. The Company continues to deliver
balanced and consistent growth across its existing portfolio, and expects to accelerate growth and
increase performance consistency through further diversification. The management team continues to
identify and secure strategic opportunities that generate long-term returns on capital.
Four key strategies lie at the heart of TTA’s growth strategy comprising of further diversification,
delivering strong and stable financial performance, prudent financial management and building solid
stakeholder relationships. These key strategies will be applied throughout the Group’s investment
portfolio.
2.3
Characteristics of Primary Business
2.3.1
Dry Bulk Shipping Section
Thoresen Shipping
Business Review
TTA operates its dry bulk shipping business under the Thoresen Shipping brand name. Thoresen
Shipping provides tramp services on a global basis. The vessels meet the requirements of Thoresen
Shipping’s clients in the spot market under time charters and contracts of affreightment (“COA”) in
addition to short-term time charters, voyage charters. In addition, the company uses hedging services
to reduce volatility.
Thoresen Shipping has delivered highly profitable results due, at least in part to the company’s focus
on proven designs that allow it to operate a consistent fleet with maximum efficiency. In particular,
Supramaxes have been and will continue to be the focus point of Thoresen Shipping’s fleet renewal
plan, which aims to reach a fleet size of approximately 30 vessels in the near future as purchase
opportunities arise. Results have been made possible by maximizing revenues in niche trades and
geographies, and minimizing technical costs incurred within the ownership model.
Thoresen Shipping operated on a cash positive basis throughout the year despite a continued
environment of depressed freight rates. The company delivered against its vessel acquisition plans,
adding six vessels at reasonable prices in 2014, bringing the total to 24 owned vessels (as of 30
September 2014), which are complemented by an increased number of chartered in vessels (18), as
part of a continuing fleet growth initiative. This represents 335,011 dwt in additional fleet capacity
compared to the previous year.
While the indexes that track Handysize and Supramax dry bulk shipping rates (BHSI and BSI) rose
24% in 2014, Thoresen Shipping’s time charter equivalent (TCE) rose by 12% implying trade at about
101% of the indexed fleet. The improvement came as a result of stronger customer relationships and
an expanded client base at Thoresen Shipping’s new commercial hub in Singapore, as well as its
offices in Copenhagen and Cape Town. Chartered-in activity increased in 2014 with an 18.1 vesselequivalent compared to 13.1 in 2013. Thoresen’s TCE (owned vessels and chartered-in) was USD
10,130 per day in 2014 compared to USD 8,681 per day in 2013, which resulted in the company
outperforming the adjusted BSI by 1%.
-23-
The management team is also keeping firm control on operating costs. On a full year basis, Thoresen
Shipping’s owner expenses averaged about USD 3,800 per day against an industry average of
approximately USD 5,100, placing Thoresen Shipping in the top quartile of owners worldwide in
terms of operating expenses.
2014 has been another strong year for Thoresen Shipping in terms of strategic development, with both
capacity and geographical footprint expansion, and the introduction of the new commercial pool
service.
Looking ahead to 2015, the business will benefit from an increased number of vessel days, through the
addition of the six new ships, acquired in 2014 which will be running at an index fleet of 93% versus
91% in 2013).
The company also seeks to further build upon its strategic initiatives including continued fleet
optimization (vessel replacements and additions), pursuing organic growth through geographical
expansion, and the introduction of the new commercial pool service.
Products and Service
Fleet Structure and Service
Thoresen Shipping currently owns 24 vessels in total, comprising of eight Handymax and 16
Supramax vessels, with an average age of 10.43 years and an average DWT of 50,636 tonnes.
Approximately 50% of Thoresen Shipping’s vessels are positioned in higher-yielding Atlantic routes,
following the opening of the Company’s chartering offices in Copenhagen, Denmark and Capetown,
South Africa providing a geographical hedge in case of market fluctuations between basins.
Fleet Structure
1) Fleet Structure
Number of Vessels
Size
Category
Owned
Vessels
Chartered-in
Vessels
Handymax
Supramax
Total
8
16
24
2
16
18
Newbuild
Vessels
Order
-
on
Total
10
32
42
2) DWT – Weighted Average Age
Dwt-Weighted Average Age of Vessels
Newbuild
Size
Owned
CharteredVessels
Category
Vessels
in Vessels
Order
Handymax
17.23
13.65
Supramax
7.74
5.16
Total
10.43
6.06
-
-24-
on
Total
14.77
5.47
6.70
3) Bulk Carriers
Vessel Name
Original
Delivery Date
1
Thor Dynamic
30/4/1991
2
Thor Wave
30/07/1998
3
Thor Wind
18/11/1998
4
Thor Energy
16/11/1994
5
Thor Endeavour
11/04/1995
6
Thor Enterprise
28/07/1995
7
Thor Harmony
21/03/2002
8
Thor Horizon
01/10/2002
9
Thor Achiever
22/07/2010
10 Thor Integrity
02/04/2001
11 Thor Independence 20/12/2010
12 Thor Infinity
21/12/2010
13 Thor Insuvi
02/07/2012
14 Thor Friendship
13/01/2010
15 Thor Fortune
15/06/2011
16 Thor Fearless
06/06/2013
17 Thor Brave
15/11/2012
18 Thor Breeze
20/08/2013
19 Thor Mercury
20/1/2014
20 Thor Magnhild
19/2/2014
21 Thor Maximus
23/5/2014
22 Thor Menelaus
3/6/2014
23 Thor Madoc
13/6/2014
24 Thor Monadic
7/7/2014
Total Thoresen Fleet: 1,215,254 DWT
DWT
Age
43,497
39,042
39,087
42,529
42,529
42,529
47,111
47,111
57,015
52,375
52,407
52,383
52,489
54,123
54,123
54,881
53,506
53,506
55,862
56,023
55,695
55,710
55,695
56,026
20.44
15.18
14.88
18.88
18.48
18.19
11.54
11.01
3.73
12.50
11.94
11.66
7.88
3.72
2.30
7.90
0.87
0.11
9.00
8.34
9.00
8.08
9.17
8.08
Design
Standard
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Standard
Standard
Standard
Standard
Standard
Semi-Open /Box Shape
Semi-Open /Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Open Hatch / Box Shape
Standard
Standard
Standard
Standard
Standard
Standard
Classification
Bulk > 40,000 dwt
< 40,000 dwt
Bulk (Box)
Bulk (Box)
Bulk (Box)
Bulk (Box)
Bulk (Box)
Bulk (Box)
Bulk > 40,000 dwt
Bulk > 40,000 dwt
Tess - 52
Tess - 52
Tess - 52
Oshima - 53
Oshima - 53
Oshima - 53
Vinashin
Vinashin
Bulk > 40,000 dwt
Bulk > 40,000 dwt
Oshima - 53
Oshima - 53
Oshima - 53
Bulk > 40,000 dwt
BV
ABS
ABS
NKK
NKK
DNV
DNV
BV
BV
BV
NKK
NKK
NKK
NKK
NKK
NKK
DNV
DNV
ABS
NKK
Korean Classed
Korean Classed
Korean Classed
NKK
Fleet Service
Thoresen Shipping’s tramp services derive revenues from:
• Voyage, or spot charters, which are charters based on the current market rate;
• Time charters, whereby vessels are chartered to clients for a fixed period of time at rates that are
generally fixed, but may contain a variable component, such as an inflation adjustment or a
current market rate component; and
• COA’s, which are forward delivery contracts agreeing to the quantity of cargo to be carried for a
client over a specified trade route within a fixed period of time.
-25-
Throughout 2014, Thoresen Shipping’s bulk carrier vessels continued to be deployed in trades which
service the needs of clients in a blend of COA’s, time and spot charters. Thoresen Shipping’s box
shaped vessels, which are suitable for bulk cargoes but are specifically designed for unitized break
bulk trades such as wood pulp, windmills, steel and pipes, have also been deployed in a blend of
COA, period charter, and spot tramping.
Geographically, the fleet is equally distributed between the Atlantic, Indian and Pacific Oceans.
In connection with the charter of each of its vessels, Thoresen Shipping pays commissions to brokers
associated with the charter, ranging from 1.25% to 2.5% of the total daily charter hire rate. The
company’s tramp business fluctuates with the supply and demand of dry bulk cargoes for charters on
the basis of price, vessel location, size, age, and condition of the vessel, as well as on its reputation as
an owner and operator.
2.3.2
Energy Section
Mermaid Maritime Plc.
Business Review
The offshore services segment is primarily driven by Mermaid Maritime Public Company Limited
(“Mermaid”), in which TTA holds a 57.42% stake as of 30 September 2014. Mermaid, commenced its
operations in 1983, was partially acquired by TTA in 1995 and was successfully listed on the
Singapore Stock Exchange (“SGX”) on 16 October 2007.
As a recognized global leader in the provision of tender-assisted rig drilling and sub-sea engineering
services for the offshore oil and gas industry globally, Mermaid provides subsea engineering and
offshore drilling services to major oil and gas companies or their contractors primarily in the AsiaPacific and Middle East regions.
Alongside its corporate headquarters in Thailand, Mermaid has operational bases in Thailand,
Singapore, Indonesia, Qatar, Saudi Arabia and the United Arab Emirates to support its clients. Today,
Mermaid is one of a handful of Asian-based providers of offshore services, with a team of over 1,000
professional divers, drillers, technicians, surveyors, management and support staff.
In the 2014 financial year, Mermaid built on the success of the previous years and further developed
its platform for growth, stability and most importantly profitability. Mermaid won multiple subsea
contracts across various regions, achieved high vessel utilization and expanded its revenue base
through the charter-in of additional vessels to fulfill strong demand for its services. This cumulated in
Mermaid achieving historical net profit of USD 45.3 million which is triple of the previous year 2013.
-26-
In 2013, Mermaid successfully completed fundraising initiatives that provided approximately SGD
176.1 million (USD 140.8 million) of capital for further investment in the business. Some of these
funds were put to use at the beginning of 2014, as Mermaid entered into agreements to build two new
tender rigs and one new Dive Support Vessel (“DSV”) with China Merchants Industry Holdings Co.,
Ltd. for an aggregate sum of USD 436 million (USD 149 million for each tender rig and USD 138
million for DSV). The two new‐build tender rigs, named MTR-3 and MTR-4, are scheduled to be
delivered in the first half of 2016 while the new‐build DSV, named Mermaid Ausana, is expected to
be delivered in the third quarter of 2016.
These new additions to the fleet will not only enhance Mermaid Maritime’s market position in terms
of the modernization of its fleet, but will also expand the size of the rigs and vessels in order to
enhance its offshore oil and gas support services and achieve greater economies of scale.
With recent weakness in oil price, Mermaid has a cautionary perspective on the oil and gas outlook
over the next 12 months, given that the oil and gas companies may be reviewing their spending. In the
meantime, Mermaid continues to see stable demand for its subsea vessels and related services on these
projects. Mermaid’s fleet of subsea vessels and drilling rigs are shallow water biased which is known
to be more defensive and less affected by lower oil prices. This is because breakeven costs of such
fields are reported to be lower than deeper water fields and therefore less likely to be subject to
contraction in service demand.
In this market condition, Mermaid retains low gearing and sufficient cash reserves thus allowing the
ability to continue to remain agile and to be ready to take advantage of any opportunistic and organic
growth that may present itself in the present time.
Product and Services
Fleet Structure and Services
Subsea Services
Mermaid’s subsea engineering centres around diving and remote intervention by unmanned
submersibles (“ROV”). Its subsea division is represented by Mermaid Offshore Services, Subtech, and
Seascape Surveys. All three subsea units were integrated and now operate under the same new
company name as “Mermaid Subsea Services”. A wide range of subsea engineering services are
provided, including inspection, repair and maintenance, construction and installation support, and
commissioning projects.
Revenue growth from our subsea business was backed by higher day rates of owned vessels which
were up 10% year on year, while average subsea vessel utilization rate in 2014 was 66%, slightly
lower than 69% in 2013.
As of 30 September 2014, the subsea fleet consists of 7 subsea support vessels (including chartered in
vessels), 3 of which are specialized dive support vessels, and 15 ROV systems, including deep water
and ultra-deep water heavy construction class systems. Apart from its key assets, the Subsea Division
sub-contracts up to 500 specialist and marine personnel to work on its subsea engineering projects in
addition to a permanent workforce.
Type of Subsea Vessels
In broad terms the subsea vessel market can be divided into offshore construction vessels (OCV) and
construction support vessels.
Vessels falling under the OCV category are stable platforms with large cargo decks, accommodation
facilities and larger tools such as larger active heave compensation subsea crane(s), remotely operated
vehicle (ROV) handling equipment, moonpool(s), winches etc. Except from the heaviest installation
work, most of the OCV work can be performed by smaller, less expensive vessels also referred to as
construction support vessels.
-27-
Table : Mermaid Subsea Fleet List
No.
Name of Vessels
1.
2.
3.
4.
5.
6.
7.
8.
Mermaid Commander
Mermaid Endurer
Mermaid Asiana
Mermaid Sapphire
Mermaid Challenger
Barakuda
Endeavour (Charter)
Resolution
9.
10.
Mubarak Supporter
Bourbon
Evolution 806
11.
Siem Daya 2
12.
13.
Windermere
New DSV
Mermaid Ausana*
Vessel Type
DP2 Dive Support Vessel
DP2 Dive Support Vessel
DP2 Dive Support Vessel
DP2 ROV Support Vessel
General Utility Vessel
General Utility Vessel
DP2 ROV Support Vessel
DP2 ROV/Diving support
vessel
DP2 construction barge
DP3 multi-purpose subsea
support services
vessel
DP3 offshore subsea
construction vessel
DP2 diving support vessel
Drive Support Vessel
Calendar Year
Build Year
Purchase Year
1987
2005
2010
2010
2010
2010
2009
2009
2008
2008
1982
2010
2008
2012 (Charter)
2013
2013 (Charter)
2014
2013
2014 (Charter)
November 2014
(Charter)
2013
November 2014
(Charter)
2014 (Charter)
15% in 2014
85% in 2016
2010
2015/16
Note : *Under construction with delivery in 2016
The following details the Subsea Division’s core services:
Exploration services
Development services
Production Services
Pre-installation surveys; rig positioning and
installation assistance, subsea equipment
maintenance
Installation of subsea pipelines, flow lines, control
umbilicals, manifolds, risers, pipe lay and burial,
installation and tie-in of riser and manifold assembly;
commissioning, testing, and inspection; and cable
and umbilical lay and connection
Inspection, maintenance, and repair of production
structure, risers, pipelines, and subsea equipment
Drilling Services
Mermaid Drilling Ltd. (“MDL”), a 95%-owned subsidiary of Mermaid, owns two tender drilling rigs
and provides drilling and accommodation barge related-services in Southeast Asia.
Asia Offshore Drilling (“AOD”), Mermaid’s 33.8%‐owned associate company which owns and
operates a modern fleet of high specification jack-up rigs, added three jack‐up rigs AOD-I, AOD-II,
and AOD-III in 2013. In 2014, AOD entered the second year of a three-year contract with Saudi
Aramco with total revenues of USD 220.9 million. In 2014, we achieved a 94% utilization rate on
average for the three new jack‐up rigs.
No.
1.
2.
3.
4.
5.
6.
7.
Name of Rigs
Rig Type
Calendar Year
Build Year Purchase Year
MTR-1
Accommodation Barge
1978
2005
MTR-2
Tender Assist Drilling Rig
1981
2005
AOR-1*
Premium Jack-Up Rig
2013
2010
AOR-2*
Premium Jack-Up Rig
2013
2010
AOR-3*
Premium Jack-Up Rig
2013
2011
New tender rig MTR 3* Tender rig
2015/16
15% in 2014
85% in 2016
New tender rig MTR 4** Tender rig
2015/16
15% in 2014
-28-
No.
Note :
Name of Rigs
Rig Type
Calendar Year
Build Year Purchase Year
85% in 2016
* Scheduled for delivery in Q1/2016
** Scheduled for delivery in Q2/2016
Both jack-up and tender drilling rigs require classification from a recognized classification society,
which classify them based on structural integrity and safety. MDL’s tender drilling rigs are classified
by international bodies such as Det Norske Veritas (“DNV”), American Bureau of Shipping (“ABS”),
or Bureau Veritas (“BV”). MTR-1 is classified by ABS, and MTR-2 is classified by BV. Classification
authorities inspect the tender drilling rigs annually. Tender drilling rigs are dry docked every five
years and subject to a special periodic survey by these classification societies. AOD’s jack-up rigs are
subject to classification by ABS.
Fleet Services
MDL’s contracts to provide offshore drilling services are individually negotiated and vary in their
terms and provisions. MDL obtains most of its contracts through competitive bidding against other
contractors. Drilling contracts generally provide for payment on a day rate basis, with higher rates
while the drilling unit is operating and lower rates for periods of mobilization or when drilling
operations are interrupted or restricted by equipment breakdowns, adverse environmental conditions,
or other conditions often beyond MDL’s control.
A day rate drilling contract generally extends over a period of time covering either the drilling of a
single well or group of wells or covering a stated term. Some of MDL’s contracts with clients may be
cancellable at the option of the client upon payment of an early termination payment. Such payments
may not, however, fully compensate MDL for the loss of the contract.
AOD’s three jack-up rigs are from the Mod V – B Class design, which is understood to be the
preferred jack-up rig design by major drilling companies and used by oil companies in all shallow
water areas of the world. The rigs are designed for year round operations in the areas of Gulf of
Mexico, Indian Ocean, Southern North Sea, Coast of Middle East, Offshore India, Offshore Australia,
Offshore New Zealand, and Offshore South East Asia. In today’s environment, rigs are typically
contracted for durations of 300 days or longer.
2.3.3
Infrastructure Section
Coal and Mining
Unique Mining Services Plc.
Business Review
UMS provides end-to-end and just-in-time coal logistics sales and distribution services in Thailand. It
owns two coal screening facilities in Samut Sakorn and Ayudhaya respectively and 12 barges, which
are used to serve the increasing local coal demand of small and medium-sized industrial clients that
use coal-fired boilers.
The just-in-time supply model means that UMS manages a coal supply chain including stock pile
management and storage, ensuring coal supply security for its customers. Therefore, customers’ lead
time for ordering is only one day in advance on average and most importantly, customers are not
required to manage their own stock piles and storage.
2014 has continued to be challenging for UMS. The Company has been focusing on selling down its
0-5 mm coal inventories to rebalance its capital structure while limiting the production of classified
coals due to operational inefficiencies in its Suan Som facilities which have arisen from the
prohibition of coal transportation in Mae Klong river.
UMS’ Samut Sakorn operation was shut down due to environmental concerns in the area adjacent to
UMS’ plant in July 2011. To resume operations, UMS has improved the plant’s facilities and waste-29-
water treatment system to meet the government’s preconditions for reopening the plant. Following
these moves and others, UMS was allowed to resume operations at its Samut Sakorn plant in June
2013, albeit without full logistics efficiency. Meanwhile, UMS has successfully pelletized coal to
solve long-term problems related to 0-5 mm coal. Today the pelletization capacity of UMS’ plant is
3.3 tonnes per hour. UMS plans to acquire more pellet-making machines to increase coal pellet
production. It is expected that the plant will produce up to 6.6 tonnes per hour within the near future.
By August 2014 the plant in Ayutthaya had successfully doubled its machine capacity, increasing the
production line from 100 tonnes per hour to 200 tonnes per hour. It supports up to 35,000 tonnes of
coal per month, imported from abroad.
Further expansion was sought through a joint operation contract signed in July, between UMS and
Trimex to import coal for domestic customers. The first shipment was imported in September 2014.
At the same time, UMS will continue to focus on regaining access to its Samut Sakorn port and is
exploring an entry into international coal trading.
Products and Services
UMS imports only Sub-Bituminous and Bituminous coals into Thailand.
Coal is a natural fuel in solid state primarily composed of Carbon. In general, coal appears in brown or
black and can be classified into several types. The degree of change undergone by a coal as it matures
from peat to anthracite is known as coalification. Coalification has an important bearing on coal’s
physical and chemical properties and is referred to as the ‘rank’ of the coal. Ranking is determined by
the degree of transformation of the original plant material to carbon. The ranks of coals, from those
with the least carbon to those with the most carbon, are lignite, sub-bituminous, bituminous and
anthracite.
UMS focuses on Sub-Bituminous and Bituminous coals as these are good quality with moderate
calorific value, suitable levels of ash and moisture, and low sulphur content, compared with fuel-oil
(fuel-oil has a sulfur content of about 0.1-3.0 percent) which means they generate less air pollution.
UMS imports coals according to spot orders of large customers since the cost of Bituminous coal is
expensive. UMS does not import Anthracite due to its high cost. Lignite is also not widely used in
Thailand as it is the lowest rank in quality and has high sulphur content, which may affect the quality
of the environment
Fertilizer
Business Review
Based in Vietnam approximately 70 kilometers from Ho Chi Minh City, Baconco’s primary operation
is in the agrochemical industry, providing agrochemical products for distribution in both Vietnam and
overseas. The company’s agrochemicals products are sold under the “STORK” trademark which was
established in 1939 and has become renowned for having superior quality in both domestic and export
markets.
Baconco’s trademark, STORK, was registered in Vietnam in 2005.
-30-
In 2014, Baconco invested in a brand new granulation production line adding 100,000 metric tonnes
of capacity, increasing the line’s total production capacity to 450,000 metric tonnes, making it the
largest single producer in one location in Vietnam. This investment has been made to meet growing
demand from customers.
Baconco commands approximately 25% in the premium NPK market, and boasts the biggest NPK
production facility in Vietnam, generating USD 110 million in annual turnover. The company seeks to
run a very lean operation, with a minimal inventory of raw materials and finished goods and operating
a cash-only payment policy.
Product and Services
Baconco develops, manufactures, markets and distributes compound fertilizers and single fertilizers
(collectively referred to as “Fertilizers”) through a state-of-the-art blending, granulation/compaction
and bagging plant, with a total production capacity of approximately 450,000 metric tons per year.
The company has a packaging capacity of approximately 550,000 metric tons per year.
Baconco provides bespoke services for its most significant customers, providing over 90 distinct
formulas and customized formulas. The company has continuously made a push to boost exports,
which increased 8% year-on-year to 74,145 tonnes in 2014, establishing a strong reputation for its
distinctive “Stork ” brand in markets such as Africa, Taiwan, Korea, Cambodia and Laos.
Some of the most popular formulas are listed below.
NPK Compound Fertilizers
NPK compound fertilizers are Baconco’s main products. They are sold both in Vietnam and overseas,
and accounted for 95% of Baconco’s total sales revenues as end of 30 September 2014.
NPK compound fertilizers are composed of all three main nutrients, namely, nitrogen (N), phosphate
(P2O5) which provides phosphorus (P), and potash (K2O) which provides potassium (K) for plants.
The N-P-K mix may vary according to the usage purpose and each crop’s biological needs.
Other Fertilizers
The other fertilizers segment includes single fertilizers which contain a single nutrient; and compound
fertilizer composing of at least two nutrients. These fertilizers are used due to the flexibility they offer
end users to mix as desired. As end of 30 September 2014, other fertilizer products accounted for
0.2% of total sales revenues.
Nitrogen-based (N) fertilizers speed up photosynthesis and the production of seeds. Phosphorus-based
(P) fertilizers helps developing the plant’s stems and roots. Potash (K) in fertilizers create and
transport nutrients to develop growing parts, improving fruit quality and increasing protein contents to
prevent infection.
-31-
Diagram of Baconco Fertilizer Production Process
Other Agrochemical Products
Other agrochemical products include pesticides which Baconco outsources and repackages for sales
under its trademark; as well as foliar fertilizers. This group of products accounted for 4.8% of
Baconco’s total sales revenues as end of 30 September 2014.
1) Pesticides
Pesticides are biochemical or chemically-synthesized substances created to destroy, deter or
discourage pests. The most common pests are insects, plant pathogens, weeds and microbes that
spread disease, damage agricultural products and reduce production. Baconco distributes its pesticide
products in Vietnam only, under the STORK trademark.
2) Foliar
Foliar fertilizers are liquid fertilizers sprayed onto plants to be consumed through leaves which absorb
nutrients faster than through roots. Foliar offers similar nutrients to the NPK compound fertilizer; for
this reason foliar fertilizers are commonly used with fruits and vegetables for higher and better
productivity.
Warehouses
Baconco’s port operation was created through Soleado’s acquisition of a 20% stake in Baria Joint
Stock Company of Service for Import and Export of Agro Forestry Products and Fertilizers (“Baria
Serece”) from Yara Asia Pte. Ltd. in 2010. Baria Serece owns and operates Phu My port in South
Vietnam, situated on the Thi Vai River, approximately 17 miles from the open sea and is adjacent to
Phu My industrial park, 70 kilometres from Ho Chi Minh City. The port is Vietnam’s largest dry
cargo deep-water port, and is able to receive up to seven million tonnes of agricultural products, coal,
and fertilizer per year.
The Phu My industrial Park is one of Vietnam’s key export centres in the South. The industrial estate
therefore benefits from demand for storage and warehousing of goods prior to shipping.
TTA’s vision to create a fully integrated professional logistics service provider in Southern Vietnam
was further realised during the year. Our 2013 investments in Baconco, Thoresen-Vinama Logistics,
-32-
and Baria Serece, which added 53,000 square metres, bringing capacity to almost 190,000 metric
tonnes, meant we entered 2014 uniquely positioned to offer a full range of logistics solution including
sea and land transport, warehousing, bagging, forwarding, and customs clearance. This investment
paid dividends with significant growth in our warehouse business in 2014.
2.4
Marketing and Competition
2.4.1
Dry Bulk Shipping
Client and Target Customers
The focus for Thoresen Shipping in 2014 remained on core premium cargoes with industrial majors
coming into focus during the year as a result of an increasingly customer-centric approach out of the
company’s Singapore commercial hub, as well as its new offices in Copenhagen and Cape Town.
Over the last year, Thoresen Shipping has also increasingly taken advantage of spot-chartering
opportunities for key clients with immediate requirements for ships in key markets where those clients
have cargo but not matching assets. The top five cargo-types loaded during 2014 included sand, coal,
mineral/concentrate, agriculture products, and steel products.
Chart : FY 2014 Cargoes
Chart : Freight Revenues
Thoresen Shipping has made strong progress towards developing relationships with industrial majors
by maintaining a strong ranking with Industry quality controllers - Rightship. This acts as an index to
measure the key criteria for large industrial clients, such as BHP Billiton, Rio Tinto Shipping, and
Cargill Ocean Transportation.
-33-
Distribution Channels
Thoresen Shipping boasts highly skilled former mariners, managing both the technical and
commercial operations within the office in Bangkok. In Singapore, Thoresen Shipping’s commercial
team is experienced and knowledgeable, and has under its belt deep industry relationships. While the
company maintained strong control over operational costs, it also further strengthened its global
footprint in 2014 with the establishment of an office in Cape Town, South Africa, following the
opening of its first European office in Copenhagen, Denmark in 2013. The company plans to open an
office in the United Arab Emirates in January 2015 and eventually to establish a presence in the
United States.
Industry Outlook
Years in Review
The shipping industry was generally healthy in 2014, showing signs of recovery early in the year,
strengthening in the second quarter, before showing some signs of volatility later in the year. Towards
the end of the year the industry witnessed some temporary disruption including a decline in iron ore
exports from Brazil, a delay in grain exports from South America, and an export ban on Indonesia’s
nickel ore and bauxite output.
Demand
Three significant factors played an important role on the demand side of the dry bulk market in 2014.
These were Chinese iron ore imports, Chinese steam coal imports, and Indonesia’s ban on mineral ore
exports.
From the second quarter of the year, Chinese steam coal imports fell from an annualized pace of 215
million tonnes in Q1 2014 to a pace of 176 million tonnes in the second quarter. This affected the
global steam coal trade, which declined 5.5% between the first and second quarters of 2014 – its
largest quarterly drop in 15 years. This has been attributed to slower electricity demand growth and a
sharp increase in production from alternative energy sources. In particular, a large hydroelectric dam
became fully operational in 2014, generating the same amount of power as a 40+ million tonne coal
plant. This new capacity, it appears, is to replace coal-generated power, which has resulted in a scaling
back in coal demand.
In contrast to the weakness seen in relation to coal trade, the iron ore and steel segments climbed to
new highs.
Global demand for steel is heavily influenced by China. China’s fixed asset investments grew more
than 16% year on year, to USD 5.83 trillion during the period January to September 2014, on the back
of increasing investment in the railway, infrastructure, housing and construction sectors. The
associated growth in demand from China for imported iron ore is also likely to have had a positive
impact on the dry bulk shipping industry. Iron ore imports to China are expected to be 930 million
tonnes due to rising crude steel output in China, according to the Metallurgical Mines’ Association of
China.
Over the last five years, steel production in China has had a compounded annual growth rate of 9.1%,
compared with global production at 3.5% per annum, according to Fearnleys. As a result of this
growth in steel production, Chinese imports of iron ore have also increased substantially.
This can be partially attributed to international iron ore prices having plummeted with more new
supplies coming onto the market. This has created a strong demand for seaborne trade of iron ore,
particularly from Australia and Brazil which has led to longer shipping distances, according to
Fearnleys.
-34-
Chart : Chinese Iron Ore Imports
Chart : Steel Production
The grain trade was estimated (by Marsoft) to have fallen back 6% in tonne-mile terms, relative to its
record high in the last quarter of 2013, showing a larger than normal seasonal decline due to weaker
South American grain exports. US exports also fell back significantly in the second quarter, mainly
due to a sharp drop in shipments to China. China also continued to cancel some corn cargoes due to
concerns over genetically modified seeds.
Supply
Deliveries of new dry cargo vessels into the market has for quite some time outpaced demand growth,
and this appears to have continued. Scrapping has also slowed down as vessels in the market are
becoming younger. Dry bulk scrapping rose from three million DWT in Q1 2014 to four million DWT
in the second quarter, although first half scrapping total was down 50% year on year. Dry bulk
ordering activity also appears to have slowed.
Freight rates have remained low for the most of 2014, according to Fearnleys, although the larger
segments, especially Capesize have demonstrated some volatility. Fearnleys indicates that Capesize
rates picked up in the fourth quarter but have not been followed by Panamax increases. Supramax and
Handysize rates have remained more stable through 2014.
Supramax spot earnings fell from USD 11,700 per day at the start of the year to USD 9,100 per day in
the second quarter, while Handysize rates fell from USD 10,000 per day to USD 7,500 per day over
the same period.
-35-
In terms of utilization, after reaching a two-year high of 89% in the fourth quarter of 2013, Marsoft
expects utilization rates to have fallen back to 86.6% in the second quarter of 2014 before returning to
88.7% by year-end.
Second hand prices for Handymax and Supramax vessels dipped in early 2014, although still rose 1020% year on year.
Outlook
Strong iron ore trade and slower fleet growth should moderately boost rates through 2015, according
to Marsoft.
Demand
The scaling back of steam coal demand is likely to continue, as the Chinese government has called for
increased market share from non-carbon energy sources by 2015, as part of its five year plan.
However, Marsoft believes there remains room for Chinese coal demand to rise by a further 1-2% per
year, showing modest growth through 2018.
The World Steel Association has forecasted global steel use to rise 2% in 2015 to 1.594 billion tonnes,
it said, down from a previous forecast for 3.3% growth.
Globally, iron ore trade is expected to grow at an annual pace of 7% from 2015 to 2018. In China, as
domestic iron ore output is expected to fall by between 10 and 20% per year through 2018, Marsoft
expects more new supplies of iron ore to come into the market, which, it says, would set the stage for
a further boom in Chinese imports. The high end of these projections would lead to an additional 120
million tonnes of imports by 2018.
Chart: Chinese Iron Ore Imports: High case and Base case
Supply
Freight rates are expected to remain fundamentally positive in medium to long‐run as a result of
continued strong growth in demand and minimal global fleet growth, however Marsoft’s outlook has
been muted somewhat.
It is possible to gain some insight into future levels of supply by reviewing the relationship between
the total orderbook and the existing fleet. Fewer cancellations and delays of newbuildings were
witnessed in 2014, according to Fearnleys, who expect most of the current orderbook to be delivered.
-36-
As of November 2014, the global dry bulk orderbook amounted to 144.6 million dwt, or 19.3% of the
existing dry bulk fleet. 61 million dwt started trading in 2013, while deliveries have slowed down in
2014. Fearnleys expects deliveries to pick up again in 2015.
Deliveries in 2016 and 2017 could be fewer than originally expected, which would limit the impact
during that period. Total ordering activity, across all ship types is expected to pick-up again over the
next year to eighteen months, which combined with the rise in steel plate prices and firm freight rates,
will put upward pressure on newbuild vessel prices.
Table : Dry Bulk Carrier Orderbook – November 2014
Deadweight Tonnes
Number of
Vessels
Total Capacity
(million dwt)
% of Existing
Fleet (dwt)
200,000+
155
35.0
35.8
Capesize
100,000 – 200,000
179
31.2
14.9
Panamax
60,000 – 100,000
325
26.6
14.7
Ultramax
60,000 – 70,000
488
30.7
115.6
Supramax
50,000 – 60,000
488
4.8
4.4
Handymax
40,000 – 50,000
85
2.2
5.6
Handysize
10,000 – 40,000
49
14.3
16.2
1,683
144.6
19.3
Size Category
VLOC
Total
Chart: Dry Bulk Carrier Orderbook by scheduled year of delivery - November 2014
Second hand prices for Handymax and Supramax vessels are expected to fall back before rising
moderately through early 2016. A five-year old Handymax is expected to be valued at above USD 20
million in 2015. The same age Supramax is expected to fetch up to USD 24 million by early 2016.
Spot rates are expected to move up modestly over the coming year, while some industry period charter
rates are projected to move down slightly, before recovering at the end of the year and into 2015.
Supramax earnings are expected to average USD 10,500 per day over the coming year, with Marsoft
expecting the rate to peak at USD 13,000 per day in the second half of 2015. The rate is expected to
fall back modestly in 2016 before settling at USD 11,200 per day in 2017, before edging back up to
-37-
USD 11,500 in 2018. Similarly Handysize earnings are projected to average USD 8,500 per day over
the coming months, with a peak of USD 9,600 per day expected during the second half of 2015.
Handysize rates are projected to dip below USD 9,000 per day in 2017, followed by a mild recovery
in 2018.
Chart: One year-TC rate, Supramax (51,000 DWT) and Small Handy (27,000 DWT): Base case
In 2015, fleet utilization is expected to average 88.5%, compared to an average of 87.5% for 2014 as a
whole due to demand growth (5.6%) outpacing fleet expansion (4.4%) by 1.2%.
Competitive Landscape
The dry bulk industry remains highly competitive and fragmented, with ownership of general cargo
and dry bulk vessels from 15,000 to 59,999 deadweight tonnes divided amongst approximately 1,364
independent owners with 5,983 vessels.
Chart: Vessel Owners (15,000 – 59,999 dwt)
2.4.2
Energy
Clients and target customers, distribution channels
Subsea Services
Client
-38-
Major and independent oil and gas producers and suppliers, pipeline transmission companies, and
offshore engineering and construction firms trust Mermaid as their partner. In 2014, subsea services
were provided to over 40 clients.
Clients in the Middle East remain a significant part of Mermaid’s business. A significant diving
contract secured in 2013 through the Company’s Middle East joint venture, Zamil, Mermaid continues
to buoy Mermaid’s revenues and returns, and will continue to do so until end of 2017 with an option
to extend.
In September 2014, Mermaid was awarded two saturation diving contracts in the Middle East with a
total estimated value of USD 45 million. The contracts are being serviced by chartering in DP3
Multipurpose Support Vessel ‘Bourbon Evolution’ due to the fleet high utilization rates on existing
contracts. Both Contracts are estimated to be approximately 6‐8 months in duration in total. The first
of these two Contracts has already commenced and the second will start back‐to‐back upon
completion of the first. Mermaid will also deploy specialized diving equipment, remotely operated
vehicles (“ROVs”), specialized divers and other project crew to provide a full integrated service under
these Contracts.
In Asia, a USD 55 million, two-year contract to provide offshore inspection, repair, and maintenance
(“IRM”) services to a major Indonesia-based upstream oil and gas operator continues to run smoothly,
and will do so until the contract end in September 2015 (awarded to Seascape, a subsidiary of
Mermaid).
Another recent contract win includes a two-year, USD 19 million, contract for “MOS’ to supply
subsea remotely operated vehicle services in Thailand, serving major upstream oil & gas operators.
In addition, Mermaid continues to implement its growth strategy by expanding its revenue base
through chartering-in additional vessels against confirmed client contracts as demand for its subsea
services continues to experience growth in its targeted markets.
In December 2013, Mermaid took delivery of the DP2 RSV ‘Resolution’ on a 2+1 year charter to
service new contracts in Indonesia. This was followed in June 2014 by a short term charter of the DP2
PSV ‘Lewek Atria’ for several months to serve a contract in the Gulf of Thailand.
In addition, in August 2014, Mermaid took delivery of DP2 Construction (CLB) Barge ‘Mubarak
Supporter’ on a 1+1+1 year.
Mermaid expects to pace regional growth for the Subsea Division across the Middle East, South East
Asia and the North Sea over the next few years. Mermaid also continues to maximize vessel
utilization while at the same time, focusing on value‐added services to customers and longer contract
durations in growth areas e.g. South East Asia, the Middle East and the North Sea.
Employees
The Subsea Division relies on the high quality of its specialized workforce. As of 30 September 2014,
Mermaid Subsea Services had over 290 personnel spread across Thailand, Qatar, Saudi Arabia and
Indonesia.
Competition
The marine contracting industry is highly competitive. While price is a factor, the ability to acquire
specialized vessels, attract and retain skilled personnel, and demonstrate a proven safety record is also
important. The Subsea Division’s competitors include a number of local firms based in Asia and the
Middle East as well as larger international companies based in Europe and the US, most of which are
major Engineering, Procurement, Installation, and Commissioning (“EPIC”) contractors.
-39-
This does however remain a niche market, with limited numbers of providers and units globally,
prospects remain positive for subsea engineering services. Mermaid continues to see solid demand for
its subsea vessels and related services as evidenced by contract awards secured as well as ongoing
additional requirements from both potential and ongoing customers.
Drilling services
Clients
MDL engages in offshore drilling for leading international oil companies, including those that are both
government controlled and independent. MTR-1 was standby for the year and is being marketed as an
accommodation support barge. MTR‐2 operated at 98% utilization in 2014, and was deployed on a
two‐year drilling contract in Indonesia with Chevron. However, the unit has been terminated early in
December 2014 due to customer’s inability to secure their own government permits. The said events
have all occurred through no fault of Mermaid.
Three of AOD’s jack-up rigs continued to serve Saudi Aramco, the world’s largest oil and gas
company in the world, with its current contract ending in Q4 2016 (with an option to extend to 2017).
As a result, AOD was able to achieve an outstanding utilization rate of 94% on average for these three
jack-up rigs in line with the Company’s target. This was primarily due to all jack-up rigs experiencing
high operating performance with limited downtime. The Company is confident that AOD will
continue to serve the same customer beyond this term as observed by short to medium term contract
extensions awarded by the same customer to other jack-up rig contractors whose terms had recently
expired.
Employees
MDL requires highly skilled personnel to operate its drilling rigs. As a result, MDL conducts
extensive personnel recruiting, training and safety programs. As of 30 September 2014, MDL had 42
staff and personnel.
Competition
MDL’s primary competitors include global or regional offshore drilling companies, including
Malaysian offshore services company Sapura Kencana. The deal will make Sapura Kencana the
largest operator of tender rigs in the world.
The majority (80%) of the tender rigs operate in South East Asia, on contracts ranging between one to
five years. The market for tender rigs is a niche market that generally experience the same cycles as
the market for other mobile offshore drilling units in general, and with jack-ups in particular. There is
also growing interest in the area just off West Africa.
The tendering fleet is aging with almost half of the global fleet over 30 years old. There are 25
available units globally with 15 on contract, mostly being newer rigs, and 10 off contract either
stacked or waiting for next contract, being older rigs. Of the 15 on contract, 10 are located in South
East Asia and five are located in West Africa. There are also an additional seven new build tender rigs
under construction which are scheduled for delivery in 2015 and 2016.
Industry & Outlook
Summary Overview
The demand for drilling and subsea engineering services is driven by the level of activity in
exploration, development and production of crude oil and natural gas. Important influencing factors
are the access to available offshore fields for development and the oil companies’ ability to drill and
develop the fields based on their cash flow, revenues and financing. The most important influencing
factor for the activity level is the oil and gas prices, as they determine the net present value of the
development solutions.
-40-
Exploration and production budgets saw double-digit growth from 2003 to 2008, which led to
exceptionally high levels of activity in the drilling and subsea engineering services markets. After
many years of heavy investment, exploration and production spending saw a decrease in 2009, when
spending slowed down due to a sharp decrease in oil prices, expensive financing and general
slowdown in the global economy. The resulting reduction in exploration spending in 2009 didn’t last
for long however and by 2010 the activity level was above 2008 levels and has continued to increase
every year since then.
Chart: Year-on-Year Increase in E&P Spending and Increase in Offshore Services Demand
That said, the past year has been increasingly challenging for the offshore industry with oil major
continuously review E&P spending throughout 2014 due to escalating costs, geopolitical factors and
finally the recent weakness in oil price.
In any case, E&P has to continue to keep up with global demand, set to rise by 1.1 million barrels per
day (“bpd”) in 2015. Depleting reserves and an aging fleet ensures that the industry fundamentals
should remain strong. Offshore oil production has been dominated by shallow water drilling and more
recently resources and exploration drilling in deep-water areas that represent the new growth areas.
This is due to both technological developments that have made exploration feasible and more cost
effective, and high oil and gas prices. Although international oil companies (“IOCs”) may be
reviewing the expenditure plans, at some point they are expected to resume spending to replenish
reserves. At the same time, national oil companies (“NOCs”) steered by their respective government
to drive growth should continue to raise their expenditure and make up for any temporal shortfall in
spending by the IOCs.
Subsea services have remained in demand in all phases of the oil/gas fields, with survey and
installation during the field development phase, maintenance and repair in the production phase and
support services in the decommissioning phase. The demand for subsea capacity is experiencing
steady growth worldwide, and Asia Pacific is one of the regions demonstrating the largest growth.
Drilling services have also experienced increased utilization and strengthening of day rates. In the
Asia Pacific region, there has been continued demand within the premium jack-up and tender rig
market segment.
Offshore Market Drivers
Oil prices have been in steep decline since June 2014. The International Energy Agency (“IEA”)
opined that the root cause of the fall in prices was a surge in non‐OPEC supply to its highest growth
ever and contraction in demand growth to five‐year lows. Several years of high oil prices prompted
drillers around the world to develop new oil fields. The result is that new supply is now surpassing
demand.
-41-
Chart: Brent Spot Price FOB
Chart: Henry Hub Natural Gas Spot Price
To this end, OPEC had reported in December 2014 that should the current fall in crude prices continue
over a long period, it will impact the non-OPEC supply forecast for 2015, especially anticipated
growth in tight crude (i.e. shale oil).
As for the effect on E&P activity, Fearnleys Offshore expects reduction in E&P activity in the coming
year 2015, and continue to wait for the full effect of the ongoing cost cutting schemes already
implemented throughout 2014, as many of the service areas being cut will take some time to phase
out.
Apart from oil prices, the market is also being affected by operators’ underlying continued focus on
cost savings following a period of significant increased expenditures throughout the industry over the
past number of years.
-42-
Chart: Historical E&P Spending and Oil Price
This decline in oil price will likely further increase oil companies’ tendency to postpone new
developments, and thus prolong the current market downturn beyond 2015, putting particular pressure
on frontier and higher cost exploration companies. Exploration projects in harsher environments such
as the Arctic will likely be abandoned or postponed as the cash break even at the current oil price will
leave these projects in the red. Oil companies will most likely continue to develop the existing fields
where infrastructure is already in place, where additional production is less financially straining.
While many commentators expect that 2015 will represent another challenging year for the industry as
a whole, many have also identified several ‘bright spots’ in the industry. In particular, Fearnleys
Offshore reported that they remain optimistic that Mermaid is ideally positioned as one of those
‘bright spots’ that are presenting themselves.
2014 was a busy year for the subsea contractors, with strong tendering activity for new subsea
contracts. The markets with the most momentum were the North Sea, Middle East, South East Asia,
Brazil and the Gulf of Mexico.
The increased demand for subsea construction, and very few new subsea vessels entering the market
in the recent years, had also put an upward pressure on the vessel day rates.
In Strategic Offshore Research’s “Global Subsea Market to 2017” published in February 2014,
Strategic Offshore forecasted subsea demand growth to be incremental in 2015 and then to accelerate
again in 2016 and 2017.
Chart: Forecasted Subsea Demand to 2017
-43-
However, given the recent weaknesses in oil prices, Strategic Offshore Research has posited in
November 2014 an alternative case involving potential delay or postponement of projects and
demand. In their alternative scenario, demand growth is either flat-line followed by slow recovery or it
will experience a short, sharp demand contraction before eventual recovery.
The Offshore Drilling Market
Demand for drilling and related services are influenced by a number of factors, including the current
and expected prices of oil and gas, as well as the level of activity in oil and gas exploration and
production. Drilling operations (both exploration and production) are geographically dispersed
throughout the world.
Tender Drilling Rig Market
In the tender rig market, there is a finite number of clients and rigs. Drilling programs require a multiwell platform development and calm waters thus reducing the geographical operations of the rigs to
South East Asia and West Africa. Ten new build rigs have entered the market since 2000 and they
have mostly replaced older rigs. Oil majors have continued to show a preference for newer rigs due to
their superior technical capabilities and operational efficiency.
The majority of the tender rigs operate in South East Asia, on contracts ranging between one to five
years. The market for tender rigs is a niche market that generally experience the same cycles as the
market for other mobile offshore drilling units (“MODUs”) in general, and with jack-up rigs in
particular.
Tender rigs provide production drilling capabilities and can work in any seabed condition including
areas where jack-up rigs may not be able to access. The day rates of tender rigs are also lower than
jack-up rigs, offering a low cost production drilling solution to customers. The level of activity for
tender rigs in South East Asia has traditionally remained relatively stable with utilization for newer
units remaining close to 100%, as customers indicate preference for newer tender rigs over older ones.
Day rates for tender rigs have strengthened since 2010 and now reported at around USD 124,000 per
day on average. Furthermore, it is expected that more tender rigs will be required to satisfy future
potential demand and as substitutes to the phasing out of old rigs.
Jack-Up Drilling Rig Market
There are 476 jack-up rigs globally of which 421 are contracted and the remaining 55 either warm
stacked or cold stacked. Historical supply and demand dynamics for jack-up rigs is reported to be
tight with utilization around 90 percent and utilization for newer and higher quality units remaining
close to 100%.
Demand is expected to remain stable evidenced by the increase in number of open tenders, upward
pressure on day rates now reported at around USD 160,000 per day on average and increased contract
durations worldwide.
Although continued demand is expected over the next few years, on the supply side the market is
expected to be challenging in 2015 and 2016 when an estimated 100 new build jack-up rigs are
scheduled for delivery without contracts. Pressure on day rates are anticipated but with more impact
on older jack-up rigs as opposed to newer ones. Asia Pacific and the Middle East continue to be the
primary source of demand for high specification jack-up rigs but the market will take time to adjust to
the over-supply.
-44-
New build supply is also expected to attempt to partially replace older rigs. During the next decade,
more than 50 percent of the global contracted fleet, or approximately 200 units, are expected to
become less marketable and eventually even phased out. This attrition rate was previously noted to be
slow but is expected to accelerate. There are presently 290 jack-ups that are over 30 years old
compared to currently 138 new build jack-ups under construction. When this takes place, the demand
and supply dynamics should come back into balance.
2.4.3
Infrastructure
Unique Mining Services Public Company Limited
Clients
UMS’ core clients typically use low calorific value coal (sub-bituminous with heating value 4,0004,200 kcal/kg at gross, as received), which it secures from no less than ten reputable suppliers in
Indonesia. UMS sells coal to clients in several domestic industries, including pulp and paper, textile,
food processing, and cement.
UMS’ coal import and production strategies have been adapted to match the engineering
specifications of the boilers used by each type of industrial client it serves.
Competition
Thailand’s coal distribution business has approximately 20 operators. Of these, approximately eight
compete directly with UMS in the small and medium sized enterprise (“SME”) segment. UMS has a
market share of a little under 10% and is working to regain market share back to reach previous levels
of approximately 35%.
Industry & Outlook
The impacts of the global economic slow-down do not appear to have had a noticeable effect on
domestic coal demand, which is expected to continue to trend upward. Global coal consumption is
expected to rise by 1.1% per year until 2035, according to BP. This growth will be led by non-OECD
countries, which are expected to grow at 1.6%. China and India are expected to drive 87% of this
growth.
According to the OECD/IEA 2013 World Energy Outlook, demand for coal is set to triple in the
ASEAN region, growing at 4.8% per year on average, over the period. Coal is expected to represent a
28% share of South East Asia’s energy mix in 2035.
Looking at the domestic market; although coal demand in Thailand has been historically lower than
most South East Asian and North Asian countries, the country’s coal demand for both industry and
electricity generation is set to increase significantly over the next ten years, as supplies of natural gas
decrease in the Gulf of Thailand. Thailand’s projected economic growth and energy demands will
therefore increasingly be met by coal.
-45-
Chart : ASEAN primary energy demand by source
According to Oxford Business Group, coal is seen as a potential replacement for at least some of
Thailand’s oil and gas consumption, with usage expected to rise by 4% per year to reach 47 million
tonnes of oil equivalent (“TOE”) by 2035 and most of this will be consumed by power stations, as
demand for electricity continues to increase. While natural gas is still fairly limited in Thailand, oil
prices remain volatile, and bio-fuel supplies have proven inconsistent, there is a strong case for coal as
an increasingly reliable, cost effective, and efficient source of energy.
This said, China’s coal demand growth is expected to slow and eventually decline after 2030, driven
by a rebalancing of China’s economy toward services and domestic consumption, improvements in
efficiency and more stringent environmental controls from the government as it seeks to control
pollution. India’s growth in demand will continue to grow however as it continues to go through
industrialisation.
UMS sees a positive outlook for coal prices and will look to capitalise on this cyclical upturn if it is
able to begin operating normally across both plants. However, there is still some uncertainty whether
the Samut Sakorn plant can resume normal function
Baconco Co., Ltd.
Fertilizer
Client
Baconco’s primary customers are millions of Vietnamese farmers. Beyond Vietnam’s border,
Baconco exports products across Asia to the Philippines, Cambodia, Thailand, Indonesia, Korea,
Taiwan, and also to Africa, reflecting the strong reputation its distinctive “Stork” brand has
established in these markets. At present, it exports fertilizers to 26 countries worldwide with a
particularly strong customer base in Africa.
Due to the different business nature of domestic and international markets, Baconco has different
groups of target customers in each market. In Vietnam, Baconco’s direct and major customers are
wholesalers who distribute products to retailers and end users, with an emphasis on NPK compound
fertilizers, single fertilizers, compound fertilizers, foliar and pesticides.
In export markets, Baconco’s direct customers are traders, with a focus on NPK compound fertilizers,
single fertilizers, compound fertilizers and foliar. In these markets, Baconco acts as a manufacturer
and Baconco products are not sold under its STORK trademark.
-46-
Distribution Channels
The company has a strong network, of more than 300 wholesalers, who distribute Baconco’s products
to more than 5,000 nationwide retailers, under the STORK trademark in Vietnam, Laos PDR and
Cambodia.
For domestic markets, Baconco has sales teams consisting of 49 salespersons covering sales areas
defined by different crops. Meanwhile, Baconco’s international customers are trading companies who
contract Baconco to manufacture fertilizers.
Competition
Competition is significant in the Vietnam market with over 500 producers, many of them state-owned.
The largest, Petro Vietnam has completed building its urea production facility in Phu My industrial
park. Previous plans by Petro Vietnam to build an NPK factory in South Vietnam have been
discontinued.
The NPK fertilizer segment, however, is a consolidated market where over 80% of the market share is
held by the top five companies, namely Lam Thao Fertilizer and Chemical, Binh Dien Fertilizer
Company, Southern Fertilizer Company, Japan Vietnam Fertilizer Company and Baconco.
Fertilizers in Vietnam can be classified into three tiers based on their quality as low-quality, mediumquality and premium-quality. While Lam Thao Fertilizer and Chemical, Binh Dien Fertilizer
Company and Southern Fertilizer Company control the low- to medium-end markets, Japan Vietnam
Fertilizer Company, Binh Dien Fertilizer Company, Yara and Baconco compete in the high-end
premium quality segment. Fertilizer grade is determined by content purity and precision to its formula
declared on the packaging.
Industry & Outlook
Industry Overview
Baconco operates in Vietnam, and as such its business performance is correlated to the country’s
economy, due to the country’s current reliance on the agricultural sector. With 70% of its population
employed in agriculture, Vietnam is now the world’s second largest exporter of rice and coffee, and it
has become the world’s largest exporter of pepper.
Fertilizer consumption benefits from this success in building a large agricultural market. Such a strong
agriculture sector demands significant volumes of fertilizer, with approximately ten million tonnes of
fertilizer being consumed per annum, a level that industry experts believe will remain stable, growing
modestly for the next two to three years.
According to the Ministry of Agriculture and Rural Development, the Vietnam fertilizer market
remained resilient, with total demand reaching seven million tonnes in 2014. The increased use of
single fertilizer (direct application) as opposed to NPK is dependent on raw material prices.
Fertilizer Market
Global Fertilizer Market
According to the International Fertilizer Association (IFA), Asia is the largest consumer of chemical
fertilizers. Asian markets account for 58.7% of the total market share, most of which is consumption
from East and South Asia where there are deficits of nitrogen, phosphate and potash.
A total of three million metric tonnes, two million metric tonnes and seven million metric tonnes, are
therefore consumed respectively.
According to the International Fertilizer Association, the global fertilizer industry will continue to see
an overall surplus in 2014, 2015 and 2016 due to openings of new fertilizer plants. However, Asia will
-47-
continue to experience a shortage of phosphate and potash while there will be a surplus of nitrogen
from 2015 onwards as new nitrogen fertilizer plants will start running that year.
Vietnam’s Fertilizer Industry
According to InterControl, an independent researcher and auditor who studies Vietnam’s fertilizer
industry, the country has three harvest seasons, namely, winter, winter-spring and summer-autumn.
Cultivation land remains stable at 7,600 hectares while productivity (metric ton per hectare) is
gradually increasing 69% of cultivated lands are in southern Vietnam, making the region the country’s
biggest fertilizer market. Moreover, farmers in the South and their counterparts in the North have
different patterns of fertilizer consumption. Southern farmers consider quality and efficiency of
fertilizer as major factors when buying the product while those in the North tend to be more priceconscious.
Demand remains strong however. InterControl expects Vietnam to import approximately 450,000
metric tons of NPK compound fertilizers in 2014.
InterControl believes that the fertilizer industry in Vietnam will not be affected by adverse economic
conditions, and expects fertilizer manufacturers to continue to see their businesses thrive. Moreover,
the opening of new plants producing urea and phosphate which are raw materials in the production of
NPK compound fertilizers will add a surplus of nitrogen and phosphate nutrients for Vietnam. In
effect, this will benefit NPK compound fertilizer producers as raw materials will become cheaper. As
a result, manufacturing costs should see positive downward movement. The opening of new plants
producing urea and phosphate will output a surplus of raw materials such as nitrogen and phosphates,
used in the production of NPK compound fertilizers, and this will put downward pressure on the cost
of raw materials.
The graphic below details (1) actual production volumes (in metric tons) and (2) market shares
(%) of the NPK compound fertilizer in Vietnam.
-48-
Chart: Vietnam Fertilizer Consumption (2002-2017)
Warehouse
Client
Its warehouse clients are made up of its own fertilizer wholesalers, bottlers, raw material importers
and steel pipe manufacturers.
Competition
Warehouses residing outside of the strategic locations in which Baconco’s facilities are located tend to
deliver lower standards. There is very strong demand for professional warehouses and logistics
services within the Phu My industrial zone, where Baconco’s warehouses are located. This demand
will only grow as additional factories and ports continue to be built in the area.
Industry Review
The industrial market in Vietnam is divided into three key economic zones, the Northern Key
Economic Region (“NKER”), the Central Key Economic Region (“CKER”) and the Southern Key
Economic Region (“SKER”), with the greatest concentration of industrial parks found in the latter.
There are ten industrial parks in the vicinity of Baria and Phu My Port alone.
Vietnam’s port systems are going through significant upgrading, particularly those that are stateowned but infrastructure remains a barrier for yards and warehousing systems to accommodate both
containers and bulk cargos. Warehouse development and availability, as well as professional logistics
management, are expected to be key factors in supporting Vietnam’s port infrastructure and industrial
sector.
Warehouse development and availability, as well as professional logistics management, are expected
to be key factors in supporting Vietnam’s port infrastructure and industrial sector.
3.
Assets Used in Business Operation
Fixed Assets
The total assets of Thoresen Thai Agencies Plc. and its subsidiaries as of 30 September 2014 were
Baht 49,330,725,064 of which 29.6 percent was derived from the current assets, mainly consisting of
cash and cash equivalents, trade accounts receivable, inventories and other current assets. The
remaining portion of 70.4 percent was mainly derived from investments and property, plant and
equipment.
-49-
Total assets that appear in the Company’s consolidated financial statement were mainly owned by the
Company and its subsidiaries.
According to the Company’s consolidated financial statement as of 30 September 2014, the Company
and its subsidiaries’ property, plant and equipment, stated at net cost, was at Baht 26,924,235,653
representing 54.6 percent of the total assets.
Type of Assets
Ownership
Land
Building and Factories
Building Improvement
Ocean Vessels, Support Vessels, Supply Vessels and
Tender Rigs
Major Vessel Overhaul
Furniture, Fixtures, Machinery and Equipment
Motor Vehicles
Motor Launches
Barges
Construction in Progress
Total
Owned by TTA
Owned by Mermaid
Owned by UMS
Others
Owned by TTA
Owned by Mermaid
Owned by UMS
Owned by Baconco
Others
Owned by TTA
Owned by Mermaid
Owned by UMS
Others
Owned by TSS
Owned by Mermaid
Owned by TSS
Owned by Mermaid
Owned by TTA
Owned by TSS
Owned by Mermaid
Owned by UMS
Owned by Baconco
Others
Owned by Mermaid
Owned by UMS
Owned by Baconco
Others
Owned by Mermaid
Owned by UMS
Owned by Mermaid
Owned by UMS
Owned by Baconco
Book Value – Net
(Baht ’000)
99,947
27,134
372,334
108,217
64,637
64,218
222,872
360,621
156,094
12,920
8,107
20,759
3,430
12,559,325
7,486,164
211,830
546,317
4,900
73,611
1,761,486
122,191
63,649
10,997
24,713
6,970
21,374
10,593
21,510
93,101
2,264,675
10,756
108,784
26,924,236
Obligations
•
•
•
•
Some of ocean vessels with the book value of USD 247.3 million (30 September 2013: USD
193.9 million) are put up with financial institutions as collateral for the loans of USD 131.8
million (30 September 2013: USD 104.0 million).
Some of subsea vessels and a tender rig with the book value of USD 201.7 million (30 September
2013: USD 211.2 million) are put up with financial institutions as collateral for the loans and
overdraft of USD 1,129.5 million and USD 110.0 million (30 September 2013: USD 1,129.5
million and USD 110.0 million).
Some of barges with the book value of USD 123.1 million (30 September 2013: USD 127.7
million) are put up with financial institutions as collateral for the long term loans of USD 125.0
million (30 September 2013: USD 125.0 million).
Some part of land and buildings with the book value of Baht 602.8 million or USD 2.6 million or
VND 81,359 million (30 September 2013: Baht 607.7 million or USD 2.9 million or VND
48,769) are put up with financial institutions as collateral for the overdraft facilities, loan
-50-
facilities, and letters of guarantee for a total value of Baht 905.0 million and USD 7.0 million (30
September 2013: Baht 900.0 million and VND 117,575 million).
4.
4.1
Board of Directors, Management, and Top Ten Major Shareholders
List of Board of Directors as of 30 January 2015
1) Mr. Prasert Bunsumpun
2) Mr. Chalermchai Mahagitsiri
3) Mr. Jean Paul Thevenin
4) Mr. Chia Wan Huat Joseph
5) Mr. Krish Follett
6) Mr. Santi Bangor
7) Ms. Ausana Mahagitsiri
8) Mr. Mohammed Rashed
Ahmad M. Al Nasseri
9) Mr. Yves Barbieux
10) Mr. Cherdpong Siriwit
4.2
List of Management as of 30 January 2015
1) Mr. Chalermchai Mahagitsiri
2) Mr. Somporn Chitphentom
3) Mr. David Ng
4) Ms. Urai Pluemsomran
5) Mr. Chatree Akaracharanya
4.3
Chairman of the Board/Chairman of Executive
Committee
President & Chief Executive Officer/Member of
Executive Committee
Director/Member of Executive Committee
Director/Chairman of Risk Management
Committee/Member of Executive Committee
Independent Director/Chairman of Audit
Committee/Member of Corporate Governance
Committee
Independent Director/Chairman of Nomination and
Remuneration Committee/Chairman of Corporate
Governance Committee/Member of Audit Committee
Director/Member of Nomination and Remuneration
Committee/Member of Corporate Governance
Committee
Independent Director/Member of Nomination and
Remuneration Committee
Director
Independent Director/Member of Audit Committee/
Member of Risk Management Committee
President & Chief Executive Officer
Executive Vice President, Corporate Finance and
Accounting
Acting Executive Vice President, Corporate Strategy
Executive Vice President, Corporate Risk
Management and Compliance
Executive Vice President, Head of Food and Beverage Group
List of Top Ten Major Shareholders as of 7 January 2015 (Latest closure date of share register
book)
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Name
No. of shares
Mr. Chalermchai Mahagitsiri
Raffles Resources 1 Ltd.
Ms. Ausana Mahagitsiri
Thai NVDR Co., Ltd.
Nortrust Nominees Ltd.
Mrs. Suvimol Mahagitsiri
Mr. Nares Ngamapichon
K Equity LTF
Mr. Prateep Tangmatitham
EAST FOURTEEN LIMITEDDIMENSIONAL EMER MKTS VALUE FD
-51-
213,428,893
69,802,309
50,568,384
37,471,398
28,551,939
19,889,445
13,978,300
11,778,500
11,711,648
10,463,770
% of
shareholding
16.40
5.37
3.89
2.88
2.19
1.53
1.07
0.91
0.90
0.80
No.
Name
No. of shares
Total Top 10 shareholders
Other shareholders
Total shares
467,644,586
833,531,562
1,301,176,148
% of
shareholding
35.94
64.06
100.00
5
History of Capital Increases and Dividends Payment for the Past Three Years
5.1
History of Capital Increases as of 30 January 2015
New
Previous
Date
Registered
Paid-up
Registered
Paid-up
Jan. 2010
933,052,865
708,004,413
933,004,413
708,004,413
Feb. 2011
933,004,413
708,004,413
833,004,413
708,004,413
Jan. 2012
833,004,413
708,004,413
783,004,413
708,004,413
Dec. 2012
783,004,413
708,004,413
708,004,413
708,004,413
Jan. 2013
708,004,413
708,004,413
1,132,807,060
708,004,413
Feb. 2013
1,132,807,060
708,004,413
1,132,807,060
991,206,164
Jun. 2013
1,132,807,060
991,206,164
1,132,807,060
991,837,961
Sep. 2013
1,132,807,060
991,837,961
1,132,807,060
991,596,491
Dec. 2013
1,132,807,060
993,596,491
1,132,807,060
993,701,962
Jan. 2014
1,132,807,060
1,544,105,835
1,544,105,835
1,544,105,835
1,544,105,835
1,544,105,835
993,701,962
993,701,962
1,292,041,997
1,292,234,815
1,301,174,740
1,301,176,148
1,544,105,835
1,544,105,835
1,544,105,835
1,544,105,835
1,544,105,835
2,276,847,250
993,701,962
1,292,041,997
1,293,234,815
1,301,174,740
1,301,176,148
1,301,176,148
Mar. 2014
Jun. 2014
Sep. 2014
Dec. 2014
Jan. 2015
Source: SETSMART
5.2
Dividend Payout Policy
The timing and amount of dividends, if any, will depend on the Company’s operational
results, financial condition, cash requirements and availability, restrictions in financing
agreements, and other factors deemed relevant by our Board. Because the Company is a
holding company with no material assets other than the shares held in the subsidiaries and
affiliates, the Company’s ability to pay dividends to shareholders depends on the earnings
and dividend distributions of the Company’s subsidiaries and affiliates.
TTA has established a policy to distribute dividends of at least 25 percent of the
consolidated net profit after tax but excluding unrealized foreign exchange gains or losses,
subject to the Company’s investment plans and other relevant factors. The Board may
review and revise the dividend policy from time to time to reflect the Company’s future
business plans, the needs for investment, and other factors, as the Board deems appropriate.
However, dividend distributions may not exceed the retained earnings reported in the
financial statements of the Company only.
-52-
The declaration and payment of dividends will always be subject to Thai law. For example,
Thai law prescribes that the declaration and payment of dividends is subject to the discretion
of the shareholders’ meeting on the recommendation of the Board (for final dividends) or at
the discretion of the Board (for any interim dividends). Furthermore, Thai law generally
prohibits the payment of dividends other than from profits (net profits plus retained earnings
less any accumulated losses) and provided that the company first maintains a minimum
reserve fund of 10 percent of the capital of the company, or higher if determined by
company regulations, and cannot be made while a company is insolvent or would be
rendered insolvent by the payment of such a dividend.
Most of TTA’s subsidiaries have adhered to a policy to pay dividends to TTA at not less
than 70 percent of their net profit, except for the small shipping services companies,
Mermaid, UMS and PMTA. As listed companies on the SGX-ST and MAI, respectively, and
PMTA is going to be listed on the SET, their Board of Directors must apply the same level
of care and judgment when recommending dividends as the TTA Board. Mermaid’s, UMS’s
and PMTA’s possible dividend payments will depend on various factors, including return on
equity and retained earnings, expected financial performances, projected level of capital
expenditures and other investment plans, and restrictions on payment of dividends that may
be imposed by its financing arrangements.
5.3 History of Dividend Payments for the past three years
Date of Payment
23 Feb. 2010
23 Mar. 2011
18 Jul. 2011
23 Feb. 2012
23 Feb. 2015
6
Type of Dividends
Cash dividend
Cash dividend
Cash dividend
Cash dividend
Cash dividend
Dividend Amount
0.54 Baht / share
0.26 Baht / share
0.50 Baht / share
0.50 Baht / share
0.25 Baht / share
Information of Subsidiaries
The Company’s investments of more than 10 percent of the interests in other companies, as of 30
September 2014 are as follows:
No.
Name of Company
Type of
Shares
# of Issued
Shares
# of
Invested
Shares
% of
Holding
Par
Value
99.9/1
THB
10
Group Transport
Type of Business: Ship Management
Thoresen & Company (Bangkok)
Limited
Ordinary
26/26-27 Orakarn Building, 8th Floor
Preference
Chidlom Road, Lumpinee, Pathumwan
Bangkok 10330
Tel. : +66 (0) 2250-0569
2
Premo Shipping Plc.
Ordinary
26/32-34 Orakarn Building, 10th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2250-0569
Type of Business : International Maritime Transportation
3
Thoresen Chartering (HK) Limited
Ordinary
9,470,000
9,470,000
1
Suite B, 12th Floor, Two Chinachem
Plaza
135 Des Voeux Road Central, Hong
Kong
3,030,000
3,029,994
73,935,500
73,935,190
99.9
THB
100
500,000
499,999
99.9
HKD
1
-53-
No.
4
5
6
7
Name of Company
Thoresen Shipping Singapore Pte. Ltd.
3 Church Street, #22-06 Samsung Hub
Singapore 049483
Tel. : +65 6578-7000
Thoresen Shipping Germany GmbH
Stavendamm 4a, 28195
Bremen, Germany
Tel. : 421 336 52 22
Thoresen Shipping Denmark ApS
Tuborg Boulevard 12, 3.
2900 Hellerup, Denmark
Thoresen Shipping South Africa (PTY)
Ltd.
2401 ABSA Centre, Heerengracht, Cape
Town
Western Cape 8001, South Africa
Tel. : +27 21 680 5025
Type of Business : Ship Agency
8
Thoresen Shipping and Logistics Ltd.
26/26-27 Orakarn Building, 8th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2254-0266
9
Gulf Agency Company (Thailand) Ltd.
26/30-31 Orakarn Building, 9th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2650-7400
10 Thoresen Shipping FZE
1901-19th Floor, Golden Tower
11
Opp. Marbella Resort, Al Buhairah
Corniche
Road, Sharjah, UAE
Tel. : 971-6-574 2244
Thoresen (Indochina) S.A.
17th Floor, Petroland Tower
12 Tan Trao Street, Tan Phu Ward
District 7
Ho Chi Min City, Vietnam
Tel. : +84 8 5411 1919
Type of Business : Ship Brokerage
12 Fearnleys (Thailand) Ltd.
26/55 Orakarn Building, 15th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2253-6160
13 Thoresen Chartering (Pte) Ltd.
3 Church Street, #22-06 Samsung Hub
Singapore 049483
Tel. : +65 6578-7000
Type of Business : Oil and Gas Tankering
14
Petrolift Inc.
Type of
Shares
Ordinary
# of Issued
Shares
434,417,561
# of
Invested
Shares
434,417,561
Ordinary
25,000
Ordinary
% of
Holding
100.0
Par
Value
SGD
1
25,000
100.0
EUR
1
80,000
80,000
100.0/1
DKK
1
Ordinary
3,000
3,000
100.0/1
-
Ordinary
500,000
245,000
49.0
THB
100
Ordinary
22,000
11,215
51.0
THB
1000
Ordinary
1
1
100.0
AED
550,550
Ordinary
2,500
1,250
50.0
USD
100
Ordinary
135,000
66,144
49.0
THB
100
Ordinary
100,000
100,000
100.0
SGD
1
Ordinary
1,259,350,452
503,740,176
40.0/4
PHP
6th Floor, Mapfre Insular Corporate
Center
Madrigal Business Park I, 1220
1
-54-
No.
Name of Company
Type of
Shares
# of Issued
Shares
# of
Invested
Shares
% of
Holding
Par
Value
Ordinary
1,413,081,038
700,000,000
57.4
THB
Acacia Avenue, Ayala Alabang
Muntinlupa City, Philippines
Group Energy
Type of Business : Offshore Services
15 Mermaid Maritime Plc.
20,398,420/3
90,934,393/4
26/28-29 Orakarn Building, 9th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2255-3115-6
Type of Business : Coal Mining
1
16
Merton Group (Cyprus) Ltd. /6
Nikou Kranidioti 7D, Tower 4, 3rd Floor
Flat/Office 302, Egkomi, PC 2411
Nicosia, Cyprus
Ordinary
63,370
8,704
13.7/4
USD
1
17
Qing Mei Pte. Ltd. /6
24 Duxton Hill
Singapore 089607
Ordinary
12,600,000
4,200,000
33.3/4
USD
1
99.9
THB
100
51.0
THB
100
Group Infrastructure
Type of Business : Ship Supplies, Logistics, Ship Stevedoring and Transportation
Chidlom Marine Services & Supplies
18 Ltd.
Ordinary
700,000
699,993
26/22-23 Orakarn Building, 7th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2250-0569
19 GAC Thoresen Logistics Ltd.
Ordinary
750,000
382,496
26/30-31 Orakarn Building, 9th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 3818-5090-2
Type of Business : Port Operations
Sharjah Ports Services LLC
P.O.Box 510, Port Khalid
Sharjah, United Arab Emirates
Tel. : 971-6-528 1327
Ordinary
150,000
73,500
49.0/2
AED
100
21
Baria Serece
Phu My Borough, Tan Thanh District
Baria Vung Tau Province, Vietnam
Tel. : +84 64 3876 603
Type of Business : Coal Logistics Business
Ordinary
2,039,080
407,816
20.0/4
VND
100,000
22
Ordinary
153,454,064
136,083,041
88.7/3
THB
0.5
100.0/5
-
20
Unique Mining Services Plc.
26/54-55 Orakarn Building, 15th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2655-7501-2
Type of Business : Fertilisers Business
23
Baconco Co., Ltd.
Phu My I Industrial Park, Tan Thanh
Town
Baria Vung Tau Province, Vietnam
Tel. : +84 64 3893 400
Charter capital is VND 377,072,638,790
-55-
No.
Name of Company
# of
Invested
Shares
% of
Holding
Par
Value
130,000,000
130,000,000
100.0
SGD
1
Ordinary
1,000,000
999,993
99.9
THB
100
Ordinary
93,100,000
93,099,998
99.9
THB
10
Ordinary
60,000,000
599,993
99.9
THB
100
Type of
Shares
# of Issued
Shares
Ordinary
Others
Type of Business : Investment Holding
24 Soleado Holdings Pte. Ltd.
3 Church Street, #22-06 Samsung Hub
Singapore 049483
Tel. : +65 6578-7000
25 Athene Holdings Ltd.
26/32 Orakarn Building, 10th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2254-8437
26 PM Thoresen Asia Holdings Plc.
26/22-23 Orakarn Building, 7th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2254-8437
Type of Business : Service Provider
27 Thoresen Services Center Ltd.
26/22-23 Orakarn Building, 7th Floor
Soi Chidlom, Ploenchit Road, Lumpinee
Pathumwan, Bangkok 10330
Tel. : +66 (0) 2254-8437
Note: /1 indirectly held through Thoresen Shipping Singapore Pte. Ltd.
/2 indirectly held through Thoresen Shipping FZE
/3 indirectly held through Athene Holdings Ltd.
/4 indirectly held through Soleado Holdings Pte. Ltd.
/5 indirectly held through PM Thoresen Asia Holdings Plc.
/6 The Investments were classified as assets held for sale under current asset in the consolidated
financial statements as at 30 September 2014.
-56-
Part 3 Comparative Financial Information for the Past Three Years
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statement of Financial Position as at 30 September
Assets
As at
As at
As at
30-Sep-12
30-Sep-13
30-Sep-14
(restated)
Thousand
(restated)
%
Thousand
.
%
Thousand
%
CURRENT ASSETS
Cash and cash equivalents
3,589,424
Restricted cash at financial institution
-
Short-term investment
8.80
-
7,458,387
-
17.23
6,289,847
-
-
12.75
-
802,920
1.97
503,207
1.16
1,342,450
2.72
2,665,169
6.53
3,966,227
9.16
4,243,971
8.60
426,494
1.05
841,457
1.94
428,153
0.87
Amounts due from related parties
62,062
0.15
5,222
0.01
6,774
0.01
Current portion of long-term receivables from a related party
31,251
0.08
3,323
0.01
277,459
2,212,370
Trade accounts receivable - others
Other accounts receivable
Current portion of long-term loans to related companies
Deferred contract costs
Inventories, Vessels supplies and spareparts
Assets held for sale
Other current assets
Total current assets
-
-
-
2,573
-
0.01
2,073
-
0.68
261,202
0.60
203,385
0.41
5.42
1,755,946
4.06
1,355,848
2.75
-
-
-
-
149,416
0.30
446,155
1.09
560,746
1.30
563,776
1.14
15,354,967
35.46
14,585,693
29.57
10,516,627
25.78
Long-term portion of receivables from a related party
-
-
-
-
-
-
Long-term loans to related parties
-
-
-
-
-
-
Investments
3,856,023
9.45
5,038,666
11.64
5,972,030
12.11
Goodwill, net
1,478,996
3.63
968,661
2.24
978,620
1.98
497,506
1.22
316,428
0.73
246,558
0.50
INTANGIBLE ASSETS, net
Land
Buildings
608,871
1.49
606,808
1.40
607,632
1.23
1,258,149
3.08
1,397,479
3.23
1,433,327
2.91
192,537
0.47
198,821
0.46
191,055
0.39
25,099,395
61.52
26,687,688
61.64
31,878,884
64.62
3,448,003
8.45
3,917,154
9.05
4,367,616
8.85
Building improvements
Ocean vessels
Furniture, fixtures and equipment
Motor vehicles
118,867
0.29
141,305
0.33
164,240
0.33
Motor launches
2,185
0.01
27,575
0.06
33,049
0.07
Barge
139,907
0.34
140,374
0.32
140,374
0.28
Dry-docking
948,438
2.32
1,706,007
3.94
1,893,545
3.84
Deposit for purchase of ocean vessels
Construction in progress
Less : Accumulated depreciation
Less : Impairment
PROPERTY AND EQUIPMENT, net
-
-
-
-
-
-
2,879,386
7.06
206,302
0.48
2,390,621
4.85
(9,818,322)
(24.07)
(9,796,868)
(22.63)
(11,877,999)
(24.08)
(892,879)
(2.19)
(4,298,108)
(9.93)
(4,298,108)
(8.71)
23,984,537
58.79
20,934,537
48.35
26,924,236
54.58
Deferred tax assets
-
213,047
0.49
178,083
0.36
OTHER ASSETS
463,536
-
1.14
471,502
1.09
445,506
0.90
TOTAL ASSETS
40,797,225
100.00
43,297,808
100.00
49,330,726
100.00
-57-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statement of Financial Position as at 30 September (Cont’)
LIABILITIES AND SHAREHOLDER'S EQUITY
As at
As at
As at
30-Sep-12
30-Sep-13
30-Sep-14
(restated)
(restated)
.
Thousand
%
Thousand
%
Thousand
%
CURRENT LIABILITIES
Bank overdrafts
7,230
0.02
12,140
0.03
4,244
0.01
Short-term loan
1,263,004
3.10
1,168,349
2.70
284,044
0.58
Trade accounts payable - others
1,269,526
3.11
1,382,044
3.19
1,229,828
2.49
64,493
0.16
71,835
0.17
152,607
0.31
Other accounts payable
Amounts due to related parties
11,632
0.03
14,314
0.03
7,576
0.02
225,776
0.55
166,686
0.38
171,248
0.35
Short-term loan from related parties
-
-
-
-
-
-
Current portion of convertible bonds
-
-
-
-
1,999,445
4.05
3,323,638
8.15
5.27
2,278,899
4.62
Advances from customers
Current portion of long-term loans
Current portion of emloyee benefit obligations
Current portion of share subscription payable
Accrued income tax
Accrued expenses
Other current liabilities
Total current liabilities
Long-term loan from related parties
Bonds, net
Long-term portion of share subscription payable
Long-term loans
Deferred tax liabilities
Retirement benefit obligations
Total liabilities
Non-controlling interests
-
-
33,792
0.08
62,826
880,555
2,283,851
-
-
-
34,408
-
0.08
66,047
0.13
0.15
158,174
0.37
154,030
0.31
2.16
1,432,126
3.31
1,580,745
3.20
224,479
0.55
170,646
0.39
363,114
0.74
7,366,951
18.06
6,894,573
15.92
8,291,827
16.81
-
-
3,995,530
-
9.79
3,996,772
-
-
9.23
-
1,998,569
4.05
42,020
0.10
42,786
0.10
5,399,183
13.23
6,637,193
15.33
7,165,527
14.53
-
-
-
-
176,325
0.41
163,757
0.33
0.25
108,640
0.25
111,663
0.23
16,904,157
41.43
17,856,289
41.24
17,731,343
35.94
5,213,092
12.78
7,318,081
16.90
7,873,603
15.96
100,473
SHAREHOLDERS’ EQUITY
Registered share capital
783,004
1,132,807
1,544,106
Issued and fully paid-up
Ordinary shares
Preferences shares
Share subscriptions received in advance
Capital surplus - share premium
Premium on ordinary shares in subsidiary
Currenry translation differences
Unrealized gain (loss) in marketable securities
Capital reserve - adjustment arising
Share-based payment reserves
708,004
1.74
-
-
-
-
-
1,540,410
991,838
-
3.78
5,232,142
2.29
-
1,293,235
2.62
-
-
-
-
12.08
-
9,161,644
18.57
2,488,790
6.10
2,474,924
5.72
2,456,586
4.98
(2,299,512)
(5.64)
(1,904,393)
(4.40)
(1,536,813)
(3.12)
9,853
0.02
(14,281)
(0.03)
(7,771)
(0.02)
(50,030)
(0.12)
(50,030)
(0.12)
(50,030)
(0.10)
366
-
828
-
1,290
-
93,500
0.23
93,500
0.22
98,830
0.20
Retained earnings
Appropriated - legal reserve
16,188,595
39.68
11,298,910
26.10
12,308,809
24.95
Total shareholders' equity
Unappropriated
18,679,976
45.79
18,123,438
41.86
23,725,780
48.10
Total liabilities and shareholders' equity
40,797,225
100.00
43,297,808
100.00
49,330,726
100.00
Book value per share (baht)
Par value per share (baht)
Weighted average ordinary shares (shares)
26.38
20.92
20.48
1.00
1.00
1.00
708,004,413
866,439,359
1,158,211,991
-58-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statements of Income
As at
As at
As at
30-Sep-12
30-Sep-13
30-Sep-14
(restated)
(restated)
.
Thousand
%
Thousand
%
Thousand
%
REVENUES
Revenues from services
Freight charges
3,528,456
21.58
4,746,612
25.71
6,887,489
32.14
Offshore service income
5,721,167
35.00
8,243,401
44.65
10,088,183
47.07
316,079
1.93
332,336
1.80
253,963
1.19
6,781,505
41.48
5,140,740
27.84
4,201,603
19.61
16,347,207
100.00
18,463,089
100.00
21,431,238
100.00
Vessels operating expenses
3,188,767
23.11
4,742,727
29.75
6,219,423
39.02
Offshore service expense
4,432,089
32.12
6,668,705
41.83
8,233,895
51.65
Service and commission income
Revenues from sales
Total revenues
COSTS
Cost of providing services
Service and commission expenses
Costs of sales
Total costs
Gross profits
Other operating income
Profits before expenses
Selling expense
109,042
0.79
144,128
0.90
132,790
0.83
6,067,732
43.98
4,385,064
27.51
3,386,129
21.24
13,797,630
100.00
15,940,624
100.00
17,972,237
112.74
2,549,577
2,522,465
3,459,001
315,369
289,611
339,593
2,864,946
2,812,076
362,479
5.55
Administrative Expenses
1,890,679
28.95
Impairment charges and write-offs
4,277,362
65.50
6,530,520
100.00
7,232,912
Total expenses
Operating profits
Share of profit (loss) of associate and joint venture
Profits before financial costs
Finance costs
Profits before income taxes
Income tax
Net profits for the year
(3,665,574)
129,426
3.88
315,222
4.36
2,057,388
28.44
2,213,049
30.60
4,894,819
67.67
24,927
0.34
100.00
2,553,198
35.30
(4,420,836)
(2.88)
(3,536,148)
(753,858)
3,798,594
280,705
1,245,396
254,662
(4.97)
(4,166,174)
16.77
(4,290,006)
1,186,091
116.83
2,431,487
(509,625)
9.96
(4,675,799)
(491,859)
(48.45)
1,939,628
(165,880)
3.69
(240,151)
4.69
(314,353)
(30.96)
(4,455,886)
99.14
(4,915,950)
96.03
1,625,275
160.09
(4,494,434)
100.00
(5,119,059)
100.00
1,015,229
100.00
38,548
(0.86)
203,109
(3.97)
610,046
60.09
(4,455,886)
99.14
(4,915,950)
96.03
1,625,275
160.09
Attributable to:
Shareholders of the parent
Non-controlling interests
Earning (loss) per share (baht) (*)
(6.35)
Par value per share (baht) (**)
Weighted average ordinary shares (**)
(5.91)
0.88
1.00
1.00
1.00
708,004,413
866,439,359
1,158,211,991
-59-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statements of Cash Flows for the Years Ended 30 September
(Unit : Baht Thousand)
2012
2013
2014
(restated)
(restated)
(4,455,886)
(4,915,950)
1,625,275
1,441,412
1,484,461
1,443,406
Amortisation on deferred dry-docking expenses
264,526
270,221
324,877
Amortisation on intangible assets
114,937
110,747
90,858
Amortisation on prepayments
Bad and doubtful debts expense
3,571
3,432
3,611
96,055
83,785
9,967
(52,486)
(108,818)
(52,368)
Cash flows from operating activities
Net income (loss) before tax
Adjusted by :
Depreciation
Reversal of allowance for doubtful accounts and provision for unrecoverable
value added tax
Impairment (reversal) on inventories and vessels supplies and spare parts
-
-
-
Impairment on receivables from related parties and loans to related parties
908,081
10,123
0
Allowance for impairment on inventories
107,639
243,294
(289,168)
-
120,245
-
2,318,666
516,031
-
904,414
3,925,266
15,017
8,207
79,839
0
-
-
-
16,598
-
9,910
Impairment on investments in an associate and a joint venture
Impairment on goodwill
Impairment and write-off on property, plant, and equipment
Impairment on intangible assets
Losses from write-off of pending for insurance claim and deposit
Losses from write-off on withholding taxes
Convertible bond interest expenses
-
-
-
Finance costs
753,858
509,625
491,859
Income tax expenses
165,880
240,151
314,353
Net (gain) loss from sales of property, plant, and equipment and intangible assets
Net gains on compensation for termination of property, plant, and equipment
23,472
(45,969)
(5,247)
-
(14,882)
-
Dividend income from short-term investments
(5,845)
(1,795)
(1,606)
-
-
-
Dividend income from associates
Dividend income from subsidiaries
Gains on convertible bonds cancellation
Net (gains) losses on disposals of investments in a subsidiary and an associate
Net (gain) loss on sales of short-term investments
Share of net (income) loss of associates and joint venture
-
-
-
(841)
-
-
5
-
9,249
4,904
(32,284)
(110)
(129,426)
(254,662)
(1,186,091)
Unrealized loss on exchange rate from long-term loans
(80,668)
(46,704)
29,421
Realized (gain) loss on exchange rate from long-term loans
Gains from settlement of cross currency and interest rate swap agreements
(15,440)
-
(1,411)
(6,998)
(11,653)
4,865
366
462
462
Expenses for share based payment
-60-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statements of Cash Flows for the Years Ended 30 September (Cont’d)
(Unit : Baht Thousand)
Net profit from operations before changes in working capital
2012
2013
(restated)
(restated)
2014
2,385,001
2,164,965
2,837,129
Trade accounts receivable
(5,645)
(697,755)
(1,268,223)
Other accounts receivable
212,882
(15,749)
(152,977)
15,164
(536,918)
1,069,992
561,521
22,283
1,007,186
(247,235)
196,146
(303,492)
2,093
(39,770)
(9,938)
Working capital
Receivables from related parties
Inventories
Vessel supplies and spare parts
Prepayments
Other current assets
(194,669)
(63,050)
93,569
Other non-current assets
135,518
(12,961)
28,334
Trade accounts payable - others
440,971
91,116
(184,711)
4,571
2,578
(6,951)
Payables to related parties
Other accounts payable
(53,349)
1,239
(124,441)
(139,101)
(47,073)
55,030
Accrued income taxes
(34,131)
(17,321)
94,079
Accrued expenses
(13,206)
524,875
116,462
Other current liabilities
(91,004)
77,404
188,860
Employee benefit obligations
(67,134)
8,317
6,960
Exchange difference from converion of overseas companies
(36,754)
97,976
33,198
Finance costs paid
(685,156)
(504,752)
(495,112)
Income taxes paid
(221,380)
(108,559)
(402,325)
1,968,957
1,142,991
2,582,629
Advances from customers
Cash generated from operations
Net cash inflow from operating activities
-61-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Statements of Cash Flows (Cont’d) For the Years Ended 30 September
(Unit : Baht Thousand)
2012
2013
(restated)
(restated)
2014
Cash flows from investing activities
Purchases of property, plant, and equipment
(1,453,847)
(1,651,519)
(6,757,408)
Payments for dry-docking
(235,343)
(760,214)
(200,625)
Payment for short-term loans to related companies
(125,666)
(9,209)
0
Payments for long-term loans to related companies
0
0
0
(87,639)
(1,122,228)
(113,144)
5,845
1,795
1,606
Payments for investments in related companies
Dividend received from investments
Dividend received from associate
31,668
36,855
64,844
Dividend received from joint venture
47,896
119,644
173,075
Proceeds from sales of fixed assets
Net proceeds (payments) from short-term investments
Proceeds from sales of investments in subsidiaries and associate
Proceeds from settlement of long-term loans
9,044
367,501
8,590
170,955
313,668
(816,935)
584
-
49,328
-
-
112,924
-
Proceed from settlement of short-term loans to related companies
-
-
30,930
31,251
-
-
750
500
(1,605,573)
(2,671,706)
(7,477,245)
Net proceeds (repayments) from bank overdrafts
-
-
-
Proceeds from short-term loans from related companies
Proceeds from long-term loans
-
-
-
2,941,975
1,037,951
1,525,219
Net repayments of short-term loans
(147,668)
(96,715)
(681,630)
Proceeds from settlement of business co-operation to a related party
Proceeds from settlement of long-term loans to related companies
Net cash (outflow) from investing activities
Cash flows from financing activities
Repayments of short-term loans from related parties
(4,500)
-
-
Repayments of long-term loans and finance lease liabilities
(1,879,533)
(978,010)
(1,453,904)
Payment for convertible bond redemption
(1,130,281)
-
-
Payment for convertible bond cancellation
(106,088)
-
-
Dividend paid
(357,481)
(1)
(88)
Dividends paid from a subsidiary to minorities
-
(9,215)
(159,361)
Proceeds from capital increase
-
3,975,566
4,230,899
Proceeds from increase of investment from non-controlling interests of a subsidiary
Net proceeds from settlement of cross currency and interest rate swap agreements
Net cash inflow (outflow) from financing activities
-
1,464,401
396,698
6,998
11,653
(4,865)
(676,578)
5,405,630
3,852,968
Net increase (decrease) in cash and cash equivalents
(313,194)
3,876,915
(1,041,648)
Cash and cash equivalents at beginning of year
Effect of deconsolidation
3,799,848
3,582,194
7,446,247
-
(90,560)
95,540
(12,862)
(28,436)
3,582,194
7,446,247
6,285,603
445
21,525
8,440
Unpaid liabilities from purchase of fixed assets
11,684
12,085
255,981
Unpaid liabilities from hire pruchase agreement
-
-
-
Unpaid liabilities from convertible issuing costs
-
-
-
Stock dividends issuance
-
-
-
-
Effect of exchange rate changes
Cash and cash equivalents at end of year
on-cash transactions
Unpaid liabilities from dry-docking
Dividend income receivable from an associate
Dividend payable
Private placement receivables
-62-
-
-
-
4,073
4,073
3,985
-
399,214
-
Thoresen Thai Agencies Public Company Limited and its Subsidiaries
Financial Ratios
For the year ended
For the year ended
For the year ended
30-Sep-12
30-Sep-13
30-Sep-14
(restated)
(restated)
LIQUIDITY RATIO
Current ratio
times
1.43
2.23
1.76
Quick ratio
times
1.09
1.93
1.57
Cash flow liquidity ratio
times
0.29
0.16
0.34
Receivable turnover
times
6.07
5.57
5.22
Collection period
days
60.27
65.55
69.91
Account payable turnover
times
13.75
12.58
14.52
Payment period
days
26.61
29.01
25.13
PROFITABILITY RATIO
Gross profit margin
%
15.60
13.66
16.14
Net profit margin
%
(27.49)
(27.73)
4.74
Return on equity
%
(20.36)
(27.82)
4.85
EFFICIENCY RATIO
Return on total assets
%
(10.12)
(12.17)
2.19
Return on fixed assets
%
(11.28)
(15.41)
10.53
times
0.38
0.45
0.50
Debt to equity ratio
times
0.59
0.55
0.43
Interest coverage
times
(6.78)
(9.11)
2.57
Capital commitment coverage (cash basis)
times
0.17
0.11
0.22
%
0.00
0.00
0.00
Asset turnover
FINANCIAL POLICY RATIO
Payout ratio
PER SHARE
Par value per share
baht
1.00
1.00
1.00
Book value per share
baht
33.75
29.36
27.28
Earnings per share
baht
(6.35)
(5.91)
0.88
Dividend per share
baht
0.00
0.00
0.00
Operating revenues
%
(6.93)
12.94
16.08
Operating expenses
%
(7.71)
15.65
13.85
Net income
%
(2,694.95)
(13.90)
119.83
Total assets
%
(15.06)
6.13
13.93
Total liabilities
%
(1.81)
5.63
(0.70)
GROWTH RATE
Calculation formula:
Collection and payment periods
Gross profit margin
:
:
Net profit margin
:
Return on equity
Assets turnover
Book value per share
:
:
:
Number of days in each calendar year
Gross profit/main revenue from operation, excluding other revenues and profit
or loss from exchange rate
Net profit/main revenue from operation, excluding other revenues and profit or
loss from exchange rate
Net profit of the parent/average shareholders’ equity of the parent
Total revenues, excluding profit or loss from exchange rate/total average assets
Shareholders’ equity/weighted average number of ordinary shares outstanding
Remark:
FY 2012 is restated figure for applied TAS 21 retrospectively in respect of functional currency (adopted in 2013)
but not restated/applied TAS 12 (adopted in 2014).
FY 2013 is restated figure for applied TAS 12 retrospectively in respect of income taxes.
-63-
-Translation"This English translation has been prepared solely for the convenience of foreign shareholders of
Thoresen Thai Agencies Public Company Limited and should not be relied upon as a definitive and
official document of the Company. The Thai version of this document is the definitive and official
document and shall prevail in all respects in the event of any inconsistency with the English
translation."
Enclosure 6
Rights and Duties of the Warrant Issuer and
Holders of the Warrants to Purchase Ordinary Shares of
Thoresen Thai Agencies Public Company Limited No. 5
Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited No. 5
(“Warrants” or “TTA-W5”) are issued by Thoresen Thai Agencies Public Company Limited (the
“Company” or “TTA” or the “Warrant Issuer”) according to the resolution of the Annual General
Meeting of Shareholders No. 1/2015 held on 28 January 2015.
The Warrant Holders shall be entitled to the rights as described in this Warrant Covenant and the
Warrant Issuer and Warrant Holders shall be obligated according to this Warrant Covenant in all
respects. It shall also be deemed that the Warrant Holders fully acknowledge and understand all the
terms and conditions set forth herein. The Warrant Issuer shall arrange to have a copy of this Warrant
Covenant at the Company’s head office to allow the Warrant Holders to review during the Company’s
business hours.
Definition
Words and phrases used in this Warrant Covenant shall have the following meanings.
“Warrant Covenant”
means
The warrant covenant prescribing the rights and
duties of the Warrant Issuer and Holders of the
Warrants to purchase ordinary shares of Thoresen
Thai Agencies Public Company Limited No. 5
(“Warrants” or “TTA-W5”) (including any
amendment (if any))
“Warrants” or “TTA-W5”
means
Registered and transferable Warrants to purchase
ordinary shares of Thoresen Thai Agencies Public
Company Limited No.5 allocated to existing
shareholders of the Company in proportion to their
shareholding
“Warrant Certificate(s)”
means
The warrant certificate issued by Thailand Securities
Depository Company Limited to be a replacement of
the Warrants to purchase ordinary shares of Thoresen
Thai Agencies Public Company Limited No. 5
“Company” or “TTA”
“Warrant Issuer”
“Warrant Holder(s)”
or means
means
Thoresen Thai Agencies Public Company Limited
Legal holder of Warrants to purchase ordinary shares
of Thoresen Thai Agencies Public Company Limited
No. 5.
-1-
“Issuance Date”
means
13 March 2015
“Exercise Date”
means
The date on which the Warrant Holders can exercise
the right to purchase the Company’s ordinary shares
as specified in clause 2.1
“Notification Period”
means
The period
wishing to
Company’s
intention to
clause 2.2
“First Exercise Date”
means
The last Business Day of June 2015 i.e., 30 June 2015
“Last Exercise Date”
means
28 February 2019
“Business Day”
means
The date on which commercial banks in Bangkok
operate which is not Saturday or Sunday or any bank
holiday as announced by the Bank of Thailand
“Office of the SEC”
means
The Office of Securities and Exchange Commission
“SET”
means
The Stock Exchange of Thailand
“Warrant Registrar” or "TSD"
means
Thailand Securities Depository Co., Ltd.
“Notification TorJor. 34/2551”
means
Notification of Capital Market Supervisory Board
No. Tor Jor 34/2551 re: Application for Permission
and Permission to Offer Warrants to Purchase Newly
Issued Shares and the Newly Issued Shares Reserved
for New Warrants, dated 15 December 2008 (as
amended)
“Warrant Register Book”
means
Register book or information source that records
details of Warrants and Warrants Holders, according
to the provisions of Securities and Stock Exchange
laws and the relevant notifications of the Securities
and Exchange Commission, the Office of Securities
and Exchange Commission or Capital Market
Supervisory Board
“Rights under Warrants”
means
All rights under the Warrants subject to this Warrant
Covenant and/or relevant laws (if any), including
(without limitation) the rights to attend the meetings
and right to vote in the meetings of Warrant Holders
-2-
during which the Warrant Holders
exercise the right to purchase the
ordinary shares can indicate his/her
exercise the Warrants, as specified in
1. Details of Securities in Offer
1.1. Warrant Issuer
Thoresen Thai Agencies Public Company Limited
1.2. Address of Warrant Issuer
26/26-27, Orakarn Building, 8th Floor, Soi Chidlom, Ploenchit Road, Khwaeng Lumpini, Khet
Pathumwan, Bangkok 10330
1.3. Category of Warrants
Warrants to purchase ordinary shares of Thoresen Thai Agencies Public Company Limited
No. 5
1.4. Type of Warrants
Registered and transferable
1.5. Offering and Allocation Method
The Warrants shall be offered for sale, in combination with the newly issued ordinary shares,
to existing shareholders in proportion to their shareholding (Right Offering). The Company
set 9 February 2015 as the Record Date to determine the shareholders who are entitled to
subscribe for the newly issued ordinary shares in combination with the Warrants to purchase
the newly issued ordinary shares of the Company. The Company will close the share register
book to collect the names of the shareholders as specified under Section 225 of the Securities
and Exchange Act B.E. 2535 (as amended) on 10 February 2015. The subscription ratio is 15
existing ordinary shares to 6 newly issued ordinary shares to 2 units of Warrants. Decimal
fractions of Warrants derived from calculations shall be disregarded. Existing shareholders
shall have the right to oversubscribe for shares based on the ratio specified above by
indicating their intention to oversubscribe for no more than 20 percent of existing ordinary
shares held by them. Decimal fractions of newly issued ordinary share derived from
calculations shall be disregarded. Any shareholder wishing to exercise his/her rights must
subscribe for both the Warrants and newly issued ordinary shares in proportion to his/her
shareholding, simultaneously. They cannot subscribe for either one of Warrants or ordinary
shares. This is applicable in cases of proportionate subscription, under subscription and
oversubscription.
Example of the computation of the rights to subscribe for the newly issued shares and the
Warrants
Assumption for all examples
: A shareholder currently holds 150 ordinary
shares in the Company. Such shareholder
will have the right to subscribe for 60
newly
issued
ordinary
shares
in
combination with 20 units of Warrants.
Case 1: A subscription for newly issued
shares only in proportion to shareholding
percentage (no oversubscription)
: The shareholder is eligible to subscribe for
60 newly issued ordinary shares and for 20
units of Warrants accordingly.
-3-
Case 2: A subscription for newly issued
shares less than proportionate subscription
right
: The shareholder intends to subscribe for
only 45 newly issued shares, he/she is
eligible for 15 units of Warrants
accordingly
Case 3: A subscription for newly issued
shares greater than proportionate
subscription right
: The shareholder intends to subscribe for 60
newly issued shares in proportion to their
existing shareholding percentage and
oversubscribe for 30 newly issued shares,
thus totaling 90 shares. Such shareholder is
eligible for 20 units of Warrants in
proportion to their subscription right and 10
units of Warrants in excess of their
subscription right, thus totaling 30 units of
Warrants, accordingly.
If there remains any unsubscribed newly issued ordinary shares and Warrants pursuant to the
proportionate subscription, the Company will consider the allocation of the remaining
unsubscribed newly issued shares and Warrants to the shareholders who express their
intention to oversubscribe. The allocation of oversubscription shares in combination with
Warrants shall be in proportionate to their existing shareholding percentage of each
oversubscribing shareholder. Under no circumstances will the Company allocate shares to any
oversubscribing shareholders in a manner which will result in such oversubscribing
shareholders holding shares in the Company in an amount that reaches or crosses the tender
offer requirement threshold prescribed under the Notification of the Capital market
Supervisory Board No. Tor Jor 12/2554 re: criteria, conditions and methods of takeover (the
“Tor Jor 12/2554 Notification”), and in a manner which would result in a breach in the
Company’s foreign shareholding limit of 49 percent of total issued shares of the Company.
The remaining unsubscribed shares and Warrants will be allocated until no outstanding newly
issued shares and Warrants are left, or until no shareholders express their intention to
subscribe for such shares in combination with Warrants. The allotment procedures are as
follows:
a. If the number of remaining unsubscribed shares and Warrants is greater than the
number of shares and Warrants to be oversubscribed for, all shareholders wishing
to oversubscribe for shares and Warrants (and having complied with the
subscription conditions) shall be entitled to an allocation of shares and Warrants.
The remaining unsubscribed Warrants shall then be cancelled.
b. If the number of remaining unsubscribed shares and Warrants is less than the
number of shares and Warrants to be oversubscribed for, the Company shall allot
the remaining shares and Warrants to those shareholders who have expressed their
intention to oversubscribe for additional Warrants (and having complied with the
subscription conditions) in proportion to their existing shareholding percentage of
each oversubscribing shareholder until there are no shares and Warrants left.
1.6. Number of Warrants
Not exceeding 173,490,153 units
1.7. Number of Shares Reserved for the Exercise of Warrants
Not exceeding 173,490,153 shares (at a par value of Baht 1.00 per share). The percentage of
the amount of shares reserved for the exercise of all warrants issued by the Company against
the paid-up capital of the Company does not exceed 50 per cent.
-4-
Calculation of number of shares reserved for the exercise of Warrants
Shares reserved for exercise of TTA-W3
Shares reserved for exercise of TTA-W4
Shares reserved for exercise of TTA-W5
Shares reserved for adjustment of TTA-W3
Shares reserved for adjustment of TTA-W4
Total
No. of shares
(Shares)
131,342,815
98,167,548
173,490,153
29,367,109
16,055,729
448,423,354
Existing paid-up capital
Right Offering shares offered together with the Warrants
Total
1,301,176,148
520,470,459
1,821,646,607
Total share reserved =
Total paid-up capital
=
448,423,354
1,821,646,607
24.62%
1.8. Offering Price
Baht 0.00 per unit (Zero Baht per unit)
1.9. Conversion Ratio
One unit of Warrants per one ordinary share (subject to change in accordance with the
conditions of adjustment of rights of Warrants)
1.10. Exercise Price
Baht 18.50 per share (subject to change in accordance with the conditions of adjustment of
rights of Warrants)
1.11. Issuing Date
13 March 2015
1.12. Last Exercise Date
28 February 2019
1.13. Term of Warrants
Not exceeding 48 months or not exceeding 4 years (from the issuing date i.e., 13 March 2015
until the Last Exercise Date i.e., 28 February 2019), after the issuance of TTA-W5, the
Company will no longer extend the term of the Warrants.
1.14. Secondary Market for the Warrants
The Company shall apply to list the Warrants on the SET.
1.15. Impact on Shareholders
-5-
a.
The new ordinary shares to be issued upon exercise of the Warrants will have the same
rights and benefits as those of the issued and fully paid-up ordinary shares of the
Company in every respect.
b. There are two scenarios to consider the impact on shareholders on the assumption that
existing shareholders exercise their rights to fully subscribe the Rights Offering Shares in
proportion to their rights in the number of 520,470,459 shares:
Scenario 1: Existing shareholders fully exercise Warrants.
Scenario 2: Persons who are not existing shareholders fully exercise Warrants (i.e. all
existing shareholders trade all of their Warrants on the SET).
Control Dilution
Scenario 1: 0%
Scenario 2: not exceeding 8.7%
Control Dilution =
Qw/ (Q0 + QRO + Qw)
Q0
=
QRO
=
Qw
=
Existing ordinary shares of approximately 1,301.18 million
shares
New ordinary shares to increase as a result of the offering
of newly issued ordinary shares of approximately 520.47
million shares
New ordinary shares to increase as a result of a full
exercise of Warrants of approximately 173.49 million
shares
EPS Dilution
Scenario 1: 0%
Scenario 2: not exceeding 28.6%
Price Dilution
For both scenarios, there is no price dilution effect as the post-offering market price is
higher than the pre-offering market price.
Price Dilution
= (Pre-offering Market Price – Post-offering Market Price)
/Pre-offering Market Price
Pre-offering Market Price = [(P0 x Q0) + (PRO x QRO)] / (Q0 + QRO)
P0 = Volume weighted average price of the Company’s
shares traded on the SET for the 15 consecutive
business days prior to the day of the Executive
Committee Meeting on 19 January 2015 which was
Baht 16.99 per share.
PRO = Rights Offering price at Baht 14.00 per share
Post-offering Market Price = [(P0 x Q0) + (PRO x QRO) + (Pw x Qw)] / (Q0 + QRO + Qw)
Pw = Warrants exercise price at Baht 18.50 per share
2. Exercise of Warrants
2.1. Exercise Date
The Warrant Holders may exercise their Warrants on the last Business Day of every quarter
(March, June, September and December) of each calendar year throughout the term of
Warrants, except for the first exercise, in which case the Warrant Holders may exercise the
Warrants on the last Business Day of June 2015 i.e., 30 June 2015. The Last Exercise Date
-6-
will be on the date on which the Warrants (TTA-W5) reach its maturity i.e., 28 February 2019.
If the Last Exercise Date falls on a holiday day, the last exercise date shall then be the
preceding Business Day prior to the Last Exercise Date.
The Company will not close the register book to suspend the transfers of Warrants, except for
the last exercise, in which case the Company will close the register book 21 days prior to the
Last Exercise Date and the SET will post an “SP” sign (“Suspension”) at least from 3
Business Days prior to the closing date of the register book; or except for the closure of the
register book to determine the Warrant Holders’ rights (TTA-W5) to attend the meeting of
Warrant Holders according to clause 13.
2.2. Notification Period for the Exercise of Warrants
The Warrant Holders who intend to exercise their rights to purchase ordinary shares of the
Company must give a notification of such intention during the period from 9.00 to 15.00
hours in 5 Business Days prior to each Exercise Date, except for the Last Exercise Date, the
Warrant Holders shall notify their intention to exercise within 15 days prior to the Last
Exercise Date (“Notification Period for Last Exercise Date”).
The Warrant Holders must submit the Exercise Notification Form to exercise their rights to
the Company within 15.00 hour on the day prior to each Exercise Date. If any Warrant Holder
wishes to submit the Exercise Notification Form by him/herself, such Warrant Holder must
contact the Company during 9.00 – 15.00 hours on any Business Day (except Saturdays,
Sundays and holidays) throughout the Notification Period.
The Company will notify the information regarding the exercise of Warrants, the Notification
Period and/or the exercise ratio at least 5 Business Days prior to the first date of each
Notification Period, via the information distribution system of the SET (SET Portal). For the
Last Exercise Date, the Company will distribute such information by registered mail to the
Warrant Holders whose names appear in the Warrant Register Book as of the final book
closing date.
2.3.
Warrant Registrar
Thailand Securities Depository Co., Ltd.
62 The Stock Exchange of Thailand Building,
Rachadapisek Road, Klongtoey
Bangkok 10110, Thailand
Tel: 0-2229-2800
Fax: 0-2359-1259
E-mail: TSDCallCenter@set.or.th
Website: http://www.tsd.co.th
The Warrant Registrar will be responsible for closing Warrant Register Book which must
consist of details including full name, nationality and address of the Warrant Holders and
other relevant information as required by TSD. If there are any discrepancies of the data, it
shall be deemed that information in the Warrant Register Book is correct. Hence, the Warrant
Holders are responsible for directly notifying the Warrant Registrar of any errors and changes
with regard to the information in the Warrant Register Book. The Warrant Registrar shall
adjust such details, accordingly.
The Company reserves the right to change the Warrant Registrar and will keep the Warrant
Holders notified of such change at least 14 days in advance.
-7-
3. Exercise Procedures
Contact Venue for the Exercise
Company Secretary Office
Ms. Pensiri Yubolmetarak or Ms. Mantanee Surakarnkul
Thoresen Thai Agencies Public Company Limited
26/26-27, Orakarn Building, 7th Floor,
Soi Chidlom, Ploenchit Road, Lumpini,
Pathumwan, Bangkok 10330
Tel. 0-2254-8437 Ext. 223 or 144
Fax. 0-2655-5631
In case the Company changes the contact venue, the Company shall notify the Warrant
Holders of such change via the SET Portal.
Exercise Procedures
3.2.1. The Warrant Holders can obtain the Exercise Notification Form to exercise their rights
to purchase the Company’s ordinary shares from the Company within each Notification
Period. In case that Warrants are in the scripless system, the Warrant Holders intending
to exercise their rights shall contact the securities companies acting as their brokers and
fill in the application forms for the issuance of Warrants or Warrant Certificates in
accordance with the requirements of the SET. The securities companies will notify the
TSD to request for the issuance of Warrants or Warrant Certificates to be used as
evidence for the exercise of Warrant rights, as stated above.
3.2.2. The Warrant Holders who intend to exercise their rights to purchase the Company’s
ordinary shares must comply with the conditions of notifying the exercise of Warrants,
by sending the following documents to the Company at the address given above.
a.
A completed Exercise Notification Form to purchase the Company’s ordinary
shares that is filled in completely and accurately;
b. A Warrant or a Warrant Certificate in the form prescribed by the SET which
identifies the number of Warrant units in excess of or equivalent to the number
stated in the Exercise Notification Form;
c. Required Identification Documents;
1. Thai Individual
A certified true copy of valid personal identification
card
2. Foreign Individual
A certified true copy of valid passport or alien
certificate
3. Juristic Person
A copy of the affidavit issued by the Ministry of
Incorporated in Thailand Commerce for no more than 6 months or within the
period prescribed by the Warrant Registrar, certified by
the authorized director(s) and affixed with the seal of
such juristic person (if any), together with a certified
true copy of the identification document of such
authorized director(s) of the juristic person pursuant to
clause 1 or 2 above
4. Juristic Person
A copy of the certificate of incorporation or corporate
Incorporated Outside of affidavit issued for no more than 6 months by the
Thailand
relevant agency of the country where such juristic
person is domiciled, together with a certified true copy
of the identification document of the authorized
-8-
director(s) of such juristic person pursuant to clause 1
or 2 above. Each of aforementioned documents must be
notarized by a Notary Public or authenticated by the
Thai Embassy or the Thai Consulate in the country
where the documents were prepared or certified.
d. Payment Documents for Ordinary Share Subscription
The Warrant Holders shall make a payment in full for the number of exercised
Warrants as specified in the Exercise Notification Form. The Warrant Holders
may choose the following subscription payment methods and enclose the
payment documents as follows:
1. Payment by money ▪ Account name: “Thoresen Thai Agencies Public
transfer
Company Limited for Share Subscription”
The Siam Commercial Bank Public Company
Limited, Ploenchit Branch, current account number
059-305630-8
▪ Please enclose evidence of money transfer on each
Exercise Date
2. Payment by personal ▪ Personal cheque, cashier cheque or bank draft shall
cheque, cashier
be crossed “A/C Payee Only” and made payable to
cheque or bank draft
“Thoresen Thai Agencies Public Company
Limited for Share Subscription” which shall be
collectible only by the clearing house in Bangkok.
▪ Such personal cheque, cashier cheque or bank draft
shall be dated the same as the subscription date and
submitted to the Company within 11.00 hour on 2
Business Days prior to each Exercise Date.
▪ The exercise of the right to purchase ordinary shares
will be valid only if the payment is collected in full.
In the event that the payment cannot be collected in
accordance with the amount indicated in the Exercise
Notification Form, it shall be deemed that that
Warrant Holder intends to cancel such exercise of
rights, and the Company shall be correspondingly
allowed to cancel that exercise of rights. However,
such cancellation shall not deprive the Warrant
Holder’s right to subscribe for the Company’s
ordinary shares for the remaining exercise periods;
except for such cancellation of the final exercise of
Warrants, in which case the rights to purchase the
Company’s ordinary shares shall be deemed expired.
Note:
The Warrant Holders intending to exercise the rights to purchase
ordinary shares shall be responsible for any stamp duty and/or tax (if
any) arising from the exercise of the rights under the Warrants to
purchase the Company’s ordinary shares.
3.2.3. The number of Warrants intended to be exercised to purchase ordinary shares, in any
case, must not be less than for 100 shares and must be in integer numbers only. In the
case where the Warrant Holders have the rights to purchase less than 100 ordinary
shares, such Warrant Holders shall exercise their rights to purchase all ordinary shares
that they are entitled to at once. The exercise ratio is 1 unit of Warrants to 1 ordinary
share, except there is an adjustment of the terms and conditions pursuant to clause 4.
-9-
3.2.4. The number of ordinary shares to be issued upon the exercise of the rights can be
calculated by dividing the total payment made by Warrant Holders, as per the payment
details described above, by the exercise price on the Exercise Date. In this case, the
Company will issue a number of ordinary shares in the whole amount not exceeding the
number of Warrants being exercised, multiplied by the exercise ratio. In case that there
is an adjustment to the exercise price and/or exercise ratio causing such calculation to
result in a fractional number of shares, the Company will not take into account this
fraction of shares in the calculation, and will refund the remaining payment amount
after the exercise of rights to the Warrant Holders. The refund of the remaining amount
will be made without any interest and sent by registered mail within 14 days from each
of the Exercise Dates.
3.2.5. If the Company has received incomplete or incorrect supporting documents for the
exercise of Warrants, or the Company has not received payments in full as specified in
the Exercise Notification Form, or the Company has verified that the information
provided in the Exercise Notification Form is incomplete or incorrect, the Warrant
Holder shall rectify these errors within each Notification Date, and if the Warrant
Holder fails to correct the errors within such period, the Company shall deem that that
notification to exercise the rights is invalid without any exercise. The Company will
then refund any payment without any interest together with the Warrants or Warrant
Certificates to the Warrant Holders by registered mail within 14 days from each
Exercise Date.
In case that the Warrant Holder makes insufficient payment, the Company reserves the
right to proceed with one of the following alternatives, which is indicated by the
Warrant Holders in the Exercise Notification Form:
a.
Deem that that notification to exercise the rights is invalid without any exercise;
or
b. Deem that the number of ordinary shares subscribed for shall be equivalent to the
number of exercise rights of the Warrants in accordance with the actual payment
the Company received in accordance with the prevailing exercise price; or
c. Demand the Warrant Holders to make additional payment for the desired number
of exercise rights of the Warrants in full within the relevant Notification Period.
If the Company has not received the payment for such exercise of rights in full
within such period, the Company shall deem that such notification to exercise the
rights is invalid without any exercise.
In case of the final exercise, the Company shall proceed with clause b. only.
In the situation set forth in clause a. and clause c. above, the Company shall deliver the
previously received payment and the Warrants or Warrant Certificates to the Warrant
Holders by registered mail within 14 days from each Exercise Date, with no interest, in
any case.
In the situation set forth in clause b., the Company shall deliver the Warrants or
Warrant Certificates together with the remaining payment (if any) from the partial
exercise to the Warrant Holders by registered mail within 14 days from each Exercise
Date, without any interest, in any case. However, the unexercised Warrants will remain
valid until the Last Exercise Date.
3.2.6. When Warrant Holders who wish to exercise their rights to purchase ordinary shares
have fully complied with all conditions with respect to the notification to exercise the
rights (i.e., Warrant Holder has completely and accurately delivered Warrants or
Warrant Certificates, Exercise Notice Form, and payment in full), Warrant Holders may
not revoke this exercise of rights unless the Company has consented to such revocation
in writing.
- 10 -
3.2.7. After the Last Exercise Date, if the Warrant Holders have not yet completely complied
with all conditions governing the exercise of rights, it shall be deemed that those
unexercised Warrants are invalid, without any exercise. The Warrant Holders will no
longer have rights to exercise after the Last Exercise Date.
3.2.8. In case that the Warrant Holders deliver a number of Warrants in excess of the intended
exercise number, the Company will send a new Warrant Certificate, representing the
number of the units of the unexercised Warrants to the Warrant Holders by registered
mail within 14 days from the relevant Exercise Date and cancel the previous Warrants.
3.2.9. The Company will register changes in the Company’s paid-up capital with the Ministry
of Commerce according to the number of newly issued ordinary shares arising from
each exercise within 14 days from each Exercise Date. In this regard, the Company will
proceed to register those Warrant Holders who exercise their rights as the Company
shareholders in the Company’s share register book, based on the number of ordinary
shares received from each exercise. In addition, the Company shall submit an
application to list the new ordinary shares issued upon exercise of the Warrants on the
SET within 30 days from each Exercise Date.
3.2.10. In the event that the number of ordinary shares reserved for the exercise of Warrants
is insufficient, the Company shall compensate the Warrant Holders who cannot exercise
their Warrants. However, the Company shall make no compensation to any Warrant
Holders who cannot exercise their Warrants as a result of their foreign status, who are
prohibited to exercise the rights pursuant to the shareholding limitation as indicated in
the Company’s Articles of Association.
4. Conditions of Adjustment of the Terms and Conditions of Warrants
4.1. The Company shall adjust the exercise price and exercise ratio before the end of the term of
Warrants in order to maintain benefits and returns to the Warrant Holders in a way that the
benefits and returns will not be less than originally granted upon the occurrence of one of the
following events:
4.1.1. The Company changes the par value of its ordinary shares as a result of the split or
consolidation of its issued ordinary shares.
▪ The change of the exercise price and exercise ratio shall have an immediate effect
from the date of the Company’s change of par value.
▪ The exercise price will be adjusted based on the following formula:
Price 1
=
Price 0 x Par 1
Par 0
▪ The exercise ratio will be adjusted based on the following formula:
Ratio 1
=
Ratio 0 x Par 1
Par 0
▪ Where
Price 1
is New exercise price after the adjustment
Price 0
is Exercise price prior to the adjustment
Ratio 1
is New exercise ratio after the adjustment
Ratio 0
is Exercise ratio prior to the adjustment
Par 1
is Par value after the adjustment
Par 0
is Par value prior to the adjustment
4.1.2. The Company makes a cash dividend payment of more than 80 percent of net profit
after tax as is evident in the Company’s separate financial statements in any fiscal year.
- 11 -
▪ The percentage of the cash dividends paid to shareholders shall be calculated by
dividing the dividends, including interim dividends, paid in each fiscal year by the
net profit after tax in the same period. The adjustment of the exercise price and
exercise ratio shall be effective on the first day on which an investor will not be
granted the right to receive such dividend (the first date on which the SET posts an
XD sign).
▪ The exercise price will be adjusted based on the following formula:
Price 1
=
Price 0 x (MP – (D – R))
MP
▪ The exercise ratio will be adjusted based on the following formula:
Ratio 1
=
Ratio 0 x MP
(MP – (D – R))
▪ Where
Price 1
is New exercise price after the adjustment
Price 0
is Exercise price prior to the adjustment
Ratio 1
is New exercise ratio after the adjustment
Ratio 0
is Exercise ratio prior to the adjustment
MP
is The market price of the Company’s ordinary shares
which is determined to be the weighted average price of
the Company’s ordinary shares, where the weighted
average price of the Company’s ordinary shares is
calculated by dividing the total trading value of the
Company’s ordinary shares by the total number of the
Company’s ordinary shares traded on the SET during the
last 15 consecutive Business Days prior to the calculation
date.
In the case where the market price of the Company’s
ordinary share cannot be calculated on account of the
Company’s shares not being traded in such specified
period, the weighted average price of the Company’s
ordinary shares traded on the SET for 15 Business Days
prior to within 1 month will be used in such calculation.
In case there is no such average price of the Company’s
ordinary share, the Company shall determine the fair
price to be used for such calculation.
The calculation date means the first date an investor
will not be granted the right to receive dividend.
D
is Dividend per share to pay to shareholders
R
is Dividend paid per share, based on the payout of 80
percent net profit after tax
4.1.3. The Company makes a dividend payment, whether in whole or in part, in the form of
the Company’s ordinary shares
▪ The change of the exercise price and exercise ratio shall have an immediate effect
on the first date on which an investor will not be granted the right to receive such
stock dividend (the first date on which the SET posts an XD sign).
▪ The exercise price will be adjusted based on the following formula:
Price 1
=
Price 0 x A
(A + B)
- 12 -
▪ The exercise ratio will be adjusted based on the following formula:
Ratio 1
=
Ratio 0 x (A + B)
A
▪ Where
Price 1
is New exercise price after the adjustment
Price 0
is Exercise price prior to the adjustment
Ratio 1
is New exercise ratio after the adjustment
Ratio 0
is Exercise ratio prior to the adjustment
A
is Number of paid-up shares on the date prior to the closing
date of the share register book for determining the rights
to receive stock dividend
B
is Number of newly issued ordinary shares in form of
stocks dividend
4.1.4. The Company issues new ordinary shares to its existing shareholders, and/or the public,
and/or the private placement, as the case may be, at an “average price per share of the
newly issued ordinary share” which is lower than the “market price of the Company’s
ordinary share” by more than 10 percent.
▪ The adjustment of the exercise price and exercise ratio will be effective
immediately from the first day on which an investor will not be granted the right to
subscribe to newly issued ordinary shares (the first date on which the SET posts an
XR sign) in the case of the rights issue, and/or the first date of the issuance of
ordinary shares in the case of a public offering and/or a private placement, as the
case may be.
▪ The average price per share of the newly issued ordinary share is calculated from
the total amount of money obtained by the Company from such offering of shares,
less the expenses of doing so, divided by the total number of the newly-issued
ordinary shares.
In case there are various offering prices for ordinary shares offered in combination,
the average share price of new ordinary shares shall be calculated by an average of
such offering prices. However, in case such ordinary shares of different offering
prices are not offered in combination, the calculation shall base only on the
offering prices that are less than 90 percent of the market price of the Company’s
ordinary shares.
▪ The market price of the Company’s ordinary share is determined to be the
weighted average price of the Company’s ordinary shares, where the weighted
average price of the Company’s ordinary shares is calculated by dividing the total
trading value of the Company’s ordinary shares by the total number of the
Company’s ordinary shares traded on the SET during the last 15 consecutive
Business Days prior to the calculation date.
In the case where the market price of the Company’s ordinary share cannot be
calculated on account of the Company’s shares not being traded in such specified
period, the weighted average price of the Company’s ordinary shares traded on the
SET for 15 Business Days prior to within 1 month will be used in such calculation.
In case there is no such average price of the Company’s ordinary share, the
Company shall determine the fair price to be used for such calculation.
▪ The calculation date means the first date an investor will not be granted the right to
subscribe to newly issued ordinary shares in the case of the rights issue, and/or the
first date of the issuance of ordinary shares in the case of a public offering and/or a
private placement, as the case may be.
▪ The exercise price will be adjusted based on the following formula:
Price 1
= Price 0 x [(A x MP) + BX]
[MP x (A + B)]
- 13 -
▪ The exercise ratio will be adjusted based on the following formula:
Ratio 1
=
Ratio 0 x [MP x (A + B)]
[(A x MP) + BX]
▪ Where
Price 1
is New exercise price after the adjustment
Price 0
is Exercise price prior to the adjustment
Ratio 1
is New exercise ratio after the adjustment
Ratio 0
is Exercise ratio prior to the adjustment
MP
is The market price of the Company’s ordinary share which
is determined to be the weighted average price of the
Company’s ordinary shares, where the weighted average
price of the Company’s ordinary shares is calculated by
dividing the total trading value of the Company’s
ordinary shares by the total number of the Company’s
ordinary shares traded on the SET during the last 15
consecutive Business Days prior to the calculation date.
A
is
Number of fully paid-up ordinary shares on the date prior
to the closing date of the share register book for share
subscription in case of the rights issue and/or the date
prior to the first offering date of ordinary shares in case
of a public offering and/or a private placement, as the
case may be
B
is
Number of the Company’s newly issued ordinary shares
offered via rights issue and/or a public offering and/or a
private placement, as the case may be
BX
is
Total payment received (after deduction of any expense,
if any) from the issuance and offer for sales of newlyissued ordinary shares to the existing shareholders and/or
the public and/or the private placement, as the case may
be
4.1.5. The Company offers to sell the existing shareholders and/or the public and/or the
private placement, as the case may be, any newly issued securities e.g. convertible
debentures or warrants which give right to the holders to convert to or purchase
ordinary shares of the Company and the “average price per share of the newly issued
ordinary shares” to accommodate the exercise of such right is lower than the “market
price of the Company’s ordinary shares” by more than 10 percent.
▪ The adjustment of the exercise price and exercise ratio will be effective
immediately from the first day on which an investor will not be granted the right to
subscribe to the newly issued securities which give right to the holders to convert to
or purchase ordinary shares (the first day on which the SET posts an XR sign) in
the case of the rights issue and/or the first offering day of any securities, that give
right to the holders to convert to or purchase ordinary shares (convertible securities),
to the public and/or the private placement, as the case may be.
▪ The average price per share of the newly issued ordinary shares is calculated from
the total payment received by the Company from selling convertible securities, plus
the amount of money received from the exercise of the rights to convert to or
purchase the ordinary shares (in case of all convertible securities held are
exercised), divided by the total number of new ordinary shares that are issued to
accommodate such securities.
- 14 -
▪ The market price of the Company’s ordinary shares to be used for comparison
purpose shall have the same meaning as in clause 4.1.4 above.
▪ The calculation date is the first day an investor will not be granted the right to
subscribe to the newly issued securities which give right to the holders to convert to
or purchase ordinary shares in the case of the rights issue and/or the first offering
day of convertible securities to the public and/or the private placement, as the case
may be.
▪ The exercise price will be adjusted based on the following formula:
Price 1
= Price 0 x [(A x MP) + BX]
[MP x (A + B)]
▪ The exercise ratio will be adjusted based on the following formula:
Ratio 1
=
Ratio 0 x [MP x (A + B)]
[(A x MP) + BX]
▪ Where
Price 1
is New exercise price after the adjustment
Price 0
is Exercise price prior to the adjustment
Ratio 1
is New exercise ratio after the adjustment
Ratio 0
is Exercise ratio prior to the adjustment
MP
is The market price of the Company’s ordinary share which
is determined to be the weighted average price of the
Company’s ordinary shares, where the weighted average
price of the Company’s ordinary shares is calculated by
dividing the total trading value of the Company’s
ordinary shares by the total number of the Company’s
ordinary shares traded on the SET during the last 15
consecutive Business Days prior to the calculation date.
A
is
Number of fully paid-up ordinary shares on the date prior
to the closing date of the share register book for
subscription of convertible securities in case of the rights
issue and/or the date prior to the first offering date of
convertible securities in case of a public offering and/or a
private placement, as the case may be
B
is
Number of the Company’s newly issued ordinary shares
to accommodate for the exercise of convertible securities
to be offered for sales to the existing shareholders and/or
the public and/or the private placement, as the case may
be.
BX
is
Total payment received (after deduction of any expense,
if any) from the subscription of convertible securities
offered to the existing shareholders and/or the public
and/or the private placement, as the case may be, and the
total payment received from converting such securities.
4.1.6. In case where there are any event not mentioned in clauses 4.1.1 – 4.1.5 that cause the
Warrant Holders to lose their rights and benefits, the Company shall consider adjusting
the exercise price and/or exercise ratio deemed fair in a way that the benefits will not be
less than originally granted to the Warrant Holders and that the decision is considered
final. The Company shall inform the Office of the SEC and the SET of details of such
decision within 15 days from the occurrence of such event or from the date on which
the final decision is reached.
- 15 -
4.2. The calculation of the adjustment to the exercise price and exercise ratio in accordance with
clauses 4.1.1 – 4.1.6 is independent of each other. In cases where these events simultaneously
occur, the calculation shall be conducted in the manner of descending order from clauses
4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.1.5 and 4.1.6 and the decimals for the exercise price and the
exercise ratio shall be maintained at 4 decimal places, for each calculation. The market price
of the Company’s ordinary shares to be used for comparison purpose shall be in accordance
with and have the same meaning as in clause 4.1.4 above.
4.3. The calculation of the adjustment to the exercise price and exercise ratio in accordance with
clauses 4.1.1 – 4.1.6 shall not cause the increase in the exercise price and/or the decrease in
the exercise ratio, except in the case of the share consolidation. In case where the ordinary
shares issued upon the exercise of the Warrants, in each notification of intention to exercise,
(to 4 decimal places of the new exercise ratio after the adjustment) would be in a fraction of a
share, such fraction shall be disregarded, and if the exercise price after the adjustment (to 4
decimal places) when multiplied by the number of ordinary shares to be exercised in each
notification of intention to exercise, would result in a fraction of Baht, such fraction shall be
disregarded.
4.4. In case where the adjustment to the exercise price causes the new exercise price to be below
the par value of the Company’s ordinary shares, the par value of the Company’s ordinary
shares shall be used as the new exercise price. The exercise ratio calculated under clauses
4.1.1 – 4.1.5 shall apply, as the case may be.
4.5. Regarding the adjustment of the exercise price and/or exercise ratio as mentioned above, the
Company shall notify the adjustment result including the calculation details and reasons of
such adjustment to the Office of the SEC, within 15 days from the occurrence of such events
or from the date on which the final decision is reached, to announce the new exercise price
and exercise ratio, together with the brief information about reasons of such adjustment,
calculation method and effective date of the adjustment. The Company shall also notify the
details of the adjustment in the exercise price and/or exercise ratio to the SET through the
information distribution system (SET Portal) for Warrant Holders’ acknowledgement in
accordance with the period and procedure stipulated in this Warrant Covenant.
5. Status of Warrants on the Dates During which Warrant Holders Express their Intention to
Exercise
5.1. The right and status of Warrants during the period when the Warrant Holders express their
intention to exercise the rights and the date before the Ministry of Commerce has accepted the
registration of the capital increase resulting from the exercise of Warrants, shall have the
same right and status as those of unexercised Warrants. The right and status of Warrants shall
be expired on the date the Ministry of Commerce has accepted the registration of the capital
increase, resulting from the exercise of Warrants.
5.2. In case where the Company has adjusted the exercise price and/or exercise ratio during when
the Company has not registered the new ordinary shares, resulting from the exercise of
Warrants, with the Ministry of Commerce, the Warrant Holders who already exercised their
Warrants, shall be entitled to the right adjustment and the Company shall issue new additional
ordinary shares to such Warrant Holders with the appropriate number of ordinary shares,
considering the adjustment becomes effective, as soon as possible. The new additional
ordinary shares may be issued later than the previously received ordinary shares; however,
must be issued within 15 Business Days from the right adjustment date in case of script
system and within 7 Business Days in case of scripless system.
- 16 -
6. Right of New Ordinary Shares arising from Exercise of Warrants
New ordinary shares arising from the exercise of Warrants shall have the same rights and benefits
as the Company’s issued and paid-up ordinary shares in all respects once the paid-up capital of the
Company has been registered with the Ministry of Commerce and the Company’s registrar has
recorded the Warrants Holders as shareholders of the Company in the share register book of the
Company.
7. Resolution to Approve the Issuance of New Ordinary Shares to Accommodate the Exercise
of Warrants
The Annual General Meeting of Shareholders No. 1/2015 held on 28 January 2015 resolved to
approve the allocation of no more than 173,490,153ordinary shares to accommodate the exercise
of Warrants (TTA-W5) to be offered for sales to the existing shareholders of the Company in
proportion to their shareholding. This number of shares represents not more than 24.62 percent of
the total issued shares of the Company (including the number of shares offered to the existing
shareholders in combination with this warrant offering, as per details in clause 1.7).
8. Details of Ordinary Shares Reserved for Exercise of Warrants
8.1. Nature of Shares
Number of new ordinary shares reserved for exercise of
warrants
Percentage of shares reserved for exercise of warrants
to the total issued shares of the Company
Par value
Exercise price
:
173,490,153 shares
:
24.62%
:
:
Baht 1.00 per share
Baht 18.50 per share (subject
to change in accordance with
the condition for adjustment
of rights of warrants)
8.2. Secondary Market for the Ordinary Shares from Warrant Exercise
The Company shall apply to list the ordinary shares resulting from exercise of Warrants on
the SET within 30 days from each Exercise Date to allow these ordinary shares to be traded
on the SET the same way as existing ordinary shares.
8.3. The Process for Remaining Ordinary Shares from Warrant Exercise
After Warrants have expired and if there are ordinary shares that are left from unexercised
Warrants, the Board will propose that the shareholders’ meeting consider as it deems
appropriate in accordance with the relevant laws.
9. Delivery of Ordinary Shares resulting from Warrant Exercise
9.1. In the case that the Warrant Holder who has exercised the Warrants wishes to receive the
share certificate (Script) in the name of that Warrant Holder, TSD, a registrar of the Company
will deliver the share certificate, according to the number of Warrants that have been
exercised to the Warrant Holder by registered mail to the address that appears in the Warrant
Register Book within 15 Business Days of each relevant Exercise Date. In such a case, the
Warrant Holder cannot trade the ordinary shares derived from the exercise of Warrants in the
SET until the Warrant Holder has received the share certificate, which might be after the first
trading day of the shares derived from the exercise of Warrants.
- 17 -
9.2. In the case that the Warrant Holder who has exercised the Warrants does not wish to receive
the share certificates, but wishes to employ TSD service (Scripless system) and he or she has
a trading account with a securities company (i.e. the Warrant Holder would like to deposit the
converted shares with TSD under his or her trading account with a securities company), the
Company shall deposit allotted ordinary shares under the name of “Thailand Securities
Depository Company Limited for Depositor” while TSD shall revise the record for shares
deposited with TSD and shall issue a confirmation to the Warrant Holder within 7 Business
Days from each Exercise Date. At the same time, the securities company shall record the
allotted shares for the Warrant Holder. In this case, the Warrant Holder may sell those shares
in the first trading day of the shares derived from the exercise of Warrants.
In the case that the Warrant Holder who has exercised his or her Warrants choose to proceed
with this clause, the name of the Warrant Holder in the Exercise Notification Form must be
the same with the name of the assigned trading account for the share deposit in the securities
company. Otherwise, the Company reserves the right to deliver those shares issued under the
name of “Thailand Securities Depository Company Limited for Depositor” and deposit those
shares with TSD under Thoresen Thai Agencies Public Company Limited’s account - account
membership number 600. The Warrant Holder may contact the securities companies for share
withdrawal from the account membership number 600 which may be subject to the fee as
required by TSD and/or the securities companies and may sell those shares on the first trading
day of the shares.
Warrant Holder who has exercised the Warrants must correctly specify a code number of the
securities company with which the Warrant Holder has the securities trading account and the
securities trading account number, to which the Warrant Holder wants the allotted shares to
be transferred. In the case of incorrect code number or securities trading account number,
which may cause an inability to transfer the shares to the securities trading account, the
Company will not be responsible for any loss or delay in receiving the shares.
9.3. In the case that the Warrant Holder who has exercised the Warrants does not wish to receive
the share certificate, but wishes to employ TSD service (Scripless system) whereas he or she
does not have an account with a securities company (i.e. the Warrant Holder would like to
deposit the shares with TSD under Thoresen Thai Agencies Public Company Limited’s
account - account membership number 600), the Company shall deposit the shares derived
from the exercise of Warrants with TSD. TSD shall record those shares under Thoresen Thai
Agencies Public Company Limited’s account - account membership number 600 within 7
Business Days from each Exercise Date and issue confirmation of share deposit to the
Warrant Holder within 15 Business Days from such Exercise Date. When the Warrant
Holders who have exercised the Warrants would like to sell the shares, they must withdraw
those shares from the account membership number 600 by contacting any of the securities
companies. In this regard, the fee may be applied subject to the requirement of TSD and/or
such securities companies. The Warrant Holders who have already withdrawn those shares
from the account membership number 600 may sell the shares in the SET on the first trading
day of the shares.
10. Compensation in case that the Company is Unable to Provide Shares for the Exercise of
Warrants
The Company shall indemnify only those Warrant Holders who have notified their intention to
exercise their rights on each of the Exercise Dates and have complied with all of the prescribed
conditions, but to whom the Company cannot allocate ordinary shares to accommodate such
exercises, except in the event specified in clause 11. The Company will pay the compensation by
a crossed cheque which will be delivered by registered mail within 14 days from the Exercise
Date, without an interest. The compensation that the Company will pay to the Warrant Holders,
may be calculated as follows:
- 18 -
Compensation per 1 unit of Warrants =
Where
B x (MP – Price 1)
B
is Number of ordinary shares which cannot be allocated and/or
increased according to the increased exercise ratio of one unit.
MP
is The market price of the Company’s ordinary share which is
determined to be the weighted average price of the Company’s
ordinary shares, where the weighted average price of the
Company’s ordinary shares is calculated by dividing the total
trading value of the Company’s ordinary shares by the total number
of the Company’s ordinary shares traded on the SET during the last
15 consecutive Business Days prior to the Exercise Date.
Price 1 is Exercise price of the Warrant or the adjusted exercise price, in case
there is an adjustment in the exercise price and/or exercise ratio
pursuant to clause 4.
11. Restrictions on Transfer of Warrants and Ordinary Share resulting from Warrant Exercise
11.1. Restrictions on Transfer of Warrants (TTA-W5)
Warrants can be freely transferred. The Company will not close the register book to suspend
the transfers of Warrants, except for the last exercise, in which case the Company will close
the register book 21 days prior to the Last Exercise Date and the SET will post an “SP” sign
(“Suspension”) at least from 3 Business Days prior to the closing date of the register book; or
except for the closure of the register book for determining the Warrant Holders’ rights (TTAW5) to attend the meeting of Warrant Holders according to clause 13.
11.2. Restrictions on Transfer of Ordinary Shares
The Company’s Articles of Association currently provide that foreign shareholders may hold
shares in the Company up to 49 percent of total issued shares of the Company. The Company
has the right to reject any share transfer that causes the foreign shareholding portion to
exceed such ratio.
11.3. Restrictions on the Exercise of Warrants by Foreign Warrant Holders
11.3.1. The Company will not issue ordinary shares to foreign individuals, if such issuance
will result in the shareholding proportion of foreign shareholders becoming greater
than 49.00 percent of the total issued shares of the Company in accordance with the
provision in the Company’s Articles of Association, or any foreign shareholding limit
as may be changed through amendment to the Articles of Association in the future.
11.3.2. In the case where the foreign shareholding restriction results in the foreign Warrant
Holders, who have exercised their rights according to the exercise procedures,
becoming unable to exercise their rights for the number of shares as indicated in the
Exercise Notification Form, whether in whole or in part, the Company shall return the
Warrants and the remaining payment for the exercise price of unexercised Warrants.
These refunded amounts, without any interest shall be sent to the foreign Warrant
Holders by registered mail within 14 days from each of the Exercise Dates.
11.3.3. The foreign Warrant Holders will not be indemnified, in whatsoever form, by the
Company in the case that they cannot exercise their rights due to the foreign
shareholding restrictions as prescribed in the Company’s Articles of Association
pursuant to the details in clause 11.2.
- 19 -
11.3.4. In the case where the foreign Warrant Holders are unable to exercise their Warrants
due to the Company’s foreign shareholding restriction mentioned above, the foreign
Warrant Holders are still entitled to exercise their remaining Warrants within the
Notification Period until the Last Exercise Date, provided that such exercise will not
result in a conflict with the foreign shareholding restriction of the Company. If at the
Last Exercise Date, the foreign Warrant Holders cannot exercise their Warrants due
to the then foreign shareholding ratio exceeding the foreign shareholding limits, it
shall be deemed that the Warrants then expire, and the foreign Warrant Holders shall
not have rights to claim for any losses from the Company, and the Company shall not
indemnify for any losses occurred.
12. Determination of the Offering Price
No offering price of the Warrants (TTA-W5) is determined because they will be issued to the
shareholders at no charge.
13. Meeting of the Warrant Holders
The invitation and/or the meeting of Warrant Holders shall be as follows.
13.1. The Company must call the Warrant Holders’ meeting in case there is an important event
that may materially affect the Warrant Holders’ benefit or the Company’s performance of
the duty under the Warrant Covenant, and shall have the right to call the Warrant Holders’
meeting at any time to amend the Warrant Covenant. Warrant Holders in a number of not
less than 25, holding an aggregate number of Warrants of not less than 20 percent of the
total number of the units of unexercised Warrants at the time of the meeting may subscribe
their names to a notice requesting the Company to convene the meeting of Warrant Holders.
In such a case, the Company shall convene the Warrant Holders’ meeting within 30 days
from the date the Warrant Holders have a request for such meeting in a written notice. Prior
to each Warrant Holders’ meeting, the Company will close the register book to determine
the rights of the Warrant Holders to attend the meeting and be entitled to vote at the
meeting not less than 14 days prior to each meeting date. The SET will post an “SP” sign
(“Suspension”) for 3 Business Days prior to the closing date of the register book.
13.2. To convene the Warrant Holders’ meeting, whether requested by the Warrant Holders or by
the resolution of the Board of the Company, the Company shall prepare the meeting
invitation letter to state the details on the venue, date, time, the name of the person who
requests the meeting, and the agenda items of meeting, and distribute, by registered mail, to
each Warrant Holder according to the name and address that appear in the Warrant Register
Book as of the closing date for determining the rights to attend the meeting at least 7 days
(excluding the submission date of the invitation letter and the meeting date) prior to the
meeting.
13.3. In the Warrant Holders’ meeting, Warrant Holders who are eligible to attend the meeting
and have the voting right may appoint other persons to attend the meeting and vote on their
behalf provided the Warrant Holders have prepared the proxy in the form as required by the
Warrant Registrar. The proxy shall submit the proxy form to the Chairman or his entrusted
person before the proxy can attend the meeting. The Warrant Holders eligible to vote in the
meeting are those who have not exercised their Warrants or who have partially exercised
their Warrants at the time of the meeting, except those Warrant Holders who have an
interest in the matters to be considered and voted for in the meeting, in which case such
persons may not vote for that particular matter. Interested Warrant Holder hereby means
Warrant Holders who have the conflict of interest in matters to be considered in the
meeting.
- 20 -
13.4. The Warrant Holder shall have the votes equal to the number of the units of Warrants
(TTA-W5) held whereby one unit of Warrants equals one vote. The Chairman of the
meeting does not have the voting right, except he acts in the capacity of a Warrant Holder.
13.5. If the meeting is summoned by the Company, the Chairman of the Board or his entrusted
person shall preside over the Warrant Holders’ meeting. If the meeting is requested by
Warrant Holders, then the Chairman of the meeting may be the person who is selected by
the Warrant Holders other than the Chairman of the Board or his entrusted person. In both
cases, the Chairman of the meeting does not have the voting right, except he acts in the
capacity of a Warrant Holder.
13.6. The quorum of Warrant Holders’ meeting shall consist of the Warrant Holders and/or
proxies of not less than 25 persons holding in aggregate not less than 20 percent of total
number of outstanding units of Warrants. Upon the lapse of 45 minutes from the time fixed
for the meeting commencement, if number of the Warrant Holders and/or proxies present is
insufficient to form a quorum, such meeting shall be cancelled. If the meeting is summoned
by the Board of Directors of the Company, the meeting shall be reconvened not less than 7
days but not more than 14 days from the date of the first meeting. The Company shall send
the meeting invitation letter to the Warrant Holders according to the procedures described
above. In this case, the Company will not close the register book again and the Warrant
Holders who were eligible to attend the meeting which was canceled due to incomplete
quorum, shall have the right to attend this subsequent meeting. No less than 25 Warrant
Holders and/or proxies must constitute a quorum for this subsequent meeting. If the
previous Warrant Holders’ meeting is requested by Warrant Holders or the previous
Warrant Holders’ meeting was reconvened due to the incomplete quorum in the meeting
preceding to such previous meeting, there will not be a new Warrant Holders’ meeting.
13.7. The resolution of the Warrant Holders’ meeting shall require the vote of at least one half of
the total number of the units of the Warrants held by the Warrant Holders who attend the
meeting and are entitled to vote.
13.8. The valid resolutions of the Warrant Holders’ meeting which is duly called and transacted
shall be enforceable against and binding upon all Warrant Holders, including the Warrant
Holders, who are not present in the meeting.
13.9. The Company shall prepare the minutes of the meeting and keep them at its head office.
The meeting minutes signed by the Chairman of the meeting are presumed correct evidence
of the matters discussed in the meeting, and all proceedings, matters, and resolutions are
presumed to have been duly passed.
13.10. In the Warrant Holders’ meeting, the Company or the person designated by the Company
or the Company’s independent expert (if any) who is related to the matter being considered
in the meeting shall have the right to attend the meeting to provide opinions or explanations
to the meeting.
13.11. The Company will be responsible for all expenses related to the Warrant Holders’ meeting.
14. Revision of the Warrant Covenant
14.1. The revisions of the Warrant Covenant in the event other than the following events shall
require the consent from the Warrant Issuer and the Warrant Holders’ meeting with the vote
of at least one half of the total number of votes of the Warrant Holders who attend the
meeting and have the voting right;
14.1.1. Revision of the Warrant Covenant that is beneficial to the Warrant Holders or does
not lessen the benefits of the Warrant Holders or is in compliance with the
- 21 -
provisions or regulations of Securities and Stock Exchange laws and other relevant
laws, or rules, regulations, notifications or enforceable orders of the Office of the
SEC, Capital Market Supervisory Board and/or the SET. The revision in this clause
shall become effective when the consent of the Warrant Issuer is obtained and the
Office of the SEC is informed of such revision; or
14.1.2. Adjustment of the terms and conditions pursuant to clause 4.
14.2. The Company which is the Warrant Issuer shall notify the Warrant Holders of all
amendments through the information distribution system of the SET (SET Portal)
immediately after the Warrant Covenant has been amended, and shall deliver amendment of
the Warrant Covenant to the Warrant Holders, the Warrant Registrar and the Office of the
SEC within 15 days from the revision date.
The revision of the Warrant Covenant, in any case, shall not extend the term of Warrants or
change the exercise price or the exercise ratio, except for the adjustment pursuant to the
conditions set forth in clause 4. In addition, the revision shall not be in conflict with the
Securities and Stock Exchange laws and the provisions under Notification Tor Jor. 34/2551.
15. Effect of the Warrant Covenant and Governing Law
This Warrant Covenant will be effective on the Issuance Date until (including) the Last Exercise
Date and it will be under the execution and interpretation in accordance with the laws of Thailand.
Should any clause in this Warrant Covenants be in conflict with the applicable laws or
notifications, then, the contents of the laws or notifications shall be applied for the conflict.
Issuer of the Warrants to Purchase Ordinary Shares No. 5
Thoresen Thai Agencies Public Company Limited
-Company Stamp-
-signature-
-signature-
Mr. Chalermchai Mahagitsiri
President & Chief Executive Officer
Mr. Chia Wan Huat Joseph
Executive Director
- 22 -
RHB OSK Securities (Thailand) PCL.
10 Floor Sathorn Square Office Tower, 98 North Sathorn Rd., Silom, Bangrak, Bangkok 10500
Tel. +66 (2) 862 9999, +66 (2) 862 9008 Fax +66 (2) 862 9915 website: www.osk188.co.th