Vessels Acquisition

13 March 2014

To: The President of the Stock Exchange of Thailand Thoresen Thai Agencies Public Company Limited (“TTA”) hereby reports the execution of Memorandum of Agreement to acquire three (3) second-hand dry bulk vessels namely, M.V. Top Freedom, M.V. Top Harmony, and M.V. Top Island (the “Vessels”) by Thoresen Shipping Singapore Pte. Ltd., a wholly owned subsidiary of TTA.

The details of the vessel acquisition are as follows:

1. Details of the Acquired Assets



2. Details of the Parties Involved of All Three Vessels
Buyer: Thoresen Shipping Singapore Pte. Ltd.
Seller: A company which is not a connected person with the Buyer
Relationship between Buyer and Seller: None

3. General Characteristics of the Transaction
M.V. Top Freedom and M.V. Top Harmony are the second-hand Supramax dry bulk vessels having the same size of 55,695 deadweight tonnes (“DWT”) built in August and October 2005 while M.V. Top Island is the second-hand Supramax dry bulk vessel of 55,710 deadweight tonnes built in September 2006. All three Vessels were built by Oshima Shipbuilding in Japan. They will be the 21st, 22nd, and 23rd Vessels in our fleet. The Vessels can be used to carry all commodities suitable for this size of vessel.

TSS was incorporated in Singapore in 2006 and will be the owner of the Vessels after delivery. Its present registered and paid-up capital is SGD 310.96 million.

4. Total Value of the Acquired Assets
The total acquisition price of the 3 Vessels is USD 70,000,000.00 (United States Dollars Seventy Million Only), or approximately Baht 2,300,200,000.00 (Baht Two Billion Three Hundred Million and Two Hundred Thousand Only), using a USD/THB exchange rate of 32.86), which was the current market price at the time of purchase. The size of the transaction equals 5.12% of the total asset value of TTA and its subsidiaries as of 31 December 2013 (the total assets of TTA and its subsidiaries as of 31 December 2013 amounted to Baht 44,903,130,807).

After the acquisition of these Vessels, the Thoresen-owned fleet will have a total of 23 vessels with an average size of 50,402 DWT and an average age of 10.58 years.

5. Benefits Expected to be Generated from the Transaction
The acquisition is part of TTA’s on-going fleet renewal plan to develop a fleet of modern and standard dry bulk vessels and increase our operating efficiencies. TTA’s short-term fleet objective is to have a balanced mix of Handymax and Supramax vessels.

6. Source of Funds
TSS’s working capital and a commercial bank loan.

7. Delivery Date of the Vessels
Between 30 March to 30 June 2014.

When the transaction is included in other acquisition transactions of TTA and its subsidiaries during the past six months, the overall transaction al size is 41.77% of the total asset value of TTA and its subsidiaries. Since TTA already circulated a summary of acquisitions and investments in the past six months having the transaction size of 33.55% of the total asset value of TTA and its subsidiaries as of 30 September 2013, to shareholders, TTA therefore reports only the latest additional asset acquisition to the SET.

Yours faithfully,
Thoresen Thai Agencies Public Company Limited
Mr. Chalermchai Mahagitsiri Ms. Mantanee Surakarnkul
President and Chief Executive Officer Company Secretary

Thoresen Thai Agencies Plc. press release