Thoresen Thai: Acquisition of interest in a coal mining development in Indonesia

Thursday, March 24 2011 - 03:58 AM WIB

(Bangkok, March 23, 2011)--Thoresen Thai Agencies Public Company Limited (?TTA?) would like to confirm that Soleado Holdings Pte. Ltd. (?Soleado?), a wholly owned subsidiary of TTA, Merton Group (Cyprus) Limited, an associate company of Soleado, and Britmar (Asia) Pte. Ltd. (?Britmar?) entered into a strategic partnership to establish a new company, Qing Mei Pte. Ltd. (?Qing Mei?) to develop a new coal-mining project in Indonesia.

Qing Mei is established in Singapore and has a share capital of USD 4,836,096 divided into 4,836,096 shares. The shareholders and share capital in Qing Mei are as follows:

Name No. of Shares Approximate ownership percentage (%)
Britmar 1,612,032 shares 33.33%
Soleado 1,612,032 shares 33.33%
Merton 1,612,032 shares 33.33%

Total

4,836,096 shares 100.00%

Relationship between Shareholders:
a) Soleado is a wholly owned subsidiary of TTA.
b) Merton is an associate company of TTA, in which Soleado holds a 21.18% stake.
c) Britmar has no relationship with TTA or subsidiaries of TTA.

Source of Funds
From working capital of Soleado.

Rationale for the Investment
The thermal coal market is expected to remain robust in the future. It is forecast that world thermal coal market demand will increase, and Asian markets will outperform other regions. Indonesia is currently the largest thermal coal exporter with around 39% share of total coal trade in 2009. According to the Australian Bureau of Agricultural and Resource Economics (?ABARE?), the thermal coal spot price is expected to remain at high levels until 2011 and will remain above the historical average price of USD 65 per ton in the long term given growing demand from Asia, and rising production costs, as coal deposits will be deeper and further away from existing infrastructure.

Based on the above coal market outlook, the investment in Qing Mei is expected to give favourable returns to TTA and provide synergies with some of our other investments, such as Unique Mining Services PCL.

Size of the Transaction
The consideration to be invested by Soleado in Qing Mei is USD 1,612,032 (United States Dollars One Million Six Hundred Twelve Thousand and Thirty Two). It is equivalent to approximately Baht 48,747,847.68 (Baht Forty Eight Million Seven Hundred Forty Seven Thousand Eight Hundred Forty Seven and Sixty Eight Satangs) using a USD/THB exchange rate of 30.24). The size of the transaction equals 0.10% of the total assets of TTA and its subsidiaries as of 31 December 2010.

The transaction is not subject to the notification of the Capital Market Supervisory Board No. TorJor. 20/2551 re: Rules and Regulations for Executing Significant Transactions Categorized as an Acquisition or Disposal of Asset, and Notification of the Board of Governors of The Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004) or the Rules, Procedures, and Disclosure of Information of The Stock Exchange of Thailand regarding the Connected Transactions of Listed Companies.

When the transaction is combined with other acquisition transactions during the last 6 months, it is not subject to the notification of the Capital Market Supervisory Board No. TorJor. 20/2551 re: Rules and Regulations for Executing Significant Transactions Categorized as an Acquisition or Disposal of Asset, and Notification of the Board of Governors of The Stock Exchange of Thailand re: Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets B.E. 2547 (2004). (ends)

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