Ref. No. Chor Por.(2) 2297/2022
June 7, 2022
The Stock Exchange of Thailand,
The Stock Exchange of Thailand Building,
62 Rachadapisek Road, Klongtoey,
Bangkok 10110.
To Managing Director,
The Stock Exchange of Thailand.
Re : Notification of the Resolution to Information memorandum on Acquisition of Newly Issued Ordinary Shares of Vachara Sirivej Co.,Ltd. (Chiangrai Inter Hospital)
We, Chiang Mai Ram Medical Business Public Company Limited ("the Company" or "CMR") would like to notify the resolution of the Board of Directors' meeting No. 3/2022 held on June 7, 2022, approved the Company and its subsidiaries, Chiang Mai Ram Hospital Company Limited ("CMH"), Hariphunchai Memorial Hospital Company Limited ("HPH") and Theppanya Business Company Limited ("TPH") to invest in the acquisition of newly issued ordinary shares of Vachara Sirivej Company Limited, which operates a medical facility on behalf of Chiangrai Inter Hospital, in the amount 1,850,000 shares or 30.83% of paid-up capital. The purchase price of Baht 100.00 per share, totaling Baht 185,000,000.00. The transaction concerning the notification of the acquisition and disposal of assets, according to the notification of the Stock Exchange of Thailand regarding Rules, Procedures and Disclosure or Information Concerning the transaction concerning the notification of the acquisition and disposal. The transaction size is 1.41% according to the total value of the remuneration based on the consolidated financial statements of the Company ended 31 March 2022. It is excepted by approving from shareholders, however the company will report the transaction to the Stock Exchange of Thailand. The Company hereby reports the details of the transaction as follows;
CMR Group Investment Ratio
The Company and its subsidiary | Investment Ratio | |||
Number of Shares | Total Amount Baht | % Registered Share | ||
1. | Hariphunchai Memorial Hospital Company Limited | 1,500,000 | 150,000,000.00 | 25.00 |
("HPH") | ||||
2. | Chiang Mai Ram Hospital Company Limited | 200,000 | 20,000,000.00 | 3.33 |
("CMH") | ||||
3. | Chiang Mai Ram Medical Business Public Company | 100,000 | 10,000,000.00 | 1.67 |
Limited ("CMR") | ||||
4. | Theppanya Business Company Limited | 50,000 | 5,000,000.00 | 0.83 |
("TPH") | ||||
TOTAL | 1,850,000 | 185,000,000.00 | 30.83 |
CHIANG MAI RAM MEDICAL BUSINESS PUBLIC COMPANY LIMITED
DISCLOSURE OF INFORMATION ON "ACQUISTION OR DISPOSAL OF ASSETS"
(THE ACQUISTION OF ASSET)
Investment in Vachara Sirivej Company Limited (Chiangrai Inter Hospital)
1. | The date of transaction occurred; | With in June 2022. |
2. The parties involved
BUYER; | Chiang Mai Ram Medical Business Public Co., Ltd. (CMR) | |
Hariphunchai Memorial Hospital Company Limited (HPH) | ||
Chiang Mai Ram Hospital Company Limited (CMH) | ||
Theppanya Business Company Limited (TPH) | ||
SELLER; | Vachara Sirivej Company Limited | |
RELATIONSHIP WITH THE INVEST | None | |
3. | The general characteristics of the | Invest in the acquisition of newly issued ordinary |
transaction; | shares of Vachara Sirivej Company Limited in the amount | |
1,850,000 shares or 30.83% of paid-upcapital. The |
purchase price of Baht 100.00 per share, amount totaling Baht 185,000,000.00.
4. The details of the assets investment;
- The company name | Vachara Sirivej Company Limited | |||
- Address | 123 M. 26 Pahonyotin Rd. Muang Chiang Rai 57000 | |||
- | The nature of business | Health Care Services " Chiangrai Inter Hospital" | ||
- | Registered capital before capital increase | Baht 113,580,000.00 | ||
- | Registered capital after capital increase | Baht 600,000,000.00 | ||
- | Par value per share | Baht 100.00 | ||
- | Proportion of securities holding before | 0% of the registered capital | ||
- | Proportion of securities holding after | 30.83% of paid-up capital of Vachara Sirivej Co., Ltd. | ||
(Registered Capital 600 Million Baht) | ||||
5. | The total value of the consideration | Common Stock 1,850,000 shares buying per share Baht | ||
100.00, amounting to Baht 185,000,000.00. | ||||
6. | Criteria used in determining total value | CMR purchases the new share at par value by reference the | ||
of return | property appraisal company named | "15 Consult Business | ||
Co.,Ltd." It appraises the business value at 102 baht per share. | ||||
- | Type and Value of Transaction | The above investments of the transaction concerning the | ||
notification of the acquisition and disposal of assets. When | ||||
calculating the line size based | on criteria, the program |
automatically calculates the line size. It found that the transaction size is equal to 0.65% of the Company's assets, and in the case of
calculations using the total value of the reciprocity, the transaction size will be 1.41% based on the Company's consolidated financial statements ended March 31, 2022. Since all criteria are calculated, the transaction size does not exceed 15%, therefore, the Company does not have to comply with the criteria for acquiring the company's assets.
Method | Calculation | Transaction Size (%) | |||||||
1. Asset Value Method (NTA) | % NTA of the invested funds x 100 | 0.65 | |||||||
Company' s NTA | |||||||||
2. Net Profit Method | % New profit of the invested funds x 100 | - | |||||||
The Company' s net profit | |||||||||
3. Aggregate Value of Returns Method | Value of acquired assets x 100 | 1.41 | |||||||
Net value of the Company' s assets | |||||||||
4. Aggregate Value securities Method | Number of shares issued to pay for assets x 100 | Uncalculatable, | |||||||
All the Company' s issued and paid-up shares | Because no shares have | ||||||||
been issued for acquisition | |||||||||
of assets. | |||||||||
7. | Purpose of investment | Vachara Sirivej Company Limited, which operates a medical | |||||||
facility on behalf of Chiangrai Inter Hospital. It will operate | |||||||||
private hospital size 50 beds. | |||||||||
CMR and its subsidiaries aim to make this investment to | |||||||||
expand the hospital network to Chiang Rai. Chiangrai Inter | |||||||||
Hospital is in a good location and chances to growth business | |||||||||
in the future. CMR and its subsidiaries are expected to return | |||||||||
in dividend form at a satisfactory rate. It also increases | |||||||||
business synergies and has more trade bargaining power for | |||||||||
the Company' s supplier. | |||||||||
8. | Source of investment | Using the loan from financial institution and the working capital | |||||||
of The Company and its subsidiaries. |
9. Other Details
Shareholding Structure of Vachara Sirivej Company Limited (After capital increase)
Name of Shareholder | Amount | (%) | ||
1. | Ramkhamhaeng Hospital Public Copany Limited | 2,415,500 | 40.25 | |
2. | Chiang Mai Ram Hospital Company Limited' Group | 1,500,000 | 1,850,000 | 30.83 |
Hariphunchai Memorial Hospital Company Limited | ||||
Chiang Mai Ram Hospital Company Limited | 200,000 | |||
Chiang Mai Ram Medical Business Public Company Limited | 100,000 | |||
Theppanya Business Company Limited | 50,000 |
3. | Techatheerawat Group | 160,844 | 1,026,214 | 17.10 | |||
Mr. Vatchara | Techatheerawat | ||||||
Mr. Siri | Techatheerawat | 415,224 | |||||
Mrs. Orawan | Techatheerawat | 98,002 | |||||
Miss Khanawan Techatheerawat | 170,393 | ||||||
Mrs. Laksipha | Techatheerawat | 170,393 | |||||
Mrs. Woranaj | Techatheerawat | 11,358 | |||||
4. | Takkaphuetphan Group | 102,222 | 124,938 | 2.08 | |||
Mr. Pheera | Takkaphuetphan | ||||||
Miss Pornlada | Takkaphuetphan | 11,358 | |||||
Mr. Pharadorn | Takkaphuetphan | 11,358 | |||||
5. | F & S 79 Co.,Ltd. | 100,000 | 1.67 | ||||
6. | Khaonkaen Ram Co.,Ltd. | 30,000 | 0.50 | ||||
7. | Other shareholders | 453,348 | 7.56 | ||||
TOTAL | 6,000,000 | 100.00 |
Financial Position and Operations | ||||
Chiang Mai Ram Medical | Vachara Sirivej Company | |||
Statement of Financial | Business Public Co., Ltd. | Limited | ||
As of March 31, 2022 | As of December 31, 2021 | |||
- | Total Assets | 13,139,214,335.37 | 159,497,976.00 | |
- | Intangible asset | 311,542,913.05 | 2,130,478.95 | |
- | Total Liabilities | 6,568,098,683.87 | 76,734,515.82 | |
- | Total Shareholder' equity | 6,571,115,651.50 | 82,763,460.18 | |
- | Net profit (loss) | 167,361,104.80 | (7,765,053.07) | |
- | Non-controlling interests | 2,435,671,674.50 | - | |
- | Basic earnings per share | 0.03 | (6.84) | |
- | Earning Per Share (E.P.S.) | (Par = 100) | 72.87 | |
- | Earning Per Share (E.P.S.) | (Par = 0.10) | 1.03 | |
- Book value per share (baht) | 4,023,125,000 | 1,135,800 | ||
NTA | 3,823,901,063.95 | 80,632,981.23 |
As of December 30, 2021, Vachara Sirivej Co., Ltd. (Chiangrai Inter Hospital) participated in the moratorium project with the financial institution. This project had 3 years period from December 30, 2021
to 30 December 2024 and it had increased expense as follows; | |||
1. | Property maintenance free | 3,000,000 | baht |
2. | Property rent | 300,000 | baht |
3. The loss will occur in the amount of 21.15 million baht if the company don't pay the debt as promised. Because the collateral has value more than debt the amount of 21.15 million baht.
- Conditions affect to Shareholders' right; None
-
Opinion of the Board of Director;
The Board of Directors has had opinions that the transactions investment in common share of Vachara Sirivej Company Limited will benefit in term of increasing the bargaining power in purchasing materials and expand the company' s business. Therefore this investment is appropriate, low risk and benefit of the company and shareholders over the long run. - Opinion of the Audit Committee and directors which are different from the opinion of the Board of Directors; The Audit Committee' s opinion is also aligning with the Board of Director' s opinion. There is no director has different opinion from the Board of Directors' opinion.
Please be informed accordingly.
Yours faithfully,
(Dr. Dusit Srisakul)
Managing Director
Administrative Office
Tel. 052-134701
Fax. 052-134799
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Chiang Mai Ram Medical Business pcl published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 12:01:35 UTC.