Ramkhamhaeng Hospital Public : The acquisition of investment in Ramnakara Co.,Ltd.'s capital increase shares and status change from Associated to Subsidiary.
June 17, 2022 at 01:53 am EDT
Share
June 17st, 2022
To
:
Managing Director
The Stock Exchange of Thailand
Re
:
The acquisition of investment in Ramnakara Co.,Ltd.'s capital increase shares and status change
from Associated to Subsidiary.
The board of directors of Rmakhamhaeng Hospital Public Co.,Ltd. No. 015/2022 held on
June 17th, 2022 passed the following resolution the acquisition of Ramnakara Co.,Ltd.'s capital increase shares by proportion in the amount of 3,686,000 shares and remainder 4,861,615 shares at price 100 baht per share. Ramnakara increased capital from 2,500 to 3,500 million baht. After RAM purchased the Ramnakara's new shares, it will change status from Associated to Subsidiary Company of Ramkhamhaeng. Ram will increase the shareholding from 36.86 % to 50.75 %. Detail of the transactions are as follow:-
1.
Transaction date
With in
June, 2022.
2.
Parties involved
Buyer
: Ramkhamhaeng Hospital Public Co.,Ltd.
Seller
: Ramnakara Co.,Ltd.
Relationship between buyer and seller : Associated Company of Ramkhamhaeng 36.86 % (before capital increase shares).
Subsidiary Company of Ramkhamhaeng 50.75 % (after capital increase shares).
3. Total value of consideration
The payment will be made by installment for a total amount of 854,761,500 baht.
Basis used in determination on the value of consideration. At par value.
Share holding percentage of the company.
Prior
:
36.82 percent of registered capital.
After
:
50.75 percent of registered capital.
The detail of Ramnakara's shareholders ( before - after capital increase shares ).
ชือ
Before
After
Number of
%registered
Number of
%registered
shares
share
shares
share
1.
Ramkhamhaeng Hospital Public Co.,Ltd.
9,214,830
36.86
17,762,445
50.75
2.
Synphaet Hospital Co.,Ltd.
1,550,000
6.20
1,550,000
4.43
3.
Seriruk Hospital Co.,Ltd.
1,400,000
5.60
1,400,000
4.00
4.
Miss Phisthida Phanuphattanaphong
500,000
2.00
500,000
1.43
5.
Mr. Talit Chuen-Im
350,000
1.40
500,000
1.43
6.
F&S 79 Co.,Ltd.
405,000
1.62
405,000
1.16
7.
Mrs Anchana Sirivongs
400,000
1.60
400,000
1.14
8.
Mrs Panja Jiroparth
392,000
1.57
392,000
1.12
9.
Dr. Pitchaya Somburanasin
300,000
1.20
300,000
0.86
10.
Minor shareholders
10,488,170
41.95
11,790,555
33.68
25,000,000
100.00
35,000,000
100.00
6. The expected benefits to the company.
RAM purchases to join investment in good hospital project. The company expects to received pay back return rate about 10 % which higher than interest market rate. RAM will received dividend at preferable rate in the future.
7. Sources of Funds
The company will acquire the asset by using its available fund and financing from local finance. 8. General description of the transaction.
The transaction is Acquisition of Asset of Listed Companies, the size of the transaction is 2.36 %
value
of asset. Including the acquisition of assets with in six months, the transaction size is 8.84 %. The size of the transaction is below 15 percents and there is no newly issued share in return of payment. However
the
company will report the transaction to the Stock Exchange of Thailand.
Method
Calculation
Transaction Size (%)
NTA of the invested fund x proportion of the
1.
Asset Value Method
(NTA)
assets acquired
2.11
Company's NTA
New profit of the invested funds x proportion
2.
Net Profit Method
of the asset acquired
0.00
The Company's net profit
3.
Aggregate Value
of Returns
Value of acquired assets
2.36
Method
Net value of the Company's assets
Number of shares issued to pay for assets
Cannot calculated
4.
Aggregate Value securities Method
because no issued
All the Company's issued and paid-up shares
new shares.
9. It is the joint investment for the purpose of establishing a hospital 560 beds on Ramkhamhaeng road in Bangkok Province. The budget of this project about 3,500 million baht. It is expected to start operating
in the end of year 2022.
10. Opinion of the company's audit committee and/or director which are different from the opinion of the board of director. (No)
Yours Faithfully,
(Dr. Chamnan Chanapai)
Managing Director
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Disclaimer
Ramkhamhaeng Hospital pcl published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 05:52:05 UTC.
Ramkhamhaeng Hospital Public Company Limited is a Thailand-based company that is engaged in providing medical treatment for all types of diseases through physicians and medical professionals in all specialties. Its segments include Hospital, Others, and Investments in Associates and Affiliates. The Hospital business operates private hospital providing comprehensive medical services in all specialties and subspecialties with experienced physicians and medical professionals. It operates 13 hospitals, including Vibharam Pattanakarn Hospital (Flagship), Vibharam Hospital, Laem Chabang Branch, Phaetpanya Hospital, Vibharam Chaiprakarn Hospital, and Mahesak Hospital. The Others business includes sales of medical equipment, medicines, and medical supplies and medical device calibration services, such as surgical bed, lamp, boiler, patient bed, electrical system, blood transducer, stationary incubator, plate screw, laser machine and others. It also offers laboratory diagnostics services.
Ramkhamhaeng Hospital Public : The acquisition of investment in Ramnakara Co.,Ltd.'s capital increase shares and status change from Associated to Subsidiary.
RAMKHAMHAENG HOSPITAL 
