Date/Time 01 Apr 2025 08:48:00
Headline
Scheduling of the EGM of Shareholders No. 1/2025, Capital Increase for Private Placement, Request for Waiver of Mandatory Tender Offer, Offering of Newly Issued Ordinary Shares to Existing Shareholders and Increase in the Number of Directors
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 31-Mar-2025 Shareholder's meeting date : 09-Jun-2025 Beginning time of meeting (hh:mm) : 09 : 00 Record date for the right to attend the : 24-Apr-2025 meeting Ex-meeting date : 23-Apr-2025 Significant agenda item : - Capital increase - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction Venue of the meeting : Nantha Park Club Building Agenda Item : 1 Agenda Detail : To consider the approval for registered capital reduction Type : To Consider and approve Board's Resolution : it is deemed appropriate to propose a reduction of the registered capital that has not been fully paid. Agenda Item : 2 Agenda Detail : Consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital reduction Type : To Consider and approve Board's Resolution : In accordance with the proposed reduction in the company's registered capital. Agenda Item : 3 Agenda Detail : To consider and approve the increase of the company's registered capital by 941,686,960 Baht, from the previous registered capital of 847,467,400 Baht to a new registered capital of 1,789,154,360 Baht, through the issuance of 941,686,960 newly issued ordinary shares with a par value of 1.00 Baht per share. Type : To Consider and approve Board's Resolution : It is deemed appropriate to propose an increase in the company's registered capital by 941,686,960 Baht, from the previous registered capital of 847,467,400 Baht to a new registered capital of 1,789,154,360 Baht. Agenda Item : 4 Agenda Detail : To consider and approve the amendment of the company's Memorandum of Association, Clause 4, to align with the increase of the company's registered capital Type : To Consider and approve Board's Resolution : It is deemed appropriate to amend the Memorandum of Association to align with the increase in the company's registered capital. Agenda Item : 5 Agenda Detail : To consider and approve the waiver of the mandatory tender offer for all securities of the business based on a shareholders' meeting resolution (Whitewash). Type : To Consider and approve Board's Resolution : To be presented to the shareholders' meeting for consideration and approval of the delegation of authority to the Board of Directors or a person authorized by the Board of Directors to determine any necessary details related to the waiver of the mandatory tender offer for all securities of the business based on a shareholders' meeting resolution (Whitewash). Agenda Item : 6 Agenda Detail : To consider and approve the appointment of 3 new directors. Type : To consider and approve the appointment of directors Board's Resolution : It is deemed appropriate to propose the appointment of 3 new directors as proposed. 1) Dr. Siripong Luengvarinkul, (M.D.) 2) Dr. Pramuk Unachak (M.D.) 3) Ms. Sutida Mongkolsuthree Agenda Item : 7 Agenda Detail : To consider other agenda Type : To Consider and approve Board's Resolution : - ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 31-Mar-2025 Number of additional common shares : 941,686,960 (shares) Total of additional shares (shares) : 941,686,960 Par value (baht per share) : 1.00 Type of allocated securities : Common shares Allocated to : All Common shares' shareholders Number of allotted shares (shares) : 511,186,960 Tentative ratio (Old : New) : 5 : 2 Expected Date to be announced final : 14-Jun-2025 ratio Tentative subscription price (bath : 5.00 baht per share per unit) Expected Date to be announced final : 01-Aug-2025 subscription price Subscription period : From 22-Aug-2025 to 28-Aug-2025 Record date for the right to : 06-Aug-2025 subscribe additional shares Ex-Rights Date (XR) : 05-Aug-2025 Allocated to : Private placement (PP) Person(s) receiving allotment(s) : Ramkhamhaeng Hospital PCL. Number of allotted shares (shares) : 430,500,000 % of Paid Up Capital after capital : 33.69 increase Expected Date to be announced final : 09-Jun-2025 subscription price Subscription period : From 29-Jul-2025 to 30-Jul-2025 Total shares allocated to Private : 430,500,000 Placement (Shares) ______________________________________________________________________ More detail : The consideration of Agenda Items 3 to 6 shall be regarded as interrelated and conditional upon one another. If any of these agenda items is not approved, all previously approved items shall be deemed canceled, and no further consideration of the remaining agenda items will take place. It shall be considered that the approval of these matters has not been granted by the shareholders' meeting. ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement. If you would like to see the full details of this information, please click view "full details" in attached file.