Share Repurchase Disclosure Form (Edit)


Form TS-1.2 Share Repurchase Disclosure Form In the case where repurchasing the company's own shares is for financial management purposes. (Under Section 66/1 (2) of the Public Company Limited Act Sikarin Public Company Limited September 10,2009 We, Sikarin Public Company Limited , hereby notify the resolution of the board of directors, no.9/2009, held on September 10,2009 . regarding the approval on the proposed share repurchase for financial management purposes, with the details as follows: 1. The share repurchase project 1.1. The maximum amount for the share repurchase is 66,000,000 baht. 1.2. Number of shares repurchased 6,000,000 shares (at par value 6.50 baht per share) or equal to 6.00% of the total of paid-up capital. 1.3. Procedure used for the repurchasing of shares on the Stock Exchange of Thailand offer to general shareholders at the price of - baht per share (the price being the same) The repurchase period will be started from September 29,2009 to March 28,2010 Remarks : The company has to disclose the propose share repurchase not later than 14 days prior to the date on which the shares will be repurchased 1. The implementation period shall not exceed 6 months when a share repurchase scheme is by way of purchasing from the SET. 2. The repurchase period shall not be less than 10 days and shall not exceed 20 days in the case where the offering is from the general shareholders. 1.4 The principle use to determine the repurchase price taking into account the average market price during the last 30 days prior to the date on which the company discloses the information of shares repurchase. -The offered price of the repurchase of shares is not exceed the average closing price of these shares for the preceding 5 business days plus an amount of 15% of such average closing price. Thus, the last 30 days prior until August 10,2009 to September 9,2009 is 9.70 baht per share.( The average market price during the last 30 days) -2- 2. The information of the company 2.1 Retained Earning and Excess Liquidity The company's retained earning and excess liquidity is based on the Reviewed Financial Statement as of June 30,2009. - The company's retained earning is 67,069,000 baht. - The company's debts, which shall become due within the 6 months following from the date on which the shares will be repurchased, is equal to 33,300,000 baht and interest expense is equal to 7,310,000 baht. - The company has net cash flow as ended of June 30,2009 is 46,313,000 baht and the other source of funds is from net medical service revenue cash flow in Quarter 4,2009 is 58,917,000 baht so the company has net cash flow as ended of December 31,2009 is 105,230,000 baht which able to repay the abovementioned debts in 6 month from the date which the company discloses the information of shares repurchase. 2.2 The number of minor shareholders (Free float) as in the share registration book finalized on March 24,2009 equal to 78% of the company's paid up capital. In addition, the company encloses herewith the report of the company's share distribution. 3. Reasons for the proposed share repurchase. 3.1 Maximum utilization of excess liquidity 3.2 Increasing return for Shareholders (ROE) including earning per share(EPS) 3.3 Signing in the company's financial strength. 4. Likely impacts after the share repurchase 4.1 Impact on the shareholders. - The shareholder will increasing in dividend payout per share and ROE 4.2 Impact on the company - The company will increasing in liquidity and decreasing in net worth amount of 66,000,000 baht when endup this share repurchase project. 5. The description of the resale of shares and of the shares written off. - Period for the resale of share is from 6 month not exceed 3 years after sale of shares Procedure according by the resolution of board of directors. - Principle used to determine the resale price : the offered price of the disposal of shares is not be less than the average closing price of these shares for the preceeding 5 business days less -3- an amount of 15% of such average closing price 6. Shares repurchased in the past - none - The company certifies that the information contained in this report and attached documents are true and complete in all respects ( Pol.Lt.Gen. Jarax Sangtaweep ) Vice Chairman