Share Repurchase Disclosure Form
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 25,2009 to March
25,2010
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