Date/Time 04 มี.ค. 2568 07:17:00

Headline

Notification of the BOD no. 1/2025, the issuance and offering of the warrants, the issuance and offering of ordinary shares through private placement, and EGM No. 1/2025 (Revised)

Symbol IMH
Source IMH
Schedule of Shareholders' meeting Subject : Schedule of Extra-General Meeting of Shareholders Date of Board resolution : 27-Feb-2025 Shareholder's meeting date : 20-May-2025 Beginning time of meeting (hh:mm) : 09 : 00 Record date for the right to attend the : 21-Mar-2025 meeting Ex-meeting date : 20-Mar-2025 Significant agenda item : - Capital increase - The issuance of convertible securities - To consider and approve the amendment of Article of the Company's Memorandum of Association to reflect the capital increase Venue of the meeting : S.D. Avenue Hotel (Pinklao), Pinklao Room, 3rd Floor, No. 94 Boromratchonnanee Road, Bamru Subdistrict, Bang Phlat District, Bangkok 10700 Agenda Item : 1 Agenda Detail : To consider and approve the decrease of the Company's registered and paid-up capital in the amount of 499,100 baht from the current registered capital of 107,500,000 baht to be the registered capital of 107,000,900 baht by cancelling 998,200 unissued repurchased shares and approve the amendment of the Company's Memorandum of Association Clause 4 to be consistent with the decrease of the Company's registered capital Type : To Consider and approve Board's Resolution : Approved to propose to the shareholders' meeting for consideration and approval of the decrease of the Company's registered capital, in the amount of 499,100 Baht from the original registered capital of 107,500,000 Baht to the new registered capital of 107,000,900 Baht, by canceling 998,200 unissued shares, with a par value of 0.50 Baht per share, and approved the amendment of the Company's Memorandum of Association Clause 4 to be consistent with the decrease of the Company's registered capital. Agenda Item : 2 Agenda Detail : To consider and approve the issuance and offering of warrants to purchase ordinary shares of the Company No. 1 (IMH-W1) to be allotted to the existing shareholders of the Company in proportion to their shareholdings (Right Offering), in the amount of not exceeding 107,000,900 units (without offering value) Type : To Consider and approve Board's Resolution : Approved to propose to the shareholders' meeting for consideration and approval of the issuance and offering of warrants to purchase ordinary shares of the Company No. 1 (IMH-W1) to be allotted to the existing shareholders of the Company in proportion to their shareholdings (Right Offering), in the amount of not exceeding 107,000,900 units without offering value at the ratio of 2 ordinary shares per 1 unit of warrants (in case there are fraction, such fraction shall be rounded down). The IMH-W1warrants will have a 1-year term, and each warrant unit will entitle the holder to purchase 1 ordinary share at an exercise price of 6 baht per share (unless the exercise price is adjusted in accordance with the terms and conditions regarding the rights and obligations of the IMH-W1 warrant issuer) Agenda Item : 3 Agenda Detail : To consider and approve the increase of the Company's registered capital in the amount of 65,000,450 baht from the current registered capital of 107,000,900 baht to be the registered capital of 172,001,350 baht and approve the amendment of the Company's Memorandum of Association Clause 4. Reregistered Capital to be consistent with the increase of the Company's registered capital Type : To Consider and approve Board's Resolution : Approved to propose to the shareholders' meeting for consideration and approval of the increase of the Company's registered capital in the amount of 65,000,450 baht from the current registered capital of 107,000,900 baht to be the registered capital of 172,001,350 baht and approved the amendment of the Company's Memorandum of Association Clause 4. to be consistent with the Company's registered capital increase Agenda Item : 4 Agenda Detail : To consider and approve the allotment of the newly issued ordinary shares in the amount not exceeding 130,000,900 shares with a par value of 0.50 baht per share as follows Agenda 4.1 To consider and approve the allocation of the newly issued ordinary shares in the amount not exceeding 107,000,900 shares to reserve the exercise of rights to purchase ordinary shares of company No.1 (IMH-W1) to be allotted to the existing shareholders of the company in proportion to their shareholdings (Right Offering) (without offering value) Agenda 4.2 To consider and approve the allocation of newly issued ordinary shares in the amount of not exceeding 23,000,000 shares to accommodate the offering through private placement to BKI HOLDINGS PUBLIC COMPANY LIMITED ("BKIH") at the offering price of 2.1028 baht/share amounting to 48,364,400 baht. BKIH shall not receive the allotment of IMH-W1 and Mr. Chai Sophonpanich shall be appointed as the Company's Advisory Chairman after the allotment. Type : To Consider and approve Board's Resolution : Approved to propose to the shareholders' meeting for consideration and approval of the allotment of the newly issued ordinary shares in the amount of not exceeding 130,000,900 shares with a par value of 0.50 baht per share Agenda Item : 5 Agenda Detail : To consider of other matters (if any) Type : To Consider and approve Board's Resolution : -No ______________________________________________________________________ Issued Convertible Securities Subject : Issued convertible securities Date of Board resolution : 27-Feb-2025 Type of allocated securities : Warrants Allocate to : All common shares' shareholders Number of allotted warrants (units) : 107,000,900 Reserved shares for the exercise of : Common shares warrants Number of additional shares (shares) : 107,000,900 Ratio (Existing shares : Warrant) : 2.00 : 1.00 Record date for the right to receive warrants : 20-May-2025 Ex-rights date : 19-May-2025 Offering price (baht per unit) : 0.00 Description of warrants Warrant Symbol : IMH-W1 Name of warrant : Warrants to purchase ordinary share of Intermedical Care and Lab Hospital Public Company Limited No.1 Exercise ratio (warrant : share) : 1.00 : 1.00 (Update) Exercise price (baht per share) : 6.00 Term of warrants : 1 year after the issuance and offering of the Warrant, however, after the issuance of the warrants, the Company will not extend the term of warrants. ______________________________________________________________________ Increasing Capital Subject : Specifying the purpose of utilizing proceeds Date of Board resolution : 27-Feb-2025 Number of additional common shares : 130,000,900 (shares) Total of additional shares (shares) : 130,000,900 Par value (baht per share) : 0.50 Type of allocated securities : Common shares Allocated to : Private placement (PP) Person(s) receiving allotment(s) : BKI HOLDINGS PUBLIC COMPANY LIMITED Number of allotted shares (shares) : 23,000,000 % of Paid Up Capital after capital : 9.70 increase Subscription price (baht per share) : 2.1028 Total shares allocated to Private : 23,000,000 Placement (Shares) Allocated to : Reserved shares for the exercise of convertible securities Number of allotted shares (shares) : 107,000,900 ______________________________________________________________________ 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.