A number of RAM’s subsidiaries had their excess liquidity contributed as financial assistance to F&S in the form of lending, without collateral, through issuance of one-year Bills of Exchange (B/E) with the interest rates of 2.25-2.5 percent per annum, in the total amount of 480 million baht, which F&S had fully repaid, both loan principal and interest. However, as such transactions had not been granted prior approval from the shareholders’ meeting according to the SEC notifications on connected transactions, the RAM’s Board of Directors resolved to seek shareholders’ confirmation on the matter on 28 April 2023.

In this connection, RAM also received financial assistance from F&S in the form of loans, due at call, in the amount of 1,000 million baht with the interest rates of 3.75-4.00 percent per annum, which RAM had partially repaid with the remaining loan balance of 200 million baht, to be due on 31 October 2023.

The IFA is of the opinion that the shareholders should disapprove the transactions of RAM’s subsidiaries’ financial assistance given to F&S due to the inappropriate rates of return the subsidiaries received, which are lower than the market rates and lower than the financing costs of loans from financial institutions of each subsidiary. Besides, in calculating the interest incomes and expenses from such circulated lending, it was found that RAM’s group of companies made a total loss of 3.46 million baht. 

RAM’s Board of Directors are of the view that the rates of return on lending to F&S, which are determined at 2.25-2.5 percent per annum are better than the deposit rates of 0.40-1.35 percent per annum, to be received from depositing money with the domestic financial institutions, and the lending is in line with the company’s loan and investment policy at that time, and the company has no intention to generate profit margins for the major shareholder. As such, the company's Board of Directors' Meeting No. 8/2566 held on 17 March 2023 passed a resolution for RAM’s subsidiaries to call for the marginal interest payment of 3.46 million baht from F&S, which F&S had made a full payment on 30 March 2023. 

The shareholders are strongly advised to review the information carefully and exercise their rights to protect their interest, and to make inquiries with RAM’s executives for complete information for their decision-making.