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2003-12-19 11:28:00 a.m. HKT, XFNA
Hong Kong's Wai Kee signs deal to restructure I-China, buy major stake
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HONG KONG (AFX-ASIA) - Construction company Wai Kee Holdings Ltd said it
has signed an agreement with provisional liquidators to take a controlling
stake in I-China Holdings Ltd after the latter's debt and capital
restructuring.
I-China is involved in the provision of motor vehicular financing
services.
Wai Kee is currently not connected to I-China, the trading of whose
shares has been suspended since Jan 15, 2002, after it ran up heavy debts. A
creditor filed a petition to wind-up I-China on Dec 3, 2002, and RSM Nelson
Wheeler Corporate Advisory Services were appointed provisional liquidators.
Under the agreement, the value of I-China's 508.34 mln issued and paid-up
shares will be reduced to 0.0025 hkd each from 0.01 hkd. The resulting credit
of about 3.81 mln hkd will be used to plug I-China's accumulated loss of
about 938 mln hkd as at March 31, 2002.
Every four of the 508.34 mln shares of 0.0025 hkd each will then be
consolidated into one new share of 0.01 hkd each, thereby resulting in 127.08
mln shares.
In addition, I-China's authorized share capital will be increased from 80
mln hkd to 200 mln hkd divided into 20 bln shares.
In order to restore I-China's public float to not less than 25 pct, as
the listing rules require, Wai Kee will distribute 2.199 bln new shares to
Wai Kee shareholders after the restructuring is completed. Shareholders with
every five Wai Kee shares will get 14 new I-China shares, the company said.
Wai Kee has also offered to pay I-China's creditors 22 mln in cash and
allot them 200 mln new I-China shares, representing about 3.2 pct of the
issued capital. In return, I-China's creditors will have to discharge and
waive all claims against I-China, which amounted to 545 mln hkd as at Nov 22,
2003.
In addition, Wai Kee will grant creditors a put option for the right to
sell their shares back to Wai Kee at 0.01 hkd each within two years.
After restructuring, Wai Kee will subscribe to 5.987 bln shares of
I-China at 0.01 hkd each, representing about 94.8 pct of its enlarged issued
share capital. But as Wai Kee will distribute 2.199 bln I-China shares to Wai
Kee shareholders, its direct shareholding in I-China will fall to 60 pct.
The purchase, which will amount to 89.87 mln hkd, will be settled in cash
of 29.87 mln hkd and the remainder through an injection of Wai Kee's entire
construction business into I-China.
Wai Kee said it intends to maintain the listing status of I-China on
completion of the restructuring.
""Wai Kee shareholders and potential investors should exercise caution
when dealing in the Wai Kee shares as the proposed restructuring may or may
not proceed,"" the company said in a statement.
(1 usd = 7.8 hkd)
jill.wong@afxasia.com
jyw/ds
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