Shareholders of Ghani Chemical Industries Limited (PSX: GCIL) have unanimously approved a comprehensive Scheme of Compromise, Arrangement, and Reconstruction involving the demerger and merger of Ghani Chemical Industries Limited, Ghani ChemWorld Limited, and Ghani Products (Private) Limited.
The approved scheme includes the demerger of GCIL’s Calcium Carbide Project, which will be transferred to Ghani ChemWorld Limited. This proposal, presented to the shareholders, received their full support.
Additionally, subject to the Lahore High Court’s approval, the merger of Ghani Products (Private) Limited into GCIL was also sanctioned by the shareholders. As part of this arrangement, shares of GCIL held by Ghani Products (Private) Limited will be distributed to its shareholders on a pro-rata basis.
The scheme further stipulates that all assets and liabilities, including income tax and other statutory obligations of Ghani Products, will be transferred to GCIL. Similarly, assets and liabilities related to the Calcium Carbide Project will be transferred to the Transferee Company, Ghani ChemWorld Limited.
Employees of Ghani Products and those associated with the Calcium Carbide Project will transition to the respective Transferee Companies on the effective date of the scheme.
The scheme also outlines that GCIL will allot shares to the shareholders of Ghani Products (Private) Limited according to the SWAP Ratio. Ghani ChemWorld Limited will issue partially redeemable shares to GCIL shareholders, also based on the SWAP Ratio. In return, GCIL will allocate additional ordinary shares to Ghani ChemWorld Limited as specified in the scheme.
Furthermore, the partially redeemable shares of Ghani ChemWorld Limited will be listed on the Pakistan Stock Exchange (PSX) and will have eligibility status with the Central Depository Company of Pakistan Limited (CDC), along with all associated rights and liabilities.
The effective date for the scheme is set for June 30, 2024, or another date as determined by the Lahore High Court. This date will not affect the SWAP and distribution ratios established in the scheme. Any discrepancies will be adjusted in goodwill or merger reserves as necessary.
The notice clarifies that no further shareholder approval will be required for the scheme’s implementation. The SWAP ratio will remain unchanged unless directed otherwise by the Lahore High Court or the Securities and Exchange Commission of Pakistan, with the company’s acceptance. The actual transfer will occur on the sanctioned date when the scheme becomes operative.
