Cheung Kong to raise stake in RNA/Tem Fat; swap Can Do debt for shrs/property

HONG KONG (AFX-ASIA) - Cheung Kong (Holdings) Ltd is proposing to buy property and preference shares in Can Do Holdings Ltd by offsetting the 420 mln hkd owed by Can Do. Cheung Kong will transfer the preference shares in Can Do to both RNA Holdings Ltd and Tem Fat Hing Fung (Holdings) Ltd in exchange for shares in the companies. In a statement, the companies said Cheung Kong or its relevant group or related company will acquire properties from Can Do for a total of 234 mln hkd, which will be settled by offsetting part of the debt owed by Can Do. In addition, it will subscribe for 400 mln A preference shares at 0.25 hkd per share in Can Do Holdings which will be settled by offsetting part of the debt as well. Cheung Kong will transfer its A preference shares in Can Do to Tem Fat in exchange for not less than 965.25 mln Tem Fat shares at 0.1036 hkd per share. Cheung Kong will also subscribe for 284 mln B preference shares in Can Do for 71 mln hkd, which will also be off-set against debt owed. Cheung Kong will transfer its B preference shares in Can Do to RNA Holdings Ltd in exchange for not less than 293.63 mln RNA shares at 0.2418 hkd per share. The shares representing a 17.58 pct stake in RNA's enlarged share capital. In addition, Can Do will issue to George Chan Yuen Ming 80 mln new Can Do shares for 20 mln hkd or 0.25 hkd per share. The shares represent a 11.87 pct stake in its enlarged share capital. The funds will be used to reduce debt and as general working capital, the statement said. The parties are still in talks on whether to include in the final agreement a right for Cheung Kong to subscribe for either convertible preference shares in Tem Fat and RNA or new Tem Fat shares and new RNA shares as consideration for the A and B preference shares in Can Do. On completion of all the transactions, Cheung Kong will hold a 25.31 pct stake in Tem Fat, a 6.99 pct stake in Can Do and a 17.95 pct stake in RNA. Tem Fat will have a 31.80 pct stake in Can Do while RNA will hold a 6.01 pct stake. The proposal is aimed at enabling Can Do to reduce its debt from about 652 mln hkd to 245 mln hkd, as well as widen its shareholder base, the statement said.

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