Karachi: Ghani Chemical Industries Limited (GCIL) has released an addendum to its previously announced demerger/merger scheme, which involves compromises, arrangements, and reconstruction. The company, in a communication dated January 21, 2025, has enclosed several significant documents, including an auditor certificate that addresses the revised swap ratio between Ghani Chemical Industries Limited and Ghani ChemWorld Limited.

The addendum is a continuation of efforts by GCIL to refine the structural changes involving Ghani Products (Private) Limited and Ghani ChemWorld Limited (GCWL). The swap ratio revision details how GCIL plans to allocate shares between its entities. Before the scheme, Ghani Chemical Industries Limited had 49,993 shares, which remain unchanged post-scheme. Ghani Global Holdings Limited, in contrast, is now holding 139,879,150 shares. Post-restructuring, GCWL's allocation includes 46,786,150 shares for directors, the CEO, their spouses, and children, while the general public and others hold 250,143,950 shares.

The authorized capital and issued capital of the companies involved are also slated for changes. Before the scheme, GCIL had an authorized capital of 8.00 billion Rs. After the scheme, this figure stands at 6.00 billion Rs. The authorized capital of GCWL has increased from 0.001 billion Rs. to 2.51 billion Rs. Partially redeemable shares were introduced at a value of 41.01 million Rs.

Issued capital changes are equally notable. GCIL's issued capital increased from 5.00 billion Rs. to 5.70 billion Rs., while GCWL saw a dramatic rise from 0.50 million Rs. to 2.50 billion Rs. Additionally, GCWL introduced partially redeemable shares valued at 100.00 Rs. per share, bringing the total issued capital to 8.21 billion Rs.

The addendum further specifies that GCWL aims to increase its authorized share capital post-restructuring, upon settling the necessary registration fees with the Securities and Exchange Commission of Pakistan (SECP). The ordinary shares are projected to reach 2.51 billion Rs., equivalent to 251.00 million shares, and partially redeemable shares to 41.01 million Rs., encompassing 410,100 shares.

According to information available from the Pakistan Stock Exchange (PSX), the revised swap ratio report, outlined in Annexure C dated October 10, 2024, indicates that assets, reserves, and liabilities amounting to 2.40 billion Rs. will be transferred by GCIL under the proposed reconstruction. GCWL will incorporate investments valued at 1.02 billion Rs. into its financial statements using the equity method. After accounting for liabilities of 925.47 million Rs., net assets of 2.50 billion Rs. are slated for transfer to GCWL.

To facilitate this transfer, GCWL plans to issue 250.09 million ordinary shares of 10.00 Rs. each to GCIL shareholders. A revised swap ratio of 500 GCWL shares for every 1,000 GCIL shares has been proposed, highlighting the strategic measures being adopted as part of this comprehensive restructuring initiative.