Pansy Ho can keep family shares after MGM China listing
Pansy Ho Chiu-king's non-compete agreement with MGM China Holdings will let her keep her directorship and minority stake in the parent of rival Macau casino operator SJM Holdings, according to a stock exchange filing.
Ho, daughter of gaming magnate Stanley Ho Hung-sun, is a director of Sociedade de Turismo e Diversoes de Macau (STDM), which owns 55.7 per cent of SJM.
Following a March settlement that ended a bitter family feud over control of her father's casino empire, Pansy Ho holds an indirect 3.77 per cent stake in STDM, MGM China said yesterday in a stock exchange filing.
Ho is also the co-chairwoman and an executive director of MGM China, her Macau joint venture with Las Vegas casino operator MGM Resorts International. She is selling between 20 per cent and 23 per cent of her MGM China shares in a local stock market listing that could see her reap up to US$1.5 billion in listing proceeds, a source familiar with the deal said, while retaining a 26 per cent to 29 per cent stake in the firm.
MGM China, which will be 51 per cent controlled by MGM Resorts following the planned listing, said Ho would exercise discretion when it came to her competing interests. 'As Pansy Ho is a director and substantial shareholder of the company, she does not intend to participate in board decisions of STDM which concern the exercise of rights attaching to its indirect majority shareholding in SJM,' MGM China's draft listing document said.
MGM China said the family dispute earlier this year over ownership of Stanley Ho's controlling stake in STDM, almost all of which was ultimately transferred to other family members, was not an issue.
'The company is of the view that neither the dispute nor the settlement of the same has had or will have a material impact on its management or business,' MGM China said.
Under the terms of a complicated non-competition agreement signed between Ho and MGM Resorts, Ho and her associates can own shares in STDM as long as they do not directly or indirectly control the firm, and so long as STDM's Macau casino investments are confined to publicly listed SJM.
Any breach of the non-compete agreement by Ho that is triggered by the activities of STDM, SJM or Shun Tak Holdings - where she serves as managing director and owns an indirect 11 per cent stake - would give her 30 days to resolve the situation.
The agreement gives Ho three options: undo such a breach of the agreement, sell down her stake in MGM China to below 20 per cent, or sell down her stake in Shun Tak, STDM or SJM to a level that 'no longer causes a breach'.
MGM China started pre-marketing its public offering yesterday and aims to raise US$1 billion to US$1.5 billion, the source familiar with the transaction said yesterday. Pricing of the deal is currently targeted to be set on May 27 and trading to begin on June 3. Bank of America Merrill Lynch, JPMorgan and Morgan Stanley are the joint global co-ordinators of the offering.