SEAPOWER International Holdings is selling down its Seabase International Holdings stake to allow a mainland foods group takeover for $382.75 million in one of the biggest back-door listing deals on the stock exchange this year. On completion of the deal Seapower International, which holds 64 per cent of Seabase, will hold nine per cent and China National Cereals, Oils and Foodstuffs Import and Export Corp (CEROILFOOD) 55 per cent of Seabase, leaving the public with 36 per cent.The deal triggers a general offer. Under the same complex series of deals, Seapower International has agreed to buy all outstanding debt and liabilities to a number of Seabase subsidiaries for $544.8 million. Meanwhile, CEROILFOOD is injecting property assets and income-generating loan arrangements into Seabase for $130.9 million. Operations with significant interests in Southseas Oils and Fats Industrial (Chiwan) and Southsea Oil and Fats (HK) are also being injected. Seapower International will retain its control over listed Seapower Resources International through a 35.5 per cent holding. In turn Seabase will hold 15.1 per cent of Seapower Resources. The remaining 49 per cent will be held by the public. A statement issued yesterday said: ''The directors of Seapower believe that the agreement[s] represent the intention of Seapower to concentrate on the development of their interests in investment and industrial sectors, which is consistent with the long-term corporate development strategy.'' The statement added: ''The directors of Seabase believe that the . . . agreement . . . represent[s] an initiation of a strategic alliance with a strong partner which is a subsidiary of a state-owned enterprise in China, which may be expected to produce, over a period of time, substantial synergies and opportunities.'' The sale by Seapower International of shares in Seabase has been agreed at $2.61 a share. The general offer is expected to take the same price for ordinary shares and 61 cents for each warrant. This represents a 32.6 per cent discount to the Seabase share price close on April 29 and 72.3 per cent discount to the warrant price close the same day. On completion of the arrangements all the existing directors of Seabase other than Seapower chief executive Francis Yuen Tin-fan and chairman Mr Choi Sai-leung will leave the board. The statement said: ''The present intention of Top Glory [through which CEROILFOOD indirectly holds Seabase] is that Seabase will continue its existing property and industrial investment activities while also focusing on the business of processing and refining of oils and fats in China. ''Top Glory will consider injecting investment interests in certain industrial projects both in Hongkong and China into Seabase at an appropriate time.'' Seapower directors Man Sai-cheong and Agus Anwar have been appointed to the independent committee to advise minority shareholders and Morgan Grenfell Asia (Hongkong) has been appointed the adviser to the committee. Seabase director Marcel Han Leong Tjia is to advise minorities at Seabase on the deal, via an independent committee, with financial advice from Standard Chartered Asia. CEROILFOOD was established in 1952 under the Ministry of Foreign Trade and Economic Co-operation and is engaged in the import of grains, oils and fats, sugar, fish-meal, foodstuffs and other primary food products.