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SCMP Reporter

SHOUGANG Holdings (HK) and tycoon Li Ka-shing have swooped on the troubled Kader group with a $582.48 million back-door listing deal to take control of Kader Investment.

  The Kader group is at the centre of a controversy in Thailand where a fire at its toy factory resulted in 188 workers being killed. There are reports that 80 other workers are still missing.

  Shougang, the mainland steel-making enterprise, and a subsidiary of Cheung Kong (Holdings) are in a consortium of buyers proposing to take control of Kader Investment.

   If the deal goes ahead, Mr Li will place his son Richard on the board.

  Shougang will leave the company in property investment and it has vowed not to make a material change to the company's businesses or inject assets into it.

   The transaction values Kader Investment at $788 million.

   Under the deal, Kader Investment will sell to parent company Kader Holdings three property assets for $337.14 million in conjunction with the back-door listing.

   The transaction represents the fourth such listing in which Shougang has negotiated to buy a controlling stake in a company.

   The other companies were Tung Wing Steel Holdings, in October last year, Eastern Century Holdings, in February, and Santai Manufacturing, last month. Further details of another similar transaction to take control of Chevalier International have yet to be announced.

   Under the present transaction, it is proposed the buying consortium take up 74 per cent of the shares of Kader Investment, owned 36 per cent by Mr Dennis Ting Hok-shou and Mr Kenneth Ting Woo-shou and 38 per cent by Kader Holdings. A similar deal is proposed for the outstanding warrants in similar proportions.

  The buying price of the shares is $7.02 and the warrants is $3.07. A general offer is triggered at the same share price, representing a 31.8 per cent discount on the $10.30 close of the share on Monday and a 53.5 per cent discount on the warrant close of$6.60 the same day.

  The share offer represents a 5.2 per cent premium on the audited net asset value of the company on December 31.

   According to Bloomberg data, the average price of the share since the beginning of the year was $5 and the warrant $2.40.

  In the buying consortium Shougang will take a 68 per cent controlling stake with a company called Kotech, through a British Virgin Islands company in which both parties have an equal stake.

   Kotech is a Hongkong-incorporated company 40 per cent owned by Wuhan Shangjiang Grand Development and 20 per cent each owned by Shanghai Grand Development, Shenzhen Grand Development and Guangzhou Grand Development. All of these companies are state-owned enterprises in mainland property development.

  Cheung Kong and CEF Holdings are planning to take 14 per cent interest through a company in which the property developer has 87.5 per cent and the group merchant bank 12.5 per cent.

  A further 13 per cent in the consortium is being taken by Mr Martin Kwok Ying-chuen, a Hongkong businessman involved in property development.

  The remaining five per cent will be held by the Tung Tai Group, owned by Mr Leo Lee Tung-hai and his family, who are involved in trading, finance and investment.

  On completion of the deal the current board of Kader Investment will quit. The new directors are expected to be Mr Zhou Beifang, Mr Deng Zhifang, Mr Richard Li, Mr Joseph L.F. Yu and Mr Leo Lee.

  A joint statement last night said: ''It is the intention of the purchasers to maintain the principal activities of the Kader Investment group unchanged and to allow the Kader Investment group to continue to be engaged in properties and investments in both Hongkong and China.

  ''In the event that the disposal agreements are completed, it is the intention of the purchasers to reinvest the sales proceeds obtained to acquire new property investments in Hongkong and China which in the opinion of the new board will offer the group potential for good capital appreciation.''   The statement also said: ''It is not the intention of the purchasers to make any material changes to the existing businesses of Kader Investment nor is it in the intention of the purchasers to inject any material assets into the Kader Investment group.''   The statement said the buyers planned to retain the employees of the group under the new board.

    In the property disposal deal between Kader Investment and Kader Holdings, the parent is buying for $295.34 million the Kader Industrial Building in Kowloon Bay and $14.22 million of property in Dongguan for property development.

  The disposal also involved an almost one-third share of a trust-owning property in Vancouver for $27 million.



Shougang and Li swoop on Kader