THE $1.88 a share offer for World Trade Centre Group (WTC) by China National Cereals Oils and Foodstuffs Import and Export Corp (Ceroil) will be the first back-door listing to be forced to comply with new listing rules. Tomson Pacific, which holds 640 million shares or about 35 per cent of WTC, has agreed to accept the Ceroil offer for its stake and most of WTC's remaining assets. Ceroil will inject land and development projects in both Hongkong and China into WTC for slightly less than $1 billion. Earlier this year WTC sold its main asset, the World Trade Centre building in Causeway Bay, to Sun Hung Kai Properties for $2.21 billion. In a statement issued last night, the companies involved in the offer said the exchange had indicated that WTC would be treated as if it were a new applicant for listing and would therefore have to comply with Chapter Eight of the listing rules. The wave of back-door listings by mainland companies seeking a Hongkong-listed vehicle moved the exchange to examine the situation and it warned recently that listing rules could be imposed even when the vehicle being acquired had a long listing history. The $1.88 per share offer by Ceroil values WTC at about $3.4 billion. WTC would emerge from the restructuring as a mainland-controlled property and investment group. The new owners intend carrying on investment in property in Hongkong and China and opening a food and drink related business on the mainland. Among the Hongkong assets to be injected into WTC by Ceroil and its associates are the Top Glory Tower in Gloucester Road for $600 million and a block of land in Tai Hang Road for $82 million. The main China development to be acquired by WTC is Phase Two of a commercial and residential development in Bao'an, Shenzhen for $321 million. Smaller projects in Guangzhou, Shenyang, Fujian and Beijing are included in the parcel of new assets. WTC has a put option, or right to sell, over the mainland projects in the event that valid, enforceable land rights are not obtained within 12 months of the completion of the asset injection agreement. Ceroil has also arranged to inject Brunton Holdings, one of its vehicles involved in the planned takeover of Seabase International, into WTC. Brunton's part in the Seabase deal was to receive about 35 per cent of Seabase's issued capital at $2.61 per share and make a general offer for the remainder. Ceroil intends gaining a majority stake in Seabase, leaving Seapower, its former parent, with nine per cent and the public about 36 per cent. Tomson has agreed to acquire from WTC 75 per cent of the holding company which controls Tomson China's mainland property portfolio and PVC pipe manufacturing businesses for $629 million, subject to adjustments. Other assets to be injected into Tomson include Bond China, whose main asset is the Huizhou Brewing Company. Tomson has agreed to pay an aggregate of $29.2 million for the brewer, which recently won the Carlsberg licence in China until the year 2006. Tomson will take the Modern Fame holding company - representing a grab-bag of assets including a 10.5 per cent stake in Macau Horse Racing Co and a six per cent stake in a Portuguese construction company - for $525 million in cash and 269 million shares or 10.33 per cent of Regal Hotels. These shares are held in the Tomson subsidiary Karema Ltd, which will be transferred to WTC. In a special deal under Rule 25 of the takeover code, Tomson has undertaken to buy or find a buyer for WTC's 9.8 per cent stake in the Thai-listed Charoong Thai Wire and Cable Co for at least its $109 million book value. According to the statement, the stock exchange will also closely monitor trading in WTC shares if less than 25 per cent of the company is in public hands after the offer's closing date. The joint statement said Sun Hung Kai had agreed to place out all shares tendered by WTC shareholders above the 75 per cent mark. Trading in shares of WTC, Tomson and Rivera, suspended since May 31, is expected to resume on Friday. The group is under investigation by an inspector appointed by the Financial Secretary. The deal is subject to regulatory and shareholder approval.