SINGAPOREAN electronics and telecommunications group Goldtron has come to the rescue of Swilynn International Holdings by offering to take on $610.9 million worth of debt, inject new assets and initiate sweeping changes in management. In exchange for taking on $541.3 million of the $610.9 million debt, it is proposed Swilynn will issue 2.16 billion shares to Goldtron, credited as fully paid. As part of the deal, Pitan Investments' Ng Mui-mui and Choy Chun-yak will be expected to agree to waive and discharge their claims against the group in exchange for either 36.08 million shares in the existing company or the same number in a new replacement company to be incorporated in Bermuda, subject to a proposed shareholders' scheme. Existing shareholders will be offered shares in the proposed new company with a par value of two cents each on the basis of one new share in exchange for eight scheme shares. Remaining shares not comprised in the scheme shares will be bought back by Swilynn. Also one warrant in the new company will be issued for every eight existing warrants, with the terms of the new warrants being the same as before. After the shake-up Goldtron will hold about 79.9 per cent of the issued share capital of the new company, while Ms Choy and Ms Ng will hold in aggregate about 1.3 per cent, with the remainder being in public hands. Goldtron has given an undertaking to the Hong Kong stock exchange that it will take appropriate steps to ensure that at least 25 per cent of the company's shares are in public hands after the completion of the proposed changes. It has also said it intends to apply for a special waiver to avoid having to make a general offer for all Swilynn's shares under the Code of Takeovers and Mergers. Under the proposed creditors' scheme, the new company will provide $22.5 million to Swilynn (Hong Kong) to discharge claims from minor creditors. Ancillary arrangements will be made to deal with claims from large creditors. After the changes, the consolidated current liabilities of the new company will be reduced to about $24.4 million with consolidated net current assets of about $63.6 million. The changes are all subject to court approval. Also, Hong Kong's listing committee has yet to consider the proposed restructuring in detail.