Ghani Chemical approves demerger of Calcium Carbide project

November 01, 2024 (MLN): The shareholders of Ghani Chemical Industries Limited (PSX: JCIL) have approved the proposed demerger of the Calcium Carbide Project from Ghani Chemical Industries Limited to Ghani ChemWorld Limited.

Additionally, the members have approved the merger of Ghani Products (Private) Limited into GCIL.

The approval of the shareholders be and is hereby granted to the terms and conditions as set out in the draft Scheme of, which includes, inter-alia, the following:

These include that the shares of GCIL held by Ghani Products (Private) Limited shall be distributed to the shareholders of Ghani Products (Private) Limited on pro-rata basis.

The remaining asset and liabilities including Income Tax and all other statutory liabilities of Ghani Products will be transferred to and vest in GCIL.

Meanwhille, all asset and liabilities including Income Tax and all other statutory liabilities of GCIL related to the Calcium Carbide Project will be transferred to and vest in Ghani ChemWorld Limited.

GCIL shall allot shares to the shareholders of the Ghani Products (Private) Limited in accordance to the SWAP Ratio as per the valuation report given by the ShineWing Hameed Chaudhri Co., Chartered Accountants (or any other renowned practicing-chartered accounting firm).

The Ghani ChemWorld Limited shall allot partially redeemable shares to the shareholders of the GCIL in accordance to the SWAP Ratio as per the 9aluation Report given by the ShineWing Hameed Chaudhri Co., Chartered Accountants (or any other renowned practicing-chartered accounting firm).

Accordingly, GCIL shall allot additional ordinary shares to Ghani ChemWorld Limited, as tabled before the meeting.

Furthermore, it will take note of partially Redeemable Shares of Ghani ChemWorld Limited will be listed on PSX and will have eligibility status with the Central Depository Company of Pakistan Limited (CDC), along with all associated privileges, rights, and liabilities.

The effective date of the Scheme is June 30, 2024, or any other date determined by the Honorable Lahore High Court.

This date will not affect the SWAP ratio (or distribution ratio) established in the Scheme.

Any differences, if they arise, will be adjusted either in goodwill or merger reserves, as applicable. Furthermore, the actual transfer will be completed on the sanctioned date, when the Scheme becomes operative (as defined in Article 24 of the Scheme).

No further approval will be required from the Company’s shareholders.

The SWAP ratio will not be changed unless directed by, and agreed upon with, the Honorable Lahore High Court or the Securities and Exchange Commission of Pakistan, as applicable. 

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