Ghani Chemical shareholders approve demerger, merger plans

November 25, 2024 (MLN): The shareholders of Ghani Chemical Industries Limited (PSX: GCIL) have unanimously approved the Scheme of Compromise, Arrangement and Reconstruction for the Demerger/ Merger of Ghani Chemical Industries Limited and Ghani ChemWorld Limited and Ghani Products (Private) Limited.

Accordingly, the proposed demerger of the Calcium Carbide Project of GCIL with and into Ghani ChemWorld Limited as placed before the shareholders was approved.

Subject to the approval by the Honorable Lahore High Court, the proposed merger of Ghani Products (Private) with and into GCIL was also approved by the shareholders.

It was further authorized 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.

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

Furthermore, 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 the Transferee Company.

All the employees of the Transferor Company Ghani Products in service on the date immediately preceding the date on which Scheme finally takes effect i.e. the Effective Date, shall become the employees of the Transferee Company.

Meanwhile, all the employees related to the Calcium Carbide Project of the Transferor Company in service on the date immediately preceding the date on which Scheme finally takes effect shall become the employees of the Transferee Company.

It was also approved that GCIL Limited shall allot shares to the shareholders of the Ghani Products (Private) Limited in accordance to the SWAP Ratio.

Ghani ChemWorld Limited shall allot partially redeemable shares to the shareholders of the Ghani Chemical Industries Limited in accordance to the SWAP Ratio.

In response, GCIL shall allot additional ordinary shares (as mentioned in Article-4 of the Scheme) to Ghani ChemWorld Limited.

Going ahead, partially Redeemable Shares of Ghani ChemWorld Limited shall be listed with the Pakistan Stock Exchange Limited (PSX) and it shall have eligibility status with Central Depository Company of Pakistan Limited (CDC) along with all privileges, rights and liabilities.

The effective date of the Scheme is June 30, 2024 or any other date which is determined by the honorable Lahore High Court. However, this will not affect the SWAP ratio (and distribution ratio) determined in the Scheme.

Any difference, if any, will be adjusted either in goodwill or merger reserves, as the case may be.

Moreover, the actual transfer will be effectuated on a sanctioned date, when the Scheme shall become operative.

“No further approval shall be required from the shareholders of the Company,” the notice reads.

It is important to note that the SWAP ratio will not be changed unless directed (and accepted by the Company) by the Honorable Lahore High Court or the Securities and Exchange Commission of Pakistan, as the case may be.

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