Ghani Global Holdings Limited held a corporate briefing session today to brief investors on their recently filed scheme of arrangement. The scheme is meant to allow the shareholders of GGL to benefit from the real estate related ventures of the group. At this time, the group own 5 real estate assets held by G3 Homes LLP which it plans to move into the entity G3SPV in preparation of the listing of said SPV.
Along side this, the management company, G3RMC is currently a wholly owned subsidiary of GGL. As part of the suggested arrangement the company plans to issue shares of GGL to the current owners of G3LLP which will be in exchange for the transfer of the aforementioned 5 real estate assets into G3SPV.
Subsequent to this, G3SPV will issue shares to the partners of G3LLP, the shareholders of GGL and to G3RMC and GGL. Alongside this, G3RMC which is the wholly owned subsidiary of GGL will issue shares to the shareholders of GGL. As a result of this scheme, a shareholder owning 100 shares of GGL will receive approximately 42 shares of G3RMC and 51 shares of G3SPV. The scheme increases GGL’s issued share capital by 38.1% (to 489.1mn shares).
As minority shareholders do not receive additional GGL shares, their ownership interest in GGL is diluted from 100% of their pre-scheme stake to 72.4%, implying a 27.6% ownership dilution. However, minority shareholders also receive shares in G3-SPV and G3RMC, partially offsetting the economic impact of this dilution. The company plans to use this scheme to be able to engage in the property development business with a tax efficient structure as payout ratio over 90% attracts 0% income tax as per the REIT regulations.
With regards to the timeline of execution for this scheme the management apprised that it expects the first step to be the approval of the scheme by shareholders at the 8th August EOGM of GGL. Once it is approved SECP comments will be awaited followed by court approval. Overall, it is expected that the final implementation will be completed by 31st December 2026.
Important Disclosures
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