Pan-Asian International (00129.HK), Pan-Asian Hotel (00292.HK) and Asia Orient (00214.HK) jointly announced that Pan-Asian International's wholly-owned subsidiary, The Sai Group, will act as the offeror, proposing a group restructuring of Pan-Asian International and Pan-Asian Hotel. It involves a proposal to offer to purchase the Pan-Asian Hotel shares held by plan shareholders and non-consolidated persons acting-in-concert through a scheme of arrangement, with every 20 shares eligible for 3 new Pan-Asian International shares and HKD 0.7 in cash, as well as 3 exchangeable bonds of Pan-Asian Hotel per 20 shares and HKD 0.7 in cash. The proposed consideration value is approximately HKD 0.11 per share of the plan shares, representing a premium of approximately 52.78% over the closing price of Pan-Asian Hotel on 19th Nov (HKD 0.072).

The maximum total cash payable for the proposed consideration and exchangeable bonds is about HKD 23.54 million, and the offeror intends to provide the required cash using Pan-Asian International's internal cash resources.

Currently, the public shareholding of Pan-Asian Hotel is approximately 33.29%. After completion, the plan shareholders will hold approximately 7.09% of the shares in Pan-Asian International, and together with the existing public shareholders, they will hold approximately 51.79% of the shares in Pan-Asian International.

After completion, all plan shares will be cancelled, and Pan-Asian Hotel will apply to the Stock Exchange of Hong Kong to withdraw the listing status of its shares. Huihan still holds approximately 48.12% of the shares in Pan-Asian International as a controlling shareholder.