Lining Opens The Curve To Cash In The Door And Turn Over The Stock Book To Earn 1 Billion 100 Million

According to reports, gymnastics Prince Lining To play the role of wealth again, and push forward the "vertical control structure" of small controlled companies that failed two years ago, the 25.23% Li Ning Co shares will be transferred to the extraordinary China with 55.9% yuan in the cost of 1 billion 358 million yuan, so as to open the door to Lining's future reduction.

The deal appears to be "left handed to the right hand". Lining continues to maintain Li Ning Co's status as a major shareholder through extraordinary indirect maintenance. However, because he holds only 56% of the shares, he and his brother Li Jin share the shares of Li Ning Co.

Yesterday, after the resumption of trading, it suddenly increased 1 times, closing the market at 0.12 yuan, up 84%. If the shares are five to one, the closing price will be about 0.6 yuan, much higher than the price of the special issue of Lining shares and convertible bonds (CB). With the special issue of new shares and CB, the appreciation of Lining's book will be increased by 1 billion 150 million yuan.

Lining denied indirect reduction in a conference call yesterday. Li Ning Co stock "I want to reduce the price. I can do it when the price is high. I just want to be the platform." This time we gave up the benefits to small shareholders in exchange for extraordinary development.

Lining made a special transfer of shares. He did not receive any cash in cash. He only received extraordinary shares and convertible bonds (CB), which were equal to 578 million 500 thousand yuan and 780 million yuan respectively. It is planned that the shares will be five to one, and the IPO price and the CB share price will be 0.325 yuan per share after the merger. The purchase price is equal to 5.1 yuan per share of Li Ning Co, which is 5.6% higher than before the suspension.

Lining also made a profit making arrangement for Lining. If the profit of Li Ning Co from 2013 to 2017 is higher than that of the acquisition price (25.23% should be taken as a profit, the price difference between the two sides agreed), and the difference between the purchase price should be deducted. The amount of the "outgoing CB" issued by the extroverted brother will be changed to 0.325 yuan and the upper limit is 780 million yuan.

　　 Citigroup: market Or worry about Lining's shares being sold.

Citigroup analysts pointed out that this transaction will inevitably lead to market concerns about the risk of Li Ning Co shares being sold and mortgaged in the future. It is worth noting that the special issue of new shares issued to Lining does not have a period of sale, and CB can also be transferred freely after the entry into force. This will give Lining a lot of space and flexibility to reduce its holdings. Moreover, the vertical structure of "small control big" enables extraordinary shareholders to cash in on top and lose control of their subsidiaries.

Extraordinary since 2010 announced to enter real estate, that is, with more than 0.6 yuan of the allotment price of pumping water, financing more than 1 billion 200 million yuan, as of the end of June, the cash on hand is about 1 billion 78 million yuan. In the past two years, only 230 million yuan has been paid for land in Changbai Island, Shenyang, and business development is almost stagnant.

In January of this year, Lining sold the Xiang Dao Dao house and sold more than 600 million yuan to the private equity fund TPG holdings of Lining shares. The transaction is subject to independent shareholder approval.

　 Lining loves the "small control big" vertical holding

Lining used the "small control" technology as a replica of two years ago, but was defeated by the listed Committee as "anti takeover" that year, and has successfully passed the examination. Lining's "small control" vertical holding is also a common structure of Tai Sha Sha enterprises.

"He has always wanted to hold a large company with a small company, and I don't know what it is." Lining, an investment banking insider, revealed that as early as 2010, when Lining bought shell into China (08032), he held the vertical holding structure of "small control".

　 Beautiful assets, setting up enterprises against hostile takeovers

Investment bankers analysis, one of the benefits of vertical holding is to enable the ultimate majority shareholders to leverage the minimum capital to leverage the entire listing kingdom. The essence is that the largest shareholder directly holds the company with a smaller scale, but the shareholding ratio is high. "The best assets are placed in subsidiaries. If the foreign investors covet their subsidiaries (the market capitalization is relatively high), the cost of hostile takeovers is much larger."

Hongkong blue chip also sees this kind of vertical structure with small control, such as huede Feng holding nine warehouse and Hang Lung Group holding Hang Lung estate. Of course, it is the longest and the longest vertical market, with a market value of about 260 billion yuan, which has a vertical holding value of 320 billion yuan and Huang, and then vertically holding other companies, including the Yangtze River infrastructure and power industry, with a market value of 116 billion and 140 billion yuan.