Gome to bid for renewable variables Bain encounter "Go yellow light margin" problem

Even if the board has passed the unanimous vote, everything is still a variable. According to our correspondent understand, June 5, Bain Capital into Gome's plan to get the unanimous approval of the Gome board of directors, but did not sign on the spot.　　This details for the June 6 to date the change of the Bureau, buried the foreshadowing.　　The original 6th signing ceremony was temporarily canceled, Gome in order to request Bain Capital to submit a full set of Chinese version of the agreement, will sign the delay. Behind the delay, there is still no agreement on the two core issues.　　And these two questions, and Gome is "to yellow light margin" game. A detailed explanation of the Bain plan according to our correspondent understand, Bain Capital proposed financing plan includes two parts of the content.　　One is the convertible bonds, the other is the issuance of "stock". In the convertible part, Bain Capital will be on the base of the original shares of Gome, add 12% of convertible bonds.　　Gome currently shares a total of 12.759 billion shares, that is, Bain Capital more than 1.5 billion shares, par interest of 5%. The two sides agreed that the bond would be convertible in the next 1-5 years, with Gome trading at a price above HK $1.18.　　In other words, when Gome's share price exceeded HK $1.18, Bain Capital had the right to convert the 12% bonds into shares.　　In this part, the equivalent of Bain Capital will be 1.18 Hong Kong dollar price, the purchase of Gome 1.5 billion shares of shares, the total amount of capital of about HK $1.77 billion. According to Gome's share price, its November 24, 2008 before the suspension of prices is HK $1.12.　　The price agreed to be transferred is only HK $0.06 higher than this price. "The price is not low.　　"One of the makers of the Bain plan in the evening of June 5 to accept this reporter telephone interview, said this price is based on the current overall economic situation and the performance of Gome. The second part of the programme is allotment 18%. This part of the allotment will be "for shares" in the form of additional, that is, this part of the allotment will be for all shareholders.　　The basis of the issue is Gome's original 12.759 billion shares, each 100 shares can be equipped with 18 shares, does not include new issuance of 12% of the convertible bonds.　　Compared to Gome's 1.12 Hong Kong dollar Premium, the allotment to shareholders is a large discount, about 0.672 Hong Kong dollars, is its share price of 60 percent.　　Although the plan clearly stated that it is for all shareholders, but the point of Bain Capital is obvious, it puts forward a core condition, that is, Huang Guangyu family must give up their rights to share rights, transfer to Bain.　　If the scheme is implemented, Bain Capital will be able to buy the right to share the rights of Huang's family under the 60 percent price, and also the price of some 1.18 Hong Kong dollars/shares for the issuance of convertible bonds, which is diluted to about HK $1.04. This reporter learned that Bain Capital will provide the total amount of HK $3.2 billion for this package of funds.　　The money will be used to honour the expiring portion of Gome's 4.6 billion convertible bonds.　　The huge amount of convertible bonds was the main pressure on Gome to raise external financing. The total value of 4.6 billion of the bond issue in May 2007, the SwapPrice of HK $4.96, expired in 2014.　　Gome's cash flow crisis is triggered by the market's tendency to redeem early next May.　　Two core disputes this reporter learned that the current real lead to both sides failed to sign on time, a total of two "legacy problems", and all with Gome can "go to the yellow light margin" related. The first legacy concerns whether Mr Huang is willing to give up rights.　　Bain Capital proposed, in facing all shareholder allotment 18% of the part, Huang Guangyu family must give up rights, and transfer to Bain.　　But the Wong Kwong Yu family has not given any written commitment to this issue.　　The second issue is a matter of focus on holding status. It is reported that, in addition to actively introduce the financial investors Bain Capital, Gome is also in sync with the planning Operator option Incentive plan.　　Gome has already raised the relevant high-level, in the Bain Capital injection and operator incentives are set, the proportion of the ownership of Huang Guangyu family must remain at more than 30%. If this "new proposal" can be accepted by Bain Capital, the Huang Guangyu family will still sit on the position of Gome's largest shareholder.　　As of last year's suspension, the proportion of Huang's family's shares was 35.5%.　　After the plan was passed on June 5, Bain Capital's managing director had expressed to our correspondent that "no holding scheme" would not affect the profits of Bain Capital, and said "many things in the world are not a single big one". But the problem is that if Gome does not "go to the yellow light", then the introduction of investors only to solve the financial emergency gome, and the outside concern of the gome "independence" problem is still difficult to solve.