HONG KONG, Oct 3 Henderson Land Development Co Ltd 0012.HK said it will pay HK$ 4

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HONG KONG, Oct 3 (Reuters) Henderson Land Development Co Ltd <0012.HK> said it will pay HK$43 billion ($5.5 billion) to buy unit Henderson Investment Ltd's <0097.HK> entire interest in Hong Kong&China Gas Co Ltd <0003.HK>, marking the end of the group's marathon reorganisation.

The Hong Kong-based property conglomerate said on Wednesday the move will streamline its investment in Hong Kong&China Gas, the city's only piped gas supplier, and unlock value for Henderson Investment's shareholders.

Analysts said the move came as no surprise as Henderson Land's ultimate goal in its group reorganisation was to buy Hong Kong&China Gas back from Henderson Investment.

Henderson Investment will remain a listed company and focus on the group's infrastructure business after the sale, the companies said in the statement.

Henderson Land, which holds about 68 percent of Henderson Investment, will issue HK$39.153 billion worth of new shares and pay HK$3.707 billion in cash for a 39.06 percent stake in Hong Kong&China Gas.

The price values Hong Kong&China Gas shares at HK$18.108 each, compared with the stock's close of HK$18.1 on Friday prior to a trading suspension on Tuesday.

Henderson Investment proposed to distribute 0.209 Henderson Land share and HK$1.21 cash for every Henderson Investment share held, it said in the joint statement.

The distribution represents a value of HK$14.71 based on Henderson Land's average closing price of HK$61.475 over the last 10 trading days and a 13.7 percent premium to the average closing price of Henderson Investment shares at HK$12.94.

The deal was subject to final approval by Henderson Investment shareholders.

For details of the transaction please click http://main.ednews.hk/listedco/listconews/sehk/20071003/LTN20071003004.pdf Shares of Henderson Investment ended at HK$12.90 on Friday before the trading suspension and national holiday on Monday.

Henderson Land shares eased 1.4 percent to close at HK$61.65 on Friday.

Henderson Land bought most of Henderson Investment's assets earlier this year, including a 44 percent stake in Miramar Hotel <0071.HK> and a 31.4 percent holding in Hong Kong Ferry <0050.HK> for a combined US$1.55 billion after it failed to take Henderson Investment private.

Early last year, minority shareholders rejected a sweetened offer by Henderson Land, controlled by Hong Kong tycoon Lee Shau Kee, of HK$15.64 each for Henderson Investment shares.

Trading in the stocks will resume on Wednesday afternoon.

Reuters SBA VP0555

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