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Peregrine considers altering proposed share sale terms

(Bloomberg) Peregrine Investments Holdings Ltd. said it may revise the terms of its proposed $200 million share sale to the Zurich Group's Zurich Centre Investments Ltd., a subsidiary of Bermuda-based Centre Reinsurance Holdings Ltd.

Peregrine was reacting to the deepening slump in Asia's financial markets, as they prepare for a special general meeting tomorrow to vote on the deal.

The revisions may include changes to the size or pricing of the share sale, analysts said. The company would not comment except to say it will make a further announcement tomorrow.

Trading in Peregrine shares was suspended on Tuesday afternoon, after the price fell as much as 14 percent to HK$4.20 (54 cents) and was quoted at HK$4.30 at the time of the suspension.

Peregrine is selling a $295 million stake -- or about a third of the company -- to outside investors including Zurich Centre, which together with Centre Re, is ultimately owned by the Zurich Group, Europe's fourth-biggest insurance company. Another planned buyer is First Chicago International Finance Corp., a unit of US banking group, First Chicago NBD Corp.

Peregrine said the renegotiation of terms was related to "the continuing decline in the Southeast Asian currency markets and to the recent downgrading of the credit ratings of Indonesia and South Korea.'' They said the transaction was prompted by a downturn in cross-border capital flows and securities trading volumes in Asia, as well as reluctance on the part of Peregrine's bankers to keep credit lines open.

In the original agreement between Zurich and Peregrine, Zurich agreed to pay $200 million for `convertible preference shares' that could be later be converted into a 24.1 percent stake in Peregrine at a strike price of HK$8.

As Peregrine's share price falls, Zurich effectively pays an increasing premium for its future shares.

The first trading day after the announcement, the premium was 4.6 percent. It is now 86 percent. Head of Hong Kong research for ABN Amro Hoare Govett Asia Ltd., Anne Gardini, said, "It makes sense that Zurich would come back and offer a different price.'' She said the transaction itself was probably not in danger of falling, but added, "I would've thought it's just a question of finding the right price.'' Alternately, analysts said, Peregrine itself may be facing increasing pressures and could be interested in selling a larger stake to Zurich.

On Tuesday, PT Steady Safe, an Indonesian taxi operator that owes Peregrine about $265 million in the form of promissory notes, said it would postpone a $75 million sale of stock to its investors because it hadn't yet received permission from regulators to proceed.

Regulators are blocking the rights issue because of rules that forbid such sales by companies whose shares trade below par value, as Steady Safe's shares have done since mid-November. Peregrine was to underwrite that sale.

A Peregrine spokesman said yesterday that potential outside investors are already aware of Peregrine's business with Steady Safe.

He said any delay won't affect Peregrine's plans to sell stakes to investors.

Gardini said, "Steady Safe created a kind of extra froth on top of everything else. It just added to the panic.''