ICC Bank Venture Capital has agreed to take a 28.4 per cent stake in McInerney Holdings, for £2.5 million, as part of the restructuring of McInerney Properties. It is gaining the stake though participation in a £6 million placing of new shares in the new holding company.

Under a proposed restructuring, the existing shareholders of McInerney Properties will end up with just 4.5 per cent of the revamped group. This will rise to 20 per cent if they take up their full entitlement under a clawback arrangement in the placing.

The existing shares are effectively valued at 0.6p by the restructuring. These have been trading at around 5p but shareholders had been warned by the company that they would see a great diminution in the value of their shares.

The details of the restructuring, announced yesterday, will have to be approved by the shareholders and creditors - the latter have agreed in principle - and, subsequently, by the High Court.

The proposals involve the transfer of the group's business into a new holding company, called McInerney Holdings, the settlement of £37 million of liabilities, mainly for new shares, and the raising of the £6 million.

After the restructuring, the group would have a net worth of £900,000 compared with a negative net worth of £8 million at December 31st, 1995. All major contingent liabilities would be eliminated and the group's exposure to the problematic leisure operation would be reduced to less than one quarter of sales.

McInerney said the main elements of the proposals endeavoured to strike a balance between the needs and right of all the parties. They include:

. giving existing A ordinary shareholders 18.57 shares (nominal 25p) in McInerney Holdings for every 1,000 shares held;

. giving the two classes of secured preference shares 13p in the pound in McInerney Holdings' shares;

. giving non trade financial creditors 7p in the pound in McInerney Holdings' shares;

. giving its contingent creditors 7p in the pound in McInerney Holdings' shares and/ or cash;

. settlement of a bank guarantee through the issue of a few guarantee by McInerney Holdings at around 7 per cent of the value of the existing guarantee;

. raising £6 million (£5.5 million net) in a placing of new shares at 35p each. This has been underwritten. Apart from ICC's injection of £2.5 million, there is a clawback arrangement for existing shareholders on the basis of 68.2 new shares, at 35p each, for every 1,000 shares held. The management has also agreed to put up more than £500,000.

Under the proposals, the preference shareholders will own 19 per cent of the holding company and the financial creditors will have 8 per cent. The company will be capitalised at £8.8 million.

Mr Barry O'Connor, the group's managing director, said the intention was to grow the business, noting that turnover in the Irish housing business had risen from £12 million to more than £30 million over the past three years. The elimination of the group's accrued losses and liabilities "will create a platform for the future growth of the business".

The trading base of the company would, he said, be expanded by acquisition and joint ventures.