Balochistan Glass : PROPOSED OFFER LETTER

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(PROPOSED OFFER LETTER)

OFFER LETTER

Date: _____________

To,

[Name and details of the eligible shareholder]

SUBJECT: Purchase of Shares of Balochistan Glass Limited

Dear Sir,

In pursuance of the Public Announcement of Offer made by Tariq Glass Industries Limited (the "Acquirer") and published in Jehan Pakistan (Urdu) and Business Recorder (English) editions for Karachi, Lahore and Islamabad on August 12, 2023, this is to inform you that we intend to acquire up to 7.8279% of the total issued capital of Balochistan Glass Limited (the "Indirect Target Company" or "BGL") comprising of 20,477,785 Ordinary shares of PKR 10/- each subject to minimum acceptance level of 5.4795% shares (i.e. 14,334,450 Ordinary Shares). Therefore we are making an offer to you for the acquisition of your ____________ (shares as per List of Beneficial Owner (LOBO) on date of book closure)

shares of BGL.

The Acquirer has entered into a Share Purchase Agreement dated May 26, 2023 (hereinafter, the "SPA") with Mr. Muhamad Tousif Peracha (the "Seller") of MMM Holding (Private) Limited (the "Direct Target") for the sale and purchase of 57,555,625 Ordinary Shares representing 50% of the total issued share capital of the Direct Target, at an aggregate sale price of PKR 970,000,000/- (Rupees Nine Hundred and Seventy Million Only) calculated at the rate of PKR 16.853/- per share, which owns 220,644,430 ordinary shares comprising 84.34% of the issued and outstanding ordinary shares of the Indirect Target. As a result, the Acquirer will indirectly acquire 110,322,215 Ordinary shares representing 42.1721% of the total issued share capital of the Indirect Target at a price of PKR 8.792/- per share. In addition, pursuant to the Act and Regulations, the Acquirer is offering to acquire by way of Public Offer, 50% of the remaining Ordinary Shares having a par value of PKR 10/- each (the "Shares") in the Indirect Target, subject to minimum acceptance level of 5.4795% shares (i.e. 14,334,450 Ordinary Shares).

In pursuance of our obligations under Securities Act 2015, the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 you are hereby, being made an offer to sell your

__________ [number of shares as per LOBO] of Balochistan Glass Limited at PKR 11.734 per share to the

Acquirer. In accordance with sub-section (2) of Section 112 of the Securities Act 2015, in case the numbers of voting shares offered for sale by shareholders are more than the voting shares to be acquired by the Acquirer, the Acquirer shall, in consultation with the Manager to the Offer, accept the public offer or offers received from the shareholders on proportional basis. The public announcement of offer containing detailed information can be viewed at our website: www.akdsecurities.net

The offer is valid until October 5th, 2023. You may accept the offer between September 29th, 2023 to October 5th, 2023 during business hours from 9:00 am to 5:00pm by completing and sending the letter of acceptance (in the form attached hereto) and providing the requisite documents stated therein (including tendering your shares to the Manager to the Offer in Central Depository Company Account as follows:

CDC Account Details:

CDC Account Title:	Manager to the Offer - Balochistan Glass Limited
CDC Participant ID:	10629
CDC Sub-Account No:	485659
Transaction Reason Code:	UIN: 0006434
	- For Intra Account - [A021]
	- For Inter Account - [P015]

However, in case of physical shares, the original shares certificates with signed and verified transfer deeds must be submitted to the Manager to the Offer, whose contact details are provided below, by or before 5:00 pm on the Closing Date. In the event that the letter of acceptance and the requisite documents are delivered within the stipulated time, the Manager to the Offer will issue confirmation of the receipt of documents (Provisional Receipt).

All payments through bank draft/pay order [mode of payment] against shares accepted by the Acquirer will be made within a period of not more than 10 days from date of closure of the acceptance period.

In case of any query regarding the public announcement of offer, you may contact the Acquirer or the manager to the offer at the following Address:

ACQUIRER	MANAGER TO THE OFFER
Mohsin Ali	Abadan Mohajir
Tariq Glass Industries Limited	AKD Securities Limited
128-J, Model Town, Lahore	602, 6th Floor, Continental Trade Center
Direct Tel: [phone]	Block 8, Clifton Karachi
Email: [e-mail]	Direct: [phone]
	Email: [e-mail]

The Acquirer accepts all responsibility for the information contained in this offer letter.

For and behalf of Acquirer

_____________________

Mohsin Ali Company Secretary CNIC: 35201-1480818-1

PUBLIC OFFER ACCEPTANCE LETTER

The Manager to the Offer

AKD Securities Limited,

Suite # 602, 6th Floor, Continental Trade Centre,

Block 8, Clifton,

Karachi, Pakistan.

UAN: ([phone]

Subject: Irrevocable Acceptance of Offer to Purchase Shares of Balochistan Glass Limited

Dear Sir/Madam

I/ we the undersigned refer to the offer letter dated ___________("Offer Letter") received from

AKD Securities Limited ("Manager to the Offer") on behalf of Tariq Glass Industries Limited ("Acquirer") with respect to the proposed acquisition by the Acquirer (through Public Offer) up to 7.8279% of the total issued capital of Balochistan Glass Limited (the "Indirect Target Company" or "BGL") comprising of 20,477,785 Ordinary shares of PKR 10/- each subject to minimum acceptance level of 5.4795% shares (i.e. 14,334,450 Ordinary Shares) at PKR 11.734 per Ordinary Share of BGL (the "Offer Price") on the terms and conditions set out in the Offer Letter.

I / we the undersigned do hereby communicate my / our Irrevocable Acceptance with respect to the sale to the Acquirer of the shares of BGL tendered below ("tendered shares") at Offer Price and request you to kindly process my / our application, on the terms and conditions set out in the Offer Letter and the Securities Act, 2015 ("The Act") and The Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").

	1. Shareholder Details			1.1. Joint Registered Holders (if any)
	.1. Joint Registered Holders (if any)
Name:	1. Name:
			___________________________________
__________________________________________		(As shown on the share certificate/CDC account title)
(As shown on the share certificate/CDC account title)
			2. Name:
Address: _________________________________________	____________________________________________
__________________________________		__
__________________________________		(As shown on the share certificate/CDC account title)
Telephone #: _____________________________