July 17, 2023
The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building, Stock Exchange Road, Karachi
Executive Director
Public Offering and Regulated Persons Department
Securities Market Division
Securities and Exchange Commission of Pakistan
NIC Building, Jinnah Avenue, Blue Area, Islamabad
Ms. Lalarukh Hussain-Shaikh
Company Secretary
Shell Pakistan Limited
Shell House, 6 Ch. Khaliquzzaman Road, Karachi-75530
Subject: | Public Announcement of Intention to acquire 77.42% shares and control of Shell Pakistan |
Limited by Pakistan Refinery Limited and Air Link Communication Limited |
Dear Sir/Madam,
We, Next Capital Limited, hereby submit a Public Announcement of Intention by Pakistan Refinery Limited and Air Link Communication Limited (collectively referred to as the "Acquirers") to acquire 77.42% shares and control of Shell Pakistan Limited ("Target") under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017.
The Public Announcement of Intention is intended to be published in one English and one Urdu newspaper on July 19, 2023; a copy will be submitted to your office accordingly.
Kindly note that Next Capital Limited has been appointed as Manager to the Offer in accordance with regulation 6(1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.
Should you require further information, feel free to contact the undersigned.
Sincerely,
For and on behalf of Next Capital Limited
_____
Najam Ali
Chief Executive Officer
Encl: As above
Public Announcement of Intention to Acquire 77.42% Shares and Control of
Shell Pakistan Limited
By
Pakistan Refinery Limited and Air Link Communication Limited
Under the Securities Act, 2015
And
Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017
Part A
Brief description of the Intended acquisition:
Intended acquisition through | Number of Shares | Percentage |
Agreement(s) | 165,700,304 | 77.42% |
Public Offer | 24,162,179 | 11.29% |
Part B
- Information about the acquirer:
- Name(s) and address(es) of acquirer along with persons acting in concert if any:
Name | Address |
Pakistan Refinery Limited ("PRL") | Korangi Creek Road, Karachi |
Air Link Communication Limited ("Air Link") | 152/1 M. Quaid-e-Azam Industrial Estate Kot Lakhpat, Lahore |
- Name(s) of the ultimate acquirer or the ultimate controlling shareholder:
Name of Acquirer | Ultimate Controlling Shareholder |
Pakistan Refinery Limited | Pakistan State Oil Company Limited ("PSO") is the parent |
company holding 63.56% of PRL. | |
Air Link Communication Limited | Muzzaffar Hayat Piracha, Yasir Hayat Piracha, Ms. Saleha Basit |
- minors.
- Name(s) and address(s) of manager to the offer of the acquirer:
Name | Address |
Next Capital Limited | 2nd Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, |
Karachi, Pakistan |
Page 1 of 7
- Principal areas of business of the acquirer and relevant experience:
Name of Acquirer | Area of Business |
Pakistan Refinery Limited | PRL is one of the five refineries operating in Pakistan. The |
company is engaged in the production and sale of petroleum | |
products. The Company is a subsidiary of Pakistan State Oil | |
Company Limited. | |
Air Link Communication Limited | Air Link Communication is one of the largest smartphones |
distributors, manufacturers, and retailers in Pakistan with over | |
a decade-long experience in the telecom industry. It has a | |
nationwide network linked with over 16+ hubs & Regional | |
offices, 1100 + wholesalers, and 4,000+ retailers with after- | |
sales support service centers in all major cities of Pakistan. |
- In case the acquirer is a fund/ company(s):
I. Names of the chief executive and directors of the company(s):
Pakistan Refinery Limited:
Name | Position |
Mr. Tariq Kirmani | Chairman / Director |
Mr. Zahid Mir | Chief Executive |
Mr. Abid S. Zuberi | Director |
Mr. Aftab Husain | Director |
Mr. Mohammad Abdul Aleem | Director |
Mr. Mohsin Ali Mangi | Director |
Mr. Nadeem Safdar | Director |
Syed Jehangir Ali Shah | Director |
Syed Muhammad Taha | Director |
Ms. Tara Uzra Dawood | Director |
Mrs. Rushna Fawad | Director |
Airlink Communication Limited: | |
Name | Position |
Aslam Hayat Piracha | Chairman / Non-Executive Director |
Muzzaffar Hayat Piracha | Chief Executive Director |
Mrs. Rabiya Muzzaffar | Director |
Mr. Sharique Azim Siddiqui | Director |
Mr. Hussain Kuli Khan | Director |
Mr. Aqdus Faraz Tahir | Director |
Syed Nafees Haider | Director |
Page 2 of 7
- Names of substantial shareholders of the company:
Name of Acquirer | Substantial Shareholders | ||
Pakistan Refinery Limited | Pakistan State Oil Company Limited - 63.56% | ||
Air Link Communication Limited | Mr. Muzzaffar Hayat Piracha - 25.60% | ||
Mr. Yasir Hayat Piracha - 24.23% | |||
Ms. Saleha Basit & minors - 24.23% | |||
III. | Date of Incorporation: |
Name of Acquirer | Date of Incorporation | ||
Pakistan Refinery Limited | 10-May-1960 | ||
Air Link Communication Limited | 02-January-2014 | ||
IV. | Jurisdiction of incorporation: |
Name of Acquirer | Jurisdiction |
Pakistan Refinery Limited | Karachi, Pakistan |
Air Link Communication Limited | Lahore, Pakistan |
- Authorized and paid-up capital:
Name of Acquirer | Amount (as of March 31, 2023) | |
Pakistan Refinery Limited | Authorized Capital: | Rs. 10,000,000,000/- |
Paid-up Capital: | Rs. 6,300,000,000/- | |
Air Link Communication Limited | Authorized Capital: | Rs. 6,000,000,000/- |
Paid-up Capital: | Rs. 3,952,692,310/- |
- Detail of Companies, where the intended acquirer(s) hold more than thirty percent voting shares:
Pakistan Refinery Limited:
Not applicable.
Air Link Communication Limited:
Name of Company | Registration No. | Nature | Nature of | Jurisdiction of | Description held |
(Listed / | business | incorporation | control / more | ||
unlisted / | than thirty % | ||||
Private) | shares or both | ||||
Select | 0185953 | Private Ltd. | Mobile | Lahore, | 100% |
Technologies (Pvt) | Manufacturing | Pakistan | |||
Limited |
Page 3 of 7
- Information about the ultimate beneficial owner of the intended acquirer(s):
-
Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person:
Pakistan Refinery Limited:
PSO owns 63.56% shareholding of PRL. Federal Government of Pakistan directly holds 22.47% shareholding of PSO, however, no single 'individual' shareholder owns substantial shareholding in PSO, therefore, details on natural person(s) cannot be provided.
Air Link Communication Limited:
Following information pertains to the ultimate beneficial owners of Air Link Communication Limited:
Name | CNIC | Nationality | Address |
Aslam Hayat Piracha | 38403-7961852-5 | Pakistani | House # 26/1-G, Model |
Town Lahore | |||
Muzzaffar Hayat Piracha | 42000-7994715-9 | Pakistani | House # 26/1-G, Model |
Town Lahore | |||
Yasir Hayat Piracha | 8265868482731 | Pakistani | House # 26/1-G, Model |
Town Lahore | |||
Rabiya Muzzaffar | 61101-4615061-8 | Pakistani | House # 26/1-G, Model |
Town Lahore | |||
Saleha Basit | 35202-1299402-0 | Pakistani | House # 26/1-G, Model |
Town Lahore | |||
Mishaal Paracha (Minor) through | 35202-1299402-0 | Pakistani | House # 26/1-G, Model |
Saleha Basit (Guardian) | Town Lahore | ||
Roshanay Paracha (Minor) through | 35202-1299402-0 | Pakistani | House # 26/1-G, Model |
Saleha Basit (Guardian) | Town Lahore | ||
Naila Paracha (Minor) through | 35202-1299402-0 | Pakistani | House # 26/1-G, Model |
Saleha Basit (Guardian) | Town Lahore | ||
Sania Paracha (Minor) through | 35202-1299402-0 | Pakistani | House # 26/1-G, Model |
Saleha Basit (Guardian) | Town Lahore |
- Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares:
Pakistan Refinery Limited:
As disclosed above, no single individual shareholder owns substantial shareholding in PSO (which is the parent of PRL), therefore, this section is not applicable on PRL.
Page 4 of 7
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Next Capital Ltd. published this content on 17 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 July 2023 04:22:00 UTC.