Karachi May 20 2024: Bank of Punjab request Securities and Exchange Commission of Pakistan for approval for further issue of shares by way of other than rights.
Earlier the competent authority, Commissioner (SMD), has allowed the Bank to issue up to 971,229,558 ordinary shares against the conversion of TFCs amounting to Rs. 8,017,500,000 by way of other than right offer under Section 83(1)(b) of the Companies Act, 2017, read with regulation 5 of the Companies (Further Issue of Shares) Regulations, 2020 (the Regulations), to the TFC holders upon the occurrence of a point of non-viability (PONV) trigger event on the direction of the State Bank of Pakistan (SBP).
This approval is based on a special resolution passed by the shareholders of the Bank in the Extraordinary General Meeting (EOGM) held on June 29, 2022, and the information/documents submitted to the Securities & Exchange Commission of Pakistan (the Commission).
Conditions for Approval
The approval is subject to the following conditions:
Governance:
All features relevant to the aforesaid TFCs shall be governed by the terms and conditions and predefined events as disclosed to the shareholders and the Commission.
Form of Shares:
Shares shall be issued in book entry form.
Lock-in Clause:
The lock-in clause shall be applicable as per clauses (viii) and (ix) of regulation 5(1) of the Regulations.
Conflict Resolution:
In case of any conflict regarding the terms of TFCs or conversion thereof, the Bank shall not take any decision that is contrary to the disclosures made to the shareholders, the Commission, and the applicable laws.
Undertaking:
The Bank, within seven days of the date of this letter, shall provide an undertaking to the effect that it will, at all times, maintain a sufficient cushion in its authorized capital, at least equal to the maximum cap on shares to be issued.
