Karachi March 19 2022: Brookefield Multiplex sponsor is eyeing to acquire up to 1,312,348,245 or 51 percent ordinary shares of the Summit Bank according to notice issued at Pakistan Stock Exchange (PSX).
His Excellency Nasser Abdulla Hussain Lootah (“Acquirer”) has offered to acquire at least 51 percent shareholding in Summit Bank Limited (“SBL” or “Bank”) through a combination of subscription of new shares issued by SBL by way other than rights offer at a discounted price to minority shareholders of SBL and the Acquirer; and acquisition of existing shares from the shareholders of SBL by way of a public offer (“Tender Offer”) in accordance with the Securities Act, 2015 and Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017 (“Takeover Laws”) (“Proposed Transaction”).
For the purposes of the Proposed Transaction, the Acquirer and SBL have entered into a Share Subscription Agreement dated October 4, 2021 (“SSA”). Pursuant to the SSA, SBL shall issue, by way of without rights offer (“Without Rights Offer”) 5,976,095,618 ordinary shares (“Total Subscription Shares”) at a subscription price of PKR 2.51 (“Subscription Price”) which shall be offered to the Acquirer and the minority shareholders of SBL in the following manner:
- the minority shareholders of SBL shall be offered to subscribe to an aggregate of 896,414,343 (Eight Hundred Ninety-Six Million Four Hundred Fourteen Thousand Three Hundred Forty-Three) shares, to be allocated amongst them proportionately on the basis of their shareholding in SBL at the Subscription Price; and
- the Acquirer shall be offered to subscribe to the number of shares constituting the difference between the Total Subscription Shares and the subscription shares subscribed by the minority shareholders.
The Acquirer is a successful businessman, having diversified business interests across travel, shipping, real estate, mineral water, logistics, cargo handling, information technology, interactive media, production and brand media communication. He is also the sponsor of numerous international brands and prestigious multinational companies including Brookfield Multiplex (Real Estate Development), Dubai Lagoon (Real Estate Development); Mediclinic; Wilhemsen Shipping Company (Shipping). The Lootah Family is also one of the founders and a major shareholder of the world’s first Islamic bank, Dubai Islamic Bank (also one of the world’s largest Islamic banks and one of the top ten banks of the United Arab Emirates).
The total outstanding shares as per the latest audited financial statements of the Bank, dated 31′ December 2021, the paid-up capital of the Bank stood at PKR 26,3815,510,600 divided into 2,638,151,060 ordinary shares of PKR 10 per share, while His Excellency Nasser Abdullah Hussain Lootah holds 13,454,570 shares of the Bank. Therefore, the total remaining shares eligible for the purpose of this computation, stands at 2,624,696,490 and 50% of this is 1,312,348,245 shares.
