Karachi March 5 2023: JS Bank Limited Board of Directors approved acquisition of BIPL through swap of its Banks shares in proportion to 1.1318 ordinary shares of the bank to sponsors and offering a minimum 24.88% ordinary shares of BIPL from all public shareholders of Banklslami Pakistan against JS Investment and JS Global Capital Limited shares, according to bank filing to the Pakistan Stock Exchange.
The Board of Directors of JS Bank Limited in their duly convened meeting on March 3rd 2023 have resolved the special resolution that 42.45% ordinary voting shares and control of Banklslami Pakistan Limited (`BIPL') (an associated entity) may be acquired from existing sponsors and other shareholders of BIPL (including but not limited to, Jahangir Siddiqui & Co Limited, the holding company of the Bank) through agreements and a public offer for a minimum 24.88% ordinary shares of BIPL be made to all public shareholders of BIPL as required under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").
That 470,603,772 shares of BIPL to be acquired from the sponsors and other shareholders of BIPL (including but not limited to, Jahangir Siddiqui & Co Limited, the holding company of the Bank) through agreements be acquired against the issuance of 532,629,349 new shares of the Bank to be issued to them by way of other than rights and other than cash (i.e. 1.1318 ordinary shares of the Bank to he issued as consideration for every 1 share of BIPL to be acquired by the Bank through agreements) in accordance with the valuation carried out by the independent valuer.
Furthermore, subject to the approval of members of the Bank by way of special majority under Section 183(3) of the Act, the public offer to be made for a minimum 24.88% ordinary shares of BIPL to all public shareholders of BIPL. The public offer shall be made in exchange for (as consideration) a maximum of 59.56% shares of JS Investments Limited (`JSIL') and a maximum of 67.90% ordinary shares of IS Global Capital Limited CIS Global') (in combination) currently held by the Bank as required and permissible under the Regulations.
The proposed further investment in shares of BIPL (being an associated entity), the proposed issue of shares other than rights and other than cash as consideration for the acquisition of shares of BIPL from the sponsors and other shareholders of BIPL through agreements, and the proposed divestment of the Banks holding in JSIL and JS Global (as consideration for public offer portion) remain subject to the approval of the shareholders of the Bank by way of special majority in accordance with the provisions of Sections 199, Section 83(1)(b) and Section 183(3) of the Act, as well as subject to all other regulatory approvals of SECP, SBP, and CCP as mentioned above. The precise consideration of the public offer (i.e. the number of shares of JSIL and JS Global) to be given as a combination shall be calculated in accordance with the Regulations at the pertinent time and shall be in compliance with all other applicable laws.