Karachi September 12 2022: Securities and Exchange Commission of Pakistan (SECP) have approved the other than rights issue of 11,822,500 shares as requested by Systems Limited.
This new issuance forms 4.25 percentage of Paid-up Capital before issue and 4.07 percentage of Paid-up Capital after issue. The objective of the issue is the acquisition of NDC Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac Pte. Ltd. as announced by the Company on the 10th day of May 2022. The new shares shall rank Pari Passu in all respects with the existing ordinary shares of the Company and shall not be different from the issued ordinary shares in any respect.
The shares will be issued in the name of Mr. Behram K. Ahmed, Ms. Karen Chase Ahmed and Ms. Ammara Masood who have no prior shareholding in Systems Limited and are director(s) of the Company NDC Tech.
The total consideration of the acquisition is USD 10 million plus; PKR 5,075 million. PKR 346,000,000/- out of PKR 5,075,000,000/- is to be paid in cash, whereas the remaining payable balance amount of PKR 4,729,000,000/- is to be paid in kind by the issuance of 11,822,500 shares, which the company intends to issue by way of other than right.
The proportions of the issue will be (1) Behram K Ahmed: 8,994,375 shares representing PKR 3,597,750,000/- (2) Karen Chase Ahmed: 230,625 shares representing PKR 92,250,000/-. (3) Ammara Masood: 2,597,500 shares representing PKR 1,039,000,000/-.
These shares will be issued at a price of PKR 400/- Shares and are being issued at a premium to the market price to benefit the existing shareholders.
NDC Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac Pte. Ltd. are partners of Temenos in Pakistan, Middle East and Africa – a leading core banking software provider in the World. The acquisition will create value for the Company by adding core banking financial service software to its portfolio. This will enable the Company to increase exports, expand its domestic footprint and upsell and cross sell its existing services to NDC Customers.
Systems Limited has also signed an agreement with NDC Tech (Pvt.) Ltd., NDC FZC and NDC Tech Apac Pte. Ltd., to retain its CEO, Ms. Ammara Masood and its key personnel.
Moreover, since Systems Limited is acquiring 100% shares, all revenue and profits of the company will be consolidated with the financials of Systems Limited thereby expected to increase Systems Limited market value. Systems Limited is also expected to receive dividends from the company in future.
