Karachi September 25 2022: The Pakistan Stock Exchange is pleased to notify the listing of Privately Placed, Rated and Secured Term Finance Certificates (TFCs) of PKR 2,265 Million of TPL Corp Limited on the Exchange w.e.f. Monday, September 26, 2022 pursuant to Chapter 5C of PSX Rule Book, i.e. “Privately Placed Debt Securities’ Listing Regulations”.
“The funds raised through the Issue will contribute towards re-profiling of existing debt and acquisition of additional shares of group companies” says Company Chief Executive Officer Ali Jameel
Trading in the TFCs will commence from Tuesday, September 27, 2022 through Bond Automated Trading System (BATS) and will be settled through National Clearing Settlement System (NCSS) on T+1 basis.
The TFCs have a tenor of five years and offer a floating coupon rate of 3 months KIBOR plus 250 bps. Pak Oman Investment Company Limited is acting as the Agent to the Issue. Only Qualified Institutional Buyers (QIBs), as defined in Chapter 5C of the PSX Rule Book, are allowed to trade in the TFCs of the Company. The Market Lot will be one Certificate of face value of PKR 100,000/- each. The Company has not appointed a Designated Market Maker for this issue.
The National Clearing Company of Pakistan Limited has assigned the Security Symbol “TPLTFC3” to the TFCs of the Company.
Pledge of equity securities with initial Fifty Percent (50%) margin. Initially, following securities would be pledged with the Trustee: (1) TPL Properties Limited (44,500,000 shares) (2) TPL Trakker Limited (35,000,000 shares) (3) TPL Insurance Limited (40,000,000 shares). The Issuer shall at all times be required to maintain at least Thirty percent (30%) margin. The companies and number of shares pledged initially may not be amended without prior written approval of the TFC holders.
The Company will establish and maintain ‘Debt Payment Accounts’ (“DPA”) with the [Account Bank (TBU)]. The DPA will be held under exclusive lien for the benefit of the Participating Institution(s).
The DPA will be funded in the following manner: (1) Proceeds from the sale of Sponsor shares in TPL Trakker (2) Proceeds from the sale of Sponsor shares in TPL Life Insurance (3) Proceeds from Right share issuance of the Company.
In addition to all of the above, dividends from group companies will be deposited in the DPA.
If at any time, proceeds from the sale of shares of TPL Trakker and TPL Life Insurance exceed the two upcoming installments amount, such residual amount will be released from the DPA Similarly, if the proceeds from Right Share issuance exceeds 3 upcoming installment amounts, such residual amount will be released from the DPA.
Insurance Guarantee
Insurance guarantee to cover the first year quarterly profit payments of upto PKR 76 million per quarter. If the Issuer is unable to fund the DPA as mentioned above, the Investment agent will have the power to call the guarantee 2 days prior to the profit payment date.
Pre Default Mechanism
If a day before prior to the payment date, the DPA does not have enough funds to cover the upcoming installment, the issue agent may liquidate the equity securities pledged with the issue agent equivalent to the short fall amount to cover the upcoming installment after giving prior notice of 15 days to the Issuer. This will be secondary to Insurance Guarantee.
In case the issuer does not build the requisite amount of upcoming installment in DPA on the desired date, the issue agent would initiate the process for realization of underlying security on immediate basis. First call for realization would be made for encashment of Insurance Guarantee. In case the proceeds from insurance company does not fall through within the pre-agreed timeframe or there is some degree of shortfall, the Trustee would initiate the process for realization of appropriate quantum of under-lien shares.
This event would initiate a cure period, without invoking the event of default, to manage all modalities and transfer of installment in DPA in a timely manner. Maximum length of the cure period can be 15 days. The cure period availed would attract mark-up at the rate of 3M KIBOR + 275 bps.
