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AKD Securities Limited M&A Activity 2025

May 15, 2025

71497_rns_2025-05-15_8ce2b4d4-f481-4609-a9cf-fa8786d4acc9.pdf

M&A Activity

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AKDSecuritiesLimited

May 15, 2025

The Executive Director

PublicOfferingandRegulatedPersonsDepartment
SecuritiesMarketDivision
Securities&ExchangeCommissionofPakistan
NICBuilding,Jinnah Avenue,BlueArea
Islamabad, Pakistan

Mr. Hasnain Aslam

ChiefExecutiveOfficer
TRG[Pakistan][Limited]
24thFloor,Sky Tower WestWing
Dolmen,HC-3,Block 4,MarineDrive
Clifton,Karachi

The General Manager

Pakistan Stock ExchangeLimited
StockExchangeBuilding,Stock ExchangeRoad
Karachi
Subject:CorrigendumtothePublicAnnouncementofofferdated January15,2025toacquireupto
35.147%shares (i.e.191,690,015OrdinaryShares)andControlofTRGPakistanLimited

Dear Sirs,

Thisiswithreference tothePublicAnnouncementof OfferdatedJanuary15, 2025 (the "PAo")thatwas
issuedonthesamedaythroughAKDSecuritiesLimited(the"ManagertotheOffer") onbehlafof
GreentreeHoldingsLimited(the"Acquirer"),andwaspublishedonJanuary17,2024intheBusiness
RecorderandNawa-i-Wagtnewspapers,withrespecttotheacquisitionofuptp191,690,015shares
(constituting35.147%of theshareholdinginterest)andcontrolof TRGPakistanLimited.
Onbehalf oftheAcquirer, theManagertotheOfferisherebysubmittingaCorrigendumtothePAO
("Corrigendum"),whichcontains certainamendmentsinteraliarelatingtotheStatementsmadebythe
Acquirer.
Shouldyourequirefurtherinformation,pleasefeelfreeto contacttheundersigned.

Kind regards

For andonbehalfof AKDSecuritiesLimited (ManagertotheOffer)
FatimaM.[Shamim]
Analyst -nvestmentBanking
TRECHolder:PakistanStockExchangeLimited,
RegisteredBroker:Securities& ExchangeCommissionofPakistan
sSTN-S1S00927-7NTN-1500927-7
HeadOfce :Suite-602.6thFloor,ContinentalTrade Centre,BlockCifton,Karachi,Pakistan,
UAN: (92-21)111-253-111FAX:(92-21)35867992,3586715Email: [email protected]
Oue
on tambad
TeahAenetamaadPlan

www.akdsl.com

Foranyqueriesregarding youraccountstatementpleasecall 111-253-253orE-ma�lus. [email protected]

Corrigendum to the Public Announcement of Offer dated January 15, 2025 in relation to the acquisition of up to 191,690,015 ordinary shares (constituting 35.147% shareholding interest) and control of TRG Pakistan Limited by Greentree Holdings Limited

This Corrigendum is in respect of a correction to the last disclosure in section 5 of Part B of the Public Announcement of Offer dated January 15, 2025, published on January 17, 2025 in the Business Recorder and Nawai Waqt newspapers, including various updates and clarifications issued from time to time (“PAO") by AKD Securities Limited (the “Manager to the Offer”) on behalf of Greentree Holdings Limited (the “Acquirer”), with respect to the acquisition of up to 191,690,015 ordinary shares (constituting ~35.147% shareholding interest) and control of TRG Pakistan Limited (the “Target”). The updates to the timelines necessitated by the publication of this Corrigendum are set out below in section 4 of Part B.

All steps taken in pursuance of the PAO remain valid and all other details in the PAO, other than those stated herein below, remain unchanged.

PART B

4. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

  • Detailed procedure for acceptance of offer by 1. In order to accept the Public Offer, the shareholders are required

  • shareholder of the Target to send the letter of acceptance (attached to the Offer Letter), duly completed and signed, along with the requisite documents (as set out below) to the Manager to the Offer, at its registered address i.e. 602, 6th Floor, Continental Trade Centre, Block 8, Clifton, Karachi, on or before 5:00 PM on July 8[th] , 2025 . Please ensure that with the letter of acceptance, all the required information is provided, including the number of shares to be tendered.

  • In the event that the letter of acceptance and the requisite documents are delivered within the stipulated time, the Manager to the Offer will, upon request, issue confirmation of the receipt of documents.

  • Receipt by the Manager to the Offer by the closing date of the duly completed and signed letter of acceptance along with the required documents will constitute acceptance of the Public Offer.

  • Completed acceptance forms, once submitted, cannot be revoked by shareholders selling in the Public Offer.

  • Copies of the acceptance form shall also be available at the offices of AKD Securities Limited (address provided below) or on the website: www.akdsl.com

  • The Public Offer will remain open for acceptance for seven days starting 9:00 AM on July 2[nd] , 2025 to 5:00 PM on July 8[th] , 2025. Acceptances received after working hours on closing date shall not be entertained and the Offer period shall not be extended, except if permitted or required pursuant to court order(s).

  • This Public Offer remains subject to the outcome of JCM 12 of 2025 pending before the Hon’ble High Court of Sindh at Karachi.

1

The following documents must be submitted as part of the Acceptance of the Offer:

For Individual Applicants:

  1. Attested CNIC/NICOP copy of the applicant (including joint shareholders if any)

  2. Duly filled and signed Acceptance Letter

  3. Stamped CDC transfer slip showing transfer of shares to the designated Manager to the Offer Account (to be issued by your broker)

For Corporate applicants:

  1. Certified True Copy of Memorandum and Articles of Association

  2. Certified True Copy of Certificate of Incorporation

  3. Certified True Copy of Computerized National Identity Card of the signatories

  4. Certified True Copy of Board Resolution authorizing persons to sell the Shares with specimen signature of such authorized persons

  5. Copy of CDC transfer slips

  6. Copy of NTN Certificate

In the case of physical shares, the following additional documentation is required:

  • i. Original Share Certificates

  • ii. Share splitting authorization letter

  • iii. Authority Letter to pick up excess shares through a representative

  • iv. Share Transfer Deed (Verified by Share Registrar)

Any letter of acceptance furnished by the shareholder(s) without the requisite documents may be rejected by the Manager to the Offer as being incomplete and invalid.

The acceptance by the Acquirer of the shares tendered by the selling shareholders and payment of the offer price is subject to the following conditions:

  • The Securities and Exchange Commission of Pakistan (“Commission”) or any other competent authority not raising any objections to any of the provisions of the Public Offer;

  • The payment for the shares does not contravene any section of the Foreign Exchange Regulations Act, 1947 and the Foreign Exchange Manual of the State Bank of Pakistan;

  • The letter of acceptance being duly completed and signed along with the required documents and submitted to the Manager to the Offer on or before the closing date;


The tendered shares being verified by the Target; and

The Acquirer not withdrawing the Public Offer in accordance with
the provisions of the Act.
Upon receipt of duly filled acceptance form along with the requisite
documents, the Manager to the Offer will provide written confirmation
of receipt, upon request, to the respective shareholder.
All payments in respect of shares tendered by the shareholders, will be
made through Interbank Funds Transfer / RTGS, within a period of 10
(ten) days from date of closure of the acceptance period. No interest,
mark-up, surcharge or other increment will be payable on the
aggregate price for the shares purchased by the Acquirer from any
selling shareholder for any cause or reason.
Details of the CDC account in which shares are
required
to
be
tendered
by
eligible
shareholders on acceptance during the
acceptance period
CDC account holders shall follow the procedure set forth above, as
applicable. Additionally, the CDC account holders must transfer these
shares to the CDC account of the Manager to the Offer in accordance
with the following details and to provide the CDC transfer slip to the
Manager to the Offer, with respect to transfer of shares:
CDC Account Title: Manager to the Offer – TRG Pakistan Limited
CDC Participant ID:10629
CDC Sub Account No:601651
UIN:GHL55801BM
Transaction Reason Code
-
For Intra Account - [A021]
-
For Inter Account - [P015]
Shareholders with physical share certificate(s) are required to provide
the physical share certificate(s) along with duly verified transfer
deed(s).

5. STATEMENTS BY THE ACQUIRER

Statement by the Acquirer for assuming
responsibility for the information contained in
the document
Directors of the Acquirer assume responsibility for the information
contained in this document.
A statement by the Acquirer to the effect that
each of the Acquirer including persons in
concert, if any, will be severally and jointly
responsible for ensuring compliance with the
Act and the Regulations.
The Acquirer is not acting in concert with any other person(s) and
assumes responsibility for ensuring compliance with the Act.
A statement by the acquirer that the Public
Offer is being made to all the shareholders
who have voting shares of the Target and
(except the persons acting in concert with
Acquirer) whose names appear in the register
of shareholders as on the date of book
closure.
The Acquirer confirms that this Public Offer is being made to all the
shareholders who have voting shares of the Target and whose names
appear in the register of shareholders as on the date of book closure
which shall be announced in due course.
A statement by the acquirer that all statutory
approvals for the Public Offer have been
obtained.
The Acquirer confirms that all statutory approvals for the Public Offer
have been obtained.
Disclosure as to whether relevant provisions
of the Act and the regulations have been
complied with.
The Acquirer confirms that all relevant provisions of the Act and the
Regulations have been complied with.
A statement to the fact if any director(s) of the
acquirer is also a director on the board of
directors of Target.
None of the director(s) of the Acquirer are on the board of directors of
the Target.
A statement by the acquirer as to whether or
not any voting shares acquired in pursuance to
the Public Offer shall be transferred to
another person and if that is the case the
names of such persons shall be disclosed.
The Acquirer confirms that the voting shares acquired in pursuance to
the Public Offer are not intended to be transferred to any other person.

Any questions in regard to this announcement can be directed to:

Manager to the Offer:

Name AKD Securities Limited
Address 602,Continental Trade Center,Block-8,Clifton,Karachi

Best Regards,

For and on behalf of GREENTREE HOLDINGS LIMITED.

_________ Ali Ahsan CEO Dated: May 15, 2025