AI assistant
AKD Securities Limited — M&A Activity 2025
May 15, 2025
71497_rns_2025-05-15_8ce2b4d4-f481-4609-a9cf-fa8786d4acc9.pdf
M&A Activity
Open in viewerOpens in your device viewer
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:
-
Attested CNIC/NICOP copy of the applicant (including joint shareholders if any)
-
Duly filled and signed Acceptance Letter
-
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:
-
Certified True Copy of Memorandum and Articles of Association
-
Certified True Copy of Certificate of Incorporation
-
Certified True Copy of Computerized National Identity Card of the signatories
-
Certified True Copy of Board Resolution authorizing persons to sell the Shares with specimen signature of such authorized persons
-
Copy of CDC transfer slips
-
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