FFC to acquire remaining 25% stake in FPCL to gain ownership

November 11, 2025 (MLN): Fauji Fertilizer Company Limited (PSX: FFC) has reported a major internal restructuring move aimed at consolidating its power operations by acquiring the remaining 25% stake in FFBL Power Company Limited (FPCL) from its parent entity, Fauji Foundation (FF).

Following approval by FFC’s Board of Directors in a meeting held on November 10, 2025, the transaction will enable the fertilizer giant to achieve 100% ownership of FPCL, a key step toward operational efficiency and group streamlining.

The deal is subject to approval from shareholders and the Securities and Exchange Commission of Pakistan (SECP).

Under the proposed arrangement, FFC will acquire 214.69 million ordinary shares of FPCL, representing 25% of FPCL’s paid-up capital, from Fauji Foundation.

In return, FFC will issue 15.91 million new ordinary shares at a par value of PKR 10 per share to Fauji Foundation, through an "other than right offer" and on a non-cash consideration basis.

The swap ratio has been determined at one (1) FFC share for every 13.49 FPCL shares, based on an independent valuation conducted by KPMG Taseer Hadi & Co. Chartered Accountants. Post-transaction, these newly issued shares will account for around 1.11% of FFC’s paid-up capital.

Once completed, FPCL will become a wholly-owned subsidiary of FFC, which currently holds a 75% stake (644.06 million shares). Fauji Foundation’s ownership in FFC will simultaneously increase from 43.51% to 44.14%, reflecting its receipt of the new issue shares.

FFC stated that the restructuring is an internal group realignment designed to create synergies and cost efficiencies through shared services, improved coordination, and better resource utilization.

The company expects the move to enhance its bottom line by generating incremental dividends from FPCL and improving operational efficiency.

“The transaction is expected to add long-term value for shareholders by unlocking operational synergies and strengthening group integration,” the company said.

Fauji Foundation has already given its written consent for the allotment of shares, pending regulatory and shareholder approvals.

To formalize the transaction, FFC will convene an Extraordinary General Meeting (EOGM) on December 8, 2025.

The agenda will seek shareholder approval for (a) the proposed transaction, (b) an investment in Agritech Limited, and (c) amendments to the company’s Articles of Association.