SECP approves Faysal Bank's 107m share issue

June 30, 2026 (MLN): The Securities and Exchange Commission of Pakistan has allowed Faysal Bank Limited to issue up to 107,000,000 ordinary shares against conversion of Sukuk Certificates amounting to Rs7,000,000,000 by way of other than right offer.

The approval is based on the special resolution passed by the shareholders of the Bank at the Annual General Meeting held on March 26, 2026, and the information/documents submitted to the Commission.

The shares will be issued to the Sukuk holders upon occurrence of point of non-viability (PONV) trigger event, upon declaration by State Bank of Pakistan, the company's filing on PSX revealed today.

The approval is however subject to the following conditions: all features relevant to the aforesaid Sukuk shall be governed by the terms and conditions and predefined events as disclosed to the shareholders and the Commission;

the proposed new shares when issued will rank pari-passu in all respects with the existing ordinary shares of the Bank; shares shall be issued only in book entry form; and lock-in clause shall be applicable as per the relevant regulations, as and if applicable.

In case of any conflict regarding the terms of Sukuk or conversion thereof, the Bank shall not take any decision that is contrary to the applicable laws and the disclosures made to the shareholders and the Commission.

The Bank, within seven days of date of the letter, shall provide an undertaking to the effect that it will, at all times, maintain a sufficient cushion in its authorized capital, at least equal to the maximum cap on shares to be issued in case of triggering event of PONV; that nothing in applicable laws and its memorandum and articles of association restricts the Bank to issue the said shares.

And that change, if any, in the covenants, regulatory approvals or material information or trigger events regarding the aforesaid conversion of Sukuk effecting circumstances thereof shall be communicated to the Commission along with approval/direction of SBP and other requisite details immediately.

The Bank shall also inform the Commission within seven days of the issuance of shares regarding number of shares issued, list of Sukuk holders to whom shares are issued containing sufficient detail including their respective holding and number of shares issued to each of them, conversion price along with the calculation and total paid up capital after issue of shares against the aforesaid Sukuk.

The aforesaid approval for issuance of shares is being given based on the documents/information provided, relevant laws and regulations, and hence the Commission bears no responsibility whatsoever for the expressed or implied agreements between the Sukuk holders and the Bank.

In case the aforementioned issuance of shares by way of other than right triggers any provisions of substantial acquisition of voting shares and takeovers, the Bank and the Acquirer shall ensure full compliance with all the regulatory requirements in this respect.

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