JSBL makes public offer of Rs23.99 per share to acquire 25% of Banklslami

June 27, 2023 (MLN): JS Bank Limited (PSX: JSBL) has submitted the Public Announcement of Offer (PAO) to acquire 275,891,286 shares (24.88% of paid-up capital) of Banklslami Pakistan Limited (PSX: BIPL) at Rs23.99 per share, latest company’s filing on PSX showed.

Notably, JS Bank has offered a price higher than the market value for the acquisition of BIPL, and in all scenarios, it is the highest price being offered to the general public through this Public Offer.

Next Capital Limited is the manager of the offer, and JSBL is referred to as the "Acquirer" or the "Client", for Next Capital Limited.

Brief description of the acquisition

Acquisition through Share Purchase Agreements of 470,603,772 (42.45%) shares at the price of 1.1318 ordinary shares of JSBL, to be issued as consideration for every 1 share of BIPL.

Additionally, acquisition through a Public Offer of 275,891,286 (24.88%) shares at the price of Rs23.99 per share.

Authorized share Capital:

No shares have been issued since the end of the last financial year of JSBL. However, it has entered into 3 SPAs for the acquisition of shares of Target Company from Ahmed Goolam Mohamed Randeree, Shabir Ahmed Randeree, Jahangir Siddiqui & Co. Limited and Sumya Builders and Developers (collectively referred to as Sellers).

The consideration for the SPAs is new shares of the Acquirer to be issued to the Sellers as "other than cash and other than rights" at the agreed swap ratio (i.e. ratio of 1.1318 ordinary shares of JSBL to be issued as consideration for every 1 share of BIPL).

All approvals related to the "other than cash and other than rights" issuance of shares have been received. Accordingly, the Acquirer is in the process of issuance of 532,629,349 ordinary shares of JSBL as consideration for the intended acquisition of 470,603,772 ordinary shares of BIPL.

In addition to this, on April 26, 2023, the Acquirer announced the issuance of 220,568,925 right shares (17 right shares for every 100 shares held) at a par value of Rs10 per share.

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