Security Exchange Commission of Pakistan (SECP) has decided to allow United Bank Limited (UBL) to issue up to 59 million shares against conversion of Term Finance Certificates (TFC’S) other than right offering of UBL
According to an announcement letter issued to PSX on September 6, 2018, SECP allowed the aforementioned on the basis of special resolution passed by shareholders of the Bank in the Annual General Meeting (AGM), as well as disclosures and circumstances of the case presented to the Commission.
The approval however, is subject to the following conditions:
- The conversion mechanism, trigger events, TFC holders, sufficiency of shares to be converted and parties to whom shares are issued and all other features relevant to subject TFC shall be governed by the terms and conditions disclosed to the shareholders and the Commission.
- The Bank shall, within one month of issuance of subject TFC, provide relevant details of such issue including portion of TFC issued to pre-IPO investor and to public, TFC issuance date and funds raised by the Bank.
- The Bank shall inform the Commission within 07 days of the issuance of shares regarding the following:
- The number of shares issued
- List of TFC holders to whom shares are issued, their respective TFC holding and number of shares issued to each holder
- Conversion price (complete working of determining the price)
- Total paid up capital after subject issue of shares
- In case of any conflict regarding the terms of TFC or conversion, the Bank shall not take any decision that is contrary to the disclosures made to the shareholders and the Commission, and applicable laws.
- Any change or material information regarding the subject conversion of TFC’s or effecting circumstances of the subject case shall be communicated to the Commission immediately
- Since the aforesaid approval for issuance of shares has been given on the basis of documents/information provided, relevant laws and regulations, hence the Commission bears no responsibility for the (express or implied) agreements between the TFC holders and the Company
- It is the responsibility of the Bank to ensure that it continues to comply with all the relevant legal requirements and obtains regulatory approvals with respect to issuance of shares, as may be applicable at the relevant time.
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