Supernet Board approves merger with STL

May 27, 2025 (MLN): The Board of Directors of Supernet Limited (PSX: GEMSPNL) approved the proposed arrangement for the merger of the Company with and into Supernet Technologies Limited (STL), in a meeting held on May 27, 2025.

The approval includes a corporate and capital re-organization of STL, along with the draft Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017.

The Scheme, which is to be entered into between Supernet Limited and STL, remains subject to finalization, requisite approvals from shareholders, creditors, and regulatory bodies, and the sanction of the Scheme by the High Court of Sindh at Karachi.

It also requires fulfilment of all related legal formalities and may undergo changes or modifications as required or deemed necessary, the notification issued to the local bourse.

According to the Scheme, the entire undertaking of Supernet Limited including all assets, liabilities, privileges, obligations, rights, and business will be merged with and into STL through amalgamation.

As a result, all shares of Supernet Limited will stand cancelled.

In consideration, STL will issue an aggregate of 101.62 million ordinary shares to the shareholders of Supernet Limited (excluding STL itself as a shareholder), based on a swap ratio of approximately 1.68 ordinary shares of STL for every one ordinary share of Supernet Limited held.

This ratio also factors in the shares of STL to be issued to its own shareholders in accordance with the Scheme.

Following the completion of the merger, Supernet Limited will be dissolved without winding up and de-listed from the Pakistan Stock Exchange (PSX).

This development follows Supernet Limited’s earlier disclosure on January 29, 2025, in which it had announced in-principle authorization to formulate and propose terms for a potential merger with Supernet Technologies Limited.

The Scheme will be circulated to the PSX and shareholders in due course, subject to the order of the Honourable High Court of Sindh at Karachi and in accordance with applicable laws.

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