TRG: A Race Against Time

March 27, 2025 (MLN): In a related development, with respect to our earlier article on March 25, 2025, the High Court of Sindh has granted that should the Respondents (Manager to the offer, Greentree Holdings Limited et al.) decide to extend the acceptance period of the public offer till April 15, 2025, they are free to do so.

The Court’s interim orders shall commence from the close of that date, i.e., from April 15, 2025.

To recall, the high court of Sindh had granted a stay order against the proposed takeover of TRG Pakistan by Greentree Holdings Limited, a wholly owned subsidiary of TRG International Limited.

Specifically, due to technical reasons, the stay order required the Manager of the public offer and TRG Pakistan to maintain the status quo post close of the acceptance period. 

The strategy of the opposing camps seems to be very clear, The Management still seems to attempt to bulldoze through the fundamental question on the legality of this buyback by attempting to vacate the stay order granted by the high court of Sindh.

The contesting Shareholders are stressing that the legalities under Section 86(2) of the Companies Act 2017 be decided first.

These are two opposing issues, one being portrayed as time-sensitive and the other being a question of the law and its equitable translation.

The plea taken by the Management to extend the acceptance period “so that the shareholders are not discouraged” is interesting.

The difference between the Offer Price (PKR 75/-) and yesterday's closing (PKR 65.14/-) is PKR 9.86/-. For short-term speculators, this difference implies a spectacular return over a few days, provided that the buyback process is concluded successfully.

However, if it lingers, the speculators lose on the time value of money or are altogether disappointed if SECP decides to look into the case.

The extension requested is an attempt to provide a cushion on this potential loss of time value of money, in the hope that the tender offer shall go through by vacation of the stay order.

In other words, encouragement of the short-term shareholders to stay the course and be an anticipating party to the case.

In whichever way the situation turns out, it shall long be taught in corporate law schools.

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