TRG Takeover Twist

May 15, 2025 (MLN):  In a significant development today, AKD Securities Limited issued a Corrigendum Notice, amending key statements in the Public Announcement of Offer (PAO) originally published on January 15, 2025, regarding Greentree Holdings Limited’s acquisition of TRG Pakistan Limited.

The correction, prompted by legal proceedings at the High Court of Sindh, involves a disclosure error under Schedule-VII of the Securities Act 2015. 

Initially, Greentree Holdings Limited had declared that the shares acquired would be transferred to TRG Pakistan itself, suggesting a wash trade, where TRG’s funds were used to acquire its shares, only for them to return to TRG at the acquisition price.

However, in its revised disclosure, Greentree Holdings now asserts that the acquired shares will not be transferred to any other entity. 

Despite this, TRG Pakistan remains the ultimate owner, making the transaction structure increasingly complex.

Court hearings revealed that Greentree Holdings informed SECP via email that its earlier disclosure was erroneous, claiming that no such share transfer was ever intended. 

This raised concerns over whether the discrepancy was merely a clerical error or a strategic shift in acquisition plans.

With JCM No. 12 of 2025 still ongoing, the High Court awaits SECP’s official stance on the legitimacy of this acquisition model, where TRG Pakistan indirectly funds its own takeover through its wholly owned subsidiary Greentree Holdings Limited.

SECP’s lack of intervention is here with speculation growing that the regulator may be under any pressure to remain silent on this potentially precedent-setting case.

Despite the drama, the acceptance period for TRG Pakistan shareholders has been formally updated and will now run from July 2, 2025 (9:00 AM) to July 8, 2025 (5:00 PM).

With court rulings pending, the acquisition remains subject to SECP’s regulatory decision, which could reshape corporate governance standards for acquisitions involving subsidiary funding models in Pakistan.

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