Wafi Energy offers to buy 24m Shell shares at Rs155.11 each

July 25, 2024 (MLN): Wafi Energy Holding Limited has offered to purchase additional voting shares of up to 24.16 million of Shell Pakistan Limited (PSX: SHEL) at an offer price of Rs155.11 each.

Arif Habib Limited (AHL), the manager to the offer shared the development in its notice to the Pakistan Stock Exchange (PSX) on Thursday.

In order to accept the public offer, the shareholders are required to send the letter of acceptance, duly completed and signed, along with the requisite documents to the manager to the offer on or before 05:00pm on September 19, 2024.

To recall, WAFI Energy LLC, entered into a share purchase agreement dated October 31, 2023, with SHEL for the purchase of 165.7m shares representing approximately 77.42% of the total issued ordinary share capital of the company at a price of Rs118.00 per ordinary share.

Subsequently, due to a change in the capital ownership structure of WAFI Energy LLC, a new foreign entity called Wafi Energy Holding Limited replaced WAFI Energy LLC as the acquirer for this acquisition of 77.42% shares of SHEL on April 05, 2024.

SHEL, Wafi Energy LLC, and Wafi Energy Holding Limited entered into a novation agreement with effect from April 01, 2024, by virtue of which all the rights and obligations of the original acquirer were assigned and transferred to the new acquirer.

On April 24, 2024, the acquirer extended the date for the public announcement of the offer by ninety (90) days to July 27, 2024.

Therefore, the acquisition falls within the ambit of Section 111(c) of the Securities Act, 2015, and the acquirer is offering to purchase additional voting shares of up to 24,162,179 ordinary shares representing 11.29% of the total issued share capital of SHEL by way of a public offer.

In relation to the offer price to be offered to the public, since the shares of SHEL are frequently traded, the criteria for determining the price of shares to be offered to the public is the highest amongst prices stated under Regulation 13(1). These prices are:

• The negotiated weighted average price under the SPA for acquisition of voting shares of SHEL: Rs118.00 per share
• The highest price paid by the Acquirer or persons acting in concert with the acquirer for acquiring voting shares of SHEL during six months prior to the date of public announcement of offer: Not applicable
• The weighted average share price of SHEL as quoted on the securities exchange during the last 180 days preceding the date of announcement of public offer: Rs149.49 per share
• The weighted average share price of SHEL as quoted on the securities exchange during 28 days preceding the date of public announcement of intention: Rs155.11 per share

Based on the above, the public offer is being made at Rs155.11 per share, the highest among the above.

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