Wafi Energy secures conditional success in public offer for Shell Pakistan

September 20, 2024 (MLN): The Public Offer by Wafi Energy Holding Limited to acquire up to 11.29% of Shell Pakistan Limited's shareholding interest ended on September 19, 2024, Arif Habib Limited, the manager of the offer informed market participants today.

During the acceptance period, the number of shares tendered was below the public offer threshold of 24,162,179 but above the minimum acceptance level for a conditional offer of 16,913,525.

Therefore, all shareholders who tendered their shares will be deemed successful, subject to the completion of documentation.

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.

In July, the acquirer offered to purchase additional voting shares of up to 24.16 million of Shell at an offer price of Rs155.11 each.

As a result, AHL dispatched the offer letters, along with relevant instructions and letters of acceptance from Wafi Energy to all shareholders of the target company.

It is worth noting that a minority shareholder filed a complaint against Shell Plc's unit in Pakistan regarding its sale to Saudi Arabia's Wafi Energy Holding Ltd. earlier this year.

Read: Shareholder objects to Shell’s sale to Wafi Energy

In a letter sent to the company's local unit and the Securities and Exchange Commission of Pakistan, Shell ignored offers from other investors that offered a higher price, said Mian Bilal Arshad, a shareholder.

Also, the share price isn’t indicative of the true value because Shell Pakistan Ltd. is mostly held by a few large investors, the letter, seen by Bloomberg News, said.

“The sales agreement followed a targeted sales process, and after consideration, Shell selected Wafi Energy as the right buyer, given Wafi Energy’s strategy to expand in the region and its commitment to building upon Shell Pakistan’s existing legacy,” a spokesperson for Shell said in an emailed reply to Bloomberg questions.

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