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Karachi: This is further to our letter No. JSB-110-11 dated October 11, 2011 and your letters No. KSE/C-866-2070 dated April 1, 2011 and No. KSE/C-866-5911 dated September 29, 2011 on the captioned subject.
In connection therewith, enclosed herewith please find following documents and information:
1. Copy of Special Resolutions adopted by the shareholders in the Extraordinary General Meeting held on June 15, 2011; and
2. Copy of the approval letter from the State Bank of Pakistan dated July 29, 2011 and the Securities and Exchange Commission of Pakistan dated October 05, 2011.
Certified True Copy of the Resolutions Passed in the Extraordinary General Meeting of the Shareholders of JS Bank Limited Held on June 15, 2011
RESOLVED by way of Special Resolution that consent and approval be and is hereby accorded in terms of Section 208 of the Companies Ordinance, 1984, the Listed Companies (Substantial Acquisition of Voting Shares) Ordinance, 2002, the Rules and Regulations framed there under and all other applicable provisions of the aforesaid law, for long term equity investment by JS Bank Limited (the “JSGCL” or “JS Bank”) of upto Rs. 1,860,191,931 for acquiring upto 35,867,413 ordinary shares of the face value of Rs. 10 each of JS Global Capital Limited (the “JSGCL” or :JS Global”) by way of acquisition of 21,734,826 ordinary shares of the face value of Rs. 10 each i.e., 43.47% of the paid up share capital of JS Global from holding company, Jahangir Siddiqui and Company Limited (the “JSCL”) and balance of upto 14,132,587 ordinary shares of the face value of Rs. 10 each shares from other shareholders of JS Global.
Who may subscribe to the tender offer to be made by JS Bank in exchange for issue and allotment of upto 260,409,811 ordinary shares of JS Bank valuing upto Rs 1,860,191,931 to be issued to JSCL and such other shareholders on the basis of swap ratio computed by independent financial advisor, M. Yousuf Adil Saleem and Co, Chartered Accountants based on the break up values determined by the statutory auditors of JS Global and JS Bank as of December 31, 2010 subject to the consent and approval of shareholders of JSCL and regulatory approval (s) and exemption (s) the “Transaction”).
RESOLVED FURTHER that subject to the sanction and approval of the Securities and Exchange Commission of Pakistan under Section 84, Section 86 and all other applicable provisions of the Companies Ordinance, 1984, rules and Regulations framed there under, upto 260,409,811 ordinary shares of the face value of Rs. 10 each of JS bank be offered, issued and allotted by way of otherwise than right shares to JSCL and other shareholders of JS Global who will subscribe to the tender offer to be made by JS Bank in terms of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 at a price of Rs. 7.14332508 per share i.e. at a discount of Rs2.85667492 per share.
RESOLVED FURTHER that consent and approval be and is hereby accorded to issue shares at discount and by way of otherwise than right shares for consideration otherwise than in cash subject to the relaxation and exemption under the Companies (Issue of Capital) Rules, 1996 from the Securities and Exchange Commission of Pakistan.
RESOLVED FURTHER that the acquisition of upto 35,867,413 shares of JS Global by JS Bank from JSCL and other shareholders of JS Global be and is hereby approved subject to the compliance to the requirements of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance 2002 for consideration by way of exchange of shares of JS Bank at a discounted price of Rs 7.14332508 per share i.e. at a discount of
‘Rs.2.85667492 per share which shall be offered to the JSCL and ether shareholders of JS Global without fights offering on the basis of the swap ratio of 7.2603455:1 i.e. 7.2603455 shares of face value of Rs, 10 each in JS Global.
RESOLVED FURTHER that the swap ratio for issue of shares of JSBL in exchange for acquisition of shares of JS Global held by JSCL and other shareholders of JS Global-computed by the independent financial advisor, M. Yousuf Adil Saleem and Co, Charted Accountants on the baths of break up values of JS Global (Rs. 51.8630081 per share) JS Bank s (Rs. 7.14332508 per share) calculated by their respective statutory auditors i.e., 7.2603455 ordinary shares of the face value of Rs. 10 each in JS Bank for every one ordinary share having face value of Rs. 10 each in JS Global be and is hereby approved.
RESOLVED FURTHER that in consequence of issue and allotment of shares of JS Bank to JSCL and other shareholders of JS global, any fractional shares which are not in exact multiples will be consolidated into whole shares and sold on Karachi Stock Exchange and the sales proceeds thereof will be distributed amongst the shareholders of JS Global in accordance with their entitlements.
RESOLVED FURTHER that the aforesaid special resolutions shall be subject to any amendment, modification, addition or deletion as may be suggested, directed and advised by the SECP and / or any other regulatory body which suggestion, direction and advice shall be deemed to be part of these Special resolutions without the need of the shareholders to pass a fresh Special Resolution.
RESOLVED FURTHER that any two of the President, Executive Director and the Company Secretary of the JS Bank (the Authorized Officers), be and are hereby jointly authorized on behalf of JS Bank to procure necessary approvals / exemptions, as the case may be and take such other steps and actions necessary, ancillary and incidental for the acquisition of upto 71,734826 % shareholding comprising of upto 35,867/413 ordinary shares of the face value of Rs. 10 each of JS Global in exchange for shares of JS Bank to be issued at discount and by way of otherwise than right shares and issue, sign and execute such other documents, papers, instruments etc, as may be necessary or expedient including the Share Purchase Agreement for the purpose of giving effect to the spirit and intent of above resolutions.
NOC for Issuance of Shares at Discount to meet Minimum Capital Requirement
Please refer to your letter dated July 19, 2011 on the captioned subject.
In this regard, SBP has no objection on the issuance of 260,409,811 shares (maximum) at an approximate price of about Rs. 7.14 per share (i.e. at discount of Rs. 2.86 from par value of Rs. 10 per share) to Jahangir Siddiqui and Company Limited (JSCL) and other shareholders of JS Global Capital Limited (JSGCL) for meeting Minimum Capital Requirement subject to compliance of all other applicable laws, regulations and our earlier instructions in connection with the proposed transaction.
For more information contact:
Tahir Naeem
Deputy Director
JS Bank Limited
Shaheen Commercial Complex,
Dr. Ziauddin Ahmed Road
P. O. Box: 4847
Karachi-742000, Pakistan
UAN: +92 21 111 JS BANK (572-265)
Phone: +92 21 3227 2569-80
Fax: +92 21 3263 1803
Web: www.jsbank.com