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Karachi: In accordance with Regulation 5 of the Listed Companies (Substantial Acquisition of Voting Shares and Take-Overs) Regulations, 2008, we are pleased to convey the following information:
We received from Next Capital Limited, as Manager to the Offer, vide their letter dated 18 May 2011, a Revised Public Announcement of Intention to Acquire 40% shares and control of PICIC Insurance Limited (“PIL”) by Excel Insurance Company Limited, as the Acquirer and Mr. Ghulam Muhammad and Miss Ayesha Mohammad, as Persons Acting in Concert, in addition to 20.0001% shares of PIL already held by them.
Revised Public Announcement of Intention by Excel Insurance Company Limited for the acquisition of a 40% equity stake in PICIC Insurance Limited (Target Company) (Addendum to Public Announcement of Intension already disseminated to relevant stock exchanges, target company, dated 08 March, 2011).
On behalf of our Client, Excel Insurance Company Limited, we, Next Capital Limited, are pleased to submit the revised ‘Public Announcement of Intention’ to acquire the above captioned shareholding in PICIC insurance Company Limited.
Kindly note, that Next Capital Limited has been appointed as the Manager to the officer’ by Excel Insurance Company Limited, as required under the statute,
Revised Public announcement of intention to acquire up to 40% shares and control of PICIC Insurance Company By Excel Insurance Company Limited Under Listed Companies (Substantial Acquisition of Voting Shares and Take-over) Ordinance, 2002 (Addendum to Public Announcement of intention already disseminated to relevant stock exchanges, target company, dated 08 March, 2011)
1) Information about the acquirer
(a) Name(s) and Address(s) of acquirer along with persons acting in concert, if any:
Acquirer:
Excel Insurance Company Limited
38 C- 1, Block 6, P.E.C.H.S, Shahrah-e-Faisal
Karachi
Person acting in conceit
Mr. Ghulam Muhammad
Miss. Ayesha Mohammad
(b) The Name(s) and Address(s) of financial advisors of the acquirer, if any:
Next Capital Limited
8th Floor,
Horizon Towers,
Plot No.2/6,
Clifton Block 3,
Karachi
(c) In case the acquirer is a Company:
Names of Chief Executive and Directors of the Company:
| Younus Haji Latif | Chairman |
| Ubaid Amanullah | Director |
| Shagufta Ghulam | Director |
| Muhammad Irfan Abdul Khalique | Director |
| Muhammad Zubair Ghulam Muhammad | Director |
| Muhammad Zubair Muhammad Usman | Director |
| Ghulam Mohammad | Chief Executiv |
Names of major shareholders of the Acquirer Company:
Mrs. Shagufta Ghulam
Mr. Ghulam Muhammad
Miss. Ayesha Mohammad
Ms. Saher Tehmina
Mss. Fiza D/o G. Mohammad
2) Information about the target company
(a) Name of the target company, its directors and major shareholders;
PICIC Insurance limited
Eight Floor, Shaheen Complex
M.R. Khan Road, Karachi
Major Shareholders:
| NIB Bank Limite | 30.01% |
| State Life Insurance Corporation | 11.14% |
Directors:
| Name | Designation |
| 1 Mr. Mohammad Basheer Janmohammad | Chairman |
| 2 Mr. Ghulam Muhammad | Director |
| 3 Mr. Yameen Kerali | Director |
| 4 Mr. Rizwan Abbas | Director |
| 5 Mr. Muhammad Riaz | Director |
| 6 Mr. Shahid Sattar | Director |
| 7 Mr. Habib Yousuf Habib | Director |
| 8 Mr. Abdul Qadir | Director |
| 9 Mr. Ahmed Salahuddin | Chief Executive Officer |
(b) Total number of Issued shares of the company:
35,000,000
(3) Number of shares already held by the acquirer, if any:
| Excel Insurance Company Limited: | 6,721,291 Shares or 19.20% |
| Mr. Ghulam Mohammad: | 279,490 Shares or 0.80% |
| Miss. Ayesha Mohammad | 1,000 Shares or 0.0001% |
(4) Number of shares along with the percentage intended to be acquired by the acquirer through public offer or agreement:
| Shares acquired through Share Purchase Agreement | None |
| Shares already acquired in the open market | 7,001,781 or 20% |
| Shares to be acquired through public announcement | 14,000,000 or 40% |
For more information, contact:
Muhammad Haneed
Company Secretary
Najam Ali
Chief Executive Officer
PICIC Insurance Limited
Eight Floor, Shaheen Complex
M.R. Kayani Road,
Karachi 74200 Pakistan
Tel: +9221 3221 9555-60
Fax: +9221 3221 9561