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Karachi, June 06, 2013 (PPI-OT): This refers to your earlier letter reference no. C-1122-1180 on the captioned subject.
In this connection, please find enclosed copies of letters from acquirers which are self explanatory with respect to applicability of the requirements of the Listed Companies (substantial Acquisitions of voting shares and Takeovers) Ordinance, 2002 and Listed Companies (Substantial Acquisitions of voting shares and Takeovers) Regulations,2008.
Al-Miftah Holding (Pvt) Limited
Material Information
Please find enclosed letter from Securities of Exchange Commission of Pakistan (SECP) which is self explanatory for your information and records.
For Al-Miftah Holding (Pvt) Ltd
Applicability of the Takeover Ordinance and Regulations
This refers your letter dated April 11, 2013, and email dated April 12, 2013, soliciting clarification on the subject issue.
2. In view of the fact that more than 65% of the holders of voting shares in respect of which the public offer is required to be agreed or either ineligible to participate or made have in writing that they will not be accepting such public offer and that the acquirer intends to set the minimum level of acceptances as provided by Regulation 14(2) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended ) I am directed to inform you that the public offer as stipulated in Section 5 of the Takeovers Ordinance, 2002 read with Regulation 14 of the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended may not be made. However, please note that the acquirer is required to comply with the disclosure requirements of Section 5(2) of Takeovers Ordinance.
3. It may also be noted that the Commission has on record four separate announcements of intentions from four different entities/individuals, stating that they have entered into four distinct share purchase agreements dated March 7, 2013 for acquisition of shares of the company.
4. The above consent is subject to submission of certified copies of letters sent to this Commission as an attachment through email, from those shareholders who have communicated their intention of not participating in the public offer along with copy of evidence of shareholding on the date of public announcement of intention by your client.
Please note that this letter is being issued and based on facts narrated in your above referred letter. Please note that the view point of the Commission on the issue is without prejudice based on circumstances and facts of the subject matter as disclosed to the Commission and is issued without prejudice to the requirements of any other relevant Laws and Regulations if applicable, on the circumstances of the matter.
This should not be treated as a binding pronouncement from the Commission in any way.
Ali Azeem Ikram
Head of Department (Enforcement)
Securities and Exchange
Commission of Pakistan
NIC Building, 63 Jinnah Avenue,
Islamabad, Pakistan.
Sky Pak Holding (Pvt) Limited
Material Information
Please find enclosed letter from Securities of Exchange Commission of Pakistan (SECP) which is self explanatory for your information and records.
Applicability of the Takeover Ordinance and Regulations
This refers your letter dated April 11, 2013, and email dated April 12, 2013, soliciting clarification on the subject issue.
2. In view of the fact that more than 65% of the holders of voting shares in respect of which the public offer is required to be agreed or either ineligible to participate or made have in writing that they will not be accepting such public offer and that the acquirer intends to set the minimum level of acceptances as provided by Regulation 14(2) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended ) I am directed to inform you that the public offer as stipulated in Section 5 of the Takeovers Ordinance, 2002 read with Regulation 14 of the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended may not be made. However, please note that the acquirer is required to comply with the disclosure requirements of Section 5(2) of Takeovers Ordinance.
3. It may also be noted that the Commission has on record four separate announcements of intentions from four different entities/individuals, stating that they have entered into four distinct share purchase agreements dated March 7, 2013 for acquisition of shares of the company.
4. The above consent is subject to submission of certified copies of letters sent to this Commission as an attachment through email, from those shareholders who have communicated their intention of not participating in the public offer along with copy of evidence of shareholding on the date of public announcement of intention by your client.
Please note that this letter is being issued and based on facts narrated in your above referred letter. Please note that the view point of the Commission on the issue is without prejudice based on circumstances and facts of the subject matter as disclosed to the Commission and is issued without prejudice to the requirements of any other relevant Laws and Regulations if applicable, on the circumstances of the matter.
This should not be treated as a binding pronouncement from the Commission in any way.
Ali Azeem Ikram
Head of Department (Enforcement)
Securities and Exchange
Commission of Pakistan
NIC Building, 63 Jinnah Avenue,
Islamabad, Pakistan.
Rising Star Holding (Pvt) Limited
Material Information
Please find enclosed letter from Securities of Exchange Commission of Pakistan (SECP) which is self explanatory for your information and records.
Applicability of the Takeover Ordinance and Regulations
This refers your letter dated April 11, 2013, and email dated April 12, 2013, soliciting clarification on the subject issue.
2. In view of the fact that more than 65% of the holders of voting shares in respect of which the public offer is required to be agreed or either ineligible to participate or made have in writing that they will not be accepting such public offer and that the acquirer intends to set the minimum level of acceptances as provided by Regulation 14(2) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended ) I am directed to inform you that the public offer as stipulated in Section 5 of the Takeovers Ordinance, 2002 read with Regulation 14 of the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended may not be made. However, please note that the acquirer is required to comply with the disclosure requirements of Section 5(2) of Takeovers Ordinance.
3. It may also be noted that the Commission has on record four separate announcements of intentions from four different entities/individuals, stating that they have entered into four distinct share purchase agreements dated March 7, 2013 for acquisition of shares of the company.
4. The above consent is subject to submission of certified copies of letters sent to this Commission as an attachment through email, from those shareholders who have communicated their intention of not participating in the public offer along with copy of evidence of shareholding on the date of public announcement of intention by your client.
Please note that this letter is being issued and based on facts narrated in your above referred letter. Please note that the view point of the Commission on the issue is without prejudice based on circumstances and facts of the subject matter as disclosed to the Commission and is issued without prejudice to the requirements of any other relevant Laws and Regulations if applicable, on the circumstances of the matter.
This should not be treated as a binding pronouncement from the Commission in any way.
Ali Azeem Ikram
Head of Department (Enforcement)
Securities and Exchange
Commission of Pakistan
NIC Building, 63 Jinnah Avenue,
Islamabad, Pakistan.
Golden Globe Holding (Pvt) Limited
Material Information
Please find enclosed letter from Securities of Exchange Commission of Pakistan (SECP) which is self explanatory for your information and records.
Applicability of the Takeover Ordinance and Regulations
This refers your letter dated April 11, 2013, and email dated April 12, 2013, soliciting clarification on the subject issue.
2. In view of the fact that more than 65% of the holders of voting shares in respect of which the public offer is required to be agreed or either ineligible to participate or made have in writing that they will not be accepting such public offer and that the acquirer intends to set the minimum level of acceptances as provided by Regulation 14(2) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended ) I am directed to inform you that the public offer as stipulated in Section 5 of the Takeovers Ordinance, 2002 read with Regulation 14 of the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended may not be made. However, please note that the acquirer is required to comply with the disclosure requirements of Section 5(2) of Takeovers Ordinance.
3. It may also be noted that the Commission has on record four separate announcements of intentions from four different entities/individuals, stating that they have entered into four distinct share purchase agreements dated March 7, 2013 for acquisition of shares of the company.
4. The above consent is subject to submission of certified copies of letters sent to this Commission as an attachment through email, from those shareholders who have communicated their intention of not participating in the public offer along with copy of evidence of shareholding on the date of public announcement of intention by your client.
Please note that this letter is being issued and based on facts narrated in your above referred letter. Please note that the view point of the Commission on the issue is without prejudice based on circumstances and facts of the subject matter as disclosed to the Commission and is issued without prejudice to the requirements of any other relevant Laws and Regulations if applicable, on the circumstances of the matter.
This should not be treated as a binding pronouncement from the Commission in any way.
For more information, contact:
Ali Azeem Ikram
Head of Department (Enforcement)
Thatta Cement Company Limited
Arif Habib Centre, 23,
M. T. Khan Road, Karachi- 74000
Tel: 92-21 32423295
Fax: 92-21 32400989
Website: www.thattacement.com