AsiaNet-Pakistan Premier Editorial Content and Press Release Distribution Service
Karachi, January 30, 2013 (PPI-OT): 1. Unilever Pakistan Limited (“Unilever Pakistan”) is a company limited by shares incorporated in Pakistan and registered at Karachi as a public company having its registered office at ‘Avari Plaza, Fatima Jinnah Road, Karachi-75530, Pakistan. Unilever Pakistan is also a listed company and its shares are quoted on the Karachi; Lahore and Islamabad Stock Exchanges.
2. Unilever Pakistan has an authorized share capital of Rs. 800,000,000 divided into 16,904,330 ordinary shares of Rs. 50 each and 47,835 preference shares of Rs. 100 each. As at the date hereof Unilever Pakistan has an issued, subscribed and fully paid up share capital of Rs. 669,476,950 divided into 13,293,869 ordinary shares of Rs. 50 each and 47,835 preference shares of Rs. 100 each.
Out of this issued share capital the majority shareholder and Unilever Pakistan’s parent company, Unilever Overseas Holdings Limited, of United Kingdom, presently holds 9,981,417 ordinary shares of Rs. 50 each and 33,735 preference shares of Rs. 100 each, representing 75.07% of the total issued share capital of Unilever Pakistan.
The remaining 3,312,452 ordinary shares of Rs. 50 each and 14,100 preference shares of Rs. 100 each in the issued share capital of Unilever Pakistan are held by other shareholders (other than Unilever Overseas Holdings Limited).
3. In line with Unilever Pic’s strategy for Unilever Pakistan, which is to maximize Unilever’s shareholding to as close to 100% and to de-list Unilever Pakistan, Unilever Overseas Holdings Limited has decided to acquire all the remaining outstanding ordinary shares in Unilever Pakistan, and to seek the de-listing of the shares of Unilever Pakistan from the Karachi, Lahore and Islamabad Stock Exchanges and the revocation of the CDS Eligibility of the shares of Unilever Pakistan.
4. In this connection Unilever Overseas Holdings Limited has informed Unilever Pakistan and has requested Unilever Pakistan to inform the Stock Exchanges in Pakistan and the other shareholders of Unilever Pakistan that Unilever Overseas Holdings Limited offers to purchase the entire ordinary shares in Unilever Pakistan from the other shareholders of Unilever Pakistan at the purchase price of Rs. 9,700 per share, in accordance with the Voluntary De-Listing Regulations of the Stock Exchanges. Unilever Overseas Holdings Limited has also informed Unilever Pakistan of their desire to seek the revocation of the CDS Eligibility of the shares of Unilever Pakistan.
5. The offer made by Unilever Overseas Holdings Limited will remain open for a period of 60 days from a date to be notified after approval of this application for de-listing of the shares of Unilever Pakistan in accordance with the Voluntary De-Listing Regulations of the Stock Exchanges.
6. Upon this application for the de-listing of the shares of Unilever Pakistan being approved in accordance with the Voluntary De-Listing Regulations of the Stock Exchanges, Unilever Pakistan will issue notices convening an Extraordinary General Meeting of the shareholders of Unilever Pakistan to seek their approval to the de-listing of the shares of Unilever Pakistan from the Stock Exchanges in Pakistan and the revocation of the CDS Eligibility of the shares of Unilever Pakistan. This approval of the, shareholders will be obtained through the following resolution, which will be proposed and passed as a special resolution:
“Resolved as and by way of a Special Resolution That the shares of the Company be de-listed from The Karachi Stock Exchange Limited (KSE), the Lahore Stock exchange Limited and the Islamabad Stock Exchange Limited and that steps be taken to revoke the CDS Eligibility of the shares of the Company and, that the Directors of the Company be or any one of them is hereby authorized to take all such actions as they may deem fit in connection with such de-listing and revocation of CDS Eligibility.”
A copy of the special resolution together with a complete list of shareholders will be forwarded to the Stock Exchanges in due course.
7. Applications for de-listing are also being submitted to the Lahore Stock Exchange Limited and the Islamabad Stock Exchange Limited.
8. Further and as required by the Listing Regulations of the Karachi Stock Exchange, annexed hereto are the following documents, in original:
(i) The undertaking dated 23 January 2013 of Unilever Pakistan’s parent company, Unilever Overseas Holdings Limited, required under Regulations 30-A(iv), (v) and 30-D(ii) of the Listing Regulations of the Karachi Stock Exchange (which undertaking is in substitution of the undertaking dated 9 January 2013, submitted to the Karachi Stock Exchange which undertaking now stands cancelled);
(ii) The consent dated 23 January 2013 of KASB Securities Limited, required under Regulation 30-C (v) of the Listing Regulations of the Karachi Stock Exchange to act as the Purchase Agent for Unilever Overseas Holdings Limited with respect to the offer by Unilever Overseas Holdings Limited to buy-back all the shares of Unilever Pakistan held by the other shareholders of Unilever Pakistan; and
(iii) The undertaking dated 23 January 2013 of KASB Securities Limited as Purchase Agent, required under Regulation 30-C(v) of the Listing Regulations of the Karachi Stock Exchange.
9. The bank guarantee/ standby letter of credit securing the undertaking aforesaid will be submitted in due course.
10. Attached hereto is a pay order No. 0599843 dated 24 Jan, 2013 of Deutsche Bank, Avari Plaza Branch, Karachi made out in favor of the Karachi Stock Exchange in the sum of Rs. 250,000 being the fees payable in connection with the application for de-listing of the shares of Unilever Pakistan from the Karachi Stock Exchange Limited.
11. Unilever Pakistan therefore requests that the shares of Unilever Pakistan may be de-listed from the Karachi Stock Exchange Limited.
For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk