ARIF HABIB LIMITED Public Announcement of Intention to acquire 77.42% shares (165,700,304 shares) and control of Shell Pakistan
Limited (the "Target Company")
By
WAFI Energy LLC (the "Acquirer")
under Securities Act, 2015
And
Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017
Admonishment: Please note that the public announcement of intention to acquire voting shares/control of Shell Pakistan Limited is subject to obtaining the requisite regulatory approvals, including clearance of fit and proper criteria from any regulatory authority, if applicable. The public announcement of intention may be withdrawn, if requisite approvals are not granted by the concerned regulatory authority(ies)
Part A
Brief description of the intended acquisition
Intended acquisition through | Number of shares | Percentage |
Agreement(s) | 165,700,304 shares | 77.42% |
Public offer | 24,162,179 shares | 11.29% |
Part B
1) Information about the Acquirer(s)
(a) Name(s) and address(s) of Acquirer(s) along with persons acting in concert, if any.
Acquirer
Name | Address |
WAFI Energy LLC | Olaya road, Muraba' district, Address P.O. Box 59273, |
Riyadh 11525, Kingdom of Saudi Arabia |
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Persons acting in concert
N/A
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(b) Name(s) of ultimate Acquirer(s) or the ultimate controlling shareholder
Asyad Holding Company
(c) Name(s) and address(s) of manager to the offer of the Acquirer(s)
Name | Arif Habib Limited |
Address | 2/F, Arif Habib Centre, 23, M.T. Khan Road, Karachi |
(d) Principal areas of business of the Acquirer(s) and relevant experience
WAFI Energy LLC is fast growing retail gas station network and sole licensee of Shell Retail Network (Gas Stations) in the Kingdom of Saudi Arabia
(e) In case the Acquirer(s) is a company(s):
(i) Name of Chief Executive and Directors of the Company:
S.# | Name | Designation |
1 | Osama Hussein Alsayed | Chairman of the Board of Managers |
2 | Faisal Osama Alsayed | Member of the Board of Managers |
3 | Ghassan Ahmad Amoudi | Member of the Board of Managers |
4 | Mansour Rana | Chief Executive Officer |
(ii) Names of substantial shareholders of the Company:
Name of Acquirer | Ultimate Controlling Shareholders | Shareholding |
WAFi Energy LLC | AlBiyan National Trading Limited | 70% |
Durrat Al Mustaqbal Holding Company | 30% |
- Date of incorporation: September 17, 2012
- Jurisdiction of incorporation: Kingdom of Saudi Arabia
- Authorized and Paid up capital: 3 million Saudi Riyal
-
Detail of companies, where the intended Acquirer(s) hold more than thirty percent voting sharesMR
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-
Detail of companies, where the intended Acquirer(s) hold more than thirty percent voting sharesMR
None
- Information about ultimate beneficial owner of the intended Acquirer(s)
- Name of the company, registration number, country of incorporation and address
Name | Commercial Registration No | Country of | Address |
Incorporation | |||
Asyad Holding | 4030163389 | Kingdom of Saudi | Bin Homran Centre, Prince |
Company | Arabia | Mohammed Bin Abdulaziz Street, | |
P.O. box 14552, Jeddah 21434, | |||
Kingdom of Saudi Arabia |
- Details of Companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than 30% voting shares
The details on group holdings are available at
https://asyadgroup.com/direct-investments/
- Details of any existing holding of voting rights in the Target company
-
Which the acquirer owns or over which it has control or direction
NIL - Which is owned or controlled or directed by any person acting in concert with the acquirer
NIL - In respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities.
NIL
-
Which the acquirer owns or over which it has control or direction
All conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of its subject
None
Part C
2) Information about the Target company
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MR
(a) Name of the Target company, its directors and major shareholders
Name:
Shell Pakistan Limited
Directors
Name | Designation |
Zain K Hak (Chairperson) | Chairman |
Waqar I. Siddiqui | Chief Executive Officer |
Rafi H. Basheer | Director |
Parvez Ghias | Director |
Imran R Ibrahim | Director |
Madiha Khalid | Director |
Zaffar A Khan | Director |
John King Chong Lo | Director |
Zarrar Mahmud | Director |
Amir R. Paracha | Director |
Badaruddin F. Vellani | Director |
Major shareholders: |
Shareholder | Shares Held | Percentage of Paid-up |
Capital | ||
The Shell Petroleum Company Limited | 165,700,304 | 77.42% |
(b) Total number of issued shares of the Target 214,024,662 Ordinary Share of PKR 10/- each.
(c) Date of listing and offer price at the time of initial public offering
Date of IPO: Not Available
Offer Price: Not Available
(d) Opening price at securities exchange at time of listing
Not Available
(e) Share price quoted on the securities exchange one day before the public announcement of intention
PKR 156.60 per share
* Share price at the close of market hours on October 30, 2023
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- The weighted average share price as quoted on the securities exchange during twenty eight days (28) days preceding the date of public announcement of intention
PKR 155.11 per share
- Volume weighted average Share price of Shell Pakistan Limited for the period from October 3, 2023 to October 30, 2023 (Source: Bloomberg)
- Financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts:
Amount in PKR millions | 2018 | 2019 | 2020 | 2021 | 2022 | 9M2023 |
Revenue | 186,204 | 199,719 | 165,140 | 249,210 | 412,699 | 321,172 |
Cost of Sales | 170,780 | 184,622 | 157,590 | 225,544 | 379,106 | 291,563 |
Gross Profit | 15,424 | 15,097 | 7,550 | 23,666 | 33,593 | 29,608 |
Operating Profit/(Loss) | (664) | 432 | (4,375) | 6,585 | 3,274 | 13,142 |
Profit/(Loss) before tax | (1,034) | (140) | (4,815) | 6,609 | 2,915 | 11,588 |
Profit/(Loss) after tax | (1,102) | (1,486) | (4,821) | 4,467 | (72) | 6,450 |
EPS/(LPS)/ (PKR/share) | (10.30) | (13.88) | (31.19) | 21.88 | (0.34) | 30.14 |
DPS (PKR/share) | 7.00 | - | - | - | 3.00 | 5.00 |
Any questions in regard to this announcement can be directed to:
Manager to the Offer:
Name | Arif Habib Limited |
Address | 2/F, Arif Habib Centre, 23, M.T. Khan Road, Karachi |
Tel | +92-21-111 245 111 |
Best Regards, |
For and on behalf of WAFI Energy LLC
Mansoor Rana
___________________________
Mansoor Rana
CEO
Dated: October 30, 2023
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Disclaimer
Arif Habib Ltd. published this content on 31 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 October 2023 04:44:11 UTC.
