MILLAT GLOBAL HOLDINGS LIMITED

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE MORE THAN 76% SHARES AND CONTROL OF HASCOL PETROLEUM LIMITED (THE "TARGET COMPANY")

BY

MILLAT GLOBAL HOLDINGS LIMITED (THE "ACQUIRER")

UNDER SECURITIES ACT, 2015

Admonishment: Please note that the public announcement of intention to acquire voting shares/ control of Hascol Petroleum 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 The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority(ies).

Part A

Brief description of the intended acquisition -

The intended acquisition by the Acquirer is through a proposed subscription of new ordinary shares of the Target Company issued by way of other than rights offer, whereby the Acquirer intends to acquire at least 76% shareholding and control in the Target Company. Public Offer shall be made for fifty (50) percent of the remaining voting shares in accordance with Regulation 14 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations"), which, if applicable, shall be pursuant to a competitive bid under Regulation 17 of the Regulations if, at the time, there is an earlier public announcement of offer by another interested acquirer.

Intended acquisition through

Number of shares

Percentage

Subscription Agreement

Not determinable at this

At least 76% shareholding in the

stage

Target Company through

subscription of new shares.

Public offer

Not determinable at this

To be determined after finalization

stage

of agreements.

Part-B

  1. Information about the acquirer
    1. Name(s) and address(es) of acquirer along with persons acting in concert, if any.

Name

Address

Millat Global Holdings Limited

Office 403, Gate Village 4, Dubai International

("Millat" or the "Acquirer")

Financial Centre, Dubai 506819, UAE

  1. Name(s) of the ultimate acquirer or the ultimate controlling shareholder.

S. No. Name

    1. Mr. Hamza Farooqui
    2. Mr. Sadi Bin Asad Farooqui
    3. Mr. Javaid Asad Farooqui
  2. Name(s) and address(s) of manager to the offer of the acquirer.
    Name: Arif Habib Ltd.
    Address: Arif Habib Centre, 23, M.T. Khan Road Karachi 74000
  3. Principal areas of business of the acquirer and relevant experience
    Millat Global Holdings Limited is a private limited company that is engaged in investments in commercial enterprises and their management.
  4. In case the acquirer is a fund/ company(s):
    1. Names of the chief executive and directors of the company(s);

Name

Designation

Mr. Hamza Farooqui

CEO

Mr. Sadi Farooqui

Vice Chairman

  1. Names of substantial shareholders of the company.

Name

Shareholding Percentage

JAF Foundation

100%

    1. Date of incorporation: May 24, 2023
    2. Jurisdiction of incorporation:
      Dubai International Financial Centre, Dubai, United Arab Emirates
    3. Authorized and paid up capital:
      US$100 comprising of 100 shares of US$1.00 each.
  2. Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares:

Name of

Nature

Nature of

Jurisdiction

Description

Company

(listed/unlisted

business

of

held

/ Private

incorporation

control/mor

e than thirty

% shares or

both

JAF

Private

Holding

DIFC, Dubai,

100%

Holding 1

company

UAE

DIFC

Limited

Millat

Private

Holding

DIFC, Dubai,

100%

Hotels and

company

UAE

Resorts

Holding

DIFC

Limited

Millat

Private

Holding

DIFC, Dubai,

100%

Strategy

Company

UAE

Global

Holding

DIFC.

  1. Information about ultimate beneficial owner of the intended acquirer(s):-
    1. Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person.

Name

Passport No.

Nationality

Address

Mr. Hamza Farooqui

M00374351

South African

Gate Village

Building 4 Dubai

International

Financial Centre

Dubai United Arab

Emirates

Mr. Sadi Bin Asad

M00237020

South African

Gate Village

Farooqui

Building 4 Dubai

International

Financial Centre

Dubai United Arab

Emirates

Mr. Javaid Asad

M00183626

South African

Gate Village

Farooqui

Building 4 Dubai

International

Financial Centre

Dubai United Arab

Emirates

  1. Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares: -

N/A

  1. details of any existing holding of voting rights in the target company;
    1. which the acquirer owns or over which it has control or direction; Nil
    2. which is owned or controlled or directed by any person acting in concert with the of acquirer;
      Nil
    3. 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.
      None
  2. all conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject.
    The authorized/issued capital of the Target Company will have to be increased and the approval of the Securities and Exchange Commission of Pakistan will be required for subscription of shares issued by way of other than rights offer. The completion of proposed transaction shall be subject to, inter alia, receipt of all regulatory and corporate approvals.

Part-C

  1. Information about the target company
    1. Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.

S No.

Name of Directors

Position

1

Sir Alan Duncan

Chairman

2

Aqeel Ahmed Khan

Director / CEO

3

Mustafa Ashraf

Director

4

Syed M. Mujtaba Jafarey

Director

5

Farid Arshad Masood

Director

6

Abdul Aziz Khalid

Director

7

Aamir Amin

Director

8

Naheed Memon

Director

S

Shareholder Name

Shares

Shareholding Percentage

No.

1

Vitol Dubai Limited

401,697,229

40.21%

  1. Total number of issued shares of the company.

Total number of issued shares of the Target Company: 999,120,680 ordinary shares of PKR 10 each.

  1. Date of listing and offer price at the time of initial public offering

Date of listing:

May 14, 2014

Offer price:

PKR 56.50 per share

  1. Opening price at securities exchange at time of listing The opening price was PKR 56.50 per share
  2. share price quoted on the securities exchange one day before the public announcement of intention: PKR 8.87 per share *
  3. 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 7.82 per share**
    *Share price at the close of market hours on December 18, 2023
    **Volume Weighted Average Share Price of Hascol Petroleum Limited for the period from November 21, 2023 to December 18, 2023
  4. financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts.

Amounts in PKR Mn

Sep 30, 2023

Dec 31, 2022

Dec 31, 2021

Dec 31, 2020

Dec 31, 2019

Dec 31, 2018

Total Assets

55,348

44,005

47,398

59,231

96,686

74,777

Total Liabilities

129,866

105,422

94,882

105,601

121,551

68,790

Shareholders'

(74,518)

(61,417)

(47,485)

(46,280)

(24,865)

5,987

Equity/(Deficit)

Net Sales

125,680

72,453

64,270

114,012

155,520

233,607

(Loss) after tax

(13,101)

(14,498)

(7,570)

(23,539)

(35,166)

(218)

EPS/(LPS) (PKR)

(13.11)

(14.51)

(7.58)

(23.68)

(93.15)

(1.10)

Dividend per share

-

-

-

-

-

-

(PKR)

Source: Consolidated financial statements of Hascol Petroleum Limited

Yours Sincerely,

For and on Behalf of Millat Global Holdings Limited

Hamza Farooqui

CEO

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Arif Habib Ltd. published this content on 19 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 December 2023 04:17:28 UTC.