JS BANK LIMITED 01
1. Issuers Undertaking
WE, THE UNDERSIGNED OF JS BANK LIMITED CERTIFY THAT:
I. THE OFFER DOCUMENT CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;
II. THE INFORMATION CONTAINED IN THE OFFER DOCUMENT IS TRUE AND CORRECT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF;
III. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;
IV. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE OFFER DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING; AND
V. ALL REQUIREMENTS OF THE COMPANIES ACT, 2017, THE COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE CENTRAL DEPOSITORY COMPANY AND THAT OF PSX PERTAINING TO THE RIGHT ISSUE HAVE BEEN FULFILLED.
For and on behalf of JS Bank Limited
Amin Muhammad Virani | Basir Shamsie | |
Chief Financial Officer | President & | |
Chief Executive Officer |
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2. Undertaking by the Board of Directors (Board)
WE, THE BOARD OF JS BANK LIMITED HEREBY CONFIRM THAT:
(i) ALL MATERIAL INFORMATION AS REQUIRED UNDER THE COMPANIES ACT, 2017, THE SECURITIES ACT, 2015, COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE LISTING OF COMPANIES AND SECURITIES REGULATIONS OF THE PAKISTAN STOCK EXCHANGE LIMITED HAS BEEN DISCLOSED IN THIS OFFER DOCUMENT AND THAT WHATEVER IS STATED IN OFFER DOCUMENT AND IN THE SUPPORTING DOCUMENTS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF AND THAT NOTHING HAS BEEN CONCEALED.
(ii) WE UNDERTAKE THAT ALL MATERIAL INFORMATION, INCLUDING RISKS THAT WOULD ENABLE THE INVESTOR TO MAKE AN INFORMED DECISION, HAS BEEN DISCLOSED IN THE OFFER DOCUMENT.
(iii)RIGHT ISSUE IS THE DISCRETION OF BOARD OF THE ISSUER AND IT NEITHER REQUIRE APPROVAL OF THE COMMISSION NOR THE SECURITIES EXCHANGE.
(iv)THE DRAFT OFFER DOCUMENT WAS PLACED ON THE WEBSITE OF THE SECURITIES EXCHANGE AND THE ISSUER ON JUNE 02, 2023 AND MAY 29, 2023 RESPECTIVELY (I.E. WITHIN 45 DAYS OF THE DATE OF ANNOUNCEMENT BY THE BOARD
(v) COMMENTS FROM SECURITIES EXCHANGE AND THE SECP WERE RECEIVED ON JUNE 12, 2023
(vi)THE BOARD HAS ENSURED THAT DRAFT OFFER DOCUMENT IS UPDATED IN LIGHT OF THE SECURITIES EXCHANGE AND SECP COMMENTS.
(vii) THE BOARD HAS DISCLOSED ON PSX'S AND COMPANY'S WEBSITE, ALL THE COMMENTS RECEIVED ALONG WITH THE EXPLANATIONS AS TO HOW THEY ARE ADDRESSED.
(viii) THE FINAL OFFER DOCUMENT WAS PLACED ON SECURITIES EXCHANGE WEBSITE ON JUNE 19, 2023 ALONG WITH THE BOOK CLOSURE DATES AND RELEVANT RIGHT ISSUANCE TIMELINES. (I.E. WITHIN 20 WORKING DAYS FROM THE DATE OF RECEIPT OF COMMENTS OF PSX & SECP).
(ix)THE STATUTORY AUDITOR M/s KPMG TASEER HADI & CO, CHARTERED ACCOUNTANTS, WILL MONITOR THE PROCEED UTILIZATION SINCE THE ISSUANCE PROCEEDS EXCEED RS. 750 MILLION.
FOR AND ON BEHALF OF
THE BOARD OF DIRECTORS OF
JS BANK LIMITED
ADIL MATCHESWALA | SYED MUMTAZ ALI SHAH | |
( CHAIRMAN ) | ( DIRECTOR ) |
3. Disclaimer:
In line with the Companies Act, 2017 and Companies (Further Issue of Shares) Regulations, 2020, this document does not require approval of the Securities Exchange and the Securities Exchange Commission of Pakistan (SECP).
The Securities Exchange and the SECP disclaim:
a. any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.
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b. any responsibility for the financial soundness of the Company and any of its schemes/projects stated herein or for the correctness of any of the statements made or opinions expressed with regards to them by the Company in this Offer document.
c. any responsibility with respect to the quality of the issue.
It is clarified that information in this Offer document should not be construed as advice on any particular matter by the SECP and the Securities Exchange and must not be treated as a substitute for specific advice.
4. Glossary of Terms
"CCP" means the Competition Commission of Pakistan "Company" or "Bank" means JS Bank Limited; "BIPL" means BankIslami Pakistan Limited;
"CDC" means Central Depository Company of Pakistan Limited "Issuer" means the Company;
"JSCL" means Jahangir Siddiqui & Co. Limited; "PKR" or "Rs" means Pakistani Rupees; "PSX" means Pakistan Stock Exchange Limited; "SBP" means the State Bank of Pakistan
"SECP" means Securities & Exchange Commission of Pakistan; "Sponsor" means JSCL;
"Takeover Regulations" means Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017.
5. Table of Contents
i. Salient Features of the Right Issue
ii. Subscription Amount Payment Procedure
iii. Profile of Management and Sponsors
iv. Financial Details of the Issuer
v. Risk Factors
vi. Legal Proceedings
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6. | Salient Features of the Right Issue: | |||
(i) | Brief Terms of the Rights Issue: | |||
a) | Description of issue: | Issuance of new ordinary shares at par by way of | ||
rights to existing shareholders of the Company as | ||||
per their proportional entitlement. | ||||
b) | Size of the proposed issue | Rs. 2,205,689,250/ divided into 220,568,925 | ||
Ordinary Shares of Rs. 10/ each | ||||
c) | Face value of the share | Rs. 10/ Each | ||
d) | Basis of determination of price ofthe right | The board of directors of the Company decided | ||
issue | the issue price to be at par at their meeting held | |||
on April 26, 2023. | ||||
e) | Proportion of new issue to existing | 17 Right Shares for Every 100 ordinary shares | ||
issued shares with condition, if any | held by existing shareholders. |
- Date of meeting of board of directors (BoD) April 26, 2023 wherein the right issue was approved
g) | Names of directors attending the | Mr. Adil Matcheswala - Chairman |
BoD meeting | Ms. Nargis Ali Akber Ghaloo | |
Lt. Gen. (Retd.) Sadiq Ali | ||
Syed Mumtaz Ali Shah | ||
Mr. Usman Yousaf Mobin | ||
Mr. Basir Shamsie - President & CEO | ||
h) | Brief purpose of utilization of rightissue | To enable the Company to make strategic |
proceeds | investments and pay for the shares of BIPL which | |
may be tendered during the public offer process. | ||
i) | Purpose of the Right Issue - Details of the | The purpose of the rights issue is to raise funding |
main objects for raising funds through | to make cash consideration payments to public | |
present right issue. | shareholders of BIPL who may tender their | |
shares during the public offer process. The public | ||
offer will be for a maximum of 24.88% shares of | ||
BIPL. | ||
The balance funding requirements for such cash | ||
consideration payments will be managed | ||
through internal sources. | ||
Subject to receipt of regulatory permissions and | ||
approval, it is expected that the entire acquisition | ||
of shares of BIPL will be concluded by September | ||
2023. | ||
If any proceeds generated from the rights issue | ||
are unutilized due to any reasons whatsoever, | ||
including any leftover after making consideration | ||
payments during the public offer process or if the | ||
takeover of BIPL does not materialize, they shall | ||
be used for the general business and operations | ||
of the Company. | ||
j) | 'Minimum level of subscription' | Not Applicable. |
(MLS) | ||
k) | "Application Supported by Blocked | Not Applicable. |
amount" (ASBA) facility, if any, will be | ||
provided for subscription of right shares |
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JS Bank Ltd. published this content on 06 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2023 09:20:09 UTC.
