Searle : Offer Document for Issuance of Right Shares

ADVICE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. THE

INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT') AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK-TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE LIABILITY OF

THE INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS OF THE COMPANY AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 4,249,999,985/-, CONSISTING OF 121,428,571 NEW ORDINARY SHARES BY THE SEARLE COMPANY LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.

THIS OFFER DOCUMENT IS VALID TILL [DD/MM/2023] (60 days from the last day of payment of subscription amount)

The Searle Company Limited

Right Share - Offer Document

Date and place of incorporation: October, 1965, Pakistan, Incorporation number: 0002161, Registered/Corporate

Office: One IBL Centre, 2nd Floor, Plot # 1, Block 7 & 8, D.M.C.H.S, Tipu Sultan Road, Off Shahra-e-Faisal, Karachi,

Contact No: : +92 21 37170200-201,Website:www.searlecompany.com| Contact Person: Mr. Zubair Razzak

Palwala, Phone: +92 21 37170200, Email: zubair.palwala@searlecompany.com

Issue Size: The Issue consists of 121,428,571 Right Shares (i.e. 31.13% of the existing paid-up capital of The Searle Company Limited) of face value of PKR 10/- each, at an offer price of PKR 35/- each (i.e. including a premium of PKR 25/- per share). The total amount to be raised through the right issue is PKR 4,249,999,985/-

Date of Final Offer Letter: [DD/MM/2023]

Date of Book Closure: From [DD/MM/2023] to [DD/MM/2023]

Subscription Amount Payment Dates: From [DD/MM/2023] to [DD/MM/2023]

Trading Dates for Letter of Rights: From [DD/MM/2023] to [DD/MM/2023]

Details of the relevant contact persons:

Banker to the Issue

Website: The offer letter can be downloaded from https://www.searlecompany.com/ and https://www.psx.com.pk/

Offer Document |The Searle Company Limited

UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

[Date]

WE, SYED NADEEM AHMED, THE CHIEF EXECUTIVE OFFICER AND MOBEEN ALAM, THE CHIEF FINANCIAL OFFICER OF THE SEARLE COMPANY LIMITED CERTIFY THAT:

1. THIS 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;
2. THE INFORMATION CONTAINED IN THIS OFFER DOCUMENT IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF;
3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;
4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THIS OFFER DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING; AND
5. 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.

Offer Document |The Searle Company Limited

UNDERTAKING BY THE BOARD OF DIRECTORS

[Date]

WE, THE BOARD OF DIRECTORS OF THE SEARLE COMPANY LIMITED HEREBY CONFIRM THAT:

1. 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 THIS 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.

1. 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.

1. RIGHT ISSUE IS THE DISCRETION OF BOARD OF THE ISSUER AND IT NEITHER REQUIRE APPROVAL OF THE COMMISSION NOR THE SECURITIES EXCHANGE.
2. THE DRAFT OFFER DOCUMENT WAS PLACED ON THE WEBSITE OF THE SECURITIES EXCHANGE AND THE ISSUER ON [dd/mm/2023] (I.E. WITHIN 45 DAYS OF THE DATE OF ANNOUNCEMENT

BY THE BOARD.

1. COMMENTS FROM SECURITIES EXCHANGE AND THE SECP WERE RECEIVED ON [dd/mm/2023]

1. THE BOARD HAS ENSURED THAT DRAFT OFFER DOCUMENT IS UPDATED IN LIGHT OF THE

PUBLIC COMMENTS, SECURITIES EXCHANGE AND SECP COMMENTS.

1. 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 [dd/mm/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).

1. THE STATUTORY AUDITOR A.F. FERGUSON & CO. WILL MONITOR THE PROCEED UTILIZATION IF THE ISSUANCE PROCEEDS EXCEED RS.750 MILLION OR 50% OF THE PAID-UP CAPITAL OF THE LISTED COMPANY ISSUING RIGHT SHARES, WHICHEVER IS HIGHER.

Offer Document |The Searle Company Limited

DISCLAIMER:

1. In line with 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).

1. The Securities Exchange and the SECP disclaims:
2. 1. 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.
   2. 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.
   3. Any responsibility w.r.t quality of the issue.

1. 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.

Offer Document |The Searle Company Limited