ARIF HABIB LIMITED

December 19, 2023

Executive Director
Public Offering & Regulated Persons Department
Securities Market Division
Securities and Exchange Commission of Pakistan
NIC Building, Jinnah Avenue
Islamabad

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Karachi

The Chief Executive
Hascol Petroleum Limited
Officer # 29, 29th floor Sky Towers - West Wing (A),
Dolmen City, Abdul Sattar Edhi Avenue,
Block 4, Clifton
Karachi

Subject: Public Announcement of Intention by Millat Global Holdings Limited to acquire at least 76% shareholding in the Target Company through subscription of new shares

Dear Sirs,

We, Arif Habib Limited, have been appointed as the Manager to the Offer by Millat Global Holdings Limited (hereinafter referred to as the “Acquirer”), in accordance with the provision of the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

On behalf of the Acquirer, we are pleased to submit Public Announcement of Intention to acquire at least 76% shareholding in Hascol Petroleum Limited (the “Target Company”) by Millat Global Holdings Limited.

The Public Announcement of Intention shall be published in one English and one Urdu language newspaper on December 20, 2023.

Please find enclosed a copy of the Public Announcement of Intention. You may contact the undersigned for any additional information or clarification.

For and on behalf of Arif Habib Limited (Manager to the Offer)

Yours faithfully

Raheel Ahmed
Analyst, Investment Banking

Farhan Abbas Rizvi
Director, Investment Banking

Head Office / Corporate Office: Arif Habib Centre, 23 M.T. Khan Road, Karachi | UAN: +92 21 111 245 111 | Fax: +92 21 3242 9653
Lahore Office: Office No. G-5 & G-6, Ground Floor, LSE Plaza, 19, Khayaban-e-Aiwan-e-Iqbal, Lahore, | Tel: +92 42 3631 3700 - 11, 3631 3741 - 44
Islamabad Office: Office No. 506, 5th Floor, ISE Towers, Jinnah Avenue, Islamabad | Tel: +92 51 289 4505 - 06
Peshawar Office: F16-F17, 1st Floor, The Mall Tower, Peshawar Cantt | Tel: +92 91 5253913
Faisalabad Office: Office No. 04, 3rd Floor, Legacy Tower, Kohinoor City, Faisalabad. | Tel +92 41 8531010-3
Multan Office: Office No. 05, 3rd Floor, The United Mall, Plot No. 74, Abdali Road, Multan. | Tel: +92 61 4514412
[email protected] | www.arifhabibitd.com | www.ahitrade.com
TREC Holder of the Pakistan Stock Exchange Ltd. | Branch Reg No. BOA-050 / 01

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.

Part-B

1) Information about the acquirer

(a) Name(s) and address(es) of acquirer along with persons acting in concert, if any.

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

(c) 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

(d) 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.

(e) In case the acquirer is a fund/ company(s):

(i) Names of the chief executive and directors of the company(s);

(ii) Names of substantial shareholders of the company.

(iii) Date of incorporation: May 24, 2023

(iv) Jurisdiction of incorporation:

Dubai International Financial Centre, Dubai, United Arab Emirates

(v) Authorized and paid up capital:

US$100 comprising of 100 shares of US$1.00 each.

(f) Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares:

(g) Information about ultimate beneficial owner of the intended acquirer(s):-

(i) Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person.

(ii) 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

(h) details of any existing holding of voting rights in the target company;

(i) which the acquirer owns or over which it has control or direction;

Nil

(ii) which is owned or controlled or directed by any person acting in concert with the of acquirer;

Nil

(iii) 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

(i) 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

2) Information about the target company

(a) Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.

(b) 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.

(c) 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

(d) Opening price at securities exchange at time of listing

The opening price was PKR 56.50 per share

(e) share price quoted on the securities exchange one day before the public announcement of intention: PKR 8.87 per share *

(f) 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

(g) financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts.

Source: Consolidated financial statements of Hascol Petroleum Limited

Yours Sincerely,

For and on Behalf of Millat Global Holdings Limited

Hamza Farooqui

CEO