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Arif Habib Limited M&A Activity 2023
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M&A Activity
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ARIF HABIB LIMITED
August 11, 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
Escorts Investment Bank Limited
Ground Floor, 26-Davis Road, Lahore
Subject: Public Announcement of Intention by RMS (Private) Limited to acquire up to 87.96% of the ordinary shares of Escorts Investment Bank Limited
Dear Sirs,
We, Arif Habib Limited, have been appointed as the Manager to the Offer by RMS (Private) 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 up to 87.96% shares of Escorts Investment Bank Limited (the “Target Company”) by RMS (Private) Limited.
The Public Announcement of Intention shall be published in one English and one Urdu language newspaper on August 16, 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
Nabeel Zafar
Associate, Investment Banking
Ammad Tahir
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-Alwan-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: Office No. F13-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. 16-18, 1st Floor, Khan Center, Abdali Road, Near SP Chowk, Multan. | Tel +92 61 4514413, +92 61 4514412
Karachi Office: Office No. 1001-1003, 10th Floor, Gul Tower, Seari Quarters, I.I. Chundrigar Road, Karachi. | Tel: +92 21 38280282-3, 38280233
Rahim Yar Khan Office: Office No. 2, Basement, Basheer Plaza, Opposite Town Hall, 12 A Model Town, Rahim Yar Khan. | Tel: +92 68 2011901-9
[email protected] | www.arifhabibltd.com | www.ahltrade.com
TREC Holder of the Pakistan Stock Exchange Ltd. | Branch Reg No. BOA-050 / 01
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
Public Announcement of Intention to acquire up to 87.96% shares (119,279,077 shares) or control of Escorts Investment Bank Limited
by
RMS (Private) Limited
under
Securities Act 2015
Admonishment: Please note that the public announcement of intention to acquire voting shares/ control of Escorts Investment Bank Limited is subject to obtaining the requisite regulatory approvals including clearance of fit and proper criteria from the Securities and Exchange Commission of Pakistan. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authorities.
Part-
Brief Description of the Intended Acquisition:
| Intended Acquisition through | Number of Shares | Percentage |
|---|---|---|
| Agreement(s) | 119,279,077 | 87.96% |
| Public Offer | 8,160,462 | 6.02% |
Part-B
Information about the acquirer
a) Name and Address of acquirer along with persons acting in concert, if any:
| Name | Address |
|---|---|
| RMS (Private) Limited (“RMS” or the “Acquirer”) | 39/A-1, Block-6, PECHS, 8th Floor, Jason Trade Centre (Lal Kothi), Shahrah-e-Faisal, Karachi, Sindh, Pakistan |
b) Name(s) of the ultimate acquirer or the ultimate controlling shareholder:
| S. No. | Name |
|---|---|
| 1 | Zeeshan Ali |
| 2 | Mazhar Ali |
| 3 | Rehman Ali Jatoi |
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
[email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
c) Name and address of Manager to the offer of the acquirer:
| Name | Address |
|---|---|
| Arif Habib Limited | 2/F, Arif Habib Centre, 23, M.T. Khan Road, Karachi |
| 74000, Pakistan |
d) Principal area of business of acquirer and relevant experience:
The company was incorporated as a private limited company on October 5th, 2007. The principal business of the company is to offer construction services. It is a traditional construction company which is registered with Pakistan Engineering Council in Category C-A. The registered office of the company is situated at 39/A-1, Block-6, PECHS, 8th Floor, Jason Trade Centre (Lal Kothi), Shahrah-e-Faisal, Karachi, Sindh, Pakistan.
Company provides services in following areas:
- Roads, Highway and bridges
- Dams
- General Building and maintenance
- Drinking water supply and sewerage
- Earthen and lined canals
- Solid investigation and stabilization
- Concrete rigid pavement
- HVAC and plumbing
- Electrical and BMS
- Fire safety and protection
- Surveillance system
- ICT solutions
- Nurse Call and Queue Management
e) In case the acquirer is a fund / company:
i. Names of the chief executive and directors of the Company:
| Designation | Name |
|---|---|
| Chief Executive Officer | Zeeshan Ali |
| Director | Mazhar Ali |
| Director | Rehman Ali Jatoi |
ii. Name of substantial shareholders of the Acquirer:
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
| Substantial shareholders of RMS | % of shareholding |
|---|---|
| Zeeshan Ali | 70.00% |
| Mazhar Ali | 20.00% |
| Rehman Ali Jatoi | 10.00% |
iii. Date of Incorporation: October 5, 2007
iv. Jurisdiction of the incorporation: Karachi, Sindh, Pakistan
v. Authorized and paid up Capital:
- Authorized Capital: PKR 100,000,000
- Paid-up Capital: PKR 5,000,000
f) Detail of companies where the intended Acquirer hold more than thirty percent voting shares:
| Name of the Company | Registration No. | Nature (Listed/unlisted /Private) | Nature of Business | Jurisdiction of incorporation | Description held control/more than thirty % shares or both |
|---|---|---|---|---|---|
| Non Applicable |
g) Information about ultimate beneficial owner of the intended Acquirer:
i. Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person:
| Name | CNIC | Nationality | Address |
|---|---|---|---|
| Zeeshan Ali | 42301-2068889-9 | Pakistani | House No. 40/A, Khayaban-e-Shujaat, Phase V, DHA, Karachi |
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
| Mazher Ali | 42301-6785222-5 | Pakistani | House No. 40/A, Khayaban-e-Shujaat Phase V, DHA, Karachi |
|---|---|---|---|
| Rehman Ali Jatoi | 42301-5970758-3 | Pakistani | House No. 88, Street no. 14, Sector F11/1, Islamabad |
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:
| Name of the Company | Registration No. | Nature (Listed/unlisted /Private) | Nature of Business | Jurisdiction of incorporation | Description held control/more than thirty % shares or both |
|---|---|---|---|---|---|
| Zeejay Trader (Pvt.) Limited | 0075645 | Private | Deals in trading of machinery and other goods | Pakistan | 50% shareholding by Zeeshan Ali |
| Zams Energy (Private) Limited | 0174643 | Private | Deals in Renewable Energy Products | Pakistan | 50% shareholding by Zeeshan Ali |
| Zaab Properties & Developers (Private) Limited | 0200057 | Private | Property Development | Pakistan | 65% shareholding by Zeeshan Ali |
| Bejo Technologies (Private) Limited | 0200562 | Private | Information Technology Company | Pakistan | 80% shareholding by Zeeshan Ali |
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
| Global Eclipse Trading (Private) Limited | 0116479 | Private | Marketing Company | Pakistan | 50% shareholding by Zeeshan Ali |
|---|---|---|---|---|---|
| The Meat Club (Private) Limited | 0217358 | Private | Processing and selling of meat and related food products | Pakistan | 70% shareholding by Zeeshan Ali |
| Innovative Solutions Trading (Private) Limited | 0215976 | Private | Procurement and supplies to law enforcement agencies | Pakistan | 70% shareholding by Zeeshan Ali |
| R.J.E.C (Private) Limited | 0217485 | Private | Civil Contractors | Pakistan | 75% shareholding by Rehman Ali Jatoi |
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:
Not Applicable
ii. Which is owned or controlled or directed by any person acting in concert with the acquirer:
Not Applicable
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 the concert with him holds an option to purchase or warrants or other convertible Securities:
Not Applicable
i) All conditions (including normal conditions related to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject:
The completion of proposed transaction shall be subject to, inter alia, receipt of all regulatory and corporate approvals, including but not limited to, approvals from the Securities and Exchange Commission of Pakistan, and the approval of the board and the general body of the Acquirer.
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
Part-C
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
Name of the target company: Escorts Investment Bank Limited (“Escorts” or the “Target”)
Directors:
| Name | Designation |
|---|---|
| Syed Tahir Nawazish | Chairman (Non-Executive Director) |
| Mr. Basit Rahman Malik | CEO (Executive Director) |
| Ms. Madiha Arooj | Director |
| Mr. Muhammad Rasheed Alam | Executive Director |
| Mr. Rashid Aziz | Independent Director |
Major Shareholders:
| Name | Shares | % of Paid-up Capital |
|---|---|---|
| Bahria Town (Pvt.) Ltd. | 119,279,077 | 87.96% |
b) Total number of issued shares of the company
- Number of shares: 135,600,000
c) Date of listing and offer price at the time of initial public offering:
- Date of Listing: Not available
- Offer price at the time of initial public offering: Not available
d) Opening price at the securities exchange at the time of listing: Not available
e) Share price quoted on the securities exchange one day before the public announcement of intention: PKR 5.19/share*
f) The weighted average share price as quoted on the securities exchange during twenty eight (28) days preceding the date of public announcement of intention: PKR 4.66/share**
*Share price at the close of market hours on August 10, 2023
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
[email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
RMS
RMS (Pvt) Ltd
CIVIL ENGINEERS & CONTRACTORS
SPECIALIST IN : DAMS, ROADS, BRIDGES, LINING, CANALS, BUILDING & PIPES MANUFACTURING
Volume Weighted Average Share Price of Escorts Investment Bank Limited for the period from July 13, 2023 to August 10, 2023 (Source: Bloomberg)
g) Financial position/performance of the company for the last five years:
| (in PKR millions) | FY18 | FY19 | FY20 | FY21 | FY22 |
|---|---|---|---|---|---|
| Total Revenue | 32 | 113 | 147 | 112 | 97 |
| Operating Profit/(Loss) before tax & Provisions | (119) | (49) | (37) | (61) | (73) |
| Profit/(Loss) Before Tax | (233) | (50) | (28) | (77) | (135) |
| Profit/(Loss) After Tax | (154) | (50) | (30) | (81) | (196) |
| Earnings/(Loss) Per Share (Diluted) | (1.14) | (0.37) | (0.22) | (0.60) | (1.45) |
| Dividend Per Share | - | - | - | - | - |
| Dividend Payout | - | - | - | - | - |
| Total Equity | 100 | 50 | 919 | 839 | 643 |
| Total Liabilities | 1,420 | 1,385 | 457 | 217 | 197 |
| - Current Liabilities | 651 | 652 | 344 | 151 | 136 |
| - Non-Current Liabilities | 769 | 733 | 113 | 66 | 61 |
| Total Assets | 1,520 | 1,435 | 1,376 | 1,056 | 840 |
| -Current Assets | 1,221 | 934 | 710 | 465 | 380 |
| - Non-Current Assets | 299 | 501 | 666 | 592 | 460 |
Yours Sincerely,
For and on Behalf of RMS (Private) Limited
HEAD OFFICE :
39/A 1, Block-6, PECHS,
8th Floor Jasson Trade Center,
(Lal Kothi), Sharah-e-Faisal, Karachi.
Ph: 02137455289
Email: [email protected]
BRANCH OFFICE :
House No. 88, Street 14,
Sector F11/1,
Islamabad,
Ph # 051-8737135
BRANCH OFFICE :
324, Military Road,
Sukkur.
Ph # 071-5630867
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