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Arif Habib Limited M&A Activity 2026

Apr 24, 2026

71478_rns_2026-04-24_cae5b707-86bb-43ca-a5dd-475bb75e3b4c.pdf

M&A Activity

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April 24, 2026

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

Subject: Submission of Proposed Offer Letter with respect to the Public Announcement of Public Offer to acquire up to 13,245,191 ordinary shares of TPL Insurance limited under the Securities Act 2015 and the listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017

Dear Sir,

This is with reference to the Public Announcement of Offer to acquire up to 13,245,191 ordinary shares of TPL Insurance Limited (the "Target Company") made by Arif Habib Limited (Manager to the Offer) on behalf of Jazz International Holding Limited (the "Acquirer") pursuant to the provisions of Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations 2017 (the "Regulations") as published in Business Recorder (English) and Nawa-i-Waqt (Urdu) newspapers on April 22, 2026.

In connection with "the a'bove, we, on behalf of the Acquirer, are pleased to submit a copy of the proposed Offer Letter along with necessary enclosures that will be sent to all shareholders of the Target Company.

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

Saif UI Haq Farhan Rizvi

CCto: General Manager The Chief Executive Pakistan Stock Exchange limited TPL Insurance limited Karachi

Associate, Investment Banking Managing Director, Investment Banking

Stock Exchange Building, 20th Floor, Sky Tower-East Wing, Dolmen City, HC-3, Block 4, Abdul Sattar Edhi Avenue, Clifton, Karachi

Head Office / Corporate Office: Arif Habib Centre, 23 M.T. Khan Road, Kara chi I UAN: +92 21111 245 111 I Fax: +92 213242 9653 l ahore Office: Offi ce No. G-5 & G-6, Ground Floor, lSE Pla za , 19, Khayaban-e-Aiwan-e-Iqbal, Lahore, I Tel: +92 42 3631 3700 - 11, 36313741 - 44 Islamabad Office: Office No. 506, 5th Floor, ISE Towers, Jin nah Avenu e, Islamabad I Tel: +92 51289 4505 - 06 Peshaw ar Office: F16-F17, 1st Floor, The Mall Tower, Peshawar Cantt I Tel: +92 91 5253913 Faisalabad Office: Offi ce No. 04, 3rd Floor, Legacy Tower, Kohi noor City, Faisalabad. I Tel +92 41 8531010-3 Multan Office: Office No. OS, 3rd Floor, The United M all, Plot No. 74, Abdali Road, Multan . I Tel : +92 614514412 csonline@a rifhabibltd.com I www.arifhabi bltd.com I www.ahltrade.com TREC Holder of the Pakist an St ock Exchange Lt d. I Branch Reg No. BOA-OSO / 01 --------

OFFER LETTER

Date: Friday, April 24th , 2026

To, [Name of the Eligible Shareholder] [Address of the Eligible Shareholder]

Subject: Purchase of Shares of TPL Insurance Limited ("the Target Company" or "TPLI")

Dear Sir / Madam,

    1. In pursuance ofthe Public Announcement ofOffer("PAO")made by Jazz International Holding Limited (herein referred to asthe "Acquirer" or "JIHL") and published in Business Recorder (English) and Nawa-e-Waqt (Urdu) on April 22, 2026, this is to inform you that the Acquirer intends to acquire 13,245,191 voting ordinary shares (comprising 6.67% of the paid-up capital) of TPLI ("Public Offer"). Therefore, we are making an offer to you for the acquisition of your [number of shares] ordinary shares of TPLI on the terms and subject to the conditions enclosed herewith.
    1. In pursuance of our obligations under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, you are hereby, being made an offer to sell your [number of shares] share(s) of TPL Insurance Limited at PKR 30.00/- per share (the "Offer Price") to Jazz International Holding Limited on the terms and conditions attached herewith (the "Offer"). The public announcement of public offer containing detailed information can be viewed at the website of Manager to the Offer i.e.https://www.arifhabibltd.com/downloads
    1. The Offer is valid until Monday, June 15, 2026 ("Closing Date"). You may accept the Offer between Tuesday, June 09, 2026, to Monday, June 15, 2026 ("Acceptance Period").
    1. In case your shares are held in electronic form, you may accept the offer by transferring your shares to the CDC account of the Manager to the Offer ("Arif Habib Limited" or "MTO") during the Acceptance Period as per the following details and submit the CDC transfer slip along with duly filled and signed Acceptance Letter and required documents to the Manager to the Offer, whose contact details are provided below, latest by 5:00 pm on the last day of the Acceptance Period:
CDC Account Title: Manager to the Offer – JAZZ INTERNATIONAL HOLDING LIMITED
CDC Participant ID: 06452
CDC Account No: 326950
UIN: JIHL11376UAE
Transaction Reason Code:
For Intra Account: A021

For Inter Account: P015

In case of physicalshares, you may accept the offer by delivering the duly filled and signed Acceptance Letter (enclosed) along with physical share certificates, duly verified transfer deed(s) (format of the transfer deed is attached hereto as Annexure A below) and other required documents by courier or by hand to the Manger to the Offer, whose contact details are provided below, ensuring that they are delivered to the office of Manager to the Offer latest by 5:00 pm on the last day of the Acceptance Period.

  1. All payments via direct bank transfer to the shareholder's designated bank account against shares accepted by the Acquirer will be made within a period of not more than 10 daysfrom date of closure of the Acceptance Period. For making payments against the accepted shares, initially electronic transfer will be processed for each shareholder on the IBAN provided in the Acceptance Letter. In case electronic transfer could not be processed due to any reason, pay order in the name of the shareholder will be issued and dispatched to the address provided in the Acceptance Letter.

  2. In case of any query regarding the public announcement of offer, you may contact the Acquirer or the Manager to the Offer at the following addresses:

Manager to the Offer:

Arif Habib Limited 23, Arif Habib Center, M.T. Khan Road, Karachi, Pakistan Contact: +92 21 111 245 111

The Acquirer and its Directors accept all responsibility for the information contained in this Offer Letter.

For and behalf of Jazz International Holding Limited ("Acquirer")

Name: Designation: Jazz International Holding Limited Date:

Enclosed:

  • 1) Public Offer Terms and Conditions and Procedures
  • 2) Draft of Acceptance Letter
  • 3) Annexure 1 to Acceptance Letter Draft of Transfer Deed
  • 4) Annexure 2 to Acceptance Letter Share Splitting Authorization Letter
  • 5) Annexure 3 to Acceptance Letter Authority to pick-up excess shares
Procedure for
accepting the
Public Offer
following: 1. In order to accept the Public Offer, the shareholders are required to send the Acceptance
Letter (attached to this Offer Letter), duly completed and signed, along with the required
documents (as set out below) by or before 5:00 PM on the Closing Date as per the
For CDC Shareholders:
Available
Modes
Online Submission: CDC shareholders can submit their Acceptance Letter
and required documentsto the following email [email protected] during
the Acceptance Period.
In-Person Submission
or
Courier:
Acceptance
Letter
and required
nd Floor,
documents can also be couriered, or hand delivered to 2
Arif Habib
Center, 23 M.T. Khan Road, Karachi, ensuring that they are delivered to the
office of Manager to the Offer latest by 5:00 pm on the Closing Date.
MTO
Account
Details
CDC Account Title: Manager to the Offer – Jazz International Holding Limited
CDC Participant ID: 06452
CDC Account No: 326950
UIN: JIHL11376UAE
Transaction Reason Codes:
For Intra Account: A021
For Inter Account: P015
Procedure Shares Transfer from CDC Participant Account: Investors maintaining CDC
sub-accounts
with
participants/brokers
shall
request
the
concerned
participant/broker to transfer shares to the MTO's account (details above)
during the Acceptance Period. The participant should clearly mention the
name of the account holder in the remarks column of the CDC shares
transfer transaction.
Share Transfer from CDC Investor Account: Investor maintaining CDC
Investor account shall deposit shares transfer slip(s) to CDC Investor Account
Services requesting them to transfer the shares to the MTO account (details
above) during the Acceptance Period.
For Shareholders holding Physical Shares:
Available
Mode

In-Person Submission or Courier:
Acceptance Letter and requisite
documents must be couriered, or hand delivered to 2nd Floor, 23, Arif
Habib Center, M.T. Khan Road, Karachi, ensuring that they are delivered
to the office of MTO latest by 5:00 pm on the Closing Date.
Procedure
Shareholders with physical share certificate(s) are requested to submit
the Acceptance Letter along with original physical share certificate(s)
and duly verified transfer deed(s) to the office of the MTO during the
Acceptance Period.

In the case of courier, the shareholders must ensure that it reaches the
Documentation Required for Acceptance of Public Offer along with the Acceptance
letter:
a)
For Individual Applicants
1.
An attested copy of Computerized National Identity Card
2.
Original Share Certificate and signed and verified Transfer Deeds (for physical shares
only) (attached as Annexure-A)
3.
Share splitting authorization letter (for physical shares only) (attached as Annexure
B)
4.
Authority Letter to collect excess shares through a representative (for physical shares
only) (attached as Annexure-C) (if a separate person is to be given authority)
5.
Copy of CDC transfer slips (for CDC Shares only)
b)
For Corporate Applicants
1.
Certified Memorandum and Articles of Association
2.
A certified copy of the Certificate of Incorporation
3.
Certified copies of Computerized National Identity Card(s) of the authorized
signatories
4.
Certified copy of the Board Resolution authorizing persons to sell the shares with
specimen signature of such authorized persons
5.
Original Share Certificates and signed and verified Transfer Deeds (for physical shares
only) (attached as Annexure-A)
6.
Share splitting authorization letter (for physical shares only) (attached as Annexure
B).
7.
Authority Letter to collect excess shares through a representative (for physical shares
only) (attached as Annexure-C) (if a separate person is to be given authority)
8.
Copy of CDC Transfer Slips (for CDC shares only)
9.
Copy of NTN Certificate
Please ensure that the Acceptance Letter is duly filled and signed.
2. In the event that the Acceptance Letter and the requisite information are delivered within
the stipulated time, the Manager to the Offer will issue confirmation of the receipt of
documents (Provisional Receipt).
3. Completed Letters of Acceptance once submitted cannot be revoked by shareholders
selling in the Public Offer.
4. Copies of the Acceptance Letter shall also be available at the registered office of Arif Habib
Limited (2nd Floor, 23, Arif Habib Center, M.T. Khan Road, Karachi, Pakistan) and on its
Eligibility website i.e. https://www.arifhabibltd.com/downloads

The Public Offer is valid for all shareholders whether they are holding physical shares in
the form ofshare certificate or book-entry securities in the Central Depository System of
the Central Depository Company of Pakistan Limited ("CDC").
This must be noted that only those shareholders whose names appear on the

shareholding list generated at the close of business on Thursday May 28, 2026 will be
eligible to tender their shares and in the same quantity they held on that date.
If an eligible shareholder does not receive the Offer Letter due to logistical reasons, they

may contact the Manager to the Offer to confirm eligibility. They can also download the
Acceptance Letter from the MTO's website and submit it during the Acceptance Period
following the procedures provided.
Key
Considerations
Shares successfully tendered in the manner described above will be acquired by the
Acquirer free from all liens, charges and encumbrances and with all rights attaching to
and / or deriving from them, including the right to receive all dividends, any other
distributions declared, made or paid and / or any entitlement to subscribe for or receive
any securitiesresolved by the Target Company to be issued to the members of the Target
Company pro rata to their holdings of shares or otherwise.
The Public Offer and the obligation of the Acquirer to accept the shares and payment of

the Offer Price are subject to the conditions stipulated in the PAO.
For physicalshares, excessshares will need to be collected in person (or by an authorized

nd Floor, 23, Arif Habib Center,
representative) from the Manager to the Offer's office 2
M.T. Khan Road, Karachi, Pakistan during 9 am to 5 pm. If shareholders want the shares
to be couriered, at their risk, they need to mark as such on the Acceptance Letter.

The Public Offer and the obligation of the Acquirers to accept the shareholders' tender
of their shares and payment of the offer price is subject to the following conditions:
(a)
The Securities and Exchange Commission of Pakistan or any other regulatory body
having no objections to any of the provisions of the Public Offer;
(b) The Letter of Acceptance being duly completed and signed along with the required
documents and submitted to the Manager to the Offer on or before the Closing Date;
(c)
The tendered shares being verified by the Company; and
(d) The Acquirers not withdrawing the Public Offer in accordance with the provisions of
the Takeover Regulations.
Four (4) months after the closure of the Public Offer, excess shares which have not been

collected or couriered will be delivered to the Company Secretary of TPLI.
No interest, mark-up surcharge or other increment for any cause or reason shall be

payable on the payment for the shares purchased by the Acquirer from any shareholder.
Acceptance received after working hours on the Closing Date shall not be entertained, and

the Acceptance Period shall not be extended.
The Public Offer shall be governed by the provisions of Part IX of the Securities Act, 2015

and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers)
Regulations, 2017. Shareholders should not construe the content of this Offer Letter as
legal, tax or financial advice and should consult with their own advisors as to the matters
described in this Offer Letter.
All stamp duty and other charges payable in connection with the registration of the

transfer of the shares tendered in acceptance of the Public Offer shall be borne and paid
for by the Acquirers.

Acceptance Letter furnished by the shareholder(s) without the requisite documents may
be rejected by the Manager to the Offer as being incomplete and invalid.
The above form of Offer Letter is based on the format of Offer Letter provided in

Schedule-I of the Takeover Regulations. Suitable and necessary additional information
has been inserted for the facilitation and convenience of the shareholders regarding the
background of Public Offer and the procedure for acceptance.

FIRM FINANCIAL ARRANGEMENTS

The Acquirer has made adequate financial arrangements for fulfillment of its obligations under the Public Offer to the satisfaction of the Manager to the Offer. This includes creation of security by the Acquirer in the form of a Bank Guarantee amounting to PKR 397,355,730/-. If the Acquirer fails to pay in response to the Public Offer as required under the Act and the Regulations, the Manager to the Offer can realize the security to meet the payment obligations of the Acquirer under the Public Offer.

ENQUIRIES

All queries and correspondence relating to the Offershould be addressed to the Manager to the Offer atthe following address:

The Manager to the Offer Arif Habib Limited 2 nd floor, Arif Habib Centre, 23 M.T. Khan Road, Karachi, Pakistan

ACCEPTANCE LETTER

The Manger to the Offer Arif Habib Limited 2 nd Floor Arif Habib Centre, 23, M.T Khan Road, Karachi, Pakistan.

Subject: Irrevocable Acceptance of Offer to Purchase Shares of Jazz International Holding Limited ("JIHL" or the "Company")

Dear Sir / Madam,

I / We, the undersigned, refer to the letter dated June 05, 2026 ("Offer Letter") received from Arif Habib Limited ("Manager to the Offer" or "MTO") on behalf of Jazz International Holding Limited (the "Acquirer") pursuant to the Public Announcement of Offer made by the Acquirer to purchase 13,245,191 shares of TPL Insurance Limited ("TPLI") (representing 6.67% of the total issued and paid up share capital of TPLI) at PKR 30.00/- per share (the "Offer Price").

I / We, the undersigned, do hereby communicate my/our Irrevocable acceptance of the offer made by the Acquirer with respect to the sale of the shares of TPLI tendered below ("Tendered Shares") to the Acquirer at Offer Price on the terms and conditions set out in the Offer Letter, the Securities Act, 2015 ("Act"), and the Listed Companies (Substantial Acquisitions and Takeovers) Regulations, 2017 ("Regulations").

Details of my/ourshareholding in TPLI is/are as under:

1.Details of Shareholder 1.1. Joint Registered Holders (if any)
Name:
1. Name:
(as shown on the share certificate / CDC account title)
(as shown on the share certificate / CDC account title)
Address:
Note: Payment for the shares acquired shall be dispatched to this address, where required. 2. Name:
Contact No:
Email: (as shown on the share certificate / CDC account title)
CNIC No.
UIN (for corporates):
2. Bank Account Details:
Account Title: Bank Name:
___________ ___________
IBAN:
3. Details of Shares
a)
No. of shares to be tendered
b)
Form of shares (Please tick and fill the appropriate boxes)
Physical Shares
Folio No.
Certificate No.
×
۰.
٧
×
I

CDC Participant ID – Sub Account No.

Investor Account No.

4. Signatures
1.
2.
3.
In case of individuals: Signature of shareholder(s) and any joint account holder(s)
In case of corporates: Signature of Director/ Secretary / Authorized signatory(s) along with company stamp
5.Required Documents to be attached with Acceptance Letter
For Individual Applicants:
1.
An attested copy of Computerized National Identity Card ("CNIC")
2.
Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)
3.
Originalshare certificates and verified transfer deeds (for physicalshareholders only)
4.
Authority Letter to collect excess shares through a representative (for physical shares only) (attached as
Annexure-C) (if a separate person is to be given authority)
5.
Duly completed and signed authorization to split share(s) certificate letter as per the attached format
(for physical shareholders only)
For Corporate Applicants:
1.
Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)
2.
Memorandum and Articles of Association
3.
Certified copy of certificate of incorporation (and for public companies, certificate of commencement of
business)
4.
Certified copies of CNICs ofsignatories
5.
Certified copy of board resolution authorizing persons to sell the shares with specimen signatures of
such authorized persons
6.
Originalshare certificates and verified transfer deeds (for physicalshareholders only)
7.
Authority Letter to collect excess shares through a representative (for physical shares only) (attached as
Annexure-C) (if a separate person is to be given authority)
8.
Duly completed and signed authorization to split share(s) certificate letter as per the attached format
(for physical shareholders only)
9.
Copy of NTN Certificate
I/We confirm understand and acknowledge that if this Acceptance Letter is furnished without the requisite documents, the
same may be rejected by the Manager to the Offer as being incomplete and invalid.
I/We confirm that the Manager to the Offer (on behalf of the Acquirers) shall process payment to us via direct bank
transfer to the designated bank account (IBAN) mentioned in the Letter of Acceptance.

ANNEXURE A

TRANSFER DEED

Folio No. ____ Application No. ____ Certificate/s No.____
Form of Transfer of Shares
(First Schedule to the Companies Act, 2017)
The Company Secretary
TPL Insurance Limited
Karachi
I/We _________ s/d/w/o __________
r/o
__________ (hereinafter called "the transferor") in consideration of the sum of
rupees__________ paid to me / us by
_________s/d/w/o________r/o__
____hereinafter
called the transferee(s), do hereby transfer to the said
transferee(s)_____________ the ____ share (or
shares)
with
distinctive
numbers
from ________ to _________ inclusive,
in
the
_______, to hold unto the said transferee(s), his / her / their executor(s), administrator(s) and assigns, subject to the several
conditions on which I / we held the same at the time of execution hereof, and I / we the said transferee(s), do hereby agree to take the said share (or shares)
subject to the conditions aforesaid.
As witness our hands this ___ day of __________
Signature ___________ Signature______
Transferor (seller) Transferee (buyer)
Full Name __________ Full Name___________
CNIC no. ___________ CNIC no.______
Enclosed: Photocopy of CNIC Enclosed: Photocopy of CNIC
(in case of foreigner, Passport #) _________ (in case of foreigner, Passport #) ____
Nationality _________ Nationality__________
Occupation ________ Occupation__________
Residential Address ________ Residential Address_________
____________ _______
Cell No ____________ Cell No_______
Landline___________ Landline______
Email Address-______ Email Address________
Witness 1
Signature ___ Dated ______
Witness 2
Signature ___ Dated ________
Name:____________ Name: _______
CNIC:_______
Enclosed: Photocopy of CNIC
CNIC: ________
Enclosed: Photocopy of CNIC

Bank Account Details of Transferee for Payment of Cash Dividend (Mandatory in case of a listed company or optional for any other company) It is requested that all my cash dividend amounts declared by the company, may be credited into the following bank account:

Transferee Details
International Bank Account Number (IBAN) - Mandatory PK
Bank's Name
Branch Name and Address

It is stated that the above-mentioned information is correct and that I will intimate the changes in the above-mentioned information to the Company and the concerned Share Registrar as soon as these occur.

______________________ Signature of Transferee(s)

ANNEXURE B

Share Splitting Authorization Letter

**Only to be filled by shareholders submitting physical shares**

Date: _________________

The Manager to the Offer Arif Habib Limited 2 nd floor, Arif Habib Centre 23, M.T. Khan Road, Karachi, Pakistan

Subject: Public Offer for the Purchase of Shares of TPL Insurance Limited - Authorization to Split Share Certificate(s)

Dear Sir,

Pursuant to my irrevocable acceptance submitted to Arif Habib Limited (as the Manager to the Offer) with respect to the Public Announcement of Public Offer made by Jazz International Holding Limited (hereinafter referred to as the "Acquirer") to purchase 13,245,191 ordinary shares of TPL Insurance Limited ("TPLI") (the "Public Offer"), please find enclosed herewith ____________________ share certificates of TPLI in physical form. If the Public Offer is oversubscribed, I/we authorize you to split the share certificates pro-rata into such denominations as may be determined by the Manager to the Offer.

Name (s): _____________________

Signature(s): ___________________

Folio #: _______________________

Enclosed: Original Share Certificate(s) Signed and Verified Share Transfer Deed(s)

ANNEXURE C

Authority Letter to collect excess physical shares

**Only to be filled by shareholders submitting physical shares**

Date: ____________________

The Manager to the Offer Arif Habib Limited 2 nd floor, Arif Habib Centre 23, M.T. Khan Road, Karachi, Pakistan

Subject: Public Offer for the Purchase of Shares of TPL Insurance Limited - Authorization to collect excess physical shares

Dear Sir,

This is with reference to the ___________________ physical share certificates representing _____________ ordinary shares of TPL Insurance Limited ("TPLI") submitted by me / us to Arif Habib Limited (as the Manager to the Offer) pursuant to the Public Announcement of Public Offer made by Jazz International Holding Limited (hereinafter referred to as the "Acquirer") to purchase 13,245,191 ordinary shares of TPLI (the "Public Offer").

I, ________,
holding
CNIC
No.
____,
OR
_______, duly incorporated under the laws of Pakistan and having its registered
office
at
__________ hereby
authorize
______, holding CNIC No. _________, to pick up/ collect on
nd floor, Arif Habib Centre, 23, M.T.
my / our behalf, from Arif Habib Limited, 2
Khan Road, Karachi, Pakistan, any left
over physical shares / share certificates of TPLI that were not purchased by the Acquirers under the Public Offer and

continue to be owned by me / us.

Name (s): _____________________

Signature(s): ___________________

Enclosed: Copy of CNIC of shareholder Copy of Board Resolution / Power of Attorney in favor of authorized representative (for corporate shareholders) Copy of CNIC of authorized representative

Arif Habib Limited

Provisional Receipt Public Offer to Acquire Shares and Control of TPL Insurance Limited June 09th , 2026, to June 15th, 2026

Receipt No: Date of Receipt:
Provisional acknowledgement of receipt of Acceptance Letter and supporting documents from
, holding CNIC No.
Type of Shares Tendered:
CDC Shares
Physical Shares
Quantity of Shares: Signature and Stamp of Manager to the Public Offer

Disclaimer: Please note that the issuance of this Provisional Receipt does not mean that your shares have been accepted. It is just an acknowledgement of receipt of the documents and acceptance will remain subject to the conditions mentioned in the Offer Letter.