Professional Documents
Culture Documents
THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS,
ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 5.6, BEFORE MAKING ANY INVESTMENT DECISION.
PLEASE NOTE THAT AS PER REGULATION 4(X) OF THE BOOK BUILDING REGULATIONS, 2015, A SUPPLEMENT TO THE PROSPECTUS
SHALL BE PUBLISHED WITHIN FIVE DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION
RELATING TO THE FLOOR PRICE, STRIKE PRICE, THE OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL PORTION OF THE
ISSUE, UNDERWRITING COMMISSION, CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG WITH NUMBER OF SHARES
PROVISIONALLY ALLOCATED TO THEM AND SUCH OTHER INFORMATION AS MAY BE REQUIRED BY THE COMMISSION.
SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS MONEY MAY BE
FOREFIETED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.
ADVICE FOR ELIGIBLE INVESTORS
UNDER REGULATION 10(i)(v) OF THE BOOK BUILDING REGULATIONSA SINGLE ELIGIBLE INVESTOR SHALL NOT SUBMIT MORE THAN
ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN ELIGIBLE INVESTOR SUBMITS MORE THAN ONE
BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.
SUBMISSION OF CONSOLIDATED BIDS ARE PROHIBITED UNDER REGULATION 10 OF THE BOOK BUILDING REGULATIONS 2015.
VIOLATION OF WHICH MAY ATTRACT PENALTY UP TO RUPEES 10 MILLION UNDER REGULATION 27 THEREOF. A BID
APPLICATION WHICH IS BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED
THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID.
BANKERS TO ISSUE
Bank Al Habib Limited
Bank of Punjab
Habib Metropolitan Bank Meezan Bank Limited
Summit Bank Limited*
Bank Alfalah Limited
Habib Bank Limited
MCB Bank Limited
Samba Bank Limited
United Bank Limited*
*In order to facilitate investors, United Bank Limited & Summit Bank Limited are providing the facility of electronic submission of
application (eIPO) to its account holders. United Bank Limited account holders can use United Bank Limited Net Banking to submit their
application via link http://www.ubldirect.com/corporate/ebank and Summit Bank Limited account holders can use Summit Bank Limited
Net Banking to submit their application via link https://ib.summitbank.com.pk .Further, please note that online applications can be
submitted 24 hours a day during the subscription period which will close at midnight on January 27, 2016.
Note: This Supplement shall be published within 5 working days of the close of Bidding
Period in at least all those newspapers in which the Prospectus of Hi-Tech Lubricants
Limited is published.
SUPPLEMENT TO THE PROSPECTUS
This Supplement is being published pursuant to regulation 4(x) of the Book Building Regulations, 2015.
The Prospectus of Hi-Tech Lubricants Limited earlier published on December 28, 2015.
Names of
Underwriter
S.no.
No. of shares
Underwritten
(i)
(ii)
(iii)
Amount
(PKR)
TOTAL
Date of
Underwriting
Agreement
Date of
Due
Diligence
Report
4
5
Category
Commercial Banks
Individual Investors
Institutional Investors
- Investment Banks
- Mutual Funds
- Provident/Pension Funds
- Modarabas
- Leasing Companies
- DFIs
- Others
TREC Holders
Foreign Investors
TOTAL
Page 2 of 93
GLOSSARY
AHL
API
API SN
ATF
B2B
Business to business
B2C
Business to Consumer
BR
Book Runner
CAGR
CDCPL
CDS
CGT
CNIC
COI
Certificate of Investment
COLLECTION BANK
CRO
CVT
DPF
EBITDA
EDAS
EPS
EXCHANGES
FMCGs
FPI
FTR
GDP
GOP
Government of Pakistan
HDPE
ILSAC GF-5
IPO
ISSUER/
COMPANY/HTLL
ITO
KL
Kilo Liters
KPIs
Page 3 of 93
KSE
KST
LC
Letter of Credit
LM
Lead Manager
LSE
MN
Million
MT
Metric Tons
NICOP
NLGI
NTR
ODI
OEM
ORDINANCE
PCMO
PFBA
PKR
PLC
PST
QMS
ROA
Return on Assets
ROE
Return on Equity
SAE
SCRA
SECP / Commission
SHT
SKUs
SST
TREC
USD
VHVI TECH
WHT
Withholding Tax
YUBASE
Page 4 of 93
DEFINITIONS
Act
Application Money
In case of bidding for shares out of the Book Building portion, the
total amount of money payable by a successful Bidder which is
equivalent to the product of the Strike Price and the number of shares
to be allotted.
AND
In case of application for subscription of shares out of the general
public portion, the amount of money paid along with application for
subscription of shares which is equivalent to the product of the Issue
Price per share and the number of shares applied for.
Bid
Bid Amount
The total amount of the Bid which is equivalent to the product of the
Bid Price and the number of shares bid for.
Bid Price
Bid Revision
The Eligible Investors can revise their bids upward and downward
but not below the Floor Price. The bids can be revised with a price
variation of not more than 20% from the prevailing indicative Strike
Price in compliance with Regulation 10(1)(iii) of the Book Building
Regulations, 2015
Bidder
An Eligible Investors who make bids for shares in the Book Building
process
Bidding Form
The form prepared by the Issuer for the purpose of making bids in
accordance with the format specified by the Commission and in line
with the Regulation 20(1)(ix) of the Regulations.
Bidding Period
The period during which bids for subscription of shares are received
from Eligible Investors. The Bidding Period shall be of two days,
from January 06, 2016 to January 07, 2016 (both days inclusive
(daily from 9:00 a.m. to 5:00 p.m.).
Book Building
Page 5 of 93
The part of the total Issue allocated for subscription through the
Book Building
Book Runner
Commission
Company / Issuer
Designated Institution
e-IPO facility
Eligible Investor
Floor Price
The minimum price set by the Issuer for the issuance of shares which
is PKR 37.00/- per share. A bid placed below the Floor Price will not
be entertained by the book runner.
General Public
Institutional Investors
Page 6 of 93
Issue Price
The price at which Ordinary Shares of the Company are issued to the
General Public. The Issue Price is at or below the Strike Price.
Key Employees
Limit Bid
Limit Price
Margin Money
The partial or total amount, as the case may be, paid by a Bidder at
the time of registering the Eligible Investor. The Book Runner shall
collect full amount of the bid money as Margin Money in respect of
bids placed by the individual investors and not less than twenty five
percent (25%) of the bid money as Margin Money in respect of bids
placed by the institutional investors.
Ordinary Shares
Prospectus
Page 7 of 93
Registration Form
Regulations
Related Employees
Such employees of the Issuer, the Book Runner who are directly
involved in the Issue. Please refer to paragraph 2.24 for further
details
Step Bid
Strike Price
System
Interpretation:
ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A
CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY
INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE
GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED
TERM PROVIDED HEREIN.
Page 8 of 93
TABLE OF CONTENTS
Sr. Content
Page no.
10
11
12
13
Page 9 of 93
PART 1
1
The publication of this document does not represent solicitation by KSE and LSE.
The contents of this document do not constitute an invitation to invest in shares or subscribe for any
securities or other financial instrument by KSE and LSE, nor should it or any part of it form the basis
of, or be relied upon in any connection with any contract or commitment whatsoever of KSE and LSE
It is clarified that information in this prospectus should not be construed as advice on any particular
matter by KSE and LSE and must not be treated as a substitute for specific advice.
KSE and LSE, disclaims any liability whatsoever for any loss however arising from or in reliance upon
this document to any one, arising from any reason, including, but not limited to, inaccuracies,
incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.
KSE and LSE, neither takes responsibility for the correctness of contents of this document nor the
ability of the company to fulfill its obligations there under.
Page 10 of 93
Advice from a suitably qualified professional should always be sought by investors in relation to any
particular investment.
Page 11 of 93
1.4. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
ISSUERS
We, being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility
for the disclosures made in the Prospectus. We hereby certify that the Prospectus contains all necessary
information with regards to the Issuer and the Issue, and constitutes full, true and plain disclosure of all
material facts relating to the shares being issued through this Prospectus and that nothing has been concealed.
The information contained in this prospectus is true and correct to the best of our knowledge and the opinions
and intentions expressed herein are honestly held.
The information provided and disclosures made in this Prospectus contain no misleading material.
-sd_________________________
Hassan Tahir
Chief Executive Officer
-sd_______________________
Muhammad Imran
Chief Financial Officer& Company
Secretary
Page 12 of 93
PART 2
Limit Bid: Limit Bid is placed at a Limit Price, which is the maximum price investor Bidder is willing to pay
for a specified number of shares.
In such a case, a Bidder explicitly states a price at which he/she/it is willing to subscribe to a specific number
of shares. For instance, a Bidder may bid for 5.0 million shares at PKR 48.00/- per share, then the total
Application Money would amount to PKR 240,000,000/-.The Bid Amount will be PKR 240,000,000/-. Since
the Bidder has placed a Limit Bid of PKR 48.00/- per share, this indicates that he/she/it is willing to subscribe
the shares at a price upto PKR 48.00 /- per share.
Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid shall not be less than
PKR 1,000,000/- and the amount of any individual step shall also not be less than PKR 1,000,000/-.
Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The
Bidders may, for instance, make a Bid for 2.0 million shares at PKR 46.00/- per share, 1.5million shares at
PKR 47.00/- per share and 1.0 million shares at PKR 48.00/- per share, then in essence the investor has placed
one Step Bid comprising three Limit Bids at increasing prices. The Bid Amount will be PKR 210,500,000/-
Page 13 of 93
. In case of Individual Investor, the Margin Money will be 100% i.e. PKR 210,500,000/- whereas in case of
Institutional Investor the Margin Money shall be 25% of the Bid Amount i.e. PKR 52,625,000/-.
AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE
THAN 20% OF THE PREVAILING INDICATIVE STRIKE PRICE.
AN ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR
JOINTLY, HOWEVER, A BID CAN BE REVISED TILL 5.00 PM ON THE LAST OF BIDDING
PERIOD. DOWNWARD REVISION OF BID PRICE SHALL NOT BE ALLOWED AFTER 4:00 P.M.
ON THE LAST DAY OF THE BIDDING; FOR FURTHER DETAILS PLEASE SEE
ensure that necessary infrastructure and electronic system is available to accept bids and to undertake the
whole Book Building in a fair, efficient and transparent manner;
ii.
ensure that it is financially capable for honoring its commitments arising out of defaults by their client
investors, if any;
iii.
collect Margin Money and subscription money from the Bidders in the manner as mentioned in the
Regulations;
Page 14 of 93
iv.
use the software provided by the Designated Institution for the Book Building on such terms and
conditions as may be agreed through an agreement in writing;
v.
ensure that the software used for Book Building is based on Dutch Auction Methodology for display of
the order book and determination of the strike price;
vi.
ensure that the bidders can access to the System and can revise their bids electronically using the user ID
and the password;
vii.
ensure that it has established not less than two Bid Collection Centers in the city where the securities
exchange on which the issuer is to be listed, is located, and in all major cities of the country at least in the
Federal Capital and all the provincial capitals;
viii.
enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building
Portion;
ix.
x.
ensure that it has obtained list and Unique Identification Numbers of the associated companies and
associated undertakings of the Issuer;
xi.
ensure that names and Unique Identification Numbers of the associated companies and associated
undertakings of the Issuer are entered and capped at five per cent (5%) into the system before
commencement of the Bidding Period;
xii.
ensure that no bid in aggregate exceeding five per cent (5%) is made by the associated companies and
associated undertakings of the Issuer;
xiii.
ensure that it has obtained names and Unique Identification Numbers of the Related Employees of the
Issuer, the Book Runner and that names and Unique Identification Numbers of all such employees are
entered into the system and blocked for participation in the bidding
xiv. Book Runner has established bid collection centers at the following addresses (direct & fax numbers in
all centres):
Karachi
Contact Officer:
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Contact Officer:
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Abdul Qadir
021 3246 5891
0331 260 4039
021 111 245 111
021 3242 9653
abdul.qadir@arifhabibltd.com
Arif Habib Center, 23 MT Khan Road, Karachi
Muhammad Ali Siddiqui
021 3677 0144
0345 317 1151
111 511 611 Ext 253
021 3242 9653
muhammad.ali@arifhabibltd.com
Naya Nazimabad, Manghopir Road, Karachi
Page 15 of 93
Lahore
Contact Officer:
Mobile No.:
Fax No.:
Email:
Postal Address:
Tahir Abbas
0333 213 7736
021 3242 9653
tahir.abbas@arifhabibltd.com
Room # 220, Arif Habib Ltd, Lahore Stock Exchange, Lahore
Contact Person:
Mobile No.:
Direct:
Fax No.:
Email:
Postal Address:
Naveed Siddiqui
0333 424 1525
042 3569 1170
021 3242 9653
naveed.siddiqui@arifhabibltd.com
Summit Bank Limited, 13- G, Commercial Area, Phase -I Lahore
Islamabad
Contact Officer:
Mobile No.:
Direct:
Fax No:
Email:
Postal Address:
Quetta
Contact Officer:
Mobile No.:
Direct:
Fax No.:
Email:
Postal Address:
Peshawar
Contact Officer:
Mobile No.:
Direct:
Fax No.:
Email:
Postal Address:
Rao Amir
0311 812 2918
051 280 6286
021 3242 9653
amir.rao@arifhabibltd.com
Summit Bank Limited, Plot # 109, East E-7/G-7, Islamabad Stock
Exchange Branch, Jinnah Avenue, Blue Area, Islamabad
Noman Mansoor
0300 398 0444
081 286 5594-92
021 3242 9653
noman.mansoor@arifhabibltd.com
Summit Bank Limited, Ground Floor, Malik Plaza Near Adara-eSaqafat, M.A. Jinnah Road, Quetta
Arbab Zarak Khan
0333 913 1466
091 226 0373
021 3242 9653
arbab.zarak@arifhabibltd.com
Summit Bank Limited, Near Fruit Market, GT Road Peshawar
xv. Ensure that all the Bids received by the bid collection centers are entered into the system developed by the
Designated Institution for the purpose of Book Building within the prescribed time.
2.5. INTEREST OF BOOK RUNNERAND LEAD MANAGER& ARRANGER IN THE ISSUE AND THE
ISSUER OTHER THAN ITS ROLE AS A BOOK RUNNER AND LEAD MANAGER & ARRANGER.
The Book Runner, Lead Manager & Arranger is deemed to be interested to the extent of fees payable to it by
the Issuer for the services of Book Runner, Lead Manager & Arranger to the Issue. The Book Runner, Lead
Manager & Arranger has no other interest in any property or profits of the Company.
2.6. OPENING AND CLOSING OF THE BIDDING PERIOD
The Bidding Period will remain open for (02) two working days during business hours i.e. will commence at
09:00 a.m. on January 06, 2016 and will close at 05:00 p.m. on January 07, 2016.
Page 16 of 93
The Prospectus has been duly cleared by KSE and LSE and approved by SECP. The Prospectus, Registration
Form and the Bidding Form can be obtained from the registered office of the Issuer, the Book Runner and the
Bid collection Centers. Prospectus, Registration Form and Bidding Forms can also be downloaded from the
following websites of the Company, KSE, LSE and the Book Runner i.e. http://www.hitechlubricants.com,
http://www.kse.com.pk, http://www.lse.com.pk and http://www.arifhabibltd.com respectively.
b)
Eligible investors who are interested in subscribing to the Ordinary Shares should approach the Book Runner
at the addresses provided in paragraph 2.4to register and submit their Bids.
c)
d)
e)
REGISTERED INVETORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY ACCESSING THE
DESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID
AND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY THE DESIGNATED INSTITUTION
f)
EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR
EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT
MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF
ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH
EACH ADDITIONAL PAYMENT FORM.
g)
ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF SUMMIT BANK LIMITED CAN USE
THE ONLINE TRANSFER FACILITY (PAY ORDER OR DEMAND DRAFT MAY BE DEPOSITED AT
ANY BRANCH OF SUMMIT BANK AND EVIDENCE TO BE SUBMITTED TO THE BOOK RUNNER)
TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT SUMMIT
BANK LIMTIED.
Standardized Registration Form has been prescribed by the Issuer. Registration Form shall be submitted at
the Bid Collection Centers in person on addresses given in paragraph 2.4 on the standard Registration Form
duly filled in. The Registration Form shall be serially numbered at the bid collection centers and date and time
stamped at the time of collection of the same from the Bidders.
b)
Upon completion and submission of the Registration Form, the bidders are deemed to have authorized the
Issuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the
Page 17 of 93
supplement to the Prospectus in the newspapers in which Prospectus was published and filing the supplement
with the KSE and the SECP, without prior or subsequent notice of such changes to the bidders.
The Registration procedure under the Book Building process if outlined below:
a)
The registration of Eligible Investors shall commence from December 31, 2015 between 9.00 am to 5.00 pm
and will close at 3.00 pm on January 07, 2016.
b)
The Registration Form shall be issued in duplicate signed by the Bidder and countersigned by the Book
Runner, with first copy for the Book Runner, and the second copy for the Bidder.
c)
The Registration Form shall be submitted through the Bid Collection Centers in person on addresses given in
paragraph 2.4 on the standard Registration Form duly filled in and signed in duplicate.
d)
Upon registration of the bidders in the System, the Designated Institution shall assign and communicate User
ID and password to the bidders via email on the email address provided by them in the Registration Form
e)
The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is
disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its
associates.
f)
Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay
order and online transfer.
g)
The pay order shall be made in favor of IPO of Hi-Tech Lubricants Limited Book Building Account.
For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank
and evidence to be submitted to the book runner), the payment shall be made into Account Number 0102-02-20311-714-171861 being maintained in Summit Bank Limited, Clifton Branch with the Account
Title IPO of Hi-Tech Lubricants Limited Book Building Account.
h)
Please note that third party instruments will not be accepted for Margin Money
i)
The Book Runner shall collect an amount of 100% of the Bid Amount as Margin Money in respect of bids
placed by Individual Investors.
j)
The Book Runner shall collect an amount of not less than 25% of the Application Money as Margin Money
in respect of bids placed by Institutional Investors.
k)
The Bidder shall provide a valid email address in the Registration Form so that the relevant User ID and
password can be emailed to them upon registration of the bid.
l)
The Bidders can use the User ID and password to directly place, revise or withdraw their bids online.
m)
The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective
CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.
Standardized Bidding Form has been prescribed by the Issuer in accordance with the format and content
specified by the Commission.
ii.
Registered Investors can submit their bids in person at the Bid Collection Centers during the bidding dates or
can place their bids online at https://bkb.kse.com.pk using the user ID and password received by them over
email upon registration with the Book Runner.
Page 18 of 93
iii.
The bidding procedure under the Book Building process is outlined below:
i.
Bids can be placed at Limit Price or Step Bid. An Eligible Investor shall not place a bid provided that the
minimum size of a limit bid shall not be less than PKR 1,000,000/- (One Million Rupees) and in case of a
Step Bid, the amount of any step shall also not be less than PKR 1,000,000/- (One Million Rupees).
ii.
In addition to the procedure provided in Regulation 13(2) of the Book Building Regulations, 2015, the
investors may place their bids through any of the Bid Collection Centers.
iii.
The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications
that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the
bid money into the Issuers designated bank account.
iv.
On receipt of bid application in accordance with clause (c), the Book Runner shall enter Bid into the System
and issue to the bidder an electronic receipt bearing name of the book runner, name of the bidding center, date
and time.
v.
The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period.
The bids shall be collected and entered into the system by the Book-Runner till 05:00 p.m. on the last
day of the bidding period.
vi.
vii.
The Book Runner shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by
the individual investors and not less than twenty five percent (25%) of the Bid Amount as Margin Money in
respect of bids placed by the Institutional Investors.
viii.
Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third
party payment instruments shall not be accepted.
ix.
The Book Runner may on its own discretion accept bid without Margin Money provided Book Building
Portion is fully underwritten at least at the Floor Price by the Book Runner.
x.
The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is
disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its
associates.
xi.
The Designated Institution shall, through the system, display live throughout the bidding period an order book
in descending order showing demand for shares at various prices and the accumulated number of shares bid
for along with percentage of the total shares offered. The order book should also show the revised bids and
the bids withdrawn. The order book shall be accessible through websites of the Designated Institution, Book
Runner, securities exchanges, clearing house and the central depository.
xii.
At the close of the Bidding Period, Strike Price shall be determined on the basis of Dutch Auction
Methodology.
Page 19 of 93
xiii.
Once the Strike Price is determined all those bidders whose bids are found successful shall become entitled
for allotment of shares.
xiv.
The bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price
and the differential shall be refunded.
xv.
The bidders who have made bids at the Strike Price shall be allotted shares in accordance with the regulation
7(2) of the Regulations. In case all the bids made above the Strike Price are accommodated and shares are still
available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly
on time priority basis. The procedure for allotment of shares to successful bidders is mentioned in sections
2.18 and 2.19 of the Prospectus.
xvi.
The bidders who have made bids below the Strike Price shall not qualify for allotment of shares and their
Margin Money will be refunded within five (5) working days of the close of the bidding period.
xvii.
Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, the
Strike Price and the number of shares provisionally allotted to each of them. The successful institutional
bidders shall, within three (3) working days of the closing of the bidding period, deposit the balance amount
as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares
allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner under
regulation 21(12) of the Regulations.
xviii.
Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription
money from the successful bidders, however, shares to such bidders shall be credited at the time of credit and
dispatch of shares out of the retail portion.
xix.
The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective
CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.
xx.
The Designated Institution shall continue to display on its website, the data pertaining to the Book Building
and determination of the Strike Price for a period of at least three working days after closure of the bidding
period
RESTRICTIONS:
Restriction on Related Employees: Related Employees of the Issuer, the Book Runner are not allowed to
participate in the Bidding for shares. Related Employees are those employees who are directly involved in the
Issue.
Restriction on Investors: A registered Eligible Investor shall not make
(i)
(ii)
a bid for more than 10% of the shares allocated under the Book Building Portion;
(iii) subject to the provision of clause (i) above, a bid with price variation of more than 20% of the prevailing
indicative strike price;
(iv)
a consolidated bid; or
(v)
In case there is any allocation or allotment of shares to investors through Pre-IPO placement, Private
placement or through any other mode during the period of six months preceding the bidding date, at a price
lower than the Strike Price, such shares shall not be saleable for a period of six months from the date of closing
of subscription period for Retail Portion of the Issue.
Page 20 of 93
Bids from associated companies and associated undertakings of the Issuer, shall not be accepted for
shares in excess of five percent (5%), in aggregate, of the book building portion.
To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall obtain
from the Issuer, list of associated companies and associated undertakings of the Issuer before
commencement of the Bidding Period along with their respective Unique Identification Number, to be
entered and capped at five percent (5%) in the System before commencement of the Bidding Period;
and the Book Runner shall make sure that the said list has been provided to the Designation Institution
and the employees deployed at the collection centers for collection of bids and entry thereof in the
system.
xxi. The Book-Runner shall ensure that subscription money received against the bids accepted shall not be released
to the Issuer by the Banker to the Book Building Portion until:
a. credit or dispatch of all shares allocated under the retail portion of the issue; and
b. issuance of NOC by the Stock Exchanges
xxii. In case the Bids received are sufficient to allot the total number of shares offered for sale under the Book
Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the
highest price shall be considered first for allotment of shares.
xxiii. In case all the bids made above the Strike Price are accommodated and shares are still available for
allotment, such available shares will be allotted against the bids made at the Strike Price strictly on
time priority basis.
2.11. BANK ACCOUNT FOR BOOK BUILDING
The Issuer has opened two separate bank accounts for collection of applications money, one each for the
Book Building portion and the general public portion of the Issue.
The Bidders shall draw demand draft or pay order in favor of IPO of Hi-Tech Lubricants Limited Book
Building Account. For online transfer facility (pay order or demand draft may be deposited at any
branch of summit bank and evidence to be submitted to the book runner), the payment shall be made
into Account Number01-02-02-20311-714-171861 which has been opened at Summit Bank Limited,
Clifton Branch. The collection bank shall keep and maintain the bid money in the said account. Once the
Strike Price is determined and list of successful bidders/allottees is finalized, the Lead Manager, after
obtaining NOC from KSE & LSE, may request in writing to the collection bank for transfer of the money of
successful and accepted applications to the Issuers account(s).Please note that third party payment
instruments will not be accepted.
2.12. PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft, pay order favoring IPO of Hi-Tech Lubricants Limited Book
Building Account or Online Transfer of the Bid Amount into the respective IPO account of the Issuer A/c
01-02-02-20311-714-171861 submit the demand draft, pay order or bank receipt at the designated Bid
collection center in person or through facsimile along with a duly filled in Registration Form.
For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank and
evidence to be submitted to the book runner), the payment shall be made into A/c 01-02-02-20311-714171861 being maintained at Summit Bank Limited, Clifton branch, Karachi with the Account Title IPO of
Hi-Tech Lubricants Limited Book Building Account.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION
CENTER. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, DEMAND DRAFT OR
Page 21 of 93
According to regulation 5(6) of the Regulations, in case the Issuer does not receive bids for the number of
shares allocated under the Book Building Portion, at the Floor Price, the Issue shall be cancelled and the same
shall be immediately intimated to the Commission, the Stock Exchanges and the Designated Institution and
the Margin Money shall be refunded to the Bidders immediately but not later than two (2) working days of
the closing of the Bidding Period.
b) The Book Building will be considered cancelled if the total number of bids received are less than forty.
2.18. MECHANISM FOR DETERMINATION OF STRIKE PRICE
a) At the close of the Bidding Period, the Strike Price shall be determined on the basis of Dutch Auction
Methodology. Under this Methodology, the Strike Price is determined by lowering the price to the extent
that the total number of shares issued is subscribed.
Page 23 of 93
b) The order book shall display the Bid prices in a descending order along with the quantity for each price level
as well as the cumulative quantity at each price level.
c) Once the Strike Price is determined all those Bidders whose bids have been found successful shall become
entitled for allotment of shares. The Bidders, who have made bids at prices above the Strike Price, will be
issued shares at the Strike Price and the differential, if any, will be refunded. The Bidders, who have made
bids below the Strike Price, shall not qualify for allotment of shares and their Margin Money shall be refunded.
d) In case the bids received are sufficient to allot the total number of shares offered for sale under the Book
Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the
highest price shall be considered first for allotment of shares.
e) In case all the bids made above the Strike Price are accommodated and shares are still available for allotment,
such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis.
The mechanism for determination of Strike Price can be understood by the following illustration.
a)
b)
c)
d)
e)
f)
g)
Number of shares being Issued through the Book Building: 21,750,500 Ordinary Shares
Floor Price: PKR 37.0 per share
Bidding Period: January 06, 2016 to January 07, 2016
Bidding Time: 9:00am 5:00pm
Bid Entry Time: 9.00am 5.00pm
Bid Withdrawal Time: Any time till 4.00pm on the last day of Bidding Period
Bidding Revision Time: 9:00am 5:00pm, except for downward revisions which are allowed
only till 4.00pm on the last day of Bidding Period
Bidder
Institution A
Institution E
Institution B
Foreign Institution F
Individual Investor A
Institution C
Individual Investor E
Institution C
Institution B
Individual Investor A
Institution C
Bid Withdrawn
Price (PKR
per share)
59.00
58.00
58.50
58.00
57.50
57.00
56.00
55.50
55.00
54.00
53.00
Bid Quantity
Cumulative
(shares
Quantity (Million
Millions)
Shares)
3.00
3.00
1.00
4.00
4.00
7.00
3.50
10.50
2.50
13.00
2.75
15.75
4.00
19.75
2.00
21.75
5.00
21.75
2.00
23.75
3.00
26.75
Category of Order
Limit Price
Limit Price
Limit Price
Limit Price
Step Bid
Step Bid
Limit Price
Step Bid
Limit Price
Step Bid
Step Bid
On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the
Strike Price would be set at PKR 55.50 per share to sell the required quantity of 21,750,500 ordinary shares.
At PKR 59.00 per share, investors are willing to buy only 3.00 million shares. Since 18.75 million shares are
still available, therefore the price will set lower.
At PKR 58.50 per share, investors are willing to buy 4.00 million shares. Since 14.75 million shares are still
available; therefore, the price will set lower.
Page 24 of 93
At PKR 58.00 per share, investors are willing to buy 3.50 million shares. Since 11.25 million shares are still
available; therefore, the price will set lower.
At PKR 57.50 per share, investors are willing to buy 2.50 million shares. Since 8.75 million shares are still
available; therefore, the price will set lower.
At PKR 57.00 per share, investors are willing to buy 2.75 million shares. Since 6.00 million shares are still
available; therefore, the price will set lower.
At PKR 56.00 per share, investors are willing to buy 4.00 million shares. Since 2.00 million shares are still
available; therefore, the price will set lower.
At PKR 55.50 per share, investors are willing to buy 2.00 million shares. Since after bidding for 2.00 million
shares at PKR 55.50 per shares no share will be available, therefore, the Strike Price will be set at PKR 55.50
per share for the entire lot of 21.75 million shares.
The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is PKR 55.50
per share), will become entitled for allotment of shares at the Strike Price and the differential amount would
be refunded.
The Bidders, who have placed bids below PKR 55.50 per share, will not qualify for allotment of shares.
After allotment in the aforementioned manner, 2.00 million shares are still available for allotment. These
shares will be allotted to the Bidders who have placed bid(s) at PKR 55.50, however, for the purpose of
allotment of these 2.00 million shares preferences will be given to the Bidder who has placed the bid
earlier.
2.19. BASIS OF ALLOTMENT OF SHARES
Once the Strike Price is determined all those bidders whose bids have been found successful shall become
entitled for allotment of shares. For allocation of shares priority shall be given to the bids placed at the highest
price. The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike
Price and the differential, if any, will be refunded. The bidders, who have made bids below the Strike Price,
shall not qualify for allotment of shares and their Margin Money shall be refunded.
For the purpose of allotment of shares, the bid(s) made at the price determined / discovered as Strike Price
through the Book Building process shall be ranked equally and preference will be given to the bidder who has
made the bid earlier.
Incase bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then
preference will be given to the bidders who have made the bid earlier.
Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription
money from the successful bidders; however, shares to such bidders shall be credited at the time of credit and
dispatch of shares out of the retail portion of the issue to successful applicants as per regulation 21(13) of the
Regulations.
2.20. REFUND OF MARGIN MONEY
Investors that place Bids lower than the Strike Price shall not be eligible for allotment of shares. Margin
Money of the unsuccessful Bidders shall be refunded within five (05) working days of the close of the bidding
period as required under Regulation 21(11) of the Regulations.
Page 25 of 93
The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike Price and
the differential will be refunded, where required.
2.21. UNDERWRITING
After determination of the Strike Price the Book Runner shall within two (2) working days of the closing of
the bidding period enter into an Underwriting Agreement with the Issuer indicating the number of shares that
the Book Runner would underwrite at the Strike Price and the Underwriting Commission / Fee to be charged.
2.22. PUBLICATION OF SUPPLEMENT TO THE PROSPECTUS
In accordance with the Regulation 4(x) of the Regulations within five (5) working days of the closing of the
Bidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in which
the Prospectus was earlier published and also disseminated through securities exchange where shares are to
be listed.
Supplement to the Prospectus would contain information relating to the Strike Price, the Offer Price, names
of the Underwriters for the Retail Portion of the Issue, Underwriting Commission, and Category-wise breakup
of the successful bidders along with the number of shares provisionally allocated to them.
Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the
Supplement to the Prospectus but not earlier than seven (7) days of such publication.
2.23. INTEREST OF THE BOOK RUNNER
The Book Runner has no interest in the Issue and Issuer other than its role as a Book Runner to the Issue.
2.24. ASSOCIATED COMPANIES AND UNDERTAKINGS OF THE ISSUER
i.
Associated Companies
Name of company
Status
HI-TECH BLENDING
(PVT) LIMITED
HI-TECH ENERGY (PVT)
LIMITED
MAS ASSOCIATES
(PVT) LIMITED
WHOLLY OWNED
SUBSIDIARY
ASSOCIATED
COMPANY
UINs
(Incorporation /
NTN no.)
0087364 /
4247720-4
0066529 /
3222650-7
ASSOCIATED
COMPANY
L 07610 /
0161292-1
ASSOCIATED
COMPANY
ASSOCIATED FIRM
/ AOP
L 10941 /
1412089-5
ASSOCIATED
UNDERTAKING
0091776 /
4377502-5
ASSOCIATED
UNDERTAKING
0009432 /
0688349-4
ASSOCIATED
UNDERTAKING
L 09878 /
1253386-6
MAS SERVICES
GULF RUBBER
PRODUCTS (PVT)
LIMITED
SYNTHETIC PRODUCTS
ENREPRISE LIMITED
MTM SECURITIES (PVT)
LIMITED
Page 26 of 93
NIL / 1325368-9
PAK FRANCE
BUSINESS ALLIANCE
PAK AGRO
PACKAGING (PVT) LTD
HILAL MEAT
PROCESSING CO. (PVT)
LTD
CHIP TRAINING AND
CONSULTING (PVT)
LTD
UJALA EDUCATIONAL
TRUST
ASSOCIATED
UNDERTAKING
ASSOCIATED
UNDERTAKING
D-118/2 KEHKASHAN 5,
CLIFTON, KARACHI
2 ND FLOOR 1-A PLAZA,
ISLAMABAD
0088332 /
4288492-6
P-00158/11426616
ASSOCIATED
UNDERTAKING
0075357
/3704913-5
ASSOCIATED
UNDERTAKING
ASSOCIATED
UNDERTAKING
0063808 /
3092086-8
0075019 /
3687334-9
Note: As required in Regulation 5(8) of the Regulations, the Associated Companies and Associated
Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book
Building Portion.
ii.
S.no
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
Related Employees
List of Related Employees of the Issuer
Name
Designation
Mr. Muhammad Imran
CFO / Company Secretary
Mr. Ahmad Shuja
Country Head Sales
Mr. Shahzad Sohail
GM Procurement
Mr. Shafqat Ali
GM Associated Company
Mr. Tamur Shah
Senior Manager Administration
Mr. Ali Khalid
Head Planning and Internal Audit
Mr. Omer Bajwa
Manager Marketing
Mr. Muhammad Ashraf
Manager I.T.
Mr. Qaisar Abbas
Manager Sales
Mr. Amjad Shahzad
Manager Sales Analysis
Ms. Shumaila Hameed
Manager HR
Mr. Omer Aftab Rana
Manager Sales
Mr. Fawad Nafees
Manager Operations
Mr. Syed Muhammad
Iftikhar
Senior Manager Sales
Mr. Rafique Muhammad
Manager Sales
Mr. Muhammad Ejaz Khattak Manager Sales
Mr. Junaid Malik
Manager Sales
Mr. Hashim Iqbal
Deputy Manager Financials
Mr. Kashif Pervez
Assistant Manager Corporate
Mr. Hamza
Assistant Manager Internal Audit
Ms. Imrana
Designer
CNIC
35202-7974957-1
35202-7152979-7
35200-1145924-9
35202-2587908-9
35202-9463859-5
37405-0634742-1
35202-6278237-3
35201-1247825-3
31303-5865802-5
35202-2487662-5
35202-5378738-6
35202-3015302-9
42101-1714261-3
42101-8881496-7
17301-5954403-7
61101-1520007-5
42301-0923316-5
42301-4124367-3
35202-9051994-3
35202-3408452-9
35201-3583175-4
CNIC
35202-0561257-7
35202-2936471-7
35202-8680689-3
4
5
6
7
8
9
10
S.no
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
Non-Executive Director
Chairman Board of Directors
Non-Executive Director
Independent Director
Independent Director
Independent Director
Non-Executive Director
35202-1586099-7
35202-2937890-9
35202-8613893-1
35201-2475737-5
61101-1938034-7
611017-914566-9
61101-0907195-1
UIN/CNIC
42301-0870728-7
42301-2295321-7
42301-5558488-3
42501-8031535-3
42201-2497903-1
42201-4832681-5
42201-4292146-1
42301-2989158-1
42501-2740531-7
42201-1517006-6
42301-0725240-6
42201-9867974-9
42201-3317016-7
54400-1389625-3
42501-2640314-3
42201-2425208-1
Note: As required in Regulation 11 of the Regulations, Related Employees of the Issuer and the Book
Runner shall not participate in the bidding for shares.
Page 28 of 93
On behalf of the Issuer, we here by confirm that all material information as required under the Companies
Ordinance, 1984 and the Listing of Companies and Securities Regulations of the Karachi Stock Exchange
Limited and Listing Regulations of Lahore Stock Exchange Limited has been disclosed in the Prospectus
and that whatever stated in the Prospectus and the supporting documents is true and correct to the best of
our knowledge and belief and that nothing has been concealed.
-sd_____________________
Hassan Tahir
Chief Executive Officer
Hi-Tech Lubricants Limited
-sd____________________
Muhammad Imran
Chief Financial Officer
Hi-Tech Lubricants Limited
Page 29 of 93
Being mandated as Advisor and Lead Manager to this Initial Public Offering of Hi-Tech Lubricants Limited
through the Book Building process, we hereby confirm that all material information as required under the
Companies Ordinance, 1984, Securities Act, 2015 and Listing of Companies and Securities Regulations of
the Karachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited including
the Book Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever stated
herein and in the supporting documents is true and correct to the best of our knowledge and belief and that
nothing has been concealed.
-sd_____________________
Zeshan Afzal
Executive Director& Head of Corporate Finance
Arif Habib Limited
Page 30 of 93
Being mandated as Book Runner to Initial Public Offering of Hi-Tech Lubricants Limited through the Book
Building process, we hereby confirm that all material information as required under the Companies
Ordinance, 1984, Securities Act, 2015 and the Listing of Companies and Securities Regulations of the
Karachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited including the
Book Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever stated
herein and in the supporting documents is true and correct to the best of our knowledge and belief and that
nothing has been concealed.
-sd_____________________
Zeshan Afzal
Executive Director& Head of Corporate Finance
Arif Habib Limited
Page 31 of 93
PART 3
3 SHARE CAPITAL AND RELATED MATTERS
3.1. SHARE CAPITAL
No. of
shares
Face value
Premium
(PKR)
(PKR)
Total (including
premium)
(PKR)
AUTHORIZED CAPITAL
150,000,000 Ordinary shares of PKR 10/- each
1,500,000,000
ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
12,001,000 Issued for Cash
120,010,000
Issued for consideration other than
25,000,000
250,000,000
Cash (refer to note 3.1-f)
50,002,000 Issued as fully paid bonus shares
500,020,000
87,003,000 Total Existing Paid up Capital
870,030,000
The existing issued, subscribed & paid up capital of the Company is held as follows:
SHARES HELD BY SPONSORS & DIRECTORS
28,498,900 Mrs. Uzra Tahir
284,989,000
24,748,750 Mrs. Arifa Shaukat
247,487,500
Mr. Hassan Tahir (CEO & Executive
7,500,300
75,003,000
Director)
Mr. Muhammad Ali Hassan (Non7,500,300
75,003,000
Executive Director)
Mr. Muhammad Basit Hassan
7,500,300
75,003,000
(Executive Director)
3,750,150 Mrs. Mavira Tahir
37,501,500
3,750,150 Mrs. Mehvish Khan
37,501,500
3,750,150 Mrs. Amna Zaidi
37,501,500
Mr. Shaukat Hassan (Chairman Board
500
5,000
of Directors)
Mr. Tahir Azam (Non Executive
500
5,000
Director)
Mr. Zalmai Azam (Non Executive
500
5,000
Director)
SHARES HELD BY INDEPENDENT DIRECTOR
500 Mr. Muhammad Tabassum Munir
5,000
500 Dr. Safdar Ali Butt
5,000
500 Mr. Syed Asad Abbas Hussain
5,000
500 Mr. Syed Mujahid Jameel Ghaznavi
5,000
OTHER SHAREHOLDER
500 Mr. Syed Sikandar Abbas
5,000
87,003,000 Total Existing Paid up Capital
870,030,000
PRESENT ISSUE
Allocation to Eligible Investors
21,750,500 through book building process at a
217,505,000 587,263,500
strike price
7,250,500 General Public
72,505,000 195,763,500
29,001,000 Total Present Issue Paid Up Capital
290,010,000 783,027,000
116,004,000 Total Post Issue Paid Up Capital
1,160,040,000 783,027,000
* The premium in the capital structure is on the basis of Floor Price of PKR 37.00/- per share.
Page 32 of 93
1,500,000,000
120,010,000
250,000,000
500,020,000
870,030,000
284,989,000
247,487,500
75,003,000
75,003,000
75,003,000
37,501,500
37,501,500
37,501,500
5,000
5,000
5,000
5,000
5,000
5,000
5,000
5,000
870,030,000
804,768,500
268,268,500
1,073,037,000
1,943,067,000
Notes:
a) As per rule 3 (II) (i) of The Companies (Issue of Capital) Rules, 1996, the fixed capital expenditure
related to investment in retail outlets and additional filling lines shall be entirely financed by equity.
b) The rules 3 (II) (ii) and 3 (II) (iii) of The Companies (Issue of Capital) Rules, 1996 are not applicable
to the Company as the expansion plan being implemented by the Company is a brownfield project
and not a green field project.
c) In case the Issuer does not receive bids for the number of shares allocated under the Book Building
Portion, at the Floor Price, the offer shall be cancelled and the same shall be immediately intimated
to the Commission, all the securities exchanges and the Designated Institution and the Margin Money
shall be refunded to the bidders immediately but not later than two working days of the closing of the
Bidding Period.
d) As per rule 3 (II) (v) of The Companies (Issue of Capital) Rules, 1996, the sponsors shall retain at
least 25% of the capital of the Company for a period of five years from the date of public subscription.
Consequently, the sponsors have undertaken to retain 25% shares collectively from their existing
shareholding.
e) As per regulation 5.4.5(a) of the Listing of Companies and Securities Regulations of KSE and
regulation 6(A) 7 of the Listing Regulations of LSE, sponsors shareholding in excess of 25% of the
capital of the Company is not saleable for a period of six (06) months from the date of public
subscription.
f) On 01 July 2011, the Company entered into an agreement for takeover with the partners of Hi-Tech
Lubricants, a registered partnership firm (the Firm) and took over all the business, assets and
liabilities of the Firm against consideration of issuance of shares of the Company amounting to PKR
250,000,000 divided into 2,500,000 ordinary shares of PKR 100 each.:
g) Auditor in its certificate dated August 01, 2011 has confirmed compliance of rule 8 of the Companies
(Issue of Capital) Rule, 1996 for issue of shares for consideration other than cash
h) Quarterly progress reports related to the implementation of expansion plan shall be submitted to KSE,
LSE and SECP.
Page 33 of 93
c) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan
(to the extent permitted by their respective constitutive documents and existing regulations as the case
may be);
d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective trust
deeds and existing regulations); and
e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
3.4. FACILITIES
INVESTORS
AVAILABLE
TO
NON-RESIDENT
PAKISTANI
AND
FOREIGN
Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through this
Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of the
State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares out
of new public Issues on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may open foreign
currency collection accounts with banks abroad or in Pakistan for receiving the subscription in foreign
currency. They may also allow refunds from these accounts to unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being issued through this
Prospectus. Payment in respect of investment in the shares of the Company has to be made in foreign currency
through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened
for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There is no restriction on
repatriation of sale proceeds and dividend payouts on shares. Underlying client names/beneficial owners are
required to be disclosed at depository level.
A.
B.
General documentations required for opening of SCRA account by institutional investors are:
(i) Account opening request;
(ii) Board Resolution & Signatories list;
(iii) Passport / ID of Board of Directors;
(iv) Passport/ID of all authorized signatories;
(v) Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate,
Business Registration Certificate, and Certificate of Commencement of Business);
(vi) Memorandum & Articles of Association;
(vii) Withholding tax registration certificate / Certificate of country of domicile of client;
(viii) Latest Annual Report;
(ix) List of Board of Directors; and
(x) List of Shareholders (greater than 10% holdings) and key officers.
It is however pertinent to note that the procedure and requirements of each financial institution with respect
to opening of SCRA differs, hence it is advised to make a prior request for the procedure from concerned
financial institution.
Payments made by foreign investors must be supported by proof of receipt of foreign currency through normal
banking channels. Such proof must be submitted along with the Application by the foreign investors.
Page 34 of 93
(a) Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which
are neither for 500 shares nor for multiples of 500 shares shall be rejected.
(b) The minimum amount of application for subscription of 500 shares in case of physical transfer is Issue
Price x 500 shares and in case of transfer under the book entry system is Issue Price x 500 shares-.
(c) Application for shares below the total value of Issue Price x 500 shares-in case of shares in physical form
and Issue Price x 500 shares in case of shares in the book entry form shall not be entertained.
(d) SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND
SUCH APPLICATIONS MONEY MAY BE FOREFIETED UNDER SECTION 87(8) OF THE
SECURITIES ACT, 2015.
(e) If the shares issued to the general public are sufficient to accommodate all applications, all applications
shall be accommodated.
(f) If the shares applied for by the general public are in excess of the shares being issued to them, the
distribution shall be made by computer balloting, in the presence of the representative(s) of the KSE and
LSE in the following manner:
(i) If all applications for 500 shares can be accommodated, then all such applications shall be
accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will
be conducted among applications for 500 shares only.
(ii) If all applications for 500 shares have been accommodated and shares are still available for allotment,
then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares
cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only.
(iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares are still
available for allotment, then all applications for 1,500 shares shall be accommodated. If all
applications for 1,500 shares cannot be accommodated, then balloting will be conducted among
applications for 1,500 shares only.
(iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares
are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all
applications for 2,000 shares cannot be accommodated, then balloting will be conducted among
applications for 2,000 shares only.
(v) After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the
following manner:
If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then
2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro-rata
basis.
If the remaining shares are not sufficient to accommodate all the remaining applications for over
2,000 shares, then balloting shall be conducted for allocation of 2,000 shares each to the
successful applicants
(g) If the Issue is over-subscribed in terms of amount only, then allotment of shares shall be made in the
following manner:
(i) First preference will be given to the applicants who applied for 500 shares;
(ii) Next preference will be given to the applicants who applied for 1,000shares;
(iii) Next preference will be given to the applicants who applied for 1,500 shares;
Page 35 of 93
(iv) Next preference will be given to the applicants who applied for 2,000 shares; and then
(v) After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the
applicants who applied for more than 2,000 shares.
(h) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(i) Applications, which do not meet the above requirements, or applications which are incomplete, will be
rejected.
the instrument of transfer was lodged with it, notify the defect or invalidity to the transferee who shall, after
the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the Company.
b) Transfer under book entry system
The shares maintained with the CDS in the book entry form shall be transferred in accordance with the
provisions of the Central Depositories Act, 1997 and the CDCPL Regulations.
Number of
shares
Par Value
Amount
(Par Value)
Considerations
100.00
600
94
100.00
9,400
2,500,000
100.00
250,000,000
5,000,200
100.00
500,020,000
Bonus Issue
7,500,300
100.00
750,030,000
April 01,2015
75,003,000
10.00
750,030,000
12,000,000
10.00
120,000,000
For Cash
10.00
TOTAL
87,003,000
870,030,000
Note: There has been no other issue of shares otherwise than in cash other than those mentioned above.
Furthermore, the Company has not so far issued any shares against goodwill and other intangible assets. For
further details, please refer to above para.
*Shares issued against takeover of Hi-Tec Lubricants, a partnership firm. Net assets of the firm as of June 30,
2011, were as follows.
Net Assets
PKR
Assets
Property & equipment
71,516,676
Long germ security deposits
13,484,194
Investments
13,057,785
Stock-in-trade
152,824,383
Trade debt
127,861,218
Other receivables
2,542,998
Loans, advances, accrued interest
92,732,264
Short term deposits and prepayments
3,630,616
Cash and bank balance
84,317,164
TOTAL ASSETS
561,967,298
Liabilities
Loans from partners
Liabilities against subject to finance lease
Current portion of non-current liabilities
Long term deposits
Trade & other payables
Provision for taxation
TOTAL LIABILITIES
Page 37 of 93
41,687,073
11,464,208
12,854,176
580,000
238,297,755
7,084,086
311,967,298
Net Assets
PKR
NET ASSETS
250,000,000
PKR Million
470
128
139
33
280
1,050
200
1,250
1,073
177
Tentative Plan and Current Status for Retail Outlets and Additional Filing Lines:
HTLL plans of 2015-16 covers 37 grand outlet openings in 11 major cities of Pakistan out of which 29 outlet
will be rented and 8 outlet will be owned. Area surveys are being conducted by HTLL. Proceeds from IPO
will be invested in Hi-Tech Service centers that includes launch of 8 owned outlets in Lahore (3), Gujranwala
(1), Faisalabad (1), Islamabad (1) and Karachi (2) during 2015-16. Over a period of 5 years, HTLL plans to
open 75 retail outlets (including 67 rented) across 16 major cities of Pakistan. For further details of service
centers & roll out plan please refer section 5.5.
The following table shows the categories of equipment that will be installed at the service centers along with
the estimated cost during the year 2015 16:
Components (PKR)
Silver
Gold
Platinum
65,000
130,000
130,000
750,000
750,000
900,000
312,000
312,000
312,000
1,830,000
6,395,000
95,000
170,000
960,000
430,000
715,000
1,410,000
Page 38 of 93
Total
1,652,000
3,907,000
10,107,000
20
11
200,000
1,000,000
800,000
33,240,000
43,977,000
61,442,000
138,659,000
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Land Identification
Land Acquisition
Documentation
Layout
Site Development
Opening
29 Rented Centers
Area Identification
Rental Agreement
Layout
Site Development
Opening
Following the possession of land either through acquisition or rent, the following indicative timelines are
required to bring a service center online:
Milestone
Time Horizon
Layout / Designing
3-4 Weeks
Civil Construction
9- 12 Weeks
Machinery Installation
3 Weeks
Furniture and Fixtures
2 Weeks
Pre-Launch Marketing
1-2 Weeks
HTLL has incorporated a 100% wholly owned subsidiary named Hi-Tech Blending (Pvt.) Limited with a total
investment of PKR 776 million as of June 30, 2015. The upcoming Plant is an integrated unit Producing
International Standard Specifications Lubricants in HDPE bottles, filling, capping & labeling of finished
products on an automated high accuracy filling line. As per the agreement between HTLL and SK Lubricant,
HTLL is allowed to invest in a blending plant.
The project cost for setting up blending plant was 1.7 billion. Now, HTLL also plans to invest further in the
HTBL (a wholly owned subsidiary) to introduce Jerry Can and Drum filling lines from the proceeds of the
IPO. HTLL envisages an estimated cost of additional filling lines to PKR 200 million
Page 39 of 93
The company plans to procure machinery & equipment from the following vendors for the additional fling
lines, breakdown of which is as follows.
Currency FOB
Freight,
Duty &
Taxes
21%
Total
PKR in
Millions
Component
Vendor
Origin
Drum Filling
Packon
South
Korea
US$
68,800
14,448
83,248
8.7
Drum
Manufacturing
Full Shine
engineering
Taiwan
US$
433,600
91,056
524,656
55.0
Jerry Can
Filling
Packon
South
Korea
US$
132,500
27,825
160,325
16.8
Jerry Can
Manufacturing
ACE
Corporation
South
Korea
US$
320,000
67,200
387,200
40.7
Transformer
Oil
Master Batch
Local
Components
Total
MeierGroup
Torninova
Germany
EURO
198,650
41,717
240,367
27.9
Italy
EURO
199,950
41,990
241,940
28.1
23
200
The implementation schedule for the additional filing line is mentioned below. For further details please refer
section 5.5.
Implementation schedule for the Additional Filing lines:
Milestone
Identification of supplier & quotation
Final negotiation
LC opening
Pre-shipment
Shipment
Installation
Test run
Commercial run
Schedule
July 2014 - March 2015
November 2015
December 2015
March 2016
April 2016
June 2016
July 2016
August 2016
Page 40 of 93
S.no
Cash dividend
(Rs. Per share)
Bonus Issue
1
2011
2
2012
1.83
3
2013
2.90
4
2014
2.50
200%
5
2015*
1.81
Note: dividends are adjusted to the face value of PKR 10/share
*Dividends are up to period ended June 30th, 2015.
The rights in respect of capital and dividends attached to each share are and will be the same. The Company
in its general meeting may declare final dividends but no dividends shall exceed the amount recommended by
the Directors. Dividend, if so declared, shall be paid according to the terms of the provisions of the Ordinance.
The Directors may from time to time pay to the members such interim dividends as appear to the Directors to
be justified by the profits of the Company. No dividends shall be paid otherwise than out of the profits of the
Company.
No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid
within the period prescribed under the Ordinance.
Those investors who intend that their cash dividend, if any, is directly credited in their Bank Account,
may fill-in the relevant part of the shares subscription Form under the heading, Dividend Mandate
Option.
The Bidders may fill-in the part of the Bidding Form under the heading, Dividend Mandate to enable
the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.
less than
twelve months
2015-16
15.00%
12.50%
7.50%
4,597
2012
2013
5,274
5,467
2014
2015
3,316
2,250
2010*
2011*
*In 2010 and 2011, the business carried by the partnership firm which was taken over by HTLL in 2011 (refer to note 3.1(f))
Page 43 of 93
319
300
250
2010*
445
433
399
2011*
270
264
2012
2013
302
2014
*In 2010 and 2011, the business carried by the partnership firm which was taken over by HTLL in 2011 (refer to note 3.1(f))
Page 44 of 93
338
2015
Certifications
HTLL is operating under the following certifications:
ISO 9001 Quality Standards
EMS 14001 Environment Standards
API Certification
Page 45 of 93
HTLLs forward integration, expansion into retail service centers, will enable its products to be sold directly
to the end customer with loyalty programs to benefit end users. A three tier model will be introduced based
on retail outlets across Pakistan. This one stop shop model will enhance HTLLs reach and provide a wide
variety of products available to its valued customers
Page 46 of 93
PART 4
4.1. UNDERWRITING
Book Building Portion
Arif Habib Limited has been mandated to act as the Book Runner to the Issue. The Book Runner shall
underwrite the Book Building Portion of the Issue of 21,750,500 ordinary shares as required under
Regulation 20(2)(viii) of the Regulations with limitations (in effect that the Book Runner shall only
underwrite the default portion of the Book Building, if any) to Regulation 20(2)(ii) of the Regulations at
the Strike Price determined through the Book Building process.
In the opinion of the Directors, the resources of the Underwriter are sufficient to discharge its
underwriting obligations/commitments.
Public Portion
As required under Rule 4(iii) of the Companies (Issue of Capital) Rules, 1996, the General Public Portion of
the Issue of 7,250,500 ordinary shares will be underwritten and within five (05) working days from the
close of Bidding Period, the names of the Underwriters will be published in the supplement to the
Prospectus in at least in all those newspapers in which the Prospectus was earlier published and also
disseminated through securities exchange where shares are to be listed.
Page 47 of 93
4.5. BROKERAGE
For this issue, the Issuer will pay brokerage to the TREC holder of KSE, LSE and ISE at the rate of 1% of the
value of shares (including premium if any) on successful applicants. No brokerage shall be paid to the TREC
holders in respect of shares taken up by the underwriters by virtue of their underwriting commitments.
Rate
1.10%
Amount (PKR)
11,803,407
0.25%
670,648
0.50%
4,023,889
1.50%
4,023,889
1.50%
4,023,889
1.00%
10,730,370
0.25%~0.5%
3,353,241
(tentative)
4,000,000
2,142,344
200,000
CDC Charges
960,000
Registrar/Balloting Agent
250,000
1,000,000
Miscellaneous
1,000,000
Total
48,181,676
*Represent maximum amount that is expected to be paid based on the Floor Price of PKR 37.0 per share
**These amounts do not include Sindh Sales Tax, as mentioned in section 3.20, wherever applicable
Page 48 of 93
PART 5
5.1.
1997
Commenced
business as a
partnership firm and
established its
distribution network
in Lahore
2000
Expanding the
distribution network
other cities and
established regional
offices in Karachi
& Islamabad
2013
Backward
integration, set-up a
blending plant
2014
Implemented oracle
financials to
improve MIS and
performance and
online sales via
internet
2015
Revenues have
crossed PKR 5.4bn
mark with a PCMO
and total market
share of 16%. and
7% respectively.
Page 49 of 93
*This excludes the project cost of additional filling lines i.e. PKR 200 million.
Page 50 of 93
Exclusivity
HTLL will act as an exclusive distributor and commission agent for the sale of
SKLs products.
HTLL shall engage in distribution activities only within the territory and
cannot permit any of its sub-distributor, agents or buyer to engage in any of
the activities of the products outside the Territory. The territory includes
geographical areas within the national border line of Pakistan and
Afghanistan.
Restriction on
Distributors Activities
HTLL must not engage in activities like import, sell, promote, distribute,
display for its own or third-party product within the Territory.
Trade Names
HTLL, during the term and after expiration of the agreement, will never
contest the validity of the registration of the trade name, trademarks including
licensed trademark, designs, copyrights and/or patents of SKL.
Appointment of subdistributor
Sales Target
HTLL shall meet the sales target to be agreed with SKL from time to time.
Obligation Of SK
Lubricants
SK Lubricants will sell its products to HTLL and provide advisory service
including technical data, specification, codes and work plans for achieving
optimum production.
Incentive Plan
HTLL and SK Lubricants will enter into certain incentive bonus agreement or
scheme on or around the start of the year and set targets to be met by HTLL.
Blending Plant
Termination Of The
Agreement
The agreement is terminated if any of the parties is in breach of the terms and
conditions of the agreement. If HTLL fails to meet the sales target, SK
Lubricants may terminate the agreement unless both parties reach to a
resolution.
Page 51 of 93
SKL has granted HTLL the non-exclusive license to use the Licensed
Trademark only for carrying out the activities of the products in accordance
with the agreement.
License
5.3.PRODUCT PORTFOLIO
HTLL provides a wide range of lubricants to automotive and industrial sectors in Pakistan. Their principal
supplier, SK lubricants base oil plant is the largest API Group III base oil plant in the world. SK API Group
III production meets more than 50% of world's demand for similar base oils. ZIC Lubricants are ISO 9001,
EMS14001certified ensuring highest quality with maximum engine protection and machine wear. ZIC is
produced by using (VHVI TECH) Synthetic base oil formulation in a fully automated computerized PLC
controlled plant. In result, ZIC products deliver more power, less fuel consumption, low noise, quick starting
& extended engine life.
Core Product Line:
ZIC Synthetic and Semi Synthetic Lubricant Range (Gasoline)
ZIC Synthetic Oil based on VHVI technology is Very High Viscosity Index Engine Oil that offers
various Grades in Fully Synthetic Oil, providing superior Engine Protection and Advanced Fuel
Savings. The enhanced viscosity improver used in ZIC provides ultimate long term protection for
both types of Gasoline and Diesel engines vehicle.
ZIC 0W30 & 5W40 are both API SN & ILSAC GF-5 Grades that provide better ODI, Engine
Protection and fuel savings without losing its viscosity under all types of driving conditions(extreme
temperature and heavy load),at the same time extending engine service life by keeping the running
engine cleaner. Its typical properties provide improved fuel saving benefits up to 10 % compared to
conventional motor oils and delivers better performance.
ZIC fully Synthetic series consists of following:
- Gasoline Synthetic Engine Oil :
- X7 FE, X7, X9, X7 FE
X7 FEX7
5W-20 10W-40
X9X7 FE
5W-40
0W-30
Page 52 of 93
M5 20W-40
M7 10W-40
JASO MA 2 JASO MA 2
X5
20W-50
X3
15W-40
X7000
15W-40 \ CI-4
X7000
X5000
X3000
The biggest strength of ZIC lies in the fact that it uses YUBASE (Group III base oil with a viscosity
index of 120 or higher). The use of YUBASE guarantees that ZIC maintains viscosity better than any
other engine oils of which viscosity index is artificially enhanced by viscosity index-enhancing agents
mixed with low-quality base oil. By using ZIC fine ability to maintain viscosity brings you the
following benefits: Exceptional Engine Protection, Longer Oil Change Intervals. ZIC Semi Synthetic
series consists of the following:
Industrial Oils, Greases, Hydraulics, ATF, Gear Oils, Brake Fluids and Coolants
ZIC Coolants have high quality long life for radiators that (ethylene glycol based) that provides
outstanding performance in all cooling systems. ZIC coolants are pre-diluted for customers
convenience mixed (50: 50) with water and ethylene glycol.
ZIC Vega series is a high quality hydraulic oil providing semi anti-wear performance coupled with
excellent oxidation stability. It has great low temperature performance by applying SKs proprietary
technology, VHVI Tech and holds its viscosity under high temperature operating conditions.
ZIC Dexron is fully synthetic ATF engineered with SKs proprietary VHVI Tech and advanced
additive technology. It meets all the stringent requirements of all kind of automotive transmission
requirements and is fully backward / serviceable.
ZIC Super Gear EP Series is premium quality extreme pressure gear oils. They contain Sulfur /
Phosphorous extreme pressure additive system giving load carrying ability and protection against
wear. In addition these oils provide excellent protection against corrosion of steel and copper
containing alloys.
SK Super Freeze refrigeration oil series is made from high quality naphthenic base stock and high
quality additive package which is intended to be used in refrigeration compressors.
Page 53 of 93
SK Super Compressor oil series is formulated from premium quality, high viscosity index base stock
combined with selective additives to satisfy the lubrication requirements of all kind of rotary screw /
rotary vane compressors used in industrial applications.
SK Super Therm 300 is formulated from high quality base stock with advance additive package
system which provides high stability when heated for heat transfer applications.
SK Super Brake Fluid is a high quality brake fluid providing outstanding performance for all
hydraulics brake systems.
ZIC Royal Grease series is multipurpose lithium soap-thickened grease available in NLGI grades 0,
1, 2, and 3, formulated with paraffinic mineral oil base oils, and also containing additives to control
oxidation and rust formation. ZIC Greases can be used in a wide range of industrial and automotive
applications, where there is no requirement for load-carrying properties.
ZIC is composed of YUBASE (Group III base oil with a viscosity index of 120 or higher).The use of
YUBASE guarantees that ZIC will maintain viscosity better than any other Oil of which viscosity
index is artificially enhanced by viscosity index-enhancing agents mixed with low-quality base oil.
Page 54 of 93
ZIC Diesel Generator Engine oils provide excellent wear protection along with advance fuel
economy. ZIC 5000 Power and SD 5000 are synthetic Formula lubricants which provide long drain
capability, low emission with exhaust treatments for equipment like catalytic converters and DPF.
5.5.EXPANSION PLAN
HTLL envisages a total estimated investment requirement of PKR 1,250 million, break-down of which is as
follows:
Proceeds Utilization
Investment in Company
Land
Building
Plant, Machinery & Equipment
Pre-operating costs
Working Capital
Sub-total (funds required by HTLL)
Investment in 100% owned subsidiary
Additional Filling Lines for Blending Plant, Hi-Tech Blending (Pvt.) Limited
Total Requirement
IPO Proceeds
Internally generated resources, if required
PKR Million
470
128
139
33
280
1,050
200
1,250
1,073
177
At a floor price of PKR 37 per share, HTLL expects to raise PKR 1,073 million from the IPO. Balance money,
if any, will be financed by HTTLs internal sources. Excess funds, in case of a higher strike price, will be first
utilized to cover the investment requirement of PKR 1,250 million and then meeting Companys current and
future working capital requirements.
Page 55 of 93
Oil Change
Car Care accessories
Polishes
Air Fresheners
Mats
Decorations
Viper Blades
Vehicle Accessories
Car Stereo
Amplifiers
Speakers
Coolants
Exhaust Systems
Ignition Switch
Fan Belt
Central Locking System
Spark Plugs
Tires (Multi Range)
Rims (Multi Range)
Batteries
Battery Water
Car Wash
Full Car Service
Fully Trained Auto mechanic
Services
Wheel Alignment
Wheel Balancing
Car Foaming
Auto Wheel Changer
Car Polishing
Compound Polish
Tire Change & Punctures
Tuck shops for FMCGs
With this expansion, the Company expects to generate over PKR 6.0 billion in incremental revenues during
the span of 5 years.
The Retail outlets plan will be executed initially based on 3-Tier Business Model:
Silver
Retail Outlet /franchise
covering the area upto
2,500 sq.ft.
Gold
Retail Outlet /franchise
covering the area upto
5,000 sq.ft.
Platinum
Retail Outlet /franchise
covering the area upto
10,000 sq.ft.
The plan of 2015-16 covers 37 grand outlet openings in 11 major cities of Pakistan including Lahore,
Gujranwala, Sialkot, Faisalabad, Multan, Islamabad, Rawalpindi, Karachi & Hyderabad. The concept of retail
service centers is to provide hassle free service by technically trained staff with a wide range of products to
choose as per their automotive consumption and requirements. HTLL would provide services which will cater
to all types of vehicle users. These retail outlets will be established under the ownership of HTLL as well as
having the option of franchise ownership.
The following table shows the categories of equipment that will be installed at the service centers along with
the estimated cost during the year 2015 16:
Components (PKR)
Silver
Gold
Platinum
Oil Change Equipment
65,000
130,000
130,000
750,000
750,000
900,000
312,000
312,000
312,000
1,830,000
6,395,000
95,000
170,000
960,000
Page 56 of 93
IT/Display Others
Total
430,000
715,000
1,410,000
1,652,000
3,907,000
10,107,000
20
11
200,000
1,000,000
800,000
33,240,000
43,977,000
61,442,000
138,659,000
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Land Identification
Land Acquisition
Documentation
Layout
Site Development
Opening
29 Rented Centers
Area Identification
Rental Agreement
Layout
Site Development
Opening
Following the possession of land either through acquisition or rent, the following indicative timelines are
required to bring a service center online:
Milestone
Time Horizon
Layout / Designing
3 - 4 Weeks
Civil Construction
9 - 12 Weeks
Machinery Installation
3 Weeks
Furniture and Fixtures
2 Weeks
Pre-Launch Marketing
1-2 Weeks
Investment in Hi-Tech Blending (Pvt.) Limited (HTBL) 100% owned Subsidiary of HTLL
Most recently HTLL has ventured into Blending Facility that has been located outside Sundar Industrial
Estate, at Bahikot Raiwand Road, Lahore. HTLL has incorporated a 100% wholly owned subsidiary named
Page 57 of 93
Hi-Tech Blending (Pvt.) Limited with a total investment of PKR 776 million as of June 30, 2015. The
upcoming Plant is an integrated unit Producing International Standard Specifications Lubricants in HDPE
bottles, filling, capping & labeling of finished products on an automated high accuracy filling line. As per the
agreement between HTLL and SK Lubricant, HTLL is allowed to invest in a blending plant.
The following table shows component wise project cost of blending plant:
Cost Component
Expected Cost (Rs. '000')
Land
180,186
Additional development on land
40,358
Buildings & Admin Block
392,682
Plant, machinery and equipment
709,024
Tanks
116,359
Instrumentation
20,000
Vehicles
31,088
Furniture and fixture
1,291
Office and other equipment
17,306
Computers and Software
13,759
Pre-operating & Contingencies
80,947
Total capital cost
1,603,000
Working Capital
110,000
Original Project Cost
1,713,000
Expansion through Additional Lines
200,000
Total Project Cost
1,913,000
Details of source of funding of the project cost and status of the project:
Source of funding
Rs. '000'
Equity
1,000,000
IPO proceeds
200,000
Total Equity
1,200,000
Director loan
88,000
Bank loan & lease
625,000
Total Debt
713,000
Total
1,913,000
Status as of 30th June 2015
Rs. 000
Capital expenditure incurred
1,216,865
Through Equity
776,410
Through Debt
440,455
% of Total
52%
10%
62%
5%
33%
38%
100%
% of Total
64%
36%
This investment & business expansion plan offers multitude of opportunities to strengthen the local business
line in Pakistan. HTLLs prime focus is to offer customized product range with diversified business line in
the automotive & retail sector with unique selling propositions. No doubt the long sighted vision is the initial
step, however; HTLL is determined to capitalize this plan with business knowledge and customized facility
by carefully addressing the risk factors. The salient objectives include the following:
FOB
Freight,
Duty &
Taxes
21%
Total
PKR in
Millions
Component
Vendor
Origin
Currency
Drum Filling
Packon
South
Korea
US$
68,800
14,448
83,248
8.7
Drum
Manufacturing
Full Shine
engineering
Taiwan
US$
433,600
91,056
524,656
55.0
Jerry Can
Filling
Packon
South
Korea
US$
132,500
27,825
160,325
16.8
Jerry Can
Manufacturing
ACE
Corporation
South
Korea
US$
320,000
67,200
387,200
40.7
Transformer
Oil
MeierGroup
Germany
EURO
198,650
41,717
240,367
27.9
Master Batch
Torninova
Italy
EURO
199,950
41,990
241,940
28.1
Local
Components
23
Total
200
Page 59 of 93
Schedule
July 2014 - March 2015
November 2015
December 2015
March 2016
April 2016
June 2016
July 2016
August 2016
5.6.RISK FACTORS
a)
Regulatory Risk
Imposition/enhancement of duties, taxes, levies and other conditions may adversely affect the operations
of HTLL (e.g. change in duty and tax structure).
b)
Political Risk
Political instability coupled with law and order situation may cause interruption or halt Company sales.
c)
Competition Risk
Competition from other players can potentially squeeze margins and can affect Company revenues.
d)
Competition for skilled human resources may lead to high employee turnover.
e)
The sales & distribution agreement between HTLL and SK Lubricants is the most critical part of the
business as it governs the terms & conditions for supply and distribution of SK Lubricants product by
HTLL in Pakistan. The Company may suffer significant loss of revenue in case the agreement between the
parties is terminated or SK Lubricants is unable to supply the products to HTLL.
g)
Page 60 of 93
PART 6
6 FINANCIAL INFORMATION
6.1. AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND
SCHEDULE TO THE COMPANIES ORDINANCE, 1984, FOR THE PURPOSE OF
INCLUSION IN THE PROSPECTUS
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30-Jun-12
30-Jun-13
30-Jun-14
30-Jun-15
4,264.7
3,290.6
974.1
432.5
391.4
28.3
363.1
264.3
4,597.3
3,451.6
1,145.8
445.5
414.2
26.7
387.5
270.1
5,273.8
3,968.9
1,305.0
514.1
462.2
25.4
436.8
302.1
5,466.9
4,129.2
1,337.8
555.3
526.3
24.5
501.8
337.6
101.5
887.7
989.2
250.0
471.1
14.5
503.6
989.2
219.1
1,073.8
1,292.9
250.0
668.6
32.2
592.1
1,292.9
511.8
1,374.2
1,886.0
750.0
908.6
39.3
938.0
1,886.0
1,014.6
1,001.1
2,015.7
870.0
1,237.5
37.2
741.0
2,015.7
22.8%
9.2%
6.2%
11.7
3.0
1.8
18.8
39.9%
26.7%
56.1%
24.9%
9.0%
5.9%
10.8
3.1
1.8
26.7
29.2%
20.9%
40.4%
24.7%
8.8%
5.7%
4.0
3.5
1.5
12.1
25.7%
16.0%
33.2%
24.5%
9.6%
6.2%
4.4
3.9
1.4
14.2
4.2%
16.7%
27.8%
1) On April 25, 2015 shares were issued at par against the share deposit money of PKR 120mn, as a result
the paid-up capital increased to PKR 870mn.
Page 67 of 93
PART 7
7
Designation
Chairman
Chief executive
Director
Director
Director
Director
Director
Director
Other Directorships
Mas Associates (Pvt) Limited
Mas Infosoft (Pvt) Limited
Pakistan-France Business Alliance
Hi- Tech Blending (Pvt.) Limited
Hi-Tech Energy (Pvt) Limited
Hi- Tech Blending (Pvt.) Limited
Hi-Tech Energy (Pvt.) Limited
Gulf Rubber Products (Pvt) Limited
MAS associates (Pvt) Limited
MAS Infosoft (Pvt) Limited
Hi- Tech Blending (Pvt.) Limited
Hi-Tech Energy (Pvt) Limited
None
Synthetic Products Enterprise Limited
MTM Securities (Pvt) Limited
Pak Agro Packaging (Pvt.) Ltd
Hilal Meat Processing Co. (Pvt.) Ltd
Chip Training And Consulting (Pvt.)
Ltd
Ujala Educational Trust
None in Pakistan
Director
None
Director
Dividend
10%
Page 68 of 93
Period
June 30, 2015
He is one of the founder member of the Company who led the sales and marketing of HTLL during the first
10 years of business. Establishing distribution networks and creating sale teams was his milestone
achievements on which HTLL stands today.
Being an entrepreneur and managing Director of associated business companies, Mr. Tahir Azam has
inculcated his excellent standard in sales department into producing exceptional results. He has proved with
his entrepreneurial abilities that business opportunities are not given rather they are created.
Page 70 of 93
General Insurance and several other companies. He also served in a position of director Bank of Azad Jammu
& Kashmir, as a nominee of AJK Government.
Dr. Safdar Ali butt spent 24 years in academics working as dean of faculty and at senior lecturer positions of
various institutions locally and internationally. He is currently on the board of several companies working in
the fields of food processing, packaging and consulting. He is also a serving professor at Emeritus of Finance
& Corporate Governance at Mohammad Ali Jinnah University, Islamabad.
Apart from his professional work he is author of 34 text books on various business related subjects of which
8 published from UK, 19 from Kenya and 7 from Pakistan and also author of over 100 articles and papers on
various finance and management related issues.
Page 71 of 93
organizations. Such experience helped him acquire in-depth knowledge of industry wide operations, processes
and practices and has improved his planning and managerial skills and decision- making capabilities.
Mr. Imran is currently managing financials department that includes treasury and finance, accounts, Taxation
department and Secretarial law division.
Page 72 of 93
His areas of expertise include Oracle E- Business Suite, Oracle Database, network performance monitoring
and other areas of information security management.
He has also worked closely with U.A.E. financial regulators on two-factor authentication guidelines and
conducted vulnerability / risk assessments along with penetration testing for financial institutions in
compliance with regulators certification. His expertise makes him the integral part of state of the art
technological infrastructure of HTLL.
Page 73 of 93
Mr. Omer was recently asked by LUMS Rausing Institute to judge a display of work on Advertisement
campaigns by fresh-men nationwide. His aggressive planning and positive attitude has been the success
mantra of HTLL. He is also a visiting faculty member in Business Management of some prominent
Universities of Lahore.
Page 74 of 93
Page 75 of 93
7.18. INDEMNITY
Pursuant to Article 104 of the Companys Articles of Association, every member of the Company and of the
Board, the Chairman, Chief Executive Officer or any other officer or employee shall be indemnified by the
Company against all costs, losses which they may incur or become liable to pay by reason of any contract
entered into or act or deed done by them in discharge of their duties in good faith and any loss occasioned by
any error of judgment, damage or misfortune which may happen in execution of their duties in connection
with affairs of the Company.
Page 76 of 93
PART 8
8
MISCELLANEOUS INFORMATION
REGISTERED OFFICE
BOOK RUNNER
AUDITORS
Page 77 of 93
Underwriters
No. of Shares
Date of Agreement
Underwriters
*Detail of underwriting and due diligence will be issued through a supplement in a newspaper within five
working days of the close of Bidding Period.
Page 78 of 93
Status
HI-TECH
BLENDING (PVT)
LIMITED
HI-TECH ENERGY
(PVT) LIMITED
MAS ASSOCIATES
(PVT) LIMITED
WHOLLY
OWNED
SUBSIDIARY
ASSOCIATED
COMPANY
MAS INFOSOFT
(PVT) LIMITED
MAS SERVICES
GULF RUBBER
PRODUCTS (PVT)
LIMITED
SYNTHETIC
PRODUCTS
ENREPRISE
LIMITED
MTM SECURITIES
(PVT) LIMITED
PAK FRANCE
BUSINESS
ALLIANCE
PAK AGRO
PACKAGING (PVT)
LTD
HILAL MEAT
PROCESSING CO.
(PVT) LTD
CHIP TRAINING
AND CONSULTING
(PVT) LTD
UJALA
EDUCATIONAL
TRUST
Registered office
address
UINs
(Incorporation / NTN no.)
0087364 / 4247720-4
0066529 / 3222650-7
ASSOCIATED
COMPANY
L 07610 / 0161292-1
ASSOCIATED
COMPANY
ASSOCIATED
FIRM / AOP
ASSOCIATED
UNDERTAKING
0091776 / 4377502-5
ASSOCIATED
UNDERTAKING
127-S, Q.I.E,
TOWNSHIP,
KOTLAKHPAT,
LAHORE
0009432 / 0688349-4
ASSOCIATED
UNDERTAKING
L 09878 / 1253386-6
ASSOCIATED
UNDERTAKING
D-118/2 KEHKASHAN
5, CLIFTON, KARACHI
0088332 / 4288492-6
ASSOCIATED
UNDERTAKING
2 ND FLOOR 1-A
PLAZA, ISLAMABAD
P-00158/1142661-6
ASSOCIATED
UNDERTAKING
ASSOCIATED
UNDERTAKING
ASSOCIATED
UNDERTAKING
FAYYAZ MARKET,
STREET NO. 9
ISLAMABAD
PLOT NO.05, STREET
NO.09 OPPOSITE NIH
G-8/2, ISLAMABAD
130 STREET 48, NEAR
MAJOR ROAD
ISLAMABAD
L 10941 / 1412089-5
NIL / 1325368-9
0075357 /3704913-5
0063808 / 3092086-8
0075019 /3687334-9
Name
Mr. Muhammad Imran
Mr. Ahmad Shuja
Mr. Shahzad Sohail
Mr. Shafqat Ali
Designation
CFO / Company Secretary
Country Head Sales
GM Procurement
GM Associated Company
Page 79 of 93
CNIC
35202-7974957-1
35202-7152979-7
35200-1145924-9
35202-2587908-9
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
35202-9463859-5
37405-0634742-1
35202-6278237-3
35201-1247825-3
31303-5865802-5
35202-2487662-5
35202-5378738-6
35202-3015302-9
42101-1714261-3
42101-8881496-7
17301-5954403-7
61101-1520007-5
42301-4124367-3
42301-0923316-5
35202-9051994-3
35202-3408452-9
35201-3583175-4
Name
Mr. Hassan Tahir
Mr. Mohammad Basit Hassan
Mr. Mohammad Ali Hassan
Mr. Tahir Azam
Mr. Shaukat Hassan
Mr. Zalmai Azam
Mr. Tabassum Munir
Dr. Safdar Ali Butt
Mr. Syed Asad Abbas Hussain
Mr. Syed Mujahid Jameel Ghaznavi
Designation
Chief Executive Officer
Executive Director
Non-Executive Director
Non-Executive Director
Chairman Board of Directors
Non-Executive Director
Independent Director
Independent Director
Independent Director
Non-Executive Director
CNIC
35202-0561257-7
35202-2936471-7
35202-8680689-3
35202-1586099-7
35202-2937890-9
35202-8613893-1
35201-2475737-5
61101-1938034-7
611017-914566-9
61101-0907195-1
5
6
7
8
Designation
Chief Executive Officer
Managing Director, Investment Banking
UIN/CNIC
42301-0870728-7
42301-2295321-7
42301-5558488-3
Page 80 of 93
42501-8031535-3
42201-2497903-1
42201-4832681-5
42201-4292146-1
42301-2989158-1
9
10
11
12
13
14
15
16
42501-2740531-7
42201-1517006-6
42301-0725240-6
42201-9867974-9
42201-3317016-7
54400-1389625-3
42501-2640314-3
42201-2425208-1
8.11 CAPITALIZATION
Bonus Shares of PKR 500,020,000/- were issued during the financial year 2014 details of which are as
follows:
Sr #
1.
2.
3.
4.
5.
SHAREHOLDER
Mrs. Arifa Shaukat
Mrs. Uzra Tahir
Mr. Muhammad Basit Hassan
Mr. Hassan Tahir
Mr. Muhammad Ali Hassan
Number of Shares
1,500,060
2,000,080
500,020
500,020
500,020
5,000,200
Page 81 of 93
Rupees
150,006,000
200,008,000
50,002,000
50,002,000
50,002,000
500,020,000
PART 9
9.1
GENERAL INSTRUCTIONS
9.1.1
9.1.2
9.1.3
Copies of this Prospectus and applications forms can be obtained from members of KSE& LSE, the Bankers
to the Issue and their Branches, the Lead Managers and the Book Runner, and the registered office of the
Company. The Prospectus and the Bidding Form can also be downloaded from the following websites:
http://www.hitechlubricants.com and http://www.arifhabibltd.com.
9.1.4
The applicants opting for scrip less form of shares are required to complete the relevant sections of the
application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL
Regulations, credit of such shares is allowed ONLY in the applicants own CDC account. In case of
discrepancy between the information provided in the application form and the information already held by
CDS, the Company reserves the right to issue shares in physical form.
9.1.5
Name(s) and address(s) must be written in full block letters, in English and should not be abbreviated.
9.1.6
All applications must bear the name and signatures corresponding with that recorded with the applicant's
banker. In case of difference of signatures with the bank and computerized national identity card (CNIC) or
national identity card for overseas Pakistanis (NICOP) or passport both the signatures should be affixed on
the application form.
9.1.7
Page 82 of 93
application. The attested photocopy will, after verification, be retained by the bank branch along with the
application.
9.1.8
(i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and
other legal entities must be accompanied by an attested photocopy of their memorandum and articles of
association or equivalent instrument/document. Where applications are made by virtue of power of attorney,
the same should also be submitted along with the application. Any federal/provincial government gazette
officer, councilor, bank manager, oath Commissioner and head master of high school in the country of
applicant's residence can attest copies of such documents.
(ii) Attested photocopies of the documents mentioned in paragraph 9.1.8 (i) must be produced for verification to
the Banker to the Issue and the applicant's banker (if different from the banker to the Issue) at the time of
presenting the application. The attested copies, will after verification, be retained by the bank branch along
with the application.
9.1.9
Only one application will be accepted against each applicant, however, in case of joint account, one
application may be submitted in the name of each joint account holder.
9.1.10 Joint application in the name of more than two persons will not be accepted. In case of joint application each
applicant must sign the application form and submit attested copies of their CNICs/passport. The shares will
be dispatched to the person whose name appears first on the application form while in case of CDS, it will be
credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole
or in part, the same will be refunded by cheque or other means by post, or through the bank where the
application was submitted, to the person named first on the application form, without interest, profit or return.
Please note that joint application will be considered as a single application for the purpose of allotment of
shares
9.1.11 Subscription money must be paid by cheque drawn on applicant's own bank account or pay order/bank draft
payable to one of the Bankers to the Issue in favor of account IPO of Hi-Tech Lubricants Limited
General Public Account and crossed A/C PAYEE ONLY.
9.1.12 For the applications made through pay order/bank draft, it would be permissible for a Banker to the Issue to
deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay
order/bank draft individually for each application.
9.1.13 The applicant should have at least one bank account with any of the commercial banks. The applicants not
having a bank account at all (non-account holders) are not allowed to submit application for subscription of
Shares.
9.1.14 Applications are not to be made by minors and/or persons of unsound mind.
9.1.15 Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant
portion of the application form.
9.1.16 Applicants should retain the bottom portion of their application forms as provisional acknowledgement of
submission of their applications. This should not be construed as an acceptance of the application or a
guarantee that the applicant will be allotted the number of Shares for which the application has been made.
Page 83 of 93
9.1.17 Making of any false statements in the application or willfully embodying incorrect information therein shall
make the application fictitious and the applicant or the bank shall be liable for legal action.
9.1.18 Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription
applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.
9.1.19 It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants
having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or
bank draft. Applicants should, therefore, not fail to give their bank account numbers.
9.1.20 Submission of Fictitious and multiple applications (more than one application by same person) is prohibited
and such Application Money may be forfeited under section 87(8) of the Securities Act, 2015.
ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS
9.1.21 In case of foreign investors that are not individuals, applications must be accompanied with a letter on the
applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line
of business. A copy of memorandum of association or an equivalent document should also be enclosed, if
available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the
application. Copies of these documents can be attested by the bank manager in the country of applicant's
residence.
9.1.22 Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the
State Bank of Pakistan's Foreign Exchange Manual.
BASIS OF ALLOTMENT
9.1.23 The basis and conditions of transfer of shares to the General Public shall be as follows:
a) The minimum amount of application for subscription of 500 ordinary shares is Issue Price x
500Shares.Application for Shares below the respective amounts mentioned in this paragraph shall not be
entertained.
b) Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are neither
500 Shares nor for multiple thereof, shall be rejected.
c) Allotment/Transfer of Shares to successful applicants shall be made in accordance with the allotment
criteria/instructions disclosed in the Prospectus.
d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the
Prospectus and / or the instructions by the Securities and Exchange Commission of Pakistan.
e) Applications, which do not meet the above requirements, or applications which are incomplete will be rejected.
The applicants are, therefore, required to fill in all the data fields in the Application Form.
f) The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the
respective CDS accounts of the successful applicants (as the case may be).
Bank
Bank Al Habib Limited
Bank Alfalah Limited
Bank of Punjab
Habib Bank Limited
Habib Metropolitan Bank
Code No.
06
07
08
09
10
Page 84 of 93
Bank
MCB Bank Limited
Meezan Bank Limited
Samba Bank Limited
Summit Bank Limited*
United Bank Limited*
9.3
E-IPO FACILITIES*
In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United
Bank Limited (UBL) and Summit Bank Limited that are among the Bankers to the Issue. The
accountholders of United Bank Limited can use UBLs net-banking to submit their applications online
via link http://www.ubldirect.com/corporate/ebank and the accountholders of Summit Bank Limited
can use Summit Bank Limiteds net-banking to submit their application via
https://ib.summitbank.com.pk. The accountholders of United Bank Limited & Summit Bank can submit
their applications through this links 24 hours a day during the subscription period which will close at
12:00 midnight on January 27, 2016.
9.4
9.5
CODE OF OCCUPATION
Code No.
01
02
03
04
05
9.6
Occupation
Business
Business Executive
Service
Housewife
Household
Code No.
06
07
08
09
10
Occupation
Professional
Student
Agriculturist
Industrialist
Others
NATIONALITY CODE
Code No.
001
002
003
004
005
Name of country
U.S.A
U.K
U.A.E
K.S.A
Oman
Code No.
006
007
008
009
Page 85 of 93
Name of country
Bangladesh
China
Bahrain
Other
PART 10
Registration and Bidding Forms will be included in the printed version of the Prospectus
Page 86 of 93
PART 11
Witness 2
-sd__________________
-sd__________________
Page 87 of 93
PART 12
12 MEMORANDUM OF ASSOCIATION
II)
The Registered Office of the Company will be situated in the Province of Punjab.
III)
The objects for which the Company is established are all or any of the following:1)
To carryon business in oil, petroleum and gas sector of purchase and sale, import and export
of products, to act as dealers and distributors, to fabricate, construct, erect, lay, and
manufacture plant and machinery and apparatus for oil and petroleum, gas and chemical
installations and to purchase or otherwise acquire, produce, manufacture, refine, treat, purify,
blend, reduce, distill, store, transport, market, distribute, supply, sell and otherwise dispose
off and generally trade in any and all kinds of oil, petroleum and gas and their products,
providing consultancy services, preparation of feasibilities, projections, surveys, due
diligence reports, assistance in enhanced oil methodology and technology, specific technical
solutions, facilitation assistance and participation in studies and workings in oil and gas sector
by own or through entering into contracts with National, International and multinational
organizations.
2)
To construct, own and operate oil refineries, blending plant for lubricant and for grease petrol
pumps, service stations, workshops, and other facilities, and to purchase or otherwise acquire,
produce, manufacture, refine, treat, purify, reduce, distil, store, transport, market, distribute,
supply sell and otherwise dispose of and generally trade in any and all kinds of petroleum and
petroleum products, oils, gas, hydrocarbons, petrochemicals, asphalt, bituminous substances
and the products and byproducts which may be derived, produced, repaired, developed,
compounded, made or manufactured there from and or acquire and take over the running or
like to be running business of alike nature with or without assets, liabilities, rights, privileges,
goodwill, registration, trade mark, import and export registration, or any other facilities.
3)
To setup, install, erect, establish, run, control, manage and operate an industrial undertaking
for the manufacture, production, formulation and blending of lubricating oils anywhere in
Pakistan.
4)
To import, export and sell or otherwise deal in oil, petroleum and gas products and to own,
purchase or otherwise acquire or hire services for introduction and promotion of sale of oil,
petroleum and gas products either under the brand name or otherwise.
5)
To refine, process, formulate, produce, buy, sell, export, import, indenting or otherwise deal
in all types of chemicals, petro-chemicals and petroleum industry or any nature, used or
capable of being used in the petro-chemical industry, industrial chemicals or any mixtures,
derivatives and compounds thereof.
Page 88 of 93
6)
To carry on the business of running petrol pumps, diesel pumps, CNG pumps, sale of Mobil
oil, filters, blending and re-processing of all kinds of lubricants, greases and other related
products and to acquire, lease, rights, privileges, license, patents from government, semigovernment and private organizations for Liquid Petroleum Gas and to manufacture, pressure
vessels, metal containers and their parts LPG Cylinders of different capacities and sizes.
7)
To establish mechanical workshops, units for wheel alignments & balancing, Lube Oils and
Grease processing, blending & reclamation plant and white oil production unit and to market
the above mentioned products through dealers, stockiest and other sales organizations all over
Pakistan.
8)
To carry on the business of importers and exporters of all kinds of goods, articles and things
either manufactured semi-manufactured or raw materials.
9)
To carryon and undertake legally permissible trading business of all sorts and to act as
indenters, importers, exporters, traders, suppliers manufacturers and commission agents and
retailers of products, commodities and materials in any farm or shape manufactured or
supplied by any company, firm, association of persons, body, whether incorporation or not,
individuals Government, Semi-Government or any Local authority.
10)
11)
To apply for, tender, offer and accept purchase or otherwise acquire any contracts and
concession for in relation to the projection, execution carrying out improvements,
management, administration or control of works and conveniences and undertake, execute,
carry out, dispose of or otherwise turn to account the same.
12)
13)
To carry on business and obtain licenses for shipping agents, clearing and forwarding agents,
purchasing and indenting agents, selling agents, (except managing agent) on such terms and
conditions as the Company may think proper subject to any permission as required under the
law:
14)
To carry on agency business (except managing agency) and to acquire and hold selling
agencies and to act as selling agents, commission agents, manufacturers representatives and
distributing agents of and for the distribution of all kinds of merchandise, goods,
commodities, products, materials, substances, articles and thinks whether finished, semifinished, raw, under process, refined, treated or otherwise pertaining to trade and commerce
and for that purpose to remunerate them and to open and maintain depots and branches as
allowed under the law.
15)
To purchase, take on Lease or in exchange, hire, apply for or otherwise acquire and hold for
any interest, any rights, privileges, easements, trademarks, patents, patent, right, copyrights,
licenses, machinery, plants, stock-in-trade, and any movable and immovable property of any
kind necessary or convenient for the purposes of or in connection with the Company's
Page 89 of 93
business or any branch or department thereof and to use, exercise, rights, and information so
acquired, subject to any permission required under the law.
16)
17)
To act as representatives, for any person, firm or company and to undertake and perform subcontracts, and also act in the business of the Company through or by means of agents, subcontractors and to do all or any things mentioned herein in any part of the world and either
alone or in collaboration with others and by or through agents, sub-contractors, or otherwise.
18)
To go in for, buy otherwise acquire and use any patent design, copy right, license, concession,
convenience, innovation invention, trademarks, or process, rights, or privileges, plants, tools
or machinery and the like in Pakistan or elsewhere, which may for the time being appear to
be useful or valuable for adding to the efficiency or productivity of the Company's work or
business, as permissible under the law.
19)
To acquire and carry on all or any part of the business or property of any person, firm,
association or company suitable for any of the purposes of the Company or carrying on any
business which this Company is authorized to carryon and in consideration for the same, to
pay cash or to issue shares of the Company.
20)
To enter into arrangements with the government or authority (supreme, municipal, local or
otherwise) or any corporation, company, or persons that may seem conducive to the
Company's objects or any of them and to obtain from any such government, authority,
corporation, company or person any charters, contracts, rights, privileges and commission
which the Company may think desirable and to carryon exercise and comply with any such
charters, contracts, decrees, rights, privileges and concessions.
21)
To enter into partnership, to amalgamate, or merge and/or to buy on all interests, asset,
liabilities, stocks, or to make any arrangement for sharing profits, union of interests, cooperation, joint-venture reciprocal concession or otherwise with any person, firm or company
carrying on or proposing to carry on any business which this Company is authorized to carry
on or which is capable of being conducted so as directly or indirectly to benefit this Company
and to have foreign collaborations and to pay royalties / technical fees to collaborators subject
to the provisions of the Companies Ordinance, 1984.
22)
23)
To open accounts with any Bank or Banks and to draw, make, accept, endorse, execute, issue,
negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants,
deposit notes, debentures, letter of credit and other negotiable instruments and securities.
24)
To arrange local and foreign currency Loans from scheduled banks, industrial banks and
financial institutions for the purpose of purchase, manufacture, market, supply, export and
import of machinery, construction of factory, building and for the purpose of working capital
or for any other purpose.
Page 90 of 93
25)
To sell or otherwise dispose of the whole or any part of the undertaking of the Company,
either together or in portions for such consideration as the Company may think fit and in
particular, for shares, debenture-stock or securities of any Company purchasing the same.
26)
To borrow or raise money by means of loans or other legal arrangements from banks, or other
financial institutions, or Directors in such manner as the Company may think fit and in
particular by issue of debentures, debenture stock, perpetual or otherwise convertible into
shares and to mortgage, or charge the whole-or any part of the property assets of the
Company, present or future, by special assignment or to transfer or convey the same
absolutely or in trust as may seem expedient and to purchase, redeem or payoff any such
securities.
27)
To pay all costs, charges, and expenses preliminary or incidental, incurred in formation or
about the promotion and establishment of the Company and to remunerate any person, firm
or company for services rendered or to be rendered in or about the formation or promotion of
the Company or the conduct of its business.
28)
To give any servant or employee of the Company commission in the profits of the Company's
business or any branch thereof and for the purpose to enter into any agreement or scheme of
arrangement as the Company may deem fit and to procure any servants or employees of the
Company to be insured against risk of accident in the course of their employment by the
Company.
29)
To establish and support or aid in the establishment and Support of associations, institutions,
funds and conveniences calculated to benefit persons who are or have been Directors of or
who have been employed by or who are serving or have served the Company or any other
Company which is a subsidiary or associate of the Company or the dependents or connection
of such persons and to grant pensions, gratuities, allowances, reliefs and payments in any
other manner calculated to benefit the persons described herein.
30)
To distribute any of the Company's property and assets among the members in specie or in
any manner whatsoever in case of winding up of the company.
31)
32)
To carry out joint venture agreements with other companies or countries within the scope of
the objects of the Company.
33)
34)
To do and perform all other legally permissible acts and things as are incidental or conducive
to the attainment of the above objects or any of them.
35)
To apply for and obtain necessary consents, permissions and licenses from any Government,
State, Local and other Authorities for enabling the Company to carry on any of its objects
into effect as and when required by law.
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36)
To take over the running business now carried on by the partnership firm, M/S HI-TECH
LUBRICANTS, Lahore with all its assets, liabilities, stocks, contracts, right, privileges,
properties, both movable and immovable with the exclusive right to use its name.
37)
It is declared that notwithstanding anything contained in the foregoing object clauses of this
Memorandum of Association nothing contained therein shall be construed as empowering the
Company to undertake or to indulge in business of banking company, banking, leasing,
investment, managing agency or insurance business directly or indirectly as restricted under
the law or any unlawful application.
38)
It is further declared that notwithstanding anything stated in any object clause, the Company
shall obtain such other approval or licence from the competent authority, as may be required
under any law for the time being in force, to undertake a particular business.
IV)
V)
The Authorized Capital of the Company is Rs. 1,500,000,000/- (Rupees One Billion Five Hundred
Million only) divided into 150,000,000 (One Hundred Fifty Million) ordinary shares of Rs. 10/(Rupees Ten only) each with powers to increase and reduce the Capital of the Company and to divide
the shares in the Capital for the time being into several classes in accordance with the provisions of
the Companies Ordinance, 1984.
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PART 13
13 APPLICATION FORM
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