PAKISTAN STOCK EXCHANGE LIMITED

Stock Exchange Building, Stock Exchange Road, Karachi-74000

Phones: 111-001-122, Fax (021) 32460923

April 2, 2018

Procedure for Voluntary De-Listing of Company

The following is the step - wise detail procedure to be followed for de- listing of Company

S.
Particulars / Documents Requirement / Timeline
No.
1. Any company intending to seek voluntary de-Iisting from the Immediately after the Board Meeting /
Exchange shall intimate to the Exchange, immediately, of the intention decision taken by the sponsors.
of the majority security holders/sponsors to purchase all securities,
without exception, from all the security holders along with the reasons
thereof. Such intimation shall also include minimum price at which the
securities are proposed to be purchased.

2. Such intimation shall also include minimum price at which the

securities are proposed to be purchased.
Provided that the minimum purchase price proposed by the sponsors
will be the highest of the benchmark price based on any of the
following:
a) Current Market Price as of the date the exchange receives Exchange to determine as per formula.
the sponsors/ majority security holders intimation.
Exchange to determine as per formula.
b) Average Market Price (Annualized).
To be provided by the Company duly
certified by the auditors.
c) Intrinsic value per share (estimated net realizable value of
assets of the company) Exchange to determine as per formula.
d) Earnings Multiplier approach (for profitable companies). To be provided by the Company.

e) The maximum price at which the Sponsors had purchased

these shares from the open market in the preceding one
year. To be provided by the Company.
Explanation of Intrinsic value per share:
The intrinsic value per share will be determined on the basis
of revaluation of assets, carried out by professional evaluator
approved by Pakistan Banks’ Association (PBA), any
Investment Bank or Valuers having relevant expertise and
duly certified by the Auditors falling in Category ‘A’ or ‘B’ of
SBP list. The revaluation of assets carried out by the
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 evaluators shall not be older than six months from the date of
receipt of buy-back application. The intrinsic value may also
include any other factor in addition to tangible and intangible
assets of company, which may be considered appropriate by
the Exchange, while fixing price of shares.
3. Submission of Sponsors’ undertaking to the effect that: Within one week of intimation.
i. All material disclosures relating to the affairs of the company have
been made.
ii. To abide the Delisting Regulations pertaining to purchase of
shares the securities from other than sponsors.
iii. To purchase the securities owned by persons other than the
sponsors.

4. Formal application for de-listing with reasons thereof along with Along with Formal application for de-
prescribed fee and following documents / information: listing.

i) Undertaking from the Purchase Agent valid for 60 days;

ii) Consent of the Purchase Agent to act as purchase agent.

5. The Exchange to call a meeting of the relevant Committee to consider Committee Meeting date to be decided
the request of voluntary de-listing. upon fulfillment of point 4 above.

6. The representatives of the Sponsors having Authority Letter from the

Sponsors will appear before the Committee to negotiate the price for
voluntary de-listing of company. In a meeting, the representatives of
other stock exchanges where the company is also listed are called to
attend the meeting.

7. The final minimum purchase price of the securities to be de-Iisted To be determined in the Committee
shall be fixed with the approval of the Exchange. Meeting

At the same time the Exchange shall determine the minimum

percentage of securities to be purchased by sponsors to qualify for
de-Iisting and the same will be communicated to the company.
8. In case of disagreement of sponsors on minimum percentage of Appeal with the Commission within 10
securities to be purchased by the Exchange, the sponsors will file an days of receipt of communication of
appeal with the Commission within 10 days of receipt of such determination.
communication of such determination under intimation to the
Exchange. The decision taken by the Commission will be final and
binding.

9. Sponsors will give their revised price for purchase of shares as fixed Immediately after the Meeting of the
by the Exchange. Committee in order to circulate the
price fix by the Exchange to the market
participants.

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 The sponsors will be required to convey their acceptance/refusal to Within 7 days of conveying of the
the purchase price approved by the Exchange. relevant decision to them.

If the company wishes to appeal this decision to the Commission it Appeal to the Commission within 10
must do so within 10 days of the decision in which case not further days of decision.
steps will be taken on the de-listing application until the Commission
determines the purchase price.

10. The company shall call a general meeting of its security holders and 21 days’ notice period is required.
pass a special resolution approved by not less than ¾ of their number
present at such meeting resolving that the securities be de-Iisted on
the terms stipulated by the Exchange.
11. A copy of special resolution referred to above shall be sent to the Submitted immediately after the
Exchange immediately along with a complete list of holders of the EOGM.
security to be de-Iisted, containing information with regard to
securities held by the majority security holders and others, their
names/category, the number of securities and addresses.
12. Upon approval of the minimum purchase price in the general meeting
of the shareholders, the Bank guarantee of the Purchase Agent to
secure the obligation and the said bank guarantee will remain valid at
least 15 days from the expiry of the said open offer or when all
outstanding securities have been purchased by the majority security
holders whichever is earlier be submitted.

However, if purchase agent is a brokerage house / TREC holder of

Exchange and purchase amount does not exceed Rs. 2.5 million,
bank guarantee will be replaced with undertaking of such brokerage
house / TREC holder on prescribed format.

13. Submit the following information: Within 21 days after expiry of the
purchase period
a) Total number of issued securities
b) Securities owned by majority shareholders before the offer (with
percentage)
c) Securities bought under the option (with percentage)
d) Total securities currently owned by majority security holders (with
percentage)
e) Securities still outstanding with minority shareholders (with
percentage)
f) Amount of bank guarantee required @ Rs.___ per outstanding
security.
With regard to the outstanding ordinary shares identified in 12(e)
above, the sponsors shall continue to remain obliged to purchase the
same at the price approved by the Exchange for a period of 12 months
from the day following the expiry of initial buy-back period of 60-days

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 and the sponsors shall submit a bank guarantee valid for 12 months
in an amount and format acceptable to the Exchange to secure such
obligation.

Provided that the requirement of submission of bank guarantee will

not be applicable where a TREC Holder of the Exchange act as
purchase agent on behalf of the sponsors. In such a situation, the
purchase agent will be required to submit an undertaking in the format
prescribed by the Exchange.

14. Sponsors’ undertaking for the obligation that the sponsors remain Within 21 days after expiry of the
obliged to purchase the remaining / outstanding securities at am price purchase period
approved by the Exchange for the period of 12 months from the day
following the expiry of initial buy-back period of 60 days.

15. After receipt of the required (above- mentioned) documents and After expiry of 30 days
compliance of the relevant requirements as stipulated by the
Exchange, the securities of the company shall stand de-listed after a
period of 30 days.

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