Karachi: We would like to inform you that Competition Commission of Pakistan have accorded us their NOC for the acquisition of 51.40% shares of M/s. Bawany Sugar Mills Limited by Mr. Anver Majid and his family members vide their letter no. 395/CCP/Merger/2010 dated June 15th 2011 (copy of which is enclosed herewith for your ready reference).
We further inform you that Securities and Exchange Commission of Pakistan have also confirmed to us the fulfillment of formalities by us regarding the Substantial Acquisition of Voting Shares and Takeovers Ordinance 2002 and Listed Companies Substantial Acquisition of Voting Shares and Takeovers Regulations 2008 vide their letter no.EMD/To/03/2008-406 (copies of letter dated November 25th, 2010 and April 29, 2011 are enclosed) for your ready reference and necessary actions at your end.
We take the opportunity to bring your kind notice to our letter dated Dec 3rd, 2010 wherein we have informed you about the change of management of the company and the same has already been circulated to the members by you.
We kindly request you to circulate the above transaction of taking over of 51.40% shares of the company to the members.
No Objection Certificate
I am directed to refer to the pre-merger application dated 19 May 2011 and subsequent letter dated 10 June 2011 and to enclose herewith a ‘No Objection Certificate’ for the acquisition of 51% shares of M/s. Bawany Sugar Mills Limited by Mr. Khawaja Anver Majid and family members.
Substantial Acquisition of shares of Bawany Sugar Mills Limited
This is with reference to your letter dated April 26, 2011 in response to our letter dated April 25, 2011 and earlier correspondence on the subject.
On the basis of submissions made through you or your client directly regarding the captioned subject, I am directed to inform you that conditions mentioned in our clarification letter dated November 25, 2010 have been met.
Acquisition of Bawany Sugar Mills Limited
This is with reference to your letter dated November 25, 2010 regarding the captioned subject.
In view of the fact that more than 65% of the holders of voting shares respect of which the public offer is required to be made have agreed in writing that they will not be accepting such public offer and that the acquirer intends to set the minimum level of acceptances as provided by Regulations 14(2) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended) I am directed to inform you that the public offer as stipulated in Section 5 of the Takeovers Ordinance, 2002 read with Regulation 14 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (as amended) may not be made. However, please note that the acquirer is required to comply with the disclosure requirements of Section 5(2) of Takeovers Ordinance.
Furthermore, please note that the above consent is subject to submission of letters to this Commission, in original, from those shareholders who have communicated their intention of not participating in the public offer.
Change of Management
We have to inform you that as a result of change of management of the Company, the following Director(s) / Chief Executive Officer / Chief Financial Officer have been ceased to be the Director(s) / Chief Executive / Company Secretary / Chief Financial Officer with effect from 28th November 2010.
|Muhammad Qamar-uz-Zaman||Chief Executive Officer|
|Muhammad Aslam Khan||Director|
|Muhammad Ilyas Abdul Sattar||Director|
|Dawan Muhammad Masood Farooqui||Director|
|Hazrat Ali||Chief Financial Officer|
|Muhammad Hanif German||Company Secretary|
In place of the above outgoing Directors, Chief Executive, Chief Executive Officer, Company Secretary the under mentioned have joined the Company with effect from November 29, 2011.
|Khawaja Anver majid||Director|
|Khawaja Abdul Ghani Majid||Director|
|Mrs. Menanel Majid||Director|
|Khawaja Mustafa Zulqarnain Majid||Director and Chief Executive Officer|
|Khawaja Ali Kamal Majid||Director|
|Khawaja Nimr Majid||Director|
|Syed Zashan Ali Warai||Directors|
|Umer Bashir||Chief Financial Officer|
|Imran Hameed||Company Secretary|
For more information, contact:
Karachi Stock Exchange
Tel: +9221 111 001 122
Fax: +9221 3241 0825, +9221 3241 5136