By Rahat Aziz SA Associates Corporate Consultants & Trainers Background Concepts Links Companies Ordinance 1984 Security Exchange Ordinance 1969 Criteria Appendix 2 Procedure Reg. 1-15 Documents Appendix 1 The Companies (Issue of Capital) Rules 1996 Appendix 3. Book Building Appendix 4. CCG Reg. 35 De-Listing Reg. 30-31 IN CASE OF COMPANIES A Company should be a Public Company. Minimum paid up Capital is 200 (m). Not less than 500 Applications. PUBLIC ALLOCATION Minimum Paid-up Capital 250 m can be offered Rs.500 Million (50%) 250m or 25% of Capital More than Rs.500 Million (whichever is higher) Example: Capital is 700M, then: Rs.250M or Capital is 1200M, then: Rs.250M or 250 is higher 25%=300M 300 is higher 25%=175M Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates IN CASE OF MODARBA: 30% to sponsors, associates, friends and associated undertaking 70% to General public. Where 25% shares allocated sponsor etc, shares shall not be salable for a period of 6 months from the date of public subscription. Running company: Shares do not qualify, if its equity is eroded by 40% or more. APPENDIX -1 Copy of the certificate of incorporation. Copy of the conversion certificate of commencement of business. Copy of Feasibility Report, in case of a new project. Auditor’s Certificates under section 53 read with clause 28(1) of section 2 of Part-1 of the second schedule to the Companies Ordinance, 1984. The certificate shall also state Earning Per Share of the company for the last 5 years or for a shorter period if 5 years of the commencement of business are not completed. No Objection Certificates from the Underwriter(s) to the Issue/Offer, if any, on Form 4. Copies of all material contracts and agreements relating to the public issue/offer of shares and project, if any. Copy of consent letters from bankers to the issue/offer. APPENDIX 4 BRIEF ABOUT BOOK-BUILDING Book-Building is a process used by companies raising capital through Public Offerings. It is the practical mechanism for the quick and efficient management of public offerings. In general, it is an innovative method of marketing securities involving price determination and quantum of securities on the basis of the demand from the prospective shareholders. Rahat Aziz KTBA Workshop – 23 Jan 2014 SA Associates SECP guidelines defines Book-Building as “a mechanism of price determination through which indication of interest for investment in the shares offered by an issuer/offeror is collected from Institutional Investors and HNWI and a book is built which gives a picture of demand for the shares at different price levels. The strike price is determined based on the price at which demand for the share at the end of book building period is sufficient to raise the minimum capital required”. TOTAL PUBLIC ISSUE (i.e., net offer to the public) BOOK BUILDING METHOD FIXED PRICE METHOD not more than 75% of the total offer shall be allocated to institutional investors and HNWI not less than 25% of the total offer shall be allocated to the general public A public limited company or a body corporate which intends to issue shares to the general public under Section 57 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of its shares or an Offeror who intends to offer shares under Section 62 of the Companies Ordinance, 1984 and makes an application to a stock exchange for listing of such shares, where applicable, and is in compliance with Listing Regulations of the stock exchange, is eligible to issue/offer its shares through Book Building process subject to the following conditions not more than 75% of the total offer shall be allocated for offer through book building process to institutional investors and HNWI; and not less than 25% of the total offer shall be allocated for offer to the general public. Features Fixed Price Process Book-Building Process Pricing Price at which the securities are Price at which the securities are offered is not offered is known in advance to known in advance to the investors. Investors the investors. decide the price through tender method. Demand Demand for the securities is not Demand for the securities offered can be known until the close of the issue. known every day as the book is built. Payment 100% advance payment is required to be made by the investors at the time of application. Margin for bidding placed by : HNWIs ---------- Up to 100% of application money Institutions ------ not less than 25% of application money Successful bidders shall deposit the balance amount within seven working days of the close of bidding period. Appoint Lead Manager & Book Runner Submit Preliminary Prospectus to KSE & SECP for approval Circulate approved Preliminary Prospectus to Institutional Investors & HNWIs Publish advertisements & Conduct Awareness Campaign Open Escrow Account for the collection of Bid’s amount Ask for Bids on Price & Quantity of Securities Maintain an Order Book Determine the Strike Price in Consultation with the Issuer Firm up Underwriting Commitments Cont… Intimate Successful Bidders & make Provisional Allotment Collect the balance amount form successful Institutional Bidders Make Final Allotment of Securities Publish Final Prospectus containing the Offer Price Offer to General Public for subscription of securities Completion of Formalities Securities Issued & Listed on the Exchange Commencement of Trading Regulation 16-19 Regulation 20 & 21 Regulation 32 & 34 Regulation 36 Dividends. Meetings. Fee. Compliance with these regulations. Regulation: 22-24 Regulation: 25-29 30A 30B 30C 30D Buy Backing Price Conditions Procedure Time Frame 2003 1998 1995 1992 1990 Report of The the Greenbury Committee Hampel Committe Code of Best e Practice of the Cadbury Committee The Financial Reporting Council (FRC) 200 8 The Combined Code on Corporate Governance 2002 1996 Sarbanes–Oxley Act Report of the NACD blue ribbon commission on director professionalism 2012 2002 Code of Corporate Governance-SECP Code of Corporate Governance-SECP BOD STRUCTURE I, II, III 3 : 7% BOD COMMITTEE S XXIV, XXV, XXVII, XXVIII, XXIX, XXX 6 : 14% BOD RESPONSIBILI TIES, POWER, FUNCTION IV, V, IX, XI, XIV, XV, XVII (a), XL, XLI, XLII 10 : 24% REPORTING FRAMEWOR K OTHER ROLES X, XVI, XVII(b), XVIII, XIX, XX, XXI, XXII, XIXII VI, VII, VIII, XII, XIII, XIV, XXXI, XXXII, XXXIII, XXXIV, XXXV, XXXVI, XXXVII, XXXVIII, XXXIX 9 : 19% 15 : 36% CODE STRUCTURE: • Board Composition • • • • • (Br.Cp.) Board Responsibilities, Powers & function (Br.R.P.F) Board Meeting (Br. M) Board Related Management (Br.R.M) Board Committees (Br.Cm) Corporate Compliance & financial reporting frame work (Cr.Com & Fin.Rep.FW) At-least One Independent Preferably 1/3 of BOD Br. Cp. Executive not more than 1/3 of elected Dr. Non-Executive-Remaining Br. R.P.F Fiduciary Duty Professional standard & Corporate value. Vision/Mission Statement Significant Policies Sound Internal Control System Decision on Material Transaction Br. M Seven Days Notice Dissenting note Decision on Significant issues Related party transactions Br. R.M Chairman Chief Executive Officer Chief Financial Officer Company Secretary Head of Internal Audit Br. Cm. Audit Committee – its composition H.R. & Remuneration Committee – its composition Term of Reference Cr. Com & Fin. Rep. F.W Director Report Directors Remuneration Frequency of Fin. Rep. External Auditor Compliance with CG 30 CHAIRMAN OF BOARD HUMAN RESOURCE AND REMUNERATION COMMITTEE (HR&R) BOARD OF DIRECTORS AUDIT COMMITTEE CHIEF EXECUTIVE OFFICER (CEO) 31 COMPANY INFORMATION Annual Report 2011 32 08 – Directors 01 – Executive Director(CEO) 02 – Independent Directors 05 – Non-Executive Directors BOARD OF DIRECTORS (including Chairman of Board) Mazhar Karim Chairman Non-Executive Director Ahsan M. Saleem Chief Executive & Managing Director Mohammad Anwar Non-Executive Director Muhammad Abdul Aleem Non-Executive Director (Independent) Nasir Shafi Non-Executive Director S.M. Ehtishamullah Non-Executive Director Syed Zahid Hussain Non-Executive Director (Independent) 03 – Members. Zahid Bashir Non-Executive Director 01 – Independent Directors (as Chairman) AUDIT COMMITTEE 02 – Non-Executive Directors Muhammad Abdul Aleem Chairman Nasir Shafi Member S.M. Ehtishamullah Member Non-Executive Director (Independent) Non-Executive Director Non-Executive Director 33 02 – Members. 01 – Executive Directors (as Chairman) 01 – Non-Executive Directors HUMAN RESOURCE COMMITTEE Ahsan M. Saleem Chairman Chief Executive & Managing Director Nasir Shafi Member Non-Executive Director Must have 3 members at least and the Chairman should be a nonexecutive or independent director 34 COMPANY INFORMATION Annual Report 2011 35 08 – Directors 01 – Executive Director(CEO) 02 – Non-Executive 05 – Non-Executive(Independent) BOARD (including OF DIRECTORS Directors Chairman) Mr. Adil Matcheswala Chairman Non-Executive Director (Independent) Mr. Shahid Hameed Vice Chairman Non-Executive Director Mr. Kashif Shafi Khan Non-Executive Director (Independent) Mr. Naief Abdullatif S A Mohammad Non-Executive Director Mr. Aslam Khaliq Non-Executive Director (Independent) Syed Nadir Shah Non-Executive Director (Independent) Mr. Ahsen Ahmed Non-Executive Director (Independent) 03 – Members. Mr. Muhammad Kamran Nasir Chief Executive Officer 03 – Non-Executive (Independent) Directors AUDIT COMMITTEE (including Chairman) Mr. Adil Matcheswala Mr. Shahid Hameed Mr. Ahsen Ahmed Chairman Member Member Non-Executive Director (Independent) Non-Executive Director (Independent) Non-Executive Director (Independent) 36 03 – Members. 01 – Executive Directors 02 – Non-Executive (independent) Directors (including Chairman) COMPENSATION COMMITTEE Mr. Aslam Khaliq Mr. Mohd Kamran Nasir Mr. Shahid Hameed Chairman Member Member Non-Executive Director (Independent) Chief Executive Officer Non-Executive Director (Independent) 37 THANK YOU