ADVICE FOR GENERAL PUBLIC
INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS,
ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.5 BEFORE MAKING ANY INVESTMENT DECISION.
SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS' MONEY MAY BE
FOREFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015
AL SHAHEER CORPORATION LIMITED
FINAL PROSPECTUS
THIS ISSUE CONSISTS OF 25,000,000 ORDINARY SHARES (27.31% OF THE POST ISSUE PAID UP CAPITAL OF
AL SHAHEER CORPORATION LIMITED) OF FACE VALUE OF PKR 10.00/- EACH
BOOK BUILDING PORTION OF THE ISSUE COMPRISES OF 18,750,000 ORDINARY SHARES (75% OF THE TOTAL
ISSUE) AT A FLOOR PRICE OF PKR 43.00/- PER SHARE (INCLUDING A PREMIUM OF PKR 33.00/- PER SHARE)
GENERAL PUBLIC PORTION OF THE ISSUE COMPRISES OF 6,250,000 ORDINARY SHARES (25% OF THE TOTAL
ISSUE) AT AN ISSUE PRICE OF PKR 95.00/- PER SHARE (INCLUDING A PREMIUM OF PKR 85.00/- PER SHARE)
BIDDING PERIOD DATE: JUNE 10, 2015 TO JUNE 11, 2015 (BOTH DAYS INCLUSIVE)
FROM 9:00 A.M. TO 5:00 P.M.
DATE OF PUBLIC SUBSCRIPTION: FROM JULY 27, 2015 to JULY 29, 2015
(BOTH DAYS INCLUSIVE) DURING BANKING HOURS
JOINT LEAD MANAGERS, ARRANGERS & BOOK RUNNERS
BANKERS TO THE ISSUE
Askari Bank Limited
Bank Alfalah Limited
Dubai Islamic Bank Limited
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
MCB Bank Limited
Meezan Bank Limited
Soneri Bank Limited
Summit Bank Limited
United Bank Limited*
*In order to facilitate investors, United Bank Limited “UBL” is offering electronic submission of application (e-IPO) to its account
holders. UBL account holders can use UBL Net Banking to submit their application via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day
during the subscription period which will close at midnight on July 29, 2015.
BOOK BUILDING PORTION UNDERWRITTEN BY:
GENERAL PUBLIC PORTION UNDERWRITTEN BY:
AKD Securities Limited & Next Capital Limited have
underwritten 9,375,000 shares each calculating to a total of
18,750,000 shares.
Date of Publication of this Prospectus is June 30, 2015
Final Prospectus and Subscription Form can be downloaded from the following websites
i.e. www.alshaheer.net, www.akdsecurities.net and www.nextcapital.com.pk
For further queries you may contact:
Al Shaheer Corporation Limited – Mr. Mohammad Ashraf; Phone: +92-321-6600462; E-mail: mohammad.ashraf@alshaheer.net
Next Capital Limited – Mr. Umer Habib; Phone: +92-21-111-639-825 Ext: 114; E-mail: umer.habib@nextadvisors.com.pk
AKD Securities Limited – Ms. Eliya Hamid Syed; Phone: +92-21-3536-0533; E-mail: eliya.hamid@akdsecurities.net
Final Prospectus - Al Shaheer Corporation Limited
STATEMENT ON ISSUER’S ABSOLUTE RESPONSIBILITY
The Issue
The Issuer having made all reasonable inquiries accepts responsibility for the disclosure made in
this Prospectus and confirms that:
i.
This Prospectus contains all information with regards to the Issuer and the Issue, which is
material in the context of the Issue and nothing has been concealed;
ii.
The information contained in the Prospectus is true and correct to the best of our
knowledge and belief;
iii.
The opinions and intentions expressed herein are honestly held; and
iv.
There are no other facts and information, the omission of which makes this document as
a whole or any part thereof misleading.
For and on behalf of AL SHAHEER CORPORATION LIMITED:
-Sd______________________
KAMRAN AHMED KHALILI
Chief Executive Officer
1
-Sd____________________
MOHAMMAD ASHRAF
Company Secretary
Final Prospectus - Al Shaheer Corporation Limited
GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS
AKDS
ASC
CAGR
CDC / CDCPL
CDC Regulations
CDS
CNIC
COI
CPD
CRO
Collection Bank
EPS
FAO
FPI
FPCCI
FSSC
FTR
GDP
GoP
HACCP
HNWI
IPO
ISE
ISO
ITO
JAKIM
KSE
LSE
NICOP
NCL
NOC
NTR
Ordinance
PKR
QMS
RHS
ROA
ROE
SAFDA
SCRA
SECP
SEC
2
AKD Securities Limited
Al Shaheer Corporation Limited
Compound Annual Growth Rate
Central Depository Company of Pakistan Limited
Central Depository Company of Pakistan Limited Regulations
Central Depository System
Computerized National Identity Card
Certificate of Investment
Containers Per Day
Company Registration Office
Summit Bank Limited
Earnings Per Share
Food & Agriculture Organization of the United Nations
Foreign Portfolio Investment
Federation of Pakistan Chamber of Commerce and Industry
Food Safety System Certification
Final Tax Regime
Gross Domestic Products
Government of Pakistan
Hazard Analysis & Critical Control Points
High Net Worth Individual
Initial Public Offering
Islamabad Stock Exchange
International Organization for Standardization
Income Tax Ordinance, 2001
Jabatan Kemajuan Islam Malaysia
Karachi Stock Exchange Limited
Lahore Stock Exchange
National Identity Card for Overseas Pakistanis
Next Capital Limited
No Objection Certificate
Normal Tax Regime
The Companies Ordinance, 1984
Pakistan Rupee(s)
Quality Management System
Right Hand Side
Return on Assets
Return on Equity
Saudi Food Authority
Special Convertible Rupee Account
Securities & Exchange Commission of Pakistan
Socio Economic Class
E
R
TI
FI
C
Final Prospectus - Al Shaheer Corporation Limited
SGS
SST
TREC
UAE
UIN
URS
USD
UK
3
Société Générale de Surveillance
Sindh Sales Tax
Trading Right Entitlement Certificate
United Arab Emirates
Unique Identification Number
United Registration Service
United States Dollar
United Kingdom
Final Prospectus - Al Shaheer Corporation Limited
DEFINITIONS
Appendix 2
Appendix 2 of Chapter 5 of the Rule Book titled "Listing of Companies
and Securities Regulations" of KSE which relates to Issue / Offer of
Shares through Book Building
Appendix 4
Appendix 4 of the Listing Regulation of LSE & ISE which relates to Issue /
Offer of Shares through Book Building
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 offer
price and the number of shares applied for
Bid
An indication to make an offer during the bidding period by a Bidder to
subscribe to the Ordinary Shares of Al Shaheer Corporation Limited at a
price at or above the Floor Price including all the revisions thereto
Bidder
Any eligible prospective investor who makes a bid pursuant to the terms
of the Preliminary Prospectus and the Bidding Form
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 Collection Centre
Pre-determined locations where applications for bidding of shares are
collected by the Joint Book Runners on behalf of the Issuer including the
offices of Corporate Brokerage Houses, Scheduled Banks, Development
Financial Institutions and Investment Finance Companies, subject to
appointment of these institutions as agents by the Book Runner through
an agreement in writing for the purpose, with consent of the Issuer. For
this issue, address of the Bid Collection Centers are approved at Para
2.5(b) (xv)
Bidding Form
The standardized form prepared by the Joint Book Ruunners on behalf of
the Issuer for the purpose of making bids which will be considered as the
4
Final Prospectus - Al Shaheer Corporation Limited
application for subscription of Ordinary Shares out of the book building
portion
Bidding Period
The period during which bids for shares of the Company will be made by
Institutional Investors and HNWIs. The Bidding Period shall be of two
days, i.e. June 10, 2015 to June 11, 2015 (both days inclusive) (daily
from 9:00 a.m. to 5:00 p.m.)
Bidding Process Ending Date
The date after which the Joint Book Runners will not accept any bid for
the Book Building portion of the Issue which shall be tha last date of the
Bidding Period
Bidding Process Starting Date
The date on which the Joint Book Runners shall start accepting bids for
the Book Building portion of the Issue
Book Building
A mechanism of price determination through which indication of interest
for subscription of shares issued by the Company is collected from
Institutional Investors and HNWIs. Through this process a book is built
which gives an idea of demand for the shares at different price levels.
The strike price is determined based on the price at which demand for
shares at the end of book building period is sufficient to raise the
required amount
Book Building Account
An account opened by the Issuer with the Collection Bank(s). The Bidder
will pay the Margin Money/Bid Amount through demand draft, pay
order or online transfer in favor of this account as per the instructions
given in paragraph 2.11 and the balance of the Application Money, if
any, shall be paid through this account after successful allocation of
shares under Book Building
Company / Issuer
Al Shaheer Corporation Limited
Company Legal Advisor
Ms. Fehmida Shaikh Shabbir, Suite No. 511, Regal Trade Square
M.A. Jinnah Road, Karachi
Dutch Auction Method
The method through which the strike price is determined. Under this
method, all the bids are arranged in descending order along with the
number of shares bid for at each price level and the cumulative number
of shares bid for. The strike price is determined by lowering the price to
the extent that the total shares the Issuer intends to issue through the
Book Building process are subscribed
5
Final Prospectus - Al Shaheer Corporation Limited
e-IPO Facility
e-IPO facility is the facility through which investors can make application
for subscription of shares of the Company through internet. In order to
facilitate the investors, the Issuer has arranged provision of this facility
through United Bank Limited who is among the Bankers to the Issue
UBL's accountholders can use UBL net-banking to submit their
applications online via link:
http://www.ubldirect.com/corporate/ebank
Accountholders of UBL can submit their applications through the
above-mentioned link 24 hours a day during the subscription period
which will close at 12:00 midnight on July 29, 2015
Final Prospectus
A document containing all the information and disclosures as required
under the Ordinance together with disclosure of the strike price, results
of the Book Building, the date of publication of Prospectus and the
date(s) for subscription of shares out of the retail portion
Floor Price
The minimum price set by the Issuer for the issuance of shares which is
PKR 43.00/- per share. A bid placed below the Floor Price will not be
entertained by the Book Runner
General Public
All individual and institutional investors including both Pakistani
(residents & non-residents) and foreign investors
High Net Worth Individual
(HNWI)
Individual investor who applies or bids for shares of the value of PKR
1,000,000/- or above in the book building process
Institutional Investors
Both local and foreign institutional investors
Issue
Initial Public Offer of 25,000,000 Ordinary Shares representing 27.31% of
the total post IPO paid-up capital of the Company having a face value of
PKR 10.00/- each
Book Building Portion of the Issue comprises of 18,750,000 Ordinary
Shares (75% of the Total Issue) at a Floor Price of PKR 43.00/- per share
(including a premium of PKR 33.00/- per share)
Retail Portion of the Issue comprises of 6,250,000 Ordinary Shares (25%
of the Total Issue) at a Strike Price of PKR 95.00/- per share including a
premium of 85.00/- per share
6
Final Prospectus - Al Shaheer Corporation Limited
Joint Book Runners
AKD Securities Limited & Next Capital Limited
Joint Lead Managers &
Arrangers
AKD Securities Limited & Next Capital Limited
Limit Price
The maximum price a prospective institutional investor or HNWI is
willing to pay for a share under the Book Building process
Margin Money
The partial or total amount, as the case may be, paid by a Bidder at the
time of making a bid. In case of bids by the institutional investors it is
25% of the Bid Amount and in case of bids by HNWI investors it is 100%
of the Bid Amount
Ordinary Shares
Ordinary Shares of Al Shaheer Corporation Limited having face value of
PKR 10.00/- each unless otherwise specified in the context thereof
Preliminary Prospectus
The preliminary prospectus containing all the information and
disclosures as required under the Ordinance and the Listing Regulations
of the Karachi Stock Exchange, the Lahore Stock Excahnge & Islamabad
Stock Exchange approved by the Commission under section 88(1) of the
Securities Act, 2015 read with Section 87(2) thereof and circulated to the
Institutional Investors and HNWIs for inviting them for bidding of shares
out of Book Building portion through the Book Building process
Step Bid
A series of limit bids at increasing prices
Strike Price
The price of share determined / discovered on the basis of Book Building
process in the manner provided in the Listing of Companies and
Securities Regulations of the KSE, the Listing Regulations of LSE & ISE at
which the shares are issued to the successful Bidders. The Strike Price
determined through the Book Building process is PKR 95.00/- per share
Interpretation:
Any capitalized term contained in this Final 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.
7
Final Prospectus - Al Shaheer Corporation Limited
Table of Contents
Sr. Content
1
2
3
4
5
6.
7
8
9
10
11
12
13
APPROVALS AND LISTING ON THE STOCK EXCHANGE
BOOK BUILDING PROCEDURE
SHARE CAPITAL AND RELATED MATTERS
UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES
HISTORY AND PROSPECTS OF THE COMPANY – OVERVIEW
FINANCIAL INFORMATION
MANAGEMENT OF THE COMPANY
MISCELLANEOUS INFORMATION
APPLICATION & ALLOTMENT INSTRUCTIONS
BIDDING FORM OF AL SHAHEER CORPORATION LIMITED
SIGNATORIES TO THE PROSPECTUS
MEMORANDUM OF ASSOCIATION
APPLICATION FORM
8
Page No.
9
12
31
47
50
58
75
88
93
98
99
100
107
Final Prospectus - Al Shaheer Corporation Limited
PART 1
1
APPROVALS AND LISTING ON THE STOCK EXCHANGE
1.1
APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN
Approval of the Securities and Exchange Commission of Pakistan (“SECP” or the
“Commission”) as required under Section 88(1) of the Securities Act, 2015 read with
Section 87(2) thereof has been obtained by Al-Shaheer Corporation Limited (“ASC” or the
“Company”) for the issue, circulation and publication of this document (hereinafter
referred to as the “Prospectus”).
DISCLAIMER:
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES
NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY
AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARDS TO THEM BY THE ISSUER
AND/OR THE COMPANY IN THIS PROSPECTUS.
SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE,
CIRCULATION AND PUBLICATON OF THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS
ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR
OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE
ISSUE BEFORE BIDDING/SUBSCRIBING.
1.2
CLEARANCE OF THE PROSPECTUS BY THE KSE, LSE & ISE
The Prospectus of the Company has been cleared by the Karachi Stock Exchange Limited
(“KSE”) under regulation 5.5.7 of the KSE Rule Book, Lahore Stock Exchange Limited
(“LSE”) under clause 3.4 of Appendix 4 of the Listing Regulations of the LSE & Islamabad
Stock Exchange Limited (“ISE”) under clause 3.4 of Appendix 4 of the Listing Regulations
of the ISE.
DISCLAIMER:
 KSE, LSE & ISE HAVE NOT EVALUATED THE QUALITY OF THE ISSUE, AND THEIR
CLEARANCE SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME.
THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT
INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE
SUBSCRIBING.
 THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY
KSE, LSE & ISE.
9
Final Prospectus - Al Shaheer Corporation Limited





1.3
THE CONTENTS OF THIS PROSPECTUS DO NOT CONSTITUTE AN INVITATION BY KSE,
LSE & ISE TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER
FINANCIAL INSTRUMENT, 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 THE EXCHANGE.
IT IS CLARIFIED THAT INFORMATON IN THIS PROSPECTUS SHOULD NOT BE
CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY KSE, LSE & ISE AND MUST
NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.
KSE, LSE & ISE DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER
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 ACTION TAKEN,
BASED ON THIS DOCUMENT.
KSE, LSE & ISE NEITHER TAKE RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS
OF THIS PROSPECTUS NOR THE ABILITY OF THE COMPANY TO FULFILL ITS
OBLIGATION THEREUNDER.
ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT
BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.
LISTING ON THE KARACHI STOCK EXCHANGE, LAHORE STOCK EXCHANGE & ISLAMABAD
STOCK EXCHANGE LIMITED
Application has been submitted to the KSE, LSE & ISE for permission to deal in and for
quotation of the certificates of the Company.
If for any reason, the application for formal listing is not accepted by the Stock Excahnges,
the Company shall immediately publish a notice in the press to that effect and thereafter
the issuer undertakes to refund the application money to all applicants without
surcharge. However, and, if any such money is not repaid within eight days after the
company becomes liable to repay it, the directors of the company shall be jointly and
severally liable to repay that money from the expiration of the eighth day together with
surcharge at the rate of one and a half per cent for every month or part thereof from the
expiration of the eighth day and, in addition, to a fine not exceeding five thousand rupees
and in the case of a continuing offence to a further fine of one hundred rupees for every
day after the said eighth day on which the default continues in accordance with the
provisions of Section 72(2) of the Ordinance.
10
Final Prospectus - Al Shaheer Corporation Limited
1.4
CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
ISSUER
We being the Chief Executive Officer and Chief Financial Officer of the Company certify
that the Prospectus constitutes full, true and plain disclosures of all material facts relating
to the shares being offered through this Prospectus and that nothing has been concealed.
The information provided and disclosures made in this Prospectus contain no misleading
material.
For and on behalf of Al Shaheer Corporation Limited
-Sd______________________
KAMRAN AHMED KHALILI
Chief Executive Officer
11
-Sd______________________
MOHAMMAD ALI YOUSUF
Chief Financial Officer
Final Prospectus - Al Shaheer Corporation Limited
PART 2
2
BOOK BUILDING PROCEDURE
2.1
BRIEF ON THE ISSUE
The Present Issue
The Issuer is issuing 25,000,000 Ordinary Shares of the face value of PKR 10.00/- each
which constitutes 27.31% of the post-IPO paid-up capital of the Company.
The Issue is being made through the Book Building process at a Floor Price of PKR 43.00/per share (including a premium of PKR 33.00/- per share), whereby 75% of the total Issue
size i.e. 18,750,000 Ordinary Shares will be issued through the Book Building process to
Institutional Investors and High Net Worth Individuals ("HNWI") while the balance 25% of
the total Issue size i.e. 6,250,000 Ordinary Shares will be issued to the general public
through retail offer at or below the Strike Price.
In case the Book Building portion is not fully subscribed and the Issuer decides to go
ahead with the Issue, then the unsubscribed shares of the Book Building portion shall be
made part of the General Public portion (retail portion) of the Issue and shall be
underwritten at a price at which shares will be offered to the general public.
2.2
BOOK BUILDING PROCEDURE
Book Building is a process whereby investors bid for a specific number of shares at
various prices. The Joint Lead Managers & Book Runners with the consent of Issuer has
set the Floor Price which is the lowest price an investor can bid at. An order book of bids
from investors is maintained by the Book Runner, which is then used to determine the
Strike Price through the "Dutch Auction Method".
Under the Dutch Auction Method, the Strike Price is determined by lowering the price to
the extent that the total number of shares that the Issuer intends to issue through the
Book Building process is subscribed.
A bid by a potential investor can be a "Limit Bid", or a "Step Bid", which are explained
below:
Limit Bid: Limit bid is at the limit price, which is the maximum price an investor is willing
to pay for a specified number of shares.
In such a case a Bidder is stating a price at which he / she / it is willing to subscribe to a
specific number of shares. For example, a Bidder may bid for 0.50 million shares at PKR
45.00/- per share. In such a case the total application money would amount to PKR 22.5
12
Final Prospectus - Al Shaheer Corporation Limited
million. Since the Bidder has placed a limit of PKR 45.00/- per share, this indicates that he
/ she / it is willing to subscribe at or below PKR 45.00/- 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 step shall not be less than PKR
250,000/-.
When a Bidder is using the Step Bid strategy to place bids, the Bidder places a number of
limit bids at different increasing price levels. For example, make a bid for 0.50 million
shares at PKR 45.00/- per share, 0.45 million shares for PKR 46.00/- per share and 0.40
million shares for PKR 47.00/- per share may be placed by the Bidder. Therefore, in
essence the Bidder has placed one step bid which comprises of three limit bids, at
increasing prices. The total bid amount for this would be PKR 62.00 million. In case of
HNWI the bid amount is 100% of PKR 62.00 million i.e PKR 62.00 million whereas for
institutions it is 25% of PKR 62.00 million i.e. PKR 15.50 million
A SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID. HOWEVER, A BID CAN BE
REVISED.
THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS
FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONE
NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.
Once the bid period is over and the book has been built, the Issuer in consultation with
Joint Lead Managers and Book Runners shall determine the strike price.
Successful Bidders shall be intimated, within two (2) working days 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 seven (7) 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
him / her / it, the margin money deposited by such Bidder shall be forfeited to the Book
Runner under clause 8.11 of Appendix 2 of the Listing of Companies and Securities
Regulations of the KSE, clause 8.10 of Appendix 4 of the Listing Regulations of the LSE
and clause 8.11 of Appendix 4 of the Listing Regulations of the ISE.
AS PER REGULATION 8.16 OF APPENDIX 2 OF CHAPTER 5 OF THE KSE’S RULE BOOK,
REGULATION 8.15 OF THE LISTING REGULATION OF THE LSE AND REGULATION 8.16 OF
THE LISTING REGULATION OF THE ISE, THE SUCCESSFUL BIDDERS SHALL BE ISSUED
SHARES IN THE FORM OF BOOK-ENTRY SECURITIES TO BE CREDITED IN THEIR CDS
ACCOUNTS. ALL THE INSTITUTIONAL AND HNWI INVESTORS SHALL, THEREFORE,
PROVIDE THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION.
13
Final Prospectus - Al Shaheer Corporation Limited
2.3
JOINT LEAD MANAGERS AND ARRANGERS
AKD Securities Limited ("AKDS") and Next Capital Limited (“NCL”) have been mandated
by the Issuer to act as Joint Lead Managers & Arrangers to this Issue, which is being made
through the Book Building process as laid out in Appendix 2 of Chapter 5 of the KSE's Rule
Book regarding the Listing of Companies and Securities Regulations and Appendix 4 of the
Listing Regulations of the LSE & ISE.
2.4
JOINT BOOK RUNNERS
AKD Securities Limited ("AKDS") and Next Capital Limited (“NCL”) have been jointly
appointed by the Issuer as the Joint Book Runners to this Issue.
2.5
ROLE AND FUNCTIONS OF THE JOINT LEAD MANAGERS AND BOOK RUNNERS
The Joint Lead Managers to the Issue shall:
i.
ii.
iii.
iv.
v.
vi.
Conduct awareness campaigns through presentations, meetings, road shows etc.
jointly with the Book Runners;
Ensure that all disclosures as required under the Ordinance and the Appendix 2 of
Chapter 5 of the KSE's Rule Book regarding the Listing of Companies and Securities
Regulations and Appendix 4 of the Listing Regulations of the LSE & ISE have been
made;
Ensure that necessary infrastructure and electronic system / software is available to
collect bids and to carry out the Book Building process in a fair, efficient and
transparent manner;
Ensure that they have obtained on behalf of the Issuer, all approvals / consents /
NOCs relating to the Issue;
Publish an advertisement, approved by the Commission, in at least one Urdu and
one English daily Newspaper having wide circulation in the Federal and all the
provincial capitals, to invite the Institutional Investor and HNWI to participate in the
bidding process; and
Ensure that the Preliminary Prospectus will, after approval of the Commission, be
uploaded on the Book Runner's as well as on the Company's website.
The Joint Book Runners to the Issue shall:
i.
ii.
iii.
14
Conduct awareness campaigns through presentations, meetings, road shows etc.
jointly with the Joint Lead Managers;
Ensure that necessary infrastructure and electronic system / software is available to
collect bids and to carry out the Book Building process in a fair, efficient and
transparent manner;
Collect bid applications and applications' money, security / margin as the case may
be, from HNWI and the Institutional Investors in the manner as mentioned in the
Final Prospectus - Al Shaheer Corporation Limited
iv.
v.
vi.
vii.
viii.
ix.
x.
xi.
xii.
xiii.
xiv.
15
Appendix 2 of Chapter 5 of the KSE's Rule Book regarding Listing of Companies and
Securities Regulations, Appendix 4 of the Listing Regulations of the LSE & ISE and
place serial number, date and time on each bidding application at the time of
collection of the same from the Bidders;
Vet the bidding applications;
Build an order book showing demand for the shares at various prices levels;
Determine the strike price at the close of the bidding period;
Maintain record of the bids received for subscription of the shares;
Use the software for Book Building process developed by KSE, which is based on
Dutch Auction Methodology for display of the order book and determination of the
strike price, on the terms and conditions as may be agreed in writing between KSE
and the Joint Book Runners;
For information of the investors, in addition to live display of the order book on the
website of KSE, the same order book shall be simultaneously displayed on the
websites of LSE, ISE and the Joint Book Runners through a weblink till closing of the
Bidding Period;
Ensure that each bid application contains depository account number of the Bidder,
maintained with CDCPL wherein shares shall be credited in case the bid is successful;
Not accept multiple bids i.e. more than one bid application by the same person;
Enter into an Underwriting Agreement with the Issuer;
Circulate copies of the Preliminary Prospectus cleared by the Exchanges and
approved by the Commission along with the bidding forms to a maximum number of
prospective Institutional Investors and HNWIs, but not less than 10 in each category,
inviting them for participation in the bidding process;
Joint Book Runners have established bid collection centers at the following
addresses:
Karachi
Name:
Direct:
PABX:
FAX:
Email:
Address:
Website:
Mr. Umer Habib
+92-21-35169513
+92-21-111-639-825
+92-21-35292621
umer.habib@nextadvisors.com.pk
8th Floor, Horizon Tower, Plot # 2/6, Block III, Clifton, Karachi
www.nextcapital.com.pk
Name:
Direct:
PABX:
Fax:
Email:
Address:
Website:
Ms. Eliya Hamid Syed
+92-21-3536-0533
+92-21-111-253-111 Ext. 694
+92-21-3537-4291 & +92-21-3537-3211
eliya.hamid@akdsecurities.net
6th Floor, Continental Trade Centre, Block 8, Clifton, Karachi
www.akdsecurities.net
Final Prospectus - Al Shaheer Corporation Limited
xv.
2.6
Name:
Direct:
Fax:
Address:
Email:
Mr. Zubair Elahi
+92-21-35477680-81
+92-21-32413872
Room 801, Stock Exchange Building, I.I. Chundrigar Road, Karachi
zubair.ellahi@nextcapital.com.pk
Lahore
Name:
Direct:
Fax:
Address:
Email:
Mr. Zulqarnain Mahmood Khan
+92-42-35791281-88
+92-42-3579-1289
Office No. 43, A/S Zafar Ali Road, Aziz Avenue, Gulberg V, Lahore
zulqarnain.khan@nextcapital.com.pk
Name:
Direct:
PABX:
Fax:
Email:
Address:
Mr. Ehsan Ahmad Qureshi
+92-42-3628-0742, +92-42-3628-0743 & +92-42-3628-0744
+92-42-111-253-111
+92-42-3628-0745
ehsan.ahmad@akdtrade.com
Room No. 512/513, 5th Floor, Stock Exchange Building, Lahore
Islamabad
Name:
Direct:
PABX:
Fax:
Email:
Address:
Mr. Khalid Hussain
+92-51-2894325
+92-51-289-4321
+92-51-289-4323
malik.khalid@akdtrade.com
Office No. 303, ISE Tower, Jinnah Avenue, Blue Area, Islamabad
The Book Runners shall ensure that all the Bids received by the bid collection centers
are entered into the system developed by the KSE for the purpose of Book Building.
As per the criteria dated July 24, 2014 for Book Building issued by SECP, Bids
received shall be entered into the KSE's Book Building system till 5:00 pm and no
new bid including those received in the bid collection centers shall be entered into
the system after 5:00 pm. The bid(s) received / collected shall be entered into the
system immediately upon acceptance after vetting. Further, Bidders can withdraw
their bids any time till 5:00 pm but after 5:00 pm withdrawal shall not be allowed.
However, Bidders can revise their bids any time during the bidding period up to
05:00pm and on the last day of bidding till 07:00 pm.
OPENING AND CLOSING OF THE BIDDING PERIOD
The Bidding Period shall be for two working days .i.e. June 10, 2015 to June 11, 2015
(both days inclusive). The bidding will commence at 09:00 am on June 10, 2015 and will
close at 05:00 pm on June 11, 2015.
16
Final Prospectus - Al Shaheer Corporation Limited
2.7
BIDDING PROCESS STARTS ON
9:00 AM - JUNE 10, 2015
BIDDING PROCESS ENDS ON
5:00 PM - JUNE 11, 2015
ELIGIBILITY TO PARTICIPATE IN BIDDING
Eligible investors who can place their bids in the Book Building process are Institutional
Investors and HNWIs.


2.8
Institutional Investors include both local and foreign institutional investors
HNWI are individual investors who bid for shares of value of PKR 1,000,000/- (Pak
Rupees One Million Only) or above in the Book Building process
INFORMATION FOR BIDDERS
i.
The Preliminary Prospectus for issue of shares has been duly cleared by KSE, LSE & ISE
and approved by SECP.
ii.
The Preliminary Prospectus and the bidding forms can be obtained from the Registered
Office of Al Shaheer Corporation Limited, AKDS, NCL, and the designated Bid Collection
Centers. Preliminary Prospectus and bidding forms can also be downloaded from the
following websites of the Book Runners and the Company i.e. www.alshaheer.net;
www.akdsecurities.net and www.nextcapital.com.pk
iii.
Eligible investors who are interested in subscribing to the Ordinary Shares should
approach the Book Runners at the addresses provided in paragraph 2.5 for submitting
their Bids.
iv.
THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON OR
THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.5.
2.9
BIDDING FORM AND PROCEDURE FOR BIDDING
a)
Standardized Bidding Form has been prescribed by the Joint Book Runners. Bids shall be
submitted at the Bid Collection Centers in person or through fax number given in
paragraph 2.5 on the standard Bidding Form duly filled in and signed in duplicate. The
bidding 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 Bidding form, the Bidders are deemed to have
authorized the Issuer to make necessary changes in the Preliminary Prospectus as would
be required for finalizing and filing the Final Prospectus with the KSE, LSE, ISE and the
SECP, without prior or subsequent notice of such changes to the Bidders.
17
Final Prospectus - Al Shaheer Corporation Limited
c)
The bidding procedure under the Book Building process is outlined below:
i.
As required under clause 8.8 of Appendix 2 of Chapter 5 of the KSE's Rule Book regarding
the Listing of Companies and Securities Regulations of KSE, copy of approved Preliminary
Prospectus shall be circulated by the Joint Book Runners to a maximum number of
Institutional Investors and HNWIs, but not less than ten in each of the two categories
inviting them for participation in the bidding process. Copy of the Preliminary Prospectus
will also be placed on the websites of the Company, AKDS and NCL.
ii.
An advertisement, approved by the Commission, shall be published at least in one Urdu
and one English daily newspaper having wide circulation in the Federal and all the
provincial capitals, inviting Institutional Investors and HNWIs for participation in the
bidding.
iii.
A Book Building Account shall be opened by the Issuer for collection of the bid amounts.
The bid money of all the successful bids shall remain in the respective IPO accounts
specifically opened for this purpose till completion of the IPO and issuance of NOC by the
concerned stock exchange.
iv.
The Bidding 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.
v.
Bids shall be submitted through the bid collection centers or through fax numbers given
in paragraph 2.5 on the standard Bidding Form duly filled in and signed in duplicate. The
addresses for the bid collection centers are given in paragraph 2.5.
vi.
Bids can be placed at "limit price" or "step bid".
vii.
Bid money / margin money shall be deposited through demand draft, pay order in favor
of "IPO of Al Shaheer Corporation Limited - Book Building Account". For online transfer
the payment shall be made into A/C # 1-99-3-26001-714-106026 being maintained at
Summit Bank Business and Finance Center Branch with the Account Title "IPO of Al
Shaheer Corporation Limited - Book Building Account". Please note that online transfer
facility shall only be allowed for Summit Bank Limited customers.
viii.
The Joint Book Runners shall collect an amount of 100% of the application money as bid
money in respect of bids placed by HNWIs.
ix.
The Joint Book Runners shall collect an amount of not less than 25% of the application
money as margin money in respect of bids placed by Institutional Investors.
18
Final Prospectus - Al Shaheer Corporation Limited
x.
The Joint Book Runners may reject a bid placed by an Institutional Investor / HNWI for
reasons to be recorded in writing and the reasons should be disclosed to such Bidder
forthwith. Decision of the Joint Book Runners shall not be challengeable by the Bidder or
its associates.
xi.
The Joint Book Runners shall not accept the bids made at a bid price lower than the
Floor Price.
xii.
The Issuer and Joint Book Runners shall not accept a bid which is for more than 10% of
the Book Building portion except the bids by the associates of the Issuer. Bids from
associated persons or other related persons or parties of the Issuer, shall not be
accepted for shares in excess of five percent (5%) in aggregate of the size of the Book
Building portion. To check this threshold, the Issuer shall provide to the Joint Book
Runners and the Joint Book Runners shall obtain from the Issuer a list of associated
persons of the Issuer before commencement of the bidding period and the Joint Book
Runners shall make sure that the said list has been provided to the employee deployed
at the collection centers for collection of bids and entry thereof into the system.
xiii.
The Bidders will receive back the duplicate form upon submission of their bids which will
be proof of their bid submission. The Bidders shall not be provided with any receiving if a
duly filled duplicate form is not submitted along with the bid. In case of facsimile, a copy
of form with receiving will be faxed back to the Bidder.
xiv.
Bidders can revise and / or withdraw their bids during the Bidding Period (for details
please refer to paragraphs 2.15 and 2.17).
xv.
The Bidders shall provide a valid email address in the bid form so that the relevant ID,
password and form number can be emailed to them upon placement of the bid.
xvi.
The Joint Book Runners shall maintain a record of the bids received / rejected / revised /
withdrawn along with identities of the Bidder and evidence of the amount received.
xvii.
The Joint Book Runners shall ensure that all the bids received by the Bid Collection
Centers are entered into the system developed by KSE for the purpose of the Book
Building according to the procedure as per clause 8.6 of Appendix 2 of Chapter 5 of the
KSE's Rule Book regarding the Listing of Companies and Securities Regulations of KSE
and clause 8.6 of Appendix 4 of the Listing Regulations of the LSE & ISE. The system
shall be capable to display live an order book, in descending order with respect to the
bid price, showing the demand for shares at various prices and accumulative 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.
19
Final Prospectus - Al Shaheer Corporation Limited
xviii.
At the close of the Bidding Period, the Issuer, in consultation with Joint Lead Managers
and Book Runners shall determine the strike price on the basis of "Dutch Auction
Method".
xix.
Under Clause 8.11 of Appendix 2, where a successful Institutional Bidder defaults in
payment of shares allotted, the Margin Money deposited by such Institutional Bidder
shall be forfeited to the Book Runner.
xx.
Successful Bidders shall be intimated, within two (2) working days of the closing of the
bidding period, the strike price and the number of shares provisionally allotted to each of
them.
xxi.
The successful Institutional Bidders shall, within seven (7) working days of the closing of
the bidding period, deposit the balance amount as consideration against allotment of
shares.
xxii.
Margin money of unsuccessful Bidders will be refunded within three (3) working days of
the close of the bidding period.
xxiii.
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 issued at the time of issue of shares out of the general public portion (retail
portion) of the issue to successful applicants.
2.10
BANK ACCOUNT FOR BOOK BUILDING AND PUBLIC PORTION
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 (retail portion) of
the Issue.
The Bidders shall draw demand draft or pay order in favor of "IPO of Al Shaheer
Corporation Limited - Book Building Account" which has been opened at Summit Bank
Limited ("Collection Bank"). The Collection Bank shall keep and maintain the bid money in
the said account. The bid money of the successful bids shall remain in the respective IPO
accounts specifically opened for this purpose till completion of the IPO and issuance of
NOC by the concerned Stock Exchange.
2.11
PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft or pay order in favor of "IPO of Al Shaheer
Corporation Limited - Book Building Account" or online transfer into the respective IPO
account of the Issuer A/C No 1-99-3-26001-714-106026 maintained at Summit Bank
20
Final Prospectus - Al Shaheer Corporation Limited
Limited Business and Finance Centre and submit the demand draft, pay order or evidence
of online transfer at the designated bid collection center either in person or through
facsimile along with a duly filled in bidding form.
For online transfer the payment shall be made into A/C # 1-99-3-26001-714-106026
being maintained at Summit Bank Limited, Business and Finance Center - Account Title:
“IPO of Al Shaheer Corporation Limited - Book Building Account”. Please note that
online transfer facility shall only be allowed for customers of Summit Bank Limited.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION
CENTERS. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE
TRANSFER DRAWN / TRANSFER IN FAVOR OF "IPO OF AL SHAHEER CORPORATION
LIMITED - BOOK BUILDING ACCOUNT" IN A MANNER ACCEPTABLE TO THE BOOK
RUNNER.
Since the investors can bid for shares through "Limit Price", or "Step Bid" therefore
payment procedure is explained below for these methods.
2.12
PAYMENT FOR LIMIT PRICE
If investors are placing their bids through "limit price" then they shall deposit the margin
money based on the number of shares they are bidding for at their stated bid price.
For instance, if an investor is applying for 0.50 million shares at a price of PKR 50.00/- per
share, then the total application money would amount to PKR 25.00 million. In such a
case, (i) HNWIs shall deposit PKR 25.00 million in the Book Building account as the bid
amount which is 100% of PKR 25.00 million; and (ii) Institutional investors shall deposit at
least PKR 6.25 million in the Book Building account as the margin money which is 25% of
PKR 25.00 million.
2.13
PAYMENT FOR STEP BID
If an investor is placing a "step bid", which is a series of limit bids at increasing prices,
then he / she / it shall deposit the margin money / bid money based on the total number
of shares he / she / it is bidding for at his / her / its stated bid prices.
For instance, if the investor bids for 0.50 million shares at PKR 50.00/- per share, 0.25
million shares at PKR 51.00/- per share and 0.15 million shares at PKR 55.00/- per share,
then in essence the investor has placed one "step bid" comprising three limit bids at
increasing prices. The application money would amount to PKR 46 million, which is the
sum of the products of the number of shares bid for and the bid price of each limit bid. In
such a case (i) HNWIs shall deposit PKR 46 million in the Book Building Account as bid
amount which is 100% of PKR 46 million and (ii) Institutional investors shall deposit at
21
Final Prospectus - Al Shaheer Corporation Limited
least approx. PKR 11.50 million in the Book Building Account as margin money which is
25% of PKR 46 million.
2.14
PAYMENT FOR FOREIGN INVESTORS
Foreign investors may subscribe using their Special Convertible Rupee Accounts (SCRA),
as set out under Chapter 20 of the State Bank of Pakistan's Foreign Exchange Manual
2002. Under section 7(i) of Chapter 20, Companies issuing shares out of the new public
offers 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. This may also allow refunds from these accounts to
unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being
offered by the Company. 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 are no restrictions on repatriation
on sale (disinvestment) and dividend proceeds. Underlying client names/beneficial
owners are required to be disclosed at depository level.
Key documents required for Individuals are:
1. Account Opening Request
2. Passport / ID
General documentation required for opening of SCRA account by Corporate are:
1. Account Opening Request
2. Board Resolution and Signatories List
3. Passport / ID of Board of Directors
4. Passport / ID of all Authorized Signatories
5. Certificate of Incorporation (COI) Equivalent / Supporting Documents: Trade
Registry Certificate, Business Registration Certificate, Certificate of
Commencement of Business
6. Memorandum and Articles of Association
7. Withholding Tax Registration Certificate / Certificate of Country of Domicile of
Client
8. Latest Annual Report
9. List of Board of Directors
10. List of Shareholders (>10% Holdings) and Key Officers
It is however pertinent to note that the procedure and requirements of each institution
differs, hence it is advised to request the procedure from each relative institution.
22
Final Prospectus - Al Shaheer Corporation Limited
Payments made by foreign investors shall be supported by proof of receipt of foreign
currency through normal banking channels. Such a proof shall be submitted along with
the application by the foreign investors.
2.15
REVISION OF BIDS BY THE BIDDER
The Bidders shall have the right to revise their bids any time during the bidding period up
to 05:00 pm and on the last day of bidding till 07:00 pm. Online revision of the bids may
be allowed to the Bidders through system software. This will, however, be subject to the
condition that the Bidder shall comply with the requirements of bidding as disclosed
under Appendix 2 of KSE’s Rule Book and any other condition or procedure disclosed in
the Preliminary Prospectus.
2.16
REJECTION OF BIDS BY THE BOOK RUNNER
In terms of clause 8.4 of Appendix 2 of the KSE’s Rule Book and Appendix 4 of the Listing
Regulations of the LSE & ISE, the Book Runner may reject a bid placed by an institutional
investor / HNWI for reasons to be recorded in writing and the reasons should be
disclosed to such Bidder forthwith. Decision of Book Runner shall not be challengeable by
the Bidder or its associates.
2.17
WITHDRAWAL OF BIDS BY THE BIDDER
A Bidder has the right to withdraw a Bid from the bidding system any time during the
Bidding Period till 05:00 pm. Online withdrawal of the Bids may be allowed to the Bidders
through system software. This will however be subject to the condition that the Bidder
shall comply with the requirements of bidding as disclosed under Appendix 2 of the KSE’s
Rule Book, Appendix 4 of the Listing Regulations of the LSE & ISE, and any other condition
or procedure disclosed in the Preliminary Prospectus.
2.18
WITHDRAWAL OF ISSUE BY THE ISSUER
a) According to clause 3.10 of Appendix 2 of Chapter 5 of the KSE’s Rule Book, Appendix
4 of the Listing Regulations of the LSE & ISE and the criteria dated July 24, 2014 for
Book Building issued by SECP, in case the Issuer does not receive Bids at or above the
Floor Price for the minimum number of shares offered, they may withdraw the Issue.
The decision of withdrawal shall be taken within a period of not more than three (3)
working days from the closing of Bidding Period as required under clause 3.10 of
Appendix 2 of Chapter 5 of the KSE's Rule Book. However, if the Issuer decides to go
ahead with the Issue then the unsubscribed shares of the Book Building portion shall
be made part of the General Public portion (retail portion) and shall be offered to the
General Public at the Floor Price, i.e., PKR 43.00/- per share. These shares will be
underwritten as per the book building criteria of SECP. The shares subscribed under
23
Final Prospectus - Al Shaheer Corporation Limited
the Book Building portion will also be offered to the applicants at the Floor Price, i.e.
PKR 43.00/- per share.
b) The Issuer shall withdraw the Issue if the total bids are less than fifteen
c) The withdrawal shall be immediately intimated to the Commission and the
Exchange(s).
d) In case the Issue is withdrawn the Margin Money / Bid money will be refunded to
Bidders within three (03) working days of the decision of withdrawal without any
markup, interest etc.
2.19
MECHANISM FOR DETERMINING STRIKE PRICE
a) At the close of the bidding period, the Issuer, in consultation with the Joint Book Runners
shall determine the strike price on the basis of "Dutch Auction Method". Under this
methodology, the strike price is determined by lowering the price to the extent that the
total number of shares offered is subscribed.
b) The order book shall display the bid prices in a tabular form in descending order along
with the number of shares bid for and the cumulative number of shares at each price
level.
c) For the purpose of allotment of shares, the limit 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.
d) 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.
The mechanism for determination of the strike price can be understood by the following
illustration:
A. Number of shares being Offered through the Book Building: 18,750,000 Ordinary
Shares
B. Floor Price: PKR 43.00/- per share
C. Bidding Period: June 10, 2015 to June 11, 2015
D. Bidding Time: 9:00 am - 5:00 pm
E. Bid Withdrawal Time: 9:00 am - 5:00 pm
24
Final Prospectus - Al Shaheer Corporation Limited
F. Bidding Revision Time: Any time during bidding period upto 5:00 pm and on the
last day of bidding till 7:00 pm








At PKR 52.00/- per share, investors are willing to buy only 4.00 million shares. Since
14.75 million shares are still available, therefore the price will set lower.
At PKR 49.00/- per share, investors are willing to buy 2.00 million shares. Since 12.75
million shares are still available, therefore, the price will set lower.
At PKR 48.00/- per share, investors are willing to buy 4.00 million shares. Since 8.75
million shares are still available, the price will set lower.
At PKR 47.00/- per share, investors are willing to buy 4.00 million shares. Since 4.75
million shares are still available, therefore, the price will set lower.
At PKR 46.00/- per share, investors are willing to buy 3.00 million shares. Since 1.75
million shares are still available, therefore, the price will set lower.
At PKR 45.50/- per share, investors are willing to buy 1.00 million shares. Since 0.75
million shares are still available, therefore, the price will set lower.
At PKR 45.00/- per share, investors are willing to buy 1.00 million shares. Since after
bidding for 0.75 million shares at PKR 45.00/- per share no shares will be available
therefore the strike price will be set at PKR 45.00/- per share for the entire lot of 18.75
million shares.
The Bidders who have placed bids at prices above the strike price (which in this
illustration is PKR 45.00/- per share), will become entitled for allotment of shares at the
strike price and the differential would be refunded.
Investors, who have bid below PKR 45.00/- per share, do not qualify for allotment and
their money would be refunded.
25
Final Prospectus - Al Shaheer Corporation Limited
After allotment in the aforementioned manner, 0.75 million shares are still available for
allotment. These shares will be allotted to Bidders who have placed bid(s) at PKR 45.00/per share, however for the purpose of allotment of these 0.75 million shares preference
will be given to the Bidder who has placed the bid earlier.
2.20
BASIS FOR 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 allotted 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.
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 issue of shares out of the public portion (retail portion) of
the issue to successful applicants.
2.21
REFUND OF MARGIN MONEY
Investors who have bid lower than the strike price are not eligible for allotment of shares.
Margin money of the unsuccessful Bidders shall be refunded within three (3) working
days of the close of the bidding period as required under clause 8.12 of Appendix 2 of
Chapter 5 of the KSE’s Rule Book and Appendix 4 of the Listing Regulations of the LSE &
ISE. The Bidders, who have made bids at prices above the strike price, will be allotted
shares at the strike price and the differential will be refunded within three (3) working
days of the closing of the Bidding Period.
2.22
UNDERWRITING
After determination of the strike price the Joint Book Runners 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 Joint Book Runners would
underwrite at the strike price and the Underwriting Commission / Fee to be charged.
26
Final Prospectus - Al Shaheer Corporation Limited
2.23
PUBLICATION OF FINAL PROSPECTUS
The Underwriting Agreements for the public portion shall be finalized within ten (10)
working days from closing of the Bidding Period.
Upon finalization of the Underwriting Agreements, the Joint Lead Managers shall, within
ten (10) working days from the date of closing of the Bidding Period, submit an
application to the Stock Exchange for allocation of dates for publication of the Final
Prospectus and subscription of shares by the general public.
The Final Prospectus in full or in abridged form must be published within seventeen (17)
working days of the closing of the Bidding Period in the manner as specified in Section
88(3) & (4) of Securities Act, 2015 .
Public subscription for the shares shall be held at any date(s) within thirty days (30) of the
publication of the Final Prospectus but not earlier than seven (7) days of such publication.
2.24
ADDRESSES OF BID COLLECTION CENTERS
Bid Collection Centers have been established at Karachi, Lahore and Islamabad to collect
the bids for the Book Building portion of the issue by Al Shaheer Corporation Limited in
order to provide convenient access to Bidders to participate in the bidding process.
Addresses, details of contact persons and fax numbers of the Bid Collection Centers are
given in paragraph 2.5.
27
Final Prospectus - Al Shaheer Corporation Limited
2.25
STATEMENT BY ISSUER
March 27, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi
The Managing Director
Lahore Stock Exchange Limited
Lahore Stock Exchange Building
19 - Khayaban-e-Aiwan-e-Iqbal
Lahore
The Managing Director
Islamabad Stock Exchange Limited
Islamabad Stock Exchange Tower
55-B Jinnah Avenue
Islamabad
On behalf of the Company, I 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, the Listing Regulations of Lahore Stock Exchange Limited and the
Listing Regulations of Islamabad Stock Exchange Limited has been disclosed in the Prospectus and
that whatever is stated in Prospectus and the supporting documents is true and correct to the
best of our knowledge and belief and that nothing has been concealed.
For and on behalf of Al Shaheer Corporation Limited:
-Sd___________________
Kamran Ahmed Khalili
Chief Executive Officer
28
Final Prospectus - Al Shaheer Corporation Limited
2.26
STATEMENT BY JOINT LEAD MANAGERS & ARRANGERS
March 18, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi
The Managing Director
Lahore Stock Exchange Limited
Lahore Stock Exchange Building
19 - Khayaban-e-Aiwan-e-Iqbal
Lahore
The Managing Director
Islamabad Stock Exchange Limited
Islamabad Stock Exchange Tower
55-B Jinnah Avenue
Islamabad
Being mandated as Joint Lead Managers & Arrangers to this Initial Public Offering of Al Shaheer
Corporation Limited through the Book Building process, we confirm that all material information
as required under the Companies Ordinance, 1984 and Appendix 2 of the Listing of Companies
and Securities Regulations of the Karachi Stock Exchange Limited, Listing Regulations of Lahore
Stock Exchange Limited and the Listing Regulations of Islamabad Stock Exchange Limited has been
disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting
documents is true and correct to the best of our knowledge and belief and that nothing has been
concealed.
For and on behalf of
Next Capital Limited:
For and on behalf of
AKD Securities Limited:
-Sd_____________________
Muhammad Asif Najmee
CFO & Company Secretary
-Sd______________________
Syed Khurram Shahid
SVP / Head
Investment Banking
29
Final Prospectus - Al Shaheer Corporation Limited
2.27
STATEMENT BY JOINT BOOK RUNNERS
March 18, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi
The Managing Director
Lahore Stock Exchange Limited
Lahore Stock Exchange Building
19 - Khayaban-e-Aiwan-e-Iqbal
Lahore
The Managing Director
Islamabad Stock Exchange Limited
Islamabad Stock Exchange Tower
55-B Jinnah Avenue
Islamabad
Being mandated as Book Runner to this Initial Public Offering of Al Shaheer Corporation
Limited through the Book Building process, we confirm that all material information as
required under the Companies Ordinance, 1984 and Appendix 2 of the Listing of Companies
and Securities Regulations of the Karachi Stock Exchange Limited, the Listing Regulations of
Lahore Stock Exchange Limited and the Listing Regulations of Islamabad Stock Exchange
Limited has been disclosed in this Prospectus and that whatever is stated in Prospectus and
in the supporting documents is true and correct to the best of our knowledge and belief
and that nothing has been concealed.
For and on behalf of
Next Capital Limited:
For and on behalf of
AKD Securities Limited:
-Sd_____________________
Muhammad Asif Najmee
CFO & Company Secretary
-Sd_____________________
Syed Khurram Shahid
SVP / Head
Investment Banking
30
Final Prospectus - Al Shaheer Corporation Limited
PART 3
3
3.1
SHARE CAPITAL AND RELATED MATTERS
SHARE CAPITAL
Number of Shares
Face Value (PKR)
Premium (PKR)
Total (PKR)
1,500,000,000
-
1,500,000,000
15,000
-
15,000
27,457,590
162,631,306
190,088,896
21,934,160
137,571,051
159,505,211
356,003,410
-
356,003,410
260,000,000
-
260,000,000
665,410,160
Face Value (PKR)
300,202,357
Premium (PKR)
965,612,517
Total (PKR)
24,391,768
4,772,501
2,150,600
1,554,252
32,869,121
THE EXISTING SUBSCRIBED, ISSUED &
PAID UP CAPITAL OF THE COMPANY
IS HELD AS FOLLOWS:
Directors / Sponsors
Kamran Ahmed Khalili
Naveed Godil
Muhammad Ali
Noorur Rahman Abid
Shares held by Directors/Sponsors
243,917,680
47,725,010
21,506,000
15,542,520
328,691,210
40,665,600
42,805,876
83,471,477
284,583,280
57,725,010
21,506,000
58,348,396
412,162,687
4,772,501
3,673,508
1,291,036
9,737,045
Sponsors
Shaikh Qaisar
Aftab Zahoor Raja
Rehan Mansoor Khawaja
Shares held by Sponsors
47,725,010
36,735,080
12,910,360
97,370,450
1,429,885
1,075
1,075
1,075
1,433,110
22,501,740
66,541,016
Directors
Adeeb Ahmed
Qaysar Alam
Rizwan Jamil
Rukhsana Asghar
Shares held by Directors
Other Shareholders
Total
14,298,850
10,750
10,750
10,750
14,331,100
225,017,400
665,410,160
150,000,000
1,500
2,745,759
2,193,416
35,600,341
26,000,000
66,541,016
Number of Shares
AUTHORIZED CAPITAL
Ordinary Shares of PKR 10/-each
ISSUED, SUBSCRIBED AND PAID UP
CAPITAL OF THE COMPANY
Issued for Cash: Ordinary Shares of PKR 10/each
Issued for Cash: Ordinary Shares of PKR 10/each
Issued for Cash: Ordinary Shares of PKR 10/each
Issued for Bonus: Ordinary Shares of PKR 10/each
Issued for Other than Cash: Ordinary Shares
of PKR 10/- each *
Total
47,725,010
36,735,080
12,910,360
97,370,450
39,380,665
39,380,665
177,350,216
300,202,357
53,679,515
10,750
10,750
10,750
53,711,765
402,367,616
965,612,517
* These shares were issued to various shareholders including two current directors of the Company, Mr.
Kamran Ahmed Khalili (9,313,200 Ordinary Shares) and Mr. Naveed Godil (3,242,200 Ordinary Shares) during
the financial year 2012 against takeover of the assets of the existing business of firms Messrs Al Shaheer
Corporation and Messrs Meat One. Clause 8(iv) of the Companies (Issue of Capital) Rules, 1996 was
applicable and the Company complied with all the requirements of the said provision. There has been no
issue of share otherwise than in cash other than those mentioned above.
31
Final Prospectus - Al Shaheer Corporation Limited
Present Issue
Number of
Face Value
Premium
Shares
(PKR)
(PKR)
The present Issue of 25,000,000 Ordinary Shares (27.31% of the post-IPO Paid-up Capital)
having par value of PKR 10.00/- each is being made as under:
Total PKR)
18,750,000
Allocation to Institutions / HNWI
investors through Book Building process
at a strike price of PKR 95/- each
187,500,000
1,593,750,000
1,781,250,000
6,250,000
25,000,000
91,541,016
General Public
Total Present Issue
Grand Total
62,500,000
250,000,000
915,410,160
531,250,000
2,125,000,000
2,425,202,357
593,750,000
2,375,000,000
3,340,612,517
NOTES:
i.
In accordance with the provision of Clause 3 (II) (i) of the Companies (Issue of Capital)
Rules, 1996, the fixed capital expenditure related to poultry and meat processing shall be
financed entirely by equity;
ii.
In accordance with the provision of Clause 3 (II) (ii) of the Companies (Issue of Capital)
Rules, 1996, the expansion plan for poultry and meat processing has been appraised by a
financial institution; The provision of Clause 3 (II) (iii) of the Companies (Issue of Capital)
Rules, 1996 is not applicable as the Company is implementing a brownfield project and
not a greenfield project;
iii.
In accordance with the provision of Clause 3 (II) (iv) of the Companies (Issue of Capital)
Rules, 1996, the Book Building Portion will be fully underwritten by AKD Securities
Limited and Next Capital Limited, while the General Public portion shall also be fully
underwritten;
iv.
In accordance with the provision of Clause 3 (II) (v) of The Companies (Issue of Capital)
Rules, 1996, the Sponsors, in aggregate, shall retain at least 25% of their shareholding in
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;
v.
As per Regulation 5.4.5 of the Listing of Companies and Securities Regulations of KSE,
Clause 6A(7) of the LSE Listing Regulations & Clause 6B (6) of the ISE Listing Regulations,
Sponsors shareholding in excess of 25% shall not be saleable for a period of six months
from the date of public subscription. However, the Sponsors have agreed that inorder to show
their commitment to the long term sustainability of the Company, Sponsor shareholding in exess of
25% will not be sold for atleast one (1) year.
vi.
As per Regulation 5.4.5 of the Listing of Companies and Securities Regulations of KSE,
Shares held by the Shareholders other than the Sponsors & Directors of the Company
shall not be saleable for a period of one (1) year from the date of public subscription;
vii.
In case the Book Building portion is not fully subscribed and the Issuer decides to go
ahead with the Issue, the unsubscribed shares of the Book Building portion shall be made
32
Final Prospectus - Al Shaheer Corporation Limited
part of the General Public portion (retail portion) of the Issue and shall be underwritten
at a price offered to the General Public;
Quarterly progress reports related to the implementation of Poultry and Meat Processing
projects shall be submitted to KSE, LSE, ISE and SECP.
viii.
3.1 A
ALLOCATION OF SHARES UNDER BOOK BUILDING
S.No.
Category
Number of shares allocated
through book building
1
Individuals
2
Commercial Banks
-
0.0%
3
DFIs
-
0.0%
4
Leasing Companies
-
0.0%
5
Mutual Funds
499,000
2.7%
6
Provident/pension funds
118,500
0.6%
7
Insurance Companies
150,000
0.8%
8
Others
9,014,967
48.1%
18,750,000
100.0%
Total
3.2
%age
8,967,533
47.8%
OPENING AND CLOSING OF SUBSCRIPTION LIST
The subscription list will open at the commencement of banking hours on July 27, 2015
and will close on July 29, 2015 at the close of banking hours. Please note that online
applications can be submitted 24 hours during the subscription period which will close
at 12:00 midnight on July 29, 2015.
In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility
through United Bank Limited ("UBL") that is among the Bankers to the Issue. The
accountholders of UBL can use UBL net-banking to submit their applications online via
link http://www.ubldirect.com/corporate/ebank.
3.3
INVESTOR ELIGIBILITY FOR PUBLIC ISSUE
a. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities
including Pakistani Nationality;
b. Foreign nationals whether living in or outside Pakistan;
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.
33
Final Prospectus - Al Shaheer Corporation Limited
3.4
FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS
Non-resident Pakistani investors and foreign investors may subscribe for the shares being
issued through this Prospectus by using their Special Convertible Rupee Account
("SCRA"). For further 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 offers 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
offered by the Company. 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 are no restrictions on repatriation
on sale (disinvestment) and dividend proceeds. Underlying client names / beneficial
owners are required to be disclosed at depository level.
Key documents required for Individuals are:
1. Account Opening Request
2. Passport / ID
General documentation required for opening of SCRA account by Corporate are:
1. Account Opening Request
2. Board Resolution and Signatories List
3. Passport / ID of Board of Directors
4. Passport / ID of all Authorized Signatories
5. Certificate of Incorporation (COI) Equivalent / Supporting Documents: Trade Registry
Certificate, Business Registration Certificate, Certificate of Commencement of Business
6. Memorandum and Articles of Association
7. Withholding Tax Registration Certificate / Certificate of Country of Domicile of Client
8. Latest Annual Report
9. List of Board of Directors
10. List of Shareholders (>10% Holdings) and Key Officers
It is however pertinent to note that the procedure and requirements of each institution
differs, hence it is advised to request the procedure from each relative institution.
Payments made by foreign investor 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
34
Final Prospectus - Al Shaheer Corporation Limited
3.5
MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF
THE PUBLIC PORTION OF THE ISSUE
The basis and conditions for allotment to the general public shall be as follows:
35
a.
Application for shares below the total value of PKR 47,500 (PKR 95 x 500 Shares)
shall not be entertained.
b.
The minimum amount of application for subscription of 500 ordinary shares is
PKR 47,500 (PKR 95 x 500 Shares).
c.
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.
d.
SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND
SUCH APPLICATIONS' MONEY MAY BE FOREFEITED UNDER SECTION 87(8) OF
THE SECURITIES ACT, 2015
e.
If the shares offered 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 offered
to them, the distribution shall be made by computer balloting, in the presence of
the representatives of the Exchange in the following manner:
i.
If all applications for 500 shares can be accommodated, then all such
applications shall be accommodated first.
ii.
If all applications for 500 shares cannot be accommodated then balloting
will be conducted among applications for 500 shares only.
iii.
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.
iv.
If all applications for 1,000 shares cannot be accommodated then balloting
will be conducted among applications for 1,000 shares only.
v.
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.
Final Prospectus - Al Shaheer Corporation Limited
g.
vi.
If all applications for 1,500 shares cannot be accommodated then balloting
will be conducted among applications for 1,500 shares only.
vii.
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.
After the allotment in the above mentioned manner, the balance shares, if any,
shall be allotted in the following manner:
i. 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 the
remaining shares shall be allotted on pro-rata basis.
ii. If the remaining shares are not sufficient to accommodate all the remaining
applications for at least 2,000 shares, then balloting shall be conducted for
allocation of 2,000 shares to each applicant.
iii. If the issue is oversubscribed in terms of amount only then the allotment of
shares shall be made on the following basis:
First preference will be given to the applicants who applied for 500 shares;
Next preference will be given to the applicants who applied for 1,000 shares;
Next preference will be given to the applicants who applied for 1,500 shares; and
Next preference will be given to the applicants who applied for 2,000 shares.
iv. After allotment of the shares in the above mentioned manner, the balance
shares, if any, shall be allotted on a pro-rata basis to the applicants who applied
for more than 2,000 shares.
v. Allotment of shares will be subject to scrutiny of the applications for subscription.
vi. Applications which do not meet with the above requirements or which are
incomplete will be rejected.
3.6
REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
The Company shall take a decision within ten (10) days of the closure of subscription list
as to which applications have been accepted or are successful and refund the money in
cases of unaccepted or unsuccessful applications within ten (10) days of the date of such
decision, as required under Section 71 of the Ordinance.
36
Final Prospectus - Al Shaheer Corporation Limited
As per sub-section (2) of Section 71 of the Ordinance, if refund as required under subsection (1) of Section 71 of the Ordinance is not made within the time specified therein,
the Issuer shall be severally liable to repay the money with surcharge at the rate of 1.5%
for every month or part thereof from the expiration of the 15th day and, in addition, to a
fine not exceeding PKR 5,000/- and in case of continuing offense to a further fine not
exceeding PKR 100/- per day after the said 15th day on which the default continues.
Provided that the Issuer shall not be liable if it is proved that the default in making the
refund was not due to any misconduct or negligence on its part.
3.7
ISSUE AND DISPATCH OF SHARE CERTIFICATES
The Company will dispatch share certificates to successful applicants through their
Bankers to the Issue or by crediting the respective Central Depository System ("CDS")
accounts of the successful applicants within thirty (30) days of the close of public
subscription as per Listing of Companies and Securities Regulations of the KSE, LSE & ISE.
Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of
physical scripts on the basis of option exercised by the successful applicants. Shares in the
physical scripts shall be dispatched to the Bankers to the Issue within thirty (30) days
from the date of close of subscription list, whereas scrip less shares; shall be directly
credited through Book entry in the respective accounts maintained with the CDCPL.
The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the
relevant columns of the Application Form. In order to exercise the scrip-less option, the
applicant(s) should have CDS account at the time of subscription. If the Company defaults
in complying with the above requirements, it shall pay the Stock Exchanges a penalty of
PKR 5,000/- per day for every day during which the default continues.
The name of the Company will also be notified to the TRE Certificate holders of the Stock
Exchanges and placed on the web site of the Stock Exchanges.
3.8
TRANSFER OF SHARES
i.
PHYSICAL SHARES
Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall
not refuse to transfer any fully paid share unless the transfer deed is, for any reason,
defective or invalid or is not accompanied by the relevant share certificate. Provided that
the Company shall within thirty (30) days from the date on which 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.
37
Final Prospectus - Al Shaheer Corporation Limited
ii.
TRANSFER UNDER BOOK ENTRY SYSTEM
The shares maintained in 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.
3.9
SHARES ISSUED IN PRECEDING YEARS
S.No
No. of Shares Issued Par Value (PKR)
Premium
Per Share
(PKR) Per Share Consideration
Total Amount including Premium(PKR) Date of Issue
1
1500
10
Cash
15,000
30-Jun-12
2
26,000,000
10
Other than Cash *
260,000,000
30-Jun-12
3
2,745,759
10
59.23
Cash
190,088,896
30-Dec-14
4
2,193,456
10
62.72
Cash
159,505,211
16-Feb-15
5
35,600,341
10
Bonus
356,003,410
20-Feb-15
Total
66,541,016
965,612,517
* These shares were issued to various shareholders including two existing directors of the
Company Mr. Kamran Ahmed Khalili (9,313,200 ordinary shares) and Mr. Naveed Godil
(3,242,200 Ordinary shares) during the financial year 2012 against takeover of the assets
of the existing business of firms Messrs. Al Shaheer Corporation and Messrs. Meat One.
Clause 8 (iv) of the Companies (Issue of Capital) 1996 was applicable and the Company
complied with all the requirements of the said provision. There has been no issue of
shares otherwise than in cash other than those mentioned above.
Other than the above mentioned shares, there has been no issuance of shares since the
incorporation of the Company.
3.10
PRINCIPAL PURPOSE OF THE ISSUE
The proceeds of the IPO will be utilized for the following:
 Poultry Business & Meat Processing Factory
 Extension of Retail Network
 Working Capital
A. Poultry Business & Meat Processing Factory
Poultry is one of the largest agro based sectors of Pakistan and a major source of protein
consumption in the country. It is cheap, widely available and has grown at an annual rate
of 12% with a turnover of Rs. 700 billion. The Company aims to establish a fully vertically
integrated poultry enterprise, from the hatchery to final production at Bedeyan road,
Lahore. These will be set up along modern lines comprising an automated chicken
processing plant. Once processed into various cuts, the meat will be supplied to their
existing network of retail shops, distributed to modern trade as frozen meat and sent to
the Company’s further processing plant for value addition at Bedeyan road, Lahore. The
aim is to achieve cost efficiencies that will eventually translate into improve profitability
and shareholder value. The project implementation schedule is given below. Commercial
production is expected in FY17.
38
Final Prospectus - Al Shaheer Corporation Limited
Project Milestones
Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Apr-16 Jan-17 Mar-17 Apr-17 Jun-17
Land Purchase
Design & Drawing
Approval for Construction
Ground Breaking
Purchase of Equipment
Arrival of Equipment
Completion of Installation
Trial Production
Commercial Production
The Plant (storic chicken slaughter line) will be imported from the Netherlands and will be
brand new. Total electrical load will be 500KVA including cold room and freezers. The
Plant will have a capacity of 5,000 birds per hour. The Company has SGS Halal and Jama
Mansoora Lahore Certification.
The Company is also planning to establish a meat processing facility that will produce
frozen, ready to cook products. These products will have a one year longer shelf life and
will be distributed across the chain of retail shops and super markets throughout the
country. Processed meat is a volumetric business just like fresh meat retail but with
significantly higher margins.
The overall cost of both projects is given below:
Poultry and Meat Processing Plant
Land 8 Acres @ 5,000,000 per acre
Construction PKR 1,500 per sq feet @ 50,000 sq feet
Stork Chicken Slaughter Line (5000 birds per hour) - Already Purchased
Blast Freezer
Spiral Freezer
Air Chilling System
Cold Rooms
Plant Design
Plant Installation
Miscellaneous
Total Cost for Poultry Business
Total cost of Meat Processing Plant
Working Capital
Total Cost
Cost in PKR
40,000,000
75,000,000
60,000,000
50,000,000
20,000,000
10,000,000
10,000,000
5,000,000
15,000,000
10,000,000
295,000,000
85,000,000
200,000,000
580,000,000
B. Extension of Retail Network
The Company is in the process of expanding its retail network in Karachi, Lahore and
Islamabad to have a strong nationwide presence. The Company plans to open 35 retail
outlets / store-within-store under the brand names of “Meat One” and “Khaas”.
Retail Network Expansion
Furniture & Fitting,Equipment & Misc Per Outlet
A
No. of Outlets to be Opened
B
Total Cost for Network Expansion
A*B
39
Cost in PKR
5,728,570
35
200,500,000
Final Prospectus - Al Shaheer Corporation Limited
C. Working Capital
PKR 294.5 million will be used to fulfill short term working capital requirements
Particulars
Investment in Poultry & Meat Processing Plant
Extension of Retail Network
Working Capital
Total
Amount (PKR)
580,000,000
200,500,000
294,500,000
1,075,000,000
The break up of funds utilized above has been based on full subscription at the Floor Price
of PKR 43 per share. Any excess funds received due to full subscription above the Floor
Price will be utilized towards meeting further working capital requirements, as required
over time.
3.11
INTEREST OF SHAREHOLDERS
None of the holders of the issued shares of the Company have any special or other
interest in the property or profits of the Company other than as holders of the Ordinary
shares in the capital of the Company.
3.12
DIVIDEND POLICY
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 dividends but no dividend shall
exceed the amount recommended by the Directors. Dividend, if declared in the general
meeting, 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 dividend shall be
paid otherwise than out of the profits of the Company for the year or any other
undistributed profits.
No unpaid dividend shall bear interest or mark-up against the Company. The dividends
shall be paid within the period laid down in the Ordinance.
Those applicants who intend that their cash dividend, if any, is directly credited in their
Bank Account, must fill-in the relevant part of the Shares Subscription Form under the
heading, "Dividend Mandate Option".
3.13
ELIGIBILITY FOR DIVIDEND
The shares issued shall rank pari-passu with the existing shares in all matters of the
Company, including the right to such bonus or right issues, and dividend as may be
declared by the Company subsequent to the date of issue of such shares.
40
Final Prospectus - Al Shaheer Corporation Limited
3.14
DEDUCTION OF ZAKAT
Income Distribution will be subject to deduction of Zakat at source, as may be applicable
from time to time (except where the Ordinance does not apply to any shareholder or
where such shareholder is otherwise exempt or has claimed exemption from payment/
deduction of Zakat in terms of and as provided in that Ordinance).
3.15
CAPITAL GAINS TAX
Capital gains derived from the sale of listed securities are taxable in the following manner
under Section 37A of Income Tax Ordinance, 2001:
Tax Rate
Holding Period of Securities
Sr No
Tax Year Less than 12 Months
1
3.16
2015
More than 12 months
More than
and less than 24 months 24 months
12.50%
10%
0%
WITHHOLDING TAX ON DIVIDENDS
Dividend distribution to shareholders will be subject to withholding tax under section 150
of the Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of
the said Ordinance or any time to time amendments therein. In terms of the provision of
Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and
final liability in respect of such profits in case of individuals only. The following are the
rates:
(a) For Filer of Income Tax Returns: 10.00%
(b) For Non-filer of Income Tax Returns: 15.00%
3.17
INCOME TAX
Income from local sales is taxable under Normal Tax Regime (NTR). Applicable tax rate is
33%. Income Tax on export sales is taxable at 1% under the Final Tax Regime (FTR).
3.18
DEFERRED TAXATION
Deferred tax is accounted for using the balance sheet liability method in respect of all
temporary differences arising from differences between the carrying amount of assets
and liabilities in the financial statements and the corresponding tax bases used in the
computation of the taxable profit. Deferred tax liabilities are generally recognized for all
taxable temporary differences and deferred tax assets are recognized to the extent that is
probable that taxable profits will be available against which the deductible temporary
differences, unused tax losses and tax credits can be utilized.
41
Final Prospectus - Al Shaheer Corporation Limited
As of audited accounts of 1HFY15, the Company has Deferred Tax Asset of PKR
17,774,901/-.
3.19
SALES TAX
Local sales are exempt as per Sixth Schedule of the Sales Tax Act, 1990. All exports are
taxable at zero percent.
3.20
SINDH SALES TAX ON SALE/PURCHASE OF SHARES
Under the constitution of Pakistan and Articles 49 of the 7th NFC Award the Government
of Sindh has promulgated the Sindh Sales Tax on Service Act, 2011 (Sindh Act No. XII of
2011) (the Act) which has taken effect from July 2011. The Sindh Revenue Board
Constituted under the Act (Sindh Act No. XI of 2010) administers and regulates the levy
and collection of the Sindh Sales Tax ("SST") on the taxable services provided or rendered
in Sindh.
The value of taxable services for the purpose of levy of sales tax is the gross commission
charged from clients in respect of purchase or sale of shares in a Stock Exchange under
section 41(1) of the Sindh Sales Tax Rules, 2011, dated 30th June 2011 The Second
Schedule of the Act levies a sales tax on Brokerage at the rate of 15%. The sales tax is
withheld as per the requirements of Sindh Sales Tax Special Procedure (Withholding)
Rules, 2011.
3.21
CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES
Pursuant to amendments made in the (Finance Act, 1989) through Finance
(Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax
will be applicable on the purchase value of shares.
3.22
TAX CREDIT FOR INVESTMENT IN IPO
Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a
Company, shall be entitled to a tax credit for a tax year in respect of the cost of acquiring
in the year new shares offered to the public by a public Company listed on a stock
exchange in Pakistan, provided the resident person is the original allottee of the shares or
the shares are acquired from the Privatization Commission of Pakistan
As per Section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding
shares has been designated as 24 months to avail the tax credit.
42
Final Prospectus - Al Shaheer Corporation Limited
3.23
TAX CREDIT FOR ENLISTMENT
Under Section 65C of the Income tax Ordinance, 2001, tax credit at 15% of the tax
payable shall be allowed for the tax year in which a Company is listed on a Stock
Exchange in Pakistan.
3.24
TAX ON BONUS SHARES
As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5% of the value
of “bonus shares” determined on the basis of the day end ex-price on the first day of
book closure shall be collected by the Company issuing the “bonus shares”, which will be
the final tax liability on such income of the shareholder.
3.25
JUSTIFICATION FOR PREMIUM
3.25.1 Strong Growth in Sales
The Company has been able to grow value and volume sales by a 4 year CAGR of 35% and
17% respectively. This has been due to the Company’s ability to increase its presence in
export markets as well as locally through its branded retail network. Going forward, this
strong volumetric and value growth in sales is expected to continue due to launching of
new outlets in the local market and increased market share in the global meat trade by
capturing market share in existing markets and entering new markets such as Egypt, Iraq
and China.
5,000
4,443
4,500
4,000
6,000
3,500
2,799
3,000
3,103
5,000
2,186
2,500
4,000
2,000
1,500
8,000
7,000
3,000
1,330
2,000
1,000
1,000
500
-
2010
2011
2012
Sales (PKR Mn)
2013
2014
Sales (CPD) - RHS
3.25.2 Non-Cyclical Business
Exports Segment
Al Shaheer operates a diverse set of business segments, namely Exports, Retail, and
Institutional Sales. Al Shaheer exports fresh meat to its international customers such as
LULU Supermarkets, Carrefour, Fatima Supermarkets e.t.c., based primarily in the Middle
East, throughout the year and the export business, which has a 77% approx contribution
to the Company’s topline, has witnessed very little or no seasonal impact on the top line
since the commencement of operations in 2008. Likewise, the demand for Pakistani beef
43
Final Prospectus - Al Shaheer Corporation Limited
and mutton has grown1 through the years and the Company is well positioned to
capitalize on this growing demand. Likewise demand for Pakistani beef and mutton has
grown by approximately 20% in 2013 and 12.5% in 2014.
Retail Segment
The local market does witness some cyclical trends post Eid-ul-Azha as meat buying falls
due to the sacrifice meat stored with households. However, the impact on the Company’s
local retail business is minimal due to the introduction of Qurbani Services by our local
retail brand.
Qurbani Segment
Qurbani service enables customers to delegate their sacrifice to Al Shaheer, and while it
offers customers peace of mind in terms of quality and value for money, it also enables
the Company to generate positive cash flows ahead of the regular market slow down,
effectively balancing off any cyclical impacts. The Qurbani service has been very
successful with more and more customers choosing to avail the services every year since
its launch in 2011. The service is being provided in Karachi, Lahore and Islamabad.
Particulars
No of Qurbani Portions Ordered
Average Price per Portion
Revenue (PKR mn)
Gross Profit (PKR mn)
Gross Margin
FY12
2,648
14,993
39.7
9.9
25%
FY13
3,339
15,574
52.0
15.1
29%
FY14
3,830
18,277
70.0
23.1
33%
3.25.3 US Dollar Hedge
Almost 77% of the Company’s revenue is denominated in US dollar. This offers a very
viable hedge against the devaluation of Pakistani Rupee vis-a-vis the US dollar, which has
been an almost continuous trend for the past several years as shown below. Historically,
the Rupee has devalued 8.6% against US $ per annum for the past 7 years.
FY08
PKR:USD
62.7
FY09
78.6
FY10
83.8
FY11
85.5
FY12
89.2
FY13
96.8
FY14
102.8
CAGR
8.59%
3.25.4 Established Supply Chain
Al Shaheer has established a strong supply chain to supply both the local and export
markets. For the cattle, the Company has strong ties with professional cattle buyers who
visit cattle markets and buy live cattle for us through procurement arrangements.
Additionally, they have their own team of dedicated cattle buyers as well. These buyers
purchase cattle generally a couple of days before the animals are slaughtered for both
divisions and are regularly monitored regarding their performance.
1
http://www.trademap.org/Country_SelProductCountry_TS.aspx
44
Final Prospectus - Al Shaheer Corporation Limited
Over the years emphasis during the past few years has been to reduce dependence on
external suppliers and almost 45% of the buying activity is conducted by the Company’s
in-house procurement teams who are strategically stationed near various cattle markets
and have access to quality cattle in large numbers. In order to ensure health and quality
of the cattle, the Company employes trained procurement personnel who are
experienced to identify the right vendors for quality and health checks. Slaughtering and
processing of cattle is done in the Company owned slaughtering house situated Gadap
Town, Karachi, Sindh. The meat is processed in various cuts, as per the customer
requirements and thereafter is transported to the cargo pick up depots of major airlines
such as Emirates and PIA. Agreements with Emirates and PIA allow the company to
seamlessly export meat on a daily basis. LULU Supermarkets and Carrefour are two of the
leading buyers in the export segment and the Company has had a long relationship with
both parties for the supply of meat.
For local sales, fresh meat is transported via road on a daily basis to established retail
outlets of Meat One and Khaas. Currently, the retail strength is 32 outlets which will be
expanded in the coming years to have stronger nationwide presence. Remains of the
cattle are disposed locally via the Company’s own supply chain stakeholders.
3.25.5 Experienced and Dedicated Management
The Company has a team of dedicated and ambitious individuals, working with an
unflinching commitment to deliver results and value to customers. They are well versed
in managing the challenges of the meat business and have honed their skills and
knowledge of the meat sector through the years. They have intimate knowledge of the
challenges and opportunities associated with the country’s meat sector and most of the
executives have studied at the nation’s premier business schools and have sound
business acumen. Additionally, the experienced Board plays a vital role in representing
the interest of the shareholders. They have extensive experience in their respective
sectors and continue to invest their expertise with the Company.
45
Final Prospectus - Al Shaheer Corporation Limited
3.25.6 Growth Initiatives
Export Segment
For exports, the Company is actively seeking out new markets for their products including
Egypt, Iraq and China being few of such markets.
A delegation from Egypt had visited Pakistan in May 2014 to inspect various abattoirs in
the country and Al Shaheer was recently approved for export to Egypt. The country
imported meat to the tune of 240,000 MT CWE in 2014, a bulk of which was imported
buffalo meat from India. Pakistani Beef can become a viable alternative to Indian Buffalo
meat for the Egyptian consumer as the former is better in terms of quality.
Retail Segment
In addition to the export markets, there is immense business potential in the local meat
sector as well. Pakistan's goat meat consumption of 779,000 tons in 2011-12 ranks it
among the top 3 in the world. 1.7 million tons of beef consumption in Pakistan is ranked
9th amongst beef consuming nations. In addition, 834,000 tons of poultry meat
consumption puts it among the world's top 20. Although meat consumption in Pakistan is
rising, it remains very low by world standards. At just 18 Kg per person per annum, it is
less than half of the world average of 42 Kg per capita meat consumption reported by the
FAO.
To cater to this growing local demand the Company expects to retail outlets nationwide
as well as partner with 3rd party retailers to increase their presence.
3.25.7 Discount to Peer Group
Based on valuation multiples of listed consumer companies in Pakistan, at a price of PKR
95/- share, the Company is at a discount to its peers.
EFOODS
NATF
NESTLE
UPFL
Dec-14
11577.62
888.83
766.60
15.10
1.16
148.25
127.86
9.82
Jun-14
2207.92
704.94
51.80
42.62
13.61
355.35
26.11
8.34
Dec-14
12627.63
7929.27
45.35
278.45
174.85
10,200.00
58.34
36.63
Dec-14
783.40
1171.82
6.16
127.18
190.23
7,695.00
40.45
60.51
Key Financials (FY2014)
Year End
Total Equity (PKR mn)
Profit for the year (PKR mn)
Total Shares OS (mn Shares)
Book Value per Share
Annual EPS (PKR)
Closing Price (as of 23rd June'15)
P / E (x)
P / B (x)
*Number of shares outstanding as at year end Jun-14 have been used for comparability. Pre-IPO shares were 66.5 million
46
Peer Group
Average
63.19
28.82
ASCL
Jun-14
1039.00
73.36
26.00*
39.96
2.82
95.00
33.67
2.38
Final Prospectus - Al Shaheer Corporation Limited
PART 4
4
UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES
4.1
UNDERWRITING
BOOK BUILDING PORTION
AKD Securities Limited and Next Capital Limited have been mandated as the Joint Book
Runners to the Issue. The Joint Book Runners will underwrite the Book Building portion of
the Issue which comprises of 75% of the 25,000,000 Ordinary Shares within two (2)
working days of the closing of the bidding period as required under Clause 5 of Appendix
2 of the Listing of Companies and Securities Regulations of KSE, Appendix 4 of the Listing
Regulations of the LSE & ISE at the strike price determined through the Book Building
process. In the opinion of the Directors, the resources of the Underwriters are sufficient
to discharge their underwriting commitments / obligations.
PUBLIC PORTION
As required under Clause 6 of Appendix 2 of the Listing of Companies and Securities
Regulations of KSE, Appendix 4 of the Listing Regulations of the LSE & ISE and rule 4(iii) of
the Companies (Issue of Capital) Rules, 1996, the General Public portion of the Issue,
6,250,000 Ordinary Shares has been underwritten as under:
Name of Underwriter
Pearl Securities Limited
Pak Oman Investment Company Limited
Soneri Bank Limited
Summit Bank Limited
Number of Shares
Underwritten
3,150,000
1,050,000
1,000,000
1,050,000
Amount
Underwritten (PKR)
299,250,000/99,750,000/95,000,000/99,750,000/-
If, and to the extent the Ordinary Shares underwritten are not subscribed and paid for in
full by the closing date for the public subscription, the Underwriters in terms of the
underwriting agreements will, within 10 working days of being called upon to do so by
the Company, (i) subscribe and take up against full payment in cash or (ii) procure
subscribers to subscribe and take up against full payment in cash, the shares remained
unsubscribed subject to the maximum number of the shares underwritten by each of
them.
In opinion of the Directors, the resources of the Underwriters are sufficient to discharge
their underwriting commitments.
47
Final Prospectus - Al Shaheer Corporation Limited
4.2
UNDERWRITING COMMISSION
BOOK BUILDING PORTION
The Joint Book Runners will be paid underwriting commission at the rate of 0.25% of the
Book Building portion of the Issue.
PUBLIC PORTION
The Underwriters will be paid an underwriting commission of 1.50% of the amount
underwritten by them. In addition, a take-up commission of 1.50% shall be paid to the
underwriters on the value of shares taken up by them by virtue of their respective
underwriting commitments/obligations.
4.3
BUY BACK / REPURCHASE AGREEMENT
THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE
AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC
ISSUE.
ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY
BUY BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR
ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK/RE-PURCHASE
SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.
4.4
COMMISSION TO THE BANKERS OF THE ISSUE
Commission at the rate of 0.50% of the amount collected on allotment in respect of
successful applicants will be paid by the Company to the Bankers to the Issue for services
to be rendered by them in connection with the public issue, plus out-of-pocket expenses,
if any.
4.5
BROKERAGE
For this Issue, brokerage shall be paid to the TRE Certificate Holders of KSE, LSE and ISE at
the rate of 1.00% of the value of shares (including premium if any) on successful
applications of both Book Building and General Public Subscription. No brokerage shall be
payable in respect of shares taken up by the Underwriters by virtue of their underwriting
commitments.
48
Final Prospectus - Al Shaheer Corporation Limited
4.6
ESTIMATED EXPENSE OF THE ISSUE
Expenses to the issue are estimated not to exceed PKR 63,586,084/- based on Floor
Price. The break-up of these preliminary expenses is given below:
Expenses to the Issue
Underwriting Commission - Book Building*
Rate
0.25%
Amount (PKR)
2,015,625
Underwriting Commission - General Public
1.50%
4,031,250
Take-up Commission - General Public
1.50%
4,031,250
Commission to Bankers to the Issue - General Public
0.50%
1,343,750
2,500,000
Commission to Bankers to the Issue - Book Building
285,000
Bankers to the Issue - Out of Pocket
TREC Holders of the Stock Exchanges
1.00%
10,750,000
Book Runners Fee
0.75%
6,046,875
Lead Management & Arrangement Fee
2.00%
21,500,000
3,000,000
Printing, Publication of Prospectus / Application Forms
KSE Listing Fee & Charges:
- Initial Listing Fee
831,410
- Annual Listing Fee
441,190
50,000
- Service Charges
LSE Listing Fee & Charges:
- Initial Listing
831,410
-Fee
Annual Listing
226,914
50,000
-Fee
Service Charges
ISE Listing Fee & Charges:
- Initial Listing
831,410
-Fee
Annual Listing
65,000
-Fee
Service Charges
10,000
KSE Software Charges for Book Building
500,000
CDC Annual Fees for Eligible Security
150,000
CDC Fresh Issue Fee
SECP Application & Processing Fees
Legal & Professional Charges
Balloters & Share Registrar Fees etc.
Miscellaneous Costs
Total
0.16%
1,720,000
200,000
1,000,000
175,000
1,000,000
63,586,084
* These amounts represent the maximum possible costs under these heads based on Floor Price
49
Final Prospectus - Al Shaheer Corporation Limited
PART 5
5
HISTORY AND PROSPECTS OF THE COMPANY – OVERVIEW
5.1
COMPANY HISTORY
Al Shaheer Corporation Limited is a household name in Pakistan’s burgeoning formal meat
industry and is the only player in the formal meat industry with its own branded retail network.
The Company was Established in 2008 as a partnership and converted into a private limited
company on 29th of June 2012 with registered office at G5/5 3rd Floor, Mansoor Tower, Block-8
Shahrah-e-Roomi, Clifton, Karachi. The Company’s vision is to become a global leader in the halal
food sector, the Company has grown from humble beginnings into a company that occupies a
leading position as a fresh meat exporter and retailer in Pakistan.
Responding to increased consumer demand for halal meat products, the Company serves a wide
range of customers, both internationally and domestically. The Company exports fresh beef and
mutton to some of the largest distributors in the Middle East and operates a nationwide network
of meat shops, retailing fresh beef, mutton, poultry and ready to cook products of the highest
quality that consumers know and trust.
The Company’s meat processing facility is HACCP certified, which mandates strict monitoring of
each step of the food production process in order to control major food risks such as
microbiological, chemical and physical contaminants. HACCP has been endorsed by leading
international bodies such as the National Academy of Science and Codex Alimentarius as the best
process control system available today. In addition to this, the slaughtering facility has been
audited and approved for export by delegations from Saudi Arabia and UAE after they were fully
satisfied with the systems and quality controls at the Company’s abattoir. ASC also has a team of
dedicated and trained veterinarians that are tasked with maintaining quality assurance standards
at the facility.
With more than 550 plus employees and US$ 45 million in annual revenue, operations are
conducted in 3 business segments: Meat Exports, Meat Retail, Institutional Meat Sales and a
subsidiary company recently incorporated Al Shaheer Farms (Pvt.) Limited. The Company has
achieved a CAGR of 27% in the past 5 years in terms of revenue and is in the process of rapidly
expanding its corporate footprint.
Mission Statement
To become a GLOBAL LEADER in the FOOD INDUSTRY by providing HALAL and HYGIENICALLY
processed products to MANKIND.
Vision Statement
The Company’s vision is to become a leader in the global halal meat trade.
50
Final Prospectus - Al Shaheer Corporation Limited
From a family business to a national corporation, the Company stands committed to serve the
needs of its customers and exceed their expectations.
Key Milestones
1. The Company was established in 2008 with a vision to become a leading exporter of Halal
meat from Pakistan. Started exporting to UAE.
2. Annual revenues grew at a steady pace reached at USD 5 million approx and the
Company witnessed significant financial growth by 2009.
3. The Company expanded into new markets in the Middle East by 2010. Turnover reached
USD 14 Million approx. Received the ISO 9000 certification and received an award for
export performance from Federation of Pakistan Chambers of Commerce & Industry
(FPCCI) the same year. The Company introduced its retail meat brand, Meat One in
Karachi, Pakistan.
4. The Company went on to become one of the largest meat exporters (USD 23 million out
of USD 150 million of total meat exports from Pakistan) from Pakistan by 2011. Annual
turnover reached USD 23 Million. The Company began exporting fresh meat to Bahrain,
Kuwait and Qatar. Achieved ISO 22000 certification and received an award for best export
performance for the year 2010-11 from FPCCI.
5. Annual turnover approached USD 29 Million by 2012. The Company was awarded Halal
Food Certification from SGS Pakistan. Hosted audits for the Saudi Food Authority (SAFDA)
of the abattoir in an effort to gain access to the Saudi Arabian market.
6. The Company was cleared to export to Saudi Arabia in 2013. Annual turnover increased
to USD 32 million. Major meat distributors of Saudi became company’s customer.
7. In 2014, the Company further penetrated into Saudi market. The annual turnover
increased to USD 45 million. A new local brand, catering to the mass market segment was
launched with the name of Khaas the same year. The Company expanded its retail
presence and opened outlets in Lahore and Islamabad.
Awards and Certifications
Al Shaheer Corporation Limited has received the following awards and certifications:
Certifications:

Al Shaheer currently possesses municipality licenses to export meat to some of the most
lucrative markets in the region, including Dubai and Saudi Arabia.

ISO 9001:2008 QMS

ISO 9001:22000 FSSC

HACCP

PS 3733:2013

JAKIM Halal Certificate
51
Final Prospectus - Al Shaheer Corporation Limited
Awards:



The “Best Export Performance Awards” in 2009, 2010, 2012 and 2013 and 2014 in the
category of fresh and frozen meat from the FPCCI.
The “Safe Food 2009” and “Safe Food 2010” award by URS, for quality and hygiene of its
products and systems. The award has brought Al Shaheer in the list of quality food
manufacturers like Unilever and Nestle.
The “Best Emerging Brand of the Year 2009” award by the Exhibitor (Pvt.) Ltd.
Business Divisions and Product Overview

Export / Slaughter House
The export division is the primary segment of the Company, comprising 77% approx of the
topline in 2014. The Company is certified to export fresh meat to some of the largest
regional markets in the Middle East. For the export business segment, the Company sources
local cattle and slaughters them at its state of the art abattoir. The meat carcasses are
transported in specially designed refrigerated trucks from the factory to the airport and
subsequently delivered to international clients via air freight as per their orders and
requirements. The Company presently exports to UAE, Bahrain, Oman, Kuwait and Saudi
Arabia.
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
2012
2013
2014
Export Sales PKR Mn
The fresh beef and mutton exports end up at some of the largest stores in the Middle East,
including LULU and Carrefour in Dubai. The Company’s abattoir has been inspected and
approved for export by inspection teams from the UAE, Saudi Arabia and Egypt and is ISO
9001:2000, ISO 9001:22000 and HACCP certified. Apart from the existing capacity to send
chilled and fresh meat via air freight to international clients, the Company added a deboning facility along with blast freezers to the abattoir. The Company can now export bone
less, frozen meat via sea to major regional markets as well.
The daily slaughtering capacity stands at 60 tons for beef and 80 tons for mutton, while
actual capacity utilization was 24 tons for beef and 6 tons for mutton respectively in 2014.
The spare capacity will be used to serve requirements of new customers.
52
Final Prospectus - Al Shaheer Corporation Limited

Meat One
Meat One is a chain of specialty meat shops, introduced in 2010, after Al Shaheer saw
immense potential for modern and upscale butcher shops in a country where 95% of the
meat is sold through the “wet” market or road side butchers. Meat One represents a
paradigm shift in Pakistan’s meat sector and seeks to fully tap into a market segment that
actively seeks a hassle free and pleasant meat buying experience along with consistent
quality. Meat One provides quality meat with live butchery, and offers convenience via its
pre-packs while also offering marinated/ ready to cook products. Meat One is present in
Karachi, Lahore and Islamabad with plans to open outlets in other parts of the country as
well.

Khaas
Khaas was introduced in 2013 and is the Company’s second retail brand aimed at the mass
market. Each Khaas outlet is custom designed and like Meat One, offers a clean and pleasant
meat buying experience. As a mass brand, the prices at the shop are extremely competitive
and almost at par with prevailing market rates for beef, mutton and chicken. Khaas Meat
stores are present in Karachi and Lahore with nationwide presence planned in the near
future.

Institutional Selling - B2B
The Company’s institutional selling division serves local clients with bulk orders at cost
efficient rates. These clients range from multinational corporations and hospitals to caterers
and renowned restaurants that are looking for a one stop solution for their meat
procurement requirements. Notable clients include the Aga Khan University Hospital, Abbot
Pharmaceuticals, Pakistan Navy, Pizza Hut and Johnny Rockets.

Al Shaheer Farms
Al Shaheer Farms (Private) Limited (incorporated in March 2015) will be an integral part of
the Company’s plan to vertically integrate its supply chain. The plan is to set up Pakistan’s
largest feedlot fattening farm in Thatta District, Sindh incorporating technology and best
practices in farm management to raise cattle specifically for the purpose of obtaining meat.
Eventually, the plan is to scale the farm and raise 8000 cattle heads every year for high
quality production of beef.
The livestock industry in Pakistan is very fragmented and age old. Livestock has been mostly
pursued by small farmers to meet their needs of milk, meat, eggs, food security and cash
income on daily basis. These farmers often bring their animals to cattle markets to sell them
for cash on a need basis. Thus, these cattle markets become selling points where
53
Final Prospectus - Al Shaheer Corporation Limited
professional cattle traders buy cattle and then sell them to third parties including abattoirs
and local butcher markets.
The biggest drawback of this fragmented model is that the animals that are brought to these
markets are not reared for beef production. They do not have a lot of muscle mass and are
not ideal for the beef market. Likewise, the meat yield from these animals is insufficient. To
counter this, an intensive feeding operation is required that specializes in raising animals for
beef production. In this model, the cattle will be brought to the farm, in this case Al Shaheer
farms, through traditional means: either by a livestock trader, or purchased directly from the
farmer.
The cattle will be kept in the farms for a period of 90 days, where it will be fed hi-energy diet
in order to increase sellable meat with in the animal and increase meat yield. The resulting
animal would be beefier with better meat quality.
Once the animal is fattened, also called the finished cattle, it will be sent to the Company’s
abattoir to be slaughtered and for subsequent sale to either the local or export markets. The
farm will operate as a for-profit entity, with money made equaling to the difference in the
amount of sellable meat obtained minus the cost of feed. In other words, the profit per
animal will be equal to the value of the finished cattle minus the total cost. Cost includes
price of the cattle, feed cost, labor, and veterinary fees, fixed charges for buildings and
equipment and death loss.
It is expected that with this feedlot, Al-Shaheer will be able to get meat producing animals of
adequate size, required for specialized cuts and charge premium prices for its quality meat,
which would enhance profitability of the Company. Employment for the local community
will be created in the feedlot and additional jobs would also be created at the retail level.
Simultaneously, livestock farmers in the surrounding areas will have access to a more
consistent buyer offering better price (compared to open market sales) for improved breed
of livestock and enabling them to increase their income. On the other hand, Al-Shaheer will
also source various types of commodities, such as maize, rice polish, molasses etc. at the
feedlot. These commodities will have to be procured from the local community, thereby
creating a market for these products.
5.2
PRODUCTS




54
Fresh and chilled beef (both boneless and bone in) from cattles for export and local
markets
Fresh and chilled Mutton and Lamb for both local and export market with export weight
range of 8-12 kg in both fresh and frozen categories
Camel Meat for export as per orders in both fresh and frozen categories
Fresh chilled and Frozen Raw fish Range of Maintained and ready to cook meat items
Final Prospectus - Al Shaheer Corporation Limited
5.3
EXPORT MARKET SIZE & OPPORTUNITIES
Meat export from Pakistan grew by 9.5% in fiscal year 20142, reaching a record high of
USD 230 million and there is plenty of evidence to suggest that there is further room for
growth. According to data from the Pakistan Bureau of Statistics, halal meat exports have
grown at a compound annualized growth rate of 29.1% from USD14 million in 2003 to
USD 230 million in FY 2014. The bulk of this export is red meat, especially beef. The
Company would like to consolidate its position in its existing export markets and actively
seek approvals to export to other regional markets, such as Malaysia, China, Egypt and
Russia.
5.4
LOCAL MARKET SIZE & OPPORTUNITY
The Company’s local brands, Meat One and Khaas, operate in an industry that is regularly
challenged by disease, poor quality standards an uncertain regulatory and tax
environment and a retail market where 95% of the meat is sold through the “wet” market
or road side butchers. Both brands represent a paradigm shift in Pakistan’s meat industry
as the concept of an upscale specialty meat shop is very novel relative to local standards.
Traditionally, the road side butcher has held the lion’s share of the local meat market.
Consumers in Pakistan are becoming aware and wary of the blatant lack of hygiene and
cleanliness at these road side shops and are willing to adopt an alternative. However,
they have limited choice at the moment. Meat One and Khaas both seek to fully tap into
this market segment, one that is actively seeking a hassle free and pleasant meat buying
experience along with consistent quality.
The Company’s marketing efforts are geared towards SEC (Socio Economic Class) A and B.
According to research, 9% of Pakistan’s population falls under the SEC A segment, while
12% falls under the SEC B classification. The local market size for Meat One and Khaas can
be estimated taking into account the following market size:
SEC Group Total Population Per Capita Availability Market Size (Volume in Kgs) Market Size (Value) in PKR Market Size (Value) in $
A
16.12 million
278.39 million
111.35 billion
1.1 billion
B
21.5 million
371.30 million
148.5 billion
1.4 billion
649.69 million
259.87 billion
2.5 billion
Total
37.62 millions
17.27 Kg
Given the afore-mentioned market size, local brands have room for exponential revenue
growth. In order to capitalize on this, the Company is actively seeking to expand into
urban centers of the country, by opening additional retail shops at prominent locations.
2
http://www.pbs.gov.pk/trade-tables
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Final Prospectus - Al Shaheer Corporation Limited
5.5
RISK FACTORS
5.5.1
Supply Chain Disruption for Export Markets
Potential bottlenecks can incur during transportation via air due to reduction in number
of flights to the Middle East.
The Company has established relationships with various airlines for their cargo capacities
so that if one airline is unable to deliver the products, the product can be shifted to
another airline. Also, any product which cannot be exported due to limited available air
transport capacity can be directed to retail outlets for local sales.
5.5.2
Competition
Competition from other players both in the export and local markets can potentially
squeeze margins.
In the export markets, Pakistan’s close proximity to the Middle Eastern market provides it
an advantage over other countries. Plus, since 50% of the agriculture GDP is contributed
by livestock, Pakistan is competitive in terms of pricing and quality which allows the
Company to export good products at a competitive price.
In the local markets the Company is providing better quality and hygienic meat with add
on services such as free home delivery. The retail outlets are also strategically located for
ease of purchase for the customers. Additionally, the Company is also introducing an
increased range of products including marinated meats and processed meats to enhance
their brand equity and customer retention.
5.5.3
Livestock Disease
Outbreak of livestock disease can negatively impact the Company’s supply chain and
demand for products, especially in the international markets.
The Company is in the process of vertically integrating so as to have its own supply of
cattle, with strict quality controls so that supply is not disrupted in the event the local
cattle market is infected with a disease. Additionally, the Company is looking to increase
its revenue share from local market sales, so as to reduce dependence upon the export
market.
5.5.4
Trade Barriers
Imposition of ban on meat exports by Pakistan government or trade barriers by countries
which are primary markets for export sales.
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Final Prospectus - Al Shaheer Corporation Limited
The Company is in the process of increasing its footprint in the export markets so that it is
not largely dependent on one or a few countries. Currently, Egypt is a large and growing
market which the Company is looking to cater too.
5.5.5
Under Subscription Risk
This is the risk that the public issue may get under-subscribed on account of lack of
investor’s interest.
The issue is priced at PKR 43/- per share. the cut-off price of the offer will be determined
by the demand for the shares in the book building process. This coupled with the strong
profile of the sponsors, management profile and performance of the company, reduces
the probability of under-subscription. The public issue is fully underwritten by
commercial banks and other financial institutions.
5.5.6
Capital Market Risk
Price of shares will depend on the stock market behavior and performance of the
company. hence, price may rise or fall and result in increase or decrease in the value of
the shares.
Although the rise or fall in the market price is mainly driven by the market forces,
however from investor’s point of view, share price is driven by strong financial
performance. We believe that given the company track record, it is likely to perform well
in the future due to its experienced management, strong group profile and proven track
record.
Note: It is stated that all material risk factors have been disclosed and that nothing has
been concealed in this respect.
57
Final Prospectus - Al Shaheer Corporation Limited
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 OF AL SHAHEER CORPORATION LIMITED
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6.2
SHARE BREAK-UP VALUE CERTIFICATE
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Final Prospectus - Al Shaheer Corporation Limited
MANAGEMENT NOTE ON BREAK-UP VALUE OF SHARES POST-RIGHT AND BONUS ISSUE
Particulars
Issued Subscribed and Paid up Capital
Unappropriated Profit
Shareholders Equity
Revaluation Surplus
Shareholders Equity with Revaluation Surplus
Break up value Per Share without Revaluation Surplus
Break up value Per Share with Revaluation Surplus
70
PKR
665,410,160
228,664,718
894,074,878
228,864,968
1,122,939,846
13.44
16.88
Final Prospectus - Al Shaheer Corporation Limited
6.3
AUDITORS’ CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
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6.4
SUMMARY OF FINANCIAL HIGHLIGHTS AND RATIOS FOR PRECEDING YEARS
Financial Highlights
(Amount in PKR mn)
2012
2013
Income Statement
Sales - Net
2,344
3,118
Cost of Goods Sold
2,078
2,761
Gross Profit
265
357
Operating Profit
136
146
Finance Cost
54
38
Profit Before Tax
64
107
Profit After Tax
47
76
Earnings Per Share*
0.71
1.1
Balance Sheet
Non-Current Assets
352
526
Current Assets
238
440
Total Assets
591
967
Issued, Subscribed and Paid-up Capital
315
260
Unappropriated Profit
79
Share Premium
Surplus on Revaluation of Fixed Assets
24
Advance Against Future Issue of Capital
129
Long Term Liabilities
10
Current Liabilities
276
465
2014
HY - 2015
4,438
3,896
541
165
78
87
73
1.1
2,267
1,906
360
141
43
97
115
1.7
1,055
808
1,863
260
156
242
211
132
862
1,109
839
1,948
287
284
163
229
94
890
2014
12.2%
2.0%
1.6%
25.29
26.00
15%
8%
HY - 2015
15.9%
4.3%
5.1%
33.51
28.75
26%
12%
*based on Pre-IPO shares of 66.50mn
GP Margin
PBT Margin
PAT Margin
Book Value Per Share (PKR)*
No of Shares (in mn)***
ROE **
ROA **
Financial Ratios
2012
11.3%
2.7%
2.0%
12.10
26.00
N/A
N/A
2013
11.4%
3.4%
2.4%
13.97
26.00
24%
13%
* based on shares outstanding in that fiscal year & without advance against shares
** 1HFY15 numbers have been annualized
*** the Issued, Subscribed and Paid-up Capital for the year 2012 represents partnership capital for
Association of Persons, therefore, 26mn shares have been used to facilitate comparison
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Final Prospectus - Al Shaheer Corporation Limited
6.5
MANAGEMENT ACCOUNTS OF AL-SHAHEER FARMS (PRIVATE) LIMITED
AL SHAHEER FARMS (PRIVATE) LIMITED
BALANCE SHEET
AS AT 31 MARCH 2015
ASSETS
Note
~--Rupees--
NON CURRENT ASSETS
Property Plant and Equipments
4
Intangible assets
50,294,448
50,294,448
-
Long term Deposit
Deffered tax Assets
TOTAL NON CURRENT ASSETS
CURRENT ASSETS
TOTAL CURRENT ASSETS
19,456,814
19,456,814
TOTAL ASSETS
69,751,262
Stock in Trade
Trade Debts
Loan and advances
Short term Prepayments
Other Receivables
Cash and bank Balances
EQUITY AND LIABILITIES
SHARE CAPITAL AND RESERVE
Authorised capital
10,000,000 ordinary shares of Rs. 10/- each
Issued, subscribed and paid-up capital
Reserves
TOTAL SHAREHOLDERS'S EQUITY
100,000,000
5
70,000,000
(645,263)
69,354,737
NON CURRENT LIABILITIES
Deffered Liabilities
Long term Financing
TOTA NON CURRENT LIABILITIES
-
CURRENT LIABILITIES
Trade and others Payable
Short Term Borrowing
TOTAL EQUITY AND LIABILITIES
74
396,525
396,525
69,751,262
Final Prospectus - Al Shaheer Corporation Limited
PART 7
7
MANAGEMENT OF THE COMPANY
7.1
BOARD OF DIRECTORS OF THE COMPANY
S.No
1
2
3
4
5
6
7
8
Name
Mr. Kamran Ahmed Khalili
House # 258, Beach Street 2
Phase-VIII, D.H.A., Karachi
Mr. Muhammad Ali
Flat No. 103, Amna Homes
Gurumandir, Karachi
Mr. Noorur Rahman Abid
Dera Abbas Ali Shah, Daak
Khana Bagh o Bahar, Chak No
033/B, Tehsil Khanpur, Zila
Rahim Yar Khan
Mr. Adeeb Ahmed
23-B, 3rd Gizri Street
Phase IV, D.H.A, Karachi
Mr. Qaysar Alam
Flat No. 702, Block I
Creek Vista, Phase 8
D.H.A, Karachi
Mr. Rizwan Jamil
House No. 3-A/1
Phase 1, D.H.A
Karachi
Ms. Rukhsana Asghar
House No. 81/1, Street No. 8
Khayaban-e-Badar
Phase VI, DHA, Karachi
Mr. Naveed Godil
44/2, Khayaban-e-Muslim,
Phase-VI, D.H.A. Karachi
7.2
Designation
Chief Executive Officer
Directorships in other Companies
- Al Shaheer Farms (Pvt.) Limited
Director
- Converge Technologies (Pvt.) Limited
- Inbox Business Technologies (Pvt.) Ltd
- AllAgro Real Estate (Pvt.) Limited
Director
- Meezan Bank Limited
Director
None
Director
- AaramShop Pakistan (Private) Limited
Director
None
Director
- Fulcrum (Pvt) Limited
Director
- Universal Packaging (Pvt.) Limited
- 14th Street Pizza (Pvt.) Limited
- Apex Securities (Pvt.) Limited
OVERDUE LOANS
There are no overdue loans (local or foreign) on the Company or its Directors.
7.3
DIVIDEND PAYOUT BY GROUP LISTED COMPANIES
None of the group companies are listed on the stock exchanges.
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7.4
INFORMATION IN RESPECT OF COMPANIES LISTED ON STOCK EXCHANGE IN WHICH
DIRECTORS ARE HOLDING DIRECTORSHIP
Dividend Declared Last Five Years
1. Meezan Bank Limited
7.5
2014
27.5%
2013
20%
2012
15%
2011
10%
2010
Nil
PROFILES OF DIRECTORS
Mr. Kamran Ahmed Khalili - Chief Executive Officer
Mr. Kamran Ahmed Khalili holding MBA degree is the CEO and the Chairman of Al
Shaheer Corporation Ltd. It was his vision to establish a halal meat processing company.
Kamran Khalili took the initiative and started Al Shaheer Corporation Limited from
scratch. He has played a key role in the establishment and growth of Al Shaheer
Corporation Limited.
Prior to Al Shaheer, Mr. Kamran was the member of Karachi Stock Exchange for around
10 years and CEO of Fortune Securities (Pvt.) Ltd. He has also worked as an Investment
Banker in MCB Bank Limited.
After receiving a great response from international exports, Mr. Kamran felt the need to
benefit local people with export quality meat products. In accomplishment of this vision,
he took the initiative to introduce a concept meat shop in the local market with the brand
name Meat One and Khass.
Mr. Kamran is an MBA from Philippines.
Mr. Muhammad Ali Ghulam Muhammad - Director
Mr. Muhammad Ali, holding an MBA degree, is an accomplished professional and
businessman having worked with distinction in both domestic and internationally reputed
organizations like Citibank N.A., Smith New Court Securities London, Indosuez W. I. Carr
Securities, Three Sixty Degreez LLC USA and Synergy Management Consulting LLC Dubai.
Mr. Ali is the founder shareholder of Inbox Business Technologies, Converge
Technologies, All Agro Real Estate and Al-Shaheer Corporation Limited. Mr. Ali has also
served as Chairman of Securities and Exchange Commission of Pakistan and as Director
on the Boards of Karachi Stock Exchange and Engro Chemicals.
Mr. Noorrur Rahman Abid - Director
Mr. Noor is a Fellow Chartered Accountant from Institute of Chartered Accountants in
England and Wales. He started his career in 1976 in UK, with KPMG. He has more than 35
years of experience in the profession, across Europe, Middle East and Africa, of which last
25 years have been in various leadership roles as Audit Partner.
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Final Prospectus - Al Shaheer Corporation Limited
He joined Ernst & Young in 1979 in Jeddah, Saudi Arabia and moved to Kuwait in 1986. He
was admitted to partnership in 1987. He rose to the post of Office Managing Partner in
charge of the Bahrain practice in 1993 with overall responsibility for Assurance, Advisory,
Tax and Transaction service lines. Mr. Noor was named the Assurance Leader for Middle
East and North Africa region in 1999. Under Mr. Noor’s leadership, Ernst & Young audit
practice has grown from US$ 35 million in 1999, to US$ 210 million in 2012. He was also
directly involved in promoting various Corporate Social Responsibility programs at Ernst &
Young. He took retirement in June 2012.
Mr. Noor has been involved in advising a number of clients – including industrial and
commercial companies, retail and investment banks, Islamic banks and sovereign wealth
funds – on accounting matters, guidance on controls framework and governance
considerations. In this capacity, he regularly engaged and advised the board members,
audit committees and senior management of clients across the region. He has had a
particular focus on the Islamic banking Industry.
Mr. Noor was declared the winner of the World Islamic Banking Conference 2012
Industry Leadership Award in recognition of his contribution to Islamic Banking.
Mr. M. Qaysar Alam - Director
Mr. Alam is the President of AaramShop Pakistan (Private) Limited, an online grocery
shopping network. He is on the Boards of GS1, Al Shaheer Corporation Limited and
Member Pakistan Advisory board ISCEA. He is the President of Supply Chain Association
of Pakistan.
Mr. Alam is a consultant, a well-known trainer and speaker at various business schools
and forums. He worked for 29 years at Unilever Pakistan, and took an early retirement in
June 2012. At Unilever, he served as Vice President for 8 years, responsible for Unilever’s
Supply Chain strategies and operations, and was on the Board of Directors, Member of
Audit committees and Management Committee. He was the key architect of Unilever
Pakistan’s supply chain structure and processes making it forward looking, achieving
efficiency in speed, service and cost. He led the team to meet company’s aggressive
growth plan and prepared for the future challenges by adding and training new resources
with key process changes. He also led the team to implement SAP at Unilever Pakistan
and Bangladesh. Mr. Alam also designed 3 regional manufacturing excellence networks
while working at Unilever Asia business group at Singapore.
Mr Alam is an experienced JIPM qualified TPM instructor, was part of the global network
and led company’s manufacturing excellence program improving Productivity, Quality
and Safety. TQM is one of his core strength; he was trained by Quest Australia. He is a
trained quality auditor and was involved with audits and guidance to other countries as
well.
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Earlier he has worked at Exxon Pakistan, ARAMCO SA and taught Petroleum engineering.
He has a Masters in Chemical Technology and has also studied Nuclear Engineering.
Ms. Rukhsana Asghar - Director
Ms. Rukhsana is the Founder and CEO of Fulcrum Business Consulting. She is responsible
for providing leadership and strategic direction for the company.
For more than 30 years, Ms. Rukhsana has been at the forefront in the field of Human
Resources in Pakistan and is one of the leading Human Resource professionals with core
experience in senior Human Resource positions with top multinational companies
(Unilever, Citibank and UBL) coupled with management consulting experience in the local
corporate, multinational and public sectors.
She has a number of ground-breaking HR initiatives to her credit including being the first
to introduce the concept of elevating the Human Resource function to the position of
equal business partner with equal responsibilities and accountability for overall business
results. She is also personally responsible for introduction of third party staffing into
commercial banking to help control headcount and staffing costs.
She is well known in the local industry and also recognized internationally. She has a
proven ability for implementation of large-scale projects pertaining to an array of Human
Resources disciplines including strategic planning and implementation of best practices
both locally and overseas.
Ms. Rukhsana holds a BA (Hons) Degree in International Relations & a Bachelor of Law
Degree from the University of Karachi.
Mr. Rizwan Jamil - Director
Mr. Rizwan Jamil is a Change Catalyst. He has a track record of having effectively turned
around businesses under pressure to deliver sustained profitable growth. He has been
instrumental in bringing about organizational and cultural changes in the companies he
has worked in, improving speed & effectiveness. Passionate about teamwork, Mr. Rizwan
enjoys a strong reputation of building diverse and highly effective teams that deliver.
His initial schooling was at St. Patrick’s and Karachi Grammar Schools. He completed his
MBA in 1985 from the Institute of Business Administration, University of Karachi.
22 years with Unilever, Mr. Rizwan has gathered a rich experience of Marketing, Sales
and Business Management across a large number of business categories. He was
instrumental in turning around power brands like Surf and Lipton and is responsible for
creating much remembered advertising campaigns for these brands and others. He led
the team that pioneered “Lux Style Awards” in Pakistan. In his last six years at Unilever,
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Final Prospectus - Al Shaheer Corporation Limited
Mr. Rizwan was Head of the Tea Business Unit. With Unilever, he also worked in Sri Lanka
for nearly 4 years.
Mr. Rizwan brought his passion for brands to his current role at Lafarge Pakistan. Lafarge
is a Paris based MNC, a global leader in providing innovative construction solutions.
Heading Marketing, Business Strategy & Innovation, Mr. Rizwan has taken on the
challenge of creating brands and bringing innovation to an otherwise commodity
industry. A past Chairman of Pakistan Advertisers Society (PAS), Mr. Rizwan has been on
the PAS Advertising Awards jury since its inception 4 years ago.
Mr. Adeeb Ahmed - Director
Mr. Adeeb has over 25 years of working experience in private equity, fund management,
investment banking, corporate finance and Islamic finance. He was one of the earliest
entrants in the private equity industry in the region with the last 15 years dedicated to
private equity investments and fund management exclusively focused on various Islamic
countries in the Middle East, North Africa, South Africa and South East Asia.
Currently, he is involved in the development and establishment of the ICD Food &
Agribusiness Fund - a pioneering initiative focused on the development of the food and
agribusiness sector in the various Islamic countries while generating commercial returns.
The fund is sponsored by the Islamic Corporation for the development of the private
sector (ICD), a member of the Islamic Development Bank Group. Rabobank, the world’s
leading food and agribusiness focused financial institution, is the Knowledge Partner. Mr.
Adeeb leads the fund’s management team comprising investment professionals with
extensive in regional private equity and the food sector.
Earlier, Mr. Adeeb led or played key roles in the successful development, establishment
and management of sizable regional private equity funds focused on the infrastructure
and related sectors covering various Islamic countries. He spearheaded these funds’
investment and exit programs, oversaw their operations and administration and
generated active returns.
He has a deep understanding and practical working knowledge of all aspects of the
regional private equity industry and a network of key working relationships with a
number of leading public and private sectors, project partners, industry operators,
investment banks and advisors operating in the region.
Mr. Adeeb’s earlier engagements included assignments in Islamic finance, investment
banking and capital markets with ANZ Investment Bank and ABN AMRO in Bahrain and
Muslim Commercial Bank bear Stearns Jahangir Siddiqui, Citibank and ANZ Grindlays Bank
in Pakistan.
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Final Prospectus - Al Shaheer Corporation Limited
He has a M.Sc. in Finance & Accounting from the London School of Economics, UK and
MBA from the Institute of Business Administration, Karachi.
Mr. Naveed Godil - Director
Mr. Naveed Godil is a director of Al Shaheer Corporation Limited. He completed his
graduation in commerce from University of Karachi, Pakistan in 1993. He is currently
partner at AL Waha Marble LLC. Manufacturing of Marble, Chief Executive Officer and
major shareholder in Universal Packaging Company (Pvt) Limited, Director of 14th Street
Pizza Company Pakistan, Pizza Delivery Food chain, Director of Al Shaheer Meat One,
Distributors/Retailer of Halal Meat. CEO of Dazzle JAFCO, Retail diamond jewelry
business, M/S Naft Pvt. Limited, Franchise Subway in Pakistan and Director/ Chief
Operating Officer of Fourtune Securities Pvt. Limited from 2000 to 2006.
7.6
PROFILE OF KEY MANAGEMENT
Mr. Muhammad Ali Yousuf - Chief Financial Officer
Mr. Muhammad Ali Yousuf is the Chief Financial Officer at Al Shaheer Corporation
Limited. He is an Associate Chartered Accountant and brings with him more than 14 years
of experience.
Mr. Muhammad Ali Yousuf has served at KPMG for almost a decade on various positions
within Pakistan and in the Middle East. His work consisted of conducting statutory audits,
due diligence exercises and reporting on internal controls for a number of organizations.
He has also worked for Pakistan Reinsurance Company, where he was responsible for its
Finance & Accounts, Investments and Tax Department. His experience was further
extended in KASB as Head of Corporate Planning and Company Secretary. His last
assignment before Al Shaheer Corporation Limited was with Advisory in Associates as
Head of Corporate Services and Finance.
Mr. Muhammad Ali remained involved in developing IT department and capacity building
of factory operations, export operations and supply chain functions of the Company.
Mr. Mohammed Ashraf - Company Secretary
Mr. Ashraf joined Al Shaheer Corporation Limited as Company Secretary. He is looks after
the Company’s Corporate Affairs and enlisting of the organization as Public Limited
Company. Mr. Ashraf is qualified from Association of Certified Chartered Accountant
(ACCA).
Mr. Ashraf has professional exposure of more than 20 years as Company Secretary, CFO
and Tax Advisor in different foreign & local concerns across Middle East and North Africa
(MENA Region) and Pakistan.
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Mr. Osama Javed Usmani - Head of Human Resources
Mr. Osama Javed Usmani is the Head of Human Resource in Al Shaheer Corporation
Limited. Prior to this, he worked as Group Head - Human Resource for Pak-Qatar Takaful
Group, where he established Organization structure, HR policies and procedures and
implemented SAP – HCM.
He also worked in Time Lenders, a management consultancy firm, where he got the
experience of Training and Event Management, and attended a number of world
renowned training programs related to Leadership, Strategic Visions, etc. Further, he
bears the experience of working with local and multinational logistics solution providers,
where he looked after business development and strategies. Mr. Osama completed his
MBA from IBA in 2005. He is also a certified Neuro-Linguistic Programming Practitioner
and Yellow belt in Six Sigma.
Mr. Adnan Hussain - Assistant General Manager - Retail & Marketing
Mr. Adnan is currently engaged with the company as Assistant General Manager – Retail
Operations & Marketing. He did his MBA in Marketing from IBA in 2002 and he was
associated with Brand Brigade as COO. He brings in rich experience of working with
Proctor & Gamble mostly in Sales. He has also played his part in launching of Warid
Telecom.
He is a seasoned sales professional with experience across industries and portfolios.
Having worked in different industries, he has been instrumental in new business launches
and category turnarounds from Service to FMCG, from consumer essentials to luxury
brands.
Mr. Shahnawaz Akber Ansari - Senior Manager - Factory
Mr. Shahnawaz looks after the factory of Al Shaheer Corporation Limited. Prior to joining
the Company, he has worked in various concerns in Administration, Production and
Procurement, for a period accumulating to twenty years. He has been with the Company
since its inception where he started his career as Procurement Manager.
Mr. Adnan Budhani - Head of Operations
Mr. Adnan Budhani looks after Meat One operations. In addition to this, Mr. Adnan is also
involved in developing business plans, and improving company’s technology
infrastructure. He was also responsible for the launch of Khaas Meat. Adnan is an MBA
from Lahore University of Management Sciences (LUMS) and is also a Candidate for CFA
level III examination.
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Final Prospectus - Al Shaheer Corporation Limited
Prior to MBA, Adnan worked in TPS Pakistan (Pvt.) Ltd as Software consultant. He did his
graduation from NUCES- FAST in faculty of Computer Science.
Mr. Syed Namood Ali Qabil - Head of Institutional Sales
Mr. Syed Namood Ali Qabil is heading Company’s Institutional Sales Department. An IBA
post graduate, he brings with him more than ten years of rich and diversified experience
from different sectors including media, telecom, and FMCG.
Prior to joining Al Shaheer, Mr. Namood worked with Aaj TV, Mobilink, and Habib Oil
Mills, within marketing functions. In addition to this, he also has experience working for
advertising and brand activation agencies like Bulls Eye and National Marketing Services,
under various capacities.
Mr. Shoaib Saleem - Head of IT & Systems
Mr. Shoaib Saleem is currently heading IT & Systems department of the company. He
holds a Masters Degree in Computer Sciences. Mr. Shoaib was previously associated with
Addvantum Innovative Technologies and was deputed to Royal Saudi Air Force as
Manager Project.
Mr. Shoaib has almost 13 years of experience in Information Technologies & Systems in
different positions. He has handled different Projects from ERP implementations to In
house Software development and building Database infrastructure at CDC, KASB Bank,
Ora-Tech Systems and Venus Distributors.
Mr. Muhammad Merajuddin - Senior Manager - Administration
Mr. Muhammad Merajuddin is currently working as Senior Manager – Administration. He
has been associated with the Company for more than four years in different capacities
from Administration to Project Management. Mr. Merajuddin has done his Bachelors
degree in Commerce from University of Karachi.
Mr. Merajuddin has previously served Junaid Jamshed (Pvt.) Ltd. as National Sales
Manager prior to joining Al Shaheer Corporation Ltd. He has very enriching working
experience in very prominent retail brands of Pakistan in different capacities.
Mr. Kamil Iqbal - Manager Operations - Khaas Meat
Mr. Kamil Iqbal is working as Manager Operations for Khaas Meat and looking after 14
outlets in Karachi and 4 in Lahore. He has obtained Master’s Degree from Foundation
University Islamabad.
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He was previously working for Metro Habib Cash & Carry Pakistan as Store Manager. Mr.
Kamil has almost 11 years of experience in Food and Retail business. Before Metro, he
was associated with McDonald’s and Aladin Foods in different positions.
7.7
NUMBER OF DIRECTORS
Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not
have less than seven directors. At present the Board consists of 8 Directors, including the
Chief Executive Officer.
7.8
QUALIFICATION OF DIRECTORS
No person shall be appointed director of the Company who is ineligible to be appointed
as director on any one or more grounds enumerated in Section 187 of the Companies
Ordinance, 1984 or any other law for the time being in force.
7.9
REMUNERATION OF THE DIRECTORS
Pursuant to Clause 68 of the Articles of Association of the Company, unless determined
by the Company in General Meeting, every Director (including an alternate Director) shall
be entitled to a fixed meeting fee and reimbursement of reasonable expenses incurred in
consequence of his attendance at the meeting of the Directors, or of Committees of
Directors. Each Director is paid a fixed meeting fee of PKR 75,000 per meeting and
directors of the Committee of Directors are paid PKR 45,000 per director per meeting.
No remuneration is payable to non-Executive Directors. However, Executive Directors,
performing whole time duties, are paid remuneration as per the approval by the Board of
Directors.
7.10
BENEFITS TO PROMOTERS AND OFFICERS
No benefits have been paid or given during the last year or is intended to be paid or given
to any promoter or to any officer of the Company other than as remuneration for services
rendered as whole-time executive of the Company.
7.11
INTEREST OF DIRECTORS
The directors may be deemed to be interested to the extent of fees payable to them for
attending Board meetings. The Directors performing whole time services in the Company
may also be deemed interested in the remuneration payable to them by the Company.
The nominee directors have interest in the Company to the extent of representing the
sponsors in the capital of the Company.
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7.12
INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY
None of the Directors of the Company had or has any interest in any property acquired by
the Company or proposed to be acquired by the Company.
7.13
ELECTION OF DIRECTORS
The Directors of the Company are elected for a term of three years in accordance with
the procedure laid down in section 178 of the Ordinance.
The Directors shall comply with the provisions of Sections 174 and 178 and Section 180
and 184 relating to the election of Directors and matters ancillary thereto. Subject to the
provisions of the Ordinance, the Company may from time to time increase or decrease
the number of Directors.
Any casual vacancy occurring on the Board of Directors may be filled up by the Directors,
but the person so appointed shall be subject to retirement at the same time as if he/she
had become a Director on the day on which the Director in whose place he/she is chosen
was last elected as Director.
The Company may remove a Director in accordance with the provisions of the Ordinance.
The present directors were elected as given below and have been elected for a period of
three (3) years.
7.14
No.
Folio Name
1
2
3
4
5
6
7
8
KAMRAN AHMED KHALILI
NAVEED GODIL
MUHAMMAD ALI
NOORUR RAHMAN ABID
ADEEB AHMAD
QAYSAR ALAM
RIZWAN JAMIL
RUKHSANA ASGHAR
Date of Appointment Date of Retirement
31-Oct-13
20-Feb-15
31-Oct-13
31-Oct-13
8-Aug-14
8-Aug-14
8-Aug-14
20-Feb-15
30-Oct-16
19-Feb-18
30-Oct-16
30-Oct-16
7-Aug-17
7-Aug-17
7-Aug-17
19-Feb-18
VOTING RIGHTS
At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is
demanded, be decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded. Unless a poll is so demanded, a
declaration by the chairman that resolution has, on a show of hands, been carried, or
carried unanimously, or by a particular majority, or lost, and an entry to that effect in the
book of the proceedings of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or against, that
resolution.
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Final Prospectus - Al Shaheer Corporation Limited
A poll may be demanded only in accordance with the provision of Section 167 of the
Ordinance. If a poll is duly demanded, it shall be taken in accordance with the manner
laid down in Section 167 of the Ordinance and the result of the poll shall be deemed to be
resolution of the meeting at which the poll was demanded.
7.15
AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE
Auditors of the Company are appointed and their duties are regulated in accordance with
Section 252 to Section 260 of the Ordinance. Accordingly, the Audit Committee of the
Board has been formed to comply with the Code of Corporate Governance, Which
comprised of the following directors:
 Mr. Noorur Rahman Abid (Chairman and Non-executive Director)
 Mr. Qaysar Alam (Non-executive Director)
 Mr. Muhammad Ali (Non-executive Director)
7.16
INTERNAL AUDIT
The Board of Directors has setup an effective internal audit function managed by suitable,
qualified and experienced personnel who are conversant with the policies and
procedures of the Company and are involved in the internal audit function on a full time
basis.
7.17
HUMAN RESOURCE AND REMUNERATION COMMITTEE
The Company has formed Human Resource and Remuneration Committee comprising of
the following members:



7.18
Ms. Rukhsana Asgher (Chairperson)
Mr. Noorur Rahman Abid (Non-executive Director)
Mr. Adeeb Ahmad (Non-executive Director)
BORROWING POWERS
The Directors may from time to time at their discretion borrow and secure the payment
of any sum or sums of money for the purposes of the Company and may themselves lend
to the Company on security or otherwise subject to the provisions of Companies
Ordinance, 1984.
7.19
POWERS OF DIRECTORS
The business of the Company shall be managed by the Directors, who may pay all
expenses incurred in promoting and registering the Company, and may exercise all such
powers of the Company as are required to be exercised subject to the Ordinance, the
Articles of Association of the Company and any regulations prescribed by the Company in
the General Meeting.
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Final Prospectus - Al Shaheer Corporation Limited
7.20
INVESTMENT IN SUBSIDIARIES
Al Shaheer Farms (Private) Limited incorporated in Karachi on March 2, 2015. The
shareholding pattern is as follows:
Name of Shareholder
No of Shares
Al Shaheer Corporation Limited
3,569,500
Kamran Ahmed Khalili
500
Shabbir Haider Mirza
3,430,000
Total
7,000,000
%
51%
0%
49%
100%
Further details on the subsidiary have been provided in Section 5.1
7.21
INVESTMENT IN ASSOCIATED COMPANIES
The Company has not sponsored nor acquired any Company nor has any resolution been
passed for sponsoring or acquiring any associated Company under Section 208 of the
Ordinance.
7.22
REVALUATION OF FIXED ASSETS
The Company performed revaluation of fixed assets on 30th June 2012 and 30th June
2014 through independent valuation of Iqbal Nanjee & Co. and Sadruddin Associates. As
of 1HFY15 the revaluation of fixed assets, net of deferred tax amounted to PKR
228,864,968 with the revalued amounts for the fixed assets, given below.
Asset Category
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Land
Iqbal Nanjee & Co
301-303, 3rd Floor, Commerce Center, Hasrat Mohani Road,
Karachi - 74000
30th June 2012
5th Floor, Mansoor Tower, Plot No.G5/5, Block 8 KDA Scheme
No.5 Kehkashan, Clifton, Karachi
Amount as per Valuation Report
39,000,000
Amount as per Audited Accounts
39,000,000
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Final Prospectus - Al Shaheer Corporation Limited
Asset Category
Revaluer
Land
Iqbal Nanjee & Co
301-303, 3rd Floor, Commerce Center, Hasrat Mohani Road,
Address of Revaluer
Karachi - 74000
Date of Revaluation
30th June 2012
Plot No 43C and 45C at Badar Commercial Street 7-A Phase 5
Locations
Extension DHA Karachi
Amount as per Valuation Report
30,000,000
Amount as per Audited Accounts
30,000,000
Asset Category
Revaluer
Address of Revaluer
Land, Building and PPE
Sadruddin Associates
Suite # 1004, 10th Floor, Business and Finance Center, Opp
State Bank of Pakistan I.I Chundrigar Road, Karachi
Date of Revaluation
30th June 2014
No. 348 Deh Shah Mureed, Tappo Songal, Gadap Town,
Locations
Karachi
Amount as per Valuation Report
440,259,000
Amount as per Audited Accounts *
467,647,738
* difference is due to addition in assets post valuation
Asset Category
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Equipment, Furiniture, Vehicles and Accessories at outlets
Sadruddin Associates
Suite # 1004, 10th Floor, Business and Finance Center, Opp
State Bank of Pakistan I.I Chundrigar Road, Karachi
30th June 2014
9th Commercial DHA Khayaban-e-Sehar DHA, Khayaban-eShamsheer DHA, Boat Basin Clifton, Bahadurabad, Binori
Town, Gulshan-e-Iqbal Hydri North Nazimabad, KDA Scheme
& Malir Karachi
Amount as per Valuation Report
Amount as per Audited Accounts *
* difference is due to addition in assets post valuation
7.23
131,285,000
155,008,664
CAPITALIZATION OF PROFIT
The Company has issued 35,600,341 Ordinary shares of face value PKR 10/share as Bonus
issue on 20-Feb-2015 against reserves. Other than these shares there has been no
capitalization of reserves since the incorporation of ASC.
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Final Prospectus - Al Shaheer Corporation Limited
PART 8
8
MISCELLANEOUS INFORMATION
8.1
REGISTERED OFFICE / CORPORATE OFFICE
Al Shaheer Corporation Limited
Suite No G5/5 3rd Floor
Mansoor Tower, Block 8
Shahrah-e-Roomi, Clifton
Karachi
8.2
MAJOR BANKS OF THE COMPANY
1.
2.
3.
4.
5.
6.
8.3
Habib Metropolitan Bank
Standard Chartered Bank
Meezan Bank Limited
Askari Bank Limited
Dubai Islamic Bank Limited
Summit Bank Limited
AUDITORS OF THE COMPANY
Ernst & Young Ford Rhodes Sidat Hyder
Chartered Accountants
Progressive Plaza, Beaumount Road
P.O. Box 15541, Karachi 75530
Karachi
8.4
BANKERS TO THE ISSUE
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
88
Bank Alfalah Limited
Habib Bank Limited
MCB Bank Limited
United Bank Limited
Summit Bank Limited
Habib Metro Bank Limited
Askari Bank Limited
Meezan Bank Limited
Dubai Islamic Bank Limited
Faysal Bank Limited
Soneri Bank Limited
Final Prospectus - Al Shaheer Corporation Limited
8.5
BANKER TO THE ISSUE FOR BOOK BUILDING
Summit Bank Limited
Arif Habib Centre
23 - M.T. Khan Road
Karachi
8.6
LEGAL ADVISORS OF THE COMPANY
Ms. Fehmida Shaikh Shabbir
Suite No. 511, Regal Trade Square
M.A. Jinnah Road
Karachi
Telephone: +92 32722849
Fax: +923 2750448
8.7
LEGAL ADVISOR TO THE ISSUE
Mohsin Tayebaly & Co. | Corporate Legal Consultants | Barristers & Advocates.
1st Floor, Dime Centre, BC-4
Block-9, KDA Scheme-5, Clifton, Karachi
+92-21-111-682-529
Fax: +92-21-35870240
8.8
JOINT LEAD MANAGERS, ARRANGERS AND BOOK RUNNERS
Next Capital Limited
8th Floor, Horizon Tower, Plot No 2/6,
Block - 3, Clifton, Karachi
PABX: +92-21-111-639-825
Fax: +92-21-35292621
umer.habib@nextadvisors.com.pk
AKD Securities Limited
602, 6th Floor, Continental Trade Centre
Block - 8, Clifton, Karachi
PABX: +92-21-111-253-111
Fax: +92-21-35374291 & +92-21-35373211
Email: eliya.hamid@akdsecurities.net
8.9
SHARE REGISTRAR
Central Depository Company of Pakistan Limited
CDC House, 99- B, Block B,
S.C.H.S, Main Shahra-e-Faisal
Karachi
Tel: (021) 111-111-500
Email: muhammad_sarwar@cdcpak.com
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Final Prospectus - Al Shaheer Corporation Limited
8.10
MATERIAL CONTRACTS AND DOCUMENTS
8.10.1
DETAILS OF SHORT TERM FINANCING FACILITIES
8.10.2
DETAILS OF LONG TERM FINANCING FACILITIES
8.10.3
COMPANY RELATED AGREEMENTS
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Final Prospectus - Al Shaheer Corporation Limited
8.11
PROJECT APPRAISAL REPORT
S. No.
1
8.12
Projects
Poultry Business and Meat Processing Factory
Financial Institutions
Next Advisors Limited
UNDERWRITING AGREEMENTS
S. No
Names of Underwriters
1
2
3
4
Pearl Securities Limited
Pak Oman Investment Company Limited
Soneri Bank Limited
Summit Bank Limited
8.13
No. of
Shares
3,150,000
1,050,000
1,000,000
1,050,000
Amount
(PKR)
299,250,000
99,750,000
95,000,000
99,750,000
Date of
Agreement
17th June 2015
23rd June 2015
24th June 2015
24th June 2015
DUE DILIGENCE REPORTS
8.14
S.No.
Names of Underwriters
1
2
3
4
Pearl Securities Limited
Pak Oman Investment Company Limited
Soneri Bank Limited
Summit Bank Limited
Date of
Agreement
17th June 2015
23rd June 2015
24th June 2015
24th June 2015
INSPECTION OF DOCUMENTS AND CONTRACTS
Copies of the Memorandum and Articles of Association, Audited Financial Statements,
Auditor's Certificates, Information Memorandum and copies of agreements referred to in
this Prospectus may be inspected during usual business hours on any working day at the
registered office of the Company from the date of publication of this Prospectus until the
closing of the subscription list.
8.15
LEGAL PROCEEDINGS
There are no litigations or proceedings by or against the Company pending before any
court of law or authority.
8.16
MEMORANDUM OF ASSOCIATION
The Memorandum of Association, inter alia, contains the objects for which the Company
was incorporated and the business which the Company is authorized to undertake. A
copy of the Memorandum of Association is annexed to this Prospectus and with every
issue of the Prospectus except the one that is released in newspapers as advertisement.
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Final Prospectus - Al Shaheer Corporation Limited
8.17
FINANCIAL YEAR OF THE COMPANY
The financial year of the Company commences from 1st day of July and ends on the 30th
day of June each year.
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Final Prospectus - Al Shaheer Corporation Limited
PART 9
9
APPLICATION & ALLOTMENT INSTRUCTIONS
9.1
ELIGIBLE INVESTORS INCLUDE:
a) Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities
including Pakistani nationality;
b) Foreign Nationals whether living in or outside Pakistan;
c) Companies, bodies corporate or other legal entities incorporated or established in or
outside Pakistan (to the extent permitted by their constitutive documents and
existing regulations, as the case may be);
d) Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of
the Trust Deed and existing regulations); and
e) Branches in Pakistan of companies and bodies corporate incorporated outside
Pakistan.
9.2
APPLICATION MUST BE MADE ON THE COMPANY'S PRINTED FORM
9.2.1
Copies of this Prospectus and application forms can be obtained from members of KSE,
LSE & ISE, the Bankers to the issue and their Branches, the Joint Lead Managers,
Arrangers & Book Runners, and the registered office of the Company. The Prospectus and
the application form can also be downloaded from the following websites:
www.alshaheer.net, www.akdsecurities.net & www.nextcapital.com.pk
The applicants opting for script 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
applicant's 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.
9.2.2
Name(s) and address(es) must be written in full block letters, in English and should not be
abbreviated.
9.2.3
All applications must bear the name and signature corresponding with that recorded with
the applicant's banker. In case of difference of signature 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.
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Final Prospectus - Al Shaheer Corporation Limited
9.3
APPLICATIONS MADE BY INDIVIDUAL INVESTORS
i.
In case of individual investors, an attested photocopy of CNIC (in case of Resident
Pakistanis) / NICOP or Passport (in case of Non- Resident Pakistanis) as the case may be,
should be enclosed and the number of CNIC / NICOP / Passport should be written against
the name of the applicant. Copy of these documents can be attested by any Federal /
Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master
of High School or bank manager in the country of applicant’s residence.
ii.
Original CNIC / NICOP / Passport, along with one attested photocopy, 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 photocopy
will, after verification, be retained by the branch along with the application.
9.4
i.
APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
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(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.
9.5
Only one application will be accepted against each account, however, in case of joint
account, one application may be submitted in the name of each joint account holder.
9.6
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 / NICOP / Passport. The certificates will be dispatched to the person whose
name appears first on the application form while in case of CDCs, it will be credited to the
CDS account mentioned on the face of the form and where my 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 the application will be
considered as a single application for the purpose of allotment of certificates.
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Final Prospectus - Al Shaheer Corporation Limited
9.7
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 Al Shaheer Corporation Limited” and crossed “A/C PAYEE ONLY”.
9.8
For the application 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.
9.9
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.
9.10
Applications are not to be made by minors and / or persons of unsound mind.
9.11
Applicants should ensure that the bank branch, to which the application is submitted,
completes the relevant portion of the application form.
9.12
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 certificates for which the application has been made.
9.13
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.
9.14
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.
9.15
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.
9.16
Submission of False and Fictitious applications are prohibited and such Applications Money
may be forefeited under section 87(8) of the Securities Act, 2015
9.17
ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON RESIDENT INVESTORS
a) In case of foreign investors that are not individuals, applications must be
accompanied with a letter on applicant’s letterhead stating the legal status of the
95
Final Prospectus - Al Shaheer Corporation Limited
applicant, place of incorporation and operations and line of business. A copy of
Memorandum of Association or 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.
b) Applicants may also subscribe using their Special Convertible Rupee Account (“SCRA”)
as set out under the State Bank of Pakistan’s Foreign Exchange Manual.
9.18
BASIS OF ALLOTMENT
The basis and conditions of transfer of certificates to the General Public shall be as follows:
a) The minimum amount of application for subscription of 500 shares is PKR 47,500/(PKR 95 x 500 shares) Application for certificates below the total value of PKR
47,500/- shall not be entertained.
b) Application of certificates must be made for 500 certificates or in multiple thereof
only. Applications, which are neither 500 shares nor for multiple thereof, shall be
rejected.
c) Allotment/ transfer of certificates to successful applicants shall be made in
accordance with the allotment criteria / instructions disclosed in the Prospectus.
d) The allotment of certificates shall be subject to scrutiny of applications in accordance
with the criteria disclosed in the Prospectus and / 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)
9.19
The Company will dispatch shares to successful applicants through their Bankers to
the Issue or credit the respective CDS accounts of successful applicants (as the case
may be).
E-IPO Facilities
In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through
United Bank Limited ("UBL") that is among the Bankers to the Issue. The accountholders of UBL
can use UBL net-banking to submit their applications online via link
http://www.ubldirect.com/corporate/ebank.
The accountholders of UBL can submit their applications through these links 24 hours a day
during the subscription period which will close at 12:00 midnight on July 29, 2015.
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Final Prospectus - Al Shaheer Corporation Limited
9.20
CODE OF OCCUPATION
CODE
01
03
05
07
09
9.21
CODE OF OCCUPATION
OCCUPATION
CODE
Business
02
Service
04
Household
06
Student
08
Industrialist
10
OCCUPATION
Business Executive
Housewife
Professional
Agriculturist
Others
BANKERS TO THE ISSUE
CODE
01
02
03
04
05
06
9.22
CODE OF BANKERS TO THE ISSUE
BANKS
CODE
BANKS
Askari Bank Limited
07
MCB Bank Limited
Bank Alfalah Limited
08
Meezan Bank Limited
Dubai Islamic Bank Limited
09
Soneri Bank Limited
Faysal Bank Limited
10
Summit Bank Limited
Habib Bank Limited
11
United Bank Limited
Habib Metro Bank Limited
NATIONALITY CODE
CODE
001
002
003
004
005
97
CODE OF OCCUPATION
OCCUPATION
CODE
U.S.A
006
U.K
007
U.A.E
008
K.S.A
009
Oman
OCCUPATION
Bangladesh
China
Bahrain
Other
Final Prospectus - Al Shaheer Corporation Limited
PART 10
10
BIDDING FORM OF AL SHAHEER CORPORATION LIMITED
(this space has been left blank intentionally)
98
Final Prospectus - Al Shaheer Corporation Limited
PART 11
11
SIGNATORIES TO THE PROSPECTUS
Mr. Kamran Ahmed Khalili
-Sd-
Mr. Naveed Godil
-Sd-
Mr. Muhammad Ali
-Sd-
Mr. Noorur Rahman Abid
-Sd-
Mr. Adeeb Ahmad
-Sd-
Mr. Qaysar Alam
-Sd-
Mr. Rizwan Jamil
-Sd-
Mr. Rukhsana Asghar
-Sd-
Signed by the above in the presence of witnesses:
-Sd___________________________
Mohammad Ashraf
Designation: Company Secretary
CNIC: 42401-1886496-9
Address: A-72, Sector Z-2,
Gulshan-e-Maymar, Karachi
Date: March 25, 2015
99
-Sd_____________________________
Hammad Ahmed Chishti
Designation: Manager Finance
CNIC: 42201-0959315-1
Address: F2, 1/11 Malir Extension,
Karachi
Date: March 25, 2015
Final Prospectus - Al Shaheer Corporation Limited
PART 12
12
MEMORANDUM OF ASSOCIATION
100
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101
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102
Final Prospectus - Al Shaheer Corporation Limited
103
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104
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105
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PART 13
13
APPLICATION FORM
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Final Prospectus - Al Shaheer Corporation Limited
APPLICATION INSTRUCTIONS FOR INVESTORS
GENERAL INSTRUCTIONS
1.
Eligible investors includes:
a.
b.
c.
d.
e.
Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;
Foreign Nationals whether living in or outside Pakistan;
Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);
Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of the Trust Deed and existing regulations); and
Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
2.
APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.
3.
Copies of Prospectus and application forms can be obtained from the members of Karachi Stock Exchange Limited, Lahore Stock Exchange Limited, Islamabad Stock Exchange Limited, the Bankers to the Issue and their branches, the
Joint Lead Managers & Arrangers and the registered office of the Company. The Prospectus and the application forms can also be downloaded from the websites: www.alshaheer.net, www.akdsecurities.net & www.nextcapital.com.pk
4.
The applicants opting for scripless form of Shares are required to complete the relevant sections of the application. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Shares is allowed ONLY in
the applicant’s 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.
5.
Name(s) and address(es) must be written in full block letters, in English and should not be abbreviated.
6.
All applications must bear the name and signature corresponding with that recorded with the applicant’s banker. In case of difference of signature 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.
7.
APPLICATIONS MADE BY INDIVIDUAL INVESTORS
8.
(i)
In case of individual investors, an attested photocopy of CNIC (in case of RPs) / Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC / Passport should be written against the name of the applicant.
Copy of these documents can be attested by any Federal / Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.
(ii)
Original CNIC / Passport, along with one attested photocopy, 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
photocopy will, after verification, be retained by the bank branch along with the application.
APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
(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 Gazetted Officer, Councilor, Bank Manager, Oath
Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.
(ii)
Attested photocopies of the documents mentioned in 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.
Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder.
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 / certificates 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 / Certificates.
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 “IPO OF AL SHAHEER CORPORATION LIMITED” and crossed “A/C PAYEE ONLY”.
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.
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.
14.
Applications are not to be made by minors and / or persons of unsound mind.
15.
Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.
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 / Certificates for which the application has been made.
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.
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.
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.
20.
Submission of false and fictitious applications is an offence under Section 87(7) of the Securities Act, 2015 and such applications’ money may be forfeited under section 87(8) of the Securities Act, 2015.
ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS
21.
In case of foreign investors who are not individuals, applications must be accompanied with a letter on 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.
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.
1.
The minimum amount of application for subscription of 500 ordinary shares is PKR 47,500/- (PKR 95 x 500 Shares) for both CDC and Physical form of shares. Application for Shares below the respective amount mentioned in this paragraph shall not be
entertained.
2.
Application for Shares must be made for 500 Shares or in multiple thereof only. Applications which are neither for 500 Shares nor for multiple thereof shall be rejected.
3.
Allotment / Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus.
4.
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 & Exchange Commission of Pakistan.
5.
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 data fields in the Application Form.
6.
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 maybe).
7.
BANKERS TO THE ISSUE
BASIS OF ALLOTMENT
9.
OCCUPATION CODE
Code
Name of Banks
Code
Name of Banks
Code
01
02
03
04
05
06
Askari Bank Limited
Bank Alfalah Limited
Dubai Islamic Bank Limited
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
07
08
09
10
11
MCB Bank Limited
Meezan Bank Limited
Soneri Bank Limited
Summit Bank Limited
United Bank Limited
01
02
03
04
05
Occupation
Business
Business Executive
Service
Housewife
Household
Code
06
07
08
09
10
Occupation
Professional
Student
Agriculturist
Industrialist
Other
*In order to facilitate investors, United Bank Limited “UBL” is offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net banking to submit their application online via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at 12:00 midnight on July 29, 2015.
8.
OVERSEAS BANKERS TO THE ISSUE
10. NATIONALITY CODE
Code
Name of Banks
Code
Name of Banks
Code
Name of Country
Code
Name of Country
01
02
03
04
05
N/A
N/A
N/A
N/A
N/A
06
07
08
09
10
N/A
N/A
N/A
N/A
N/A
001
002
003
004
005
U.S.A
U.K
U.A.E
K.S.A
Oman
006
007
008
009
Bangladesh
China
Bahrain
Other
For further queries you may contact:
Al Shaheer Corporation Limited - Mr. Mohammad Ashraf; Phone: +92-321-6600462; E-mail: mohammad.ashraf@alshaheer.net
AKD Securities Limited - Ms. Eliya Hamid Syed; Phone: +92-21-111-253-111; E-mail: eliya.hamid@akdsecurities.net
Next Capital Limited - Mr. Umer Habib; Phone: +92-21-35360533; E-mail: umer.habib@nextadvisors.com.pk
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