Last checked at 26 Mar 2018 10:48
Secretary's Department
SD/PSX/Material-Info/2018
22 March, 2018
The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building,
Stock Exchange Road,
Karachi.
Dear Sir,
Subject: Material Information -Internal Restructuring of Holding Company
In accordance with the relevant provisions of the Rule Book of the Pakistan Stock Exchange, we wish to inform the Pakistan Stock Exchange that as part of an internal reorganization exercise, and after obtaining all requisite regulatory approvals and clearances in Pakistan, the shareholders of United Bank Limited's holding company, i.e. Bestway (Holdings) Limited ("BHL"), a UK based company, have carried out a share for share transfer with a newly incorporated holding company, namely Bestway Group Limited ("BGL") which is also owned by the shareholding families of BHL. Resultantly, BHL has become a wholly owned subsidiary of BGL. The reorganization has in no way impacted the majority shareholding of United Bank Limited (UBL) in any manner, which remains intact and to be held by BHL.
In this respect, UBL has received a disclosure from BGL, which is enclosed.
The members of the Exchange may be informed accordingly.
A Disclosure Form is attached as Annexure A.
-Sd-
Aqeel Ahmed Nasir
Company Secretary & Chief Legal Counsel
Copy to:
The Director
Surveillance, Supervision & Enforcement Department
Securities and Exchange Commission of Pakistan
NIC Building,
63-Jinnah Avenue, Blue Area
Islamabad.
ANNEXURE "A"
DISCLOSURE FORM IN TERMS OF SECTIONS 15D(1) OF THESECURITIES AND EXCHANGE ORDINANCE, 1969 ANDSECTION 96 AND 131 OF THE SECURITIES ACT, 2015
Name of Company: Date of Report: Exact Name of the Company as specified in Registered Address of the Company Contact Information: | United Bank Limited March 22, 2018 United Bank Limited 13th Floor, UBL Building, Blue Area, Islamabad.
Aqeel Ahmed Nasir, Company Secretary & Chief Legal Counsel United Bank Limited. Telephone Number: 021-990332960 - 021-32400419 |
Please mark the appropriate box below.
[ ü ] Disclosure of price sensitive information by listed company.
Public disclosure of price sensitive information, which directly concerns the listed securities. The disclosure received from BGL is attached.
-Sd-
Aqeel Ahmed Nasir
Company Secretary & Chief Legal Counsel
Dated: March 22, 2018
Disclosure under Section 109 (2) of the Securities Act, 2015 ("Securities Act")Regulation 4 (1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers)Regulations. 2017 ("2017 Regulations")
(I) The Manager / Director, Pakistan Stock Exchange ("PSX")
(II) The Chief Executive, United Bank Limited ("UBL")
(III) Securities and Exchange Commission of Pakistan ("SECP")
Subject: Disclosure of exempted Transactions pursuant to Section 109 of the Securities ActPart A
1. It is reported pursuant to Section 109 of the Securities Act read with Regulation 4 of the 2017 Regulations that we, Bestway Group Limited ("BGL"), have acquired on 21 March 2018, 100% shares of Bestway (Holdings) Limited ("BHL") through a share for share exchange with the shareholding families of BHL ("BHL Shareholders"). As such, the BHL Shareholders have swapped their shares in BHL for shares in BGL, with the result that the BHL Shareholders now own 100% of BGL, and BGL owns 100% shares of BHL. This transaction is an internal reorganization exercise and does not attract part IX of the Securities Act (except the reporting requirement), in terms of Section 109(1)(h) of the Securities Act. This transaction has been cleared with the SECP, Competition Commission of Pakistan and State Bank of Pakistan.
2. The BHL Shareholders have incorporated BGL as a holding company specifically to hold shares of BHL. Prior to this transaction, BGL did not hold any shares of BHL. BHL holds 51.6% shares in UBL, and also holds 7.65% shares in UBL through Bestway Cement Limited, a subsidiary of BHL. The reorganization has in no way impacted the majority shareholding of UBL, which remains to be held by BHL.
Part BParticulars of the Acquirer
3. In respect of acquirer which is a company:
Name and registered address: Bestway Group Limited - 2 Abbey Road, London, NW10 7BW Registration No. in case of foreign company: 11003305 Date of Incorporation: 09 October 2017 Jurisdiction: England and Wales Authorized and Issued Share Capital: 1,000,000 Names and addresses of sponsors or persons having control over the acquirer: |
Registered Office: 2 Abbey Road, Park Royal, London NW10 7BW Reg. No: 11003305
Name | Address | |
Haider Zameer Choudrey | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Umair Zameer Choudrey | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Zameer Mohammed Choudrey | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Dawood Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Farrah Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Rizwan Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
c/o Bestway, 2 Abbey Road, London, NW10 7BW | ||
Suleman Pervez | ||
Atif Gul Sheikh | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Mohammed Younus Sheikh | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Rabiah Younus Sheikh | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Romana Sharjeel | c/o Bestway, 2 Abbey Road, London, NW10 7BW | |
Salih Mohammed Younus Sheikh | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
(vii) Name and addresses of the Board of Directors of the acquirer:
Name | Address |
Zameer Mohammed Choudrey | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
Dawood Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
Sir Mohammed Anwar Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
Rizwan Pervez | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
Mohammed Younus Sheikh | c/o Bestway, 2 Abbey Road, London, NW10 7BW |
4. If acquirer is an individual:
Not applicable
Part C
Particulars of persons acting in concert (vide section 108(d) of the Act)
Not applicable
Details, if the acquirer / person acting in concert has representation on the board of directors of the target company
Not applicable
Signature: -Sd-
Designation: Chief Executive Officer
Date: 21 March 2018
Website address of acquirer: Not applicable