Utd.bk (regs) Regulatory News (UBLS)

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

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:

Registered Office: 2 Abbey Road, Park Royal, London NW10 7BW Reg. No: 11003305

(vii) Name and addresses of the Board of Directors of the acquirer:

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