The Karachi Stock Exchange (Guarantee) Limited’s Transfer and Allotment of Unsubscribed Rights Shares of Silkbank Limited to Mr. Shaukat Tarin

Karachi: Refer to our letter No. CS – 327 (copy attached for your reference) dated July 23, 2010 on the captioned subject.

In order to further progress and complete subscription process of Unsubscribed Rights Shares, the, Board of the Bank has approved the allotment of 1,028,710, 173 Unsubscribed Rights Shares, earlier allotted to Mr. Azmat Tarin, to Mr. Shaukat Tarin. The Board has also authorized Mr. Shaukat Tarin to further allot / transfer all or part of the Right Shares to such new investor/ investors as he may deem fit, on or before June 30, 2012, subject to compliance of regulatory requirements.

In this regard, we attach herewith the certified true copy of the Extract of the minutes of the meeting held on February 29, 2012 for your information and record.

In view of the above, subject to the Bank receiving all regulatory approvals, the Bank will allot and issue Rights Shares to Mr. Shaukat Tarin or to such new investor as Mr. Shaukat Tarin in his capacity as the Sponsor of the Bank, may deem fit.

Transfer and Allotment of Shares of Silkbank Limited

We write with reference to the above mentioned matter.

Silkbank Limited (“Bank’) conducted an issue of 311.00226% rights shares of Rs. 10/- each on a discount of Rs. 7.50 per share under the provisions of Section 86 of the Companies Ordinance, 1984 (“Companies Ordinance”). In terms of the provisions of the Companies Ordinance, the rights shares were offered to the existing shareholders of the Bank pro rata to their current shareholding in the Bank.

Bank Muscat being a majority shareholder in the Bank, holding approximately 315,776,969 shares in the Bank prior to the announcement of the rights issue, was offered 982,073,510 shares in the rights issue in proportion with its existing shareholding (“Bank Muscat Rights Shares”)-However, Bank Muscat informed the Bank that it would not be exercising its option to subscribe and pay for the Bank Muscat Rights Shares and requested the Board of Directors of the Bank to offer and allot such Bank Muscat Rights Shares to such investors as it may deem fit.

In addition to the Bank Muscat Rights Shares, 52,536,663 shares in the rights issue were not subscribed to and paid for by the existing shareholders of the Bank and accordingly such shares were returned to the Board of Directors of the Bank for allotment in accordance with the powers granted to the Board of Directors under Section 86 (7) of the Companies Ordinance (“Unsubscribed Rights Shares”).

In view of the above and in exercise of its powers under Section 86 (7) of the Companies Ordinance, the Board of Directors the Bank have resolved to allot and issue the Bank Muscat Rights Shares and the Unsubscribed Rights Shares (collectively the “Rights Shares”) to Mr. Azmat Tarin subject to the following conditions:

(i) The subscription of the Rights Shares by Mr. Azmat Tarin shall be completed on or before September 30, 2010; and

(ii) The approval of the State Bank of Pakistan and the Securities and Exchange Commission of Pakistan being obtained in respect of the allotment and issuance of the Right Shares by Mr. Azmat Tarin.

In addition to the rights of allotment granted to Mr. Azmat Tarin, the Board of Directors of the Bank have also authorized Mr. Azmat Tarin in his capacity as the Chief Executive Officer of the Bank to allot the Rights Shares to any third party including Senior Management or Board of Directors of the Bank or to any new investors prior to September 30, 2010.

Subsequent to the allotment to Mr. Azmat Tarin of the Rights Shares, the total shareholding of Mr. Azmat Tarin in the total and issued paid up capital of the Bank will be 28.50%.

In view of the above, subject to the Bank receiving the approval of the State Bank of Pakistan, the Karachi Stock Exchange (Guarantee) Limited is hereby informed that the Bank will allot And issue the Rights Shares to Mr. Azmat Tarin or to such member of Senior Management or Board of Directors of the Bank or a new investor as Mr. Azmat Tarin in his capacity as the Chief Executive Officer of the Bank may deem fit.

Extract of the Minutes of 127th Meeting of the Board of Directors held on Wednesday, February 29, 2012 at 10:00 AM (PST) at 2nd Floor, Central Office, Silkbank Building I.I. Chundrigar Road, Karachi

The Board in its 127th meeting was pleased to approve and passed the following resolutions:

“Resolved that 1,028, 710,173 Rights Shares which was allotted to Mr. Azmat Tarin vide resolution passed in the 119th meeting of the Board be and are hereby , now allotted and issued to Mr. Shaukat Tarin subject to the approval of the regulators”.

“Further resolved that the Company Secretary of the Bank, be and is hereby authorized, to take all steps necessary, ancillary and incidental for the allotment and issuance of the Right Shares to Mr. Shaukat Tarin including but not limited to obtaining all requisite regulatory approvals and submitting all such documents as may be required by the regulators, executing all such certificates, application; notices, reports, letters and any other documents or instrument including any amendments or substitutions to any of the foregoing as may be required in respect of the allotment and issuance of the Right Shares and all other matters incidental or ancillary thereto”.

For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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