ROL and the resultant PPTCs will be traded on the following trading terminals of the Stock Exchanges: KSE - Karachi Automated Trading System (KATS) LSE - Unified Trading System (UTS) ISE -Unified Trading System (UTS) Profit Payments are not based on KIBOR based but linked to the Profitability of the Company; On annual basis, 3% of the face value of each PTC or an amount per PTC equal to the cash dividend (interim plus final) paid by the Issuer per ordinary share during the relevant financial year, whichever is higher; Company may convert PTC into ordinary share at the ratio of One PTC to One ordinary share of the Company as and when deemed fit by the Company. For the avoidance of doubt, there is no obligation on the Company to convert the PTCs into Ordinary shares; Pre-emptive right to further PPTC issue (in case of a rights issue of ordinary shares by the Company) subject to approval of SECP & shareholders at the time of right announcement; Bonus entitlement (in the form of PPTC) (if Company announces issuance of bonus shares to the existing ordinary shareholders) subject to approval of SECP & shareholders at the time of bonus announcement; ROL & PPTCs are tradable at KATS/UTS like shares
Why Unsecured ? Since PPTCs are being issued in perpetuity with automatic conversion into ordinary shares in case of winding up, security is not required; Why Perpetuity ? Management is confident that such form of financial schema will increase the total value of the Company so increased pie will be distributed (in the same ratio) amongst shareholders and PPTC holders. With perpetual PPTC, all the stakeholders (i.e. the Company, the shareholders and the PPTC holders) shall continue to enjoy the benefits of the investment till such times as the PTCs are converted into shares; Why 1/10th Voting Right ? Entitlements on PPTC are commensurate with the entitlements on shares. Share price is trading between Rs. 80/- ~ Rs. 90/- but PPTC is being offered at Rs.40/- to the existing shareholders. So price of PPTC is reduced due to less (9/10th ) voting right; Certain Valuation Model of Voting Right is being used for valuation.
Entry and Exit Options to the Investors? PPTC will be listed on all Stock Exchanges of the Country which will act as provider of liquidity (including exit option) through secondary market trades. In addition the Company will also appoint marker to create liquidity for the PPTC holders; Why Pre-emptive Right ? Preemptive right for shares are explicitly defined in the Companies Ordinance, 1984. Pre-emption right (first right of refusal) is contractual arrangement between two parties (i.e. between issuer and investors). However, we will exercise this right subject to SECP’s approval at the time of issue. Why Bonus Right ? Bonus will be paid out of profits. It is embedded in the issue to make it more attractive and to commensurate it with the returns on shares. Bonus debentures in India is already in practice. However, we will exercise this right subject to SECP’s approval at the time of declaration.