First Capital Securities Corporation Limited’s Acquisition of Shareholding of Shaheen Insurance Company Limited

Karachi: This is with reference to our earlier letter no. FCSC/C and T/1/04/2011 dated 13 April 2011 regarding acquisition of shareholding of SICL from Hollard Insurance.

Please find attached copy of the letter no. EMD/TO/MISC/89/2011.1433 dated 18 May 2011 issued from Securities and Exchange Commission of Pakistan (“SECP”) for your information and record. Through aforesaid letter SECP has allowed us to proceed with the proposed transaction without making a public offer under the Listed Companies (Substantial Acquisitions of Voting Shares and Takeovers) Ordinance, 2002 (“Takeover Ordinance”) and Listed Companies (Substantial Acquisitions of Voting Shares and Takeovers) Regulations, 2008 (“Takeover Regulations”), subject to comply with the disclosure requirements of Section 4 of the Takeover Ordinance.

The requisite disclosure as per schedule II to Takeover regulations shall be provided at the time of acquisition of shares of SICL.

Non – Applicability of Listed Companies (Substantial Acquisition and Takeovers) Ordinance 2002 (“the Takeover Law”)

This is with reference to letter dated 16.5.2011 in relation to the substantial acquisition of shares of Shaheed Insurance Company Limited (“SICL”) by Shaheen Foundation (“SF”) and First Capital Securities Corporation Limited.

2. The facts of the case briefly stated are that SF, FCSC and Hollard Insurance Company Limited (“Hollard”) hold 85.68% shares and have control of SICL, SF and FCSC have entered into, a Share Purchase Agreement (“SPA”) dated 28th February 2011 with Hollard for acquisition of Hollard’s entire shareholding of 6,345,296 shares of Rs.10 each (25.38% of the total existing paid up capital of SICL). The aforesaid letter also states that WorldCall Telecom Limited, Telecom Limited, holding 12.55% shares in SICL, does not intend to tender any shares of SICL in case FCSC makes a public offer as per the requirements of Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 (“Take-0vers Ordinance”).

3. Considering the facts disclosed and contents of the aforesaid letters, and that Worldcall Telecom Limited has given written confirmation that it will not sell its shares in response of any public offer made by you, the Commission is of the view that public offer as stipulated by Section 5 of the Take-overs Ordinance is rendered unnecessary since shares available for purchase as a result of the said offer are only 1.77% which is less than the minimum acceptance level of 5%. Therefore, you may proceed with the proposed transaction without making a public offer. However, please note that you are required to comply with the disclosure requirements of Section 4 of the Takeovers Ordinance. The requisite disclosures, in this regard, are detailed in Schedule II of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008.

4. Please also note that he view point of the Commission on the proposed transaction is based on the facts of the subject matter as stated above. This should not be treated as a binding decision of the Commission in any way.

For more information, contact:
Shahzad Jawahar
Company Secretary
First Capital Securities Corporation Limited
103-C/II, Gulberg –III,
Lahore, Pakistan
UAN: +9242 111-947-947
PABX: +9242 35757591-94
Fax: +9242 35757590