ICI Pakistan Limited’s disclosure under regulation 5 of the listed companies (substantial acquisition of voting shares and takeovers) regulations, 2008

Karachi, June 15, 2012 (PPI-OT): Kindly refer to the above captioned subject, we wish to apprise you that a Notice of Public announcement of intention under regulation 6 (4) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 has been received by us from Lucky Cement Limited which is attached herewith for your information please.

Public Announcement of Intention to acquire 75.81% Shares or Control of ICI Pakistan Ltd

This is to inform you that Lucky Cement Limited intends to carry out a sub diligence process to evaluate and assess the viability of a potential acquisition of 75.81% of the issued and paid up share capital of ICI Pakistan Limited or one of the short listed potential acquirers invited to such process. In this respect, kindly find enclosed a copy of the public Announcement of Intention to purchase voting shares prepared in accordance with the Regulation 6 (4) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulation 2008.

Public Announcement of Intention to Acquire 75.81% Shares or Control of ICI Pakistan Limited by Lucky Cement Limited under Listed Companies (Substantial Acquisitions of Voting Shares and Take-Overs) Ordinance, 2002

1) Information about the acquirer

(a). Name and Address of Acquirer along with persons acting in concert, if any.

Lucky Cement Limited

6-A, Mohammad Ali Housing Society

A, Aziz Hashim Tabba Street

Karachi – 75350, Pakistan

(b). Name and Address of financial advisors of the acquirer, if any.

Standard Chartered Bank (Pakistan) Limited

P.O. Box No. 5556, I.I. Chundrigar Road,

Karachi – 74000, Pakistan

Tel: (021) 3245000

Fax: (021) 32414914

(c). In case the acquirer is a Company:

(i). Names of the chief executive and directors of the Company:

Chief Executive Officer of Lucky Cement Limited

Mr. Muhammad Ali Tabba

Directors

Mr. Muhammad Younus Tabba

Mr. Muhammad Sohail Tabba

Mr. Imran Younus Tabba

Mr. Javed Younus Tabba

Mr. Rahil Aleem

Mr. Mardan Tabba Khan

Mr. Ali J. Siddiqui

Ms. Manzoor Ahmed

(d). Names of Major Shareholders of the acquirer:

The Younus Brothers Group (represented by various individuals and group companies).

2) Information about the target company

(a). Name of the target company, its directors and major shareholders.

ICI Pakistan Limited

Directors

Mr. M. J. Jaffer

Mr. Waqar A. Malik

Mr. Mueen Afzal

Mr. Ali A. Aga

Mr. Bart Caster

Mr. Feroz Rizvi

Mr. M. Nawaz Tiwana

Mr. Derek W. Welch

iii. Major Shareholders (s)

Name of Shareholder Number of Shares Held Percentage
ICI Omicron B.V.

70,029,459 of PKR 10.00 each

75.81%

b. Total Number of issued shares of the Target Company.

92,359,050

3) Number of shares already held by the acquirer, if any.

Nil

4) Number of shares along with the percentage intended to be acquired by the acquirer through public offer or agreement

The acquirer intends to acquire 70,019,499 ordinary shares of PKR 10.00 each of the Target Company consultating 75.81% of the total issued and paid up share capital of the Target Company from ICI Omicron B.V.

For more information, contact:
Muhammad Abid Ganatra
Director Finance and Company Secretary
Lucky Cement Limited
ICI Pakistan Limited
ICI House, 5 West Wharf,
P.O. Box.4731, Karachi 74000
T: + 92 21 111 100 200
T: + 92 21 3231 3717-22
F: + 92 21 3231 1739
Web: www.icipakistan.com

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