KASB Bank Limited’s public announcement of intention by Nishat Mills Limited for acquisition of 75.81% controlling stake in ICI Pakistan Limited

Karachi, June 11, 2012 (PPI-OT): On behalf of our client Nishat Mills Limited, a company registered in Pakistan, we KASB Bank Limited (KASBB) are pleased to submit the “Public Announcement of Intention” to Acquire the above captioned shareholding of Id Pakistan Limited under Regulation 6 (4) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulation 2008.

Kindly note, that KASB Bank Limited has been appointed as the Manager to the Offer by Nishat Mills Limited.

Regulation 6(4)1
Public Announcement of Intention to Acquire Approximately 75.81% Shares of ICI Pakistan Limited by Nishat Mills Limited Under Listed Companies (Substantial Acquisitions of Voting Shares and Take-Overs) Ordinance, 2002

1) Information about the acquirer

a. Name(s) and Address(s) of Acquiter along with persons acting in concert
i. Name:
Nishat Mills Limited

ii. Registered Office:
Nishat House, 53-A, Lawrence Road, Lahore

b. Name(s) and Address(s) of financial advisors of the acquirer, if any
i. Name;
KASB Bank Limited

ii. Principal Office:
Business and Finance Centre, I.I. Chundrigar Road, Karachi

c. Names of the chief executive and directors of the acquirer

i. Chief Executive; Mian Umer Mansha
ii. Directors;

Mr. Mian Timer Mansha
Mr. Mian Hassan Mansha
Mr. Khalid Qadeer Qureshi
Mr. Muhammad Azam
Mr. Maqsood Ahmed
Mr. Syed Zahid Hussain
Ms. Nabiha Shahnawaz Cheema

d. Names of Major Shareholders of the acquirer

The Nishat Group (represented by various individuals and group companies)

2) Information about the target company

Name of the target company, its directors and major shareholders

i. Name: IC Pakistan Limited
ii. Directors:

Mr. M. J. Jaffer
Mr. Waqar A. Malik
Mr. Mueen Afzal
Mr. Ali A. Aga
Mr. Dart Caster
Mr. Feroz Rizvi
Mr. M. Nawaz Tiwana
Mr. Derek W. Welch

iii. Major Shareholders:
ICI Omicron B.V. (75.81%)

1. Total Number of issued shares 92,359,050 Shares

Number of shares already held by the acquirer

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

Pursuant to the order of the Honourable Sindh High Court, ICI Pakistan Limited would effectively be reconstructed into two separate legal entities, namely Akzo Nobel Pakistan Limited and ICI Pakistan Limited. Subsequent to the approval of the Honorable Count, the Paints undertaking of ICI Pakistan Limited would transfer to and vest in Akzo Nobel Pakistan Limited and ICI Pakistan Limited will re-emerge with reduced capital. It is, therefore, our intention to target ICI Pakistan Limited alter giving effect to this reconstruction.

We, the acquirer, intend to acquire approximately 70,019,459 shares (appx. 75.81%) of the target company through agreement, which would ultimately be held by ICI Omicron B.V. If the acquirer proceeds to acquire these shares, the acquirer with make a public announcement of Offer to acquire shares ha accordance with the requirements of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002.

For more information, Contact:
KASB Bank Limited
Principal Office: Business and Finance Centre,
I.I. Chundrigar Road, Karachi, 74000, Pakistan
Tel: (PABX) 92-21-32446005-10, 32446772-7
UAN: 021-111-555-666
Fax: 92-21-32446828
Web: www.kasb.com

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