Not for Publication, Distribution or Release in or into the United States, Australia, Canada or Japan


Islamabad: Recently there have been a number of reports in both print and electronic media regarding the issue by the Government of Pakistan (“GoP”) of an Oil and Gas Development Company Limited (“OGDCL”) Exchangeable Bond (“EB”) transaction. The Privatisation Commission wishes to clarify the factual situation for the general public as follows:

Cabinet Committee on Privatisation (“CCOP”) approved in principle the issue by GoP of an OGDCL EB in its meeting held on 8th March 2011. The OGDCL EB allowed for the return of the GoP to international capital markets after a prolonged gap of four years. It was also decided that due to the hybrid nature of the instrument, the transaction will be jointly managed by Ministry of Privatisation and Finance Division. The hiring of a consortium of financial advisors was completed in May when Citibank, JP Morgan, Credit Suisse and BMA were selected.

It was the intention of GoP to complete the transaction within the current fiscal year. However the international financial markets became extremely volatile towards the end of the fiscal year due the Greece Crisis and weak economic data emerging from USA. These facts were highlighted to the CCOP and it was decided to postpone launch of the EB and that the transaction will only be launched at an opportune time in the future as and when the markets recover.

Global Investor Meetings: Pakistan Reconnects with the global investor community

Meanwhile, the CCOP also decided that a series of investor meetings will be held for the GoP and OGDCL in the week of June 20th in Hong Kong, Singapore and London. A consortium of leading global investment banks comprising of Citibank, JP Morgan and Credit Suisse arranged these meetings for the GoP and OGDCL. These meetings were not roadshows for any specific transaction and no terms of any specific transaction were shared The meetings provided the opportunity to GoP to share with international financial market participants the key economic reforms undertaken by GoP, its planned privatisation program and to showcase strong state-owned entities such as OGDCL.

The meetings were well received by the global financial community. The purpose of the meetings was to familiarize the international financial community with developments in Pakistan, since it has not entered the international capital markets for the last 4 years.

The GoP will continue to review its options for accessing the international markets at an opportune time.

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the prospectus which will be published in due course in connection with any offering of securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the “US Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer and sale of securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada or Japan.

Any public offering of securities to be made in the United States will be made by means of a prospectus that that will contain detailed information about the company and management, as well as financial statements. There will be no public offer of securities in the United States, Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

For more information, contact:
Privatisation Commission
5-A EAC Building Constitution Avenue,
Islamabad- Pakistan
Tel: +9251 920 5146 -47
Fax: +9251 920 3076
Email: info@privatisation.gov.pk