Karachi November 14 2022: Bank Alfalah Limited shareholders in Extra Ordinary General Meeting (EOGM) held today approved buyback of 200 million shares and issuance of PKR 10 billion TFC with Green Shoe option of Rs 3 billion, according to Bank filing to the exchange.
Share holders of Bank Alfalah Limited in today’s EOGM, subject to obtaining approval from the State Bank of Pakistan, approved and is hereby accorded to Bank Alfalah Limited , to purchase / buy-back up to 200,000,000 (Two Hundred Million) issued ordinary shares, constituting up to approximately 11.25% of the current issued and paid up share capital, of the Bank, having face value of PKR 10/- (Pak Rupees Ten) each, at the spot / current price acceptable to the Bank prevailing during the purchase period, through the securities exchange i.e. the Pakistan Stock Exchange Limited (“PSX”), in accordance with the regulations.
The Buy-Back shall be made through the PSX, and the purchase period shall be from December 14, 2022 to June 2, 2023, or till such date that the Buy-Back is completed, whichever is earlier.
For this purpose Mr. Aasim Wajid Jawad, Group Head, Strategy, Transformation and Customer Experience of the Bank, or any person authorized by him, be and is hereby authorized and empowered to determine and approve the quantum of shares that may be purchased by the Bank (as may be deemed fit) on a day-to-day basis during the purchase period.
The shareholders also approved the issuance of the proposed Additional Tier-I capital by Bank Alfalah Limited in the amount of up to PKR 10,000,000,000/- (Pak Rupees Ten Billion), inclusive of a green shoe option of PKR 3,000,000,000/- (Pak Rupees Three Billion) in the form of rated, privately placed / DSLR listed, unsecured, subordinated, perpetual and non-cumulative Term Finance Certificates (TFCs).
The shareholders further resolved that in accordance with the directions under the ‘Instructions for Basel III Implementation in Pakistan’ issued by the State Bank of Pakistan (SBP), the TFCs , or a portion thereof, may be converted into ordinary shares of the Bank (i) if so directed by SBP on the occurrence of a point of non-viability as determined by SBP, at a price equivalent to the market value of the shares of the Bank on the date of trigger of the point of non-viability as declared by SBP, or (ii) upon the occurrence of a pre-specified trigger point pursuant to Basel III Capital Instructions, at a price equivalent to the market value of the shares of the Bank on the date of occurrence of the pre-specified trigger point, or (iii) due to any inability to exercise the lock-in clause or non-cumulative features of the TFCs, on such terms and conditions as may be determined by SBP, in accordance with the applicable rules and regulations of SBP (collectively the “Conversion Events”), which ordinary shares shall be issued other than by way of rights in accordance with Section 83(1)(b) of the Companies Act, 2017 and other applicable laws of Pakistan.
However, the issuance of such shares, upon the occurrence of any of the Conversion Events shall be subject to a cap of 322,061,192 (Three Hundred Twenty Two Million Sixty One Thousand One Hundred Ninety Two) additional ordinary shares being issued and shall further be subject to approval of the Securities and Exchange Commission of Pakistan in accordance with section 83(1)(b) of the Companies Act, 2017 and other applicable laws of Pakistan, be and are hereby also approved.”
