Lahore June 9 2022: Bank of Punjab will issue TFCs of PKR 10 billion with green shoe option of PKR 5 billion to meet Tier-1 requirement and PKR 7 billion with green shoe option of PKR 2 billion to meet Tier-2 Capital requirement, according to Banks filling to the exchange.
For this purpose, an Extra-Ordinary General Meeting (EOGM) of the members of The Bank of Punjab (BOP) will be held on Wednesday, June 29, 2022 at 11 :OO a.m to transact the TFC issuance.
The AGM will resolve that the issuance of the proposed Additional Tier-l capital by the Bank of Punjab in the amount of up to PKR 10,000,000,000/- (Pak Rupees Ten Billion), inclusive of a green shoe option of PKR 5,000,000,000/- (Pak Rupees Five Billion) in the form of rated, privately placed listed, unsecured, subordinated, perpetual and non-cumulative Term Finance Certificates (‘TFCs”).
In accordance with the directions under the ‘Instructions for Basel III Implementation in Pakistan’ (Basel III Regulations) issued by the State Bank of Pakistan (SBP), the TFC 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 tock-in clause or non-cumulative features of the TFCs, on such terms and conditions as may be determined by SBP, ln 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.”
The issuance of such shares upon the occurrence of any of the Conversion Events shall be subject to a cap of 1,211,387,038 (One Billion Two Hundred Eleven Million Three Hundred Eighty Seven thousand Thirty Eight) additional ordinary shares being issued and shall further be subjected 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.”
The issuance of the proposed Tier 2 capital by the Bank of Punjab (“The Bank”) in the amount of up to PKR 7,000,000,000/- (Pak Rupees Seven Billion), inclusive of a green shoe option of PKR 2,000,000,000/.'(Pak Rupees two Billion). “The TFC Issue” in the form of rated, privately placed I listed, unsecured, subordinated and redeemable Term Finance Certificates (“TFCs”).”
In accordance with the directions under the ‘Instructions for Basel lll ‘implementation ‘in Pakistan’ (“Basel III Regulations”) issued by the State Bank of Pakistan (“SBP”) The TFCs may be converted into ordinary shares of the Bank 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 or the point of non-viability as declared by SBP in accordance with the applicable rules and regulations of SBP and Basel Ill Regulations (the ‘PONV Event”), 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.”
In case of conversion of the TFC Issue (in part or full) upon the occurrence of the PONV Event, the maximum number of shares shall be subjected to a cap of 1,015,445,004 (One Billion Fifteen Million Four Hundred Forty Five Thousand Four) 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.”
