Karachi June 20 2025: Sindh High Court declared the public offer made by Greentree to acquire controlling shares of TRGP abated and directed AKD Securities to return the shares.
Court in its orders stated that shares held by Greentree in TRGP are declared to be the property of TRGP which shall be deemed to have been purchased by TRGP from its shareholders under section 88 of the Companies Act and held as treasury shares which are subject to the conditions set-out in sub-section (3) of section 88.
The Central Depository Company of Pakistan Ltd. is directed to amend the central depository register accordingly.
TRGP is directed to amend the register of its members accordingly and make other consequential alterations to its record.
As a consequence of the above, the public offer made by Greentree to acquire controlling shares of TRGP stands abated. The Manger to the Offer (AKD Securities Limited) is directed to return the shares tendered by shareholders of TRGP to the respective shareholders.
The Board of directors of TRGP are directed to forthwith issue notice for calling an extra-ordinary general meeting of the company for electing directors.
The Board of Directors of TRGP constituted after election shall then decide whether to retain the treasury shares, to cancel them or to sell them as per Regulation 13 of the Listed Companies (Buy-Back of Shares) Regulations, 2019; provided that, where the treasury shares exceed the limit fixed by Regulation 9, the shares exceeding such limit shall be cancelled or sold.
The Petitioner, Muhammad Ziaullah Khan Chishti, holds 16% shares in TRG Pakistan Ltd, a public listed company incorporated in Pakistan. Greentree Holdings Ltd., a Bermuda company, also holds 29.7% shares in TRGP.
On 17.01.2025, Greentree made a public announcement of offer under Regulation 7 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations 2017 [Takeover Regulations], read with section 1112 of the Securities Act 2015, to acquire an additional 35% voting shares of TRGP to take its shareholding to 65% thus giving it control of TRGP.
Mr Zia, the petitioner, contends inter alia that all shares of TRGP purchased by Greentree and now the public offer as well, is funded by TRGP‘s own money i.e. ‗financial assistance‘ by TRGP to buy its own shares which is prohibited by section 86(2) of the Companies Act 2017. The Petitioner submits that such maneuver by directors of TRGP to deliver control of the company to Greentree is unlawful, fraudulent and oppressive of the members of TRGP, hence this petition under section 286 of the Companies Act.
