Islamabad September 22 2024: Fauji Fertilizer Bin Qasim minority shareholders will get one share of Fauji Fertilizer Company based on swap ratio of one to 4.29 as a consequence of merger, according to company filing to the exchange.
Share price of the Fauji Fertilizer Bin Qasim drops PKR 3.68 per share or 7.66 percent on Friday at Pakistan Stock Exchange.
The Board of Directors of Fauji Fertilizer Bin Qasim Limited , at its meeting held on September 20, 2024, approved the merger of the Company with and into Fauji Fertilizer Company Limited (FFCL), along with the draft Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017, to be entered into between the Company and FFCL for the purposes of the same, subject to finalization thereof, obtaining all necessary shareholders’, secured creditors’ and regulatory approvals, and the sanction of the Scheme by the Honorable Lahore High Court, Rawalpindi Bench, along with fulfilment of related legal formalities, and further subject to any changes or modifications thereto as may be required or prescribed, or such amendments as may be considered necessary, without materially affecting the substance thereof.
In terms of the Scheme it is intended, inter alia, that the entire undertaking of the Company (including its assets, liabilities, privileges, obligations, rights and business) shall be merged, by way of amalgamation, with and into FFCL, and all the shares of the Company shall be cancelled, in consideration for which an aggregate of approximately 150.87 Million ordinary shares of FFCL shall be allotted and issued to the shareholders of the Company (excluding to FFCL itself, as a shareholder of the Company), based on a swap ratio of 1 (one) ordinary share of FFCL for approximately 4.29 ordinary shares of the Company held by such shareholders of the Company. As a consequence of the merger, the Company shall stand dissolved without winding up and delisted from the PSX.
