Wafi Energy Holding Limited has successfully completed the acquisition of 11.29% of the total issued and paid-up share capital of Shell Pakistan Limited at a price of Rs155.11 per share. This was confirmed by Arif Habib Limited (PSX: AHL), the manager of the offer, in a final report issued regarding the scheme of arrangement.
On October 7, 2024, Arif Habib Ltd announced that Wafi Energy Holding had fulfilled all obligations under the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017. This marked a significant milestone in the acquisition process, ensuring that all statutory requirements were met.
The acquisition process for Shell Pakistan began on October 31, 2023, when the acquirers, represented by Wafi Energy LLC at the time, submitted a Public Announcement of Intention (PAI) to acquire 165,700,304 ordinary shares, representing 77.42% of Shell Pakistan’s total issued and paid-up share capital. However, an addendum to the PAI was issued on April 5, 2024, when Wafi Energy Holding Limited, a newly incorporated foreign entity, replaced Wafi Energy LLC as the acquiring entity. Asyad Holding acted in concert with Wafi Energy Holding during the acquisition.
To determine the offer price, Arif Habib Ltd conducted a valuation exercise in accordance with regulation 13 of the Listed Companies Regulations. The shares of Shell Pakistan were classified as “frequently traded shares” based on their trading volume and activity. Under regulation 2(1)(ca) of the Regulations, shares are deemed to be frequently traded if they are traded for at least 80% of trading days in the 180 days prior to the announcement and meet the required average daily traded volume (ADTV).
Shell Pakistan’s shares exceeded these thresholds, having traded on 100% of the market days with an ADTV of 779,086 shares, well above the required threshold of 267,531 shares, which is 0.5% of the company’s free float of 53,506,166 shares.
PUBLIC OFFER DETAILS AND ACCEPTANCE PERIOD
A CDS account titled “Manager to the Offer — Shell Pakistan Limited” was opened to facilitate the Public Offer. Shareholders who wished to participate in the offer were required to transfer their electronic shares to this account.
The Public Offer was formally launched following the completion of regulatory formalities. No competitive bids were received by the deadline stipulated under regulation 17(1) of the Regulations and section 120 of the Securities Act. A book closure period was set from September 1 to September 7, 2024, to determine eligible shareholders, followed by the dispatch of offer letters on September 10, 2024.
The acceptance period for the Public Offer opened on September 13, 2024, and closed on September 19, 2024. During this time, 760 shareholders participated, tendering a total of 22,165,837 ordinary shares against the offer size of 24,162,179 ordinary shares.
SHARE VERIFICATION AND PROCEEDS DISTRIBUTION
Following the close of the acceptance period, all tendered shares were verified by the Manager to the Offer against the list of shareholders as of the book closure date. Once confirmed, a notice was published on the Pakistan Stock Exchange (PSX) website on September 20, 2024, confirming the acceptance of the tendered shares.
Payments to the shareholders who tendered their shares were dispatched by September 28, 2024, via pay orders delivered by courier. The acquisition funds were covered by a bank guarantee amounting to PKR 3.89 billion against an offer size of Rs3.74 billion, calculated based on the acquisition of 24,162,179 shares at Rs155.11 per share.
Upon the conclusion of the Public Offer, Arif Habib Ltd, on behalf of Wafi Energy Holding, submitted a final report to the Securities and Exchange Commission of Pakistan (SECP), the Pakistan Stock Exchange, and Shell Pakistan Limited. The report certified that all obligations under the Takeover Laws had been fulfilled.
The successful acquisition of 11.29% of Shell Pakistan’s share capital marks a crucial step in Wafi Energy Holding’s larger plan to acquire up to 77.42% of the company. This acquisition aligns with Wafi Energy’s strategic expansion in the energy sector and strengthens its footprint in Pakistan’s growing oil and gas industry.
