The convertible portion will not reduce in line with the repayment profile and

The convertible portion will not reduce in line with

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- The convertible portion will not reduce in line with the repayment profile and instead will be repaid with the last installment due on September 15, 2017 if not converted by March 31, 2017. Note: The shares to be issued by the Company against conversion of the said loan shall not be saleable for a period of six months from the IPO date (16 th December, 2013), IFC will be allowed to convert the loan into shares any time after IPO till March 31, 2017. The terms are in-principally agreed between IFC and the Company however, the agreement is not signed till 6 th December, 2013 . 3.1.1 PRESENT ISSUE The Board of Directors of the Company during its meeting on July 24, 2013 passed a resolution to issue 75.00 million new ordinary shares of PKR 10/- each of the Company. 3.1.2 Engro Corporation Limited, the holding company, has entered into an agreement dated August 28, 2013 with the Financial Advisors to divest up to 30 million shares of Engro Fertilizers i.e. 2.31% of the post IPO paid up capital, out of its current holding of 1,222.80 million shares, at the Strike 1
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Page 27 of 94 Price to be discovered via Book Building Process. Mechanism for such divestment is provided in para 3.1.3 below. The shares will be offered to eligible local / foreign institutional investors / HNWI’s (informed buyers) only. 3.1.3 Mechanism for Divestment by Engro Corporation Limited: The mechanism for Divestment is disclosed below: a) Engro Corporation Limited will divest up to 30 million shares at the Strike Price discovered through book building process. b) Allocation of shares will be made on a “first come first serve basis” . c) Investors will have the option to subscribe to the aforementioned shares within a period of five (5) working days post completion of the Bidding Period i.e. from 22 nd November 2013 to 28 th November 2013 or before full allocation of 30 million shares, whichever is earlier. d) A single investor cannot be allotted more than 3 million shares. In case the shares are not fully subscribed within a period as described in (b) above, the said restriction capping the maximum allocation to a single investor shall be reviewed by the Company in consultation with the Financial Advisors to the issue. e) Order for subscription of shares should be placed in writing with the following addresses: i) Addressed To: Mr. Salman Virani ( [email protected] ) Syed Tariq Ali ( [email protected] ) ii) Copied To: Mr. Farhan A. Shaikh ( [email protected] ) and Mr. Eqan A. Khan ( [email protected] ) f) Timings for placement of orders will be KSE trading hours i.e. (09:30 a.m. to 03:30 p.m.) for Monday to Thursday and (09:15 a.m. to 12:30 p.m. and 2:30 p.m. to 04:30 p.m.) for Friday. g) Order for subscription of shares will only be acknowledged if placed in writing at the above mentioned email addresses and should at minimum bear the following details: i) Name of the Investor ii) Number of shares subscribed for iii) Amount (both in figures and in words) i.e. number of shares x Strike Price iv) Payment mode v) Instrument / Payment Instruction No.
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