Lse Capital Limited · PSX:LSECL
Lse Capital — Merger or Acquisition (January 2024)
18 slides from Lse Capital's merger presentation, Jan 2, 2024
Slide 1: Scheme of Compromises, Arrangement and Reconstruction for Amalgamation/Merger
SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION FOR AMALGAMATION/MERGER OF Part – 1 : Complete Transfer of Business and Undertaking of Modaraba Al-Mali and LSE Proptech Limited with and into LSE Capital Limited Part – 2 : Partial Transfer (Designated Assets) of LSE Capital Limited with and int
Slide 2: Key Disclosures: De-Merger of Interloop Limited
Prospectus | Interloop Limited 2 nearer 4.9 KEY DISCLOSURES 4.9.1 De-Merger of Interloop Limited With Hosiery being the core business of the Company, Interloop over the years has also made investments in the dairy, IT and real estate sector along with short term investments in mutual funds (the “Inv
Slide 3: Merger Information
MERGER INFORMATION Mergers pf PSX Listed companies.pdf - Read-only - Ze pe) RA “nu S 2021 merger —_Caprat Company Name Merged With Dateof Paidup Ratio ‘Colony Mile Limited Colony Texte Mii Limited DMay-1d 2AALTS 10.7916 100 Shares: 79.16 Share) Merger Capital ‘Summary for ‘Year = 2014 (1 detail reco
Slide 4: Mergers of PSX Listed Companies
ae Maya CAPITAL PROBTECH alla oa Company Name Merged With Date of | Paid up Ratio Merger Capital 2008 Wednesday, December 29, 2021 Page 2 0f9 Company Name Merged With Date of Paid up Ratio Merger Capital Pakistan Industral Credit & ‘NIB Bank Limited OL-an08 —4150.720 1; 3.18 (100 Shares: 318 Shares)
Slide 5: Part-1 Complete Transfer of Assets and Undertakings
PART-1 Complete Transfer of Assets and Undertakings MODARABA AL-MALI (AND ITS MEMBERS) LSE CAPITAL LIMITED (AND ITS MEMBERS) LSE PROPTECH LIMITED (AND ITS MEMBERS) SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION FOR AMALGAMATION/ MERGER (IN TERMS OF PROVISIONS OF SECTIONS 279 TO 283 AND ALL OT
Slide 6: Salient Aspects Part 1
Salient Aspects Part – 1 MODAM and LSEPL will be Modaraba Al-Mali (MODAM) dissolved and the shares of LSE PL shares held by LSECAP shall be issued to the MODAM shall be distributed and LSE Proptech Limited registered members/certificate- LSECAP shall be registered (LSEPL) to merge with and holders o
Slide 7: Salient Aspects Part 1
Salient Aspects Part – 1 Effective Date within LSE Capital, being the No financing the limitation of 180 Effective date surviving entity to activity/portfolio in days from the assume the listing LSE Capital, except June 30, 2023 statement date of status of LSEPL legacy transactions last audited acco
Slide 8: Allocation Snapshot-MODAM
Allocation Snapshot-MODAM No of Outstanding MODAM No of LSECAP shares after 01. Certificates before the merger: 02. merger (.83%) (A): 75,378,039 90,816,915 Pro-rata distribution of LSEPL No of LSEPL Shares held by 03. MODAM: 16,469,434 04. Shares to MODAM certificate holders: 18.13% Conversion and
Slide 9: Allocation Snapshot-LSEPL & LSEFSL
Allocation Snapshot-LSEPL & LSEFSL No of Outstanding LSEPL shares before merger: 90,090,731 01 No of shares of LSEPL after merger (.83%): 74,775,306 02 No of LSECAP shares to be allocated to each shareholder: 74,775,306 03 No of LSEFSL shares to be allocated to each LSEPL shareholder: *NIL 04 *LSEFS
Slide 10: Numerical Calculation of Shares
Numerical Calculation of Shares Shares of LSECAP to be issued to the registered members of LSEPL No. of Shares Outstanding 90,090,731 No. of Shares of LSECAP to be issued to the shareholders of LSEPL 74,775,306 SWAP Ratio (No. of Shares of LSECAP against every One share of LSEPL) 0.83 Shares of LSEC
Slide 11: Benefits to MODAM certificate-holders
Benefits to MODAM certificate-holders To receive a better swap of MODAM certificates for LSE Capital Shares ▪ As compared to MODAM’s 52-week price range of PKR 3.0 to 5.7, the certificate holders shall receive a better valuation of PKR 8.3. ▪ The offered swap ratio in the Scheme is better than the s
Slide 12: LSE Capital Assets after Merger
LSE Capital Assets after Merger 1 2 3 Investments/Holdings in Tangible & Intangible Assets Licenses/registrations Subsidiaries/Associates: • Digital Custodian Company (Unlisted): - 36% • LSE Plaza Land & Building • Modaraba Management Company • Ensmile Limited (Unlisted): - 33% (Investment Property
Slide 13: Part-2 Partial Transfer of Designated Assets
PART-2 - Partial Transfer of Designated Assets LSE CAPITAL LIMITED (AND ITS MEMBERS) (AND ITS MEMBERS) SCHEME OF COMPROMISES, ARRANGEMENT AND RECONSTRUCTION FOR AMALGAMATION/ MERGER (IN TERMS OF PROVISIONS OF SECTIONS 279 TO 283 AND ALL OTHER ENABLING PROVISIONS OF THE COMPANIES ACT, 2017) 13
Slide 14: Part 2 Salient Aspects and Approvals Required
Part – 2 LSE group cross holding structure shall be created by issuing the additional shares of LSE Capital to LSE FSL. Certain designated assets (50% shares of Digital Custodian Company Limited) shall also be transferred to LSEFSL by LSECAP against the receipt of additional share capital of LSEFSL.
Slide 15: Authorized Capital Distribution under the Scheme
Authoriized Capital Distribution under the Scheme Par Value / No. of Shares/Certificates In PKRs. 000 Nominal Per Before After Before After Share/Certificate LSE PropTech Ltd. 10.00 150,000,000 1,500,000 Modaraba Al-Mali 10.00 92,000,000 920,000 LSE Capital Ltd. 10.00 25,000,000 200,000,000 250,000
Slide 16: Benefits of Part 2 to the shareholders
Benefits of Part 2 to the shareholders LSE FSL shall become a listed company. Capital Enhanced Avenue of Exit & Price Discovery The authorized and paid-up equity capital of The shareholders of LSE FSL shall find an LSE FSL shall be enhanced. avenue of exit and price discovery of their shares. Shares
Slide 17: Shariah Compliance Certificate for the Scheme
Shariah Compliance Certificate for the Scheme 17
Slide 18: Auditors Certificate on Swap Ratio
Auditors Certificate on Swap Ratio 18