ATTOCK CEMENT PAKISTAN LTD.
November 7, 2025
Managing Director
Pakistan Stock Exchange Limited (PSX)
Stock Exchange Building, Stock Exchane Road, Karachi
Director / HOD
Listed Companies Department, Supervision Division Securities and Exchange Commission of Pakistan NIC Building, Jinnah Avenue, Blue Area,
Islamabad
Dear Sirs,
It is hereby informed that Attock Cement Pakistan Limited (the "Target Company") has received an Addendum to the Public Announcement of Intention to acquire shares and joint control of the Company from Integrated Equities Limited (the "Manager to the Offer'), on behalf of Fauji Cement Company Limited and Kot Addu Power Company Limited (the "Acquirers") under the Securities Act, 2015 and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.
A copy of the said Addendum to the Public Announcement of Intention is enclosed herewith.
The Stock Exchange is requested to make the aboVe information immediately available to the shareholders of the Target Company under Regulation 5(1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, by placing it on the Notice Board, uploading it on the automated information system, and making an an buncement on the House of Exchange.
Yo s sinc ely
For TTO M N P KI N LIMITED
IRFA AMA LL H
(Comp ny ecreta )
cc: Mr. Muhammad lqba H ssain VP and Chief Complia e Officer Integrated Equities Limited
Stnck R r nkers a t FSX I nv e s I m c let A dv I s o rr fi i nare claI Cu ns iJ It an I s MBA, ‹Po, nriTs d I
The Chief Executive Officer Attock Cement Pakistan Limited
D-70, Block-4, Kehkashan-5, Clifton
Karachi
The General Manager
Pakistan Stock Exchange Limited Stock Exchange Building
Stock Exchange Road, Karachi
Executive Director/HOD
Public Offering and Regulated Persons Department Securities Market Division
Securities & Exchange Commission of Pakistan NIC Building, 63-Jinnah Avenue,
Islamabad
04 November 2025
Addendum to the Public Announcement of Intention
to Acquire Shares and Joint Control of Attock Cement Pakistan Limited by Fauji Cement Company Limited and Kot Addu Power Company Limited
under the Securities Act, 2015 and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017
Dear Sirs,
This is with reference to the Public Announcement of Intention to acquire up to acquire majority shares together with Joint Control of Attock Cement Pakistan Limited ("Target Company"), on behalf of Kot Addu Power Company Limited (KAPCO) and Fauji Foundation (together referred to as "Acquirers") published in the daily "The Nation" (English) and "Nawa-i- Waqt" (Urdu) on 04 June 2025.
We, Integrated Equities Limited ("Manager to the Offer") would like to inform, vide this Addendum to the Public Announcement of Intention, that Fauji Cement Company Limited will replace Fauji Foundation as Acquirer for acquisition of up to 84.06% shares and joint control of, the Target Company with KAPCO.
In this regard and in accordance with the provisions of the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, we hereby submit the Addendum to the Public Announcement of Intention on behalf of Fauji Cement Company Limited and KAPCO for acquisition of up to up to 84.06% shares and joint control of, the Target Company.
The Addendum is expected to be published in the daily "The Nation" (English) and "Nawa-i-Waqt' (Urdu) newspapers on 06 November 2025 and cuttings of the newspapers shall be provided to PSX.
Integrated Equities Limited
Head Oflice : 30 Cricketers Colony, 3 Floor, NETSOL Avenue, Gnazi Interchange Ring Road Lahore. T 92 42 3574 1714 -15 E info@iel.nat.pk https://www.iel.net.pk Branch Office : Room No. 134, 3'd Floor, Stock Exchange Main Building, Karachi. T 92 21 3240 0881- 82 PSX TREC No. 293
Stock Brokers at PSX I nve stme nI Ad v isors Nina ncial Co its ultant s M&A, IPO, hElTs Advisors
Please find enclosed a copy of the Addendum to the Public Announcement of Intention. You may contact the undersigned for any additional information or clarification
For and on behalf of Integrated Equities Limited (Manager to the Offer) Yours faithfully,
Foi Integrated Equities Limited (Manager to the Offer)
Muhammad Iqbal Hussain
Enclosed: Addendum to the Public Announcement of Intention Copy to: All Concerned
Integrated Equities Limited
Head Office : 50 Cricketers Colony, 3 Floor, NETSOL Avenue, Ghazi Interchange Ring Road Lahore. T 92 4Z 3574 1714 -15 E info@iel.net.pk https://www.iel.net.pk Branch Otfice : Room No. 134. 3" Floor, Siock Mchange Main Building, Karachi. T 92 21 3240 0881- 82 PSX TREC No. 293
Fauji Cement Company Limited
KAP
Kot Addu Power Company Ltd.
ADDENDUM TO THE PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE SHARES AND JOINT CONTROL OF
ATTOCK CEMENT PAKISTAN LIMITED (THE "TARGET COMPANY")
BY
FAUJI CEMENT COMPANY LIMITED ("FFCL") AND
KOT ADDU POWER COMPANY LIMITED ("KAPCO") ("ACQUIRERS")
UNDER
THE SECURITIES ACT, 2015
This Addendum covers changes to the Public Announcement of Intention issued by Kot Addu Power Company Limited and Fauji Foundation on 03 June 2025 to acquire 84.06% shareholding and joint control of the Target Company. Due to a change in one of the acquirers, Fauji Foundation to Fauji Cement Company Limited, we are reproducing the changes to the original Public Announcement of Intention below. All other details including details of the Target Company remain unchanged.
Admonishment. Please note that the public announcement of intention to acquire voting shares/control of the "Attock Cement Pakistan Limited" is subject to obtaining the requisite regulatory approvals where required. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority(ies).
PART A
BRIEF DESCRIPTION OF THE INTENDED ACQUISITIONKot Addu Power Company Limited and Fauji Cement Company Limited (together referred to as "Acquirers") intend to acquire 84.06% shareholding and joint control of the Target Company. The Public Offer, if at all shall be made in accordance with the Listed Companies (Substantial Acquisition of Voting Shares and Takeover) Regulations, 2017 (the "Regulations")
Fauji Cement Company Limited
KAP
Kot Addu Power Company Ltd.
Intended Acquisition through | Acquirers | No. of Shares | Percentage |
Share Purchase Agreement (SPA) |
| 57,763,175 ordinary shares of the Target Company 57,763,174 ordinary shares of the Target Company | 42.03% of the paid-up share capital of the Target Company 42.03% of the paid-up share capital of the Target Company |
Company Limited | Not determinable at this stage | To be determined in accordance with the Regulations and after finalization of due diligence and Agreement(s) | |
Public Offer | 2. Kot Addu Power Company Limited | Not determinable at this stage | To be determined in accordance with the Regulations and after finalization of due diligence and Agreement(s) |
PART B
INFORMATION ABOUT THE ACQUIRER(S)
Names and Addresses of Acquirer(s) along with person(s) acting in concert, if any:
Name of Acquirer 1
Fauji Cement Company Limited
Address
Fauji Tower Block III, 68 Tipu Road, Chaklala, Rawalpindi
Name of Acquirer 2
Kot Addu Power Company Limited
Address
Office no. 309, 3rdFloor, Evacuee Trust Complex, Agha Khan
Road, F-5/1, Islamabad, Pakistan
Name(s) of the ultimate acquirer or the ultimate controlling shareholder:
Fauji Cement
Company Limited
Fauji Cement Company Limited is a listed company on the
Pakistan Stock Exchange. 61.65% of its shares are held by Fauji Foundation (FF), being the largest shareholder of the Company. FF was established as a charitable trust in 1954 under the Charitable Endowments Act, 1890. For further details on FF, please visit https://www.fauii.orq.pk/
Fauji Cement Company Limited
AP}t****@t]
Kot Addu Power Company Ltd.
Kot Addu Power
Company Limited
KAPCO is a public listed company incorporated under the laws
of the Islamic Republic of Pakistan. WAPDA a statutory corporation owns 40.25% shareholding of KAPCD
KAPCO has around 60,544 Shareholders (as of 31 May 2025) which include banks. DFIs, NBFls insurance companies, mutual funds and the general public. The major shareholders include:
- WAPDA 40.25%
MCB Bank Limited 9.43%
KAPCO Employees Empowerment Trust 5.48% United Bank Limited 5.00%
KAPCO's Board of Directors has three independent directors and five non-executive directors (WAPDA representation on the Board of Directors being three Directors including Chairman Board of Directors).
WAPDA is a statutory corporation created by the Pakistan Water and Power Development Authority Act, 1958 and is controlled by the Federal Government of the Islamic Republic of Pakistan.
Name and address of manager to the offer of the acquirer:
Name of Manager to the Offer
Integrated Equities Limited (IEL)
Address
30 Cricketers Colony, IEL Tower, NETSOL Avenue,
Ghazi Interchange, Ring Road, Lahore
Principal areas of business of the Acquirer and relevant experience:
Fauji Cement
Company Limited
The principal activity of the Company is manufacturing and sale of
different types of cement and tile bond.
Kot Addu Power
The Company was listed on April 18, 2005 on Pakistan Stock
Company Limited
Exchange Limited. The principal activities of the Company are to
own, operate and maintain a multi-fuel fired power station with fifteen
generating units with a nameplate capacity of 1,600 MW in Kot Addu,
District Muzaffargarh, Punjab, Pakistan and to sell the electricity
produced therefrom to a single customer, Pakistan Water and Power
Development Authority (WAPDA) under a Power Purchase
Agreement (PPA) which was initially for a period of 25 years. WAPDA
irrevocably transferred all of its rights, obligations and liabilities under
the PPA to Central Power Purchasing Agency Guarantee Limited
(CPPA-G) (Power Purchaser) thereunder via Novation Agreement
which became effective on May 21, 2021 after approval from the
relevant authorities. The PPA was extended by 16 months from June
26, 2021 as part of the settlement of a liquidated damages dispute,
Fauji Cement Company Limited
A}""""/ۖ]PKot Addu Power Company Ltd.
pursuant to the terms of Master Agreement and the Third
Amendment to the PPA, which expired on October 24, 2022.
The National Electric Power Regulatory Authority ("NEPRA") approved a Provisional Tariff (application for Final Tariff Determination is still pending) for 500 MW (Block I and Block II) under Rule 4(7) of NEPRA Tariff (Standards and Procedure) Rules, 1998, through its tariff determination dated April 9, 2025. Thereafter, NEPRA vide letter dated May 19, 2025 addressed to the Central Power Purchasing Agency (Guarantee) Limited (CPPA-G) (and inter alia copied to the Company) granted approval of the Tri-Partite Power Purchase Agreement (TPPA) between the CPPA-G, the Company and National Grid Company of Pakistan Limited along with the schedules. The directions of NEPRA as stipulated in its letter dated May 19, 2025 are to be complied with for signing of the TPPA, which, inter alia, include the conduct of Initial Capacity Test (ICT) and the Heat Rate Test (HRT) for bench marking efficacy and an Independent Engineer is to evaluate and determine Simple Cycle Efficiency/Heat Rate numbers which are to be submitted before NEPRA along with ICT and HRT Reports and thereafter the TPPA will become effective for operations of the Power Plant. The TPPA is in process of signing off by the parties.
The Company has its Power Complex at Kot Addu (Muzaffargarh), a corporate office located in Lahore and registered office located in Islamabad.
In case the acquirer is a fund/company:
Fauji Cement Company Lim ited:
i) Name of Managing Director
and chief executive
Mr. Qamar Haris Manzoor
ii) Names of the Directors of the
company
Lt. Gen Anwar Ali Hyder, HI (M), Retd Chairman
Maj. Gen Tariq Qaddus, HI (M), Retd Director Mr. Khushid Zafar Qureshi Director
Syed Bakhtiyar Kazmi Director
Mr. Mohammad Majid Munir Director
Syed Muhammad lrfan Aqueel Independent Director Ms Maleeha Humayun Bangash Independent Director Ms Saira Nasir Independent Director/Female Director
iii) Names of substantial
shareholders of the company
Fauji Foundation holding 61.65% shares of FCCL
iv) Date of incorporation
November 23, 1992
v) Jurisdiction of incorporation
Pakistan
Fauji Cement Company Limited Kot Addu Power Company Ltd.
vi) Authorized and paid-up capital
Authorized Capital: 5,000,000,000 ordinary shares of
Rs 10 each
Paid up Capital: 2,452,847,220 ordinary shares of Rs. 10 each
Kot Addu Power Company Lim ited:
vii) Name of the Chief Executive of the Company
Mr. Shahab Qader Khan
viii) Names of the Directors of the company
Lt. General (Retd) Muhammad Saeed (Chairman) Mr. Shahab Qader Khan (Chief Executive)
Mr. Aqeel Ahmed Nasir
Mr. Hafiz Mohammad Yousaf Mr. Saad Iqbal
Mr. Naveed Asghar Chaudhry
Ms. Mahwish Humayun Khan Mr. Khawaja Khalil Shah
Mr. Muhammad Arlan
ix) Names of substantial shareholders of the company
x) Date of incorporation
25 April 1996
xi) Jurisdiction of incorporation
The Registered Office is located in Islamabad, Pakistan
xii) Authorized and paid-up capital
Authorized Capital: PKR 36,000,000,000 divided into 3,600,000,000 ordinary shares of PKR 10/- each
Paid up Capital: PKR 8,802,532,280 divided into 880,253,228 ordinary shares of PKR 10/- each
'or further information on KAPCO, please visit https://www.kapco.com.pk
WAPDA: 40.25%
MCB Bank Limited: 9.43%
KAPCO Employees Empowerment Trust: 5.48%
United Bank Limited: 5.00%
Detail of companies, where the intended acquirer holds more than thirty percent voting shares:
Fauji Cement Company Lim ited: Nil
For further details please visit website: https://www.fccl.com.pk/.
Kot Addu Power Company Limited: Nil
Information about ultimate beneficial owner of the intended acquirer(s):
Name(s) of the natural person(s), CNIC/Passport Number, Nationality and address of each person:
Fauji Cement Company Limited
A$4****{$]P
Kot Addu Power Company Ltd.
Fauji Cement
Company Limited
Fauji Cement Company Limited is a listed company on the
Pakistan Stock Exchange. 61.65% of its shares are held by Fauji Foundation (FF), being the largest shareholder of the Company. FF was established as a charitable trust in 1954 under the Charitable Endowments Act, 1890. It does not have any ultimate beneficial owner. For further details on FF, please visit
https://www.fauii.orq.pk/
Kot Addu Power
Company Lim ited
There is no Ultimate Beneficial Owner of KAPCO under section
123A of the Companies Act, 2017. Please also refer to Para 1(b) above for pattern of shareholding. For further detail on the pattern of shareholding of KAPCO as of 30 June 2025, please visit KAPCO's website https://www.kapco.com.pk under the head "Investor Information"
Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares:
Fauji Cement Company Limited is a listed company on the Pakistan Stock Exchange. 61.65% of its shares are held by Fauji Foundation (FF), being the largest shareholder (ultimate Acquirer) of the Company. FF was established as a charitable trust in 1954 under the Charitable Endowments Act, 1890. FF holds following shareholding in companies:
Name of Company
Registratio
n No.
Nature
(listed / unlisted / private)
Nature of
business
Jurisdiction
of incorporation
Description
held control / more than thirty % shares or both
Fauji Fertilizer Company
Ltd.
0006241
Listed
Fertilizer
Islamabad
44.35%
Fauji Cement Company
Ltd
0028972
Listed
Cement
Islamabad
61.65%
Mari Petroleum
Company Ltd.
0012471
Listed
Petroleum
Islamabad
40%
Fauji Kabirwala Power
Company Ltd.
0033051
Public
Unlisted
Power
Islamabad
57.82%
Fauji Oil Terminal and
Distribution Company
Ltd.
0041853
Public
Unlisted
Oil
Terminal
Karachi
51.84%
Foundation Power Company Daharki Ltd.
0004945
Public Unlisted
Power
Islamabad
100%
Fauji Akbar Portia
Marine Terminal Ltd.
0052255
Public
Unlisted
Marine
Terminal
Karachi
50.31%
Fauji Meat Ltd.
0085037
Public
Unlisted
Meat
Processing
Islamabad
100%
Foundation Solar
Eneryy Limited
0089959
Public
Unlisted
Solar EPC
Islamabad
37.50%
Fongrow (Pvt.) Ltd.
0212713
Private
Agriculture
Islamabad
100%
Fauji Cement Company Limited Kot Addu Power Company Ltd
For further details on FF and its group companies, please visit r * i '^*•"**.«!‹!J 'J.t*^ Kot Addu Power Company Limited:
Please refer to Para 1(b) above for pattern of shareholding. For further detail on the pattern of shareholding of KAPCO as of 30 June 2025, please visit KAPCO's website '.'wrv k3 CO C's!II under the head "investor information"
Detail of any existing holding of voting rights in the target company:
(!! which the acquirer owns or over which they have control or direction: T N/A
h h ( )ned or controlled or directed by any person acting in concert with N/A tt a 6r
(iii) In respect of which the acquirer(s) or any person acting in concert with them N/A
has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer(s) or any person acting in concert with them holds an option to purchase or warrants or other convertible securities:
All conditions (Includlng normal conditions relating to acceptance, listing and increase of capital) to which the public offer or posting of it is subject:
The consummation of the acquisition shall be subject to, inter alia, finalization of acquisition terms, due diligence, execution of appropriate agreement(s) and receipt of all regulatory and corporate approvals, where required. The minimum level of acceptance, i.e. number and percentage shares, to which the offer is subject, if any, will be specified in the public offer.
All queries and correspondence relating to this Addendum to the Public Announcement of Intention may be addressed to the manager to offer at the following address:
Integrated Equities Limited (Manager to Offer) Mr. Muhammad Iqbal Hussain30 Cricketers Colony, IEL Tower, NETSOL Avenue, Ghazi Interchange, Ring Road, Lahore Contact: +92-42-3574 1714-15, Cell No. 0345 0091 263
Email: i bal missainmetiel k Website: mv‹ be! nr t
Signature: For and on behalf of Fauji Cement Company Limited
Name: Qamar Haris Manzoor Designation: Chief Executive Officer/MD Date: 04 November 2025
Stamp
Signature: For and on behalf of Kot Addu Power Company Limited
Name: Shahab Qader Khan Designation: Chief Executive Date: 04 November 2025 Stamp
