. , . . ,. . ; .
ATTOCK CEMENT PAKISTAN LTD.
June 03, 2025
Managing Director
Pakistan Stock Exchange Limited (PSX)
Stock Exchange Building, Stock Exchange Road, Karachi
Director / HOD
Listed Companies Department, Supervision Division Securities & Exchange Commission of Pakistan
NIC Building, Jinnah Avenue, Blue Area Islamabad
Dear Sirs,
DISCLOSURE UNDER TAKEOVER REGULATIONS
It is hereby informed that Attock Cement Pakistan Limited (the "Target Company") has received public announcement of intention from Integrated Equities Limited (the "Manager to the Offer"), on behalf of Fauji Foundation and Kot Addu Power Company Limited (the "Acquirers") to acquire upto 115,526,349 /oting shares (representing 84.06% jointly of the paid-up capital) of the Target Company, beyond the threshold prescribed under Section 111 of the Securities Act, 2015, subject to receipt of regulatory and other approvals. This intention has been notified to the Chief Executive of the Target Company on June 03, 2025. A copy of the said public announcement of intention is enclosed.
The Stock Exchange is requested to make the above information immediately available to the shareholders of the Target Company under Regulations 5(1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, by placing it on the notice board and through notification on automated information system and make an announcement on the house of exchange.
Yo rs sincerely
Fo TTOCK CEMENT PAKISTAN LIMITED
IRFA A ANUL
(Comp ny Sec ary)
C.c: Secretary Committ e of ministration - Fauji Foundation Chief Executive - K add Power Company Limited
UAN : i922 l j 1 1 I - j 7• I 7- 17. PABX . {922 1j 35509773-74, Eu : (922 1 ) 35309775
' "P!'? allockccment * +• Wrb i!* https://www.aItockcomcnt.com
t . fa*!^ry %aftockcemenLcom
Stock Brokers at PSX I n vest me n t Ad v i s o rs Fin a ncial Consulta nts M&A, IPO, RElTs Advisors
03 June 2025
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
Public Announcement of Intention to Acquire Shares and Joint Control of Attock Cement Pakistan Limited by Fauji Foundation and Kot Addu Power Company Limited under the Securities Act, 2015 (the Act) and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 (the Regulations)Dear Sirs,
We, the Integrated Equities Limited (IEL) have been appointed as Manager to Offer (MTO) by Fauji Foundation and Kot Addu Power Company Limited (the Acquirers), in accordance with the provisions of the Act and the Regulations.
On behalf of the Acquirers, we are pleased to submit Public Announcement of Intention (PAI) to acquire majority Shares together with Joint Control of Attock Cement Pakistan Limited (Target).
The PAI is intended to be published in one English and one Urdu newspaper within two working days in accordance with the Regulations and the Act.
Yours faithfully,
For Integrated Equities Limited (Manager to the Offer)
Author e S gnat
Enclosed: Public Announcement of Intention Copy to: All Concerned
Integrated Equities Limited
Head Office : 30 Cricketers Colony, 'd Floor, NETSOL Avenue, Ghazi Interchange Ring Road Lahore. T 92 42 3574 1714 -15 E info iel.net.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
Fauji Foundation Kot Addu Power Company Ltd.
PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE SHARES ANDJOINT CONTROL OF
ATTOCK CEMENT PAKISTAN LIMITED (THE "TARGET COMPANY")
BY
FAUJI FOUNDATION ("FF")
AND
KOT ADDU POWER COMPANY LIMITED ("KAPCO")
("ACQUIRERS")
UNDER
THE SECURITIES ACT, 2015
Admonishmen(: Please note that the public announcement of intention to acquire voting sharee/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(tes),
BRIEF DESCRIPTION OF THE INTENDED ACOUISITION
The Acquirers intend to acquire 84,0b% shareholding and joint control of the Target Company, The Public Offer, if at all shall ba made in accordance with the Liated Companies (Substantial Acquisition of Voting Shares and Takeover) Regulations, 2017 (the "Regulations").
Intended Acquirers
Acpuieltlon through
Fauji
Share Foundation
Purchase
57,763,175 42.03% of the paid-up 6hBre shares of the capital of tha Targat Company
TargetaCm m _
Agreement 2. Kot Addu (SPA) Power
_ Com n Ltd.
57,763,174
shares of the
Ta etCom ny
42.03% of the paid-up share capital of the Target Company
To be determined in
Fauji Foundation
Public Offer --
Kot Addu Power Company Ltd.
Not determinable accordance with the at this stage Regulations and after
finalization of due diligence
_annodt
To be determined in Not determinable accordance with the at thia stage Regulations and after
finalization of due diligence nd nt
Page 1 of 8
Fauji Foundation
AKP
Kot Addu Power Company Ltd.
INFORMATION ABOUT THE ACOUIRERfS)
Namec and Addreaees of Acquirer{s) along with person(a) acting in concert, If any:
Name of AcuIgrer1 Fauji Foundation Addresa 68 Ti u Road, Rawal ndi. Pakistan
Nameof Acquirer 2 Koi Addu Power Company Limited
Addraas Office no. 309, 3'* Floor, Evacuee Tru6t Complex, Agha Khan
Ro d F 5/1, Islamabad. Pakistan
Name(s) of the ultimate acquirer or tha ultimate controlling aharehotder:
Fauji und ion " i Foundaton eatablishad as a charitable trugt in 1B54 under the Charitable Endowments Act, 1890. Accordingly, it has no ultimate controlling shareholder.
Kat Addu Power KAPCO ia a public liated@mpany incorporated under the laws of Company Limited . the Islamic Republic of Pakistan. WAPDA a statutory corporation
owns 40.25% shareholding of KAPCO.
KAPCO has around 60,s44 shareholders (as of 31 May 2025) which include banks, DFIS, NBFls insurance companies, mutual fund• and the general public. The major shareholders include:
- WAPOA
40.25%
MCB Bank Limited
9.43°A
KAPCO Employeaa Empowerment Trust
5.48%
United Bank Limited
5.00%
KAPCO's Board of DirectorB has thrae Independent directors and five non-executive directors (WAPDA representation on the Board of Directors being three Directors Induding Chairman Boerd of Directors).
WAPDA is a statutory corporation crsatad by the Pakistan Water and Poaiei Devebpment Authority Act, 1958 and is controled by the Federal Government of the Islamic Ryeublic of Palcistan
Name and address of manager to the offar of the acquirer:
*Name of Manager to the Offs Integrated Equities Limited (IEL
Address 30 Cricketers Colony, IEL Tower, HETSOL Avenue, Ghazi lntercha Rin R d, Lahore
Fauji Foundation
AMP
Kot Addu Power Company Ltd.
Principal araas of business of the Acquirer and relevam exqerlence:
F j Foundation
Kot Addu Power
Company Limited
Fauji Foundation (FF) is a growth driven 'Social Hyb Enterprse' , which earns to serve its baneficiariea. It is the largest social entity in Pakistan having a strategically diversified portfolio of companies in Fertilizer, Cement, Food, Power Generation (Thermal and Renewable), Oil & Gas Exploration, LPG marketing & distribution, Marine Terminals, Financial Servk›ns (Bank and Financial Brokeage), and Employment Services, FF striven to achieve growth both nationally and internationally by means of selective acquisitions and strategic partnerahips.
FF's associated companies listed on the Pakistan Stock Exchange i have shown robust performance year afier year, highlighting sharehokler confidence In their management capabilities.
The Company was listed on Apnl 18, 2005 on Pakistan Stock Exchange Limited. The principal activities of the Company are to own, operate and maintain a multi-fuel fired power station with ftfieen 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 (WAPOA) under a Power Purchase Agreement (PPA) which waa initially for a pariod of 25 years. WAPOA irrevocably transferred all of its rights, obligations and liabilities under tha PPA to Central Power Purchasing Agancy Guarantee Mmited (CPPA-G) (Power Purchaser) theraundar 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 28, 2021 as part of the settlement of a liquidated damages dispute, pursuaM to the terms of Master Agreement and the Third Amendment to the PPA, yvhich expired on October 24, 2022.
The National EWric 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, 199B, through iB tariff determination dated April 9, 2025. Thereafter, NEPRA vide letier dated May 16, 2025 addreaaad to the Cemral Power Purchasing Agency (Cuarantea) Limited (CPPA-G) (and i gt|g copied to the Company) granted approval of the Tri-Partite Power Purchase Agreement (TPPA) between the CPPA-
G. the Company and National Grld Company of Pakistan Limited along with the schedules.
The directions of NEPRA aa atipulatad in ita kztter dated May 19, i 2025 are to be complied w4h for signing of the TPPA, which, inter alia, include the conduct of Initial Capacity Test (ICT} and the Heat Rate Tost (HRT) for bench marking efñcacy and an Independent
eage 3 of s
Fauji Foundation
KAP
Kot Addu Power Company Ltd.
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 paAiea.
The Company has its Power Compex at Kot Addu tMuzaffargarh), a corporate office located in Lahore and registered ofFca located in
Islamabad.
In case the acguirsr ia a fund/company:
Fau|t Foundadon:
Not Applicable (N/A) as the Acquirer is a charitable trust under the Charitable Endowments Act, 1890. However, for more information on FF, plea8e Vi9ithttps://www fauii.orq.pk/
Kot Addu Power Company Limited
Name of the Chief Executive Mr. Shahab Q@ir Khan "
oftha Comp
Names of the Directors of the Lt. General (Retd) Sajjad Ghani (Chairman) company Mr. Shahab Qadir Khan (Chief Executive)
Mr. Aqeel Ahmed Nasir
Mr. HaFtz Mohammad Yousef Mr. Saad lqbal
Mr. Naveed Asghar Chaudhry Ms. Mehwiah Hurnayun Khan Mr. Khawaja Khalil Shah
Mr. Muhammad Arlan
Names of aubstanial shareholders of the company
' » WAPOA: 40.25% " "
MCB Bank Limited: 9.43°A
KAPCO Employees Empowerment Trust: 5.48%
» United Bank Llmlte: 5.0096
Oate of in@rporation , 25 April 1900
vi)A
Jurisdiction of incorporation"" | The Register ice is located in islamabad,
Pakistan
orized and paid-up capital Authorized Capital: PKR 38,000,000,000 divided
imo 3,600,000,000 ordinary sharea of PKR 10/- each Paid up Capital: PKR 8,802,532,280 divided into
880.2228 ordinary shares ofPKR 10/- each
For further information on KAPCO, plaaae visñ www.ka oo,com.pk
Fauji Foundation
AI****{g§|P
Kot Addu Power Company Ltd.
Detail of companies, where the intendad acquirer holds more than thirty percent voting sharec:
Fauji Foundation:
Namaâfc6mpany : Regietrstion Nature N•turs of Juriadicoon of * Oascription No. (liatad/ buaineae Incorporation heldcontroT/
unliatad/ more than
ahare• or
Fauji Fertilizer
ooogz‹1 " Listed Fe/tifze mabad
43.519$
Company URL
F dji Cement Company 002B972 Listed Cement Islamabad 81.653a
Mari Energies Ltd 0012471 I Listed Petroleum
lsiamabad
40%
Fauji Kabirwaja Pawer 0033051
Public Power
lelamaba0
57.B296
CompLtd Unlisted
Fauji Oil Terminal and 0041853 Public OII Distribugon Company Unlisted Terminal Ltd.
Karachi
51.849$
Foundaaon Power
0004845 Public Power
Islamabad
1009L
O h Ltd. _ Unlisted
Mau
ia 0002255
Public Marine
Karachi
50.319$ "
«ne Term: L. Uniisted Teminal
Fauy Meat Ltd. | 0085037 Publc Meat
Uniisted Processing
abad 1009t
Foundation Golar
E Li t d
008B958 Public Solar EPC
Unlisted
IMamabad 37.5096
Fongrow {Pvt.) Ltd. Foundation Securities
0212713 i Private 0049334 Private
Agriculture Financial
Is b 10096
Pri a Li i ed
For complete list of group entities plaase visit website:https://www fauii.org pk/ Kot Addu Power Company Limited: Sii
Informaaon about ul0mate beneficial owner of the intended acquirer{s):
(i) Name{s) of the natural person(s), CNIC/Passport Numbar, Nationality and address of aach peison:
Fauji Foundgtion "
Kot Addu Power
Endowments Act. 1890.
There is no Ultimate Beneficial Owner of KAPCO under section" i Company Limited 123A of the Companies Act, 2017. Pleese also refer to Para
1(b) above for pattern of shareholding. For further detail on the psttem of shareholdlng of KAPCO as of 31 March 2025, pleaae visit KAPCO's website www.ka .Com.pk under the head
"Investor informations _
page 5 of s
Fau)i Foundation
Kot Addu Power Company Ltd.
(II) Detall of cowp••i•• located in and outatde Pakistan, whara the ultimate acquirer
or tha uMmate controlling ahareholdgf' held control gftd or more than thirty percent
••••e charee:
Fauji Foundation:
Not Applicable gs FF is a charitable truat under the Charitable Endowments Act, 1800.
Kot Addu Power Company Mmited:
Please refer to Para 1(b) above for pattern of shareholding. For further detail on the pattern of shareholding of KAPCO as of 21 MBrch 2025, pleaae visit KAPCO's website www kapco com.pk under tha head "Investor Information"
oetail of any exicang holding of voting rights In the target company:
which tha acquirer oams or overwhicthy hava canalor direction:
which ie bed or controlled or directed by any person acong in concert wlth the
N/A N/A I
ac u rerfs): (iii)In respect of which the acquirer(s) or any pereon acting In concert with them has N/A received an irrevocable commitment to accept the takeover offar, and In respect of ,
which the acqu rer(s) or any person eating in concert with them holds en option to
purchase or walTants or other canvert!bIe aantlee: _ _
All conditions (including normsi conditions relating to acceptance, listing and incroaae of capital) to which the public offer or posting of it is eufgect:
The consummation of tha acquisition shall be subject to, inter alia, finalization of acquisition terms, due di hence, execution of appropriate agreernantt• and receipt of alt 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 ba specified in the public offer.
¥) INFORMATION ABOUT THE TAROET COMPANY
Name of the target company, ite dlrectora end major ehareholdero eiong whh number of aMres «nd percentage of paid-up capital:
Neme of the Target Company: Attock Cement Pakietan Limited
Directors of the Target Company: As par quartsdy accounts for the period ended 31 March 2025
Name of Dlrectorn Laith G. Pharaoh
Deslgnatien
Non-Executive Diractor
" Wael G. Pharaon " "_
Shuaib A. Malik _
_ Non-ExecutiveDiractor
I Non-Executiva Diractor/ Chairman
Abdus Sattar
Shamim AhmadKhan _ Agha Sher Shah
Mohammad Haroon Babar Baahir Nawaz
Non-Executive Director
IndependentDirectorIndepend@t Director I d ndent Director
Chief Executive Officer/ Alternate Director
Page 6 of s
Fauji Foundation
AtC***@}P
Kot Addu Power Company Ltd.
Based on the audited accounts for the year ended 30 Juna 2024
Pharaon Investment Group Limited (Holding) 115,528,349 84.06%
S.A.L. Lebanon
Total numbar af iasued sharea of the Company: 137.426,961 Ordinary Shares having faco value PKR 10/- each.
Date of listing and offer price at the time of millet public offedng:
Date of Listing: 2B Juna 2002
Offer Price at Time of Offer for Sale: PKR 10 per share
Opening price at Securitlea Exchange at the time of listing: Not Available
Share price quoted on the Sacuritlec Exchange ona day before tha public
announcement of intarttlon: PKR 310.5< per share (Closing price a6 of 02 June 2025)
The volume weighted avemge ehare pdca ac quoted on Securities Exchange during 04 waatcs preceding date of public announcement Intention: PKR '203.49 per share (08 May 2025 to 02 Juna 2025)
Financlal posiflon / performance of the target company for the last five years, including profMoss sfter tax. enminga per share, payouts:
Turnover - N6t (Mn) 23_850 28 25,477 20479 21,245 18,S0'1
Profit/(less} after Qx Hn) 1.310 3,Sb7 1,516 t,122 1.107 1,107
Earnings per share 0.53 25.95 1I .03 8.16 8.06 B.08 Dividends Pershare - 6.5 6.0" " 3.5 4.0 3.5 Flnanslal Poaitlon
TotatEqui'ry (Win) " Z2,277 g1,§17
T0tsl Liabilltlea (Mn) 25,472 31,g5Y
Total As6ate (Mn) 47,Y4g 53,174 Sourca: PSx deta portal end financial staBmenta
18,98& 17,492 17,201 B,553 24,609 21,753" 15,4S0 1D,B70
43,867 39.244 _ 32,G57 27,422
All queries gnd correspondanoe relating to thia announcement may be addressed to the
manager to offer at tha foII<›wing address:
Integrated Equities Limited (Manager to Offer)
Mr. Muhammad lqbal Hussain
30 Cricketers Colony, IEL Tower, NETSOL Avenue, Ghazi Interchange, Ring Road. Lahore
Contact +B2-42-3574 1714-15, Cell No. 03d5 0001 283
Email: isba.I hussaintf ie! neckWebsite: www ml net pk
Page 7 of 9
Fauji Foundation
Signature:
Signature
Kot Add u Power Company Ltd.
For and on behalf of Fauji Foundation
Name: Brig Irfan Khan (Retd)
Designation: Secretary Committee of Admin stration
Date: 03 June 2025 Stamp
For and on behalf of Kot Addu Power Company Limited
Name Shahab Qader Khan Designation. Ch›ef Executive
Page 8 of 8