BAWANYAIR
PRODUCTS LIMITED
08 July 2025
The General Manager,
Pakistan Stock Exchange Limited, Stock Exchange Building Limited, Karachi
Subject: DISCLOSURE UNDER LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS REGULATIONS, 2017
Dear Sirs,
In accordance with the requirements of the Rule Book of Pakistan Stock Exchange Limited, applicable provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Take-Overs) Regulations, 2017 (the "Regulations"), the Company hereby conveys the following information:
Pursuant to Regulation 6 of the Regulations, the Company has received a letter from Intermarket Securities Limited informing of the Acquirers intention to acquire 600,000,000 ordinary shares and control of the Company, beyond the thresholders prescribed under Section 111 of the Securities Act, 2015. Please find attached a copy of the letter received along with the Notice which has been enclosed for your information.
You may please inform the TRE-Certificate holders accordingly. Yours faithfully,
For an on behalf of
Bawany Air Products Limited
Comp Secretary C.C.
The Executive Director,
Public Offering & Regulated Persons Department, Securities & Exchange Commission of Pakistan, NIC Building, 63 Jinnah Avenue,
Islamabad Jinnah Avenue
INTERMARKET SECURITIES LIMITED
Form erly EFG Hermes Pa kistan Limited
July 08, 2025
Executive DirectorPublic Offering & Regulated Persons Department Securities Market Division Securities & Exchange Commission of Pakistan
NIC Building, Jinnah Avenue,
Blue Area, Islamabad
General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road Karachi
Mr. Nairn Anwer
Director and Chief Executive
Officer
Bawany Air Products Limited
2nd Floor, Nadir House,
I.I Chundrigar, Road, Karachi
Subject: Public Announce ent of Intention o ac uire u o 98 76 / shares of Ba an Ai Products LimitedDear Sir/Madam,
We, lntermarket Securities Limited, have been appointed as the Manager to the Offer by Mr. Mohabat Khan & Others (the "Acquirers") in accordance with the provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.
On behalf of the Acquirers, we are pleased to submit the enclosed Public Announcement of Intention to acquire approximately 600,000,000 ordinary shares of Bawany Air Products Limited (the "Target Company"), representing approximately 98.76% Of the total issued and paid-up capital of the Target
Company (the "Transaction").
The Public Announcement of Intention is scheduled to be published on July 09, 2025, in one English-
language daily newspaper
Business Recorder and one Urdu-language daily newspaper Roznama
Dunya, in compliance with applicable regulatory requirements.
Please find enclosed herewith a copy of the said announcement for your record. Should you require
any further information or clarification, you may contact the undersigned at your convenience.
Thank you for your attention to this matter.
For and on behalf of Intermarket Securities Limited
{Manager to the Offer)
Ibrar orejo
Associate-Investment Banking Intermarket Securities Limited
Syed Saifullah KazmiHead-Investment Banking Intermarket Securities Limited
Registered Office Bahria Complex-IV,
Cth Floor, Ext. BIOck,
th. KhaIique-uz-Zaman Poad, Gizri, Karachi-75500, Pakistan. f92 21 11J 467 000
Branch - I Branch - li Branch - III Branch - IV
Pakistan Stock Exchange New 9uilvi|ap P!ct 39-A, PakiStan StOCk EX hSPg€' Suite no. 212, 2nd Floor, 10th Floor, Room Nos. 1001NB 1010NB Adjacent Ge'Jix Phdrma, 139-140 & 409.3rd ara 4th Floor. riot No. 118, Blcck-3, Stock Exchange Road, Karachi 74000 8o an9 Are.k, Stock Exchange Building. s.lvi.c.H.S, Karachi Pakistan Pakistan. KDFD-Chi 7fi190, Pakistan. Stock Exchange Road, Karacini. (92 21) 34122991,
f92 211111-467-000 (92 21 JI 467 000 (92 21) IU 467 000 34122995-6
Regional Lahore Office: 11th Flocr, M.M Towers, Properly Nc. 28, Block K, h4.lvi Alam Road,
G Iberg III,Lahore.
(92 42) 35788841, 35817666
PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE 98.76% OF THE ISSUED PAID-UP CAPITAL AND CONTROL OF BAWANY AIR PRODUCTS LIMITEDBY
MOHABAT KHAN AND OTHERS ACTING IN CONCERT UNDER SECURITIES ACT, 2015 Note: This Public Announcement of Intention (PAI) is being made pursuant to the direction issued by the Securities and Exchange Commission of Pakistan (SECP) vide letter No. EMD/233/480/2002-514-523 dated June 26, 2025, whereby the acquirers have been directed to comply with the applicable provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, in respect of the proposed acquisition of Bawany Air Products Limited. Admonishment; Please note that the public announcement of intention to acquire voting shares/control of the "Bawany Air Products Limited" is subject to obtaining the requisite regulatory approvals including clearance of fit and proper criteria from the "Securities and Exchange Commission of Pakistan (SECP)". 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 acquisition-
Intended acquisition through | Number of shares | Percentage |
Agreement(s) | 600,000,000 | 98.76% |
Public offer | 3,751,255 | 1.24% |
Part-B
-
Information about the acquirer
Name(s) and address(es) of acquirer along with persons acting in concert, if any.
Name
Address
Mohabat Khan
Plot # 44, Street 11, Sector I-9/2, Islamabad
Zahir Khan
Plot # 44, Street 11, Sector I-9/2, Islamabad
Muhammad Yaqoob
Sheikh
C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi Sindh
Ms Zanib Yaqoob
Sheikh
C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi Sindh
Shaheen Freight
Services (Private) Limited.
Shaheen House D 60 Block S Kehkashan Clifton Karachi Sindh
Name(s) of the ultimate acquirer or the ultimate controlling shareholder.
S. No
Name
01
Mr. Mohabat Khan
02
Mr. Zahir Khan
03
Muhammad Yaqoob Sheikh
04
Ms Zanib Yaqoob Sheikh
05
Malik Sher Khan
06
Naseer Ahmed
07
Malik Jahan Khan
06
Muhammad Aqil
Name(s) and address(s) of Manager to the Offer of the Acquirer.
Name
INTERMARKET SECURITIES LIMITED
Address
Bahria Complex-IV, 5* Floor, Ext. Block, Ch. Khalique-uz-Zaman Road,
Gizri, Karachi-75600, Pakistan.
Principal areas of business of the Acquirer and relevant experience.
Mohabat Khan, Zahir Khan, Yaqoob Sheikh, and Zanib Yaqoob Shaikh are sponsors and major shareholders of Alman Seyyam Sugar Mills Limited.
Mohabat Khan and Zahir Khan are major shareholders in companies listed in 1(I) of this PAI. They have over 20 years' experience mainly in the construction industry.
In case the acquirer is a fund/ company(s):
Names of the chief executive and directors of the company(s); Shaheen Freight Services (Private) Limited.
Malik Sher Khan
Chief Executive/Director
Naseer Ahmed
Director
Malik Jahan Khan
Director
Name
SHAREHOLDINGSMalik Sher Khan 40%
Naseer Ahmed 20%
Malik Jahan Khan 25%
Muhammad Aqil 15%
Names of substantial shareholders of the company.
9t' October, 2013Date of Incorporation
Date of incorporation.
Jurisdiction of incorporation.
Pakistan
Jurisdiction of Incorporation
Authorized and paid-up capital.
Authorized Ca ital Paid-Up CapitalRs. 10,000,000
Rs. 1,000,000
Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares.
Acquirer No.1 Mr. Mohabat KhanName of Company
Registration No.
Nature (Listed/Unlisted/Private)
Nature of Business
Jurisdiction of incorporati on
Description held controUmore than thirty %
shares or both
Alman
Seyyam Sugar Mills
(Pvt.) Ltd.
0100300
Private
Sugar
Distillery
Peshawar
Control.
Shares held 2.88%
ZKB
Construction (Private) Limited
0270800
Private
Construction
Quetta
Control.
Shares held 41%
Invigo
Energy (Private) Limited
0165566
Private
IT
Quetta
Control.
Shares held 50%
Millennium
Security Services
(Private) Limited
0043155
Private
Security
Guards
Karachi
Control.
Shares held 50%
Swat
Motorway and Related Tourism Infrastructure Development.
(Private) Limited
0192064
Private
Construction
Peshawar
Control.
Shares held 41%
Zahir Khan & Brothers ZKB (Pvt.) Limited
0105486
Private
Construction
Quetta
Control.
Shares held 41%
Acquirer No.2 Zahir KhanZKB Cement (Private) Limited
0120298
Private
Trading
Quetta
Control. Shares held
51%
ZKB Energy
Development (Private) Limited
0107845
Private
Energy
Quetta
Control.
Shares held 52%
ZKB Town
(Private) Limited
0144491
Private
Construction
Quetta
Control.
Shares held
60%
Quetta City
Developers (Private) Limited
0216252
Private
Construction
Quetta
Control.
Shares held
41%
Wim
Marketing (Private) Limited
0105946
Private
Marketing
Islamabad
Control.
Shares held 40%
Zkb
Development and Management Company (Private) Limited
0187868
Private
Construction
Quetta
Control.
Shares held 42%
Zkb Minerals
(Private)
Limited
0212067
Private
Mining
Quetta
Control.
shares held 50%
Kdotco
(Private)
Limited
0193965
Private
IT
Quetta
Control.
Shares held 40%
Abc
Construction (Pvt.) Limited
0073499
Private
Construction
Islamabad
Control.
Shares held 33%
Minecore Resources (Private) Limited
0270748
Private
Mining
Karachi
Control.
Shates held
60%
Mohabat
Khan (Smc-
Private) Limited
0266046
Private
Construction
Quetta
Control.
S!aares held 100%
Acquirer No.3 Muhammad Yaqoob SheikhName of Company
Registration No.
Nature (Listed/Unlisted/Private)
Nature of Business
Jurisdiction of incorporation
Description held control/more than thirty
%
shares or both
Alman
Seyyam
Sugar Mills (Pvt.) Ltd.
0100300
Private
Sugar
Distillery
Peshawar
Control.
Shares held 61.99%
Zkb
Construction
(Private) Limited
0270800
Private
Construction
Quetta
Control.
Shares held 51%
ZK
Developers (Pvt.) Ltd.
0115521
Private
Construction
Quetta
Control.
Shares held 57%
Swat
Motorway and Related Tourism Infrastructure Development
. (Private)
Limited
0192064
Private
Construction
Peshawar
Control.
Shares held 5 l%
Zahir Khan
& Brothers
Zkb (Pvt.) Limited
0105486
Private
Construction
Quetta
Cc›ntrol.
Shares held
Zk Cement
(Private) Limited
0120298
Private
Trading
Quetta
Control.
Shares held 4•%
ZKB
Industrial Park Developer
(Pvt.) Ltd.
0187946
Private
Construction
Quetta
Control.
Shares held 50%
Zkb Town
(Private) Limited
0144491
Private
Construction
Quetta
Control.
Shares held
Description held control/more than thirty
shares or both
ontrol.
Shares held s¿*y»
Karachi
Food
Private
0100415
Al Khalifa
Foods (Pvt.) Ltd
Control.
Shares held 4G.25%
Karachi
Logistics
Private
0045045
Pyramid
Logistics (Pvt.) Ltd.
Control. Shares held
2°.63%
Peshawar
Sugar
Distillery
Private
0100300
Alman
Seyyam Sugar Mills (Pvt.) Ltd.
Jurisdiction of incorporation
Nature of
Business
Nature (Listed/Unlisted/Private)
Registration No.
Name of
Company
Acquirer No.4 Zanib Yaqoob Sheikh
Name of Company | Registration No. | Nature (Listed/Unlisted/Private) | Nature of Business | Jurisdiction of incorporation | L*escription held c, ntrol/more than thirty s.dares or both |
Alman Seyyam Sugar Mills (Pvt.) Ltd. | 0100300 | Private | Sugar Distillery | Peshawar | Control. Snares held 1 '!4% |
Acquirer No.5 Shaheen Freight Services (Private) Limited.
Name of Company | Registration No. | Nature (Listed/Unlisted/Private) | Nature of Business | Jurisdiction of incorporation | L escription held control/more than thirty shares or both | |
Alman | 0100300 | Private | Sugar | Peshawar | C«rit-o!. | |
Seyyam Sugar Mills fPvt,) Ltd. | Distillery | S% o.Yes held 9 °8% |
Celerity | 0083163 | Private | Supply | Karachi | Control. |
Supply Chain | Shares held | ||||
Ltd. | 3 .33% | ||||
Namal (Pvt.) | 0047826 | Private | Services | Karachi | Control. |
Ltd. | Shares held | ||||
49.99% |
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.
NAME
CNIC/PASS
PORT NO.
NATION
ALITY
ADDRESS
Mr. Mohabat Khan
54400-
0375263-3
Pakistani
Plot # 44, Street 11, Sector I-9/2, Islamabad
Mr. Zahir Khan
54400-
0384681-9
Pakistani
Plot # 44, Street 11, Sector 1-9/2, Islamabad
Muhammad
Yaqoob Sheikh
42000-
0474390-3
Pakistani
C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi
Sindh
Ms Zanib Yaqoob
Sheikh
12101-
0703381-1
Pakistani
C 24, Block - 1, K.D.A. Scheme -5, Clifton, Karachi
Sindh
Malik Sher Khan
42201-
9194979-7
Pakistani
Shaheen House D 60 Block 5 Kehkashan €!?fton
Karachi Sindh
Naseer Ahmed
42201-
7139252-1
Pakistani
Shaheen House D 60 Block S Kehkashan. ^ !ifton
Karachi Sindh
Malik Jahan Khan
42301-
2235288-5
Pakistani
Shaheen House D 60 Block S Kehkashan Clifton
Karachi Sindh
Muhammad Aqil
38302-
5971477-1
Pakistani
Shaheen House D 60 Block 5 Kehkashan ^?'*on
Karachi Sindh
Detail of companies located in and outside Pakistan, where the ultimate acquirer cr the ultimate controlling shareholder held control and or more than thirty percent voting shares:
Same as Given in Part B (1)(f)
Details of any existing holding of voting rights in the target company.
Which the acquirer owns or over which it has control or direction;
NAME
Existing holding
Mr. Mohabat Khan
500
Mr. Zahir Khan
500
Which is owned or controlled or directed by any person acting in concert with the acquirer;
None
In respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities.
All conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject.
Part C
2) Information about the Target Company.Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.
Target Company- BAWANY AIR PRODUCTS LIMITED.
MAJOR SHAREHOLDERS Shareholder name PositionName of Directors
Position
Mr. Nairn Anwer
Director and Chief Executive Officer
Mr. Mohabat Khan
Independent Non-Executive Director
Mr. Zahir Khan
Non-Executive Director
Mr. Muhammad Ali
Director
Mr. Muhammad Afzal Shehzad
Director
Mr. Suhail Elahi
Director
Ms. Saba Azam
Director
Weavers Pakistan (Pvt.) Ltd. Shareholder
% Holdin s 29.07%
Total number of issued shares of the company.
Issued Shares
7,502,510
Date of listing and offer price at the time of initial public offering.
Bate of Listing
1983
Offer Price
N/A
Opening price at securities exchange at time of listing.
Opening Price
N/A
Share price quoted on the securities exchange one day before the public announcement of intention.
Share Price | 41.9 |
(I) The weighted average share price as quoted on the securities exchange during twenty-eight (28) days preceding the date of public announcement of intention.
Share Price | 41.43 |
(g) Financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, and payouts.
Rupe | es in million - | ||||||||||||||||
(Source.' Company Annual Report)
For an on behalf of
MOHABAT KHAN AND OTHERS