Final Offer Documents for Right Issue

Date of Placing Offer Document on PSX for Public Comments:

N/A (Public comments are not being sought)

Date of Final Offer Letter:

25/11/2024

Date of Book Closure:

From 30/11/2024 to 02/12/2024

Subscription Amount Payment Dates:

From 05/12/2024 to 24/12/2024

Trading Dates for Letter of Rights:

From 05/12/2024 to 17/12/2024

Name of

Contact

the Person

Designation

Office

Email ID

Number

Address

Authorized

Mr.

Company

+92(021)

401-404,4th

Officer

Shabbir Ali

Floor, Lakson

shabbir.a.kanchwala@ewi.com.pk

Secretary

35630416

of the Issuer

Kanchwala

Square

Building-3,

Sarwar

Shaheed

Road,

Karachi

Underwriters to the Issue

Adam

Room # 806,

+9230282677

8th Floor,

noman@adamsecurities.com.pk

Securities

Mr.

Director

44

Building

Limited

Noman

Pakistan,

Abdul

Main Stock

Majeed

Exchange

Rd, Lalazar,

Karachi,

Karachi City,

Bankers to the Issue

JS Bank

Syed Sajjad

Head Client

+923343130

Shaheen Complex

syed.sajjad@jsbl.com

Limited

Hussain

Branch Karachi

Coverage

592

Financial

Institutions

GLOSSARY OF TECHNICAL TERMS

ACT

Securities Act, 2015

CDC

Central Depository Company of Pakistan Limited

CDS

Central Depository System

Companies Act

Companies Act, 2017

Commission / SECP

Securities and Exchange Commission of Pakistan

IAS

Investor Account Services

LoR

Letter of Rights

Mn

Million

EWIC

East West Insurance Co., Ltd (the "Company" or "EWIC" or the

"Issuer")

NICOP

National Identity Card for Overseas Pakistani

PKR or Rs.

Pakistan Rupee(s)

PSX /Securities Exchange

Pakistan Stock Exchange Limited

USD

United States Dollar

DEFINITIONS

Application Money

The total amount of money payable by existing shareholder which is

equivalent to the value of shares to be allotted.

JS Bank Ltd has been appointed, in this Right Issue, as the Banker to the

Banker to the Issue

Issue, with whom an account is opened and maintained by the Issuer for

keeping the issue amount.

Book Closure Dates

The Book Closure shall commence from 30/11/2024 to 02/12/2024 (both

days inclusive).

Company

East West Insurance Co., Ltd (the "Company" or "EWIC" or the "Issuer").

Commission

Securities and Exchange Commission of Pakistan ("SECP").

Issue

Issue of 33,375,390 Right Shares representing approximately 15%of total

paid-up capital of the Company.

Issue Price

The price at which Right Shares of the Company are issued to the existing

shareholders (PKR 10/- per share).

Ordinary Shares

Ordinary Shares of East West Insurance Co., Ltd having face value of PKR

10/- each.

Companies (Further Issue of Shares) Regulations, 2020

Regulations

https://www.secp.gov.pk/document/the-companies-further-issue-of-

shares-regulations-2020-updated-march-4-

2024/?wpdmdl=51188&refresh=663b4dc3873b51715162563

Right Issue

Shares offered by a company to its members strictly in proportion to the

shares already held in respective kinds and classes.

A person who has contributed initial capital in the issuing company or has

the right to appoint majority of the directors on the board of the issuing

Sponsor

company directly or indirectly;

A person who replaces the person referred to above; and

A person or group of persons who has control of the issuing company

whether directly or indirectly.

Table of Contents

1 SALIENT FEATURES OF THE RIGHT ISSUE

9

1.1

BRIEF TERMS OF THE RIGHT ISSUE

9

1.2

PRINCIPAL PURPOSE OF THE ISSUE AND FUNDING ARRANGEMENTS

11

1.3

FINANCIAL EFFECTS ARISING FROM RIGHT ISSUE

12

1.4

TOTAL EXPENSES TO THE ISSUE

12

1.5

DETAILS OF UNDERWRITERS

13

1.7

FRACTIONAL SHARES

14

1.8

IMPORTANT DATES

14

2

SUBSCRIPTION AMOUNT PAYMENT PROCEDURE

15

3

PROFILES OF THE BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS

16

3.1.

PROFILE OF THE BOARD OF DIRECTORS OF THE COMPANY

16

3.2

DIRECTORS DIRECTORSHIP IN OTHER COMPANIES

20

4

DETAILS OF THE ISSUER

21

4.1

FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE YEARS

21

STATEMENTS

21

4.3

DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS

21

MONTHS

21

4.5

SHARE CAPITAL AND RELATED MATTERS

22

5.

RISK FACTORS

23

5.1

RISK ASSOCIATED WITH THE RIGHT ISSUE

23

5.2

RISK ASSOCIATED WITH ISSUER

23

6

LEGAL PROCEEDINGS

26

6.1

OUTSTANDING LEGAL PROCEEDINGS OF THE COMPANY

26

which the Issuer has control, that could have material impact on the issuer

26

7 SIGNATORIES TO THE OFFER DOCUMENT

26

a)

Description of Issue

Issuance of Right Shares to existing shareholders

The Company shall issue 33,375,390 (Thirty Three

Million, Three Hundred Seventy Five Thousand Three

b)

Size of the proposed Issue

Hundred Ninety) ordinary shares, at a price of PKR 10/-

(Pak Rupees Ten) per share, aggregating to PKR

333,753,900/- (Pak RupeesThree Hundred Thirty Three

Million, Seven Hundred Fifty Three Thousand Nine

Hundred).

c)

Face Value of the Share

PKR 10/-

The board of directors of the Company decided that the

d)

Basis of determination of price of

right issue be carried out at par value considering it to

the right issue

make

an attractive and reasonable offer including

various factors like market price, past practice of the

Company to issue shares on par value, volume of shares

traded on the PSX, current economic situation etc.

Proportion of new issue to existing

Approximately 15 right shares for every 100 ordinary

e)

shares with any condition

shares held i.e. Approximately 15% of the existing paid-

applicable thereto

up capital of the Company.

Date of meeting of Board of

f)

Directors (BOD) wherein the

October 30, 2024

right

issue was approved

1.

Mr. Umeed Ansari, Chairman

g)

Name of directors attending the

2.

Mr. Naveed Yunus, Chief Executive Officer

Board Meeting

3.

Mr. Javed Yunus

4.

Mr. Pervez Yunus

5.

Mr. Saad Yunus

6.

Ms. Urooj Yunus Ansari

7.

Mr. Ahsan Mahmood Alvi

8.

Mr. Shahzad Farooq Lodhi

9.

Mr. Rizwan Ali Dodani

10. Mr. Aman Shah

Page 9

OFFER DOCUMENT | EAST WEST INSURANCE COMPANY LTD.

The proceeds from the right issue shall be primarily used

h)

Brief purpose of utilization of right

to strengthen the capital reserves of the Company

necessary to secure more favorable reinsurance terms

issue proceeds

to increase capacity, to enhance company solvency and

financial stability, whilst boosting working capital to

ensure smooth operations and support ongoing

business activities.

The purpose of the Right Issue is to strengthen the

Purpose of the Right Issue:

Company's capital base and working capital, which is

crucial for its future growth and expansion, boosting

Details of the main objects for

profitability and delivering greater returns to the

i)

raising funds through present right

shareholders. The capital increase supports the

issue.

company's broader strategy for business, enhancing its

level of retention to underwrite risk thus securing better

reinsurance treaty capacity and price, improved insurer

financial strength rating, and overall strengthening its

solvency to maintain the confidence of investors,

policyholders and other stakeholders.

•

Total funds required for the project: PKR 333,753,900/-

(Pak Rupees Three Hundred Thirty Three Million, Seven

Hundred Fifty Three Thousand Nine Hundred).

-

Enhancing Financial Stability: 100%

-

Working Capital Requirement: 100%

-

Reinsurance Needs: 100%

•

Percentage of funds financed through the right issue:

100%

• Percentage of funds financed from other sources, if any:

NIL

• Time of completion of project. Ongoing

• Impact on solvency: solvency computed based on Dec 31,

2023, the solvency margin over the minimum solvency

requirement would increase from Rs. 1,854 million to Rs.

2,188 million.

j)

Minimum level of subscription'

(MLS)

None