Ksb Pumps Company LimitedPSX: KSBP

Issuance of Right Shares

May 17, 2024 at 5:59 AM UTC · Issued by Ksb Pumps Company Limited

Offer Document		KSB

	Pumps

ADVICE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT') AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK- TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE

LIABILITY OF THE INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS OF THE COMPANY AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 1,947,000,000 CONSISTING OF 17,700,000 NEW ORDINARY SHARES BY KSB PUMPS COMPANY LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.

THIS OFFER DOCUMENT IS VALID TILL [DD/MM/2024] (60 days from the last day of payment of subscription

amount)

KSB PUMPS COMPANY LIMITED

Right Share - Offer Document

Date and place of incorporation: July 18, 1959, Lahore, Incorporation number: 0001024, Head Office: 16/2, Sir Aga

Khan Road, Lahore, Contact No: +92-42-111-572-786,Website:https://www.ksb.com/en-pk/,Contact Person: Mr.

Faisal Aman Khan, Phone: +92(42) 111-572-786,Email: faisal.aman@ksb.com.pk

Issue Size: The Issue consists of 17,700,000 Right Shares (i.e. approximately 134.0909% of existing paid-up capital of

KSB Pumps Company Limited) having face value of PKR 10/- each at an offer price of PKR 110/- each (including a

premium of PKR 100/- per share). The total amount to be raised through the right issue is PKR 1,947,000,000.

Date of Placing Offer Document on PSX for Public Comments: N/A (Public comments are not being sought)


Date of Final Offer Letter:	[DD/MM/2024]


Date of Book Closure:	From [DD/MM/2024] to [DD/MM/2024]


Subscription Amount Payment Dates:	From [DD/MM/2024] to [DD/MM/2024]


Trading Dates for Letter of Rights:	From [DD/MM/2024] to [DD/MM/2024]

Page 1

	Offer Document						KSB

						Pumps


Details of the relevant contact persons:

		Name of		Contact
		the	Designation	Office Address	Email ID
		Number
		Person


	Authorized	Mr. Faisal	Company	+92(42)	16/2 Sir Agha
	Officer	Aman	111-572-	Khan Road	faisal.aman@ksb.com.pk
	Secretary
	of the Issuer	Khan	786	Lahore


	Underwriters to the Issue

					2/F, Arif
	Arif Habib	Mr. Taha	Chief Financial	+92 (21)	Habib Centre,
	111-245-	taha.siddiqui@arifhabibltd.com
	Limited	Siddiqui	Officer	23, M.T. Khan
	111

					Road, Karachi

					17th Floor,
	Dawood	Mr. Abdul	Chief	+92 (21)	Saima Trade
	Equities	Executive	Tower 'A', I.I.	aziz@dawoodequities.com
	Aziz Habib	32275200
	Limited	Officer	Chundrigar

					Road Karachi


	Bankers to the Issue


					Spencer's
					Building,
	Habib	Syed	Team Lead		Transaction
	Sales (South)	+92 (21)	Banking,	Mairaj.hassan@habibmetro.com
	Metropolitan	Mairaj
	Transaction	32644571	Mezzanine
	Bank Limited	Hassan
	Banking		Floor, I.I.

					Chundrigar
					Road, Karachi

This Offer Document can be downloaded from www.ksb.com.pkand https://www.psx.com.pk/

Page 2

Offer Document		KSB

	Pumps

Undertaking by the Chief Executive Officer and Chief Financial Officer

"WE, IMRAN GHANI, THE CHIEF EXECUTIVE OFFICER AND IMRAN AHMED, CHIEF FINANCIAL OFFICER OF KSB PUMPS COMPANY LIMITED CERTIFY THAT;

THE OFFER DOCUMENT CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;
THE INFORMATION CONTAINED IN THE OFFER DOCUMENT IS TRUE AND CORRECT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF;
THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD;
THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE OFFER

DOCUMENT AS A WHOLE OR ANY PART THEREOF MISLEADING; AND

ALL REQUIREMENTS OF THE COMPANIES ACT, 2017, THE COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE CENTRAL DEPOSITORY COMPANY AND THAT OF PSX
PERTAINING TO THE RIGHT ISSUE HAVE BEEN FULFILLED."

For and on behalf of KSB PUMPS COMPANY LIMITED

IMRAN GHANI	IMRAN AHMED
Chief Executive Officer	Chief Financial Officer

Page 3

Offer Document		KSB

	Pumps

Undertaking by the Company Secretary an officer of the Company authorized by the Board

of directors of the company in this behalf

Dated: DD/MM/YYYY

I, THE COMPANY SECRETARY, AS AUTHORIZED BY THE BOARD OF DIRECTORS OF THE COMPANY HEREBY CONFIRM THAT:

ALL MATERIAL INFORMATION AS REQUIRED UNDER THE COMPANIES ACT, 2017, THE SECURITIES ACT, 2015, COMPANIES (FURTHER ISSUE OF SHARES) REGULATIONS, 2020, THE LISTING OF COMPANIES AND SECURITIES REGULATIONS OF THE PAKISTAN STOCK EXCHANGE LIMITED HAS BEEN DISCLOSED IN THIS OFFER DOCUMENT AND THAT WHATEVER IS STATED IN OFFER DOCUMENT AND IN THE SUPPORTING DOCUMENTS IS TRUE AND CORRECT TO THE

BEST OF OUR KNOWLEDGE AND BELIEF AND THAT NOTHING HAS BEEN CONCEALED.

WE UNDERTAKE THAT ALL MATERIAL INFORMATION, INCLUDING RISKS THAT WOULD ENABLE

THE INVESTOR TO MAKE AN INFORMED DECISION, HAS BEEN DISCLOSED IN THE OFFER DOCUMENT.

RIGHT ISSUE IS THE DISCRETION OF BOARD OF THE ISSUER AND IT NEITHER REQUIRE APPROVAL OF THE COMMISSION NOR THE SECURITIES EXCHANGE.

IV. THE DRAFT OFFER DOCUMENT WAS PLACED ON THE WEBSITE OF THE SECURITIES EXCHANGE AND THE ISSUER, ON _________________(I.E. WITHIN 45 DAYS OF THE DATE OF

ANNOUNCEMENT BY THE BOARD.

COMMENTS FROM SECURITIES EXCHANGE AND THE SECP WERE RECEIVED ON ________,2024

VI.	THE BOARD HAS ENSURED THAT DRAFT OFFER DOCUMENT IS UPDATED IN LIGHT OF THE
	SECURITIES EXCHANGE AND SECP COMMENTS.
VII.	THE BOARD HAS DISCLOSED ON PSX'S AND COMPANY'S WEBSITE, ALL THE COMMENTS
	RECEIVED ALONG WITH THE EXPLANATIONS AS TO HOW THEY ARE ADDRESSED.
VIII.	THE FINAL OFFER DOCUMENT WAS SUBMITTED TO THE COMISSION AND PLACED ON
	SECURITIES EXCHANGE WEBSITE ON ____________________ALONG WITH THE BOOK
	CLOSURE DATES AND RELEVANT RIGHT ISSUANCE TIMELINES. (I.E. WITHIN 20 WORKING DAYS
	FROM THE DATE OF RECEIPT OF COMMENTS OF PSX & SECP).
IX.	THE STATUATORY AUDITOR M/s._____________________________ OF THE ISSUER SHALL
	SUBMIT HALF YEARLY REPORT TO THE ISSUER REGARDING UTILIZATION OF PROCEEDS IN THE
	MANNER REFERRED TO IN THE FINAL OFFER DOCUMENT. THE ISSUER WILL INCLUDE THE
	REPORT OF THE STATUTORY AUDITOR, ALONG WITH ITS COMMENTS THEREON, IF ANY, IN ITS
	HALF YEARLY AND ANNUAL FINANCIAL STATEMENTS.
	For and on behalf of KSB PUMPS COMPANY LIMITED

Faisal Aman Khan

Company Secretary

Page 4

Offer Document		KSB

	Pumps

DISCLAIMER:

In line with Companies Act, 2017 and Companies (Further Issue of Shares) Regulations, 2020, this document does not require approval of the Securities Exchange /Pakistan Stock Exchange Limited and the Securities and Exchange Commission of Pakistan (SECP).

The Securities Exchange and the SECP disclaims:
1. Any liability whatsoever for any loss however arising from or in reliance upon this document to any one, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.
2. Any responsibility for the financial soundness of the Company and any of its schemes/projects stated herein or for the correctness of any of the statements made or opinions expressed with regards to them by the Company in this Offer document.
3. Any responsibility with respect to quality of the issue.

It is clarified that information in this Offer Document should not be construed as advice on any particular matter by the SECP and the Securities Exchange and must not be treated as a substitute for specific advice.

Page 5

Offer Document		KSB

	Pumps

	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

KSBP	KSB Pumps Company Limited (the "Company" or "KSBP" 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

Page 6

Offer Document		KSB

	Pumps


			DEFINITIONS

	Application Money		The total amount of money payable by existing shareholder which is
		equivalent to the value of shares to be allotted.



			Habib Metropolitan Bank Ltd has been appointed, in this Right Issue, or any
	Banker to the Issue		other bank, as the Banker to the 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 [DD/MM/2024] to [DD/MM/2024]
		(both days inclusive).



	Company		KSB Pumps Company Limited (the "Company" or "KSBP" or the "Issuer").


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


	Issue		Issue of 17,700,000 Right Shares representing approximately 134.0909%
		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 110/- per share).



	Ordinary Shares		Ordinary Shares of KSB Pumps Company Limited 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
			company directly or indirectly;
	Sponsor		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.

Page 7

Offer Document		KSB

	Pumps

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
	1.5.	DETAILS OF UNDERWRITERS	13
	1.6.	COMMITMENTS FROM SUBSTANTIAL SHAREHOLDERS/DIRECTORS	13
	1.7.	FRACTIONAL SHARES	13
	1.8.	IMPORTANT DATES	13
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	18
	3.3	PROFILE OF THE HOLDING COMPANY	19
4	DETAILS OF THE ISSUER	19
	4.1	FINANCIAL HIGHLIGHTS OF THE ISSUER FOR THE LAST THREE YEARS	19

4.2 FINANCIAL HIGHLIGHTS OF PRECEDING ONE YEAR OF CONSOLIDATED FINANCIAL

STATEMENTS	19
4.3	DETAILS OF ISSUE OF CAPITAL IN PREVIOUS FIVE YEARS	19

4.4 AVERAGE MARKET PRICE OF THE SHARE OF THE ISSUER DURING THE LAST SIX

	MONTHS	20
	4.5	SHARE CAPITAL AND RELATED MATTERS	20
5.	RISK FACTORS	21
	5.1	RISK ASSOCIATED WITH THE RIGHT ISSUE	21
	5.2	RISK ASSOCIATED WITH ISSUER	21
6	LEGAL PROCEEDINGS:	25
	6.1	OUTSTANDING LEGAL PROCEEDINGS OF THE COMPANY	25

6.2 Any outstanding legal proceeding other than the normal course of business involving the issuer, its sponsors, substantial shareholders, directors and associated companies, over

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

6.3 Action taken by the securities exchange against the issuer or associated listed companies of the issuer during the last three years due to noncompliance of its regulations. 27

7 SIGNATORIES TO THE OFFER DOCUMENT

Page 8

Offer Document		KSB

	Pumps

1. SALIENT FEATURES OF THE RIGHT ISSUE

1.1. BRIEF TERMS OF THE RIGHT ISSUE

a)		Description of Issue		Issuance of Right Shares to existing shareholders


				The Company shall issue 17,700,000 (Seventeen Million,
				Seven Hundred Thousand) ordinary shares, at a price of
b)		Size of the proposed Issue		PKR 110/- (Pak Rupees One Hundred and Ten) per
				share, aggregating to PKR 1,947,000,000/- (Pak Rupees
				One Billion, Nine Hundred Forty-Seven Million).

c)		Face Value of the Share		PKR 10/-

				The Right Issue is being carried out at a premium.
d)		Basis of determination of price of		Considering the current market price of the Company,
	the right issue		the premium charged over the par value is justified and

				is in line with market practice.


		Proportion of new issue to existing		Approximately 134.0909 right shares for every 100
e)		shares with any condition		ordinary shares held i.e. Approximately 134.0909% of
		applicable thereto		the existing paid-up capital of the Company.

		Date of meeting of Board of
f)		Directors (BoD) wherein the right		April 29, 2024
		issue was approved
				1. Dr. Sven Baumgarten, Chairman
				2. Mr. Imran Ghani, Chief Executive Officer
				3. Mr. Dieter Antonius Pott, Non-Executive Director
			4. Ms. Hassan Aziz Bilgrami, Non-Executive Director
g)		Name of directors attending the
	Board Meeting		5. Ms. Ayesha Aziz, Independent Director

				6. Mr. Asif Malik, Independent Director
				7. Mr. Shahid Mehmood, Independent Director
				8. Mr. Asim Rafiq, Nominee NIT
				The purpose of the Right Issue is to meet the Capital
				Requirement of the Company to effectively implement its
h)		Brief purpose of utilization of right		business with a view to enhance the profitability of the
	issue proceeds		Company. This aligns with the Company's broader strategy to

				fortify its financial position in order to enhance profitability
				and, consequently, provide greater shareholder return.

				To manage our company's working capital requirements and
				save finance costs.
			In the country's current economic environment, where
		Purpose of the Right Issue:
		Details of the main objects for		interest rates have increased significantly, funding the
			Company's working capital requirements largely through
i)		raising funds through present right
		issue.		bank and financial institution through debt is not a feasible or
			prudent option. Consequently, the funds raised through

				equity to be utilized for working capital purposes is a more

				prudent business and strategic approach, which will reduce
				finance costs significantly. The same is expected to positively
				Page 9

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