Maple Leaf
CementFactory
Limhed
42, Lawrance Road, Lahore (Pakistan) Phones: +92•42-36278904-5, Fax• +92-42-36373067, Email:mlcfl@kmlg.com
The General Manager, Pakistan Stock Exchange Ltd, Stock Exchange Building, Stock Exchange Road, I€arachi.
PUCARS7 COyrier
MLCF/PSX-8/06
December 18, 2025
Subject: Material Information
Dear Sir,
In accordance with Sections 96 and 131 of the Securities Act, 2015 and the relevant provisions of the Rule Book of the Pakistan Stock Exchange Limited: -
"We mould like to inform yoif //for /Vexf Capital Limited, (Manager to the Offer) has stfbinitted a Public Annoftncenient of Offen on belt elf of Miiple Leaf Cement Factory Jffniledon December 18, 2025, to «cquire up to 26,623,096 Shares (i.e. 11.72% Shares) and control o/Pioneer Cement Lignite 1 by Maple Leaf Cement Factory Limfted unJer the Securities Act, 2015 and the ListeJ Comp‹inies (Siih.staiitial Acquisition of Voting Sli ores 8 Takeovers) Reps.ilntio.us, z"0i 7. A Copy of the nn.•ioimcement is rttached
/*ffiflVff/*."
You may please infoi'm the TRE Certificate Holders of the Exchange accordingly.
"ours faithfully,
For Maple Lea cut F'nctory Limited
(Muha
Company Secretary
Enc1. As abo› e
CC
* The Execixtiv e Dir-ector/HOD, Offsite-II Department.
Supervision Division,
Securities & Exchange Commission of Pakistan, 63, NIJ Building, Jinna!i AVenue,Blire Arid, Islammabad.
CEMENT PLANTS' ISKANDERABAD DISTT., MIANWALI - PAKISTAN TEL: 0459-392237-38 FAX: 0459-392325-392239
December 18, 2025
Executive Director
Public Offering and Regulated Persons Department Securities Market Division
Securities and Exchange Commission of Pakistan
NIC Building, Jinnah Avenue, B|ue Area, Islamabad
The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building Stock Exchange Road, Karachi
Mr. Talha Saif Company Secretary
Pioneer Cement Limited
64-B/I, Gulberg-III Lahore
Subject: Public Announcement of Public Offer to acquire 26,623,096 ordinary shares and control of Pioneer Cement Limited by Maple Leaf Cement Factory Limited under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017
Dear Sir(s),
On behalf of our client, Maple Leaf Cement Factory Limited (herein referred to as the "Acquirer" or "MLCF"), we Next Capital Limited, are pleased to submit Acquirer's Public Announcement of Offer ("PAO") to acquire 26,623,096 ordinary shares (11.72% of the issued and paid-up ordinary shares capital) and control of Pioneer Cement Limited at a price of PKR 478.43 per share. This PAO is made under the Securities Act, 2015 (the "Act") and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 (the "Regulations").
Please note that the Public Announcement of Intention was made by the Acquirer on November 17, 2025 in Business Recorder and Nawa-e-Waqt. Further, in accordance with regulation 17(2) of the Regulations, this PAO is planned to be published in Business Recorder and Nawa-e-Waqt on December 22, 2025.
All the documents required under Schedule VIII of the Regulations are also being couriered to the SECP along with a hard copy of this PAO today.
Should you require any additional information or clarification, feel free to contact the undersigned.
Sincerely,
For and on behalf of Next Capital Limited
Aamna Rasheed
Senior Analyst, Investment Banking
ww'^'. nextcapifal. com. pk
rQ? d2 312 LB43 8 ñ3 A Agoro8UsnC / DM ,P6 me8 Lch re
42-Lawrence Road, Lahore (PAKISTAN)
PUBLIC ANNOUNCEMENT OF PUBLIC OFFER TO ACQUIRE UP TO 26,623,096 SHARES (I.E. 11.72% SHARES) AND CONTROL OF PIONEER CEMENT LIMITED ("PIOC" OR "TARGET COMPANY") BY MAPLE LEAF CEMENT FACTORY LIMITED ("MLCF" OR "ACQUIRER) UNDER THE SEcURITIES ACT, 2015 (THE "ACT") AND THE LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS) REGULATIONS, 2017 (THE "REGULATIONS")
DISCLAIMER
"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DOCUMENT OF PUBLIC OFFER WITH THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY THE COMMISSION. THIS DOCUMENT HAS BEEN SUBMITTEO TO THE COMMISSION FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE LAW/REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF PIONEER CEMENT LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE PUBLIC OFFER. THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DOCUMENT. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DOCUMENT. THE MANAGER TO THE OFFER, NEXT CAPITAL LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. FOR THIS PURPOSE, THE MANAGER TO THE OFFER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED DECEMBER 17, 2025, TO THE COMMISSION IN ACCORDANCE WITH PART IX OF THE SECURITIES ACT, 2015".
PART A
BRIEF DESCRIPTION OF THE ACQUISITION
Acquisition through No. of Shares Percentage Price per share
Share Purchase Agreement(s) 131,820,554 58.03% PKR 478.43 per share*
Public Offer 26,623,096 11.72% PKR 478.43 per share"
"Equivalent of USD 1 707 Der share, determined at the exchange rate of PKR 280 2728 per USD prevailing on December 17 202S being 1 (one) day prior to the date of this Public Announcement of Public Offer.
PART B
THE ACQUIRER
1.1. Name and registered address of the
Acquirer
Maple Leaf Cement Factory Limited
42 - Lawrence Road, Lahore
1.2. Date and jurisdiction of
incorporation
Incorporated on April 13, 1960 at Karachi - Pakistan
1.3. The authorized and issued share
capital
Authorized share Capital:
Particular PKR
Ordinary shares of Rs.10 each 14,000,000,000
Page 1 of 13
CEMENT PLANTS: ISKANDERABAO DISTT., MIANWALI - PAKISTAN TEL: 0459-392237-:38 F • 0459-392325, 392239
Maple Leaf
€esnentFactory42-Lawrence Road, Lahore (PAKISTAN)
Phonas :+92-42-36178904-5, Fax• +92-42-36373067 E-mlii: mlcfl@ftmlg.com
Redeemable cumulative preference 1, , , shares of Rs.10 each
Total 15,000,000,000
Issued / Paid up Capital:
Particular PKR
Ordinary shares of Rs.10 each 10,47S,626,080
1.4. If there is more than one Acquirer,
their relationship
N/A.
1.5. Total number of voting shares of the
Target Company already held by the Acquirer and the persons acting in concert, including any shares purchased through an agreement and relevant details of such agreement including the share price agreed
MLCF currently owns 17,321,046 shares constituting 7.63% of the
issued and paid-up ordinary shares capital of PIOC of the face value of Rs. 10 each.
Maple Leaf Capital Limited ("MLCL"), an associated company of MLCF currently owns 24,609,001 shares constituting 10.83% of the issued and paid-up ordinary shares capital of PIOC of the face value of Rs. 10 each.
Mr. Waleed Tariq Saigol, a director in MLCF currently owns 152,000 constituting 0.07% of the issued and paid-up ordinary shares capital of PIOC of the face value of Rs. 10 each.
As of the date of this document, the combined shareholding of MLCF, MLCL and Mr. Waleed Tariq Saigol stands at 42,082,047 ordinary shares of the face value of Rs. 10 each, constituting 18.53% of the ordinary issued and paid-up capital of PIOC.
1.6. The number of shares issued since
the end of the last financial year of the company
None.
1.7. Details of any reorganization of
Acquirer during the two financial years preceding the public announcement of public offer
N/A.
1.8. Details of overdrafts or loans, or
their similar indebtedness, mortgages, charges or other material contingent liabilities of the Acquirer and subsidiaries if any and if there are no such liabilities a
statement to that effect.
For details, please refer to the audited financial statements placed on the website of the MLCF https://www.kmlg.com/mlcfl/financials/#financial-reports wherein information in respect of the Acquirer and its subsidiaries are available.
1.9. Financial advisors of the Acquirer
Next Capital Limited
1.10. Brief history and major areas of
operations of the Acquirer
MLCF is a flagship company of the Kohinoor Maple Leaf Group, a
well-established Pakistani conglomerate with interests in textiles, cement, capital markets, and healthcare. MLCF operates Pakistan's largest single-site cement facility, comprising four grey-cement production lines and one white-cement line, with a total installed clinker capacity of 7.8 million tons per annum.
Maple Leaf Cemest: 'acto
Uzzz1ted42-Lawrence Road, Lahore (PAKISTAN)
Phones :+92-42-36278904-5, Fax: +92-42- 36373067 E-mail: mlcfl@kmlg.com
For further details on the major operations of the Acquirer, please visit https://www.kmlp.com/mlcfl/
1.11. Names and addresses of sponsors
or persons having control over the Acquirer
Parent Company:
Name: Kohinoor Textile Mills Limited ("KTML") Address: 42-Lawrence Road, Lahore.
Ultimate Beneficial Owners:
Name: Mr. Taufique Sayeed Saigol
Address: House No. 01, Kohinoor Colony, Peshawar Road, Rawalpindi
Name: Mrs. Shehla Tariq Saigol Address: 12-Main Gulberg, Lahore
1.12. Names and addresses of the board
of directors of the Acquirer
Name
Address
Mr. Tariq Sayeed Saigol
12-Main Gulberg, Lahore.
Mr. Sayeed Tariq Saigol
12-Main Gulberg, Lahore.
Mr. Taufique Sayeed Saigol
House No.01, Kohinoor Colony, Peshawar Road, Rawalpindi.
Mr. Waleed Tariq Saigol
12-Main Gulberg, Lahore.
Mr. Danial Taufique Saigol
House No.01, Kohinoor Colony, Peshawar Road, Rawalpindi.
Ms. Jahanara Saigol
12-Main Gulberg, Lahore.
Mr. Syed Mohsin Raza Naqvi
House No. 208-B, Street No. 5,
Cavalry Ground, Lahore-Cantt.
Mr. Shafiq Ahmed Khan
477-Z, Street No. 23, Defence Housing Authority, Lahore.
Mr. Zulfikar Monnoo
Pakwest Industries (Pvt.) Limited, Ghani Chambers, 1st Floor, 28-29 Patiala Grounds, Link McIeod
Road, Lahore.
1.13.Brief audited financial details of the Acquirer for a period of at least last five years including income,
expenditure, profit before depreciation, interest and tax, depreciation, profit before and after tax, provision for tax, dividends, earnings per share, return on net worth and book value per share
Maple Leaf
Cement Factory
42-Lawrence Road, Lahore (PAKISTAN)
Phones :+92-42-36278904-5, Fax: *92-42- 36373067 E-mail: mIcW@kmIg.com
Unconsolidated Financial Details (PKR Million)
FY21
FY22
FY23
FY24
FY25
1QFY26
Sales - net
3S,538
48,520
62,075
66,452
68,942
16,483
Cost of sales
28,135
36,244
43,902
45,488
45,196
11,501
Gross profit
7,403
12,275
18,173
20,964
23,746
4,982
Distribution, Administration, Impairment 'id other charges
2,351
3,408
6,319
8,251
8,021
1,571
Other income
3,732
S7
147
356
9,494
929
Profit from operations
8,784
8,925
12,001
13,069
25,219
4,340
Finance cost
1,494
1,741
2,751
4,138
3,555
394
Profit/(loss) before taxation
7,290
7,184
9,251
8,931
21,664
3,946
Taxation
1,035
3,557
4,759
3,658
4,628
1,338
Profit/(loss) after taxation
6,254
3,626
4,492
5,273
17,036
2,608
Depreciation & Amortization
3,288
3,234
3,475
4,520
4,413
1,084
EBITDA (Earnings before Interest, Tax, Depreciation & Amortization)
8,863
13,054
16,517
18,161
21,860
4,776
Dividend
Preference Dividend EPS (PKR)
5.69
3.30
4.18
4.98
16.26
2.49
Equity including surplus on revaluation of fixed assets
37,543
40,559
44,913
52,616
71,462
75,527
Surplus on revaluation of fixed assets
3,090
2,460
1,869
4,015
3,597
3,486
Equity excluding surplus on revaluation of fixed assets
34,453
38,099
43,044
48,601
67,865
72,041
Return on net worth/ROE (%) (incl. surplus)
18%
9%
11%
11%
27%
4%
Return on net worth/ROE (%) (exc. surplus)
20%
10%
11%
12%
29%
4%
Book Value per Share (PKR) (incl. surplus)
34.18
36.94
41.84
50.23
68.22
72.10
Book Value per Share (PKR) (exc. surplus)
31.37
34.69
40.10
46.39
64.78
68.77
1.14. Details of any agreement or
arrangement between the Acquirer and the directors of the Target Company about any benefit which will be given to any director of the Target Company as compensation for loss of office or otherwise in connection with the acquisition
N/A.
1.15. Details of every material
contract entered into not more than two years before the date of the public announcement of public offer, not being a contract entered
in the ordinary course ofThe Acquirer has not entered into any material contracts other
than in the ordinary course of business during the last two years.
Maple I«eaf
Cezzzezzt 'actozy'42-Lawrence Road, Lahore (PAKISTAN)
Phones :*92-42-36278904-5, Fax: +92-42- 36373067 E-mail: mlcfl@kmtg.com
business carried on or intended tO
be carried on by the company
DETAILS OF THE PUBLIC OFFER
2.1. The names, dates and editions of the newspapers where the public announcement of intention
was published
Public Announcement of Intention was published in Business Recorder and Nawa-e-Waqt on November 17, 2025.
2.2. The number and percentage
of shares proposed to be acquired by the Acquirer from the shareholders through agreement, if any, the offer price per share and the mode of payment of consideration for the shares to be acquired
In terms of the Share Purchase Agreement dated December 17, 2025,
131,820,554 shares constituting 58.03% of the ordinary shares of the Target Company are proposed to be acquired by the Acquirer from the selling shareholders listed below, at a price equivalent to PKR 478.43 per share*, for cash consideration to the designated bank accounts of the sellers.
"The price of PKR 478.43 per share is the equivalent of USD 1.707 per share, determined at the exchanAerateofPKR 280 2728 per USD prevailinqon December 17, 202S, beingllonelday prior to the date of this Public Announcement of Public Offer.
S. No.
Seller(s) Name
PIOC Shares
PIOC %
Shareholding
1
Vision Holdings Middle East Limited
106,863,193
47.05%
2
lnship Management Limited
7,959,707
3.50%
3
Imperial Developers and Builders (Pvt)
Limited
4,690,100
2.06%
4
Sealog (Pvt) Limited
4,000,000
1.76%
5
lnshipping (Pvt) Limited
3,750,000
1.65%
6
lnservey Pakistan (Pvt) Limited
3,342,000
1.47%
7
Forbes Shipping Company (Pvt) Limited
1,215,554
0.54%
Total 131,820,554 58.03%
2.3. Reasons for acquiring shares
or control of the Target Company
MLCF intends to acquire 69.75% of the ordinary shares of PIOC (in addition to
the 18.53% ordinary shares already held by MLCF and its associates).
The acquisition is expected to generate significant strategic and economic efficiencies. Upon completion of the acquisition, the combined market share of MLCF and PIOC is projected to be approximately 15.5%, positioning the group as the third largest player in Pakistan's cement industry. The enhanced scale resulting from the acquisition is anticipated to deliver efficiencies through operational synergies, cost optimization, and an expanded market presence,
enabling the provision of high quality products to a broader customer base.
2.4. Details regarding the future
plan for the Target Company, including whether after acquisition the Target Company would continue as
a listed company or not
As per the existing plans of the Acquirer, the Target Company will continue its
operations in the ordinary course of business and it shall continue to operate as a listed entity.
2.5. In case of conditional offer,
specify the minimum level of
N/A.
Maple Leaf
Cemezzt E"actozy'
l1za1tezt
42-Lawrence Road, Lahore (PAKISTAN)
Phones :+92-42-36178904-5, Fax: +92-42- 36373067 E-mail: mlcfl@kmlg.com
acceptance i.e. number and
percentage of shares
2.6. In case there is any agreement with the present management, promoters or existing shareholders of the
Target Company, an overview of the important features of the agreement(s) including acquisition price per share, number and percentage of shares to be acquired under the agreement(s), name of the seller(s), complete addresses of sellers, names of parties to the agreement(s), date of agreement(s), manner of payment of consideration, additional important information, if any.
In terms of the Share Purchase Agreement dated December 17, 2025 executed between MLCF and the selling shareholders listed below, 131,820,554 shares constituting 58.03% of the ordinary shares of the Target Company are proposed to be acquired by the Acquirer from the selling shareholders, at a price equivalent to PKR 478.43 per share", for cash consideration to the designated bank accounts of the sellers.
No. Sold Shareholding
Channel British Virgin Islands, VG 1110
Builders (Pvt) Limited Channel West Wharf Road, Karachi
Channel G4, KDA Scheme - 5, Clifton, Karachi
Channel West Wharf Road, Karachi
Total 131,820,554 58.03%
2.7. Number of shares already
held by the Acquirer along with the date(s) of acquisition.
Also state whether it was purchased through open market or acquired through a negotiated deal.
As of the date of this document, the combined shareholding of MLCF, MLCL
and Mr. Waleed Tariq stands at 42,082,047 ordinary shares constituting 18.53% of the issued and paid-up ordinary share capital of PIOC of the face value of Rs. 10 each, details of which are listed below:
S. No. Buyer Date of Shares Purchased Mode of
Purchase Purchase
The price of PKR 478.43 per share is the equivalent of USD 1.707 per share determined at the exchange rate of PKR 280 2728 per USD prevailing on December 17 2025 being 1 (one) day prior to the date of this Public Announcement of Public Offer
Seller(s) Name PIOC Shares PIOC % Mode Address of Seller(s)
Vision Holdings Middle East 106,863,193 47.05% Banking Palm Grove House, Road Town, Tortola, Limited Channel British Virgin Islands, VG 1110
Inship Management Limited 7,959,707 3.50% Banking Palm Grove House, Road Town, Tortola,
Imperial Developers and 4,690,100 2.06% Banking Ground Floor 8-9, K.D.L.B. Building, 58
Sealog (Pvt) Limited 4,000,000 1.76% Banking Mega Corporate Tower, Basement 1, Plot
Inshipping (Pvt) Limited 3,750,000 1.65% Banking Ground Floor 5, K.D.L.B. Building, 58
lnservey Pakistan (Pvt) 3,342,000 1.47% Banking Mega Corporate Tower, Basement 1, Plot Limited Channel G4, KDA Scheme - 5, Clifton, Karachi
Forbes Shipping Company 1,215,554 0.54% Banking 4t^Floor, South Side, K.D.L.B. Building, 58 (Pvt) Limited Channel West Wharf Road, Karachi
MLXL 03-Apr-17 1 Open Market
MLCL 13-Apr-20 1,500,000 Open Market
MLCL 15-Apr-20 2,000,000 Open Market
MLCL 16-Apr-20 71,000 Open Market
MLCL 20-Apr-20 598,500 Open Market
MLCL 21-Apr-20 8,184,500 Open Market
MLCL 22-Apr-20 518,500 Open Market
MLCL 23-Apr-20 2,350,000 Open Market
-' 42-Lawrence Road, Lahore (PAKISTAN)
Phones :+92-42-36178904-5, Fax: +92-42- 36373067 E-mall: •! @kmlg.com
9
MLCL
28-Apr-20
2,297,500
Open Market
10
MLCL
30-Apr-20
1,500,000
Open Market
11
MLCL
4-May-20
3,000,000
Open Market
12
MLCL
8-Jun-20
500,000
Open Market
13
Mr. Waleed
Tariq Saigol
10-Jul-20
152,000
Open Market
14
MLCL
1-Sep-20
2,089,000
Open Market
15
MLCF
9-Mar-23
9,500,000
Open Market
16
MLCF
2-May-23
300,000
Open Market
17
MLCF
3-May-23
4,821,046
Open Market
18
MLCF
4-May-23
2,700,000
Open Market
Total
42,082,047
2.8. Minimum level of
acceptance, if any
None.
OFFER PRICE AND FINANCIAL ARRANGEMENTS
Justification for the Offer Price
3.1.1. Form of consideration for the
shares to be acquired through the Public Offer
Shares will be acquired against cash payment by means of electronic
transfer / pay order / cheque in PKR.
It is important to highlight that the preferred route for payment against the accepted shares will be electronic transfers to the International Bank Account Numbers (IBAN) registered with the existing share registrar of the Target Company (i.e. Corplink (Pvt.) Limited). Therefore, it is strongly advised that all the shareholders who intend to tender their shares, update their IBAN numbers and CNIC/NTN with Corplink. In case of non-availability of the IBAN(s) or encountering any other issue in processing the electronic transfer(s), pay order(s) / cheque(s) will be issued to such shareholder(s) within the timelines defined under the Regulations.
3.1.2. Total amount of consideration
to be paid for the shares to be tendered through the Public Offer (assuming full acceptances)
PKR 12,737,172,530.63/- (Pak Rupees Twelve Billion Seven Hundred
Thirty-Seven Million One Hundred Seventy-Two Thousand Five Hundred Thirty and Paisa Sixty-Three only).
3.1.3. Whether the shares of the
Target Company are frequently traded or infrequently traded in the light of criteria contained in Regulation 13 of the Regulations
The shares of the Target Company are frequently traded on the Pakistan
Stock Exchange Limited.
3.1.4. Justification for the offer price
for the shares of the Target Company, in the light of criteria contained in Regulation 13 of the Regulations
Since the shares of the Target Company are frequently traded, the public
announcement of offer is required to be at the price which is highest amongst the following:
1. The negotiated weighted average price under a share purchase agreement for the acquisition of voting shares of the target company: PKR 478.43/- per share*.
Maple Leaf
€esnent Factory
"' 42-Lawrence Road, Lahore (PAKISTAN)
Phonee :+92-42-36278904-5, Fax: +92-42- 36373067 E-mall: mlcfl@kmlg.com
*The price of PKR 478.43 per share is the equivalent of USD 1.707 per share, determined at the exchange rate of PKR 280.2728 per USD, prevailing on December 17, 2025, beine 1 (one) day prior to the date of this Public Announcement of Public Offer.
The highest price amongst the above is PKR 478.43/- per share at which the shares are being offered to the general public through this Public Offer.
3.2.Financial Arrangements
3.2.1. Disclosure about the security
arrangement made in pursuance of Section 123 of the Securities Act, 2015.
As per Reg 15(1)(c) of the Regulations, the Acquirer has created the
security in the form of a Bank Guarantee amounting to PKR 13,000 million, in favor of the Manager to the Offer.
3.2.2. Disclosure about the
adequate and firm financial resources to fulfill the obligations under the Public Offer.
The Acquirer has made adequate financial arrangements for fulfillment of
its obligations under the Public Offer to the satisfaction of the Manager to the Offer.
If the Acquirer fails to pay in response to the Public Offer as required under the Act and the Regulations, the Manager to the Offer can encash the Security to meet the payment obligations of the Acquirer under the Public Offer to the shareholders who will tender their shares in response to the Public Offer.
3.2.3. A statement by the Manager
to the Offer that the Manager to the Offer is satisfied about the ability of the Acquirer to implement the Public Offer in accordance with the requirements of the Act and the Regulations
Next Capital Limited, being the Manager to the Offer is satisfied about the
ability of the Acquirer to implement the Public Offer in accordance with the requirements of the Act and the Regulations. Moreover, Next Capital Limited has also issued a due diligence certificate in this regard.
The highest price paid by the acquirer for acquiring the voting shares of target company during the 180 days preceding the date of public announcement of public offer: Not Applicable
The weighted average share price of target company on the securities exchange during the 180 days preceding the date of public announcement of public offer: PKR 321.73/- per share
The weighted average share price of target company on the securities exchange during 28 trading days preceding the date of public announcement of intention and only those days shall be taken into account on which the shares of the target company have been traded: PKR 232.73/- per share
PROCEDURE FOR ACCEPTANcE AND SETTLEMENT
4.1.detailed procedure for
a tance of public offer by
1. Offer Letters will be sent to all the shareholders of the Target
Company (except the Acquirer, any person(s) acting in concert,
MapleLeaf Cemect £'actozy"'
6lzzz1ted42-Lawrence Road, Lahore (PAKISTAN)
Phones :+92-42-36278904-5, Fax: +92-42- 36373067 E-mall: mlcfi@kmlg.com
shareholder of the Target
Company
and parties to the share purchase agreements) whose names will appear on the register of members on the book closure dates to be announced by the Target Company to determine the eligibility of the persons to receive the Offer Letter under this Public Offer.
4.2. Details of the CDC account in
which shares are required to be ten by eligible shareholders
CDC account holders shall follow the procedure set forth above, as
applicable. Additionally, CDC account holders must transfer their shares to the designated CDC Account of the Manager to the Offer, as detailed below. CDC Account Holders shall submit CDC transfer slip to the Manager
In order to accept the Public Offer, the shareholders are required to send the Acceptance Letter (attached to the Offer Letter), duly completed and signed, along with the requisite documents (as set out below) to the Manager to the Offer at its registered address i.e., Next Capital Limited, 2nd Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pakistan on or before 5:00 pm on Saturday, February 14, 2026 ("Closing Date"). Shareholders holding shares in CDC may also submit the Acceptance Letter and requisite documents through the designated online submission form available on the Manager to the Offer's website i.e. https://www.nextcapital.com.pk/ which will be activated during the acceptance period. Shareholders holding physical share certificates will not be permitted to use that online submission facility and must submit the original share certificates to the Manager to the Offer along with Acceptance Form and requisite documents.
The shareholder(s) needs to ensure that the Acceptance Letter is duly filled in.
In the event that the Acceptance Letter and all the requisite information are received (via online link, in-person delivery, or courier) within the stipulated time, the Manager to the Offer will issue confirmation of the receipt of documents (Provisional Receipt) on the email address provided on the Acceptance Letter.
Receipt by the Manager to the Offer by the Closing Date of the duly completed Acceptance Letter along with the required documents will constitute acceptance of the application, subject to Clause 4.5 below.
Completed Letters of Acceptance once submitted cannot be revoked by shareholders selling in the Public Offer.
The Public Offer will remain open for acceptance for seven days (starting from 9:00 A.M. PST on Sunday, February 08, 2026 to 5:00 P.M. PST on Saturday, February 14, 2026).
Acceptances received after working hours on Closing Date shall not be entertained and the acceptance period shall not be extended. This is important to highlight that shareholders opting to submit documents via courier must ensure that the courier is received in the office of Manager to the Offer on or before the Closing Date. Any courier received after the Closing Date will not be accepted, regardless of the dispatch date.
"' 42-Lawrence Road, Lahore (PAKISTAN)
Phonec :+92-42-36178904-5, Fax: •92•42- 36373067 E-mail: mlcfl@kmlg.com
on acceptance during the
acceptance period
to the Offer, with respect to transfer of shares. Further, CDC shareholders may submit the Acceptance Form and requisite documents through the designated online submission form available on the Manager to the Offer's website i.e. https://www.nextcapital.com.pk/ which will be activated during the acceptance period, instead of dispatching the hard copies to the address of the Manager to the Offer.
CDCAccountDetails
CDC Account Title: Manager to the Public Offer - Pioneer Cement Limited CDC Participant ID: 12484
CDC Account No: 123331 UIN: 0001107
Transaction Reason Codes: For Intra Account: A021 For Inter Account: P015
4.3. Physical Shares
In case of physical shares, shareholders may accept the offer by delivering
the duly filled and signed Acceptance Letter along with physical share certificates, duly verified transfer deed(s) and other required documents (as stipulated in the Offer Letter) by courier or by hand to the Manager to the Offer, latest by 5:00 pm on the Closing Date i.e. Saturday, February 14, 2026. Shareholders must ensure that the courier is received by the Manager to the Offer on or before the Closing Date.
This is important to highlight that shareholders holding shares in physical form will be required to submit transfer deed(s) duly verified from Corplink. Transfer deed(s) verified from any previous share registrar(s) of the Target Company will not be acceptable. Therefore, it is informed that all the physical shareholders of the Target Company who intend to tender their shares are required to obtain verification of their transfer deed(s) from Corplink well before the closure of acceptance period.
The excess shares (if any) will need to be collected in person (or by an authorized representative) from the Manager to the Offer's address during 9 am to Spm. If shareholders want the shares to be couriered, at their risk, they are required to mark as such on the Acceptance Letter.
4.4. Required Documents
The Acceptance Letter must be accompanied by the following documents:
For Individual Applicants:
A copy of CNIC (for all shareholders)
Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)
Original share certificates (for physical shareholders only)
Duly executed transfer deeds verified by Corplink (for physical shareholders only)
Maple Leaf
€esnent Factory
Limmited
42-Lawrence Road, Lahore (PAKISTAN) Phonec :•92-42-36278904-5, Fax: +92-42- 35373067 E-mall: mlcfl@kmlg.com
For Corporate Applicants:
Acceptance Letter furnished by the shareholder(s) without the requisite
documents may be rejected by the Manager to the Offer as being incomplete and invalid.
4.5. Acceptance by the Acquirer
Shares successfully tendered in the manner described above will be
acquired by the Acquirer free from all liens, charges, and encumbrances and with all rights attaching to and / or deriving from them, including the right to receive all dividends, any other distributions declared, made or paid and/or any entitlement to subscribe for or receive any securities resolved by the Target Company to be issued to the members of the Target Company pro rata to their holdings of shares or otherwise.
In the event, the number of shares offered for sale by the shareholders are more than the shares offered to be acquired by the Acquirer, the Acquirer shall, in consultation with the Manager to the Offer, accept the public offer or offers received from the shareholders on a proportional basis as prescribed by clause 112(2) of the Act and the excess surrendered shares for each shareholder shall be returned / re-transferred (as the case may be) to the relevant shareholder.
The acceptance by the Acquirer of the shares tendered by the selling shareholders and payment of the offer price is subject to the following conditions:
Duly completed and signed authorization to split share(s) certificate letter (for physical shareholders only)
Certified copy of Certificate of Incorporation (and for public companies, Certificate of Commencement of Business) and Certificate of Change of Name (if any)
Certified copy of board resolution authorizing persons to sell the shares with specimen signatures of such authorized persons
Copy of CDC transfer slip submitted with CDC investor account services (for CDC shareholders only)
Original share certificates (for physical shareholders only)
Duly executed transfer deeds recently verified by CDC (for physical shareholders only)
Duly completed and signed authorization to split share(s) certificate letter (for physical shareholders only)
The Securities and Exchange Commission of Pakistan or any other competent authority having no objections to any of the provisions of the Public Offer.
The payment for shares does not contravene any section of the Foreign Exchange Regulation Act, 1947 and the Foreign Exchange Manual of the State Bank of Pakistan.
The Acceptance Letter being duly completed and signed along with the required documents and submitted to the Manager to the Offer on or before the Closing Date.
*'
42-Lawrence Road, Lahore (PAKISTAN)
Phonac :+92-4246278904-5, Fax: •92-42- 36373067 E-mail: mlcfl@kmlg.com
reflected in the register/shareholding list as of that date.
4.6. Payment of the Offer Price
Upon receipt of duly filled Acceptance Letter along with the requisite
documents, the Manager to the Offer will send written acceptances of the tender (along with the payment confirmation) within ten (10) days of the Closing Date via email to the email address provided in the Acceptance Letter.
No interest, mark-up, surcharge or other increment will be payable for any cause or reason on the aggregate price for the shares purchased by the Acquirer from any selling shareholder.
The tendered shares being verified by the Target Company.
The Acquirer not withdrawing the Public Offer in accordance with the provisions of the Act.
The shareholder must be eligible as per the register of members on the book closure date announced by the Target Company. Also, shareholders will be able to tender only the number of shares
STATEMENTS BY THE ACQUIRER
5.1. Applicable Law
The Public Offer shall be governed by the provisions of Part IX of the
Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017. Shareholders should not construe the content of this document as legal, tax or financial advice and
should consult their own advisors as to the matters described in this Public Offer.
5.2. Statement by the Acquirer for
assuming responsibility for the information contained in this document
The Directors of the Acquirer assume responsibility for the information
contained in this document.
5.3. A statement by the Acquirer to
the effect that each of the Acquirers including persons in concert, if any, will be severally and jointly responsible for ensuring compliance with the Act and the Regulations
The Acquirer assumes responsibility for ensuring compliance with the Act
and the Regulations.
5.4. A statement by the Acquirer that
the Public Offer is being made to all the shareholders who have voting shares of the Target Company and (except the persons acting in concert with Acquirer) whose names appear in the register of shareholders as on the date of book closure
The Acquirer confirms that this Public Offer is being made to all the
shareholders who have voting ordinary shares of the Target Company (except any person(s) acting in concert with the Acquirer and the parties to the share purchase agreements) and whose names appear in the register of shareholders as on the date of book closure to be announced by the Target Company for this purpose.
5.5. A statement by the Acquirer that
all statutory approvals for the Public shave been obtained
The Acquirer confirms that all statutory approvals for the Public Offer as
required under the Act and the Regulations have been obtained.
Maple leaf
Cemezzt £•'actozgr42-Lawrence Road, Lahore (PAKISTAN)
Phones :*92-42-36276904-5, Fax: +92-42- 36373067 E•mall: mIcne« lg.com
5.6. Disclosure as to whether relevant
provisions of the Act and the Regulations have been complied with.
The Acquirer confirms that all relevant provisions of the Act and the
Regulations have been complied with.
5.7. A statement to the fact if any
director(s) of the Acquirer is also a director on the board of directors of Target Company
None.
5.8. A statement by the Acquirer as to
whether or not any voting shares acquired in pursuance to the Public Offer shall be transferred to another person and if that is the case the names of such persons shall be disclosed
The Acquirer confirms that, at present, it has no intention to transfer the
ordinary shares acquired pursuant to the Public Offer, other than any transfers to its nominees for appointment to the board of directors of the Target Company.
ENQUIRIES
All queries and correspondence relating to this Public Offer should be addressed to the Manager to the Offer at the following address:
Investment Banking Team, Next Capital Limited
2nd Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pakistan. Contact: +92 21 3522 2207
Email: cf@nextcapital.com.pk
For and on behalf of Maple Leaf Cement Factory Limited
SYED MOBS RAZA NAQVI GROUP DIR CTOR FINANCE