ADVICE FOR INVESTORS
INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. 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 OFTHE 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 810,000,000 CONSISTING OF 30,000,000 NEW ORDINARY SHARES BY THE ORGANIC MEAT COMPANY LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE.
THIS OFFER DOCUMENT IS VALID TILL 13th May 2025 (60 days from the last day of payment of subscription amount).
The Organic Meat Company Limited
Right Share - Offer Document
Date and place of incorporation: July 14, 2010, Karachi, Pakistan; Incorporation number: 0073102,
Registered Office: Survey 310, Deh Shah Mureed, Gadap, Malir Karachi, Sindh 75320, Pakistan, Corporate
Office: Plot No. 257, Sector 24, Korangi Industrial Area, Karachi, Sindh 75400, Pakistan, Contact Person: Imran
Khan, Contact Details: +92 300 9243730, Email: cs@tomcl.net, Website: www.tomcl.net
Total Issue Size: The Right Issue consists of 30,000,000 Right Shares (i.e. 20.203% of the existing paid-up capital of The Organic Meat Company Limited) at an offer price of PKR 27.00 per share (i.e. including a premium of PKR 17.00 per share) for an aggregate issue size of PKR 810,000,000 (Pak Rupees Eight Hundred & Ten Million) at a ratio of 20.203 rights shares for every 100 shares held.
Date of Placing Offer Document on PSX for Public Comments: N/A
Date of Final Offer Letter: 23rd January 2025
Date of Book Closure: From 30th January, 2025 to 06th February, 2025 (both days inclusive)
Subscription Amount Payment Dates: From 12th February, 2025 to 13th March, 2025
Trading Dates for Letter of Rights: From 12th February, 2025 to 06th March, 2025
Website: This offer document is available for downloaded at:
- https://tomcl.net/wp-content/uploads/2025/01/Draft-Schedule-1-Website.pdf o www.psx.com.pk;
OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
Details of the relevant contact persons:
Description | Name of person | Designation | Contact Number | Office Address | Email ID |
Authorized | Imran Khan | Company | +92 300 9243730 | Plot # 257, Sector | cs@tomcl.net |
Officer of the | Secretary | 24, Korangi | |||
Issuer | Industrial Area | ||||
Karachi, Sindh, | |||||
Pakistan | |||||
Underwriters:
Underwriter | Name of person | Designation | Contact Number | Office Address | Email ID | ||||||
17th Floor, Tower A, | |||||||||||
Dawood | Chief Executive | Saima Trade | Contact@dawoodequi | ||||||||
Equities | Abdul Aziz Habib | 021-32271881 | Tower, I I | ||||||||
Officer | ties.com | ||||||||||
Limited | Chundrigar Road, | ||||||||||
Karachi | |||||||||||
Pak Libya | Vice President | 5th Floor, Block C, | |||||||||
Holding | Finance & Trade | Junaid.islam@paklibya | |||||||||
Junaid Islam | - Strategic | 021-35630659 | |||||||||
Company | Centre, Shahrah e | .com.pk | |||||||||
Initiatives | |||||||||||
Limited | Faisal Karachi | ||||||||||
Pak China | |||||||||||
Investment | |||||||||||
Pak China | Divisional Head | Company Limited, | |||||||||
Investment | 13th Floor, Saudi | Khurram.nadeem@pak | |||||||||
Khurram Nadeem | - Investment | 0321-5566336 | |||||||||
Company | Pak Tower, Jinnah | chinainvest.com | |||||||||
Banking | |||||||||||
Limited | Avenue, F-7/4, | ||||||||||
Blue Area, | |||||||||||
Islamabad | |||||||||||
Plot No. 33-C, | |||||||||||
Ktrade | MD- Corporate | Lane -13, | |||||||||
Securities | Omar Salah Ahmed | 021-38892245 | Khayaban-e- | omar@kasb.com | |||||||
Finance | |||||||||||
Limited | Bukhari, Phase -VI, | ||||||||||
DHA, Karachi |
Bankers to the Issue:
Banks | Name of person | Designation | Contact Number | Office Address | Email ID | |||||
Al baraka Bank | ||||||||||
Al Baraka Bank | Irfan Abro | Business Head | 0334-3596406 | (Pakistan) Limited | Irfan.abro@albaraka.c | |||||
Pakistan | 1st Floor, Trade | om.pk | ||||||||
Center, | ||||||||||
Deputy | C-25 Estate | |||||||||
Meezan Bank | Shah Muhammad | Avenue Meezan | ammar.farooqi@meeza | |||||||
Manager | 0333-2315178 | |||||||||
Limited | Ammar Farooqi | House S.I.T.E | nbank.com | |||||||
Capital Market | ||||||||||
Karachi | ||||||||||
Habib | Plot no. 172-F, | |||||||||
Branch | Block -2, PECHS | mohammed.fawad@h | ||||||||
Metropolitan | Mohammed Fawad | 0213-2432619 | ||||||||
Manager | Main Tariq Road | abibmetro.com | ||||||||
Bank Limited | ||||||||||
Karachi | ||||||||||
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
DISCLAIMER:
In line with the Companies Act, 2017 and Companies (Further Issue of Shares) Regulations, 2020, this document does not require approval of the Securities Exchange and the Securities and Exchange Commission of Pakistan (SECP).
The Securities Exchange and the SECP disclaim:
- Any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.
- 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.
- Any responsibility with respect to the 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.
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
GLOSSARY OF TERMS
BoD | Board of Directors |
Company or Issuer | The Organic Meat Company Limited |
Companies Act | Companies Act, 2017 |
CDC | Central Depository Company of Pakistan Limited |
CDS | Central Depository System |
MAP | Modified Atmospheric Packaging |
MT | Metric Tons |
PKR or Rs | Pakistani Rupees |
PSX or Securities Exchange | Pakistan Stock Exchange Limited |
SECP or Commission | Securities & Exchange Commission of Pakistan |
TOMCL | The Organic Meat Company Limited |
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
DEFINITIONS
Banker to the Issue | Any bank with whom an account is opened and maintained by the Issuer for |
keeping the issue amount. | |
Al Baraka Bank Pakistan, Meezan Bank Limited and Habib Metropolitan Bank | |
Limited have been appointed as Bankers to the Issue, in this Right Issue | |
Book Closure Dates | The Book Closure shall commence from 30th January, 202 to 6th February, 2025 |
(both days inclusive). | |
Issue | Issue of 30,000,000 rightshares representing 20.203% of the existing paid-up capital |
of the Company. | |
Issue Price | PKR 27.00/- per share |
The price at which right shares of the Company are being offered for subscription by | |
the existing shareholders of the Company | |
Market Price | The latest available closing price of the share. |
Net Worth | Total assets minus total liabilities-PKR 5,114,828,277/- as at 30th September 2024. |
Ordinary Shares | Ordinary Shares of The Organic Meat Company Limited having face value of PKR |
10.00/- each. | |
Regulations | The Companies (Further Issue of Shares) Regulations, 2020 |
Right Issue | Shares offered by a company to its members strictly in proportion to the shares |
already held in respective kinds and classes. | |
Sponsor | 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; | |
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 | |
In case of TOMCL, Sponsors are as follows; | |
- Mr. Faisal Hussain - 45.13% (as at 18th November 2024) | |
- Mr. Ali Hussain - 9.41% (as at 18th November 2024) | |
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
TABLE OF CONTENTS
1. | SALIENT FEATURES OF THE RIGHT ISSUE | 9 | |
1.1. Brief Terms of the Rights Issue: | 9 | ||
1.2. Principal Purpose of the Issue and funding arrangements: | 10 | ||
1.3. Financial Effects Arising from Right Issue: | 14 | ||
1.4. Total expenses to the issue: | 14 | ||
1.5. | Details of Underwriters: | 15 | |
1.6. Commitments from substantial shareholders/directors: | 15 | ||
1.7. | Fractional Rights Shares: | 15 | |
1.8. | Important Dates: | 16 | |
2. | SUBSCRIPTION AMOUNT PAYMENT PROCEDURE | 16 | |
3. | PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS | 17 | |
3.1. Profile of the Board of Directors of the company | 17 | ||
4. | FINANCIAL DETAILS OF THE ISSUER: | 20 | |
4.1. Financial highlights of Issuer for last three years | 20 | ||
4.2. Financial highlights for the preceding year of consolidated financial: | 20 | ||
4.3. Detail of issue of capital in previous five years: | 21 | ||
4.4. Average market price of the share of the Issuer during the last six months: | 21 | ||
4.5. Share Capital and Related Matters | 21 | ||
5. | RISK FACTORS | 22 | |
5.1. Risk Associated with the rights issue | 22 | ||
5.2. Risk Associated with the issuer | 22 | ||
6. | LEGAL PROCEEDINGS: | 28 | |
7. | SIGNATORIES TO THE OFFER DOCUMENT | 29 |
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
1. SALIENT FEATURES OF THE RIGHT ISSUE
1.1. Brief Terms of the Rights Issue:
a) | Description of issue | Issuance of new ordinary shares by way of rights to existing | |||
shareholders of the Company, at PKR 27.00/- (Pak Rupees | |||||
Twenty-Seven only) per share, as per their proportional | |||||
entitlement. | |||||
b) | Size of the proposed issue | The Company shall issue 30,000,000 (Thirty Million) | |||
ordinary shares, at a price of PKR 27.00/- (Pak Rupees | |||||
Twenty-Seven only) per share, aggregating to PKR | |||||
810,000,000/- (Pak Rupees Eight Hundred & Ten Million). | |||||
c) | Face value of the share | PKR 10.00/- each | |||
d) | Basis of determination of price of | The Right Issue is being carried out at a premium. | |||
the Right Issue | Considering the current market price of the Company, the | ||||
premium charged over the par value is justified and is also | |||||
in line with the prevailing market practice. In fact, the Right | |||||
Issue price constitutes a discount of approximately 25% to | |||||
the prevailing market price (as of 18th November, 2024 | |||||
being the date of announcement of the Right Issue). | |||||
e) | Proportion of new issue to existing | 20.203 right shares for every 100 ordinary shares held i.e. | |||
issued shares with condition, if any | 20.203% % of the existing paid-up capital of the Company | ||||
f) | Date of meeting of the BoD wherein | November 16, 2024 | |||
the Right Issue was approved | |||||
g) | Names of directors attending the | Mr. Nihal Cassim, Chairman | |||
BoD meeting | Mr. Faisal Hussain, Chief Executive Officer | ||||
Mr. Ali Hussain, Executive Director | |||||
Mr. Rizwan Punjwani, Independent Director | |||||
Mr. Syed Owais Hasan Zaidi, Independent Director | |||||
Mr. Aneek Saleh Mohammad, Independent Director | |||||
Ms. Sehrish Hafeez Mastoor, Independent Director | |||||
h) | Brief purpose of utilization of Right | The purpose of the rights issue is to reduce high-cost debt | |||
Issue proceeds | of the Company, meet the Company's additional working | ||||
capital requirements in its animal fattening and red offal | |||||
export business to the GCC as well as investments in new | |||||
cooked (heat treated) tripes and red offal processing units. | |||||
These measures will position the Company to profitably | |||||
meet current and future demand for its products and | |||||
provide a more balanced capital structure for future growth. | |||||
These initiatives will enable the Company to increase its | |||||
bottom-line. Furthermore, these efforts underscore the | |||||
Company's commitment to sustainable growth, | |||||
operational excellence, and long-term value creation for its | |||||
shareholders. | |||||
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OFFER DOCUMENT | THE ORGANIC MEAT COMPANY LIMITED
i) | Purpose of the Right Issue - Details | The Company is set to commence Phase 3 of its expansion, |
of the main objects for raising funds | focusing on a specialized Beef Tripe Cooking (Heat | |
through present Right Issue | Treatment) & Red Offal Processing Unit. This new facility | |
will have a projected capacity of 3,600 metric tons per | ||
annum, which can be flexibly utilized to process both beef | ||
tripes and red offals interchangeably. The total estimated | ||
cost of this expansion is approximately PKR 260 million | ||
which will be funded through the proceeds of the right | ||
issue. The remaining balance of the right issue amounting | ||
to PKR 550 million will be allocated to meet the Company's | ||
working capital requirements of PKR 200 million and to | ||
reduce the high-cost debt of up to PKR 350 million. | ||
j) | Minimum level of subscription | None. |
(MLS) | ||
k) | "Application Supported by Blocked | Not Applicable. |
amount" (ASBA) facility, if any, will | ||
be provided for subscription of right | ||
shares. |
1.2. Principal Purpose of the Issue and funding arrangements:
The principal purpose of the rights issue is to reduce high-cost debt of the Company, to meet the Company's additional working capital requirements for animal fattening business & red offal export business to the GCC and fund capital investments in new beef tripes cooking (heat treated) and red offal processing unit. The table below provides a detailed breakdown of the planned utilization of the rights issue proceeds:
Purpose of the Issue | Proceeds Utilization | % of Right Issue Proceeds | ||||||
(PKR Mn) | ||||||||
Beef Tripe Cooking (Heat Treated) & Red Offal | 260.00 | 32.10% | ||||||
Processing Unit | ||||||||
Additional Working Capital | 200.00 | 24.69% | ||||||
High-Cost Debt Reduction with Banks. | 350.00 | 43.21% | ||||||
Total | 810.00 | 100.00% |
Tripe Cooking & Red Offal Processing Unit:
The Company is set to commence Phase 3 of its expansion, focusing on a specialized Beef Tripe Cooking (Heat Treated) & Red Offal Processing Unit. This development aims to further grow its export business, primarily targeting the Chinese market. This new facility will have a projected capacity of 3,600 metric tons per annum, which can be flexibly utilized to process both beef tripes and red offal interchangeably. The total estimated cost of this expansion is approximately PKR 260 million which will be funded through the proceeds of the right issue. This initiative will enable the Company to convert its by-products into high-value products with strong demand in both domestic and international markets. Furthermore, these projects will enhance production efficiencies, enabling entry into new markets. This effort underscores the Company's commitment to sustainable growth, operational excellence, and long-term value creation for its shareholders.
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