Rafhan Maize Products Co. Ltd.PSX: RMPL

Material Information

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RafhanMziize

P RO D CI C TS CO LT D

Cetyerate Headquarters & Registered Office

Rakh Canal East Road Falsalabad - 38860 - Pakistan Tel: +92 41 8540121-23

Fax: +92 41 8711016, 8502197

General Manager

Pakistan Stock Exchange Limited,

Stock Exchange Building, Stock Exchange Itoad Karachi

SUBJi:c r: DiSCI.OSURE PURSUAN'I TO R«G«I.A"I"ION 5

COMPANIES (SUBS"I"AN"I"lac acquIsIrIoN Or vo'iINti SIIAREs

REGULATIONS, 2017 ("I"fIL 'RrorI.ArIoNb•')

Dear Sirs

December 19, 2025 or rrIE LISI"ED AND TAKEOV13RS)

It is hereby informed that Rafhan Maize Products Company 1.imited (the rarget Company") has received firm intention by way of an Addendum to the Public Announcement of Intention dated 14 May 2025 and the corrigendum dated 28 July 2025 from:

  1. Nishat Hotels and Properties Limited;

  2. D.G. Khan Cement Company Limited;

  3. Nishat Mills Limited;

  4. Nishat Power Limited;

  5. Nishat Chunian Power Limited;

  6. Lalpir Power Limited;

  7. Pakgen Power I.imited;

  8. Mrs Naz Mansha;

  9. Mr Itaza Mansha;

  10. Mr Umer Mansha;

    1l)Mr Hassan Mansha, (together the "Acquirers")

    to acquire control and up to 75.69% voting shares of the "1"arget Company, beyond the thresholds

    prescribed under section 11 l of the Securities Act, 20 15. 4"his intention has been notified to the board

    of directors of the target company on 18 December 2025. A copy (›f the said Addendumis attached

    herewith.

    The Pakistan Stock Exchange is requestcd to make the above information immediately available to thc

    shareholders of the Target Company under regulation 5(1), by placing it on the notice board and

    through notification on automated information system and make an announcement on the house of the exchange.

    Yours faithfully



    For and on behalf of



    Rafhan Maize Products Company Limited

    M MST FA PAL ZLJ BE R I

    I Icf LG@fi Officer & re p n ra y cc i-eta r-y

    cc: Director / HOD, Surveillance Supervision and Enforccment Department,SECP

    ¿"••¿ Regional Office: 1st Floor Finlay House, I.I. Chundrigar Road, Karachi-74000 - Pakistan. Tel:+92 2132410848, 32427731 Fax: +92 2132428651





    December 18, 2025

    The Executive Director

    Public Offering and Regulated Persons Department Securities and Exchange Commission of Pakistan NIC Building, Jinnah Avenue

    Islamabad

    The General Manager

    Pakistan Stock Exchange Limited Stock Exchange Building

    Stock Exchange Road Karachi

    The Chief Executive Officer

    Rafhan Maize Products Company Limited Rakh Canal East Road

    Faisalabad

    Subject: Addendum to the Public Announcement of Intention dated May 14, 2025 in relation to the acquisition of shares and control of Rafhan Maize Products Company Limited by Nishat Hotels and Properties Limited

    Dear Sir(s),

    This is with reference to the Public Announcement of Intention dated May 14, 2025 ("PAI") and the Corrigendum dated July 28, 2025, both issued by Nishat Hotels and Properties Limited and published in the Business Recorder and Nawa-e-Waqt on May 16, 2025, and July 30, 2025, respectively.

    On behalf of our client(s), we hereby submit an Addendum to the PAI ("Addendum") to update Part B of the PAI, which contains information relating to the acquirers.

    Enclosed herewith is a copy of the Addendum. The same is proposed to be published in the Business Recorder and Nawa-e-Waqt on December 19, 2025.

    You may contact the undersigned for any additional information or clarification. For and on behalf of

    Manager to the Offer



    Aamna Rasheed



    Senior Analyst, Investment Banking





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    ADDENDUM TO PUBLIC ANNOUNCEI"1ENT OF INTEFITION TO ACQUIRE UP TO 75.69% SHARES AND CONTROL OF RAFHAN MAIZE PRODUCTS COMPAI'4Y LIMITED BY NISHAT HOTELS AND PROPERTIES LIMITED

    This addendum is being issued to update the list and information of the acquirers in relation to the Public Announcement of Intention dated May 14, 2025 ("PAI") and the corrigendum dated July 28, 2025, both issued by Nishat Hotels and Properties Limited and published in the Business Recorder and Nawa-e-Waqt on May 16, 2025, and July 30, 2025, respectively.

    All actions taken pursuant to the original PAI shall remain valid. Except for the updates provided in this

    addendum, all other terms and information contained in the original PAI remain unchanged.

    Through this addendum, Part B of the PAI, as updated through the corrigendum. shall stand replaced in its entirety.

    Part B

    1. Information about the acquirer:

      1. Name(s) and address(es) of acquirer along with persons acting in concert, if any:

        Name{s) of Acquirer(s)

        Address

        Nishat Hotels and Properties Limited ("NHPL")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        D. G. Khan Cement Company Limited ("DGKC")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        Nishat Mills Limited ("NML")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        Nishat Power Limited ("NPL")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        Nishat Chunian Power Limited ("NCPL")

        59-Shadman Colony II, Shadman, Lahore, Pakistan

        Lalpir Power Limited ("LPL")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        Pakgen Power Limited ("PKGP")

        Nishat House 53-A, Lawrence Road Lahore, Pakistan

        Mrs. Naz Mansha

        28-Main Gulberg, Lahore, Pakistan

        Mr. Raza Mansha

        43-Tufail Road, Lahore Cantt, Lahore, Pakistan

        Mr. Umer Mansha

        319-West Canal Bank, Lahore, Pakistan

        Mr. Hassan Mansha

        28-Main Gulberg, Lahore, Pakistan

      2. Name(s) of the ultimate acquirer or the ultimate controlling shareholder:

        Name of Acquirer

        Names of utimate controling shareholders

        Nishat Hotes and

        Properties Limited

        Name

        Mrs. Naz Mansha Mr. Raza Mansha Mr. Umer Mansha Mr. Hassan Mansha

        Security General Insurance Co. Ltd.

        D. G. Khan Cement Co. Ltd.

        Shareholding (%)

        6.14

        20.36

        20.47

        20.47

        17.94

        8.55

        Nishat Mills Ltd.

        6.08

        Nishat I"1ils Limited



        Name

        Mian Muhammad Mansha Mrs. Naz Mansha

        Mr. Raza Mansha Mr. Umer Mansha Mr. Hassan Mansha

        Shareholding (%)

        0.11

        8.30

        8.41

        12.60 12.62



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        Mrs. Ammil Raza Mansha

        Mr. Mil‹ail Raza Mansha

        D. G. lthan Cement Co. Ltd.

        1.39

        0.07

        8.61

        D. G. Khan Cement

        Name

        Shareholding (%)

        Company Limited

        Mian Muhammad Mansha

        0.01

        Mrs. Naz Mansha

        0.05

        Mr. Raza Mansha

        2.92

        Mr. Umer Mansha

        6.29

        Mr. Hassan Mansha

        6.19

        Mrs. Ammil Raza Mansha

        1.34

        Nishat Mills Limited

        31.40

        Security General Insurance Co. Ltd.

        0.10

        Nishat Power

        Limited

        Name

        Nishat Mills Limited

        Shareholding (%) 51.01

        Nishat Chunian

        Name

        Shareholding (%)

        Power Limited

        Mian Muhammad Mansha

        4.18

        Mrs. Naz Mansha

        0.03

        Mr. Raza Mansha

        4.16

        Mr. Umer Mansha

        4.44

        Mr. Hassan Mansha

        3.86

        Nishat Mills Limited

        24.13

        D. G. Khan Cement Co. Ltd.

        1.55



        Security General Insurance Co. Ltd.

        3.12

        Adamjee Insurance Co. Ltd.



        7.44

        Lafplr Power

        Name

        Shareholding (%)

        Limited

        (Post Buy-back)

        Mrs. Naz Mansha

        0.02

        Mr. Raza Mansha

        0.34

        Mr. Umer Mansha

        0.32

        Mr. Hassan Mansha

        9.29

        Nishat Mills Limited

        39.27

        Security General Insurance Co. Ltd.

        5.59



        Adamjee Insurance Co. Ltd.

        9.77

        Nishat (Aziz Avenue) Hotels and Properties Ltd.

        0.13

        Pakgen Power

        Name

        Shareholding (%)*

        Limited

        Mrs. Naz Mansha

        0.25

        Mr. Raza Mansha

        0.05

        Mr. Umer Mansha

        0.04

        Mr. Hassan Mansha

        3.93

        Nishat Mills Limited

        30.25

        Security General Insurance Co. Ltd.

        2.02

        Adamjee Insurance Co. Ltd.

        6.89

        Nishat (Aziz Avenue) Hotels and Properties Ltd.

        0.02

        Nishat Real Estates Development Co. (Pvt) Ltd.

        0.01

        " It may be noted that Pakgen Power Limited is currently undergoing a 6uyback process, and the shareholding disclosed heréin is based on the pre-buyback position and is subject to change depending on the outcome o/'file buyback.

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      3. flame(s) and address(s) of manager to the offer of the acquirer:

        Name Address

        Next Capital Limited 2"dFloor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pal‹istan

      4. Principal areas of business of the acquirers and relevant experience:

        and Pr i

        NHPL operates one of Pakistan's premier shopping malls, Emporium Mall, alongside multiple state-of-the-art hotels under the Nishat Hotel chain. NHPL also owns and operates Nishat Residences comprising of luxury apartments. NHPL serves both domestic and international customers, maintaining strong financial performance and a commitment to corporate governance and sustainability.

        NHPL is part of the Nishat Group ("Group") which is one of Pakistan's largest and most diversified conglomerates. The premier public listed companies in the Group include MCB Bank Limited (one of the largest banks in Pakistan), Adamjee Insurance Company Limited (the largest general insurance company in Pakistan), Nishat Mills Limited (one of the largest vertically integrated textile companies in Pakistan), D.G. Khan Cement Company Limited (one of the largest cement manufacturers in Pakistan) and numerous power sector companies such as Nishat Power Limited Nishat Chunian Power Limited, Lalpir Power Limited and Pakgen Power Limited.

        The Group's extensive experience in managing large scale operations, combined with its strong financial and governance frameworks, positions NHPL as a strong and capable acquirer of the Target Company.



        D.G. Khan Cement Company Limited (DGKCCL) is a public listed company in Pakistan, primarily engaged in the production and sale of clinker and cement. Since its incorporation in 1 978, DGKCCL has developed a strong national presence with three strategically located manufacturing plants across the country, having a combined clinker production capacity of 22,400 MT/day, and an extensive network of over 2,300 dealers providing distribution coverage nationwide. The Company is listed on the Pakistan Stock Exchange.

        The Company also has a growing international footprint, exporting to markets including Bangladesh, West Africa, Afghanistan, the USA, China, Sri Lanl‹a, Madagascar, Kenya, and parts of Central Africa, and continues to explore new opportunities through its HUB plant near the port.

        DGKCCL holds significant stakes in subsidiaries such as Nishat Packaging Limited, Nishat Dairy (Private) Limited, and DG Khan Cement Company USA LLC, and maintains strategic investments in prominent group companies, generating consistent financial returns. Equity interests within the group include MCB Bank Limited, Nishat Mills Limited, Adamjee Insurance Company Limited, Nishat Hotels and Properties Limited, Hyundai Nishat Motors (Private) Limited, and Nishat Chunian Power Limited.

        i ha i Li it d

        Nishat Mills Limited ('NML') is a public limited company incorporated in Pal‹istan under the repealed Companies Act, 1913 (Now Companies Act, 2017) and listed on Pakistan Stock Exchange Limited. Its registered office is situated at 53-A, Lawrence Road, Lahore. NML is engaged in the business of textile manufacturing and of spinning, combing, weaving,

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        NiSHAT GROUP



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        bleaching, dyeing, printing, stitching, apparel, buying, selling and otherwise dealing in yarn, linen, cloth and other goods and fabrics made from raw cotton, synthetic fibre and cloth and to generate, accumulate, distribute, supply and sell electricity.

        NML is a leading name in Pakistan's textile industry, renowned for its large-scale operations and global presence. NML serves as the flagship company of the Nishat group, one of Pakistan's largest conglomerates. As a fully integrated textile powerhouse, it operates across the entire textile value chain.

        Nishat power Limited

        Nishat Power Limited ('NPL') is a public Company limited by shares incorporated in Pakistan on 23 February 2007. The Company's ordinary shares are listed on the Pakistan Stock Exchange Limited. NPL is a part of the power sector businesses of the Nishat Group.

        The principal activity of NPL is to build, own, operate and maintain a fuel fired power station having gross capacity of 200 MW in Jamber Kalan, Tehsil Pattoki, District Kasur, Punjab, Pakistan. The address of the registered office of NPL is 53-A, Lawrence Road, Lahore. The power station was installed under the Policy for Power Generation Projects Year 2002 of the Government of Pakistan. NPL has entered into a Power Purchase Agreement with its sole customer, Central Power Purchasing Agency (Guarantee) Limited for twenty-five years and sixty-eight, which commenced from 09 June 2010 and will end on 15 August 2035.

        Nishat Chunian Power Limited

        Nishat Chunian Power Limited ('NCPL') is a public Company limited by shares incorporated in Pakistan on 23 February 2007. The Company's ordinary shares are listed on the Pakistan Stock Exchange Limited. NCPL is part of power sector businesses of the Nishat Group.

        The principal activity of NCPL is to bu.Id, own, operate and maintain a fuel fired power station having gross capacity of 200 f•1W and net capacity of 195.722 MW at Jamber Kalan, Tehsil Pattoki, District Kasur, Punjab, Pakistan. The address of the registered office of the NCPL is 59 Shadman Colony-II, Shadman, Lahore. The power station was installed under the Policy for Power Generation Projects Year 2002 Power Policy of the Government of Pakistan. NCPL has entered into a Power Purchase Agreement with its sole customer, Central Power Purchasing Agency (Guarantee) Limited for twenty-five years and seventy-five days, which commenced from 21 July 2010 and will end on 04 October 2035.

        Latpir Power Limited

        Lalpir Power Limited ("LPL") was incorporated in Pakistan on 08 May 1994. The registered office of the Company is situated at 53-A, Lawrence Road, Lahore. The ordinary shares of the Company are listed on the Pakistan Stock Exchange Limited.

        The principal activities of the LPL are to own, operate and maintain a fuel fired power station having gross capacity of 362 MW in Mehmood Kot, Muzaffargarh, Punjab, Pakistan. The LPL had been supplying electricity to the National Transmission & Despatch Company Limited / Central Power Purchasing Agency (Guarantee) Limited, for around twenty-seven years. LPL also has substantial investments, earning a decent return.



        Palcgen Power Limited ("PGPL") was incorporated in Palcistan on 22 June 1 995 . The registered office of the Company is situated at 53-A, Lawrence Road, Lahore. The ordinary shares of the Company are listed on the Pal‹istan Stoclc Exchange Limited.







        NISI-L$T HOTELS AND PROPERTIES LIMITED

        NISHAT GROUP

        The principal activities of the PGPL are to own, operate and maintain a fuel fired power station ("the Complex") having gross capacity of 365 MW in Mehmood Kot, Muzaffargarh, Punjab, Pal‹istan. The PGPL had been supplying electricity to the National Transmission & Despatch Company Limited / Central Power Purchasing Agency (Guarantee) Limited, for around twenty-seven years. PGPL also has substantial investments, earning a decent return.

        Mrs Naz Mansha

        Mrs. Naz Mansha has over 38 years' experience as a Director on the Board of different companies. She has been associated with D. G. Khan Cement Company Limited (DGKCC) since 1994 and she is also a Chief Executive of Nishat Linen (Private) Limited, a subsidiary of Nishat bills Limited and Director/Chief Executive of Emporium Properties (Pvt) Limited and Director on the Board of Golf View Land (Pvt) Limited, Adamjee Life Assurance Company Limited and Nishat (Aziz Avenue) Hotels & Properties Ltd. She is a graduate from Kinnaird College, Lahore.

        Mr. Raza Mansha

        Mr. Raza Mansha has more than 28 years diversified professional experience in various business sectors including Banking, Textile, Power, Cement, Insurance, Hotels, Properties, Natural Gas, Agriculture, Dairy etc. He received his Bachelor degree from the University o f Pennsylvania, USA. Currently he is acting as Chief Executive of D. G. Khan Cement Company Lir›Jitcd, Nishat: Packaging Limited and Nishat Developers (Pvt.) Lir›itud. He is acting on the Boards of f1CD Islam ic Bank Limited, lflishat: Hotels & Properties Limited, Nishat (Raiwind) Hot:els and Properties Limited, Nisha't (Aziz Avenu'e) Hotels and Pruperlies L.irnited, Nisf›ut Dairy (Pvt.) Limited, Euronet Pakistan (Pvt.) Limited, Nishat Agriculture Farming (Pvt.) Limited, Hyundai Nishat Motor (Pvt.) Limited and Nishat Agrotech Farms (Pvt.) Limited.

        f'1r Umer f'1ansha.

        Mian Umer Mansha was co-opted as a Director on the Board of MCB Bank in Novem ber, 1997 and served till September, 2007. Then he was elected as a Director in the Bank's 61 st AGM held in March, 2009.

        Presently, at MCB Bank he is the Chairman of the Board's Business Strategy & Development Committee, IT Committee, Compliance Review & Monitoring Committee, Committee on Physical Planning & Contingency Arrangements, and Write-off & Waiver Committee and is also a member of Audit Cotcmittee, Risl‹ Management & Portfolio Review Committee and Human Resource & Remuneration Committee.

        In addition, he has been serving on the board of various other businesses. Mr. Umer received his Bachelor's degree from Babson College, Boston, USA. He is acting on the Boards of Nishat Mills Limited, Adamjee Insurance Company Limited, Adamjee Life Assurance Company Limited, Nishat Hotels & Properties Limited, Nishat Developers (Pvt) Limited, Nishat (Raiwind) Hotels and Properties Limited, Nishat Dairy (Pvt) Limited, Nishat Agriculture Farming (Pvt) Limited, Hyundai Nishat Motor (Pvt) Limited, Nishat Agrotech Farms (Pvt) Limited, Nishat Sutas Dairy Limited.

        Mr Hassan Mansha

        Mian Hassan Mansha has been serving on the Board of various listed companies for several years. He also serves on the Board of Nishat Mills Limited, Nishat Power Limited, Security General Insurance Company Limited, Lalpir Power Limited, Pakgen Power Limited, Nishat Hotels and Properties Limited, Nishat (Aziz Avenue) Hotels and Properties Limited, Nishat (Raiwind) Hotels and Properties Limited, Nishat Dairy (Private) Limited, Pakistan Aviators and Aviation (Private) Limited, Nishat Real Estate Development Company (Private) Limited, Nishat

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        Agriculture Farming (Private) Limited, Hyundai Nishat Motor (Private) Limited and NexGen Auto

        (Pvt.) Limited.

      5. In case the acquirer is a fund/ company(s):

        1. fan f th

          Name of Company

          Name of Directors

          Nishat Hotels and Properties Limited

          Nishat Nilfs Limited

          D. G. Khan Cement Company Limited

          Nishat Power Limited

          Nishat Chunian Power Limited

          Lafpir Power Limited

          Pakgen Power Limited

          1. Mr. Raza Mansha - Chairman

          2. Mr. Umer Mansha

          3. Mr. Hassan Mansha - CEO

          4. Mrs. lqraa Hassan Mansha

          5. Mr. Ahab Ahmad Khan

          6. Mr. Muhammad Azam

          7. Mr. lnayat Ul(ah Niazi

          1. Mr. Umer Mansha - CEO

          2. Mr. Hassan Mansha-Chairman

          3. Mrs. Mehak Adil

          4. Mrs. Sara Aqeel

          5. Syed Zahid Hussain

          6. Mr. Farid Noor Ali Fazal

          7. Mr. Mahmood Akhtar

          1. Mrs. Naz Mansha-Chairperson

          2. Mr. Raza Mansha - CEO

          3. Mr. Shehryar Ahmad Buksh

          4. Mr. Khalid Niaz Khawaja

          5. Mr. Usama Mahmud

          6. Mr. Farid Noor Ali Fazal

          7. Mr. Shahzad Ahmad Malik

          1. Mr. Hassan Mansha-Chairman

          2. Mr. Ghazanfar Hussain Mirza-CEO

          3. Mr. Humayun Maqbool

          4. Ms. Maleeha Humayun Bangash

          5. Mr. Mahmood Akhtar

          6. Mr. Shahzad Ahmad Malik

          7. Mr. Muhammad Aqib Zulfiqar

          1. Mr. Hassan Mansha

          2. Mr. Ghazanfar Hussain Mirza-Chairman

          3. Mr. Aftab Ahmad Khan

          4. Sheikh Muhammad lqbal

          5. Ms. Leila Khan

          6. Mr. Mustaqeem Talish

          7. Mr. Farrukh lfzal-CEO

          1. Mr. Hassan Mansha - Chairman

          2. Mr. Mahmood Al‹htar-CEO

          3. Mr. Muhammad Azam

          4. Mr. Zaheer Ahmad Ghangroo

          5. Mr. Inayat Ullah Niazi

          6. Mrs. Hajra Arham

          7. Mr. Amir Mahmood

          1. f•1r. Hassan Mansha - CEO

          2. Mrs. Sadia Younas Mansha





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          Nishat I-Jotels and

          Properties Limited

          Name

          Mr. Raza Mansha Mr. Umer Mansha Mr. Hassan Mansha

          % of Shareholding

          20.36

          20.47

          20.47

          17.94

          Security General Insurance Co. Ltd.

          Nishat Mills Limited

          Name

          Mr. Umer Mansha

          Mr. Hassan Mansha

          % of Shareholding

          12.60

          12.62

          D. G. Khan Cement

          Company Limited

          Na e

          Nishat Mills Limited

          % of Shareh d g

          31.40

          Nishat Power

          Limited

          Na e

          Nishat Mills Limited

          % of Shareho d ng

          51.01

          Nishat Chunian

          Power Limited

          a e

          Nishat Mills Limited

          of Sha eho ding

          24.13

          Lalpir Power Limited

          Na e

          Nishat Mills Limited

          e% of Scha hdingo

          39.27

          Pakgen Power

          Limited

          Na e

          Nishat Stilts Limited

          % of Shareho d g

          30.25

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          1. Mr. Muhammad Ali Zeb - Chairman

          2. Mr. Samir Mustapha Chinoy

          3. Sheikh Muhammad Shakeel

          4. Mr. Ghazanfar Hussain Mirza

          5. Mr. Omer Zubair Khan

          6. Mr. Farrukh lfzal







          Nishat Hotels and Properties Limited

          4'" of October 2007

          D. G. Khan Cement Company Limited

          27'" of September 1978

          Nishat Mills Limited

          16'" of November 1959

          Nishat Power Limited

          23'" of February 2007

          Nishat Chunian Power Limited

          23" of February 2007

          Lalpir Power Limited

          08'hof May 1994

          Palcgen Power Limited

          22'dof June 1995



          Lahore, Pakistan

          hlame of Company

          Authorised Capital Paid up Capital



          (v) iAu h nitl

          (PKR)

          (PKR)

          Nishat Hotels and Properties Limited

          15,408,890,270

          12,182,750,450

          D. G. Khan Cement Company Limited

          10,000,000,000

          4,381,191,180

          Nishat Mills Limited

          11,000,000,000

          3,515,998,480

          Nishat Power Limited

          5,000,000,000

          3,540,885,000

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          Nishat Chunian Power Limited

          3,850,000,000

          3,673,469,390

          Lalpir Power Limited

          5,000,000,000

          2,798,387,320

          Pakgen Power Limited

          4,000,000,000

          3,720,815,910

      6. Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares:

        Name of Acquirer

        Name of

        Company

        Registration AIo.

        Nature (listed/ unlisted/ Private)

        Nature of

        business

        Jurisdiction of incorporation

        Description held control/more than thirty %

        shares or both

        Nishat Hotels and Properties

        Limited

        Nishat Hospitality (Private)

        Limited

        0076458

        Private

        Hotel Business

        Lahore-Pakistan

        1000/»

        D. G. Khan Cement Company Limited

        Nishat

        Packaging Limited

        0048043

        Public

        Unlisted

        Packaging

        Products

        Lahore-Pakistan

        55%

        Nishat Dairy (Pvt) Limited

        0077490

        Private

        Dairy Products

        Lahore-Pakistan

        55.10%

        D. G. Khan Cement

        Company (USA) LLC

        33-2348178

        Limited Liability Company

        Cement

        Texas-USA

        100%

        Nishat Mills Limited

        Nishat Linen (Private)

        Limited

        0075247

        Private

        Textile

        Manufacturing

        Lahore-Pakistan

        100%

        Nishat Commodities (Pvt) Ltd.

        0094426

        Private

        Commodities

        Lahore-Pakistan

        100%

        Nishat Power Limited

        0059637

        Public Listed Company

        Power Generation

        Lahore-Pakistan

        51.010/0

        Nishat USA

        Inc.

        20-4921186

        Corporation

        Marketing services and sales of textile and related

        products

        USA

        100%

        Nishat Linen Trading LLC

        100012787600001

        Limited Liability Comp an

        Retail outlets for sale of textile and related

        products

        UAE

        100%

        Nishat

        International FZE

        104435544200001

        Limited

        Liability Company

        Sale of textile

        and related products

        UAE

        100%

        China

        Guangzhou

        4401 0408037954X

        Limited Liability

        Company

        Trading

        China

        100%

        Head O G9: IN, Aziz A exuet Cnxo Bo Gulberg Vt more Page8 of 15

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        Nishat Global Co., Ltd.

        Nishat UK

        (Private) Ltd.

        16020084

        Private

        Sales of textile and related products

        UK

        1 0 00/0

        Wernerfelt A/S

        28120192

        Joint stoclc

        company

        Trading of textile products

        Denmark

        100%

        Wernerfelt Sverige AB

        556653-5729

        Joint stock

        company

        Textile

        Sweden

        10000

        D.G. Khan Cement Company

        Limited

        0006469

        Public Interest Company

        Cement manufacturing

        Pakistan

        31.40%

        Nishat Sutas Dairy Limited

        0136709

        Unlisted Public Limited

        Company

        Dairy

        Pakistan

        49.07%

        Pal‹gen Power Limited

        35039

        Public Interest Company

        Power

        Pakistan

        30.250/«

        Lalpir Power Limited

        0032510

        Public Interest Company

        Power

        Pakistan

        39.270/»

        Nishat Power

        Limited

        NexGen Auto (Private)

        Limited

        0265860

        Private

        Automobile

        Lahore-Pakistan

        33.33%

        Nishat Chunian Power Ltd.

        NexGen Auto

        (Private)

        Limited

        0265860

        Private

        Automobile

        Lahore-Pakistan

        33.33%

        lMrs. NaZ

        Mansha

        YAIt TRUST

        Trust

        Holding Asset under Trust

        Mauritius

        100.00%

        Mr. Raza Mansha

        Nishat (Raiwind) Hotels and Properties

        Limited

        0083433

        Public

        Unlisted

        Hote I Business

        Lahore-Pakistan

        33.26%

        Nishat (Aziz Avenue) Hotels and Properties

        Limited

        0083427

        Public Unlisted

        Hotel Business

        Lahore-Pakistan

        33.26%

        Silver Chroma Finance

        Limited

        1 16300

        Private

        Investment

        Company

        Mauritius

        45.750/0

        Nishat Developers (Private)

        Limited

        0048146

        Private

        Real Estate Development

        Lahore-Pakistan

        33.33%

        White Cers Finance INC

        AU21103289

        Private

        Investment Company

        i'dauritius

        4 00.00%

        Nishat Agriculture

        0080108

        Private

        Agriculture Farming

        La hore-Pakistan

        33.330/

        Vt L Pane 9 of 15



        NISHA.T HOTELS AND PROPnRTOS LIMITED


        R

        OJ
        Hoxse



        TO+9*-4*ñ1 400›+9*-W-V9*

        Farming (Pvt)

        Ltd

        Best Eagles

        Holding inc

        C28453

        Private

        Property Holding

        Company

        Mauritius

        1 00.00%

        Pakistan

        Aviators and Aviation (Pvt)

        Ltd.

        0030641

        Private

        Aviation Services

        Lahore-Pakistan

        33.33%

        Croft Limited

        C37477

        Private

        Property Holding

        Company

        Mauritius

        1 00.00%

        Nishat

        Agrotech (Private) Limited

        0120259

        Private

        Agriculture

        Farming

        Lahore-Pakistan

        50.00%

        Mr. Ume

        Mansha

        Nishat

        (Raiwind) Hotels and Properties Limited

        0083433

        Public

        Unlisted

        Hotel Business

        Lahore-Pakistan

        33.26%

        Nishat (Aziz

        Avenue) Hotels and Properties

        Limited

        0083427

        Public

        Unlisted

        Hotel Business

        Lahore-Pakistan

        33.26%

        Infinity Global

        Finance Ltd

        1736275

        Private

        Property Holding

        Company

        British Virgin

        Island

        1 00.00%

        Nishat

        Developers (Private) Limited

        00481 46

        Private

        Real Estate

        Development

        Lahore-Pakistan

        33.33%

        Chianti

        Classico Management Inc.

        1721 866

        Private

        Investment

        Company

        British Virgin

        Island

        96.21 %

        Nishat

        Agriculture Farming (Pvt) Ltd

        0080708

        Private

        Agriculture

        Farming

        Lahore-Pakistan

        33.339a

        Maple Leaf

        Investment

        Limited

        1 4227

        Private

        Property Holding

        Company

        Guernsey

        50.00%

        Nishat

        Agrotech (Private) Limited

        01 20259

        Private

        Agriculture

        Farming

        Lahore-Pakistan

        50.00%

        Pakistan

        Aviators and Aviation (Pvt)

        Ltd.

        0030641

        Private

        Aviation Services

        Lahore-Pakistan

        33.33%

        Mr. Hassan

        Mansha

        Nishat

        (Raiwind) Hotels and Properties

        Limited

        0083433

        Public

        Unlisted

        Hotel Business

        Lahore-Pa kistan

        33.26%

        Fourjay

        Aviation Limited

        GC 291337

        Private

        Aviation

        Cayman Islands

        J 00.000/0

        Head Once: ill Aziz ArexHe Grinds B‹ixl; ‹sxfhrq v, LafO" Page10 of 15





        H e 3 A Lnirrettce



        NISHAT GRObP

        Nishat (Aziz Avenue) Hotels and

        Properties Limited

        0083427

        Public Unlisted

        Hotel Business

        Lahore-Pakistan

        33.26%

        Sea Capital

        Ltd

        07412395

        Private

        Hospitality

        Services

        Marshall Islands

        38.00%

        Nishat

        Developers (Private) Limited

        0048146

        Private

        Real Estate

        Development

        Lahore-Pakistan

        33.33%

        Dremworkz

        International Ltd

        1 726270

        Private

        Property Holding

        Company

        British Virgin

        Island

        100.00%

        Nishat

        Agriculture Farming (Pvt) Ltd

        0080108

        Private

        Agriculture

        Farming

        Lahore-Pakistan

        33.33%

        Silver Chroma

        Finance

        Limited

        1 16300

        Private

        Investment

        Company

        Mauritius

        54.25%

        Nishat Real

        Estates Development Company (Pvt) Limited

        0081920

        Private

        Agriculture

        Farming

        Lahore-Pakistan

        50.00%

        Willdfire

        Investments

        Ltd

        1915155

        Private

        Property Holding

        Company

        British Virgin

        Island

        50.00%

        Coestifield

        Limited

        083735

        Private

        _

        Property Holding

        Company

        Mauritius

        100.00%

        Pakistan

        Aviators and Aviation (Pvt) Ltd.

        0030641

        Private

        Aviation Services

        Lahore-Pakistan

        33.33%

        Lalpir

        Power Limited

        Nil



        Nil

        Nil

        Nil

        Nil

        Nil

        Pakgen

        Power Limited

        Nil

        Nil

        Nil

        Nil

        Nil

      7. Information about ultimate beneficial owner of the intended acquirer(s):



        (i)

        Name CNIC Nationality Address

        Mian Muhammad 35202-8696549-9 Pakistan 28-Main Gulberg, Lahore Mansha

        Mrs. Naz Mansha

        35202-2851133-6

        Pakistan

        28-Main Gulberg, Lahore

        Mr. Raza Mansha

        35202-2539500-5

        Pal‹istan

        43-Tufail Road, Lahore Cantt

        Mr. Umer Mansha

        35202-0842523-5

        Pakistan

        319-West Canal Bank, Lahore

        Mr. Hassan Mansha

        35202-1479111-5

        Pakistan

        28-Main Gulberg, Lahore

        Mrs. Ammil Raza

        Mansha

        35202-2418047-0

        Pakistan

        43-Tufail Road, Lahore Cantt

        H9‹zb Once: Ill Aziz Avexftet Gox/Zt B4 GTt erg Vt L ore Page11 of 15





        R*i)isen# oJice:Nis(at xoie 5J-A, ux«ence R0& L‹$ei•, P‹lést^nRll: **'-**3-›3›

        BISHAT GROUP

        Mrs. lqraa Hassan 42000-0438842-4 Pakistan 28-Main Gulberg, Lahore

        Mansha

        (ii) D f u k st n h t t

        mu o t c ntr ent vot n



        Sr.

        No.

        Name of

        Utimate Benefici at Owner

        Name of

        Company

        Registration

        No.

        Nature

        (isted /

        Unlisted

        /Private)

        Nature of Business

        Jurisdictio

        n of

        Incorpora tion

        Description

        held control/mor e than thirty

        % shares or

        both

        1

        Mian

        Muhamm ad Mansha

        Nil

        Nil

        Nil

        Nil

        Nil

        Nil

        2

        Mrs. Naz

        Mansha

        YAK TRUST

        Tru st

        Holding Asset

        under Trust

        Mauritius

        100.00%

        3

        Mr. Raza

        Mansha

        Nishat

        (Raiwind)

        0 083433

        Public

        Unlisted

        Hotel

        Business

        Lahore-

        Pakistan

        33.26%

        Hotels and

        Properties

        Limited

        Nishat (AZiz

        0083427

        Public

        Hotel

        Lahore-

        33.26%

        Avenue)

        Unlisted

        Business

        Pakistan

        Hotels and

        Properties

        Limited

        Silver

        1 16300

        Private

        Investment

        Mauritius

        45.750/a

        Chroma Finance

        Company

        Limited

        Nishat

        0048146

        Private

        Real Estate

        Lahore-

        33.33%

        Developers

        Development

        Pakistan

        (Private)

        Limited

        White Cers

        AU21 103289

        Private

        Investment

        Mauritius

        1 00. 00%

        Finance

        INC

        Company

        Nishat

        0080108

        Private

        Agriculture

        Lahore-

        33. 83%

        Agriculture

        Farming

        Pakistan

        Farming

        (Pvt) Ltd

        Best Eagles

        Holding Inc

        C28453

        Private

        Property

        Holding

        Mauritius

        1 00.00%

        Company

        Pakistan

        0030641

        Private

        Aviation

        Lahore-

        33.33%

        Aviators

        Services

        Pakistan

        and

        Aviation

        (Pvt) Ltd.

        Croh

        Limited

        C37477

        Private

        Property

        Holding

        Mauritiu s

        100.0000

        Company

        Hem Once: ill Aziz Areitxe Gaim Bar Giiberg V Laze Page 12 of 15



        NISHAT 6ROUP

        tg @ OJ N' tH0A8
        LntiTexce




        7e +9*-4*-y*5e4o%+9*-4*-3s9*ooo

        Nishat

        Agrotech (Private) Limited

        0120259

        Private

        Agriculture

        Farming

        Lahore-

        Pakistan

        50.00%

        4

        .Mr. Umer

        Nishat

        0083433

        Public

        I-iotel

        Lahore-

        33.26%

        Mansha

        (Raiwind)

        Unlisted

        Business

        Pakistan

        Hotels and

        Properties

        Limited

        Nishat (Aziz

        0083427

        Public

        Hotel

        Lahore-

        33.26%

        Avenue)

        Unlisted

        Business

        Pakistan

        Hotels and

        Properties

        Limited

        Infinity

        1736275

        Private

        Property

        British

        100.00%

        Global

        Holding

        Virgin

        Finance

        Company

        Island

        Ltd

        Nishat

        Developers

        0048146

        Private

        Real Estate

        Development

        Lahore-

        Pakistan

        33.33%

        (Private)

        Limited

        Chianti

        J721866

        Private

        Investment

        British

        96.21%

        Classico

        Company

        Virgin

        Manageme

        Island

        nt Inc.

        Nishat

        0080108

        Private

        Agriculture

        Lahore-

        33.33%

        Agriculture

        Farming

        Pakistan

        Farming

        (Pvt) Ltd

        Maple Leaf

        14227

        Private

        Property

        Guernsey

        50.00%

        Investment

        Holding

        Limited

        Company

        Nishat

        Agrotech

        0120259

        Private

        Agriculture

        Farming

        Lahore-

        Pakistan

        50.00%

        (Private)

        Limited

        Pakistan

        Aviators

        0030641

        Private

        Aviation

        Services

        Lahore-

        Pakistan

        33.33%

        and

        Aviation

        (Pvt) Ltd.

        S

        Mr.

        Nishat

        0083433

        Public

        Hotel

        Lahore-

        33.26%

        Hassan

        (Raiwind)

        Unlisted

        Business

        Pakistan

        Mansha

        Hotels and

        Properties

        Limited

        Fourjay

        GC291 337

        Private

        Aviation

        Cayman

        100.00%

        Aviation

        Islands

        Limited

        Nishat (Aziz

        0083d27

        Public

        Hotel

        Lahore-

        33.26%

        Avenue)

        Unlisted

        Business

        Pakistan

        Hotels and

        Properties

        Limited

        Sea Capital

        07412395

        Private

        Hospitality

        Marshall

        38.00%

        Ltd

        Services

        Islands

        Herb Oleg: Int Aziz Avexuet Coxn Bn Gx erg Vy Page13 of 15



        ' te & OJ N' t Hoxso $3 A LnivHme Rom Lyon






        TO+9 4*3J94 %+9 4*-Vi9* OO

        Nishat Developers (Private)

        Limited

        0048146

        Private

        Real Estate

        Development

        ' Lahore-

        Pakistan

        33.33%

        Dremworkz

        lnternation al Ltd

        1736270

        Private

        Property

        Holding

        Company

        British

        Virgin

        Island

        100.00%

        Nishat

        Agriculture Farming (Pvt) Ltd

        0080108

        Private

        Agriculture

        Farming

        Lahore-

        Pakistan

        33.33%

        Silver

        Chroma Finance Limited

        116300

        Private

        Investment

        Company

        Mauritius

        54.25%

        Nishat Real

        Estates Developme nt Company



        Limited Willdfire Investment s Ltd

        0081 920

        Private

        Agriculture

        Farming

        Lahore-

        Pakistan

        50.00%

        1915155

        Private

        Property I-iolding

        Company

        British Virgin Island

        50.00%

        Coestifield Limited

        083735

        Private

        Property Holding

        Company

        Ma uritiu s

        100.00%

        Pakistan Aviators and Aviation

        (Pvt) Ltd.

        0030641

        Private

        Aviation Services

        Lahore-Pakistan

        33.33%

        6

        Mrs.

        lqraa Hassan Mansha

        Emporium

        Properties (Private)

        Limited

        0126842

        Private

        Real Estate

        Developers

        Lahore-

        Pakistan

        50.00%

        50.0 0%

        Jermyn Property Holding Ltd

        2009038

        Private

        Property Holding Company

        British Virgin Island

        Nishat Real Estates Developme nt Company (Pvt) Limited

        0081 920

        Private

        Agriculture Farming

        Lahore-Pakistan

        49.99%

        7

        Mrs.

        Ammil Raza Mansha

        Sea Capital

        Ltd

        07412395

        Private

        Hospitality

        Services

        Marshall

        Islands

        49.93%

        Jermyn Property

        Holding Ltd

        2009038

        Private

        Property Holding

        Company

        British virgin

        Island

        50.00%

        Hent Once: z6t Aziz Wexxst G«xo Bn Gx 'rg Vt L Page14 of 15





        NIS8A7 GROUP

      8. Details of any existing holding of voting rights in the target company:

      9. which the acquirer owns or over wñ:ich it.has control or direction

None.

  1. her l rdirx y any.persor a ting.in. concen wJth tlemf

    acquirer"

    S.No.

    Name

    Percentage of

    Shareholding in Rafhan

    1

    MCB Bank Limited

    1.00%

    2

    Adamjee Insurance Company Limited

    0.76%

  2. in respect of which the acquirer or any person actinpln concert with him has received



rd rr nts or th None.

(iJ

API conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject:

The consummation of the acquisition shall be subject to, inter alia, completion of due diligence, finalization of acquisition terms, execution of appropriate agreement(s), and receipt of all regulatory and corporate approvals, where required. The minimum level of acceptance,

i.e. number and percentage shares, to which the offer is subject, if any, will be specified in the public offer.

The Acquirers are responsible for the accuracy, adequacy, and completeness of all information disclosed in this document.

/Vext Capital Limited is acting as the Manager to the Offer, and all queries and correspondence in relation to his announcement should be addressed to the Manager to the Offer at the address provided below:

Next Capital Limited

Investment Banking Team

2"° Floor Imperial Court Building, Dr. Ziauddin Ahmed Road, Karachi, Pakistan,

+92 21 111-639-825

r: ‹1 :'t‹ r.i:›i*‹.,1.I..r›‹ ,{eI



Best regards,

For and on 6ehal Ac uire

Khalid Mahmood Chohari "

Company Secretary

Nishat Hate/s and Properties Limited

He«8 Once: Int Aziz Avexxet Conn Bn Gu Berg Vt L ore Page15 of 15

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