Public Announcement to acquire upto 75.69% of Rafhan Maize Products Company Limited

Sa hire Fibres Limited

74000 Pak tan

Phones 92-21 -111-000-100

Fax: 92-21 -2416705, 92-21-24174 18

E-Mail: contact sapphiretextiles com.pk

May 15, 2025

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange load Karachi.

Dear Sir

SUBJECT: Public Announcement of intention by Sapphire Fibres Limited (the 'Acquirers to acquire up to 75.69%« of Rafhan Maize Products Company Limited

In accordance with Section 96 and 131 of the Securities Act, 2015 and Rule 5.6.1 of the Rule Book of the Pakistan Stock Exchange Limited ("PSX"), Sapphire Fibres Limited hereby conveys the following information:

We would like to inform that Optimus Capital Management, Manager to the Offer, has submitted on May 15, 2025 a Public Announcement of Intention to acquire up to 75.69% shareholding in Rafhan Maize Products Company Limited ('Target Company'), on behalf of Acquirer in accordance with the provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisitions of Voting Shares and Takeovers) Regulations, 2017.

A copy of the announcement is attached herewith.

Si cerely

Rameez Ghausi

Company Secretary

CC' Director/ Head of Department

Surveillance, Supervision and Enforcement Department Securities & Exchange Commission of Pakistan

NIC Building, 63 Jinnah Avenue, Blue Area, Islamabad.

1

OPTIMUS

Executive Director

Public Offering & Regulated Persons Department Securities Market Division

Securities and Exchange Commission of Pakistan NfC Building, Jinnali Avenue

Islamabad

The General Manager

Pakistan Stock Exchange Limited Stock Exchange Building

Karachi

Chief Executive Officer

Ruffian Maize Products Coin pany Limited Ra km Canal East Road,

Faisalabaci

Optimus Capi ta I Management (Private) Limi te‹I

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May i 5, 2023

Subject:

Public Announcement of Intention to acquire 75.69"/› of the ordinary shares of Rabhan Maize Products Limited

We, Optimus Capital Management (Pvt) Limited, have been appointecl as the Manager to the Offer by Sapphire Fibres Limited (herein after referred to as the "Acquirer") in accordance with the provision of the Securities Act 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Tal‹eovers) Regrilatrons, 2017.

On behalf of the Acquirer, we are pleased to submit Public Announcement of Intention to acquire at least 75.69% shares of Rafhan Maize Products Company Limited (the "Target Company").

The Public Announcement of Intention shall be published in one English and one Urdu lan guage

newspaper Within two working days.

Please find enclosed a copy of the Public Announcement of Intention.

Sñiceie)y,

Y or and on behalf of Optimus Capital Management Liini ted

I-Ianlrrrad Hussain

Head ot Investment Banking

Hasnain Ali

Analyst, Investment Banking

Sapphire Fibres Limited

316-Cotton Exchange Buil ding,

1.1 Chundrigar Road, Karachi - 74000 Pakistan

Phones. 92-21 - I 11-000-100

Fax: 92-21 -2416705, 92-21 -2417418

E-Mail: contacts sapphrrctetiles corn.pk

Public Announcement of Intention to acquire 75.69'/« (upto 6,991,052 shares) or control of Rafhan Maize Products Co. Limited (The Target Company)

By

Sapphire Fibres Limited (the "Acquirer")

Under

Securities Act, 2015

And

Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017

Admonishment: Please note that the public announcement of intention to acquire voting shares/control of the "Rafhan Maize Products Co. Limited" is subject to obtaining the requisite regulatory approvals including clearance of fit and proper criteria from the "name of the concerned regulatory authority(ies)". The public announcement of intenhon may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority(ies)

PART A

Brief description of the intended acquisition:

The Acquirers intend to acquire up to 75.69% shareholding and control of the Target Company. Public Offer, if at all shall be in accordance with Regulation 14 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations").

!

Sapphire Fibres Limited

316-Cotton Exchange Buil ding,

I I Chundrigar Road, Karachi - 74000 Pakistan

Phones: 92-21 -111 -000- 100

Fax: 92-21-2416705, 92-21-2417418

E-Mail. coistact/r/sappliii'etextllcs cont pk

PART-B

1. Information about the acquirer

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

      1. Sapphire Fibres Limited

         Registered Office: 316, Cotton exchange building, I I Chundrigar Road, Karachi.

         Head office: 1•' floor, Tricon Corporate Centre, 73-E Main Jail Road, Gulberg II, Lahore

         Persons acting in concert:

         1. Muhammad Naeem Khan

            Address: 198-D, Street No.4, DHA Phase-V, Lahore

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

      Name	Shareholding and Number of Shares
      Sapphire Holding Limited	14.94% (3,089,355 shares)
      Synergy Holdings (Private) Limited	9.43% (1,948,810 shares
      Resource Corporation (Private) Limited	9.51%	1,965,541 shares
      ATMZ Company (Private) Limited	9.59%	1,982,270 shares)
      Channel Holdings (Private) Limited	9.35 %	1,932,083 shares)

      The above-mentioned major shareholders collectively hold 52.82% out of the total 86.05 % substantial interest held by associated companies, undertakings, and related parhes. Accordingly, the identification of natural person(s) with ultimate beneficial ownership is not ascertainable.

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

      Name	Optimus Capital Management
      Address	State Life Building IB, I.I. Chundrigar Road, Karachi, Sindh, Pakistan

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

      Sapphire Fibres Limited (the Company) is principally engaged in manufacturing and sale of yarn, fabrics and garments. The company is publicly listed on the Pakistan Stock Exchange and its shares are quoted on Pakistan Stock Exchange.

      
      
      

      Sapphire Fibres Limited

      316-Cotton Exchange Building.

      1. I Chundrigar Road. Karachi - 74000 Pakistan

      Phones: 92-21 -111 -000- 100

      Fax 92-21 -241 6705, 92-21 -2417418

      E-Mail: t:ontact sapphii'etextilcs cont plc

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

      1. Names of the Chief Executive and Directors of the Companies:

         Name	Designation
         Shahid Abdullah	Chief Executive Officer
         Nadeem Abdullah	Non- Executive Director
         Amer Abdullah	Non- Executive Director
         Yousuf Abdullah	Non- Executive Director
         Shayan Abdullah	Non- Executive Director
         Abdul Sattar	Non- Executive Director
         Nadeem Arshad Elahi	Independent Director
         Muhammad Naeem Khan	Independent Director
         Mariam Chughtai	Independent Director

      2. Names of substantial shareholders of the company

         Name	"/‹› Shareholding and Number of Shares
         Sapphire Holding Limited	14.94% (3,089,355 shares)
         Synergy Holdings (Private) Limited	9.43% (1,948,810 shares)
         Resource Corporation (Private) Limited	9.51% (1,965,541 shares)
         ATMZ Company (Private) Limited	9.59% (1,982,270 shares
         Channel Holdings (Private) Limited	9.35% (1,932,083 shares

      3. Date & jurisdiction of incorporation

         Acquirer(s)	Date of incorporation	Jurisdiction
         Sapphire Fibres Limited	June 05, 1979	Karachi, Pakistan

      4. Authorized & paid-up capital

      Authorized share capital is Rs. 350,000,000 divided into 35,000,000 ordinary shares of Rs. 10/- each. Issued, subscribed and paid-up capital of Rs. 206,718,750 divided into 20,671,875 ordinary shares of Rs. 10/- each.

      ppm e

Sapphire Fibres Limited

31 6-Cotton Ex change Buil ding.

I. I Chundrigar Road, K aracla i - 74000 Pak lstan

Phones: 92-21 -111 -000-100

Fax: 92-21 -2416705, 92-21-24174 18

E-Mail: contact sappliii'etexti1es.corn.pk

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

      Name of Company	Registration Number	Nature (listed/ unlisted/ Private	Nature of business	Jurisdiction of incorporation	Description held control/more than thirty "/ shares or both
      Sapphire Electric Company Limited	20050101	Public unlisted Limited	To own, operate and maintain a combined cycle power station	Pakistan	68.11%
      Premier Cement Limited	0100879	Public unlisted Limited	To establish, and install plant for manufacturing all kinds of cement and its allied products	Pakistan	100 %
      Sapphire Cement Company Limited	0103182	Public unlisted Limited	To establish, and install plant for manufacturing all kinds of cement and its allied products	Pakistan	400%
      Sapphire Energy (Pvt.) Limited	0114064	Private Limited	To undertake, develop power projects and make equity investment, acquire or hold shares in companies involved in energy generation and operate a terminal for handling, regasification, storage, treatment and processing of all types of gases and all other related liquids, chemical & petroleum products	Pakistan	100 %
      Sapphire Properties (rvt.) Limited	0207803	Private Limited	To invest, manage, construct, develop, hold, acquire, sell, purchase all types of real estate projects.	Pakistan	100 %
      Sapphire Power Limited	0173773	Public unlisted Limited	To generate, purchase, import, transform, convert, distribute and supply electricity including hydro and wind power system.	Pakistan	100%

      
      
      

      Sapphire Fibres Limited

      316-Cotton Exchange Buil ding,

      1. i Chundrigar Road, Karachi - 74000 Pakistan

      Phones: 92-21 -11 l -000- 100

      Fax: 92-21 -2416705, 92-21-2417418

      E-Mail: c:ontar:t?/ sapphiretextlles corn.pL

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

      1. Name(s) of natural person(s), CNIC/ Passport number, nationality and address of each person

         Sapphire Fibres Limited is majority-owned by associated companies, undertakings, and related parties, which collectively hold 86.05% of the company's shares. No individual shareholder holds a substantial interest in their personal capacity, and as such, the natural person(s) with ultimate beneficial ownership cannot be specifically determined.

         Name	CNIC	Nationality	Address
         None

         (1i) Name of the company, registration number, country of incorporation and address

         Name	Registration no.	Nature (listed/ unlisted/ private)	Nature of business	Jurisdiction of incorporation	Description held control/ more than thirty "/» shares or both
         None

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

   4. Which the acquirer owns or over which it has control or direction NIL

      1. Which is owned or controlled or directed by any person acting in concert with the acquirer

         75 shares are held by Mr. Muhammed Naeem Khan, a person acting in concert with the Acquirer.

      2. In respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities.

      NIL

      (i) All conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of its subject

      The consummation of the acquisition is subject to, among other conditions, the satisfactory completion of due diligence, the finalization of acquisition terms, the execution of all necessary and appropriate agreements, and the receipt of all requisite regulatory and corporate approvals, as applicable. The minimum level of acceptance for the offer, to which it is contingent, will be clearly specified in the public offer document, in compliance with applicable regulatory requirements.

      
      
      

      Sapphire Fibres Limited

      316-Cotton Exclaalige Buil ding.

      1. Chundrigar Road, Karachi - 74000 Pakistan

      Phones 92-21 -111-000-100

      Fax 92-21 -2416705. 92-21 -2417418

      E-Mail: coiitact{‹fsapplrrctr:xtiles cont pk

      PART C

2. Information about the Target company

   1. Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.

      Rafhan Maize Products Co. Limited

      Directors

      Name	Designation
      Humair IJaz	CEO
      Adi1 Saeed Khan	Executive director
      Michael Fergus O'Riordan	Chairman/ non- executive director
      James D. Gray	Non-Executive director
      Tanya Jaeger de Foras	Non-Executive director
      Zulfikar Mannoo	Non-Executive director
      Mian M. Adil Mannoo	Non-Executive director
      Wisal A. Mannoo	Non-Executive director
      Tahir Jawaid	Independent & non-executive director
      Kamran Yousuf Mirza	Independent & non-executive director
      Humayun Bashir	Independent & non-executive director

      Major shareholders

      Major shareholder	Shares held	Percentage of paid-up capital
      Ingredion Inc USA	6,561,117	71.04%

   2. Total number of issued shares of the company.

      Total 9,236,428 ordinary shares of Rs. 10 each.

   3. Date of listing and offer price at the time of initial public offering (IPO)

      Date of IPO: Not Available Offer Price: Not Available

   4. Opening price at securities exchange at time of listing

      Not Available.

   5. share price quoted on the securities exchange one day before the public announcement of intention.

      PKR 8,991.28 per share, at the close of market hours on May 14, 2025.

      
      
      

      Sapphire Fibres Limited

      316-Cotton Exchange Buil dilig,

      I.1 Chundrigar Road, Karachi - 74000 Pakistan

      Phones 92-21 -11 I -000-100

      Fax: 92-21-241 6705, 92-21-24174 1 8

      E-Mail: conta sa t es on pk

   6. the weighted average share price as quoted on the securities exchange during twenty-eight days

      (28) days preceding the date of public announcement of intention.

      PKR 8,967.44 per share for the period from 17'h April 2025 to 14 h May 2025.

   7. financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts.

For any queries or further information regarding this announcement, stakeholders may contact the Manager to the Offer at the address provided below:

Yours Sincerely,

NOT O behalf of Sapphire -ibres Limited

Rameez Ghausi

Company Secretary