AL SHAHEER CORPORATION LIMITED FINAL PROSPECTUS · Askari Bank Limited MCB Bank Limited ... FSSC Food Safety System Certification ... Final Prospectus - Al Shaheer Corporation Limited

ADVICE FOR GENERAL PUBLIC

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.5 BEFORE MAKING ANY INVESTMENT DECISION.

SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS' MONEY MAY BE

FOREFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015

AL SHAHEER CORPORATION LIMITED

FINAL PROSPECTUS

THIS ISSUE CONSISTS OF 25,000,000 ORDINARY SHARES (27.31% OF THE POST ISSUE PAID UP CAPITAL OF AL SHAHEER CORPORATION LIMITED) OF FACE VALUE OF PKR 10.00/- EACH

BOOK BUILDING PORTION OF THE ISSUE COMPRISES OF 18,750,000 ORDINARY SHARES (75% OF THE TOTAL ISSUE) AT A FLOOR PRICE OF PKR 43.00/- PER SHARE (INCLUDING A PREMIUM OF PKR 33.00/- PER SHARE)

GENERAL PUBLIC PORTION OF THE ISSUE COMPRISES OF 6,250,000 ORDINARY SHARES (25% OF THE TOTAL ISSUE) AT AN ISSUE PRICE OF PKR 95.00/- PER SHARE (INCLUDING A PREMIUM OF PKR 85.00/- PER SHARE)

BIDDING PERIOD DATE: JUNE 10, 2015 TO JUNE 11, 2015 (BOTH DAYS INCLUSIVE)

FROM 9:00 A.M. TO 5:00 P.M.

DATE OF PUBLIC SUBSCRIPTION: FROM JULY 27, 2015 to JULY 29, 2015 (BOTH DAYS INCLUSIVE) DURING BANKING HOURS

JOINT LEAD MANAGERS, ARRANGERS & BOOK RUNNERS

BANKERS TO THE ISSUE

Askari Bank Limited MCB Bank Limited Bank Alfalah Limited Meezan Bank Limited Dubai Islamic Bank Limited Soneri Bank Limited Faysal Bank Limited Summit Bank Limited Habib Bank Limited United Bank Limited* Habib Metropolitan Bank Limited

*In order to facilitate investors, United Bank Limited “UBL” is offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on July 29, 2015.

BOOK BUILDING PORTION UNDERWRITTEN BY: GENERAL PUBLIC PORTION UNDERWRITTEN BY:

AKD Securities Limited & Next Capital Limited have underwritten 9,375,000 shares each calculating to a total of 18,750,000 shares.

Date of Publication of this Prospectus is June 30, 2015 Final Prospectus and Subscription Form can be downloaded from the following websites

i.e. www.alshaheer.net, www.akdsecurities.net and www.nextcapital.com.pk

For further queries you may contact: Al Shaheer Corporation Limited – Mr. Mohammad Ashraf; Phone: +92-321-6600462; E-mail: [email protected]

Next Capital Limited – Mr. Umer Habib; Phone: +92-21-111-639-825 Ext: 114; E-mail: [email protected] AKD Securities Limited – Ms. Eliya Hamid Syed; Phone: +92-21-3536-0533; E-mail: [email protected]

http://www.ubldirect.com/corporate/ebank


http://www.alshaheer.net/

http://www.akdsecurities.net/

http://www.nextcapital.com.pk/

Final Prospectus - Al Shaheer Corporation Limited

1

STATEMENT ON ISSUER’S ABSOLUTE RESPONSIBILITY

The Issue

The Issuer having made all reasonable inquiries accepts responsibility for the disclosure made in

this Prospectus and confirms that:

i. This Prospectus contains all information with regards to the Issuer and the Issue, which is

material in the context of the Issue and nothing has been concealed;

ii. The information contained in the Prospectus is true and correct to the best of our

knowledge and belief;

iii. The opinions and intentions expressed herein are honestly held; and

iv. There are no other facts and information, the omission of which makes this document as

a whole or any part thereof misleading.

For and on behalf of AL SHAHEER CORPORATION LIMITED:

-Sd- -Sd-

______________________ ____________________ KAMRAN AHMED KHALILI MOHAMMAD ASHRAF Chief Executive Officer Company Secretary


2

GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS

AKDS AKD Securities Limited

ASC Al Shaheer Corporation Limited

CAGR Compound Annual Growth Rate

CDC / CDCPL Central Depository Company of Pakistan Limited

CDC Regulations Central Depository Company of Pakistan Limited Regulations

CDS Central Depository System

CNIC Computerized National Identity Card

COI Certificate of Investment

CPD Containers Per Day

CRO Company Registration Office

Collection Bank Summit Bank Limited

EPS Earnings Per Share

FAO Food & Agriculture Organization of the United Nations

FPI Foreign Portfolio Investment

FPCCI Federation of Pakistan Chamber of Commerce and Industry

FSSC Food Safety System Certification

FTR Final Tax Regime

GDP Gross Domestic Products

GoP Government of Pakistan

HACCP Hazard Analysis & Critical Control Points

HNWI High Net Worth Individual

IPO Initial Public Offering ER

TI

FIC

ISE Islamabad Stock Exchange

ISO International Organization for Standardization

ITO Income Tax Ordinance, 2001

JAKIM Jabatan Kemajuan Islam Malaysia

KSE Karachi Stock Exchange Limited

LSE Lahore Stock Exchange

NICOP National Identity Card for Overseas Pakistanis

NCL Next Capital Limited

NOC No Objection Certificate

NTR Normal Tax Regime

Ordinance The Companies Ordinance, 1984

PKR Pakistan Rupee(s)

QMS Quality Management System

RHS Right Hand Side

ROA Return on Assets

ROE Return on Equity

SAFDA Saudi Food Authority

SCRA Special Convertible Rupee Account

SECP Securities & Exchange Commission of Pakistan

SEC Socio Economic Class


3

SGS Société Générale de Surveillance

SST Sindh Sales Tax

TREC Trading Right Entitlement Certificate

UAE United Arab Emirates

UIN Unique Identification Number

URS United Registration Service

USD United States Dollar

UK United Kingdom


4

DEFINITIONS

Appendix 2

Appendix 4

Application Money

Appendix 2 of Chapter 5 of the Rule Book titled "Listing of Companies

and Securities Regulations" of KSE which relates to Issue / Offer of

Shares through Book Building

Appendix 4 of the Listing Regulation of LSE & ISE which relates to Issue /

Offer of Shares through Book Building

In case of bidding for shares out of the book building portion, the total

amount of money payable by a successful Bidder which is equivalent to

the product of the strike price and the number of shares to be allotted

AND

In case of application for subscription of shares out of the general public

portion, the amount of money paid along with application for

subscription of shares which is equivalent to the product of the offer

price and the number of shares applied for

Bid

An indication to make an offer during the bidding period by a Bidder to

subscribe to the Ordinary Shares of Al Shaheer Corporation Limited at a

price at or above the Floor Price including all the revisions thereto

Bidder

Any eligible prospective investor who makes a bid pursuant to the terms

of the Preliminary Prospectus and the Bidding Form

Bid Amount

The total amount of the bid which is equivalent to the product of the bid

price and the number of shares bid for

Bid Collection Centre

Pre-determined locations where applications for bidding of shares are

collected by the Joint Book Runners on behalf of the Issuer including the

offices of Corporate Brokerage Houses, Scheduled Banks, Development

Financial Institutions and Investment Finance Companies, subject to

appointment of these institutions as agents by the Book Runner through

an agreement in writing for the purpose, with consent of the Issuer. For

this issue, address of the Bid Collection Centers are approved at Para

2.5(b) (xv)

Bidding Form

The standardized form prepared by the Joint Book Runners on behalf of

the Issuer for the purpose of making bids which will be considered as the


5

application for subscription of Ordinary Shares out of the book building

portion

Bidding Period The period during which bids for shares of the Company will be made by

Institutional Investors and HNWIs. The Bidding Period shall be of two

days, i.e. June 10, 2015 to June 11, 2015 (both days inclusive) (daily

from 9:00 a.m. to 5:00 p.m.)

Bidding Process Ending Date

Bidding Process Starting Date

Book Building

The date after which the Joint Book Runners will not accept any bid for

the Book Building portion of the Issue which shall be the last date of the

Bidding Period

The date on which the Joint Book Runners shall start accepting bids for

the Book Building portion of the Issue

A mechanism of price determination through which indication of interest

for subscription of shares issued by the Company is collected from

Institutional Investors and HNWIs. Through this process a book is built

which gives an idea of demand for the shares at different price levels.

The strike price is determined based on the price at which demand for

shares at the end of book building period is sufficient to raise the

required amount

Book Building Account

An account opened by the Issuer with the Collection Bank(s). The Bidder

will pay the Margin Money/Bid Amount through demand draft, pay

order or online transfer in favor of this account as per the instructions

given in paragraph 2.11 and the balance of the Application Money, if

any, shall be paid through this account after successful allocation of

shares under Book Building

Company / Issuer Al Shaheer Corporation Limited

Company Legal Advisor

Ms. Fehmida Shaikh Shabbir, Suite No. 511, Regal Trade Square

M.A. Jinnah Road, Karachi

Dutch Auction Method

The method through which the strike price is determined. Under this

method, all the bids are arranged in descending order along with the

number of shares bid for at each price level and the cumulative number

of shares bid for. The strike price is determined by lowering the price to

the extent that the total shares the Issuer intends to issue through the

Book Building process are subscribed


6

e-IPO Facility

e-IPO facility is the facility through which investors can make application

for subscription of shares of the Company through internet. In order to

facilitate the investors, the Issuer has arranged provision of this facility

through United Bank Limited who is among the Bankers to the Issue

UBL's accountholders can use UBL net-banking to submit their

applications online via link:


Accountholders of UBL can submit their applications through the

above-mentioned link 24 hours a day during the subscription period

which will close at 12:00 midnight on July 29, 2015

Final Prospectus

Floor Price

General Public

A document containing all the information and disclosures as required

under the Ordinance together with disclosure of the strike price, results

of the Book Building, the date of publication of Prospectus and the

date(s) for subscription of shares out of the retail portion

The minimum price set by the Issuer for the issuance of shares which is

PKR 43.00/- per share. A bid placed below the Floor Price will not be

entertained by the Book Runner

All individual and institutional investors including both Pakistani

(residents & non-residents) and foreign investors

High Net Worth Individual

(HNWI)

Individual investor who applies or bids for shares of the value of PKR

1,000,000/- or above in the book building process

Institutional Investors

Both local and foreign institutional investors

Issue

Initial Public Offer of 25,000,000 Ordinary Shares representing 27.31% of

the total post IPO paid-up capital of the Company having a face value of

PKR 10.00/- each

Book Building Portion of the Issue comprises of 18,750,000 Ordinary

Shares (75% of the Total Issue) at a Floor Price of PKR 43.00/- per share

(including a premium of PKR 33.00/- per share)

Retail Portion of the Issue comprises of 6,250,000 Ordinary Shares (25%

of the Total Issue) at a Strike Price of PKR 95.00/- per share including a

premium of 85.00/- per share



7

Joint Book Runners

AKD Securities Limited & Next Capital Limited

Joint Lead Managers &

Arrangers

AKD Securities Limited & Next Capital Limited

Limit Price

The maximum price a prospective institutional investor or HNWI is

willing to pay for a share under the Book Building process

Margin Money

Ordinary Shares

The partial or total amount, as the case may be, paid by a Bidder at the

time of making a bid. In case of bids by the institutional investors it is

25% of the Bid Amount and in case of bids by HNWI investors it is 100%

of the Bid Amount

Ordinary Shares of Al Shaheer Corporation Limited having face value of

PKR 10.00/- each unless otherwise specified in the context thereof

Preliminary Prospectus

The preliminary prospectus containing all the information and

disclosures as required under the Ordinance and the Listing Regulations

of the Karachi Stock Exchange, the Lahore Stock Exchange & Islamabad

Stock Exchange approved by the Commission under section 88(1) of the

Securities Act, 2015 read with Section 87(2) thereof and circulated to the

Institutional Investors and HNWIs for inviting them for bidding of shares

out of Book Building portion through the Book Building process

Step Bid A series of limit bids at increasing prices

Strike Price The price of share determined / discovered on the basis of Book Building

process in the manner provided in the Listing of Companies and

Securities Regulations of the KSE, the Listing Regulations of LSE & ISE at

which the shares are issued to the successful Bidders. The Strike Price

determined through the Book Building process is PKR 95.00/- per share

Interpretation:

Any capitalized term contained in this Final Prospectus, which is identical to a capitalized term defined

herein, shall, unless the context expressly indicates or requires otherwise and to the extent as may be

applicable given the context, have the same meaning as the capitalized / defined term provided

herein.


8

Table of Contents

Sr. Content Page No.

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE 9

2 BOOK BUILDING PROCEDURE 12

3 SHARE CAPITAL AND RELATED MATTERS 31

4 UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES 47

5 HISTORY AND PROSPECTS OF THE COMPANY – OVERVIEW 50

6. FINANCIAL INFORMATION 58

7 MANAGEMENT OF THE COMPANY 75

8 MISCELLANEOUS INFORMATION 88

9 APPLICATION & ALLOTMENT INSTRUCTIONS 93

10 BIDDING FORM OF AL SHAHEER CORPORATION LIMITED 98

11 SIGNATORIES TO THE PROSPECTUS 99

12 MEMORANDUM OF ASSOCIATION 100

13 APPLICATION FORM 107


9

PART 1

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities and Exchange Commission of Pakistan (“SECP” or the

“Commission”) as required under Section 88(1) of the Securities Act, 2015 read with

Section 87(2) thereof has been obtained by Al-Shaheer Corporation Limited (“ASC” or the

“Company”) for the issue, circulation and publication of this document (hereinafter

referred to as the “Prospectus”).

DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES

NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY

AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE

STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARDS TO THEM BY THE ISSUER

AND/OR THE COMPANY IN THIS PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE,

CIRCULATION AND PUBLICATON OF THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS

ANY COMMITMENT OF THE SAME. THE PUBLIC/INVESTORS SHOULD CONDUCT THEIR

OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE

ISSUE BEFORE BIDDING/SUBSCRIBING.

1.2 CLEARANCE OF THE PROSPECTUS BY THE KSE, LSE & ISE

The Prospectus of the Company has been cleared by the Karachi Stock Exchange Limited

(“KSE”) under regulation 5.5.7 of the KSE Rule Book, Lahore Stock Exchange Limited

(“LSE”) under clause 3.4 of Appendix 4 of the Listing Regulations of the LSE & Islamabad

Stock Exchange Limited (“ISE”) under clause 3.4 of Appendix 4 of the Listing Regulations

of the ISE.

DISCLAIMER:

KSE, LSE & ISE HAVE NOT EVALUATED THE QUALITY OF THE ISSUE, AND THEIR

CLEARANCE SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME.

THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT

INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE

SUBSCRIBING.

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY

KSE, LSE & ISE.

THE CONTENTS OF THIS PROSPECTUS DO NOT CONSTITUTE AN INVITATION BY KSE,

LSE & ISE TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER


10

FINANCIAL INSTRUMENT, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF,

OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT

WHATSOEVER OF THE EXCHANGE.

IT IS CLARIFIED THAT INFORMATON IN THIS PROSPECTUS SHOULD NOT BE

CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY KSE, LSE & ISE AND MUST

NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

KSE, LSE & ISE DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER

ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANY ONE, ARISING

FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES

INCOMPLETENESS AND / OR MISTAKES, FOR DECISIONS AND/OR ACTION TAKEN,

BASED ON THIS DOCUMENT.

KSE, LSE & ISE NEITHER TAKE RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS

OF THIS PROSPECTUS NOR THE ABILITY OF THE COMPANY TO FULFILL ITS

OBLIGATION THEREUNDER.

ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT

BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.

1.3 LISTING ON THE KARACHI STOCK EXCHANGE, LAHORE STOCK EXCHANGE & ISLAMABAD STOCK EXCHANGE LIMITED

Application has been submitted to the KSE, LSE & ISE for permission to deal in and for

quotation of the certificates of the Company.

If for any reason, the application for formal listing is not accepted by the Stock Exchanges,

the Company shall immediately publish a notice in the press to that effect and thereafter

the issuer undertakes to refund the application money to all applicants without

surcharge. However, and, if any such money is not repaid within eight days after the

company becomes liable to repay it, the directors of the company shall be jointly and

severally liable to repay that money from the expiration of the eighth day together with

surcharge at the rate of one and a half per cent for every month or part thereof from the

expiration of the eighth day and, in addition, to a fine not exceeding five thousand rupees

and in the case of a continuing offence to a further fine of one hundred rupees for every

day after the said eighth day on which the default continues in accordance with the

provisions of Section 72(2) of the Ordinance.


11

1.4 CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER We being the Chief Executive Officer and Chief Financial Officer of the Company certify

that the Prospectus constitutes full, true and plain disclosures of all material facts relating

to the shares being offered through this Prospectus and that nothing has been concealed.

The information provided and disclosures made in this Prospectus contain no misleading

material.

For and on behalf of Al Shaheer Corporation Limited

-Sd- -Sd-

______________________ ______________________ KAMRAN AHMED KHALILI MOHAMMAD ALI YOUSUF Chief Executive Officer Chief Financial Officer


12

PART 2

2 BOOK BUILDING PROCEDURE

2.1 BRIEF ON THE ISSUE

The Present Issue

The Issuer is issuing 25,000,000 Ordinary Shares of the face value of PKR 10.00/- each

which constitutes 27.31% of the post-IPO paid-up capital of the Company.

The Issue is being made through the Book Building process at a Floor Price of PKR 43.00/-

per share (including a premium of PKR 33.00/- per share), whereby 75% of the total Issue

size i.e. 18,750,000 Ordinary Shares will be issued through the Book Building process to

Institutional Investors and High Net Worth Individuals ("HNWI") while the balance 25% of

the total Issue size i.e. 6,250,000 Ordinary Shares will be issued to the general public

through retail offer at or below the Strike Price.

In case the Book Building portion is not fully subscribed and the Issuer decides to go

ahead with the Issue, then the unsubscribed shares of the Book Building portion shall be

made part of the General Public portion (retail portion) of the Issue and shall be

underwritten at a price at which shares will be offered to the general public.

2.2 BOOK BUILDING PROCEDURE

Book Building is a process whereby investors bid for a specific number of shares at

various prices. The Joint Lead Managers & Book Runners with the consent of Issuer has

set the Floor Price which is the lowest price an investor can bid at. An order book of bids

from investors is maintained by the Book Runner, which is then used to determine the

Strike Price through the "Dutch Auction Method".

Under the Dutch Auction Method, the Strike Price is determined by lowering the price to

the extent that the total number of shares that the Issuer intends to issue through the

Book Building process is subscribed.

A bid by a potential investor can be a "Limit Bid", or a "Step Bid", which are explained

below:

Limit Bid: Limit bid is at the limit price, which is the maximum price an investor is willing

to pay for a specified number of shares.

In such a case a Bidder is stating a price at which he / she / it is willing to subscribe to a

specific number of shares. For example, a Bidder may bid for 0.50 million shares at PKR

45.00/- per share. In such a case the total application money would amount to PKR 22.5


13

million. Since the Bidder has placed a limit of PKR 45.00/- per share, this indicates that he

/ she / it is willing to subscribe at or below PKR 45.00/- per share.

Step Bid: A series of limit bids at increasing prices. The aggregate amount of step bid shall

not be less than PKR 1,000,000/- and the amount of any step shall not be less than PKR

250,000/-.

When a Bidder is using the Step Bid strategy to place bids, the Bidder places a number of

limit bids at different increasing price levels. For example, make a bid for 0.50 million

shares at PKR 45.00/- per share, 0.45 million shares for PKR 46.00/- per share and 0.40

million shares for PKR 47.00/- per share may be placed by the Bidder. Therefore, in

essence the Bidder has placed one step bid which comprises of three limit bids, at

increasing prices. The total bid amount for this would be PKR 62.00 million. In case of

HNWI the bid amount is 100% of PKR 62.00 million i.e. PKR 62.00 million whereas for

institutions it is 25% of PKR 62.00 million i.e. PKR 15.50 million

A SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID. HOWEVER, A BID CAN BE

REVISED.

THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS

FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONE

NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.

Once the bid period is over and the book has been built, the Issuer in consultation with

Joint Lead Managers and Book Runners shall determine the strike price.

Successful Bidders shall be intimated, within two (2) working days of the closing of the

bidding period, the strike price and the number of shares provisionally allotted to each of

them. The successful Institutional Bidders shall, within seven (7) working days of the

closing of the bidding period, deposit the balance amount as consideration against

allotment of shares. Where a successful Bidder defaults in payment of shares allotted to

him / her / it, the margin money deposited by such Bidder shall be forfeited to the Book

Runner under clause 8.11 of Appendix 2 of the Listing of Companies and Securities

Regulations of the KSE, clause 8.10 of Appendix 4 of the Listing Regulations of the LSE

and clause 8.11 of Appendix 4 of the Listing Regulations of the ISE.

AS PER REGULATION 8.16 OF APPENDIX 2 OF CHAPTER 5 OF THE KSE’S RULE BOOK,

REGULATION 8.15 OF THE LISTING REGULATION OF THE LSE AND REGULATION 8.16 OF

THE LISTING REGULATION OF THE ISE, THE SUCCESSFUL BIDDERS SHALL BE ISSUED

SHARES IN THE FORM OF BOOK-ENTRY SECURITIES TO BE CREDITED IN THEIR CDS

ACCOUNTS. ALL THE INSTITUTIONAL AND HNWI INVESTORS SHALL, THEREFORE,

PROVIDE THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION.


14

2.3 JOINT LEAD MANAGERS AND ARRANGERS

AKD Securities Limited ("AKDS") and Next Capital Limited (“NCL”) have been mandated

by the Issuer to act as Joint Lead Managers & Arrangers to this Issue, which is being made

through the Book Building process as laid out in Appendix 2 of Chapter 5 of the KSE's Rule

Book regarding the Listing of Companies and Securities Regulations and Appendix 4 of the

Listing Regulations of the LSE & ISE.

2.4 JOINT BOOK RUNNERS

AKD Securities Limited ("AKDS") and Next Capital Limited (“NCL”) have been jointly

appointed by the Issuer as the Joint Book Runners to this Issue.

2.5 ROLE AND FUNCTIONS OF THE JOINT LEAD MANAGERS AND BOOK RUNNERS The Joint Lead Managers to the Issue shall:

i. Conduct awareness campaigns through presentations, meetings, road shows etc.

jointly with the Book Runners;

ii. Ensure that all disclosures as required under the Ordinance and the Appendix 2 of

Chapter 5 of the KSE's Rule Book regarding the Listing of Companies and Securities

Regulations and Appendix 4 of the Listing Regulations of the LSE & ISE have been

made;

iii. Ensure that necessary infrastructure and electronic system / software is available to

collect bids and to carry out the Book Building process in a fair, efficient and

transparent manner;

iv. Ensure that they have obtained on behalf of the Issuer, all approvals / consents /

NOCs relating to the Issue;

v. Publish an advertisement, approved by the Commission, in at least one Urdu and

one English daily Newspaper having wide circulation in the Federal and all the

provincial capitals, to invite the Institutional Investor and HNWI to participate in the

bidding process; and

vi. Ensure that the Preliminary Prospectus will, after approval of the Commission, be

uploaded on the Book Runner's as well as on the Company's website.

The Joint Book Runners to the Issue shall:

i. Conduct awareness campaigns through presentations, meetings, road shows etc.

jointly with the Joint Lead Managers;

ii. Ensure that necessary infrastructure and electronic system / software is available to

collect bids and to carry out the Book Building process in a fair, efficient and

transparent manner;

iii. Collect bid applications and applications' money, security / margin as the case may

be, from HNWI and the Institutional Investors in the manner as mentioned in the


15

Appendix 2 of Chapter 5 of the KSE's Rule Book regarding Listing of Companies and

Securities Regulations, Appendix 4 of the Listing Regulations of the LSE & ISE and

place serial number, date and time on each bidding application at the time of

collection of the same from the Bidders;

iv. Vet the bidding applications;

v. Build an order book showing demand for the shares at various prices levels;

vi. Determine the strike price at the close of the bidding period;

vii. Maintain record of the bids received for subscription of the shares;

viii. Use the software for Book Building process developed by KSE, which is based on

Dutch Auction Methodology for display of the order book and determination of the

strike price, on the terms and conditions as may be agreed in writing between KSE

and the Joint Book Runners;

ix. For information of the investors, in addition to live display of the order book on the website of KSE, the same order book shall be simultaneously displayed on the websites of LSE, ISE and the Joint Book Runners through a weblink till closing of the Bidding Period;

x. Ensure that each bid application contains depository account number of the Bidder,

maintained with CDCPL wherein shares shall be credited in case the bid is successful;

xi. Not accept multiple bids i.e. more than one bid application by the same person;

xii. Enter into an Underwriting Agreement with the Issuer;

xiii. Circulate copies of the Preliminary Prospectus cleared by the Exchanges and

approved by the Commission along with the bidding forms to a maximum number of

prospective Institutional Investors and HNWIs, but not less than 10 in each category,

inviting them for participation in the bidding process;

xiv. Joint Book Runners have established bid collection centers at the following

addresses:

Karachi

Name: Mr. Umer Habib Direct: +92-21-35169513

PABX: +92-21-111-639-825

FAX: +92-21-35292621

Email: [email protected]

Address: 8th Floor, Horizon Tower, Plot # 2/6, Block III, Clifton, Karachi

Website: www.nextcapital.com.pk

Name: Ms. Eliya Hamid Syed Direct: +92-21-3536-0533 PABX: +92-21-111-253-111 Ext. 694 Fax: +92-21-3537-4291 & +92-21-3537-3211 Email: [email protected]

Address: 6th Floor, Continental Trade Centre, Block 8, Clifton, Karachi Website: www.akdsecurities.net

mailto:[email protected]



16

Name: Mr. Zubair Elahi

Direct: +92-21-35477680-81

Fax: +92-21-32413872

Address: Room 801, Stock Exchange Building, I.I. Chundrigar Road, Karachi


Lahore Name: Mr. Zulqarnain Mahmood Khan

Direct: +92-42-35791281-88

Fax: +92-42-3579-1289

Address: Office No. 43, A/S Zafar Ali Road, Aziz Avenue, Gulberg V, Lahore


Name: Mr. Ehsan Ahmad Qureshi Direct: +92-42-3628-0742, +92-42-3628-0743 & +92-42-3628-0744 PABX: +92-42-111-253-111 Fax: +92-42-3628-0745 Email: [email protected]

Address: Room No. 512/513, 5th Floor, Stock Exchange Building, Lahore

Islamabad Name: Mr. Khalid Hussain

Direct: +92-51-2894325 PABX: +92-51-289-4321 Fax: +92-51-289-4323 Email: [email protected] Address: Office No. 303, ISE Tower, Jinnah Avenue, Blue Area, Islamabad

xv. The Book Runners shall ensure that all the Bids received by the bid collection centers

are entered into the system developed by the KSE for the purpose of Book Building.

As per the criteria dated July 24, 2014 for Book Building issued by SECP, Bids

received shall be entered into the KSE's Book Building system till 5:00 pm and no

new bid including those received in the bid collection centers shall be entered into

the system after 5:00 pm. The bid(s) received / collected shall be entered into the

system immediately upon acceptance after vetting. Further, Bidders can withdraw

their bids any time till 5:00 pm but after 5:00 pm withdrawal shall not be allowed.

However, Bidders can revise their bids any time during the bidding period up to

05:00pm and on the last day of bidding till 07:00 pm.

2.6 OPENING AND CLOSING OF THE BIDDING PERIOD

The Bidding Period shall be for two working days .i.e. June 10, 2015 to June 11, 2015

(both days inclusive). The bidding will commence at 09:00 am on June 10, 2015 and will

close at 05:00 pm on June 11, 2015.






17

BIDDING PROCESS STARTS ON 9:00 AM - JUNE 10, 2015

BIDDING PROCESS ENDS ON 5:00 PM - JUNE 11, 2015

2.7 ELIGIBILITY TO PARTICIPATE IN BIDDING Eligible investors who can place their bids in the Book Building process are Institutional

Investors and HNWIs.

Institutional Investors include both local and foreign institutional investors

HNWI are individual investors who bid for shares of value of PKR 1,000,000/- (Pak

Rupees One Million Only) or above in the Book Building process

2.8 INFORMATION FOR BIDDERS

i. The Preliminary Prospectus for issue of shares has been duly cleared by KSE, LSE & ISE

and approved by SECP.

ii. The Preliminary Prospectus and the bidding forms can be obtained from the Registered

Office of Al Shaheer Corporation Limited, AKDS, NCL, and the designated Bid Collection

Centers. Preliminary Prospectus and bidding forms can also be downloaded from the

following websites of the Book Runners and the Company i.e. www.alshaheer.net,

www.akdsecurities.net and www.nextcapital.com.pk

iii. Eligible investors who are interested in subscribing to the Ordinary Shares should

approach the Book Runners at the addresses provided in paragraph 2.5 for submitting

their Bids.

iv. THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON OR

THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.5.

2.9 BIDDING FORM AND PROCEDURE FOR BIDDING

a) Standardized Bidding Form has been prescribed by the Joint Book Runners. Bids shall be

submitted at the Bid Collection Centers in person or through fax number given in

paragraph 2.5 on the standard Bidding Form duly filled in and signed in duplicate. The

bidding form shall be serially numbered at the Bid Collection Centers and date and time

stamped, at the time of collection of the same from the Bidders.

b) Upon completion and submission of the Bidding form, the Bidders are deemed to have

authorized the Issuer to make necessary changes in the Preliminary Prospectus as would

be required for finalizing and filing the Final Prospectus with the KSE, LSE, ISE and the

SECP, without prior or subsequent notice of such changes to the Bidders.





18

c) The bidding procedure under the Book Building process is outlined below:

i. As required under clause 8.8 of Appendix 2 of Chapter 5 of the KSE's Rule Book regarding

the Listing of Companies and Securities Regulations of KSE, copy of approved Preliminary

Prospectus shall be circulated by the Joint Book Runners to a maximum number of

Institutional Investors and HNWIs, but not less than ten in each of the two categories

inviting them for participation in the bidding process. Copy of the Preliminary Prospectus

will also be placed on the websites of the Company, AKDS and NCL.

ii. An advertisement, approved by the Commission, shall be published at least in one Urdu

and one English daily newspaper having wide circulation in the Federal and all the

provincial capitals, inviting Institutional Investors and HNWIs for participation in the

bidding.

iii. A Book Building Account shall be opened by the Issuer for collection of the bid amounts.

The bid money of all the successful bids shall remain in the respective IPO accounts

specifically opened for this purpose till completion of the IPO and issuance of NOC by the

concerned stock exchange.

iv. The Bidding Form shall be issued in duplicate signed by the Bidder and countersigned by

the Book Runner, with first copy for the Book Runner, and the second copy for the

Bidder.

v. Bids shall be submitted through the bid collection centers or through fax numbers given

in paragraph 2.5 on the standard Bidding Form duly filled in and signed in duplicate. The

addresses for the bid collection centers are given in paragraph 2.5.

vi. Bids can be placed at "limit price" or "step bid".

vii. Bid money / margin money shall be deposited through demand draft, pay order in favor

of "IPO of Al Shaheer Corporation Limited - Book Building Account". For online transfer

the payment shall be made into A/C # 1-99-3-26001-714-106026 being maintained at

Summit Bank Business and Finance Center Branch with the Account Title "IPO of Al

Shaheer Corporation Limited - Book Building Account". Please note that online transfer

facility shall only be allowed for Summit Bank Limited customers.

viii. The Joint Book Runners shall collect an amount of 100% of the application money as bid

money in respect of bids placed by HNWIs.

ix. The Joint Book Runners shall collect an amount of not less than 25% of the application

money as margin money in respect of bids placed by Institutional Investors.


19

x. The Joint Book Runners may reject a bid placed by an Institutional Investor / HNWI for

reasons to be recorded in writing and the reasons should be disclosed to such Bidder

forthwith. Decision of the Joint Book Runners shall not be challengeable by the Bidder or

its associates.

xi. The Joint Book Runners shall not accept the bids made at a bid price lower than the

Floor Price.

xii. The Issuer and Joint Book Runners shall not accept a bid which is for more than 10% of

the Book Building portion except the bids by the associates of the Issuer. Bids from

associated persons or other related persons or parties of the Issuer, shall not be

accepted for shares in excess of five percent (5%) in aggregate of the size of the Book

Building portion. To check this threshold, the Issuer shall provide to the Joint Book

Runners and the Joint Book Runners shall obtain from the Issuer a list of associated

persons of the Issuer before commencement of the bidding period and the Joint Book

Runners shall make sure that the said list has been provided to the employee deployed

at the collection centers for collection of bids and entry thereof into the system.

xiii. The Bidders will receive back the duplicate form upon submission of their bids which will

be proof of their bid submission. The Bidders shall not be provided with any receiving if a

duly filled duplicate form is not submitted along with the bid. In case of facsimile, a copy

of form with receiving will be faxed back to the Bidder.

xiv. Bidders can revise and / or withdraw their bids during the Bidding Period (for details

please refer to paragraphs 2.15 and 2.17).

xv. The Bidders shall provide a valid email address in the bid form so that the relevant ID,

password and form number can be emailed to them upon placement of the bid.

xvi. The Joint Book Runners shall maintain a record of the bids received / rejected / revised /

withdrawn along with identities of the Bidder and evidence of the amount received.

xvii. The Joint Book Runners shall ensure that all the bids received by the Bid Collection

Centers are entered into the system developed by KSE for the purpose of the Book

Building according to the procedure as per clause 8.6 of Appendix 2 of Chapter 5 of the

KSE's Rule Book regarding the Listing of Companies and Securities Regulations of KSE

and clause 8.6 of Appendix 4 of the Listing Regulations of the LSE & ISE. The system

shall be capable to display live an order book, in descending order with respect to the

bid price, showing the demand for shares at various prices and accumulative number of

shares bid for along with percentage of the total shares offered. The order book should

also show the revised bids and the bids withdrawn.


20

xviii. At the close of the Bidding Period, the Issuer, in consultation with Joint Lead Managers

and Book Runners shall determine the strike price on the basis of "Dutch Auction

Method".

xix. Under Clause 8.11 of Appendix 2, where a successful Institutional Bidder defaults in

payment of shares allotted, the Margin Money deposited by such Institutional Bidder

shall be forfeited to the Book Runner.

xx. Successful Bidders shall be intimated, within two (2) working days of the closing of the

bidding period, the strike price and the number of shares provisionally allotted to each of

them.

xxi. The successful Institutional Bidders shall, within seven (7) working days of the closing of

the bidding period, deposit the balance amount as consideration against allotment of

shares.

xxii. Margin money of unsuccessful Bidders will be refunded within three (3) working days of

the close of the bidding period.

xxiii. Final allotment of shares out of the Book Building portion shall be made after receipt of

full subscription money from the successful Bidders; however, shares to such Bidders

shall be issued at the time of issue of shares out of the general public portion (retail

portion) of the issue to successful applicants.

2.10 BANK ACCOUNT FOR BOOK BUILDING AND PUBLIC PORTION The Issuer has opened two separate bank accounts for collection of applications' money,

one each for the Book Building portion and the General Public portion (retail portion) of

the Issue.

The Bidders shall draw demand draft or pay order in favor of "IPO of Al Shaheer

Corporation Limited - Book Building Account" which has been opened at Summit Bank

Limited ("Collection Bank"). The Collection Bank shall keep and maintain the bid money in

the said account. The bid money of the successful bids shall remain in the respective IPO

accounts specifically opened for this purpose till completion of the IPO and issuance of

NOC by the concerned Stock Exchange.

2.11 PAYMENT INTO THE BOOK BUILDING ACCOUNT

The Bidders shall draw a demand draft or pay order in favor of "IPO of Al Shaheer

Corporation Limited - Book Building Account" or online transfer into the respective IPO

account of the Issuer A/C No 1-99-3-26001-714-106026 maintained at Summit Bank


21

Limited Business and Finance Centre and submit the demand draft, pay order or evidence

of online transfer at the designated bid collection center either in person or through

facsimile along with a duly filled in bidding form.

For online transfer the payment shall be made into A/C # 1-99-3-26001-714-106026 being

maintained at Summit Bank Limited, Business and Finance Center - Account Title: “IPO of

Al Shaheer Corporation Limited - Book Building Account”. Please note that online

transfer facility shall only be allowed for customers of Summit Bank Limited.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION

CENTERS. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE

TRANSFER DRAWN / TRANSFER IN FAVOR OF "IPO OF AL SHAHEER CORPORATION

LIMITED - BOOK BUILDING ACCOUNT" IN A MANNER ACCEPTABLE TO THE BOOK

RUNNER.

Since the investors can bid for shares through "Limit Price", or "Step Bid" therefore

payment procedure is explained below for these methods.

2.12 PAYMENT FOR LIMIT PRICE If investors are placing their bids through "limit price" then they shall deposit the margin

money based on the number of shares they are bidding for at their stated bid price.

For instance, if an investor is applying for 0.50 million shares at a price of PKR 50.00/- per

share, then the total application money would amount to PKR 25.00 million. In such a

case, (i) HNWIs shall deposit PKR 25.00 million in the Book Building account as the bid

amount which is 100% of PKR 25.00 million; and (ii) Institutional investors shall deposit at

least PKR 6.25 million in the Book Building account as the margin money which is 25% of

PKR 25.00 million.

2.13 PAYMENT FOR STEP BID If an investor is placing a "step bid", which is a series of limit bids at increasing prices,

then he / she / it shall deposit the margin money / bid money based on the total number

of shares he / she / it is bidding for at his / her / its stated bid prices.

For instance, if the investor bids for 0.50 million shares at PKR 50.00/- per share, 0.25

million shares at PKR 51.00/- per share and 0.15 million shares at PKR 55.00/- per share,

then in essence the investor has placed one "step bid" comprising three limit bids at

increasing prices. The application money would amount to PKR 46 million, which is the

sum of the products of the number of shares bid for and the bid price of each limit bid. In

such a case (i) HNWIs shall deposit PKR 46 million in the Book Building Account as bid

amount which is 100% of PKR 46 million and (ii) Institutional investors shall deposit at


22

least approx. PKR 11.50 million in the Book Building Account as margin money which is

25% of PKR 46 million.

2.14 PAYMENT FOR FOREIGN INVESTORS Foreign investors may subscribe using their Special Convertible Rupee Accounts (SCRA),

as set out under Chapter 20 of the State Bank of Pakistan's Foreign Exchange Manual

2002. Under section 7(i) of Chapter 20, Companies issuing shares out of the new public

offers on repatriable basis as permitted under sub para (B)(I) of paragraph 6 may open

foreign currency collection accounts with Banks abroad or in Pakistan for receiving the

subscription in foreign currency. This may also allow refunds from these accounts to

unsuccessful applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being

offered by the Company. Payment in respect of investment in the shares of the Company

has to be made in foreign currency through an inward remittance or through surplus

balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign

Portfolio Investment (FPI) is classified as SCRA. There are no restrictions on repatriation

on sale (disinvestment) and dividend proceeds. Underlying client names/beneficial

owners are required to be disclosed at depository level.

Key documents required for Individuals are:

1. Account Opening Request

2. Passport / ID

General documentation required for opening of SCRA account by Corporate are:


2. Board Resolution and Signatories List

3. Passport / ID of Board of Directors

4. Passport / ID of all Authorized Signatories

5. Certificate of Incorporation (COI) Equivalent / Supporting Documents: Trade

Registry Certificate, Business Registration Certificate, Certificate of

Commencement of Business

6. Memorandum and Articles of Association

7. Withholding Tax Registration Certificate / Certificate of Country of Domicile of

Client

8. Latest Annual Report

9. List of Board of Directors

10. List of Shareholders (>10% Holdings) and Key Officers

It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request the procedure from each relative institution.


23

Payments made by foreign investors shall be supported by proof of receipt of foreign

currency through normal banking channels. Such a proof shall be submitted along with

the application by the foreign investors.

2.15 REVISION OF BIDS BY THE BIDDER

The Bidders shall have the right to revise their bids any time during the bidding period up

to 05:00 pm and on the last day of bidding till 07:00 pm. Online revision of the bids may

be allowed to the Bidders through system software. This will, however, be subject to the

condition that the Bidder shall comply with the requirements of bidding as disclosed

under Appendix 2 of KSE’s Rule Book and any other condition or procedure disclosed in

the Preliminary Prospectus.

2.16 REJECTION OF BIDS BY THE BOOK RUNNER

In terms of clause 8.4 of Appendix 2 of the KSE’s Rule Book and Appendix 4 of the Listing

Regulations of the LSE & ISE, the Book Runner may reject a bid placed by an institutional

investor / HNWI for reasons to be recorded in writing and the reasons should be

disclosed to such Bidder forthwith. Decision of Book Runner shall not be challengeable by

the Bidder or its associates.

2.17 WITHDRAWAL OF BIDS BY THE BIDDER

A Bidder has the right to withdraw a Bid from the bidding system any time during the

Bidding Period till 05:00 pm. Online withdrawal of the Bids may be allowed to the Bidders

through system software. This will however be subject to the condition that the Bidder

shall comply with the requirements of bidding as disclosed under Appendix 2 of the KSE’s

Rule Book, Appendix 4 of the Listing Regulations of the LSE & ISE, and any other condition

or procedure disclosed in the Preliminary Prospectus.

2.18 WITHDRAWAL OF ISSUE BY THE ISSUER

a) According to clause 3.10 of Appendix 2 of Chapter 5 of the KSE’s Rule Book, Appendix

4 of the Listing Regulations of the LSE & ISE and the criteria dated July 24, 2014 for

Book Building issued by SECP, in case the Issuer does not receive Bids at or above the

Floor Price for the minimum number of shares offered, they may withdraw the Issue.

The decision of withdrawal shall be taken within a period of not more than three (3)

working days from the closing of Bidding Period as required under clause 3.10 of

Appendix 2 of Chapter 5 of the KSE's Rule Book. However, if the Issuer decides to go

ahead with the Issue then the unsubscribed shares of the Book Building portion shall

be made part of the General Public portion (retail portion) and shall be offered to the

General Public at the Floor Price, i.e., PKR 43.00/- per share. These shares will be

underwritten as per the book building criteria of SECP. The shares subscribed under


24

the Book Building portion will also be offered to the applicants at the Floor Price, i.e.

PKR 43.00/- per share.

b) The Issuer shall withdraw the Issue if the total bids are less than fifteen

c) The withdrawal shall be immediately intimated to the Commission and the

Exchange(s).

d) In case the Issue is withdrawn the Margin Money / Bid money will be refunded to

Bidders within three (03) working days of the decision of withdrawal without any

markup, interest etc.

2.19 MECHANISM FOR DETERMINING STRIKE PRICE

a) At the close of the bidding period, the Issuer, in consultation with the Joint Book Runners

shall determine the strike price on the basis of "Dutch Auction Method". Under this

methodology, the strike price is determined by lowering the price to the extent that the

total number of shares offered is subscribed.

b) The order book shall display the bid prices in a tabular form in descending order along

with the number of shares bid for and the cumulative number of shares at each price

level.

c) For the purpose of allotment of shares, the limit bid(s) made at the price determined /

discovered as Strike Price through the Book Building process shall be ranked equally and

preference will be given to the Bidder who has made the bid earlier.

d) Once the strike price is determined all those Bidders whose bids have been found

successful shall become entitled for allotment of shares. The Bidders, who have made

bids at prices above the strike price, will be issued shares at the strike price and the

differential, if any, will be refunded. The Bidders, who have made bids below the strike

price, shall not qualify for allotment of shares and their margin money shall be refunded.

The mechanism for determination of the strike price can be understood by the following

illustration:

A. Number of shares being Offered through the Book Building: 18,750,000 Ordinary

Shares

B. Floor Price: PKR 43.00/- per share

C. Bidding Period: June 10, 2015 to June 11, 2015

D. Bidding Time: 9:00 am - 5:00 pm

E. Bid Withdrawal Time: 9:00 am - 5:00 pm


25

F. Bidding Revision Time: Any time during bidding period upto 5:00 pm and on the

last day of bidding till 7:00 pm

At PKR 52.00/- per share, investors are willing to buy only 4.00 million shares. Since

14.75 million shares are still available, therefore the price will set lower.

At PKR 49.00/- per share, investors are willing to buy 2.00 million shares. Since 12.75

million shares are still available, therefore, the price will set lower.


million shares are still available, the price will set lower.







At PKR 45.00/- per share, investors are willing to buy 1.00 million shares. Since after

bidding for 0.75 million shares at PKR 45.00/- per share no shares will be available

therefore the strike price will be set at PKR 45.00/- per share for the entire lot of 18.75

million shares.

The Bidders who have placed bids at prices above the strike price (which in this

illustration is PKR 45.00/- per share), will become entitled for allotment of shares at the

strike price and the differential would be refunded.

Investors, who have bid below PKR 45.00/- per share, do not qualify for allotment and

their money would be refunded.


26

After allotment in the aforementioned manner, 0.75 million shares are still available for

allotment. These shares will be allotted to Bidders who have placed bid(s) at PKR 45.00/-

per share, however for the purpose of allotment of these 0.75 million shares preference

will be given to the Bidder who has placed the bid earlier.

2.20 BASIS FOR ALLOTMENT OF SHARES

Once the strike price is determined all those Bidders whose bids have been found

successful shall become entitled for allotment of shares. For allocation of shares priority

shall be given to the bids placed at the highest price. The Bidders, who have made bids at

prices above the strike price, will be allotted shares at the strike price and the differential,

if any, will be refunded. The Bidders, who have made bids below the strike price, shall not

qualify for allotment of shares and their margin money shall be refunded.

For the purpose of allotment of shares, the bid(s) made at the price determined /

discovered as Strike Price through the Book Building process shall be ranked equally and

preference will be given to the Bidder who has made the bid earlier.

Final allotment of shares out of the Book Building portion shall be made after receipt of

full subscription money from the successful Bidders; however, shares to such Bidders

shall be credited at the time of issue of shares out of the public portion (retail portion) of

the issue to successful applicants.

2.21 REFUND OF MARGIN MONEY

Investors who have bid lower than the strike price are not eligible for allotment of shares.

Margin money of the unsuccessful Bidders shall be refunded within three (3) working

days of the close of the bidding period as required under clause 8.12 of Appendix 2 of

Chapter 5 of the KSE’s Rule Book and Appendix 4 of the Listing Regulations of the LSE &

ISE. The Bidders, who have made bids at prices above the strike price, will be allotted

shares at the strike price and the differential will be refunded within three (3) working

days of the closing of the Bidding Period.

2.22 UNDERWRITING

After determination of the strike price the Joint Book Runners shall within two (2)

working days of the closing of the bidding period enter into an Underwriting Agreement

with the Issuer indicating the number of shares that the Joint Book Runners would

underwrite at the strike price and the Underwriting Commission / Fee to be charged.


27

2.23 PUBLICATION OF FINAL PROSPECTUS

The Underwriting Agreements for the public portion shall be finalized within ten (10)

working days from closing of the Bidding Period.

Upon finalization of the Underwriting Agreements, the Joint Lead Managers shall, within

ten (10) working days from the date of closing of the Bidding Period, submit an

application to the Stock Exchange for allocation of dates for publication of the Final

Prospectus and subscription of shares by the general public.

The Final Prospectus in full or in abridged form must be published within seventeen (17)

working days of the closing of the Bidding Period in the manner as specified in Section

88(3) & (4) of Securities Act, 2015 .

Public subscription for the shares shall be held at any date(s) within thirty days (30) of the

publication of the Final Prospectus but not earlier than seven (7) days of such publication.

2.24 ADDRESSES OF BID COLLECTION CENTERS Bid Collection Centers have been established at Karachi, Lahore and Islamabad to collect

the bids for the Book Building portion of the issue by Al Shaheer Corporation Limited in

order to provide convenient access to Bidders to participate in the bidding process.

Addresses, details of contact persons and fax numbers of the Bid Collection Centers are

given in paragraph 2.5.


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2.25 STATEMENT BY ISSUER March 27, 2015

The Managing Director The Managing Director

Karachi Stock Exchange Limited Lahore Stock Exchange Limited

Stock Exchange Building Lahore Stock Exchange Building

Stock Exchange Road 19 - Khayaban-e-Aiwan-e-Iqbal

Karachi Lahore

The Managing Director

Islamabad Stock Exchange Limited

Islamabad Stock Exchange Tower

55-B Jinnah Avenue Islamabad On behalf of the Company, I confirm that all material information as required under the

Companies Ordinance, 1984 and the Listing of Companies and Securities Regulations of the

Karachi Stock Exchange Limited, the Listing Regulations of Lahore Stock Exchange Limited and the

Listing Regulations of Islamabad Stock Exchange Limited has been disclosed in the Prospectus and

that whatever is stated in Prospectus and the supporting documents is true and correct to the

best of our knowledge and belief and that nothing has been concealed.

For and on behalf of Al Shaheer Corporation Limited: -Sd-

___________________ Kamran Ahmed Khalili Chief Executive Officer


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2.26 STATEMENT BY JOINT LEAD MANAGERS & ARRANGERS March 18, 2015

The Managing Director The Managing Director




Karachi Lahore




55-B Jinnah Avenue Islamabad Being mandated as Joint Lead Managers & Arrangers to this Initial Public Offering of Al Shaheer

Corporation Limited through the Book Building process, we confirm that all material information

as required under the Companies Ordinance, 1984 and Appendix 2 of the Listing of Companies

and Securities Regulations of the Karachi Stock Exchange Limited, Listing Regulations of Lahore

Stock Exchange Limited and the Listing Regulations of Islamabad Stock Exchange Limited has been

disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting

documents is true and correct to the best of our knowledge and belief and that nothing has been

concealed.

For and on behalf of For and on behalf of

Next Capital Limited: AKD Securities Limited:

-Sd- -Sd-

_____________________ ______________________ Muhammad Asif Najmee Syed Khurram Shahid CFO & Company Secretary SVP / Head Investment Banking


30

2.27 STATEMENT BY JOINT BOOK RUNNERS

March 18, 2015 The Managing Director The Managing Director




Karachi Lahore




55-B Jinnah Avenue Islamabad Being mandated as Book Runner to this Initial Public Offering of Al Shaheer Corporation

Limited through the Book Building process, we confirm that all material information as

required under the Companies Ordinance, 1984 and Appendix 2 of the Listing of Companies

and Securities Regulations of the Karachi Stock Exchange Limited, the Listing Regulations of

Lahore Stock Exchange Limited and the Listing Regulations of Islamabad Stock Exchange

Limited has been disclosed in this Prospectus and that whatever is stated in Prospectus and

in the supporting documents is true and correct to the best of our knowledge and belief

and that nothing has been concealed.

For and on behalf of For and on behalf of

Next Capital Limited: AKD Securities Limited:

-Sd- -Sd-

_____________________ _____________________ Muhammad Asif Najmee Syed Khurram Shahid

CFO & Company Secretary SVP / Head Investment Banking


31

PART 3

3 SHARE CAPITAL AND RELATED MATTERS 3.1 SHARE CAPITAL

Number of Shares Face Value (PKR) Premium (PKR) Total (PKR)

AUTHORIZED CAPITAL

150,000,000 Ordinary Shares of PKR 10/-each 1,500,000,000 - 1,500,000,000

ISSUED, SUBSCRIBED AND PAID UP

CAPITAL OF THE COMPANY

1,500 Issued for Cash: Ordinary Shares of PKR 10/-

each 15,000 - 15,000

2,745,759 Issued for Cash: Ordinary Shares of PKR 10/-

each 27,457,590 162,631,306 190,088,896

2,193,416 Issued for Cash: Ordinary Shares of PKR 10/-

each 21,934,160 137,571,051 159,505,211

35,600,341 Issued for Bonus: Ordinary Shares of PKR 10/-

each 356,003,410 - 356,003,410

26,000,000 Issued for Other than Cash: Ordinary Shares

of PKR 10/- each * 260,000,000 - 260,000,000

66,541,016 Total 665,410,160 300,202,357 965,612,517

Number of Shares

Face Value (PKR) Premium (PKR) Total (PKR)

THE EXISTING SUBSCRIBED, ISSUED &

PAID UP CAPITAL OF THE COMPANY

IS HELD AS FOLLOWS:

Directors / Sponsors

24,391,768 Kamran Ahmed Khalili 243,917,680 40,665,600 284,583,280

4,772,501 Naveed Godil 47,725,010 - 57,725,010

2,150,600 Muhammad Ali 21,506,000 - 21,506,000

1,554,252 Noorur Rahman Abid 15,542,520 42,805,876 58,348,396

32,869,121 Shares held by Directors/Sponsors 328,691,210 83,471,477 412,162,687

Sponsors

4,772,501 Shaikh Qaisar 47,725,010

47,725,010

3,673,508 Aftab Zahoor Raja 36,735,080

36,735,080

1,291,036 Rehan Mansoor Khawaja 12,910,360

12,910,360

9,737,045 Shares held by Sponsors 97,370,450

97,370,450

Directors

1,429,885 Adeeb Ahmed 14,298,850 39,380,665 53,679,515

1,075 Qaysar Alam 10,750 - 10,750

1,075 Rizwan Jamil 10,750 - 10,750

1,075 Rukhsana Asghar 10,750 - 10,750

1,433,110 Shares held by Directors 14,331,100 39,380,665 53,711,765

22,501,740 Other Shareholders 225,017,400 177,350,216 402,367,616

66,541,016 Total 665,410,160 300,202,357 965,612,517

* These shares were issued to various shareholders including two current directors of the Company, Mr.

Kamran Ahmed Khalili (9,313,200 Ordinary Shares) and Mr. Naveed Godil (3,242,200 Ordinary Shares) during

the financial year 2012 against takeover of the assets of the existing business of firms Messrs Al Shaheer

Corporation and Messrs Meat One. Clause 8(iv) of the Companies (Issue of Capital) Rules, 1996 was

applicable and the Company complied with all the requirements of the said provision. There has been no

issue of share otherwise than in cash other than those mentioned above.


32

NOTES:

i. In accordance with the provision of Clause 3 (II) (i) of the Companies (Issue of Capital)

Rules, 1996, the fixed capital expenditure related to poultry and meat processing shall be

financed entirely by equity;

ii. In accordance with the provision of Clause 3 (II) (ii) of the Companies (Issue of Capital)

Rules, 1996, the expansion plan for poultry and meat processing has been appraised by a

financial institution; The provision of Clause 3 (II) (iii) of the Companies (Issue of Capital)

Rules, 1996 is not applicable as the Company is implementing a brownfield project and

not a greenfield project;

iii. In accordance with the provision of Clause 3 (II) (iv) of the Companies (Issue of Capital)

Rules, 1996, the Book Building Portion will be fully underwritten by AKD Securities

Limited and Next Capital Limited, while the General Public portion shall also be fully

underwritten;

iv. In accordance with the provision of Clause 3 (II) (v) of The Companies (Issue of Capital)

Rules, 1996, the Sponsors, in aggregate, shall retain at least 25% of their shareholding in

the Company for a period of five years from the date of public subscription;

Consequently, the sponsors have undertaken to retain 25% shares collectively from their

existing shareholding;

v. As per Regulation 5.4.5 of the Listing of Companies and Securities Regulations of KSE,

Clause 6A(7) of the LSE Listing Regulations & Clause 6B (6) of the ISE Listing Regulations,

Sponsors shareholding in excess of 25% shall not be saleable for a period of six months

from the date of public subscription. However, the Sponsors have agreed that in order to

show their commitment to the long term sustainability of the Company, Sponsor

shareholding in excess of 25% will not be sold for at least one (1) year.

vi. As per Regulation 5.4.5 of the Listing of Companies and Securities Regulations of KSE,

Shares held by the Shareholders other than the Sponsors & Directors of the Company

shall not be saleable for a period of one (1) year from the date of public subscription;

vii. In case the Book Building portion is not fully subscribed and the Issuer decides to go

ahead with the Issue, the unsubscribed shares of the Book Building portion shall be made

Present Issue

Number of

Shares

Face Value

(PKR)

Premium

(PKR) Total PKR)

The present Issue of 25,000,000 Ordinary Shares (27.31% of the post-IPO Paid-up Capital)

having par value of PKR 10.00/- each is being made as under:

18,750,000

Allocation to Institutions / HNWI

investors through Book Building process 187,500,000 1,593,750,000 1,781,250,000

at a strike price of PKR 95/- each

6,250,000 General Public 62,500,000 531,250,000 593,750,000

25,000,000 Total Present Issue 250,000,000 2,125,000,000 2,375,000,000

91,541,016 Grand Total 915,410,160 2,425,202,357 3,340,612,517


33

part of the General Public portion (retail portion) of the Issue and shall be underwritten

at a price offered to the General Public;

viii. Quarterly progress reports related to the implementation of Poultry and Meat Processing

projects shall be submitted to KSE, LSE, ISE and SECP.

3.1 A ALLOCATION OF SHARES UNDER BOOK BUILDING

3.2 OPENING AND CLOSING OF SUBSCRIPTION LIST

The subscription list will open at the commencement of banking hours on July 27, 2015

and will close on July 29, 2015 at the close of banking hours. Please note that online

applications can be submitted 24 hours during the subscription period which will close

at 12:00 midnight on July 29, 2015.

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility

through United Bank Limited ("UBL") that is among the Bankers to the Issue. The

accountholders of UBL can use UBL net-banking to submit their applications online via

link http://www.ubldirect.com/corporate/ebank.

3.3 INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

a. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities

including Pakistani Nationality;

b. Foreign nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or

outside Pakistan (to the extent permitted by their respective constitutive documents and

existing regulations, as the case may be);

d. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their

respective Trust Deeds and existing regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

S.No. CategoryNumber of shares allocated

through book building%age

1 Individuals 8,967,533 47.8%

2 Commercial Banks - 0.0%

3 DFIs - 0.0%

4 Leasing Companies - 0.0%

5 Mutual Funds 499,000 2.7%

6 Provident/pension funds 118,500 0.6%

7 Insurance Companies 150,000 0.8%

8 Others 9,014,967 48.1%

Total 18,750,000 100.0%



34

3.4 FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS Non-resident Pakistani investors and foreign investors may subscribe for the shares being

issued through this Prospectus by using their Special Convertible Rupee Account

("SCRA"). For further details please see Chapter 20 of the Foreign Exchange Manual of

the State Bank of Pakistan. Under Section 7(i) of chapter 20 of the said Manual,

Companies issuing shares out of new public offers on repatriable basis, as permitted

under sub para (B) (I) of paragraph 6, may open foreign currency collection accounts with

banks abroad or in Pakistan for receiving the subscription in foreign currency. They may

also allow refunds from these accounts to unsuccessful applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being

offered by the Company. Payment in respect of investment in the shares of the Company

has to be made in foreign currency through an inward remittance or through surplus

balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign

Portfolio Investment (FPI) is classified as SCRA. There are no restrictions on repatriation

on sale (disinvestment) and dividend proceeds. Underlying client names / beneficial

owners are required to be disclosed at depository level.

Key documents required for Individuals are:


2. Passport / ID

General documentation required for opening of SCRA account by Corporate are:


2. Board Resolution and Signatories List

3. Passport / ID of Board of Directors

4. Passport / ID of all Authorized Signatories

5. Certificate of Incorporation (COI) Equivalent / Supporting Documents: Trade Registry

Certificate, Business Registration Certificate, Certificate of Commencement of Business

6. Memorandum and Articles of Association

7. Withholding Tax Registration Certificate / Certificate of Country of Domicile of Client

8. Latest Annual Report

9. List of Board of Directors

10. List of Shareholders (>10% Holdings) and Key Officers

It is however pertinent to note that the procedure and requirements of each institution

differs, hence it is advised to request the procedure from each relative institution.

Payments made by foreign investor must be supported by proof of receipt of foreign

currency through normal banking channels. Such proof must be submitted along with the

application by the foreign investors


35

3.5 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE PUBLIC PORTION OF THE ISSUE The basis and conditions for allotment to the general public shall be as follows:

a. Application for shares below the total value of PKR 47,500 (PKR 95 x 500 Shares)

shall not be entertained.

b. The minimum amount of application for subscription of 500 ordinary shares is

PKR 47,500 (PKR 95 x 500 Shares).

c. Application for shares must be made for 500 shares or in multiple of 500 shares

only. Applications which are neither for 500 shares nor for multiples of 500

shares shall be rejected.

d. SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND

SUCH APPLICATIONS' MONEY MAY BE FOREFEITED UNDER SECTION 87(8) OF

THE SECURITIES ACT, 2015

e. If the shares offered to the general public are sufficient to accommodate all

applications, all applications shall be accommodated.

f. If the shares applied for by the general public are in excess of the shares offered

to them, the distribution shall be made by computer balloting, in the presence of

the representatives of the Exchange in the following manner:

i. If all applications for 500 shares can be accommodated, then all such

applications shall be accommodated first.

ii. If all applications for 500 shares cannot be accommodated then balloting

will be conducted among applications for 500 shares only.

iii. If all applications for 500 shares have been accommodated and shares are

still available for allotment, then all applications for 1,000 shares shall be

accommodated.

iv. If all applications for 1,000 shares cannot be accommodated then balloting

will be conducted among applications for 1,000 shares only.

v. If all applications for 500 shares and 1,000 shares have been accommodated

and shares are still available for allotment, then all applications for 1,500

shares shall be accommodated.


36

vi. If all applications for 1,500 shares cannot be accommodated then balloting

will be conducted among applications for 1,500 shares only.

vii. If all applications for 500 shares, 1,000 shares and 1,500 shares have been

accommodated and shares are still available for allotment, then all

applications for 2,000 shares shall be accommodated. If all applications for

2,000 shares cannot be accommodated then balloting will be conducted

among applications for 2,000 shares only.

g. After the allotment in the above mentioned manner, the balance shares, if any,

shall be allotted in the following manner:

i. If the remaining shares are sufficient to accommodate each application for over

2,000 shares, then 2,000 shares shall be allotted to each applicant and the

remaining shares shall be allotted on pro-rata basis.

ii. If the remaining shares are not sufficient to accommodate all the remaining

applications for at least 2,000 shares, then balloting shall be conducted for

allocation of 2,000 shares to each applicant.

iii. If the issue is oversubscribed in terms of amount only then the allotment of

shares shall be made on the following basis:

First preference will be given to the applicants who applied for 500 shares; Next preference will be given to the applicants who applied for 1,000 shares; Next preference will be given to the applicants who applied for 1,500 shares; and Next preference will be given to the applicants who applied for 2,000 shares.

iv. After allotment of the shares in the above mentioned manner, the balance

shares, if any, shall be allotted on a pro-rata basis to the applicants who applied

for more than 2,000 shares.

v. Allotment of shares will be subject to scrutiny of the applications for subscription.

vi. Applications which do not meet with the above requirements or which are

incomplete will be rejected.

3.6 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS The Company shall take a decision within ten (10) days of the closure of subscription list

as to which applications have been accepted or are successful and refund the money in

cases of unaccepted or unsuccessful applications within ten (10) days of the date of such

decision, as required under Section 71 of the Ordinance.


37

As per sub-section (2) of Section 71 of the Ordinance, if refund as required under sub-

section (1) of Section 71 of the Ordinance is not made within the time specified therein,

the Issuer shall be severally liable to repay the money with surcharge at the rate of 1.5%

for every month or part thereof from the expiration of the 15th day and, in addition, to a

fine not exceeding PKR 5,000/- and in case of continuing offense to a further fine not

exceeding PKR 100/- per day after the said 15th day on which the default continues.

Provided that the Issuer shall not be liable if it is proved that the default in making the

refund was not due to any misconduct or negligence on its part.

3.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES The Company will dispatch share certificates to successful applicants through their

Bankers to the Issue or by crediting the respective Central Depository System ("CDS")

accounts of the successful applicants within thirty (30) days of the close of public

subscription as per Listing of Companies and Securities Regulations of the KSE, LSE & ISE.

Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of

physical scripts on the basis of option exercised by the successful applicants. Shares in the

physical scripts shall be dispatched to the Bankers to the Issue within thirty (30) days

from the date of close of subscription list, whereas scrip less shares; shall be directly

credited through Book entry in the respective accounts maintained with the CDCPL.

The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the

relevant columns of the Application Form. In order to exercise the scrip-less option, the

applicant(s) should have CDS account at the time of subscription. If the Company defaults

in complying with the above requirements, it shall pay the Stock Exchanges a penalty of

PKR 5,000/- per day for every day during which the default continues.

The name of the Company will also be notified to the TRE Certificate holders of the Stock

Exchanges and placed on the web site of the Stock Exchanges.

3.8 TRANSFER OF SHARES

i. PHYSICAL SHARES

Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall

not refuse to transfer any fully paid share unless the transfer deed is, for any reason,

defective or invalid or is not accompanied by the relevant share certificate. Provided that

the Company shall within thirty (30) days from the date on which the instrument of

transfer was lodged with it, notify the defect or invalidity to the transferee who shall,

after the removal of such defect or invalidity, be entitled to re- lodge the transfer deed

with the Company.


38

ii. TRANSFER UNDER BOOK ENTRY SYSTEM

The shares maintained in the CDS in the Book entry form shall be transferred in

accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL

Regulations.

3.9 SHARES ISSUED IN PRECEDING YEARS

* These shares were issued to various shareholders including two existing directors of the

Company Mr. Kamran Ahmed Khalili (9,313,200 ordinary shares) and Mr. Naveed Godil

(3,242,200 Ordinary shares) during the financial year 2012 against takeover of the assets

of the existing business of firms Messrs. Al Shaheer Corporation and Messrs. Meat One.

Clause 8 (iv) of the Companies (Issue of Capital) 1996 was applicable and the Company

complied with all the requirements of the said provision. There has been no issue of

shares otherwise than in cash other than those mentioned above.

Other than the above mentioned shares, there has been no issuance of shares since the

incorporation of the Company.

3.10 PRINCIPAL PURPOSE OF THE ISSUE The proceeds of the IPO will be utilized for the following:

Poultry Business & Meat Processing Factory

Extension of Retail Network

Working Capital

A. Poultry Business & Meat Processing Factory

Poultry is one of the largest agro based sectors of Pakistan and a major source of protein

consumption in the country. It is cheap, widely available and has grown at an annual rate

of 12% with a turnover of Rs. 700 billion. The Company aims to establish a fully vertically

integrated poultry enterprise, from the hatchery to final production at Bedeyan road,

Lahore. These will be set up along modern lines comprising an automated chicken

processing plant. Once processed into various cuts, the meat will be supplied to their

existing network of retail shops, distributed to modern trade as frozen meat and sent to

the Company’s further processing plant for value addition at Bedeyan road, Lahore. The

aim is to achieve cost efficiencies that will eventually translate into improve profitability

and shareholder value. The project implementation schedule is given below. Commercial

production is expected in FY17.

S.No No. of Shares Issued Par Value (PKR) Per SharePremium (PKR) Per Share Consideration Total Amount including Premium(PKR) Date of Issue

1 1500 10 - Cash 15,000 30-Jun-12

2 26,000,000 10 - Other than Cash * 260,000,000 30-Jun-12

3 2,745,759 10 59.23 Cash 190,088,896 30-Dec-14

4 2,193,456 10 62.72 Cash 159,505,211 16-Feb-15

5 35,600,341 10 - Bonus 356,003,410 20-Feb-15

Total 66,541,016 965,612,517


39

The Plant (storic chicken slaughter line) will be imported from the Netherlands and will be

brand new. Total electrical load will be 500KVA including cold room and freezers. The

Plant will have a capacity of 5,000 birds per hour. The Company has SGS Halal and Jama

Mansoora Lahore Certification.

The Company is also planning to establish a meat processing facility that will produce

frozen, ready to cook products. These products will have a one year longer shelf life and

will be distributed across the chain of retail shops and super markets throughout the

country. Processed meat is a volumetric business just like fresh meat retail but with

significantly higher margins.

The overall cost of both projects is given below:

Poultry and Meat Processing Plant Cost in PKR

Land 8 Acres @ 5,000,000 per acre 40,000,000

Construction PKR 1,500 per sq feet @ 50,000 sq feet 75,000,000

Stork Chicken Slaughter Line (5000 birds per hour) - Already Purchased 60,000,000 Blast Freezer 50,000,000 Spiral Freezer 20,000,000 Air Chilling System 10,000,000 Cold Rooms 10,000,000

Plant Design 5,000,000

Plant Installation 15,000,000 Miscellaneous 10,000,000

Total Cost for Poultry Business 295,000,000

Total cost of Meat Processing Plant 85,000,000 Working Capital 200,000,000

Total Cost 580,000,000

B. Extension of Retail Network

The Company is in the process of expanding its retail network in Karachi, Lahore and

Islamabad to have a strong nationwide presence. The Company plans to open 35 retail

outlets / store-within-store under the brand names of “Meat One” and “Khaas”.

Retail Network Expansion Cost in PKR

Furniture & Fitting, Equipment & Misc. Per Outlet A 5,728,570

No. of Outlets to be Opened B 35

Total Cost for Network Expansion A * B 200,500,000

Project Milestones Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Apr-16 Jan-17 Mar-17 Apr-17 Jun-17

Land Purchase

Design & Drawing

Approval for Construction

Ground Breaking

Purchase of Equipment

Arrival of Equipment

Completion of Installation

Trial Production

Commercial Production


40

C. Working Capital

PKR 294.5 million will be used to fulfill short term working capital requirements

Particulars Amount (PKR)

Investment in Poultry & Meat Processing Plant 580,000,000

Extension of Retail Network 200,500,000

Working Capital 294,500,000 Total 1,075,000,000

The break up of funds utilized above has been based on full subscription at the Floor Price

of PKR 43 per share. Any excess funds received due to full subscription above the Floor

Price will be utilized towards meeting further working capital requirements, as required

over time.

3.11 INTEREST OF SHAREHOLDERS

None of the holders of the issued shares of the Company have any special or other

interest in the property or profits of the Company other than as holders of the Ordinary

shares in the capital of the Company.

3.12 DIVIDEND POLICY The rights in respect of capital and dividends attached to each share are and will be the

same. The Company in its general meeting may declare dividends but no dividend shall

exceed the amount recommended by the Directors. Dividend, if declared in the general

meeting, shall be paid according to the terms of the provisions of the Ordinance.

The Directors may from time to time pay to the members such interim dividends as

appear to the Directors to be justified by the profits of the Company. No dividend shall be

paid otherwise than out of the profits of the Company for the year or any other

undistributed profits.

No unpaid dividend shall bear interest or mark-up against the Company. The dividends

shall be paid within the period laid down in the Ordinance.

Those applicants who intend that their cash dividend, if any, is directly credited in their

Bank Account, must fill-in the relevant part of the Shares Subscription Form under the

heading, "Dividend Mandate Option".

3.13 ELIGIBILITY FOR DIVIDEND The shares issued shall rank pari-passu with the existing shares in all matters of the

Company, including the right to such bonus or right issues, and dividend as may be

declared by the Company subsequent to the date of issue of such shares.


41

3.14 DEDUCTION OF ZAKAT Income Distribution will be subject to deduction of Zakat at source, as may be applicable

from time to time (except where the Ordinance does not apply to any shareholder or

where such shareholder is otherwise exempt or has claimed exemption from payment/

deduction of Zakat in terms of and as provided in that Ordinance).

3.15 CAPITAL GAINS TAX Capital gains derived from the sale of listed securities are taxable in the following manner

under Section 37A of Income Tax Ordinance, 2001:

3.16 WITHHOLDING TAX ON DIVIDENDS Dividend distribution to shareholders will be subject to withholding tax under section 150

of the Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of

the said Ordinance or any time to time amendments therein. In terms of the provision of

Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and

final liability in respect of such profits in case of individuals only. The following are the

rates:

(a) For Filer of Income Tax Returns: 10.00%

(b) For Non-filer of Income Tax Returns: 15.00%

3.17 INCOME TAX Income from local sales is taxable under Normal Tax Regime (NTR). Applicable tax rate is

33%. Income Tax on export sales is taxable at 1% under the Final Tax Regime (FTR).

3.18 DEFERRED TAXATION

Deferred tax is accounted for using the balance sheet liability method in respect of all

temporary differences arising from differences between the carrying amount of assets

and liabilities in the financial statements and the corresponding tax bases used in the

computation of the taxable profit. Deferred tax liabilities are generally recognized for all

taxable temporary differences and deferred tax assets are recognized to the extent that is

probable that taxable profits will be available against which the deductible temporary

differences, unused tax losses and tax credits can be utilized.

Tax Rate

Sr No Tax Year Less than 12 MonthsMore than 12 months

and less than 24 months

More than

24 months

1 2015 12.50% 10% 0%

Holding Period of Securities


42

As of audited accounts of 1HFY15, the Company has Deferred Tax Asset of PKR

17,774,901/-.

3.19 SALES TAX

Local sales are exempt as per Sixth Schedule of the Sales Tax Act, 1990. All exports are

taxable at zero percent.

3.20 SINDH SALES TAX ON SALE/PURCHASE OF SHARES Under the constitution of Pakistan and Articles 49 of the 7th NFC Award the Government

of Sindh has promulgated the Sindh Sales Tax on Service Act, 2011 (Sindh Act No. XII of

2011) (the Act) which has taken effect from July 2011. The Sindh Revenue Board

Constituted under the Act (Sindh Act No. XI of 2010) administers and regulates the levy

and collection of the Sindh Sales Tax ("SST") on the taxable services provided or rendered

in Sindh.

The value of taxable services for the purpose of levy of sales tax is the gross commission

charged from clients in respect of purchase or sale of shares in a Stock Exchange under

section 41(1) of the Sindh Sales Tax Rules, 2011, dated 30th June 2011 The Second

Schedule of the Act levies a sales tax on Brokerage at the rate of 15%. The sales tax is

withheld as per the requirements of Sindh Sales Tax Special Procedure (Withholding)

Rules, 2011.

3.21 CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES

Pursuant to amendments made in the (Finance Act, 1989) through Finance

(Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax

will be applicable on the purchase value of shares.

3.22 TAX CREDIT FOR INVESTMENT IN IPO

Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a

Company, shall be entitled to a tax credit for a tax year in respect of the cost of acquiring

in the year new shares offered to the public by a public Company listed on a stock

exchange in Pakistan, provided the resident person is the original allottee of the shares or

the shares are acquired from the Privatization Commission of Pakistan

As per Section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding

shares has been designated as 24 months to avail the tax credit.


43

3.23 TAX CREDIT FOR ENLISTMENT Under Section 65C of the Income tax Ordinance, 2001, tax credit at 15% of the tax

payable shall be allowed for the tax year in which a Company is listed on a Stock

Exchange in Pakistan.

3.24 TAX ON BONUS SHARES

As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5% of the value

of “bonus shares” determined on the basis of the day end ex-price on the first day of

book closure shall be collected by the Company issuing the “bonus shares”, which will be

the final tax liability on such income of the shareholder.

3.25 JUSTIFICATION FOR PREMIUM

3.25.1 Strong Growth in Sales

The Company has been able to grow value and volume sales by a 4 year CAGR of 35% and

17% respectively. This has been due to the Company’s ability to increase its presence in

export markets as well as locally through its branded retail network. Going forward, this

strong volumetric and value growth in sales is expected to continue due to launching of

new outlets in the local market and increased market share in the global meat trade by

capturing market share in existing markets and entering new markets such as Egypt, Iraq

and China.

3.25.2 Non-Cyclical Business Exports Segment Al Shaheer operates a diverse set of business segments, namely Exports, Retail, and

Institutional Sales. Al Shaheer exports fresh meat to its international customers such as

LULU Supermarkets, Carrefour, Fatima Supermarkets etc., based primarily in the Middle

East, throughout the year and the export business, which has a 77% approx contribution

to the Company’s topline, has witnessed very little or no seasonal impact on the top line

since the commencement of operations in 2008. Likewise, the demand for Pakistani beef

1,330

2,186

2,799 3,103

4,443

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

2010 2011 2012 2013 2014

Sales (PKR Mn) Sales (CPD) - RHS


44

and mutton has grown1 through the years and the Company is well positioned to

capitalize on this growing demand. Likewise demand for Pakistani beef and mutton has

grown by approximately 20% in 2013 and 12.5% in 2014.

Retail Segment The local market does witness some cyclical trends post Eid-ul-Azha as meat buying falls

due to the sacrifice meat stored with households. However, the impact on the Company’s

local retail business is minimal due to the introduction of Qurbani Services by our local

retail brand.

Qurbani Segment

Qurbani service enables customers to delegate their sacrifice to Al Shaheer, and while it

offers customers peace of mind in terms of quality and value for money, it also enables

the Company to generate positive cash flows ahead of the regular market slow down,

effectively balancing off any cyclical impacts. The Qurbani service has been very

successful with more and more customers choosing to avail the services every year since

its launch in 2011. The service is being provided in Karachi, Lahore and Islamabad.

3.25.3 US Dollar Hedge

Almost 77% of the Company’s revenue is denominated in US dollar. This offers a very

viable hedge against the devaluation of Pakistani Rupee vis-a-vis the US dollar, which has

been an almost continuous trend for the past several years as shown below. Historically,

the Rupee has devalued 8.6% against US $ per annum for the past 7 years.

3.25.4 Established Supply Chain

Al Shaheer has established a strong supply chain to supply both the local and export

markets. For the cattle, the Company has strong ties with professional cattle buyers who

visit cattle markets and buy live cattle for us through procurement arrangements.

Additionally, they have their own team of dedicated cattle buyers as well. These buyers

purchase cattle generally a couple of days before the animals are slaughtered for both

divisions and are regularly monitored regarding their performance.

1 http://www.trademap.org/Country_SelProductCountry_TS.aspx

Particulars FY12 FY13 FY14

No of Qurbani Portions Ordered 2,648 3,339 3,830

Average Price per Portion 14,993 15,574 18,277

Revenue (PKR mn) 39.7 52.0 70.0

Gross Profit (PKR mn) 9.9 15.1 23.1

Gross Margin 25% 29% 33%

FY08 FY09 FY10 FY11 FY12 FY13 FY14 CAGR

PKR:USD 62.7 78.6 83.8 85.5 89.2 96.8 102.8 8.59%


45

Over the years emphasis during the past few years has been to reduce dependence on

external suppliers and almost 45% of the buying activity is conducted by the Company’s

in-house procurement teams who are strategically stationed near various cattle markets

and have access to quality cattle in large numbers. In order to ensure health and quality

of the cattle, the Company employs trained procurement personnel who are experienced

to identify the right vendors for quality and health checks. Slaughtering and processing of

cattle is done in the Company owned slaughtering house situated Gadap Town, Karachi,

Sindh. The meat is processed in various cuts, as per the customer requirements and

thereafter is transported to the cargo pick up depots of major airlines such as Emirates

and PIA. Agreements with Emirates and PIA allow the company to seamlessly export meat

on a daily basis. LULU Supermarkets and Carrefour are two of the leading buyers in the

export segment and the Company has had a long relationship with both parties for the

supply of meat.

For local sales, fresh meat is transported via road on a daily basis to established retail

outlets of Meat One and Khaas. Currently, the retail strength is 32 outlets which will be

expanded in the coming years to have stronger nationwide presence. Remains of the

cattle are disposed locally via the Company’s own supply chain stakeholders.

3.25.5 Experienced and Dedicated Management

The Company has a team of dedicated and ambitious individuals, working with an

unflinching commitment to deliver results and value to customers. They are well versed

in managing the challenges of the meat business and have honed their skills and

knowledge of the meat sector through the years. They have intimate knowledge of the

challenges and opportunities associated with the country’s meat sector and most of the

executives have studied at the nation’s premier business schools and have sound

business acumen. Additionally, the experienced Board plays a vital role in representing

the interest of the shareholders. They have extensive experience in their respective

sectors and continue to invest their expertise with the Company.


46

3.25.6 Growth Initiatives

Export Segment

For exports, the Company is actively seeking out new markets for their products including

Egypt, Iraq and China being few of such markets.

A delegation from Egypt had visited Pakistan in May 2014 to inspect various abattoirs in

the country and Al Shaheer was recently approved for export to Egypt. The country

imported meat to the tune of 240,000 MT CWE in 2014, a bulk of which was imported

buffalo meat from India. Pakistani Beef can become a viable alternative to Indian Buffalo

meat for the Egyptian consumer as the former is better in terms of quality.

Retail Segment

In addition to the export markets, there is immense business potential in the local meat

sector as well. Pakistan's goat meat consumption of 779,000 tons in 2011-12 ranks it

among the top 3 in the world. 1.7 million tons of beef consumption in Pakistan is ranked

9th amongst beef consuming nations. In addition, 834,000 tons of poultry meat

consumption puts it among the world's top 20. Although meat consumption in Pakistan is

rising, it remains very low by world standards. At just 18 Kg per person per annum, it is

less than half of the world average of 42 Kg per capita meat consumption reported by the

FAO.

To cater to this growing local demand the Company expects to retail outlets nationwide

as well as partner with 3rd party retailers to increase their presence.

3.25.7 Discount to Peer Group Based on valuation multiples of listed consumer companies in Pakistan, at a price of PKR

95/- share, the Company is at a discount to its peers.

EFOODS NATF NESTLE UPFLPeer Group

AverageASCL

Year End Dec-14 Jun-14 Dec-14 Dec-14 Jun-14

Total Equity (PKR mn) 11577.62 2207.92 12627.63 783.40 1039.00

Profit for the year (PKR mn) 888.83 704.94 7929.27 1171.82 73.36

Total Shares OS (mn Shares) 766.60 51.80 45.35 6.16 26.00*

Book Value per Share 15.10 42.62 278.45 127.18 39.96

Annual EPS (PKR) 1.16 13.61 174.85 190.23 2.82

Closing Price (as of 23rd June'15) 148.25 355.35 10,200.00 7,695.00 95.00

P / E (x) 127.86 26.11 58.34 40.45 63.19 33.67

P / B (x) 9.82 8.34 36.63 60.51 28.82 2.38*Number of shares outstanding as at year end Jun-14 have been used for comparability. Pre-IPO shares were 66.5 million

Key Financials (FY2014)


47

PART 4

4 UNDERWRITING, COMMISSION, BROKERAGE AND OTHER EXPENSES

4.1 UNDERWRITING BOOK BUILDING PORTION

AKD Securities Limited and Next Capital Limited have been mandated as the Joint Book

Runners to the Issue. The Joint Book Runners will underwrite the Book Building portion of

the Issue which comprises of 75% of the 25,000,000 Ordinary Shares within two (2)

working days of the closing of the bidding period as required under Clause 5 of Appendix

2 of the Listing of Companies and Securities Regulations of KSE, Appendix 4 of the Listing

Regulations of the LSE & ISE at the strike price determined through the Book Building

process. In the opinion of the Directors, the resources of the Underwriters are sufficient

to discharge their underwriting commitments / obligations.

PUBLIC PORTION As required under Clause 6 of Appendix 2 of the Listing of Companies and Securities

Regulations of KSE, Appendix 4 of the Listing Regulations of the LSE & ISE and rule 4(iii) of

the Companies (Issue of Capital) Rules, 1996, the General Public portion of the Issue,

6,250,000 Ordinary Shares has been underwritten as under:

Name of Underwriter Number of Shares Underwritten Amount Underwritten (PKR)

Pearl Securities Ltd 3,150,000 299,250,000

Pak Oman Investment Company Limited

1,050,000 99,750,000

Soneri Bank Limited 1,000,000 95,000,000

Summit Bank 1,050,000 99,750,000

Total 6,250,000 593,750,000

If, and to the extent the Ordinary Shares underwritten are not subscribed and paid for in full by the closing date for the public subscription, the Underwriters in terms of the underwriting agreements will, within 10 working days of being called upon to do so by the Company, (i) subscribe and take up against full payment in cash or (ii) procure subscribers to subscribe and take up against full payment in cash, the shares remained unsubscribed subject to the maximum number of the shares underwritten by each of them. In opinion of the Directors, the resources of the Underwriters are sufficient to discharge their underwriting commitments.


48

4.2 UNDERWRITING COMMISSION

BOOK BUILDING PORTION

The Joint Book Runners will be paid underwriting commission at the rate of 0.25% of the

Book Building portion of the Issue.

PUBLIC PORTION

The Underwriters will be paid an underwriting commission of 1.50% of the amount underwritten by them. In addition, a take-up commission of 1.50% shall be paid to the underwriters on the value of shares taken up by them by virtue of their respective underwriting commitments/obligations.

4.3 BUY BACK / REPURCHASE AGREEMENT THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE

AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC

ISSUE.

ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY

BUY BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR

ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK/RE-PURCHASE

SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.

4.4 COMMISSION TO THE BANKERS OF THE ISSUE

Commission at the rate of 0.50% of the amount collected on allotment in respect of

successful applicants will be paid by the Company to the Bankers to the Issue for services

to be rendered by them in connection with the public issue, plus out-of-pocket expenses,

if any.

4.5 BROKERAGE

For this Issue, brokerage shall be paid to the TRE Certificate Holders of KSE, LSE and ISE at

the rate of 1.00% of the value of shares (including premium if any) on successful

applications of both Book Building and General Public Subscription. No brokerage shall be

payable in respect of shares taken up by the Underwriters by virtue of their underwriting

commitments.


49

4.6 ESTIMATED EXPENSE OF THE ISSUE

Expenses to the issue are estimated not to exceed PKR 63,586,084/- based on Floor

Price. The break-up of these preliminary expenses is given below:

Expenses to the Issue Rate Amount (PKR)

Underwriting Commission - Book Building* 0.25% 2,015,625

Underwriting Commission - General Public 1.50% 4,031,250

Take-up Commission - General Public 1.50% 4,031,250

Commission to Bankers to the Issue - General Public 0.50% 1,343,750

Commission to Bankers to the Issue - Book Building 2,500,000

Bankers to the Issue - Out of Pocket 285,000

TREC Holders of the Stock Exchanges 1.00% 10,750,000

Book Runners Fee 0.75% 6,046,875

Lead Management & Arrangement Fee 2.00% 21,500,000

Printing, Publication of Prospectus / Application Forms 3,000,000

KSE Listing Fee & Charges:

- Initial Listing Fee 831,410

- Annual Listing Fee 441,190

- Service Charges 50,000

LSE Listing Fee & Charges:

- Initial Listing

Fee

831,410

- Annual Listing

Fee

226,914

- Service Charges 50,000

ISE Listing Fee & Charges:

- Initial Listing

Fee

831,410

- Annual Listing

Fee

65,000

- Service Charges

10,000

KSE Software Charges for Book Building 500,000

CDC Annual Fees for Eligible Security 150,000

CDC Fresh Issue Fee 0.16% 1,720,000

SECP Application & Processing Fees 200,000

Legal & Professional Charges 1,000,000

Balloters & Share Registrar Fees etc. 175,000

Miscellaneous Costs 1,000,000

Total 63,586,084

* These amounts represent the maximum possible costs under these heads based on Floor Price


50

PART 5

5 HISTORY AND PROSPECTS OF THE COMPANY – OVERVIEW

5.1 COMPANY HISTORY

Al Shaheer Corporation Limited is a household name in Pakistan’s burgeoning formal meat

industry and is the only player in the formal meat industry with its own branded retail network.

The Company was Established in 2008 as a partnership and converted into a private limited

company on 29th of June 2012 with registered office at G5/5 3rd Floor, Mansoor Tower, Block-8

Shahrah-e-Roomi, Clifton, Karachi. The Company’s vision is to become a global leader in the halal

food sector, the Company has grown from humble beginnings into a company that occupies a

leading position as a fresh meat exporter and retailer in Pakistan.

Responding to increased consumer demand for halal meat products, the Company serves a wide

range of customers, both internationally and domestically. The Company exports fresh beef and

mutton to some of the largest distributors in the Middle East and operates a nationwide network

of meat shops, retailing fresh beef, mutton, poultry and ready to cook products of the highest

quality that consumers know and trust.

The Company’s meat processing facility is HACCP certified, which mandates strict monitoring of

each step of the food production process in order to control major food risks such as

microbiological, chemical and physical contaminants. HACCP has been endorsed by leading

international bodies such as the National Academy of Science and Codex Alimentarius as the best

process control system available today. In addition to this, the slaughtering facility has been

audited and approved for export by delegations from Saudi Arabia and UAE after they were fully

satisfied with the systems and quality controls at the Company’s abattoir. ASC also has a team of

dedicated and trained veterinarians that are tasked with maintaining quality assurance standards

at the facility.

With more than 550 plus employees and US$ 45 million in annual revenue, operations are

conducted in 3 business segments: Meat Exports, Meat Retail, Institutional Meat Sales and a

subsidiary company recently incorporated Al Shaheer Farms (Pvt.) Limited. The Company has

achieved a CAGR of 27% in the past 5 years in terms of revenue and is in the process of rapidly

expanding its corporate footprint.

Mission Statement

To become a GLOBAL LEADER in the FOOD INDUSTRY by providing HALAL and HYGIENICALLY

processed products to MANKIND.

Vision Statement

The Company’s vision is to become a leader in the global halal meat trade.


51

From a family business to a national corporation, the Company stands committed to serve the

needs of its customers and exceed their expectations.

Key Milestones

1. The Company was established in 2008 with a vision to become a leading exporter of Halal

meat from Pakistan. Started exporting to UAE.

2. Annual revenues grew at a steady pace reached at USD 5 million approx and the

Company witnessed significant financial growth by 2009.

3. The Company expanded into new markets in the Middle East by 2010. Turnover reached

USD 14 Million approx. Received the ISO 9000 certification and received an award for

export performance from Federation of Pakistan Chambers of Commerce & Industry

(FPCCI) the same year. The Company introduced its retail meat brand, Meat One in

Karachi, Pakistan.

4. The Company went on to become one of the largest meat exporters (USD 23 million out

of USD 150 million of total meat exports from Pakistan) from Pakistan by 2011. Annual

turnover reached USD 23 Million. The Company began exporting fresh meat to Bahrain,

Kuwait and Qatar. Achieved ISO 22000 certification and received an award for best export

performance for the year 2010-11 from FPCCI.

5. Annual turnover approached USD 29 Million by 2012. The Company was awarded Halal

Food Certification from SGS Pakistan. Hosted audits for the Saudi Food Authority (SAFDA)

of the abattoir in an effort to gain access to the Saudi Arabian market.

6. The Company was cleared to export to Saudi Arabia in 2013. Annual turnover increased

to USD 32 million. Major meat distributors of Saudi became company’s customer.

7. In 2014, the Company further penetrated into Saudi market. The annual turnover

increased to USD 45 million. A new local brand, catering to the mass market segment was

launched with the name of Khaas the same year. The Company expanded its retail

presence and opened outlets in Lahore and Islamabad.

Awards and Certifications

Al Shaheer Corporation Limited has received the following awards and certifications:

Certifications:

Al Shaheer currently possesses municipality licenses to export meat to some of the most

lucrative markets in the region, including Dubai and Saudi Arabia.

ISO 9001:2008 QMS

ISO 9001:22000 FSSC

HACCP

PS 3733:2013

JAKIM Halal Certificate


52

Awards:

The “Best Export Performance Awards” in 2009, 2010, 2012 and 2013 and 2014 in the

category of fresh and frozen meat from the FPCCI.

The “Safe Food 2009” and “Safe Food 2010” award by URS, for quality and hygiene of its

products and systems. The award has brought Al Shaheer in the list of quality food

manufacturers like Unilever and Nestle.

The “Best Emerging Brand of the Year 2009” award by the Exhibitor (Pvt.) Ltd.

Business Divisions and Product Overview

Export / Slaughter House

The export division is the primary segment of the Company, comprising 77% approx of the

topline in 2014. The Company is certified to export fresh meat to some of the largest

regional markets in the Middle East. For the export business segment, the Company sources

local cattle and slaughters them at its state of the art abattoir. The meat carcasses are

transported in specially designed refrigerated trucks from the factory to the airport and

subsequently delivered to international clients via air freight as per their orders and

requirements. The Company presently exports to UAE, Bahrain, Oman, Kuwait and Saudi

Arabia.

The fresh beef and mutton exports end up at some of the largest stores in the Middle East,

including LULU and Carrefour in Dubai. The Company’s abattoir has been inspected and

approved for export by inspection teams from the UAE, Saudi Arabia and Egypt and is ISO

9001:2000, ISO 9001:22000 and HACCP certified. Apart from the existing capacity to send

chilled and fresh meat via air freight to international clients, the Company added a de-

boning facility along with blast freezers to the abattoir. The Company can now export bone

less, frozen meat via sea to major regional markets as well.

The daily slaughtering capacity stands at 60 tons for beef and 80 tons for mutton, while

actual capacity utilization was 24 tons for beef and 6 tons for mutton respectively in 2014.

The spare capacity will be used to serve requirements of new customers.

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

2012 2013 2014

Export Sales PKR Mn


53

Meat One Meat One is a chain of specialty meat shops, introduced in 2010, after Al Shaheer saw

immense potential for modern and upscale butcher shops in a country where 95% of the

meat is sold through the “wet” market or road side butchers. Meat One represents a

paradigm shift in Pakistan’s meat sector and seeks to fully tap into a market segment that

actively seeks a hassle free and pleasant meat buying experience along with consistent

quality. Meat One provides quality meat with live butchery, and offers convenience via its

pre-packs while also offering marinated/ ready to cook products. Meat One is present in

Karachi, Lahore and Islamabad with plans to open outlets in other parts of the country as

well.

Khaas Khaas was introduced in 2013 and is the Company’s second retail brand aimed at the mass

market. Each Khaas outlet is custom designed and like Meat One, offers a clean and pleasant

meat buying experience. As a mass brand, the prices at the shop are extremely competitive

and almost at par with prevailing market rates for beef, mutton and chicken. Khaas Meat

stores are present in Karachi and Lahore with nationwide presence planned in the near

future.

Institutional Selling - B2B The Company’s institutional selling division serves local clients with bulk orders at cost

efficient rates. These clients range from multinational corporations and hospitals to caterers

and renowned restaurants that are looking for a one stop solution for their meat

procurement requirements. Notable clients include the Aga Khan University Hospital, Abbot

Pharmaceuticals, Pakistan Navy, Pizza Hut and Johnny Rockets.

Al Shaheer Farms Al Shaheer Farms (Private) Limited (incorporated in March 2015) will be an integral part of

the Company’s plan to vertically integrate its supply chain. The plan is to set up Pakistan’s

largest feedlot fattening farm in Thatta District, Sindh incorporating technology and best

practices in farm management to raise cattle specifically for the purpose of obtaining meat.

Eventually, the plan is to scale the farm and raise 8000 cattle heads every year for high

quality production of beef.

The livestock industry in Pakistan is very fragmented and age old. Livestock has been mostly

pursued by small farmers to meet their needs of milk, meat, eggs, food security and cash

income on daily basis. These farmers often bring their animals to cattle markets to sell them

for cash on a need basis. Thus, these cattle markets become selling points where


54

professional cattle traders buy cattle and then sell them to third parties including abattoirs

and local butcher markets.

The biggest drawback of this fragmented model is that the animals that are brought to these

markets are not reared for beef production. They do not have a lot of muscle mass and are

not ideal for the beef market. Likewise, the meat yield from these animals is insufficient. To

counter this, an intensive feeding operation is required that specializes in raising animals for

beef production. In this model, the cattle will be brought to the farm, in this case Al Shaheer

farms, through traditional means: either by a livestock trader, or purchased directly from the

farmer.

The cattle will be kept in the farms for a period of 90 days, where it will be fed hi-energy diet

in order to increase sellable meat with in the animal and increase meat yield. The resulting

animal would be beefier with better meat quality.

Once the animal is fattened, also called the finished cattle, it will be sent to the Company’s

abattoir to be slaughtered and for subsequent sale to either the local or export markets. The

farm will operate as a for-profit entity, with money made equaling to the difference in the

amount of sellable meat obtained minus the cost of feed. In other words, the profit per

animal will be equal to the value of the finished cattle minus the total cost. Cost includes

price of the cattle, feed cost, labor, and veterinary fees, fixed charges for buildings and

equipment and death loss.

It is expected that with this feedlot, Al-Shaheer will be able to get meat producing animals of

adequate size, required for specialized cuts and charge premium prices for its quality meat,

which would enhance profitability of the Company. Employment for the local community

will be created in the feedlot and additional jobs would also be created at the retail level.

Simultaneously, livestock farmers in the surrounding areas will have access to a more

consistent buyer offering better price (compared to open market sales) for improved breed

of livestock and enabling them to increase their income. On the other hand, Al-Shaheer will

also source various types of commodities, such as maize, rice polish, molasses etc. at the

feedlot. These commodities will have to be procured from the local community, thereby

creating a market for these products.

5.2 PRODUCTS

Fresh and chilled beef (both boneless and bone in) from cattles for export and local

markets

Fresh and chilled Mutton and Lamb for both local and export market with export weight

range of 8-12 kg in both fresh and frozen categories

Camel Meat for export as per orders in both fresh and frozen categories

Fresh chilled and Frozen Raw fish Range of Maintained and ready to cook meat items


55

5.3 EXPORT MARKET SIZE & OPPORTUNITIES

Meat export from Pakistan grew by 9.5% in fiscal year 20142, reaching a record high of

USD 230 million and there is plenty of evidence to suggest that there is further room for

growth. According to data from the Pakistan Bureau of Statistics, halal meat exports have

grown at a compound annualized growth rate of 29.1% from USD14 million in 2003 to

USD 230 million in FY 2014. The bulk of this export is red meat, especially beef. The

Company would like to consolidate its position in its existing export markets and actively

seek approvals to export to other regional markets, such as Malaysia, China, Egypt and

Russia.

5.4 LOCAL MARKET SIZE & OPPORTUNITY

The Company’s local brands, Meat One and Khaas, operate in an industry that is regularly

challenged by disease, poor quality standards an uncertain regulatory and tax

environment and a retail market where 95% of the meat is sold through the “wet” market

or road side butchers. Both brands represent a paradigm shift in Pakistan’s meat industry

as the concept of an upscale specialty meat shop is very novel relative to local standards.

Traditionally, the road side butcher has held the lion’s share of the local meat market.

Consumers in Pakistan are becoming aware and wary of the blatant lack of hygiene and

cleanliness at these road side shops and are willing to adopt an alternative. However,

they have limited choice at the moment. Meat One and Khaas both seek to fully tap into

this market segment, one that is actively seeking a hassle free and pleasant meat buying

experience along with consistent quality.

The Company’s marketing efforts are geared towards SEC (Socio Economic Class) A and B.

According to research, 9% of Pakistan’s population falls under the SEC A segment, while

12% falls under the SEC B classification. The local market size for Meat One and Khaas can

be estimated taking into account the following market size:

Given the afore-mentioned market size, local brands have room for exponential revenue

growth. In order to capitalize on this, the Company is actively seeking to expand into

urban centers of the country, by opening additional retail shops at prominent locations.

2 http://www.pbs.gov.pk/trade-tables

SEC Group Total Population Per Capita Availability Market Size (Volume in Kgs) Market Size (Value) in PKR Market Size (Value) in $

A 16.12 million 278.39 million 111.35 bill ion 1.1 bill ion

B 21.5 million 371.30 million 148.5 bill ion 1.4 bill ion

Total 37.62 millions 649.69 million 259.87 bill ion 2.5 bill ion17.27 Kg


56

5.5 RISK FACTORS

5.5.1 Supply Chain Disruption for Export Markets

Potential bottlenecks can incur during transportation via air due to reduction in number

of flights to the Middle East.

The Company has established relationships with various airlines for their cargo capacities

so that if one airline is unable to deliver the products, the product can be shifted to

another airline. Also, any product which cannot be exported due to limited available air

transport capacity can be directed to retail outlets for local sales.

5.5.2 Competition

Competition from other players both in the export and local markets can potentially

squeeze margins.

In the export markets, Pakistan’s close proximity to the Middle Eastern market provides it

an advantage over other countries. Plus, since 50% of the agriculture GDP is contributed

by livestock, Pakistan is competitive in terms of pricing and quality which allows the

Company to export good products at a competitive price.

In the local markets the Company is providing better quality and hygienic meat with add

on services such as free home delivery. The retail outlets are also strategically located for

ease of purchase for the customers. Additionally, the Company is also introducing an

increased range of products including marinated meats and processed meats to enhance

their brand equity and customer retention.

5.5.3 Livestock Disease

Outbreak of livestock disease can negatively impact the Company’s supply chain and

demand for products, especially in the international markets.

The Company is in the process of vertically integrating so as to have its own supply of

cattle, with strict quality controls so that supply is not disrupted in the event the local

cattle market is infected with a disease. Additionally, the Company is looking to increase

its revenue share from local market sales, so as to reduce dependence upon the export

market.

5.5.4 Trade Barriers

Imposition of ban on meat exports by Pakistan government or trade barriers by countries

which are primary markets for export sales.


57

The Company is in the process of increasing its footprint in the export markets so that it is

not largely dependent on one or a few countries. Currently, Egypt is a large and growing

market which the Company is looking to cater too.

5.5.5 Under Subscription Risk

This is the risk that the public issue may get under-subscribed on account of lack of

investor’s interest.

The issue is priced at PKR 43/- per share. the cut-off price of the offer will be determined

by the demand for the shares in the book building process. This coupled with the strong

profile of the sponsors, management profile and performance of the company, reduces

the probability of under-subscription. The public issue is fully underwritten by

commercial banks and other financial institutions.

5.5.6 Capital Market Risk

Price of shares will depend on the stock market behavior and performance of the

company. hence, price may rise or fall and result in increase or decrease in the value of

the shares.

Although the rise or fall in the market price is mainly driven by the market forces,

however from investor’s point of view, share price is driven by strong financial

performance. We believe that given the company track record, it is likely to perform well

in the future due to its experienced management, strong group profile and proven track

record.

Note: It is stated that all material risk factors have been disclosed and that nothing has

been concealed in this respect.


58

PART 6

6. FINANCIAL INFORMATION

6.1 AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF AL SHAHEER CORPORATION LIMITED


59


60


61


62


63


64


65


66


67


68


69

6.2 SHARE BREAK-UP VALUE CERTIFICATE


70

MANAGEMENT NOTE ON BREAK-UP VALUE OF SHARES POST-RIGHT AND BONUS ISSUE

Particulars PKR

Issued Subscribed and Paid up Capital 665,410,160

Unappropriated Profit 228,664,718

Shareholders Equity 894,074,878

Revaluation Surplus 228,864,968

Shareholders Equity with Revaluation Surplus 1,122,939,846

Break up value Per Share without Revaluation Surplus 13.44

Break up value Per Share with Revaluation Surplus 16.88


71

6.3 AUDITORS’ CERTIFICATE ON ISSUED, SUBSCRIBED AND PAID-UP CAPITAL


72


73

6.4 SUMMARY OF FINANCIAL HIGHLIGHTS AND RATIOS FOR PRECEDING YEARS

Financial Highlights

(Amount in PKR mn) 2012 2013 2014 HY - 2015

Income Statement

Sales - Net 2,344 3,118 4,438 2,267 Cost of Goods Sold 2,078 2,761 3,896 1,906 Gross Profit 265 357 541 360 Operating Profit 136 146 165 141 Finance Cost 54 38 78 43 Profit Before Tax 64 107 87 97 Profit After Tax 47 76 73 115 Earnings Per Share* 0.71 1.1 1.1 1.7

Balance Sheet

Non-Current Assets 352 526 1,055 1,109 Current Assets 238 440 808 839 Total Assets 591 967 1,863 1,948 Issued, Subscribed and Paid-up Capital 315 260 260 287 Unappropriated Profit - 79 156 284 Share Premium - - - 163 Surplus on Revaluation of Fixed Assets - 24 242 229 Advance Against Future Issue of Capital - 129 211 - Long Term Liabilities - 10 132 94 Current Liabilities 276 465 862 890 *based on Pre-IPO shares of 66.50mn

Financial Ratios

2012 2013 2014 HY - 2015

GP Margin 11.3% 11.4% 12.2% 15.9% PBT Margin 2.7% 3.4% 2.0% 4.3% PAT Margin 2.0% 2.4% 1.6% 5.1% Book Value Per Share (PKR)* 12.10 13.97 25.29 33.51 No of Shares (in mn)*** 26.00 26.00 26.00 28.75 ROE ** N/A 24% 15% 26% ROA ** N/A 13% 8% 12%

* based on shares outstanding in that fiscal year & without advance against shares

** 1HFY15 numbers have been annualized

*** the Issued, Subscribed and Paid-up Capital for the year 2012 represents partnership capital for Association of Persons, therefore, 26mn shares have been used to facilitate comparison


74

6.5 MANAGEMENT ACCOUNTS OF AL-SHAHEER FARMS (PRIVATE) LIMITED

AL SHAHEER FARMS (PRIVATE) LIMITED

BALANCE SHEET

AS AT 31 MARCH 2015

ASSETS Note ~--Rupees--

NON CURRENT ASSETS

Property Plant and Equipments 4 50,294,448

Intangible assets -

50,294,448

Long term Deposit -

Deffered tax Assets -

TOTAL NON CURRENT ASSETS -

CURRENT ASSETS

Stock in Trade -

Trade Debts -

Loan and advances 19,456,814

Short term Prepayments -

Other Receivables -

Cash and bank Balances -

TOTAL CURRENT ASSETS 19,456,814

TOTAL ASSETS 69,751,262

EQUITY AND LIABILITIES

SHARE CAPITAL AND RESERVE

Authorised capital

10,000,000 ordinary shares of Rs. 10/- each 100,000,000

Issued, subscribed and paid-up capital 5 70,000,000

Reserves (645,263)

TOTAL SHAREHOLDERS'S EQUITY 69,354,737

NON CURRENT LIABILITIES

Deffered Liabilities -

Long term Financing -

TOTA NON CURRENT LIABILITIES -

CURRENT LIABILITIES

Trade and others Payable 396,525

Short Term Borrowing -

396,525

TOTAL EQUITY AND LIABILITIES 69,751,262


75

PART 7

7 MANAGEMENT OF THE COMPANY

7.1 BOARD OF DIRECTORS OF THE COMPANY

S.No Name Designation Directorships in other Companies

1 Mr. Kamran Ahmed Khalili House # 258, Beach Street 2 Phase-VIII, D.H.A., Karachi

Chief Executive Officer - Al Shaheer Farms (Pvt.) Limited

2 Mr. Muhammad Ali Flat No. 103, Amna Homes Gurumandir, Karachi

Director - Converge Technologies (Pvt.) Limited - Inbox Business Technologies (Pvt.) Ltd - AllAgro Real Estate (Pvt.) Limited

3

Mr. Noorur Rahman Abid Dera Abbas Ali Shah, Daak Khana Bagh o Bahar, Chak No 033/B, Tehsil Khanpur, Zila Rahim Yar Khan

Director - Meezan Bank Limited

4 Mr. Adeeb Ahmed 23-B, 3rd Gizri Street Phase IV, D.H.A, Karachi

Director None

5

Mr. Qaysar Alam Flat No. 702, Block I Creek Vista, Phase 8 D.H.A, Karachi

Director - AaramShop Pakistan (Private) Limited

6

Mr. Rizwan Jamil House No. 3-A/1 Phase 1, D.H.A Karachi

Director None

7

Ms. Rukhsana Asghar House No. 81/1, Street No. 8 Khayaban-e-Badar Phase VI, DHA, Karachi

Director - Fulcrum (Pvt) Limited

8 Mr. Naveed Godil 44/2, Khayaban-e-Muslim, Phase-VI, D.H.A. Karachi

Director - Universal Packaging (Pvt.) Limited - 14th Street Pizza (Pvt.) Limited - Apex Securities (Pvt.) Limited

7.2 OVERDUE LOANS

There are no overdue loans (local or foreign) on the Company or its Directors.

7.3 DIVIDEND PAYOUT BY GROUP LISTED COMPANIES

None of the group companies are listed on the stock exchanges.


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7.4 INFORMATION IN RESPECT OF COMPANIES LISTED ON STOCK EXCHANGE IN WHICH DIRECTORS ARE HOLDING DIRECTORSHIP

Dividend Declared Last Five Years

2014 2013 2012 2011 2010

1. Meezan Bank Limited 27.5% 20% 15% 10% Nil

7.5 PROFILES OF DIRECTORS

Mr. Kamran Ahmed Khalili - Chief Executive Officer

Mr. Kamran Ahmed Khalili holding MBA degree is the CEO and the Chairman of Al

Shaheer Corporation Ltd. It was his vision to establish a halal meat processing company.

Kamran Khalili took the initiative and started Al Shaheer Corporation Limited from

scratch. He has played a key role in the establishment and growth of Al Shaheer

Corporation Limited.

Prior to Al Shaheer, Mr. Kamran was the member of Karachi Stock Exchange for around

10 years and CEO of Fortune Securities (Pvt.) Ltd. He has also worked as an Investment

Banker in MCB Bank Limited.

After receiving a great response from international exports, Mr. Kamran felt the need to

benefit local people with export quality meat products. In accomplishment of this vision,

he took the initiative to introduce a concept meat shop in the local market with the brand

name Meat One and Khaas.

Mr. Kamran is an MBA from Philippines.

Mr. Muhammad Ali Ghulam Muhammad - Director

Mr. Muhammad Ali, holding an MBA degree, is an accomplished professional and

businessman having worked with distinction in both domestic and internationally reputed

organizations like Citibank N.A., Smith New Court Securities London, Indosuez W. I. Carr

Securities, Three Sixty Degreez LLC USA and Synergy Management Consulting LLC Dubai.

Mr. Ali is the founder shareholder of Inbox Business Technologies, Converge

Technologies, All Agro Real Estate and Al-Shaheer Corporation Limited. Mr. Ali has also

served as Chairman of Securities and Exchange Commission of Pakistan and as Director

on the Boards of Karachi Stock Exchange and Engro Chemicals.

Mr. Noorrur Rahman Abid - Director

Mr. Noor is a Fellow Chartered Accountant from Institute of Chartered Accountants in

England and Wales. He started his career in 1976 in UK, with KPMG. He has more than 35

years of experience in the profession, across Europe, Middle East and Africa, of which last

25 years have been in various leadership roles as Audit Partner.


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He joined Ernst & Young in 1979 in Jeddah, Saudi Arabia and moved to Kuwait in 1986. He

was admitted to partnership in 1987. He rose to the post of Office Managing Partner in

charge of the Bahrain practice in 1993 with overall responsibility for Assurance, Advisory,

Tax and Transaction service lines. Mr. Noor was named the Assurance Leader for Middle

East and North Africa region in 1999. Under Mr. Noor’s leadership, Ernst & Young audit

practice has grown from US$ 35 million in 1999, to US$ 210 million in 2012. He was also

directly involved in promoting various Corporate Social Responsibility programs at Ernst &

Young. He took retirement in June 2012.

Mr. Noor has been involved in advising a number of clients – including industrial and

commercial companies, retail and investment banks, Islamic banks and sovereign wealth

funds – on accounting matters, guidance on controls framework and governance

considerations. In this capacity, he regularly engaged and advised the board members,

audit committees and senior management of clients across the region. He has had a

particular focus on the Islamic banking Industry.

Mr. Noor was declared the winner of the World Islamic Banking Conference 2012

Industry Leadership Award in recognition of his contribution to Islamic Banking.

Mr. M. Qaysar Alam - Director

Mr. Alam is the President of AaramShop Pakistan (Private) Limited, an online grocery

shopping network. He is on the Boards of GS1, Al Shaheer Corporation Limited and

Member Pakistan Advisory board ISCEA. He is the President of Supply Chain Association

of Pakistan.

Mr. Alam is a consultant, a well-known trainer and speaker at various business schools

and forums. He worked for 29 years at Unilever Pakistan, and took an early retirement in

June 2012. At Unilever, he served as Vice President for 8 years, responsible for Unilever’s

Supply Chain strategies and operations, and was on the Board of Directors, Member of

Audit committees and Management Committee. He was the key architect of Unilever

Pakistan’s supply chain structure and processes making it forward looking, achieving

efficiency in speed, service and cost. He led the team to meet company’s aggressive

growth plan and prepared for the future challenges by adding and training new resources

with key process changes. He also led the team to implement SAP at Unilever Pakistan

and Bangladesh. Mr. Alam also designed 3 regional manufacturing excellence networks

while working at Unilever Asia business group at Singapore.

Mr Alam is an experienced JIPM qualified TPM instructor, was part of the global network

and led company’s manufacturing excellence program improving Productivity, Quality

and Safety. TQM is one of his core strength; he was trained by Quest Australia. He is a

trained quality auditor and was involved with audits and guidance to other countries as

well.


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Earlier he has worked at Exxon Pakistan, ARAMCO SA and taught Petroleum engineering.

He has a Masters in Chemical Technology and has also studied Nuclear Engineering.

Ms. Rukhsana Asghar - Director

Ms. Rukhsana is the Founder and CEO of Fulcrum Business Consulting. She is responsible

for providing leadership and strategic direction for the company.

For more than 30 years, Ms. Rukhsana has been at the forefront in the field of Human

Resources in Pakistan and is one of the leading Human Resource professionals with core

experience in senior Human Resource positions with top multinational companies

(Unilever, Citibank and UBL) coupled with management consulting experience in the local

corporate, multinational and public sectors.

She has a number of ground-breaking HR initiatives to her credit including being the first

to introduce the concept of elevating the Human Resource function to the position of

equal business partner with equal responsibilities and accountability for overall business

results. She is also personally responsible for introduction of third party staffing into

commercial banking to help control headcount and staffing costs.

She is well known in the local industry and also recognized internationally. She has a

proven ability for implementation of large-scale projects pertaining to an array of Human

Resources disciplines including strategic planning and implementation of best practices

both locally and overseas.

Ms. Rukhsana holds a BA (Hons) Degree in International Relations & a Bachelor of Law

Degree from the University of Karachi.

Mr. Rizwan Jamil - Director

Mr. Rizwan Jamil is a Change Catalyst. He has a track record of having effectively turned

around businesses under pressure to deliver sustained profitable growth. He has been

instrumental in bringing about organizational and cultural changes in the companies he

has worked in, improving speed & effectiveness. Passionate about teamwork, Mr. Rizwan

enjoys a strong reputation of building diverse and highly effective teams that deliver.

His initial schooling was at St. Patrick’s and Karachi Grammar Schools. He completed his

MBA in 1985 from the Institute of Business Administration, University of Karachi.

22 years with Unilever, Mr. Rizwan has gathered a rich experience of Marketing, Sales

and Business Management across a large number of business categories. He was

instrumental in turning around power brands like Surf and Lipton and is responsible for

creating much remembered advertising campaigns for these brands and others. He led

the team that pioneered “Lux Style Awards” in Pakistan. In his last six years at Unilever,


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Mr. Rizwan was Head of the Tea Business Unit. With Unilever, he also worked in Sri Lanka

for nearly 4 years.

Mr. Rizwan brought his passion for brands to his current role at Lafarge Pakistan. Lafarge

is a Paris based MNC, a global leader in providing innovative construction solutions.

Heading Marketing, Business Strategy & Innovation, Mr. Rizwan has taken on the

challenge of creating brands and bringing innovation to an otherwise commodity

industry. A past Chairman of Pakistan Advertisers Society (PAS), Mr. Rizwan has been on

the PAS Advertising Awards jury since its inception 4 years ago.

Mr. Adeeb Ahmed - Director

Mr. Adeeb has over 25 years of working experience in private equity, fund management,

investment banking, corporate finance and Islamic finance. He was one of the earliest

entrants in the private equity industry in the region with the last 15 years dedicated to

private equity investments and fund management exclusively focused on various Islamic

countries in the Middle East, North Africa, South Africa and South East Asia.

Currently, he is involved in the development and establishment of the ICD Food &

Agribusiness Fund - a pioneering initiative focused on the development of the food and

agribusiness sector in the various Islamic countries while generating commercial returns.

The fund is sponsored by the Islamic Corporation for the development of the private

sector (ICD), a member of the Islamic Development Bank Group. Rabobank, the world’s

leading food and agribusiness focused financial institution, is the Knowledge Partner. Mr.

Adeeb leads the fund’s management team comprising investment professionals with

extensive in regional private equity and the food sector.

Earlier, Mr. Adeeb led or played key roles in the successful development, establishment

and management of sizable regional private equity funds focused on the infrastructure

and related sectors covering various Islamic countries. He spearheaded these funds’

investment and exit programs, oversaw their operations and administration and

generated active returns.

He has a deep understanding and practical working knowledge of all aspects of the

regional private equity industry and a network of key working relationships with a

number of leading public and private sectors, project partners, industry operators,

investment banks and advisors operating in the region.

Mr. Adeeb’s earlier engagements included assignments in Islamic finance, investment

banking and capital markets with ANZ Investment Bank and ABN AMRO in Bahrain and

Muslim Commercial Bank bear Stearns Jahangir Siddiqui, Citibank and ANZ Grindlays Bank

in Pakistan.


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He has a M.Sc. in Finance & Accounting from the London School of Economics, UK and

MBA from the Institute of Business Administration, Karachi.

Mr. Naveed Godil - Director

Mr. Naveed Godil is a director of Al Shaheer Corporation Limited. He completed his

graduation in commerce from University of Karachi, Pakistan in 1993. He is currently

partner at AL Waha Marble LLC. Manufacturing of Marble, Chief Executive Officer and

major shareholder in Universal Packaging Company (Pvt) Limited, Director of 14th Street

Pizza Company Pakistan, Pizza Delivery Food chain, Director of Al Shaheer Meat One,

Distributors/Retailer of Halal Meat. CEO of Dazzle JAFCO, Retail diamond jewelry

business, M/S Naft Pvt. Limited, Franchise Subway in Pakistan and Director/ Chief

Operating Officer of Fourtune Securities Pvt. Limited from 2000 to 2006.

7.6 PROFILE OF KEY MANAGEMENT

Mr. Muhammad Ali Yousuf - Chief Financial Officer

Mr. Muhammad Ali Yousuf is the Chief Financial Officer at Al Shaheer Corporation

Limited. He is an Associate Chartered Accountant and brings with him more than 14 years

of experience.

Mr. Muhammad Ali Yousuf has served at KPMG for almost a decade on various positions

within Pakistan and in the Middle East. His work consisted of conducting statutory audits,

due diligence exercises and reporting on internal controls for a number of organizations.

He has also worked for Pakistan Reinsurance Company, where he was responsible for its

Finance & Accounts, Investments and Tax Department. His experience was further

extended in KASB as Head of Corporate Planning and Company Secretary. His last

assignment before Al Shaheer Corporation Limited was with Advisory in Associates as

Head of Corporate Services and Finance.

Mr. Muhammad Ali remained involved in developing IT department and capacity building

of factory operations, export operations and supply chain functions of the Company.

Mr. Mohammed Ashraf - Company Secretary

Mr. Ashraf joined Al Shaheer Corporation Limited as Company Secretary. He is looks after

the Company’s Corporate Affairs and enlisting of the organization as Public Limited

Company. Mr. Ashraf is qualified from Association of Certified Chartered Accountant

(ACCA).

Mr. Ashraf has professional exposure of more than 20 years as Company Secretary, CFO

and Tax Advisor in different foreign & local concerns across Middle East and North Africa

(MENA Region) and Pakistan.


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Mr. Osama Javed Usmani - Head of Human Resources

Mr. Osama Javed Usmani is the Head of Human Resource in Al Shaheer Corporation

Limited. Prior to this, he worked as Group Head - Human Resource for Pak-Qatar Takaful

Group, where he established Organization structure, HR policies and procedures and

implemented SAP – HCM.

He also worked in Time Lenders, a management consultancy firm, where he got the

experience of Training and Event Management, and attended a number of world

renowned training programs related to Leadership, Strategic Visions, etc. Further, he

bears the experience of working with local and multinational logistics solution providers,

where he looked after business development and strategies. Mr. Osama completed his

MBA from IBA in 2005. He is also a certified Neuro-Linguistic Programming Practitioner

and Yellow belt in Six Sigma.

Mr. Adnan Hussain - Assistant General Manager - Retail & Marketing

Mr. Adnan is currently engaged with the company as Assistant General Manager – Retail

Operations & Marketing. He did his MBA in Marketing from IBA in 2002 and he was

associated with Brand Brigade as COO. He brings in rich experience of working with

Proctor & Gamble mostly in Sales. He has also played his part in launching of Warid

Telecom.

He is a seasoned sales professional with experience across industries and portfolios.

Having worked in different industries, he has been instrumental in new business launches

and category turnarounds from Service to FMCG, from consumer essentials to luxury

brands.

Mr. Shahnawaz Akber Ansari - Senior Manager - Factory

Mr. Shahnawaz looks after the factory of Al Shaheer Corporation Limited. Prior to joining

the Company, he has worked in various concerns in Administration, Production and

Procurement, for a period accumulating to twenty years. He has been with the Company

since its inception where he started his career as Procurement Manager.

Mr. Adnan Budhani - Head of Operations

Mr. Adnan Budhani looks after Meat One operations. In addition to this, Mr. Adnan is also

involved in developing business plans, and improving company’s technology

infrastructure. He was also responsible for the launch of Khaas Meat. Adnan is an MBA

from Lahore University of Management Sciences (LUMS) and is also a Candidate for CFA

level III examination.


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Prior to MBA, Adnan worked in TPS Pakistan (Pvt.) Ltd as Software consultant. He did his

graduation from NUCES- FAST in faculty of Computer Science.

Mr. Syed Namood Ali Qabil - Head of Institutional Sales

Mr. Syed Namood Ali Qabil is heading Company’s Institutional Sales Department. An IBA

post graduate, he brings with him more than ten years of rich and diversified experience

from different sectors including media, telecom, and FMCG.

Prior to joining Al Shaheer, Mr. Namood worked with Aaj TV, Mobilink, and Habib Oil

Mills, within marketing functions. In addition to this, he also has experience working for

advertising and brand activation agencies like Bulls Eye and National Marketing Services,

under various capacities.

Mr. Shoaib Saleem - Head of IT & Systems

Mr. Shoaib Saleem is currently heading IT & Systems department of the company. He

holds a Masters Degree in Computer Sciences. Mr. Shoaib was previously associated with

Addvantum Innovative Technologies and was deputed to Royal Saudi Air Force as

Manager Project.

Mr. Shoaib has almost 13 years of experience in Information Technologies & Systems in

different positions. He has handled different Projects from ERP implementations to In

house Software development and building Database infrastructure at CDC, KASB Bank,

Ora-Tech Systems and Venus Distributors.

Mr. Muhammad Merajuddin - Senior Manager - Administration

Mr. Muhammad Merajuddin is currently working as Senior Manager – Administration. He

has been associated with the Company for more than four years in different capacities

from Administration to Project Management. Mr. Merajuddin has done his Bachelors

degree in Commerce from University of Karachi.

Mr. Merajuddin has previously served Junaid Jamshed (Pvt.) Ltd. as National Sales

Manager prior to joining Al Shaheer Corporation Ltd. He has very enriching working

experience in very prominent retail brands of Pakistan in different capacities.

Mr. Kamil Iqbal - Manager Operations - Khaas Meat

Mr. Kamil Iqbal is working as Manager Operations for Khaas Meat and looking after 14

outlets in Karachi and 4 in Lahore. He has obtained Master’s Degree from Foundation

University Islamabad.


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He was previously working for Metro Habib Cash & Carry Pakistan as Store Manager. Mr.

Kamil has almost 11 years of experience in Food and Retail business. Before Metro, he

was associated with McDonald’s and Aladin Foods in different positions.

7.7 NUMBER OF DIRECTORS

Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not

have less than seven directors. At present the Board consists of 8 Directors, including the

Chief Executive Officer.

7.8 QUALIFICATION OF DIRECTORS

No person shall be appointed director of the Company who is ineligible to be appointed

as director on any one or more grounds enumerated in Section 187 of the Companies

Ordinance, 1984 or any other law for the time being in force.

7.9 REMUNERATION OF THE DIRECTORS

Pursuant to Clause 68 of the Articles of Association of the Company, unless determined

by the Company in General Meeting, every Director (including an alternate Director) shall

be entitled to a fixed meeting fee and reimbursement of reasonable expenses incurred in

consequence of his attendance at the meeting of the Directors, or of Committees of

Directors. Each Director is paid a fixed meeting fee of PKR 75,000 per meeting and

directors of the Committee of Directors are paid PKR 45,000 per director per meeting.

No remuneration is payable to non-Executive Directors. However, Executive Directors,

performing whole time duties, are paid remuneration as per the approval by the Board of

Directors.

7.10 BENEFITS TO PROMOTERS AND OFFICERS

No benefits have been paid or given during the last year or is intended to be paid or given

to any promoter or to any officer of the Company other than as remuneration for services

rendered as whole-time executive of the Company.

7.11 INTEREST OF DIRECTORS

The directors may be deemed to be interested to the extent of fees payable to them for

attending Board meetings. The Directors performing whole time services in the Company

may also be deemed interested in the remuneration payable to them by the Company.

The nominee directors have interest in the Company to the extent of representing the

sponsors in the capital of the Company.


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7.12 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY None of the Directors of the Company had or has any interest in any property acquired by

the Company or proposed to be acquired by the Company.

7.13 ELECTION OF DIRECTORS

The Directors of the Company are elected for a term of three years in accordance with

the procedure laid down in section 178 of the Ordinance.

The Directors shall comply with the provisions of Sections 174 and 178 and Section 180

and 184 relating to the election of Directors and matters ancillary thereto. Subject to the

provisions of the Ordinance, the Company may from time to time increase or decrease

the number of Directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the Directors,

but the person so appointed shall be subject to retirement at the same time as if he/she

had become a Director on the day on which the Director in whose place he/she is chosen

was last elected as Director.

The Company may remove a Director in accordance with the provisions of the Ordinance.

The present directors were elected as given below and have been elected for a period of

three (3) years.

7.14 VOTING RIGHTS

At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is

demanded, be decided on a show of hands unless a poll is (before or on the declaration

of the result of the show of hands) demanded. Unless a poll is so demanded, a

declaration by the chairman that resolution has, on a show of hands, been carried, or

carried unanimously, or by a particular majority, or lost, and an entry to that effect in the

book of the proceedings of the Company shall be conclusive evidence of the fact, without

proof of the number or proportion of the votes recorded in favour of, or against, that

resolution.

1 KAMRAN AHMED KHALILI 31-Oct-13 30-Oct-16

2 NAVEED GODIL 20-Feb-15 19-Feb-18

3 MUHAMMAD ALI 31-Oct-13 30-Oct-16

4 NOORUR RAHMAN ABID 31-Oct-13 30-Oct-16

5 ADEEB AHMAD 8-Aug-14 7-Aug-17

6 QAYSAR ALAM 8-Aug-14 7-Aug-17

7 RIZWAN JAMIL 8-Aug-14 7-Aug-17

8 RUKHSANA ASGHAR 20-Feb-15 19-Feb-18

No. Folio Name Date of Appointment Date of Retirement


85

A poll may be demanded only in accordance with the provision of Section 167 of the

Ordinance. If a poll is duly demanded, it shall be taken in accordance with the manner

laid down in Section 167 of the Ordinance and the result of the poll shall be deemed to be

resolution of the meeting at which the poll was demanded.

7.15 AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE

Auditors of the Company are appointed and their duties are regulated in accordance with

Section 252 to Section 260 of the Ordinance. Accordingly, the Audit Committee of the

Board has been formed to comply with the Code of Corporate Governance, Which

comprised of the following directors:

Mr. Noorur Rahman Abid (Chairman and Non-executive Director)

Mr. Qaysar Alam (Non-executive Director)

Mr. Muhammad Ali (Non-executive Director)

7.16 INTERNAL AUDIT

The Board of Directors has setup an effective internal audit function managed by suitable,

qualified and experienced personnel who are conversant with the policies and

procedures of the Company and are involved in the internal audit function on a full time

basis.

7.17 HUMAN RESOURCE AND REMUNERATION COMMITTEE

The Company has formed Human Resource and Remuneration Committee comprising of

the following members:

Ms. Rukhsana Asgher (Chairperson)

Mr. Noorur Rahman Abid (Non-executive Director)

Mr. Adeeb Ahmad (Non-executive Director)

7.18 BORROWING POWERS

The Directors may from time to time at their discretion borrow and secure the payment

of any sum or sums of money for the purposes of the Company and may themselves lend

to the Company on security or otherwise subject to the provisions of Companies

Ordinance, 1984.

7.19 POWERS OF DIRECTORS

The business of the Company shall be managed by the Directors, who may pay all

expenses incurred in promoting and registering the Company, and may exercise all such

powers of the Company as are required to be exercised subject to the Ordinance, the

Articles of Association of the Company and any regulations prescribed by the Company in

the General Meeting.


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7.20 INVESTMENT IN SUBSIDIARIES

Al Shaheer Farms (Private) Limited incorporated in Karachi on March 2, 2015. The

shareholding pattern is as follows:

Further details on the subsidiary have been provided in Section 5.1

7.21 INVESTMENT IN ASSOCIATED COMPANIES

The Company has not sponsored nor acquired any Company nor has any resolution been

passed for sponsoring or acquiring any associated Company under Section 208 of the

Ordinance.

7.22 REVALUATION OF FIXED ASSETS

The Company performed revaluation of fixed assets on 30th June 2012 and 30th June

2014 through independent valuation of Iqbal Nanjee & Co. and Sadruddin Associates. As

of 1HFY15 the revaluation of fixed assets, net of deferred tax amounted to PKR

228,864,968 with the revalued amounts for the fixed assets, given below.

Name of Shareholder No of Shares %

Al Shaheer Corporation Limited 3,569,500 51%

Kamran Ahmed Khalili 500 0%

Shabbir Haider Mirza 3,430,000 49%

Total 7,000,000 100%

Asset Category Land

Revaluer Iqbal Nanjee & Co

Address of Revaluer 301-303, 3rd Floor, Commerce Center, Hasrat Mohani Road,

Karachi - 74000

Date of Revaluation 30th June 2012

Locations 5th Floor, Mansoor Tower, Plot No.G5/5, Block 8 KDA Scheme

No.5 Kehkashan, Clifton, Karachi

Amount as per Valuation Report 39,000,000

Amount as per Audited Accounts 39,000,000


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7.23 CAPITALIZATION OF PROFIT

The Company has issued 35,600,341 Ordinary shares of face value PKR 10/share as Bonus

issue on 20-Feb-2015 against reserves. Other than these shares there has been no

capitalization of reserves since the incorporation of ASC.

Asset Category Land

Revaluer Iqbal Nanjee & Co

Address of Revaluer

301-303, 3rd Floor, Commerce Center, Hasrat Mohani Road,

Karachi - 74000


Locations Plot No 43C and 45C at Badar Commercial Street 7-A Phase 5

Extension DHA Karachi


Amount as per Audited Accounts 30,000,000

Asset Category Land, Building and PPE

Revaluer Sadruddin Associates

Address of Revaluer Suite # 1004, 10th Floor, Business and Finance Center, Opp

State Bank of Pakistan I.I Chundrigar Road, Karachi


Locations No. 348 Deh Shah Mureed, Tappo Songal, Gadap Town,

Karachi


Amount as per Audited Accounts * 467,647,738

* difference is due to addition in assets post valuation

Asset Category Equipment, Furiniture, Vehicles and Accessories at outlets

Revaluer Sadruddin Associates

Address of Revaluer Suite # 1004, 10th Floor, Business and Finance Center, Opp

State Bank of Pakistan I.I Chundrigar Road, Karachi


Locations 9th Commercial DHA Khayaban-e-Sehar DHA, Khayaban-e-

Shamsheer DHA, Boat Basin Clifton, Bahadurabad, Binori

Town, Gulshan-e-Iqbal Hydri North Nazimabad, KDA Scheme

& Malir Karachi


Amount as per Audited Accounts * 155,008,664

* difference is due to addition in assets post valuation


88

PART 8

8 MISCELLANEOUS INFORMATION

8.1 REGISTERED OFFICE / CORPORATE OFFICE

Al Shaheer Corporation Limited

Suite No G5/5 3rd Floor Mansoor Tower, Block 8 Shahrah-e-Roomi, Clifton Karachi

8.2 MAJOR BANKS OF THE COMPANY

1. Habib Metropolitan Bank

2. Standard Chartered Bank

3. Meezan Bank Limited

4. Askari Bank Limited

5. Dubai Islamic Bank Limited

6. Summit Bank Limited

8.3 AUDITORS OF THE COMPANY

Ernst & Young Ford Rhodes Sidat Hyder

Chartered Accountants

Progressive Plaza, Beaumount Road

P.O. Box 15541, Karachi 75530

Karachi

8.4 BANKERS TO THE ISSUE

1. Askari Bank Limited

2. Bank Alfalah Limited

3. Dubai Islamic Bank Limited

4. Faysal Bank Limited

5. Habib Bank Limited

6. Habib Metro Bank Limited

7. MCB Bank Limited

8. Meezan Bank Limited

9. Soneri Bank Limited

10. Summit Bank Limited

11. United Bank Limited


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8.5 BANKER TO THE ISSUE FOR BOOK BUILDING

Summit Bank Limited Arif Habib Centre 23 - M.T. Khan Road Karachi

8.6 LEGAL ADVISORS OF THE COMPANY

Ms. Fehmida Shaikh Shabbir Suite No. 511, Regal Trade Square M.A. Jinnah Road Karachi Telephone: +92 32722849 Fax: +923 2750448

8.7 LEGAL ADVISOR TO THE ISSUE

Mohsin Tayebaly & Co. | Corporate Legal Consultants | Barristers & Advocates.

1st Floor, Dime Centre, BC-4

Block-9, KDA Scheme-5, Clifton, Karachi

+92-21-111-682-529

Fax: +92-21-35870240

8.8 JOINT LEAD MANAGERS, ARRANGERS AND BOOK RUNNERS

Next Capital Limited 8th Floor, Horizon Tower, Plot No 2/6,

Block - 3, Clifton, Karachi

PABX: +92-21-111-639-825

Fax: +92-21-35292621

[email protected]

AKD Securities Limited 602, 6th Floor, Continental Trade Centre

Block - 8, Clifton, Karachi

PABX: +92-21-111-253-111

Fax: +92-21-35374291 & +92-21-35373211


8.9 SHARE REGISTRAR

Central Depository Company of Pakistan Limited CDC House, 99- B, Block B,

S.C.H.S, Main Shahra-e-Faisal

Karachi

Tel: (021) 111-111-500






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8.10 MATERIAL CONTRACTS AND DOCUMENTS

8.10.1 DETAILS OF SHORT TERM FINANCING FACILITIES

8.10.2 DETAILS OF LONG TERM FINANCING FACILITIES

8.10.3 COMPANY RELATED AGREEMENTS


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8.11 PROJECT APPRAISAL REPORT

S. No. Projects Financial Institutions

1 Poultry Business and Meat Processing Factory Next Advisors Limited

8.12 UNDERWRITING AGREEMENTS

S. No Names of Underwriters No. of Shares

Amount (PKR)

Date of Agreement

1 Pearl Securities Limited 3,150,000 299,250,000 17th June 2015

2 Pak Oman Investment Company Limited 1,050,000 99,750,000 23rd June 2015

3 Soneri Bank Limited 1,000,000 95,000,000 24th June 2015

4 Summit Bank Limited 1,050,000 99,750,000 24th June 2015

8.13 DUE DILIGENCE REPORTS

S.No. Names of Underwriters Date of

Agreement

1 Pearl Securities Limited 17th June 2015

2 Pak Oman Investment Company Limited 23rd June 2015

3 Soneri Bank Limited 24th June 2015

4 Summit Bank Limited 24th June 2015

8.14 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the Memorandum and Articles of Association, Audited Financial Statements,

Auditor's Certificates, Information Memorandum and copies of agreements referred to in

this Prospectus may be inspected during usual business hours on any working day at the

registered office of the Company from the date of publication of this Prospectus until the

closing of the subscription list.

8.15 LEGAL PROCEEDINGS

There are no litigations or proceedings by or against the Company pending before any

court of law or authority.

8.16 MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inter alia, contains the objects for which the Company

was incorporated and the business which the Company is authorized to undertake. A

copy of the Memorandum of Association is annexed to this Prospectus and with every

issue of the Prospectus except the one that is released in newspapers as advertisement.


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8.17 FINANCIAL YEAR OF THE COMPANY

The financial year of the Company commences from 1st day of July and ends on the 30th

day of June each year.


93

PART 9

9 APPLICATION & ALLOTMENT INSTRUCTIONS

9.1 ELIGIBLE INVESTORS INCLUDE:

a) Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

b) Foreign Nationals whether living in or outside Pakistan;

c) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

d) Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of the Trust Deed and existing regulations); and

e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

9.2 APPLICATION MUST BE MADE ON THE COMPANY'S PRINTED FORM

9.2.1 Copies of this Prospectus and application forms can be obtained from members of KSE,

LSE & ISE, the Bankers to the issue and their Branches, the Joint Lead Managers,

Arrangers & Book Runners, and the registered office of the Company. The Prospectus and

the application form can also be downloaded from the following websites:

www.alshaheer.net, www.akdsecurities.net & www.nextcapital.com.pk The applicants opting for script less form of shares are required to complete the relevant

sections of the application. In accordance with the provisions of the Central Depositories

Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the

applicant's own CDC account. In case of discrepancy between the information provided in

the application form and the information already held by CDS, the Company reserves the

right to issue shares in physical form.

9.2.2 Name(s) and address(es) must be written in full block letters, in English and should not be

abbreviated.

9.2.3 All applications must bear the name and signature corresponding with that recorded with

the applicant's banker. In case of difference of signature with the bank and Computerized

National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or

Passport both the signatures should be affixed on the application form.





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9.3 APPLICATIONS MADE BY INDIVIDUAL INVESTORS

i. In case of individual investors, an attested photocopy of CNIC (in case of Resident

Pakistanis) / NICOP or Passport (in case of Non- Resident Pakistanis) as the case may be,

should be enclosed and the number of CNIC / NICOP / Passport should be written against

the name of the applicant. Copy of these documents can be attested by any Federal /

Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master

of High School or bank manager in the country of applicant’s residence.

ii. Original CNIC / NICOP / Passport, along with one attested photocopy, must be produced

for verification to the Banker to the Issue and the applicant’s banker (if different from the

Banker to the Issue) at the time of presenting the application. The attested photocopy

will, after verification, be retained by the branch along with the application.

9.4 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

i. Applications made by companies, corporate bodies, mutual funds, provident / pension /

gratuity funds / trusts and other legal entities must be accompanied by an attested

photocopy of their Memorandum and Articles of Association or equivalent instrument /

document. Where applications are made by virtue of Power of Attorney, the same should

also be submitted along with the application. Any Federal / Provincial Government Gazette

Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School in

the country of applicant’s residence can attest copies of such documents.

ii. Attested photocopies of the documents mentioned in paragraph 9(i) must be produced for

verification to the Banker to the Issue and the applicant’s banker (if different from the

Banker to the Issue) at the time of presenting the application. The attested copies, will

after verification, be retained by the bank branch along with the application.

9.5 Only one application will be accepted against each account, however, in case of joint

account, one application may be submitted in the name of each joint account holder.

9.6 Joint application in the name of more than two persons will not be accepted. In case of

joint application each applicant must sign the application form and submit attested copies

of their CNICs / NICOP / Passport. The certificates will be dispatched to the person whose

name appears first on the application form while in case of CDCs, it will be credited to the

CDS account mentioned on the face of the form and where my amount is refundable, in

whole or in part, the same will be refunded by cheque or other means by post, or through

the bank where the application was submitted, to the person named first on the

application form, without interest, profit or return. Please note the application will be

considered as a single application for the purpose of allotment of certificates.


95

9.7 Subscription money must be paid by cheque drawn on applicant’s own bank account or

pay order / bank draft payable to one of the Bankers to the Issue in favor of account “IPO

of Al Shaheer Corporation Limited” and crossed “A/C PAYEE ONLY”.

9.8 For the application made through pay-order / bank draft, it would be permissible for a

Banker to the Issue to deduct the bank charges while making refund of subscription

money to unsuccessful applicants through pay-order / bank draft individually for each

application.

9.9 The applicant should have at least one bank account with any of the commercial banks.

The applicants not having a bank account at all (non-account holders) are not allowed to

submit application for subscription of shares.

9.10 Applications are not to be made by minors and / or persons of unsound mind.

9.11 Applicants should ensure that the bank branch, to which the application is submitted,

completes the relevant portion of the application form.

9.12 Applicants should retain the bottom portion of their application forms as provisional

acknowledgement of submission of their applications. This should not be construed as an

acceptance of the application or a guarantee that the applicant will be allotted the number

of certificates for which the application has been made.

9.13 Making of any false statements in the application or willfully embodying incorrect

information therein shall make the application fictitious and the applicant or the bank shall

be liable for legal action.

9.14 Bankers to the issue are prohibited to recover any charges from the subscribers for

collecting subscription applications. Hence, the applicants are advised not to pay any extra

charges to the Bankers to the Issue.

9.15 It would be permissible for a Banker to the Issue to refund subscription money to

unsuccessful applicants having an account in its bank by crediting such account instead of

remitting the same by cheque, pay order or bank draft, Applicants should, therefore, not

fail to give their bank account numbers.

9.16 Submission of False and Fictitious applications are prohibited and such Applications Money

may be forfeited under section 87(8) of the Securities Act, 2015

9.17 ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON RESIDENT INVESTORS

a) In case of foreign investors that are not individuals, applications must be

accompanied with a letter on applicant’s letterhead stating the legal status of the


96

applicant, place of incorporation and operations and line of business. A copy of

Memorandum of Association or equivalent document should also be enclosed, if

available. Where applications are made by virtue of Power of Attorney, the same

must be lodged with the application. Copies of these documents can be attested by

the Bank Manager in the country of applicant’s residence.

b) Applicants may also subscribe using their Special Convertible Rupee Account (“SCRA”)

as set out under the State Bank of Pakistan’s Foreign Exchange Manual.

9.18 BASIS OF ALLOTMENT

The basis and conditions of transfer of certificates to the General Public shall be as follows:

a) The minimum amount of application for subscription of 500 shares is PKR 47,500/-

(PKR 95 x 500 shares) Application for certificates below the total value of PKR

47,500/- shall not be entertained.

b) Application of certificates must be made for 500 certificates or in multiple thereof

only. Applications, which are neither 500 shares nor for multiple thereof, shall be

rejected.

c) Allotment/ transfer of certificates to successful applicants shall be made in

accordance with the allotment criteria / instructions disclosed in the Prospectus.

d) The allotment of certificates shall be subject to scrutiny of applications in accordance

with the criteria disclosed in the Prospectus and / the instructions by the Securities

and Exchange Commission of Pakistan.

e) Applications, which do not meet the above requirements, or applications which are

incomplete will be rejected. The applicants are, therefore, required to fill in all the

data fields in the Application Form.

f) The Company will dispatch shares to successful applicants through their Bankers to

the Issue or credit the respective CDS accounts of successful applicants (as the case

may be).

9.19 E-IPO Facilities

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through

United Bank Limited ("UBL") that is among the Bankers to the Issue. The accountholders of UBL

can use UBL net-banking to submit their applications online via link

http://www.ubldirect.com/corporate/ebank.

The accountholders of UBL can submit their applications through these links 24 hours a day

during the subscription period which will close at 12:00 midnight on July 29, 2015.



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9.20 CODE OF OCCUPATION

CODE OF OCCUPATION

CODE OCCUPATION CODE OCCUPATION

01 Business 02 Business Executive

03 Service 04 Housewife

05 Household 06 Professional

07 Student 08 Agriculturist

09 Industrialist 10 Others

9.21 BANKERS TO THE ISSUE

CODE OF BANKERS TO THE ISSUE

CODE BANKS CODE BANKS

01 Askari Bank Limited 07 MCB Bank Limited

02 Bank Alfalah Limited 08 Meezan Bank Limited

03 Dubai Islamic Bank Limited 09 Soneri Bank Limited

04 Faysal Bank Limited 10 Summit Bank Limited

05 Habib Bank Limited 11 United Bank Limited

06 Habib Metro Bank Limited

9.22 NATIONALITY CODE

CODE OF OCCUPATION

CODE OCCUPATION CODE OCCUPATION

001 U.S.A 006 Bangladesh

002 U.K 007 China

003 U.A.E 008 Bahrain

004 K.S.A 009 Other

005 Oman


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PART 10

10 BIDDING FORM OF AL SHAHEER CORPORATION LIMITED

(this space has been left blank intentionally)


99

PART 11

11 SIGNATORIES TO THE PROSPECTUS

Mr. Kamran Ahmed Khalili

-Sd-

Mr. Naveed Godil

-Sd-

Mr. Muhammad Ali

-Sd-

Mr. Noorur Rahman Abid

-Sd-

Mr. Adeeb Ahmad

-Sd-

Mr. Qaysar Alam

-Sd-

Mr. Rizwan Jamil

-Sd-

Mr. Rukhsana Asghar

-Sd-

Signed by the above in the presence of witnesses:

-Sd- -Sd-

___________________________ _____________________________

Mohammad Ashraf Hammad Ahmed Chishti

Designation: Company Secretary Designation: Manager Finance

CNIC: 42401-1886496-9 CNIC: 42201-0959315-1

Address: A-72, Sector Z-2, Address: F2, 1/11 Malir Extension,

Gulshan-e-Maymar, Karachi Karachi

Date: March 25, 2015 Date: March 25, 2015


100

PART 12 12 MEMORANDUM OF ASSOCIATION


101


102


103


104


105


106


107

PART 13 13 APPLICATION FORM


108

APPLICATION INSTRUCTIONS FOR INVESTORS

GENERAL INSTRUCTIONS

1. Eligible investors includes:

a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

b. Foreign Nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

d. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of the Trust Deed and existing regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2. APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.

3. Copies of Prospectus and application forms can be obtained from the members of Karachi Stock Exchange Limited, Lahore Stock Exchange Limited, Islamabad Stock Exchange Limited, the Bankers to the Issue and their branches, the Joint Lead Managers & Arrangers and the registered office of the Company. The Prospectus and the application forms can also be downloaded from the websites: www.alshaheer.net, www.akdsecurities.net & www.nextcapital.com.pk

4. The applicants opting for scripless form of Shares are required to complete the relevant sections of the application. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Shares is allowed ONLY in the applicant’s own CDC Account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Company reserves the right to issue shares in physical form.

5. Name(s) and address(es) must be written in full block letters, in English and should not be abbreviated.

6. All applications must bear the name and signature corresponding with that recorded with the applicant’s banker. In case of difference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form.

7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS

(i) In case of individual investors, an attested photocopy of CNIC (in case of RPs) / Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC / Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal / Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

(ii) Original CNIC / Passport, along with one attested photocopy, must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.

8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

(i) Applications made by companies, corporate bodies, mutual funds, provident / pension / gratuity funds / trusts and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal / Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.

(ii) Attested photocopies of the documents mentioned in 8(i) must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

9. Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder.

10. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs / Passport. The shares / certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of Shares / Certificates.

11. Subscription money must be paid by cheque drawn on applicant’s own bank account or pay order / bank draft payable to one of the Bankers to the Issue “IPO OF AL SHAHEER CORPORATION LIMITED” and crossed “A/C PAYEE ONLY”.

12. For the applications made through pay order / bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application.

13. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares.

14. Applications are not to be made by minors and / or persons of unsound mind.

15. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.

16. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Shares / Certificates for which the application has been made.

17. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

18. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

19. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

20. Submission of false and fictitious applications is an offence under Section 87(7) of the Securities Act, 2015 and such applications’ money may be forfeited under section 87(8) of the Securities Act, 2015.

ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

21. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant’s letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant’s residence.

22. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistan’s Foreign Exchange Manual.

BASIS OF ALLOTMENT

1. The minimum amount of application for subscription of 500 ordinary shares is PKR 47,500/- (PKR 95 x 500 Shares) for both CDC and Physical form of shares. Application for Shares below the respective amount mentioned in this paragraph shall not be entertained.

2. Application for Shares must be made for 500 Shares or in multiple thereof only. Applications which are neither for 500 Shares nor for multiple thereof shall be rejected.

3. Allotment / Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus.

4. Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / or the instructions by the Securities & Exchange Commission of Pakistan.

5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

6. The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).

7. BANKERS TO THE ISSUE 9. OCCUPATION CODE

*In order to facilitate investors, United Bank Limited “UBL” is offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net banking to submit their application online via link http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at 12:00 midnight on July 29, 2015.

8. OVERSEAS BANKERS TO THE ISSUE 10. NATIONALITY CODE

Code Name of Banks Code Name of Banks Code Name of Country Code Name of Country 01 N/A 06 N/A 001 U.S.A 006 Bangladesh

02 N/A 07 N/A 002 U.K 007 China

03 N/A 08 N/A 003 U.A.E 008 Bahrain

04 N/A 09 N/A 004 K.S.A 009 Other

05 N/A 10 N/A 005 Oman

For further queries you may contact: Al Shaheer Corporation Limited - Mr. Mohammad Ashraf; Phone: +92-321-6600462; E-mail: [email protected]

AKD Securities Limited - Ms. Eliya Hamid Syed; Phone: +92-21-111-253-111; E-mail: [email protected] Next Capital Limited - Mr. Umer Habib; Phone: +92-21-35360533; E-mail: [email protected]

Code Name of Banks Code Name of Banks Code Occupation Code Occupation 01 Askari Bank Limited 07 MCB Bank Limited 01 Business 06 Professional

02 Bank Alfalah Limited 08 Meezan Bank Limited 02 Business Executive 07 Student

03 Dubai Islamic Bank Limited 09 Soneri Bank Limited 03 Service 08 Agriculturist

04 Faysal Bank Limited 10 Summit Bank Limited 04 Housewife 09 Industrialist

05 Habib Bank Limited 11 United Bank Limited 05 Household 10 Other

06 Habib Metropolitan Bank Limited