Karachi, May 28, 2012 (PPI-OT): In connection with the Listing Regulation No. 35 under the Code of Corporate Governance, we are pleased to convey the following information:
The Board of Directors of JS Bank Limited (“JSBL “) in their meeting held on May 25, 2012 have approved the swap ratio for the acquisition of shares of JS Investment Limited (the “ISIL”) held by Jahangir Siddiqui & Company Limited (“JSCL”) and other shareholders of JSIL i.e. 1.58181250 shares of the face value of Rs. 10 each in JSBL in for every one share of the face value of .Rs. 10 each in JSIL. The swap ratio of new shares of JSBL to JSCL and other shareholders of JSIL has been computed by the independent professional firm, M. Yousuf Adil Saleem & Co., Chartered Accounts, a member firm of Deloitte Touch Tohmatsu Limited, based on the break up values of Rs. 10.74319325 for JSIL and Rs. 7.775830790 for JSBL calculated by the respective statutory auditors as per audited accounts of April 30, 2012. The new sahaes of JSBL will be issued as otherwise than right shares at a price of Rs. 7.77583790 i.e. at a discount of Rs. 2.22416210 per share to JSCL and other shareholders of JSIL subject to completion of legal formalities including the requisite approvals/ permissions of shareholders of JSBL and JSCL., the Securities and Exchange Commission of Pakistan and any other regulatory approvals.
In order to fulfill the requirements of the Companies (Substantial Acquisition of Shares and Takeovers) Ordinance, 2002, in addition to the acquisition of 52,023,617 shares (52.02%) of JSIL from JSCL, will make a public offer to the shareholders of JSIL to the extent of 23,988,192 shares (i.e. 23.99%).
The Extraordinary General Meeting of the Bank will be held on June 27, 2012 at 10:00 a.m. at Beach Luxury Hotel, Karachi to approve the above transaction and to pass the special resolutions.
The share transfer books of the Company for the purpose of the Extraordinary General Meeting will remain closed from June 20, 2012 to June 26, 2012 (both days inclusive).
For more information, Contact:
Muhammad Yousuf Amanullah
JS Bank Limited
Shaheen Commercial Complex,
Dr. Ziauddin Ahmed Road
P. O. Box: 4847
UAN: +92 21 111 JS BANK (572-265)
Phone: +92 21 3227 2569-80
Fax: +92 21 3263 1803