Islamabad, Sep 20: In accordance with Sections 279 to 283 and 285(8) of the Companies Act, 2017, the Board of Directors of Fauji Fertilizer Company Limited (PSX: FFC) approved the merger of Fauji Fertilizer Bin Qasim Limited (PSX: FFBL) with and into the Company, as well as the draft Scheme of Arrangement, at its meeting on September 20, 2024.
The merger is contingent on its completion, receiving all required approvals from shareholders, creditors, and regulatory bodies, as well as the approval of the Scheme by the Lahore High Court, Rawalpindi Bench, and the completion of all associated legal formalities. It is also contingent upon any required or prescribed changes or modifications to the Scheme, as well as any amendments that may be deemed necessary, all of which must not materially alter its core terms.
According to the conditions of the Scheme, it is anticipated, among other things, that the Company and the entire FFBL undertaking including all of its rights, obligations, privileges, and assets will come together by amalgamation.
Based on a swap ratio of one ordinary share of the company for every 4.29 ordinary shares of FFBL held by the shareholders of FFBL, a total of approximately 150.87 million ordinary shares of the company will be allocated and issued to the shareholders of FFBL (apart from the company itself, as a shareholder of FFBL).
Following the merger, all of FFBL’s shares, including those held by the Company, will be canceled and the company will be liquidated without winding up.In due course, and in compliance with the applicable laws and the directives of the Honorable Lahore High Court, Rawalpindi Bench, the Scheme will be distributed to the PSX and the shareholders.
