PUBLIC ANNOUNCEMENT OF OFFER FOR PURCHASE OF SHARES OF
TPL DIRECT INSURANCE LIMITED
A PUBLIC OFFER BY GREENOAKS GLOBAL HOLDINGS LTD TO ACQUIRE UP TO 7,500,500
ORDINARY SHARES AND CONTROL OF TPL DIRECT INSURANCE LIMITED AT AN OFFER PRICE OF
RS. 30 (RUPEES THIRTY) PER SHARE PURSUANT TO THE LISTED COMPANIES (SUBSTANTIAL
ACQUISITION OF VOTING SHARES AND TAKE-OVERS) ORDINANCE 2002 AND THE LISTED
COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKE-OVERS) REGULATIONS
2008.
Greenoaks Global Holdings Ltd (an affiliate of Rosewood Insurance Group AG) (the “Acquirer”)
has entered into a share purchase agreement dated October 11, 2014 (the "SPA") with TPL
Trakker Limited (the "Seller"), for the purchase of 15,180,000 (Fifteen Million One Hundred and
Eighty Thousand) ordinary shares representing approximately 33% of the total issued share
capital of TPL Direct Insurance Limited (the “Target Company”) at the offer price of Rs. 30 per
share. Further, the Acquirer may acquire Option Shares (as defined herein) from the Seller at a
price of Rs. 15 per share in accordance with the terms of the SPA. In addition, pursuant to the
Listed Companies (Substantial Acquisition of Voting Shares and Take-overs) Ordinance, 2002 (the
"Ordinance"), the Acquirer is offering to acquire by way of public offer ordinary shares having a
par value of Rs. 10 each (the "Shares") in the Target Company from shareholders on the terms
summarised below (the "Public Offer"). The Seller presently owns an aggregate of 30,999,000
ordinary shares of the Target Company.
Summary of the Public Offer:
Offer Price:
Rs. 30 (Rupees Thirty) per Share (the “Offer Price”).
Offer Period:
The Public Offer shall remain open for a period of sixty days.
Acceptances shall be tendered by the shareholders during the
Acceptance Period starting from 9.00 am Pakistan Standard
Time (“PST”) on 31 December 2014 up to 5.00 pm PST ending
on 6 January 2015 (the “Closing Date”).
Offer Letter:
This offer letter (the "Offer Letter") to the same effect as a
public announcement (the "Public Announcement") will be
sent to shareholders (other than the Seller who has already
entered into the SPA with the Acquirer) whose names appear
on the share register of the Target Company on the date of
publication of the Public Announcement ("Shareholders").
Number of Shares proposed
to be acquired in terms of this
Public Offer:
Up to 7,500,500 Shares, representing approximately 16.3% of
the total issued share capital of the Target Company.
1
Minimum number of Shares
acceptable to the Acquirer:
Not Applicable.
Number of Shares already
held by the Acquirer:
None.
Number of Shares being
acquired pursuant to any
agreement with
shareholders:
At least 15,180,000 Shares, representing approximately 33%
of the total issued share capital of the Target Company.
Manager to the Offer:
United Bank Limited
UBL Head Office, 8th Floor, State Life Building # 1
I.I. Chundrigar Road
Karachi-74000 Pakistan
1.
THE ACQUIRER
Name
and
registered Greenoaks Global Holdings Ltd
address of the acquirer.
Third Floor, 95 The Promenade, Cheltenham, Gloucestershire, GL50,
1HH, United Kingdom
Date and jurisdiction of Date: 18 July 2013
incorporation.
Jurisdiction: United Kingdom
The authorized and issued
share capital.
As of July 31, 2014, the Acquirer’s authorised share capital was
15,000,000 Series ‘A’ shares with a par value of USD 10 per share
and in addition an authorised share capital of 100,000 Series ‘B’
shares with a par value of USD 10 per share.
As of July 31, 2014, the Acquirer’s issued and fully paid-up capital
was USD 94,075,000.
If there is more than one Not applicable
acquirer, their relationship.
Total number of voting
shares of the target
company already held by the
acquirer, including any
shares purchased through
an agreement and relevant
details of such agreement,
including the share price
agreed.
The Acquirer does not hold any Shares in the Target Company at
present. However, the Acquirer intends to acquire Shares of the
Target Company from the Seller pursuant to the SPA, as explained
herein below.
2
The number of shares issued As of July 31, 2014, the number of shares issued by Acquirer since
since the end of the last the end of the last financial year of the company is 9,407,500.
financial year of the
company.
Details
of
any
re- None.
organization of the acquirer
during the two financial
years preceding the public
announcement of offer.
Details
of
any
bank There are no such liabilities owed by the Acquirer or any of its
overdrafts or loans, or other subsidiaries.
similar
indebtedness,
mortgages, charges or other
material
contingent
liabilities of the acquirer and
subsidiaries if any, and if
there are no such liabilities a
statement to that effect.
Financial advisors of the United Bank Limited
acquirer.
UBL Head Office, 8th Floor, State Life Building # 1,
I.I. Chundrigar Road,
Karachi - 74000, Pakistan.
Tel: 021 111 825 111
Facsimile: 021 3241 2410
URL: www.ubl.com.pk
Brief history and major areas The Acquirer was incorporated in the United Kingdom on July 18,
of operations of the 2013. The Acquirer is a UK-based holding company for holding
acquirer.
interests in companies engaged in the insurance business. The
Acquirer’s objective is to invest into frontier market companies, and
develop them into local market leaders.
The Acquirer’s investment in Pakistan comes in sequence after
investments in similar insurance companies in other frontier markets
such as Rwanda and Nigeria, where the Acquirer has investments
and pending investments in General and Life insurance players.
Names and addresses of Greenoaks Capital Partners LLC
sponsors or persons having 101 Mission Street
control over the acquirer.
Suite 1630
San Francisco
CA 94105
United States of America
3
Names and addresses of
board of directors of
acquirer(s).
Name of Director
Neil Mehta
Benjamin Peretz
Antonis Papantoniou
Ashok Kothari
Brief
audited
financial
details of the acquirer(s) for
a period of at least last five
years including income,
expenditure, profit before
depreciation, interest and
tax, depreciation, profit
before and after tax,
provision for tax, dividends,
earnings per share, return
on net worth and book value
per share.
Address
101 Mission St, Suite 1630, San Francisco,
94105, USA
101 Mission St, Suite 1630, San Francisco,
94105, USA
6th Floor, 1 Alamanas Street, Maroussi,
Athens, 15125, Greece
2607, 9 Queen’s Road, Central, Hong Kong
The Acquirer was incorporated in July 2013 and has not completed a
full financial year as yet. As such, the Acquirer has not prepared
audited financial statements. However, the brief financial details of
the Acquirer for the period ended July 31, 2014 are as follows:
Total Assets
Total Liabilities
Revenue
Expenses
Net Loss
US$ 91,242,120
US$ 2,000,000
Nil
US$ 2,900,244
US$ 2,900,244
Details of any agreement or None.
arrangement between the
acquirer and the directors of
the target company about
any benefit which will be
given to any director of the
target
company
as
compensation for loss of
office or otherwise in
connection
with
the
acquisition.
Details of every material
contract entered into not
more than two years before
the date of the public
announcement of offer, not
being a contract entered
into in the ordinary course
of business carried on or
intended to be carried on by
the company.
The Acquirer has entered into the SPA with the Seller.
Under the terms of the SPA, the Acquirer intends to acquire at least
15,180,000 ordinary shares of the Target Company, representing
approximately 33% of the present total issued shares of the Target
Company.
Further, the Acquirer and the Seller have agreed in the SPA that after
compliance with all regulatory requirements, the Acquirer shall
subscribe to 29,515,899 shares of the Target Company by means of a
fresh subscription such that the Acquirer’s shareholding in the
Target Company is anywhere between 59% and 74.9% (including the
shares acquired through the Public Offer), such subscription of
shares shall be at Rs. 15 per share (“Subscription of Shares”)
In case the Subscription of Shares cannot be completed, the Acquirer
4
will acquire further shares from the Seller such that the total
shareholding of the Acquirer in the Target Company reaches 51%
(including the shares acquired through the Public Offer), such further
acquisition of shares by the Acquirer from the Seller will be at Rs. 15
per share (“Option Shares”).
In any event, as per the terms of the SPA, it has to be insured that
the Seller’s shareholding in the Target Company remains at a
minimum of 17.1% after completion of the transactions
contemplated thereunder.
2.
DETAILS OF THE PUBLIC OFFER
The names, dates and editions of The English Daily Business Recorder & Urdu Daily Nawa-ethe newspapers where the public Waqt, editions for Karachi & Lahore, published on August
announcement of intention was 21, 2014.
published.
The number and percentage of
shares proposed to be acquired by
the
acquirer(s)
from
the
shareholders through agreement, if
any, the offer price per share and
the mode of payment of
consideration for the shares to be
acquired.
Under the SPA, the Acquirer has agreed to acquire from the
Seller at least 15,180,000 Shares (representing
approximately 33%) out of the present total issued share
capital of the Target Company at a price of Rs. 30 per
share. Further, the Acquirer may also acquire the Option
Shares from the Seller at a price of Rs. 15 per share.
The purchase price will be paid by the Acquirer through
normal banking channels.
Reasons for acquiring shares or The Acquirer’s reasons for acquiring shares in the Target
control of the target company.
Company are to:

Bring international expertise to the local market;

Work with local insurance regulators to develop a base
to help develop a healthy insurance market, both on
the general and life insurance market;

Help local players become market leaders; and

Help the local players and the local market.
Further, expansion into Pakistan as a frontier market allows
the Acquirer to gain further scale and increase exposure to
high growth markets.
Details regarding the future plan
for the target company, including
whether after acquisition the
target company would continue as
a listed company or not.
The Acquirer intends that post acquisition the Target
Company will continue to carry on its insurance business
and that it will continue to operate as a listed company on
a standalone basis.
5
In case of conditional offer, specify Not Applicable. The public offer is not conditional on a
the minimum level of acceptance minimum level of acceptance.
i.e. number and percentage shares.
In case there is any agreement with
the
present
management,
promoters or existing shareholders
of the target company, an overview
of the important features of the
agreement(s) including acquisition
price per share, number and
percentage of shares to be
acquired under the agreement(s),
name of the seller(s), complete
addresses of sellers, names of
parties to the agreement(s), date
of agreement(s), manner of
payment
of
consideration,
additional important information, if
any.
Major terms and conditions of the SPA:

Name of Buyer: Greenoaks Global Holdings Ltd, of Third
Floor,
95
The
Promenade,
Cheltenham,
Gloucestershire, GL50 1HH, United Kingdom.

Name of Seller: TPL Trakker Limited, of 12th Floor,
Centrepoint, off Shaheed-e-Millat Expressway, Near
KPT Interchange, Karachi.

Number and percentage of shares: The Acquirer will
acquire from the Seller at least 15,180,000 shares
representing approximately 33% of the present total
issued shares of Target Company at a price of Rs. 30
per share. The Acquirer may further subscribe to
29,515,899 shares of the Target Company at a price of
Rs. 15 per share. In case the Subscription of Shares
cannot be completed, the Acquirer may acquire Option
Shares from the Seller at a price of Rs. 15 per share.

Date of Agreement: October 11, 2014.

Manner of payment of purchase price: Cash through
inward foreign remittance.

Other Terms of the SPA: (1) According to the terms of
the SPA, the Seller’s shareholding in the Target
Company has to remain at least at 17.1% after
completion of the transactions contemplated
thereunder.
Number of shares already held by None
the acquirer along with the date(s)
of acquisition. Also state whether it
was purchased through open
market or acquired through a
negotiated deal.
Minimum level of acceptance, if None
any.
3.
OFFER PRICE AND FINANCIAL ARRANGEMENTS
3. 1
Justification for the offer price
Disclosure about the form of The payment for shares to be acquired by the Acquirer
consideration for the shares to be through the Public Offer will be in cash at Rs. 30 per share
acquired through the public offer.
through pay order or crossed cheque.
6
Disclosure of the total amount of Assuming full acceptance of the Public Offer, the Acquirer
consideration to be paid for the will acquire 7,500,500 shares at a total consideration of Rs.
shares to be tendered during the 225,015,000.
public
offer
(assuming
full
acceptances).
Whether the shares of the target
company are frequently traded or
infrequently traded in the light of
criteria prescribed in Regulation 13
of these Regulations.
Justification for the offer price for
the shares of the target company,
in the light of criteria contained in
Regulation 13 of these Regulations.
The Shares are infrequently traded in light of the criteria
prescribed under Regulation 13 of the Regulations
In relation to the offer price to be offered to the public
under Regulation 13, since the shares of the Target
Company are infrequently traded, the criteria for
determining the price of shares to be offered to the public
is the highest amongst the prices stated under Regulation
13(2).
I.
The maximum negotiated average price under the
SPA for the acquisition of voting shares of the target
company under Regulation 13(2)(a) is Rs. 24.71/-.
II.
The price per share calculated on the basis of net
assets valued on the basis of the six-month unaudited
financial statements for the period ended 30 June
2014, valued by KPMG Taseer Hadi & Co., a valuer
whose name appears on the list of SBP approved list
of valuers under Regulation 13(2)(c), was Rs. 10.33
per share.
Based on the above the Public Offer is being made at Rs.
30 per share, which price is higher than each of the prices
stated above.
3.2
Financial arrangements
Disclosure about the security The Acquirer has deposited sufficient funds in a bank
arrangement made in pursuance of account with United Bank Limited which account is under
Section 19 of the Ordinance.
the control of the Manager to the Offer.
Disclosure about the adequate and
firm financial resources to fulfill
the obligations under the public
offer.
The Acquirer has made firm financial arrangements for
fulfilment of its obligations under the Public Offer. In the
event the Acquirer fails to make payments to the
shareholders as required under the Ordinance, the
Manager to the Offer has authority to utilize funds from
the account opened with United Bank Limited by the
Acquirer to make payments to all successful shareholders
7
who tender their shares pursuant to the Public Offer.
A statement by the manager to the
offer that the manager to the offer
is satisfied about the ability of the
acquirer to implement the public
offer in accordance with the
requirements of the Ordinance and
these Regulations.
4.
United Bank Limited, appointed as the Manager to the
Offer, confirms that the Acquirer is sufficiently capable of
implementing the Public Offer in accordance with the
requirements of the Ordinance and the Regulations there
under.
PROCEDURE FOR ACCEPTANCE AND SETTLEMENT
Procedures for accepting the Public Offer:
If you wish to tender Shares pursuant to the Public Offer you must follow the procedures
described below.
(a)
Acceptance Forms:
A copy of the acceptance form (“Acceptance Form”) is enclosed. You can obtain
additional copies from the Manager to the Offer at the address shown above. You must
complete the Acceptance Form in accordance with the notes contained on pages 8 and 9
of the Acceptance Form. You must send your completed Acceptance Form by post, by
courier or by hand to the Manager to the Offer together with the additional
documentation referred to in paragraph (b) below as soon as possible but in any event so
as to arrive not later than 5.00 pm on the Closing Date. You will not be able to revoke
your tender of any Shares once your completed Acceptance Form has been received by
the Acquirer.
(b)
Additional Documentation:
You must send certain additional documentation to the Manager to the Offer at the
address shown above, together with your completed Acceptance Form. The additional
documentation is identified in point no. 3 (“Documentation to be enclosed with the
Acceptance Form”) of the Acceptance Form. Receipt by the Manager to the Offer by the
Closing Date of the duly completed and signed Acceptance Form along with the required
documents will constitute acceptance of the Public Offer. Upon receipt of the Acceptance
Form and relevant correct supporting documents, the Manager shall issue a provisional
receipt, in the form attached to the Acceptance Form.
(c)
Transfer of Scripless Shares:
If you hold scripless Shares on the Central Depository System of the Central Depository
Company of Pakistan Limited ("CDC"), you must transfer these Shares to the following
CDC account of the Manager to the Offer at or before 5.00 pm on the Closing Date and
provide a copy of the CDC outgoing report in respect of the transfer of shares to the
Manger to the Offer. The details of the CDC account of the Manager to the Offer to which
the scripless Shares are to be transferred are as follows:
8
CDC Account Title:
CDC Participant ID:
CDC Account No:
MANAGER TO PUBLIC OFFER – TPL DIRECT INSURANCE LIMITED
06452
28481
Transaction Reason Code:
For Intra Account – A021 (Transfer owing to Acquisition of Listed shares)
For Inter Account – P013 (Transfer owing to Acquisition of Listed shares)
Universal Identification Number:
UIN No. 0028772
All Shares successfully tendered in the manner described above will be acquired by the Acquirer
free from all liens, charges and encumbrances and with all rights attaching to and/or deriving
from them, including the right to receive all dividends and other distributions declared, made or
paid and/or any entitlement to subscribe for or receive any securities resolved by the Target
Company to be issued to the members of the Target Company pro rata to their holdings of Shares
or otherwise.
Payment of the Offer Price:
Upon receipt of duly filled Acceptance Form together with correct additional documentation, the
Manager to the Offer will send you written acceptance of the tender together with payment for
such Shares by a crossed cheque/ pay order / demand draft drawn in favour of the selling
shareholder within 30 (thirty) days of the Closing Date. No interest, mark-up, surcharge or other
increment will be payable on the aggregate price for the Shares purchased by the Acquirer from
any shareholder for any cause or reason.
If the number of Shares offered for sale by the shareholders is more than the number of Shares
proposed to be acquired by the Acquirer in terms of this Public Offer, the Acquirer shall accept
the offers received from the shareholders on a pro rata basis.
All excess scripless Shares will be returned to the shareholders in their respective CDC account.
For physical Shares, excess Shares will need to be collected in person (or by an authorised
representative) at the Manager to the Offer’s address specified above during 9 am to 5 pm on a
business day. If shareholders want Shares to be couriered, at their risk, please mark as such on
the Acceptance Form.
At the end of four (4) months after the Closing Date, excess physical Shares which have not been
collected or couriered will be delivered to the Company Secretary of the Target Company.
Conditions and Withdrawal:
The Public Offer and the obligation of the Acquirer to accept your tender of Shares and pay the
Offer Price to you are subject to the following:
(a)
Acceptance Forms being duly completed and validly made by you and submitted together
with the correct additional documentation as set out in this Offer Letter and the
accompanying Acceptance Form;
(b)
the Securities and Exchange Commission of Pakistan, the Competition Commission of
Pakistan, or any other competent authority not objecting to any matter pertaining to the
Public Offer;
9
(c)
the payment for Shares does not contravene any section of the Foreign Exchange
Regulation Act, 1947;
(d)
the verification of your Shares by the directors of the Target Company, as required
pursuant to sub section (5) of Section 14 of the Ordinance; and
(e)
the Acquirer not withdrawing the Public Offer in accordance with the provisions of the
Ordinance.
10
5.
STATEMENTS BY THE ACQUIRERS
Acquirer’s responsibility (The acquirer has submitted to manager to the offer details of the
following responsibilities on their letterhead.)
Statement by the acquirer for
assuming responsibility for the
information contained in the
document (in the case where the
acquirer is a company such a
statement shall be made by the
directors of the company).
The Board of Directors of the Acquirer, assume
responsibility for the information contained in this
Public Offer document. To the best of the knowledge
and belief of the Acquirer the information contained
in this document is in accordance with the facts and
does not omit anything likely to affect the
importance of such information.
A statement by the acquirer to the The Acquirer confirms that it will be responsible for
effect that each of the acquirers ensuring compliance with the Ordinance and the
including persons in concert, if any, Regulations made thereunder.
will be severally and jointly
responsible
for
ensuring
compliance with the Ordinance and
the Regulations.
A statement by the acquirer that
the public offer is being made to all
the shareholders who have voting
shares of the target company and
(except the persons acting in
concert with acquirers) whose
names appear in the register of
shareholders as on the date of
book closure.
The Acquirer declares that the Public Offer is being
made to all the shareholders (other than the Seller),
who hold voting shares of the Target Company and
whose names appear in the register of shareholders
as on the date of book closure.
A statement by the acquirer that all The Acquirer declares that all relevant statutory
statutory approvals for the public approvals for the Public Offer have been obtained.
offer have been obtained.
Disclosure as to whether relevant All the relevant provisions of the Ordinance and the
provisions of the Ordinance and Regulations have been complied with.
the Regulations have been
complied with.
A statement to the fact if any No director on the board of directors of the Acquirer
director(s) of the acquirer is also a is a director on the board of directors of the Target
director on the board of directors Company.
of target company.
A statement by the acquirer as to
whether or not any voting shares
acquired in pursuance to the public
offer shall be transferred to
another person and if that is the
The Acquirer does not intend to transfer the voting
shares acquired under the Public Offer to any other
person, other than certain number of shares in the
name of the directors nominated to represent the
Acquirer on the board of directors of the Target
11
case the names of such persons Company.
shall be disclosed.
Shareholders should not construe the contents of this offer letter as legal, tax or financial advice,
and should consult with their own advisers as to the matters described in this offer letter.
Applicable Law
This offer letter shall be governed by the provisions of the Ordinance.
Enquiries
All enquiries concerning this offer letter should be addressed to the Manager as follows:
For the attention of Manager to the Offer:
United Bank Limited
UBL Head Office, 8th Floor, State Life Building # 1,
I.I. Chundrigar Road, Karachi, Pakistan.
Tel: 021 111 825 111
Facsimile: 021 3241 2410
URL: www.ubl.com.pk
12
6.
DISCLAIMER CLAUSE
The following disclaimer clause shall be given on the first page:
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DOCUMENT OF PUBLIC OFFER
WITH THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN SHOULD NOT IN ANY
WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR
APPROVED BY THE COMMISSION. THIS DOCUMENT HAS BEEN SUBMITTED TO THE
COMMISSION FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES
CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
LAW/REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF TPL
DIRECT INSURANCE LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE
OFFER.
THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL
SOUNDNESS OF THE ACQUIRER OR THE COMPANY WHOSE SHARES/CONTROL IS
PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THE DOCUMENT. IT SHOULD ALSO BE CLEARLY UNDERSTOOD
THAT THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY
AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DOCUMENT. THE MANAGER
TO THE OFFER (UNITED BANK LIMITED) IS EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT ACQUIRER DULY DISCHARGES THEIR RESPONSIBILITY ADEQUATELY.
FOR THIS PURPOSE, THE MANAGER TO THE OFFER HAS SUBMITTED A DUE DILIGENCE
CERTIFICATE DATED NOVEMBER 5, 2014 TO THE COMMISSION IN ACCORDANCE WITH
THE LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS) ORDINANCE, 2002 (THE “ORDINANCE”)”.
Signature:
Sd.
Name
Designation
Date
Place
Neil Mehta
Co-Chairman
7 November 2014
London, UK
Signed by the Acquirer.
13