Share capital of Shell Pakistan: Proposed name ‘Wafi Energy Pakistan Ltd’ approved

KARACHI: After the completion of acquisition of 87.78 percent of the total issued share capital of Shell Pakistan Limited by Wafi Energy Holding Limited, the Board of Directors (BoDs) of the Company has approved the change of the Company’s name to the proposed name “Wafi Energy Pakistan Limited”.

The BoDs of the Company in its meeting held on Thursday also proposed to change the trading symbol of the Company on the Pakistan Stock Exchange from “SHEL” to “WEP,” or such other name as may be approved by the Exchange.

“As a result of the completion of the acquisition by Wafi Energy Holding Limited (Wafi) from The Shell Petroleum Company Limited (SPCo) of 165,700,304 ordinary shares of the Company, representing approximately 77.42 percent of the total issued share capital of the Company, under and pursuant to the Share Purchase Agreement dated October 31, 2023 as novated with effect from April 01, 2024 (SPA), and the acquisition by Wafi of a further 22,165,837 ordinary shares of the Company, representing approximately 10.36 percent of the total issued share capital of the Company, under and pursuant to a Mandatory Tender Offer made by Wafi to the remaining shareholders of the Company as required under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, Wafi holds 187,866,141 ordinary shares of the Company, representing approximately 87.78 percent of the total issued share capital of the Company, and SPCo has divested its entire shareholding in the Company,” material information sent to Pakistan Stock Exchange on Thursday said.

Consequent to the above transaction, the BoDs of the Company held its meeting where the resignation of three directors including Zain K Hak, Rafi H Basheer and Dr Mohammed Mahmood Al Balushi were accepted and as a result of the aforementioned resignations, appointed three individuals including Ghassan Al Amoudy, Javaid Akhtar and Kai-uwe Witterstein were appointed as directors with immediate effect to fill the casual vacancies on the Board for the remainder of the term of office of the outgoing directors.

Further, consequent upon the resignation of Zain K Hale, Director and Chairperson of the Company, Ghassan Al Amoudy has been appointed as Chairperson of the Company, with immediate effect, that is, from October 31, 2024 for the remainder of the term of office of the outgoing Chairperson.

As a consequence of the above changes to the BoDs of the Company, the Board Audit Committee, the Board Human Resource and Remuneration Committee and the Share Transfer Committee have also been reconstituted.

The board also approved the entering into of retail and lubricants brand license agreements and other related agreements to enable the Company to continue to be able to access and use the Shell brand and to ensure the continued competitive supply of products and services underpinning Shell’s quality standards.

These agreements replace existing agreements between the Company and the Shell Group, and are based on the Shell Group's standard form of agreements when dealing with third party licensees.

The board also approved the convening of an Extra Ordinary General Meeting of the Company on November 27, 2024, virtually via Video Link Facility and in person at a hotel in Karachi, to seek approval from the Members for the recommended change in the name of the Company and amendments to the Articles of Association and Memorandum of Association of the Company. The notice of the Extraordinary General Meeting and related documents will be circulated in due course.

Copyright Business Recorder, 2024