Engro Energy denies breach, terminates EPQL SPA after acquirer’s withdrawal

Engro Energy Limited (EEL), the parent company of Engro Powergen Qadirpur Limited (EPQL), denied any “breach and disputed all allegations” under the EPQL share purchase agreements (SPA).

The listed company disclosed the development in a notice to the Pakistan Stock Exchange (PSX) on Monday.

“This is with reference to Engro Corporation Limited’s letter dated April 04, 2024 pertaining to EEL entering into a share purchase agreement with Liberty Power Holdings Limited, along with other parties acting in concert for the sale of its entire shareholding of 68.9% in EPQL and the public announcement of intention made by the acquirers dated December 3, 2024, in this regard,” read the notice.

The company stated that the acquirers withdrew their public announcement on April 3, 2025, citing a purported termination of the SPA due to an alleged material breach by EEL.

“In this regard, we would like to inform you that EEL has, through written communication to acquirers, categorically denied and disputed all allegations of material breach by EEL under the EPQL SPA.

“The alleged material breach - that EPQL entered into Amendment Agreement with Government of Pakistan and CPPA-G in self-interest is baseless and unfounded,” it said, adding that the agreement was executed in the larger national interest.

EEL said that the acquirers had direct knowledge of negotiations as Liberty also signed a similar agreement with the Government of Pakistan and CPPA-G along with other 2002 power policy IPPs.

Engro Energy agrees to sell its thermal assets

“We have rejected the acquirer’s wrongful and unjustified termination of the EPQL SPA and withdrawal of the public announcement of intention,” EEL said adding that in pursuant to the terms of the EPQL SPA, the parties were required to satisfy certain joint conditions precedent prior to the expiry of the long stop date, i.e., April 4, 2025.

“As approval regarding the joint conditions precedent was not obtained by the long stop date, and without prejudice to EEL’s rights and remedies arising from the acquirer’s wrongful termination, EEL has elected to terminate the EPQL SPA with immediate effect from April 05, 2025.

“This termination is being exercised in accordance with EEL’s rights under the EPQL SPA due to the non-fulfilment of the agreed conditions precedent by the stipulated long stop date of April 4, 2025,” it said.

Last year in April, EEL entered into a SPA with Liberty Power Holding (Pvt) Limited and consortium for the sale of its thermal energy assets portfolio.

The consortium was made up of Liberty Mills Limited, Soorty Enterprises and Procon Engineering through Master Group of Industries.

EPQL appoints new CFO

In a separate notice to the bourse, EPQL announced the appointment of Ekta Sitani as Chief Financial Officer of Engro Powergen Qadirpur Limited in place of Usman Hassan.