The Securities and Exchange Commission of Pakistan (SECP) has approved the schemes of amalgamation of KASB Capital Limited (KCL) and Network Leasing Corporation Limited (NLCL) with and into KASB Bank Limited (KBL).
Earlier, the State Bank of Pakistan (SBP) has sanctioned the Schemes vide its order dated January 01, 2009 effective from close of business on December 31, 2008, subject to the provision of requisite NOC/approval of the SECP.
According to a notice sent to Karachi Stock Exchange (KSE), the schemes were earlier approved and adopted in the respective general meetings of the above companies.
In terms of the schemes the entire undertakings of KCL and NLCL including all the properties, assets and liabilities and all the rights and obligations of KCL and NLCL as at the effective date shall, without any further act, action or deed and notwithstanding the terms of any contract or other document or any rule of law, shall stand amalgamated with and vest in KASB Bank and as a consequence, KCL and NLCL shall stand amalgamated with and into KASB Bank.
NOC/approval of SECP has now been received vide letters dated January 23, 2009 and, therefore, notice is hereby given that for the purpose of implementation of the Schemes:
a) Ordinary shares of KASB Sank for the face value of Rs 10 each will be issued to the shareholders of KCL at the ratio of 202 shares of KASB Bank for every 100 (one hundred) shares of KCL.
b) Ordinary shares Of KASB Bank for the face value of Rs 10 each will be issued to the shareholders of NLCL at the ratio of one share of KASB Bank for every 500 shares of NLCL, who together or individually hold at least five hundred (500) shares of NLCL. Those shareholders of NLCL who are holding shares not in multiples of 500 or below shares, will be entitled to be paid proportionate market value of a KASB Bank's shares as of September 30, 2008 (in terms of the Swap ratio).
Fractional shares shall not be issued. All fractions less than a share shall be consolidated into whole shares which shall be allotted to the Company Secretary of KASB Bank upon trust to sell such shares and to pay the net sale proceeds realised (less the expenses of the sale) to the registered shareholders of ordinary shares of KCL and NLCL respectively who are entitled to fractions in proportion to their respective fractional entitlements.
For the purpose of the above exchange those shareholders of KCL and NLCL holding physical scrips and scripless shares in Central Depository System of Central Depository Company of Pakistan Limited will be entitled to the shares of KASB Bank whose names appear on the register of members of KCL and NLCL on February 16, 2009 and the books of KCL and NLCL shall finally stand closed as from February 17, 2009 on determining the names of the shareholders of KCL and NLCL.
Shareholders of KCL and NLCL holding physical scrips are requested to lodge their shares certificates with the Registrar, Noble Computer Services (Pvt) Limited, 2nd Floor, Sohni Centre BS 5 & 6, Main Karimabad Block 4, Federal B. Area, Karachi on or before February 16, 2009. All communications Intended for KCL and NLCL should now be addressed to KASB Bank, the notice said.