31 -C Procedure for voluntary de-listing:-

Posted on June 21, 2008

31. -C    Procedure for voluntary de-listing: -
    1. A formal application shall be made by the company for de-listing supported by reasons thereof and the proposed purchase price along with non- refundable application fee of Rs. 100,000/- (Rupees One Hundred Thousand only) to be paid by the sponsors.
    2. On approval by the Exchange of the application, the company shall call a general meeting of its security holders and pass a special resolution approved by not less than ¾ of their number present at such meeting resolving that the securities be de-listed on the terms stipulated by the Exchange. The sponsors will not vote against buy-back/de-listing resolution in the general meeting.
    3. A copy of special resolution referred to above shall be sent to the Exchange immediately along with a complete list of holders of the security held by the majority security holders and others, their names/category, the number of securities and addresses.
    4. Together with the application for de-listing, the company must submit an undertaking from a Purchase Agent (who may be a commercial bank, or an investment bank or a member of the Exchange) on behalf of the majority security holders which will constitute an irrevocable open offer to purchase at the relevant purchase price the securities from the other security holders. The said offer to remain valid at least for a period of 60 days or as may be fixed by the Exchange from the date of commencement of purchase. The purchasing agent will provide a bank guarantee in an amount and such format as is demanded by the Exchange to secure this obligation and the said bank guarantee will remain valid till at least 15 days from the expiry date of the said open offer or when all outstanding securities have been purchased by the majority security holders whichever is earlier

       Provided that where a member of the Exchange is appointed as Purchase Agent and the total buy-back amount does not exceed Rs. 2.5 million, the requirement of bank guarantee can be replaced with the undertaking of such member of the Exchange on the prescribed format.

       Provided further that in case of appointment of purchase agent other than a member of the Exchange, all trade shall be routed through a member of the Exchange.

       Provided further that all the trades during the initial period of 60 days will be conducted on ISE Computerized Trading System only irrespective of marketable lot. The purchase agent will be required to maintain a live bid in the system at the minimum purchase price approved by the Exchange. The purchase price shall be based on market forces, subject to minimum purchase price determined by the Exchange

    5. The application for de-listing shall be supported by a written consent of the purchase agent to act as agent for purchase of the securities to be de-listed on behalf of the majority security holders as contemplated by these Regulations.
    6. The company shall convey to all the holders securities other than majority holders on their addresses available in the records of the company through registered post the decision taken in their General Meeting to purchase the securities together with a copy of the special resolution and also publish a notice in this behalf duly approved by the Exchange through two widely circulated newspapers including one of Islamabad.
    7. The company shall also submit the following information on completion of the period of purchase of securities to be de-listed:

1. Total number of issued securities (with percentage)
2. Securities owned by majority security holders before the offer (with percentage)
3. Securities bought under the offer (with percentage)
4. Total securities currently owned by majority security holders (with percentage)
5. Securities still outstanding with majority holders (with percentage)
6. Amount of Bank Guarantee required @ Rs. ________ calculated as higher of minimum purchase price or the price on the day of closing of the initial offer of the sponsors per outstanding security.

8. a) With regard to the outstanding securities identified in para (e) above, the sponsors shall continue to remain obliged to purchase the same at the higher of minimum purchase price or the price on the day of closing of the initial offer of the sponsors for a  period of 12 months from the day following the expiry of initial buy-back period of 60 days and the sponsors shall submit a bank guarantee in an amount and format acceptable to the Exchange to secure such obligation. 

   Provided that the requirement of submission of bank guarantee will not be applicable where a member of the Exchange act as purchase agent on behalf of the sponsors. In such a situation, the purchase agent will be required to submit an undertaking in the format prescribed by the Exchange.

   b) The company once allowed de-listing under these Regulations will not be allowed re-listing of any of it’s securities which have been de-listed at least for a period of five years from the date of delisting. However, the Exchange may allow, on case to case basis, listing of such securities on Over-the Counter (OTC) market.