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Saudi Pak Leasing Company Limited’s notice of meeting of the term finance certificate holders

Karachi: We would like to inform you that on our request, the Trustee TFC M/s. First Dawood Investment Bank Limited has called the meeting of TEC holders on December 09, 2011 (copy of notice of meeting attached) at the office of the Company at 6th Floor Lakson Square Building No. 1, Sarwar Shaheed Road, Saddar Karachi, at 3.30 pm to consider the:

(a) Restructure the principal payment of the TFCs; and

(b) Waive the markup applicable on the TFCs.

The company has declared the “Closed Period” for the TFC certificate holders from December 02, 2011 to December 09, 2011 (both days inclusive) as required under clause (xxvi) of the Code of Corporate Governance contained in the Listing Regulation No. 37 of the Exchange.

Accordingly, no Director, CEO or Executive shall, directly or indirectly, deal in the TFC of the Company in any manner during the Closed Period.

Notice of Meeting TFC Holders by Saudi Pak Leasing Company Ltd

Reference to subject, please find enclosed letter received from Saudi Pak Leasing Company Limited for Notice of Meeting of Listed Term Finance Certificate Holders for your record.

Meeting For Restructuring of Term Finance Certificates

Please refer to our letter dated October 13, 2011 regarding our request for restructuring of Term Finance Certificates (TFC-III). In this connection; we hereby confirm the details of proposed meeting as follows:-

 

Date: December 09, 2011
Day: Friday
Time: 3:30 pm
Venue: SPLC’s office located at 5th floor, Lakson Square Building no.1, Sarwar Shaheed Road, Saddar, Karachi

 

You are requested to please inform the above meeting details to all TFCs holders and complete other related formalities.

Notice of Meeting of the Term Finance Certificate Holders of Saudi Pak Leasing Company Limited

Notice is hereby given that a meeting of the Term Finance Certificate Holders (“TFC Holders”) of Saudi Pak Leasing Company Limited “Company” shall be held on Friday, December 09, 2011 at the office of the Company located at 6th Floor, Lakson Square Building No. 1, Sarwar Shaheed Road, Saddar, Karachi at 3.30 pm to transact the business listed herein below:

Background

In order to finance investment to Saudi Pak Leasing Company Limited (“Company”) is business operations of the Company, the Company issued redeemable capital under Section 120 of the Companies Ordinance, 1984 in the form of term finance certificate (“TFCs”) for an aggregate amount of PKR 750,000,000 (Pak Rupees Seven Hundred fifty Million only) (“TFC Issue”).

The TFC Issue comprised of a public offer of PKR 200,000,000 (Pak Rupees Two Hundred Million only) and a private placement of PKR 550,000,000 (Pak Rupees Five Hundred Fifty Million only).

In order to secure the obligations of the Company to redeem the TFCs on each Redemption Date (as defined in the Declaration), the Company entered into a Declaration of Trust (“Declaration”) with First Dawood Investment Bank Limited (“Trustee”) in its capacity as the trustee for the TFC Holders.

The company has paid its redemption obligations due and payable upto, September 13, 2011 as per extra ordinary resolution passed by the TFCs Holders in its meeting held on September 08, 2010. However, due to the liquidity and financial crises prevalent in the financial markets of Pakistan, the Company could not meet its redemption obligations from October 13, 2011 and has accordingly requested the Trustee to:

(a) Restructure the principal payment of the TFCs and

(b) Waive the mark-up applicable on the TFCs.

As the restructuring of the payment of the principal portion of the TFCs and the waiver of mark-up applicable to TFCs is a matter which requires an Extra Ordinary Resolution of the TFC Holder under the Declaration (being in the aggregate seventy five percent (75%) of the Total Voting Rights present at a meeting of the TFC Holder) (“Extra Ordinary Resolution”).

In view of the above, the TFC Holders of the Company are required to attend the meeting of the TFC Holders at the time and venue mentioned above, for the purpose of considering the request of the Company to (a) restructure the principal payment of the TFCs and (b) waive the mark-up applicable on the TFCs by passing the following Extra Ordinary Resolution:

Resolved that:

1. The request of the company to restructure the amount of PKR 515,300,105 (Pak Rupees five hundred fifteen million three hundred thousand and one hundred five only) being the principal portion of the amount due and payable by the Company to the TFC Holders under to Declaration be and is hereby approved and the Trustee be and is hereby authorized by the TFC Holders to negotiate and finalize the terms and conditions in relation to such restricting.

2. The request of the company to waive the mark-up be and is hereby approved and the TFC Holders hereby authorize the Trustee to under into such amendments to the Declaration as may be required in order to reflect such waiver in mark-up payable on the TFCs:

3. The Trustee be and is hereby authorized by the TFC Holders to negotiate and finalize with the Company the terms and conditions in relation to the restructuring of the principal portion of the TFC and the Waiver of t he mark-up rate and to reflect the amendments and modifications that may be required in the Declaration as a result of t he same.

4. The trustee be and is hereby authorized by the TFC Holders to sign, execute and deliver any and all letter, amendments, agreements, supplements or addendums to the Declaration that may be required for the purposes of effecting the (i) restructuring of the principle portion of the TFCs: and (ii) waiver of the mark-up and to generally do all acts, deeds things or matters which may be required, necessary, ancillary or incidental in relation thereto.

5. The approval being granted in this meeting of the TFC Holders shall be considered for all purposes to be an Extra Resolution (as defined in the Declaration) passed at the meeting of the TFC Holders and the same shall be valid and binding on all TFC Holders who are not present in this meeting.

Notes:

1. The register of the TFC holders will remain closed from December 02, 2011 to December 09, 2011 (both days inclusive). Transfer requests received at THK Associates (Pvt). Limited, Ground Floor, State Life Building No.3 Dr. Ziauddin Ahmed Road, Karachi by the Close of business on December 01, 2011 will be treated in time for the Purpose of the meeting.

2. A TFC Holders eligible to attend and vote at the meeting may appoint any other person as proxy to attend and vote in the meeting. Proxies in order to be effective must be received by the Company at the registered office of the Company not later than 48 hours before the schedule time for the meeting.

3. In case of corporate entities, the nominee attending the meeting will produce to the Board of Directors’ a resolution or power of attorney with Specimen signature of the nominee at the time of the meeting.

For more information, contact:
Saudi Pak Leasing Company Limited
6th Floor, Lakson Square,
Building # 1, Sarwar Shaheed Road,
Saddar, Karachi- 74200, Pakistan
Ph: 111-888-999, (021) 5655181-5, 5655215-9
Fax: (021) 5210607-9

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