New Future Consumer International Wants to Acquire ZIL Ltd.

Alpha Beta Core Solutions (Private) Limited, being a manager to the offer by New Future Consumer International General Trading LLC (Acquirer), has submitted a Public Announcement of Offer (PAO) to acquire 61.36 percent shares and control of ZIL Limited (PSX: ZIL), the notice issued to PSX said today.

According to the stock filing, a public offer has been made in exchange for 1,182,902 shares (19.32 percent) of ZIL Limited and a share purchase agreement(s) for 3,756,796 shares (61.36 percent) of the company as required and permissible under the regulations.

The buyer has furnished to Alpha Beta Core (Manager) a bank guarantee of $1.4 million from Dubai Islamic Bank Limited for completing the public offer in accordance with the Securities Act 2015 and Listed Companies Regulations, 2017.

The Acquirer has entered into a Share Purchase Agreement dated March 1st, 2023, with the majority shareholder for the purchase of 3,756,796 shares representing 61.36 percent of the total shares of Target Company at Rs. 286.64 per share, roughly amounting to a tendered amount of Rs. 339.07 million.

The filing also said the public offer for the purchase of 1,182,902 shares representing 19.32 percent of the total shares of Target Company at Rs. 286.64 per share is not conditional on the minimum level of acceptance. Provided that in case the number of voting shares offered for sale by shareholders are more than the number offered to be purchased, the acquirer may buy the same on a proportional basis in accordance with Section 112(2) of the Securities Act 2015 or purchase additional shares at its sole discretion.

New Future Consumer International General Trading LLC (Acquirer) plans to turn around the existing business of ZIL Limited and evaluate opportunities as well as explore options for expansion that are to its benefit and its investors, including by not limited to the disposal and sale of the Hyderabad factory with freehold land and related assets. The acquirer shall thereafter determine whether it is advisable for the Target Company to maintain its status as a publicly listed company.

It bears mentioning that ZIL’s shares are not frequently traded on the exchange as per the criteria. During the last 6 months prior to the date of the public announcement of the offer, the shares of ZIL Limited have been traded on 82 days, constituting 64 percent of available trading days. Furthermore, the average daily trading volume in the ready market was 5,830 shares which constitutes around 0.3 percent of its free float.

At the time of filing, ZIL’s scrip at the bourse was Rs. 250, down 3.85 percent or Rs. 10 with a turnover of 3,400 shares on Thursday.

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