Bank Makramah Limited has announced major restructuring measures, including a reduction in its sponsor’s shareholding and the conversion of outstanding Term Finance Certificates (TFCs) worth over Rs. 3.35 billion into equity, according to a notice submitted to the Pakistan Stock Exchange (PSX).
It disclosed that its board has approved a sponsor-led proposal aimed at reducing the sponsor’s shareholding and strengthening the bank’s capital structure, alongside a plan to convert outstanding term finance certificate liabilities into equity.
Previously, the sponsor held 861.16 million fully paid ordinary shares, representing 86.1 percent of the bank’s paid-up capital. These shares were issued under a restructuring scheme at Rs. 2.14 per share. The sponsor has now proposed that the shares be treated as having been issued at Rs. 6.25 per share instead.
As a result of the adjustment, the sponsor’s stake will fall to 75.8 percent. The excess shares will be transferred and distributed free of cost among the remaining shareholders, subject to approval of the Scheme of Arrangement by the Islamabad High Court.
If sanctioned by the court, the proposal would involve transferring a portion of the sponsor’s shares for distribution among the remaining shareholders, free of cost.
Separately, the bank also announced a plan to resolve long-outstanding TFC liabilities that have remained unpaid since October 2018 due to financial, regulatory, and macroeconomic constraints.
The board approved a proposal to offer TFC holders conversion of their redemption amounts into equity. The total amount to be converted includes Rs. 1.49 billion in principal and Rs. 1.85 billion in accrued profit up to December 31, 2025, bringing the total to Rs. 3.35 billion.
Under the plan, the amount will be converted into fully paid ordinary shares at a price of Rs. 6.25 per share, adjusted for a share reduction factor of 94.734080314649 percent, and issued to TFC holders according to their respective holdings.
The conversion will increase the bank’s share capital by Rs. 3.35 billion, subject to approval from TFC holders and relevant regulatory and legal processes.
The bank said the restructuring steps are aimed at strengthening its capital base and improving shareholder value going forward.
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