Beruflich Dokumente
Kultur Dokumente
INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE
RISK FACTORS GIVEN AT PARA 5.8 BEFORE MAKING ANY INVESTMENT DECISION.
PLEASE NOTE THAT AS PER REGULATION 4(X) OF THE BOOK BUILDING REGULATIONS, 2015, A SUPPLEMENT TO THE PROSPECTUS SHALL
BE PUBLISHED WITHIN FIVE DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION RELATING TO THE
STRIKE PRICE, THE OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE V++
RETAIL PORTION OF THE ISSUE, UNDERWRITING COMMISSION,
CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG WITH NUMBER OF SHARES PROVISIONALLY ALLOCATED TO THEM.
SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBTIED AND SUCH APPLICATIONS MONEY MAY BE FOREFEITED UNDER
SECTION 87(8) OF THE SECURITIES ACT, 2015.
ADVICE FOR INSTITUTIONAL AND INDIVIDUAL INVESTORS
UNDER REGULATION 10(v) OF THE BOOK BUILDING REGULATIONS A SINGLE INVESTOR SHALL NOT SUBMIT MORE THAN ONE BIDDING
APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL
SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.
SUBMISSIONS OF CONSOLIDATED BIDS ARE PROHIBITED UNDER REGULATION 10 OF THE BOOK BUILDING REGULATIONS 2015.
VIOLATION OF WHICH MAY ATTRACT PENALTY UP TO PKR 10 MILLION UNDER REGULATION 27 THEREOF. A BID APPLICATION WHICH IS
BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A
CONSOLIDATED BID.
BOOK RUNNER
*In order to facilitate investors, United Bank Limited UBL is offering electronic submission of application (e-IPO) to its
account holders. UBL account holders can use UBL Net Banking to submit their application via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day
during the subscription period which will close at midnight on October 29, 2015.
BOOK BUILDING PORTION UNDERWRITTEN BY:
For investor education please visit www.jamapunji.pk
Jama Punji is an Investor Education Initiative of the
Securities & Exchange Commission of Pakistan
This Supplement is being published pursuant to Regulation 4(x) of the Book Building
Regulations, 2015. The Prospectus of Amreli Steels Limited earlier published on
September 30, 2015.
Amreli Steels Limited
FLOOR PRICE
STRIKE PRICE
ISSUE PRICE
Underwriters to the Retail Portion of the Issue
S. No.
Names of Underwriter
Number of
Shares
Underwritten
Amount (PKR)
(i)
(ii)
(iii)
Total
Interest of Underwriters, in the Issue and the Issuer other than their role as
Underwriters:
Underwriting Commission (in %age):
Take up Commission (in %age), if any:
Category-wise Breakup of Successful Bidders
S. No.
Category
1
2
3
Commercial Banks
Individual Investors
Institutional Investors:
Investment Banks
Mutual Funds
Provident / Pension Funds
Modarabas
Leasing Companies
DFIs
TREC Holders
Foreign Institutional Investors
4
5
Return on Equity
Special Convertible Rupee Account
Securities and Exchange Commission of Pakistan
Sindh Sales Tax
Total Dissolved Solids
Tons Per Annum
Trading Right Entitlement Certificate
Unique Identification Number
Withholding Tax
Bid
Bid Price
Bidder
Bid Amount
Bid Revision
Bidding Form
Bidding Period
Book Building
Book Runner
Commission
Company / Issuer
Designated Institution
e-IPO Facility
Floor Price
General Public
Institutional Investors
Issue Price
Key Employees
Limit Bid
Limit Price
Margin Money
Ordinary Shares
Prospectus
Regulations
Related Employees
Securities Act
Step Bid
Strike Price
System
Interpretation:
Any capitalized term contained in this Prospectus, which is identical to a capitalized term defined
herein, shall, unless the context expressly indicates or requires otherwise and to the extent as may be
applicable given the context, have the same meaning as the capitalized / defined term provided
herein.
Content
Page No.
1.
11
2.
14
3.
33
4.
48
5.
50
6.
Financial Information
61
7.
Management
72
8.
Miscellaneous Information
82
9.
90
10.
94
11.
101
12.
Memorandum of Association
102
13.
108
10
1.1
1.2
DISCLAIMER:
KSE has not evaluated the quality of the Issue and their clearances should not be
construed as any commitment of the same. The public / investors should conduct
their own independent investigation and analysis regarding the quality of the Issuer
before subscribing.
KSE disclaims any liability whatsoever for any loss howsoever arising from or in
reliance upon this document to anyone, arising from any reason, including, but not
limited to, inaccuracies, incompleteness and / or mistakes, for decisions and /or
actions taken, based on this document.
KSE neither takes responsibility for the correctness of contents of this document nor
the ability of the Company to fulfill its obligations thereunder.
11
1.3
12
1.4
CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER
We being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute
responsibility for the disclosures made in this Prospectus. We hereby certify that the
Prospectus contains all necessary information with regard to the Issuer and the Issue and
constitutes full, true and plain disclosures of all material facts relating to the shares being
offered through this Prospectus and that nothing has been concealed.
The information contained in this Prospectus is true and correct to the best of our knowledge
and the opinions and intentions expressed herein are honestly held.
There are no other facts, the omission of which makes this Prospectus as a whole or any part
thereof misleading.
-Sd____________________
Abbas Akberali
Chief Executive Officer
-Sd_____________________
Fazal Ahmed
Chief Financial Officer
13
PART 2
2
2.1
2.2
Limit Bid: Limit bid is at the Limit Price, which is the maximum price an investor is
willing to pay for a specified number of shares.
In such a case, a Bidder explicitly states a price at which he / she / it is willing to
subscribe to a specific number of shares. For instance, a Bidder may bid for 2.0 million
shares at PKR 26.00/- per share, then total Application Money would amount to PKR
52,000,000/-. The Bid Amount will be PKR 52,000,000/-. Since the Bidder has placed a
Limit Bid of PKR 26.00/- per share, this indicates that he / she / it is willing to subscribe
at or below PKR 26.00/- per share.
Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid
shall not be less than PKR 1,000,000/- and the amount of any individual step shall also
not be less than PKR 1,000,000/-.
14
BOOK RUNNER
AKD Securities Limited (AKDS) has been appointed by the Issuer as the Book Runner to this
Issue. AKDS is registered with the Commission as Book Runner, in accordance with the Book
Building Regulations, 2015.
2.4
ensure that necessary infrastructure and electronic system is available to accept bids
and to undertake the whole Book Building in a fair, efficient and transparent manner;
15
the Book Runner must be financially capable for honoring its commitments arising out
of defaults by their client investors, if any;
iii.
collect Margin Money and subscription money from the Bidders in the manner as
mentioned in the Book Building Regulations, 2015;
iv.
use the software provided by the Designated Institution for the Book Building on such
terms and conditions as may be agreed through an agreement in writing;
v.
ensure that the software used for Book Building is based on Dutch Auction Method for
display of the order book and determination of the strike price;
vi.
ensure that the bidders can access to the System and can revise their bids
electronically using the user ID and the password;
vii.
ensure that it has established not less than two Bid Collection Centers in the city
where the securities exchange on which the issuer is to be listed, is located and in all
major cities of the country at least in the Federal Capital and all the provincial capitals;
viii.
enter into an underwriting agreement with the Issuer with respect to underwriting of
the Book Building portion;
ix.
x.
ensure that it has obtained list and Unique Identification Numbers of the associated
companies and associated undertakings of the Issuer;
xi.
ensure that names and Unique Identification Numbers of all the persons mentioned in
the aforementioned clause (x) are entered and capped at five percent into the System
before commencement of the Bidding Period;
xii.
ensure that no bid in aggregate exceeding five percent in made by the persons
referred in the above clause (x);
xiii.
ensure that it has obtained names and Unique Identification Numbers of the Related
employees of the Issuer and the Book Runner and that names and Unique
Identification Numbers of all such employees are entered into the system and blocked
for participation in the bidding;
xiv.
with the consent in writing of the Issuer, may appoint sub-Book Runner pursuant to an
agreement in writing which shall clearly stipulates the roles and responsibilities of the
sub-Book Runner. The prime responsibility for all acts of the sub-Book Runner shall be
on the Book Runner itself;
xv.
the Book Runner has established Bid Collection Centers at the following addresses:
Karachi
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
16
Lahore
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Islamabad
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Peshawar
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Quetta
Contact:
Direct No.:
PABX No.:
Email:
Postal Address:
17
INTEREST OF BOOK RUNNER AND LEAD MANAGER & ARRANGER IN THE ISSUE AND THE
ISSUER OTHER THAN ITS ROLE AS A BOOK RUNNER AND LEAD MANAGER & ARRANGER
The Book Runner and Lead Manager & Arranger are deemed to be interested to the extent of
fees payable to them by the Issuer for the services of the Book Runner and Lead Manager &
Arranger to the Issue. The Book Runner and the Lead Manager & Arranger have no other
interest in any property or profits of the Company.
2.6
2.7
2.8
The Prospectus for issue of shares has been duly cleared by KSE and approved by
SECP.
b)
The Prospectus, Registration Forms and the Bidding Forms can be obtained from the
Registered Office of Amreli Steels Limited and AKDS and the designated bid collection
centers. Prospectus, Registration Forms and Bidding Forms can also be downloaded
from the following websites of the Book Runner and the Company i.e.
www.akdsecurities.net and www.amrelisteels.com.
c)
Eligible investors who are interested in subscribing to the Ordinary shares should
approach the Book Runner at the addresses provided in paragraph 2.4 for registration
and submitting their Bids.
d)
e)
f)
18
2.9
g)
EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER / DEMAND
DRAFT ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY
A SINGLE PAY ORDER / DEMAND DRAFT SHALL BE ACCEPTED BY THE BOOK RUNNER
ALONG WITH EACH ADDITIONAL PAYMENT FORM.
h)
Standardized Registration Form has been prescribed by the Issuer. Registration Form
shall be submitted at the Bid Collection Centers in person on addresses given in
paragraph 2.4 on the standard Registration Form duly filled in. The Registration Form
shall be serially numbered at the bid collection centers and date and time stamped at
the time of collection of the same from the Bidders.
b)
Upon completion and submission of the Registration Form, the bidders are deemed to
have authorized the Issuer to make necessary changes in the Prospectus as would be
required for finalizing and publishing the supplement to the Prospectus in the
newspapers in which Prospectus was published and filing the supplement with the KSE
and the SECP, without prior or subsequent notice of such changes to the bidders.
c)
The registration procedure under the Book Building process is outlined below:
i.
The registration shall commence from October 02, 2015 between 9:00 AM to 5:00 PM
and will end on October 08, 2015 at 3:00 PM.
ii.
The Registration Form shall be issued in duplicate signed by the Bidder and
countersigned by the Book Runner, with first copy for the Book Runner, and the
second copy for the Bidder.
iii.
The Registration Form shall be submitted through the Bid Collection Centers in person
on addresses given in paragraph 2.4 on the standard Registration Form duly filled in
and signed in duplicate.
iv.
Upon registration of the bidders in the System, the Designated Institution shall assign
and communicate User ID and password to the bidders via email on the email address
provided by them in the Registration Form
v.
The Book Runner may reject any bid for reasons to be recorded in writing provided
the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall
not be challengeable by the bidder or its associates.
vi.
Bid money / margin money shall be deposited along with the Registration Form
through demand draft, pay order and online transfer.
vii.
The pay order shall be made in favor of IPO of Amreli Steels Limited Book Building
Account. For online transfer the payment shall be made into A/C # 0005-1004817637
being maintained in Bank Alfalah Limited Main Corporate Branch, Karachi with the
Account Title IPO of Amreli Steels Limited Book Building Account. Please note
that online transfer facility shall only be allowed to Bank Alfalah Limited customers.
19
2.10
Please note that third party instruments will not be accepted for margin money.
ix.
The Book Runner shall collect an amount of 100% of the application money as bid
money in respect of bids placed by Individual Investors.
x.
The Book Runner shall collect an amount of not less than 25% of the application
money as margin money in respect of bids placed by Institutional Investors.
xi.
The Bidder shall provide a valid email address in the Registration Form so that the
relevant User ID and password can be emailed to them upon registration of the bid.
xii.
The Bidders can use the User ID and password to directly place, revise or withdraw
their bids online.
xiii.
The successful bidders shall be issued shares only in the form of book-entry to be
credited in their respective CDS accounts. All the bidders shall, therefore, provide
their CDC account numbers in the bid application and Registration form.
Standardized Bidding Form has been prescribed by the Issuer in accordance with the
format and content specified by the Commission.
ii.
Registered Investors can submit their bids in person at the Bid Collection Centers
during the bidding dates or can place their bids online at https://bkb.kse.com.pk
using the user ID and password received by them over email upon registration with
the Book Runner.
iii.
The bidding procedure under the Book Building process is outlined below:
a) Bids can be placed at Limit Price or Step Bid. An Eligible Investor shall not place a
bid provided that the minimum size of a limit bid shall not be less than PKR
1,000,000/- (One Million Rupees) and in case of a Step Bid, the amount of any step
shall also not be less than PKR 1,000,000/- (One Million Rupees).
b) In addition to the procedure provided in Regulation 13(2) of the Book Building
Regulations, 2015, the investors may place their bids through any of the Bid Collection
Centers;
c) The persons at the Bid Collection Centers shall vet the bid applications and accept only
such bid applications that are duly filled in and supported by pay order, demand draft
or a bank receipt evidencing transfer of the bid money into the Issuers designated
bank account;
d) On receipt of bid application in accordance with clause (c), the Book Runner shall
enter Bid into the System and issue to the bidder an electronic receipt bearing name
of the book runner, name of the bidding center, date and time;
e) The bidding shall commence from 09:00 am and close at 05:00 pm on all days of the
Bidding Period. The bids shall be collected and entered into the system by the BookRunner till 05:00 pm on the last day of the bidding period; and
f)
20
The Book Runner may on its own discretion accept bid without margin money
provided Book Building Portion is fully underwritten at least at the Floor Price by the
Book Runner.
j)
The Book Runner may reject any bid for reasons to be recorded in writing provided
the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall
not be challengeable by the bidder or its associates.
k) The Designated Institution shall through the System display live throughout the
bidding period an order book in descending order showing demand for shares at
various prices and the accumulated number of shares bid for along with percentage of
the total shares offered. The order book should also show the revised bids and the
bids withdrawn. The order book shall be accessible through websites of the
Designated Institution, Book Runner, securities exchanges, clearing house and the
central depository.
l)
At the close of the bidding period, Strike Price shall be determined on the basis of
Dutch Auction Method.
m) Once the Strike Price is determined all those bidders whose bids are found successful
shall become entitled for allotment of shares.
n) The bidders who have made bids at prices above the Strike Price shall be allotted
shares at the Strike Price and the differential shall be refunded.
o) The bidders who have made bids at the Strike Price shall be allotted shares in
accordance with Regulation 7(2) of the Regulations. In case all the bids made above
the Strike Price are accommodated and shares are still available for allotment, such
available shares will be allotted against the bids made at the Strike Price strictly on
time priority basis.
p) The bidders who have made bids below the Strike Price shall not qualify for allotment
of shares and their margin money shall be refunded within five working days of the
close of the bidding period.
21
22
BANK ACCOUNT FOR BOOK BUILDING AND GENERAL PUBLIC (RETAIL) PORTION
The Issuer has opened two separate bank accounts for collection of applications money, one
each for the Book Building portion and the General Public portion (Retail Portion) of the Issue.
The Bidders shall draw demand draft or pay order in favor of IPO of Amreli Steels Limited
Book Building Account which has been opened at Bank Alfalah Limited (Collection Bank).
The Collection Bank shall keep and maintain the bid money in the said account. The bid money
of the successful bids shall remain in the respective IPO accounts specifically opened for this
purpose till completion of the IPO and issuance of NOC by the concerned Stock Exchange(s).
2.12
23
b)
2.13
24
6.
7.
8.
9.
10.
It is however pertinent to note that the procedure and requirements of each institution
differs, hence it is advised to request the procedure from each relative institution.
Payments made by foreign investors shall be supported by proof of receipt of foreign currency
through normal banking channels. Such a proof shall be submitted along with the application
by the foreign investors.
2.14
2.15
2.16
2.17
a)
According to Regulation 5(6) of the Regulations, in case the Issuer does not receive bids for
the number of shares allocated under the Book Building Portion, at the Floor Price, the offer
shall be cancelled and the same shall be immediately intimated to the Commission, all the
securities exchanges and the Designated Institution and the margin money shall be refunded
to the bidders immediately but not later than two working days of the closing of the Bidding
Period.
b)
The Book Building process will be considered as cancelled if the total number of bids received
is less than forty.
25
a)
At the close of the bidding period, Strike Price shall be determined on the basis of Dutch
Auction Method by the System. Under this methodology, the strike price is determined by
lowering the price to the extent that the total number of shares offered is subscribed.
b)
The Order Book shall display the bid prices in a tabular form in descending order along with
the number of shares bid for and the cumulative number of shares at each price level.
c)
Once the strike price is determined all those Bidders whose bids have been found successful
shall become entitled for allotment of shares. The Bidders, who have made bids at prices
above the strike price, will be issued shares at the strike price and the differential, if any, will
be refunded. The Bidders, who have made bids below the strike price, shall not qualify for
allotment of shares and their margin money shall be refunded.
d)
In case the bids received are sufficient to allot the total number of shares offered for sale
under the Book Building Portion, the allotment shall be made on the basis of highest bid
priority that is the bid made at the highest price shall be considered first for allotment of
shares.
e)
In case all the bids made above the Strike Price are accommodated and shares are still
available for allotment, such available shares will be allotted against the bids made at the
Strike Price strictly on time priority basis.
The mechanism for determination of the strike price can be understood by the following
illustration:
a) Number of shares being Offered through the Book Building: 55,502,857 Ordinary Shares
b) Floor Price: PKR 24.00/-per share
c) Bidding Period: From October 07, 2015 to October 08, 2015
d) Bidding Time: 9:00am - 5:00pm
e) Bid Withdrawal Time: 9:00am - 4:00pm
f) Bidding Revision Time: 9:00am - 5:00pm
Bidder
Price
(PKR /Share)
Institution A
Institution E
Institution B
Individual Investor A
Institution C
Institution D
Individual Investor B
Institution F
Institution G
Individual Investor C
Institution I
Institution B
Individual Investor D
Individual Investor F
Institution H
Individual Investor E
Individual Investor F
35.00
34.75
34.75
34.50
34.25
34.00
33.75
33.50
33.25
33.00
32.75
32.50
32.25
32.00
31.75
31.50
31.25
Bid Withdrawn
Quantity
(Shares in Million)
Cumulative
Number of Shares
(Shares in million)
3.50
1.50
3.00
5.00
5.55
3.50
4.50
5.55
4.50
3.50
4.00
3.00
4.00
5.55
3.50
2.00
3.00
3.50
5.00
6.50
11.50
17.05
20.55
25.05
30.60
35.10
38.60
42.60
45.60
46.60
52.15
55.65
57.65
60.65
Category
of order
Limit Price
Limit Price
Limit Price
Step Bid
Step Bid
Limit Price
Limit Price
Limit Price
Limit Price
Limit Price
Step Bid
Limit Price
Step Bid
Limit Price
Step Bid
Step Bid
Limit Price
Total Shares
Subscribed
At PKR 35.00 per share, investors are willing to buy 3.50 million shares. Since 52.00 million
shares are still available, therefore the price will be set lower.
26
At PKR 34.75 per share, investors are willing to buy 3.00 million shares. Since 49.00 million
shares are still available, therefore the price will be set lower.
At PKR 34.50 per share, investors are willing to buy 5.00 million shares. Since 44.00 million
shares are still available, therefore the price will be set lower.
At PKR 34.25 per share, investors are willing to buy 5.55 million shares. Since 38.45 million
shares are still available, therefore the price will be set lower.
At PKR 34.00 per share, investors are willing to buy 3.50 million shares. Since 34.95 million
shares are still available, therefore the price will be set lower.
At PKR 33.75 per share, investors are willing to buy 4.50 million shares. Since 30.45 million
shares are still available, therefore the price will be set lower.
At PKR 33.50 per share, investors are willing to buy 5.55 million shares. Since 24.90 million
shares are still available, therefore the price will be set lower.
At PKR 33.25 per share, investors are willing to buy 4.50 million shares. Since 20.40 million
shares are still available, therefore the price will be set lower.
At PKR 33.00 per share, investors are willing to buy 3.50 million shares. Since 16.90 million
shares are still available, therefore the price will be set lower.
At PKR 32.75 per share, investors are willing to buy 4.00 million shares. Since 12.90 million
shares are still available, therefore the price will be set lower.
At PKR 32.25 per share, investors are willing to buy 4.00 million shares. Since 8.90 million
shares are still available, therefore the price will be set lower.
At PKR 32.00 per share, investors are willing to buy 5.55 million shares. Since 3.35 million
shares are still available, therefore the price will be set lower.
At PKR 31.75 per share, investors are willing to buy 3.50 million shares. Since after bidding for
3.50 million shares at PKR 31.75 per share, no shares will be available therefore the Strike
Price will be set at PKR 31.75 per share for the entire lot of 55.50 million shares.
The bidders who have placed bids at prices above the Strike Price (which in this illustration is
PKR 31.75/- per share), will become entitled for allotment of shares at the Strike Price and the
differential amount would be refunded.
Investors who have bid below PKR 31.75/- per share do not qualify for allotment and their
money would be refunded.
After allotment in the aforementioned manner, 3.35 million shares are still available for
allotment. These shares will be allotted to Bidders who have placed bid(s) at PKR 31.75 per
share, however for the purpose of allotment of these 3.35 million shares preference will be
given to the Bidder who has placed the bid earlier.
27
2.20
2.21
UNDERWRITING
After determination of the Strike Price the Book Runner shall within two (2) working days of
the closing of the bidding period enter into an Underwriting Agreement with the Issuer
indicating the number of shares that the Book Runner would underwrite at the strike price
and the Underwriting Commission / Fee to be charged.
2.22
28
2.24
(i)
Name
Shershah Industries (Pvt.) Limited
Synergies Textra (Pvt.) Limited
NTN
0676464-9
2923585-5
Note: As required in Regulation 5(8) of the Regulations, the Associated Companies and Associated
Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book
Building Portion.
(ii) Related Employees
Serial
1
2
3
4
5
6
1
2
3
4
5
6
7
Fathers /
Designation
Husbands Name
Related Employees of the Issuer
Abbas Akberali
Akberali
Chief Executive Officer
Hadi Akberali
Abbas Akberali
Director Projects
Fazal Ahmed
Syed Ahmed Ali
Chief Financial Officer
Zoeb Salemwala
Yousuf Ali
Company Secretary
Taha Umer
Waqas Khalid
Manager Finance
Shakir Ali Bhaiji
Zoaib Hussain Bhaiji Assistant Manager Taxation
Related Employees of the Book Runner
Muhammad Farid Alam Muhammad Alam
Chief Executive Officer
Umair Aijaz
Aijaz Ahmed Sheikh Executive Director
Syed Khurram Shahid
Syed Shahid Rehan
Senior Vice President
Mohammad Yasir Khan Jameel Akhtar Khan Vice President
Eliya Hamid Syed
Syed Hamid Umer
Analyst
Arsalan Nazir
Nazir Hussain
Analyst
Jazib Sohail
Sohail Ahmed
Analyst
Name
CNIC
42301-1074677-3
42301-8303088-9
42301-4500464-7
42301-0946522-7
42201-2415927-1
42301-9681062-1
42301-1611886-9
42301-4398940-3
42301-7821233-5
42501-5030821-1
42201-9362282-4
42201-9833259-5
42201-7095843-9
Note: As required in Regulation 11 of the Regulations, Related Employees of the Issuer and the Book
Runner shall not participate in the bidding for shares.
29
-Sd__________________
Abbas Akberali
Chief Executive Officer
30
Being mandated as Joint Lead Managers & Arrangers to this Initial Public Offering of Amreli
Steels Limited through the Book Building process, we confirm that all material information as
required under the Companies Ordinance, 1984, the Securities Act, 2015 and the Book Building
Regulations, 2015 has been disclosed in this Prospectus and that whatever is stated in
Prospectus and in the supporting documents is true and correct to the best of our knowledge
and belief and that nothing has been concealed.
-Sd____________________
Umair Aijaz, FCCA
Executive Director
Investment Banking & Finance
-Sd____________________
Imtiaz Gadar
Head of Public Markets
31
Being mandated as Book Runner to this Initial Public Offering of Amreli Steels Limited through
the Book Building process, we confirm that all material information as required under the
Companies Ordinance, 1984, and the Book Building Regulations, 2015 has been disclosed in this
Prospectus and that whatever is stated in Prospectus and in the supporting documents is true
and correct to the best of our knowledge and belief and that nothing has been concealed.
-Sd________________________
Mohammad Yasir Khan
Vice President
Investment Banking
-Sd________________________
Umair Aijaz, FCCA
Executive Director
Investment Banking & Finance
32
Face Value
(PKR)
Premium
(PKR)
Total (PKR)
4,200,000,000
800,000,000
5,000,000,000
4,200,000,000
800,000,000
5,000,000,000
Sponsors
Mahvash Akberali
Hadi Akberali
Salsabil Abbas Akberali
Shares held by Sponsors
222,758,570 Total
Present Issue
Number of
Shares
Allocation to Institutions / Individual Investors
through Book Building process at a Strike Price
55,502,857
of XX/- per share
18,750,000 General Public
74,252,857 Total Present Issue
297,011,427 Grand Total (Post IPO Paid-up Capital)
557,329,300
374,192,120
8,669,820
940,191,240
557,329,300
374,192,120
8,669,820
940,191,240
2,227,585,700
2,227,585,700
Face Value
(PKR)
Premium
(PKR)
Total (PKR)
[X]
[X]
[X]
[X]
[X]
[X]
[X]
[X]
555,028,570
187,500,000
742,528,570
2,970,114,270
33
Date of Issue
25-March-85**
26-Aug-86**
18-March-09***
**These shares were issued to various shareholders of the Company against purchase of plant and
machinery. These shares were issued in compliance with the prevailing regulations at the time of
the issue.
***These shares were issued to various shareholders of the Company against purchase of property.
The requirements of Rule 8 of the Companies (Issue of Capital) Rules, 1996 have been fully complied
with in this regard.
There has been no other issue of shares otherwise than in cash other than those mentioned above.
Furthermore, the Company has not so far issued any shares against goodwill and other intangible
assets. For further details, please refer to para 3.9.
Notes:
I.
As per Rule 3 (I) (iv) of the Companies (Issue of Capital) Rules, 1996, the sponsors shall at all
times retain at least 25% of the capital of the Company.
II.
As per Clause (a) of the Regulation 5.4.5 of the Listing of Companies and Securities Regulations
of KSE, Sponsors shareholding in excess of 25% shall not be saleable for a period of six months
from the date of public subscription.
III.
As per Clause (b) of the Regulation 5.4.5 of the Listing of Companies and Securities Regulations
of KSE, allocation of shares under Pre-IPO placement including employees of the companies /
group companies etc. shall not be saleable for a period of six months from the date of public
subscription.
IV.
As per Regulation 10(2) of the Book Building Regulations, 2015 allocation or allotment of
shares to investors through Pre-IPO Placement, Private Placement or through any other mode
during the period of six months preceding the bidding date, at a price lower than the Strike
Price, shall not be saleable for a period of six months from the date of closing of subscription
period for Retail Portion of the Issue.
V.
In case the Issuer does not receive bids for the number of shares allocated under the Book
Building Portion, at the Floor Price, the offer shall be cancelled and the same shall be
immediately intimated to the Commission, all the securities exchanges and the Designated
Institution and the margin money shall be refunded to the bidders immediately but not later
than two working days of the closing of the Bidding Period.
3.2
34
d)
e)
3.4
35
MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE
PUBLIC PORTION OF THE ISSUE
The basis and conditions of allotment to the General Public shall be as follows:
(a)
Application for shares below the total value of PKR [*] (Issue Price x 500 Shares) shall
not be entertained.
(b)
The minimum amount of application for subscription is of 500 ordinary shares is PKR [*]
(Issue Price x 500 Shares).
(c)
Application for shares must be made for 500 shares or in multiple of 500 shares only.
Applications which are neither for 500 shares nor for multiples of 500 shares shall be
rejected.
(d)
(e)
If the shares offered to the General Public are sufficient to accommodate all
applications, all applications shall be accommodated.
(f)
If the shares applied for by the General Public are in excess of the shares offered to
them, the distribution shall be made by computer balloting, in the presence of the
representatives of the Stock Exchanges in the following manner:
i. If all applications for 500 shares can be accommodated, then all such applications shall
be accommodated first. If all applications for 500 shares cannot be accommodated
then balloting will be conducted among applications for 500 shares only.
ii. If all applications for 500 shares have been accommodated and shares are still
available for allotment, then all applications for 1,000 shares shall be accommodated.
If all applications for 1,000 shares cannot be accommodated then balloting will be
conducted among applications for 1,000 shares only.
iii. If all applications for 500 shares and 1,000 shares have been accommodated and
shares are still available for allotment, then all applications for 1,500 shares shall be
accommodated. If all applications for 1,500 shares cannot be accommodated then
balloting will be conducted among applications for 1,500 shares only.
iv. If all applications for 500 shares, 1,000 shares and 1,500 shares have been
accommodated and shares are still available for allotment, then all applications for
2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be
accommodated then balloting will be conducted among applications for 2,000 shares
only.
36
After the allotment in the above mentioned manner, the balance shares, if any, shall be
allotted in the following manner:
i. If the remaining shares are sufficient to accommodate each application for over 2,000
shares, then 2,000 shares shall be allotted to each applicant and the remaining shares
shall be allotted on pro-rata basis.
ii. If the remaining shares are not sufficient to accommodate all the remaining
applications for at least 2,000 shares, then balloting shall be conducted for allocation of
2,000 shares to each applicant.
iii. If the Issue is oversubscribed in terms of amount only then the allotment of shares
shall be made on the following basis:
First preference will be given to the applicants who applied for 500 shares;
Next preference will be given to the applicants who applied for 1,000 shares;
Next preference will be given to the applicants who applied for 1,500 shares; and
Next preference will be given to the applicants who applied for 2,000 shares.
iv. After allotment of the shares in the above mentioned manner, the balance shares, if
any, shall be allotted on a pro-rata basis to the applicants who applied for more than
2,000 shares.
v. Allotment of shares will be subject to scrutiny of the applications for subscription.
vi. Applications which do not meet with the above requirements or which are incomplete
will be rejected.
3.6
3.7
37
TRANSFER OF SHARES
(a) PHYSICAL SCRIPS
Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall
not refuse to transfer any fully paid share unless the transfer deed is, for any reason,
defective or invalid or is not accompanied by the relevant share certificate. Provided that
the Company shall within thirty (30) days from the date on which the instrument of
transfer was lodged with it, notify the defect or invalidity to the transferee who shall,
after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed
with the Company.
(b) TRANSFER UNDER BOOK ENTRY SYSTEM
The shares maintained in the CDS in the book entry form shall be transferred in
accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL
Regulations.
3.9
S. No
No. of Shares
Issued
Par Value
(PKR)
1
2
3
4
5
6
7
8
9
10
11
12
Total
3
270,000
47,500
682,497
2,500,000
1,000,000
20,250,000
32,175,000
26,462,000
60,038,640
44,461,950
34,870,980
222,758,570
10
10
10
10
10
10
10
10
10
10
10
10
Premium
per Share
(PKR)
-
Total Amount
including
Premium (PKR)
30
2,700,000
475,000
6,824,970
25,000,000
10,000,000
202,500,000
321,750,000
264,620,000
600,386,400
444,619,500
348,709,800
2,227,585,700
Consideration
Date of Issue
Cash
Other than in Cash*
Cash
Other than in Cash**
Cash
Cash
Cash
Other than in Cash***
Cash
Cash
Cash
Cash
23-Dec-84
25-March-85
26-Aug-86
26-Aug-86
27-April-93
10-Dec-94
23-June-08
18-March-09
07-Nov-09
28-June-10
07-Jan-11
25-April-11
38
The installation of the largest capacity rebar plant in Pakistan will give AMSL the benefits
of globally competitive conversion costs and economies of scale
Productions of high quality products which will be in line with international standards
Optimum productivity and reduction of conversion costs through the following measures:
Using of long billets of higher weight will achieve high yields of up to 97%
Hot link with continuous billet caster of Steel Melt Shop will reduce natural gas
consumption in reheating of billets
Reduction in scale loss
39
Efficiency and control to achieve high productivity and high level of automation
according to international standards
40
Description
Main Rolling Mill Plant &
Machinery (Advance Payment)
Beneficiary
LC Amount
Primetals Technologies
PKR 303,406,472
Reheating Furnace*
PKR 404,429,598
PKR 49,640,000
*AMSL has shortlisted two suppliers each for the Reheating Furnace and the Pre-fabricated
Shed Structure and after negotiations one supplier would be finalized for each product in
whose name the LC shall be opened.
Note: As per the Special Condition No. 4 of SECP approval letter dated September 15, 2015,
in case the aforementioned Advance Payments / LCs in aggregate amounting to PKR 757.47
million (27.54% of the total LCs amount) are not made / opened within fifteen (15) working
days of the closing of the Book Building portion, the Company shall not proceed with the
Retail Portion of the Issue and subscription money of the successful bidders shall be
refunded within five (5) working days of the twentieth (20th) working day from the close of
Book Building portion.
3.11
INTEREST OF SHAREHOLDERS
None of the holders of the issued shares of the Company have any special or other interest in
the property or profits of the Company other than as holders of the Ordinary shares in the
capital of the Company.
3.12
DIVIDEND POLICY
The Company has not paid out any dividends to date and have retained all previous profits for
the growth of business. However, going forward the Company intends to follow a consistent
profit distribution policy for its members subject to profitability, availability of adequate cashflows and shareholders approval.
The rights in respect of capital and dividends attached to each share are and will be the same.
The Company in its general meeting may declare dividends but no dividend shall exceed the
amount recommended by the Directors. Dividend, if declared in the general meeting, shall be
paid according to the terms of the provisions of the Ordinance.
The Directors may from time to time pay to the members such interim dividends as appear to
the Directors to be justified by the profits of the Company. No dividend shall be paid
otherwise than out of the profits of the Company for the year or any other undistributed
profits.
No unpaid dividend shall bear interest or mark-up against the Company. The dividends shall
be paid within the period laid down in the Ordinance.
41
3.14
DEDUCTION OF ZAKAT
Income Distribution will be subject to deduction of Zakat at source, pursuant to the provisions
of Zakat and Ushr Ordinance, 1980. (XVIII of 1980) as may be applicable from time to time
except where the Ordinance does not apply to any shareholder or where such shareholder is
otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of
and as provided in that Ordinance.
3.15
3.16
S. No.
Tax Year
2016
Less than
twelve
months
15.00%
Tax Rate
Holding Period of Securities
Twelve months or
Twenty four months or
more but less than
more but less than
twenty four months
forty eight months
12.50%
7.50%
More than
forty eighty
months
0%
3.17
3.18
INCOME TAX
The income of the Company is subject to Income Tax under the Income Tax Ordinance, 2001.
3.19
DEFERRED TAXATION
Deferred tax is accounted for using the balance sheet liability method in respect of all
temporary differences arising from differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation
of the taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary
42
SALES TAX
The Company is a Sales Tax registered entity and is subject to sales tax under Chapter XI of the
Sales Tax Special Procedures Rules, 2007 issued under Sales Tax Act, 1990 whereby the
Company is liable to pay Sales Tax at the specified rate per units of electricity consumed for
the production of steel billets and M.S bars which is considered as final discharge of Sales Tax
liability by the Company.
3.21
3.22
3.23
3.24
43
44
45
46
No. of Shares
Total Equity (as at March 31, 2015)*
EPS (for the 9 months ended March 31, 2015)
Annualized EPS
Book Value Per Share
P/E
P/B
Pre-IPO
Post-IPO
222,758,570
PKR 5,410,056,183
PKR 2.60
PKR 3.47
PKR 24.29
6.92x
0.99x
297,011,427
PKR 7,192,124,751
PKR 1.95
PKR 2.60
PKR 24.24
9.22x
0.99x
*Post-IPO BVPS has been calculated after adding the proceeds of the IPO including share
premium based on the floor price of PKR 24/- per share
Peer Group Analysis
The following is the peer group comparison of Amreli Steels Limited with other listed
Companies:
Amreli
Steels
Mughal
Iron and
Steel
Industries
International
Steels
International
Industries
Crescent
Steel and
Allied
Products
Aisha
Steel
Mills
Huffaz
Seamless
Pipe
Industries
222.76
109.39
435.00
119.89
62.11
271.06
55.48
24.00
68.20
27.63
77.99
95.08
9.00
23.80
Market Capitalization
5,346
7,460
12,019
9,350
5,905
2,440
1,321
Total Assets
12,335
8,050
22,877
34,807
6,605
15,472
7,226
Total Liabilities
6,925
6,246
17,544
25,947
1,394
12,700
2,673
Total Equity
5,410
1,804
5,334
8,860
5,211
2,772
4,552
Revenue
10,585
7,972
12,834
25,037
1,883
6,670
1,359
580
478
(1.00)
172
68
(967)
(19)
2.60
4.37
(0.00)
1.44
1.09
(3.57)
(0.35)
3.47
5.82
(0.00)
1.91
1.46
(4.76)
(0.46)
24.29
16.49
12.26
73.90
83.90
10.23
82.05
6.92
11.72
N/A
40.73
65.26
N/A
N/A
0.99
4.14
2.25
1.06
1.13
0.88
0.29
47
4.1
UNDERWRITING
Book Building Portion
AKD Securities Limited has been mandated as the Book Runner to the Issue. The Book Runner
will underwrite the Book Building portion of the Issue which comprises 74.75% of 74,252,857
Ordinary Shares as required under Regulation 20(2)(viii) of the Regulations at the Strike Price
determined through the Book Building process. In the opinion of the Directors, the resources
of the Underwriters are sufficient to discharge their underwriting commitments / obligations.
General Public Portion
As required under Rule 4(iii) of the Companies (Issue of Capital) Rules, 1996, the General
Public portion of the Issue of 18,750,000 Ordinary shares will be underwritten and within five
(05) working days from the close of the Bidding Period, the names of the underwriters will be
published in the Supplement to the Prospectus in at least in all those newspapers in which the
Prospectus was earlier published and also disseminated through the Securities Exchange
where shares are to be listed.
4.2
UNDERWRITING COMMISSION
Book Building Portion
The Book Runner will be paid underwriting commission at the rate of 0.25% of the Book
Building portion of the Issue. In addition to the underwriting commission, the Book
Runner will be paid a take-up commission at the rate of 0.50% of the amount of shares
taken up.
General Public Portion
The Underwriters will be paid an underwriting commission at the rate of 1.50% of the
amount underwritten by them. In addition, a take-up commission at the rate of 2.00%
shall be paid to the underwriters on the value of the shares to be taken-up by virtue of
their respective underwriting commitments / obligations.
4.3
48
4.5
BROKERAGE
For this Issue, brokerage shall be paid to the TRE Certificate Holders of KSE, LSE and ISE at the
rate of 1.00% of the value of shares (including premium if any) on successful applications. No
brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their
underwriting commitments.
4.6
49
5.1
COMPANY HISTORY
The Amreli family has been in the business of steel manufacturing for over 50 years. The
founders of Amreli Steels came to Karachi in 1946, from a small town called Amreli in Gujrat,
India. They established themselves in a small shop in Karachi, dealing with nails, screws, files,
wires and other hardware items. They then started manufacturing nails, rivets, screws and
wires drawn from wire-rod.
During the 70s, they established a number of hot rolling mills to produce steel bars, angles,
and T-iron. In 1973, they also started ship-breaking operations for taking out ship plates to roll
into bars under the umbrella of Amreliwala Hardware Industries, a partnership concern. By
the early 80s, and with the advent of strong increase in the quantity and quality of steel, AMSL
scrapped all its manual re-rolling mills and imported a semi-automatic mill from the United
Kingdom, manufactured by Danieli (Italy), one of the worlds best manufacturers of steel
equipment. In 1984, Amreliwala Hardware Industries was converted into a Private Limited
Company.
In 1989, AMSL became the first company to introduce the concept of deformed steel bars in
Pakistan and in 1991 the name of Amreliwala Hardware (Private) Limited was changed to
Amreli Steels (Private) Limited. In 1993, AMSL produced 50,000 tons of steel bars for the first
time in Pakistans history of making steel re-bars using European technology.
In 2007, the Company acquired modern Italian and Chinese re-rolling technology which
increased the production capability from 75,000 tons per annum to 180,000 tons per annum,
the first company in Pakistan to have a capacity of this size. In 2008, AMSL became the first
company to introduce Thermo Mechanical Treatment Technology in Pakistan. AMSL
converted from a private limited company to a public limited company on May 11, 2009. The
Company added another feather to its cap in 2009 by introducing earthquake resistant re-bars
in Pakistan.
Since its inception, AMSL has managed to build its reputation as one of the most trusted and
reliable manufacturers of steel reinforcement bars in Pakistan. Not only does the Company
takes pride in it being the largest steel bar manufacturer in the country, but the Amreli Steels
brand has become synonymous with quality, strength and durability, making it the preferred
choice of industry professionals today. AMSL is a dynamic and a mission-driven company that
believes in strict adherence to its corporate values and code of ethics.
Today, AMSL is one of the largest manufacturers of Steel Reinforcement Bars in Pakistan. The
Company is headquartered in the industrial hub of Karachi. The Company operates a state-ofthe-art Rolling Mill of 180,000 TPA capacity at S.I.T.E. Karachi and a modern Steel Melting
Shop of 200,000 TPA capacity set-up at Dhabeji, Karachi. The integrated operation of melting
and rolling facilities ensure regular supply of high quality billets required for production of
high strength reinforcement bars and also add to the economic strength of the Company
through value addition.
AMSL is the backbone that supports some of the mega structures of Pakistan including famous
landmarks, airports, infrastructures and other residential projects. Jinnah International
Airport, Allama Iqbal International Airport, Aga Khan University and Hospital, MCB Tower,
Ghazi Barotha Dam and the Northern Bypass are a few of many remarkable structures whose
50
No. of Shares
Holding (%)
Abbas Akberali
91,294,723
40.98%
Mahvash Akberali
55,732,930
25.02%
Hadi Akberali
37,419,212
16.80%
Shayan Akberali
35,694,840
16.02%
1,746,383
0.78%
866,982
0.39%
1,000
0.00%
Badar Kazmi
1,000
0.00%
Mariam Akberali
1,000
0.00%
500
0.00%
Kinza Shayan
Total
222,758,570
100.00%
Plant Location
AMSLs re-rolling facilities are located at D-89, Shershah Road, S.I.T.E., Karachi and the steel
melting plant is located at Dhabeji, which is 16 km from Port Qasim, Karachi.
51
Tons Imported
23,542
18,251
10,121
26,284
27,419
7,072
8,345
15,288
285
8,230
4,015
17,852
10,610
1,960
12,017
1,005
5,079
197,375
Three different types of alloys are used by the Company as raw material, which are imported
from India and include the following:
Ferro Manganese
Ferro Silicon
Silicon Manganese
5.2
52
Lower operational costs relative to other technologies because it does not require use
of expensive electrodes, oxygen, or specialized refractory materials
Melting losses are lower than other technologies
Alloying is simple and accurate
Environmentally friendly as there is 80% less dust, 30% lower noise, and 80% lower
slag generation
Electrical flickers that disturb the grid are non-existent
Utilities
At Dhabeji, the Company is supplied with power by K-Electric from the national grid at
132KV/11KV with the transformer rating of 50/63 MVA which is more than sufficient to cater
to the requirement of ASMLs existing operations and expansion plans. Further, the Company
has laid one extra phase cable of 132KV to avoid single point of failure.
The Company has a dedicated bay at K-Electrics Dhabeji grid station, from which its dedicated
power feeders transmit power at 132KV voltage to the grid station located at the site where it
is stepped down to 11KV and is further lowered to various voltages as required by different
plant and equipment.
The gas supply line comes from a high pressure natural gas line which is along the National
Highway. Pressure Reducing Station (PRS) is installed at the plants main premises to control
the pressure as per the requirements. AMSL is currently using a gas pressure of 8 psig which is
more than sufficient for its existing needs and will conveniently cater to the immediate
expansion requirements.
The Company has its own deep well bore and the quality of water is less than TDS value of
10,000 ppm. The high TDS water is processed to convert into soft water of TDS of less than
150 ppm through PLC based Reverse Osmosis Plant (ROP). The softened water is supplied
through ROP to all process equipment of the mill. AMSL also has a water connection from
KWSB as second option to avoid single point of failure so as to ensure availability of consistent
and good quality water as per the requirement of the mill.
As a CSR initiative, mineral water is provided to all workers and staff at Dhabeji. This is done
by adding requisite quantity of mineral into the softened water through a processing system.
53
54
Manufacturer
Tenova Metals
Krupp
Shougang
Siderplant
Hollteck
Nantong rising
Atomat Group
PRODUCTS OFFERED
AMSL product range comprises of the following products:
Xtreme Bars G-500
Xtreme G-500 is a high strength deformed rebar that is produced by using the water
quenching technology. The specifications of the XTreme G-500 bars meet international
standards and benchmarks and the sizes range from 9.5mm to 40mm in diameter.
Features of X-treme G-500:
High design yield strength of 500 MPA
Requires 15% less steel in construction compared to grade 60-rebars available in the
market
Superior bendability; can be safely bent without cracking
All bar sizes are rolled to a very close tolerance, which is possible due to the fully
computerized and automatic rolling mill, so that customers get more meters of steel
per ton
Descaled bars have better bonding with concrete and less wastage at site
The bars are safely weldable under field conditions
The bars are needle straight due to the continuous rolling facility deployed at AMSL
No local product is currently available in the market that can match the above specifications. A
growing number of international and local developers engaged in Pakistan now require rebars that can meet these evolved criteria. The product has been registered with Pakistan
Standards and Quality Control Authority.
Deformed Steel Bars G-60
These are grade 60 steel bars that conform to ASTM A615 (American Standard for Testing and
Materials) in sizes ranging from 10mm to 40mm in standard 12 meter lengths. Specific /
customized lengths are also rolled depending on customer requirements. These bars are
rolled from the billets manufactured by AMSL at its steel melt shop and are quality assured for
consistency and reliability.
55
The installation of the largest capacity rebar plant in Pakistan will give AMSL the benefits
of globally competitive conversion costs and economies of scale
Productions of high quality products which will be in line with international standards
Optimum productivity and reduction of conversion costs through the following measures:
Using of long billets of higher weight will achieve high yields of up to 97%
Hot link with continuous billet Caster of Steel Melt Shop will reduce natural gas
consumption in reheating of billets
Reduction in scale loss
Efficiency and control to achieve high productivity and high level of automation
according to international standards
Estimated Cost of New Project
Development of Acquired Land
Pre Fab Shed and Civil works
Furnace
Imported Mill Equipment
Project Related Utilities
Quality Control
Material Handling Equipment
Electricals
Work Shops and Tools
Weighing Scale
Networking (System Software and Hardware)
Consultants Fees
Initial Spares
General Expense
Office Equipment & Furniture
Total
PKR (mn)
1.6
340
417
2,037
68.4
5.4
84.9
204.8
22.2
7.7
6.0
17.8
103.0
50.0
10
3,376
The Company has already started working on the initial stages of the project. The Company
has entered into an agreement with Primetals Technologies Italy S.r.l. for supply of brand new
rolling mill machinery, which includes mechanical, electrical and automation equipment. Land
preparation and soil investigation has been completed and forwarded to consultants for initial
design of the rolling mill. Extension of workers and staffs accommodation to accommodate
new workers / staff has been finalized. Preliminary civil work including land leveling, electrical
resistivity test, back filling and boundary wall work has started.
56
Utilities
Dhabeji is an area of high power availability where K-Electric has excess power generation
capacity and a dearth of customers in this area. As a result, stability and availability of power
on the national grid in this area is exceptionally high. The advantage of drawing power directly
from the national grid at 132 KV is that there is no power failure at this voltage level. Grid
design always ensures that load is shed at the lowest voltages first in order to protect the
integrity of the national power distribution system. The Company has invested heavily in
infrastructure to enable it to tap directly into the national grid at this high voltage level which
assures continuity and stability of power. The area AMSL is located in is of special importance
as it is fed by the same high voltage feeders as KWSBs pumping station, which supplies water
to all of Karachi and companies like ICIs PTA plant (now owned by Lotte Group) and Linde,
both of which are continuous operation plants and cannot have interruptions to their power.
These companies have been supplied power for years without interruptions. These factors
further ensure the strategic importance of the grid in this area, which was a vital factor when
the Company was selecting the site for the steel melt shop and its future expansion needs.
AMSL is currently using a gas pressure of 8 psig from a high pressure natural gas line which is
along the National Highway. This is more than sufficient for its existing needs and will
conveniently cater to the immediate expansion requirements and has room for further
expansion in future.
57
Acquisition of land
Contract finalization with equipment supplier
Layout finalization of equipment with auxiliaries
Opening of LCs for the import of machineries
Basic calculations of mill operating parameters and
Dec 2015
equipment design
Detail designing of equipment with general
arrangement of drawing and loading for civil foundation Apr 2016
and utility requirements
Manufacturing of mechanical equipment
Aug 2016
Civil foundations and shed erection
Aug 2016
Delivery of mechanical equipment
Sep 2016
Manufacturing of electrical equipment
Aug 2016
Delivery of electrical equipment
Sep 2016
Installation of mechanical equipment at project site
Nov 2016
Installation of electrical equipment at site
Nov 2016
Cold commissioning (dry run of all mechanical and
Dec 2016
electrical equipment )
Hot commissioning (running of all mechanical and
Apr 2017
electrical equipment)
Commercial production start
May 1, 2017
*Subject to successful IPO at least 7 days before opening of LC
5.5
SECTOR OVERVIEW
Steel is one of the most widely used metals in the world. The iron and steel industry fuels
industrialization and plays a key role in the development of the economy. The international
steel market remained volatile in the period 2012-13. However, demand for steel from China,
one of the biggest steel markets, is expected to grow in the future to meet the growing need
for buildings, infrastructure and transport1. Both developed and developing countries
continue to demand steel to support sustainable development of their economy.
Pakistan is a steel deficit country and is likely to witness increased demand mainly due to the
focus of the Government on infrastructural projects, which will in-turn increase demand for
steel. Furthermore, an improved business environment will lead to increased steel
consumption, which will be beneficial for AMSL.
The table below highlights steel consumption and production in Pakistan from 2009-20132.
Domestic consumption of steel is much more than domestic production; hence there is room
for domestic producers to increase steel production.
Thousand Tonnes
Crude Steel Production in Pakistan
Steel Consumption in Pakistan
2009
800
2950
2010
800
2898
2011
850
2800
2012
850
3242
2013
972
3503
1
2
58
FUTURE PROSPECTS
Pakistans economy is the 27th largest economy in the world according to Purchasing Power
Parity3 and is rapidly growing. Pakistan is in the Next Eleven countries that along with BRIC
have a high potential to become the world largest economies in the 21st century. It is the 44 th
largest economy in terms of nominal GDP4.
The business environment of Pakistan is expected to improve in the future, which will be
beneficial for the steel sector. Since Pakistan has a low per capita steel consumption, there is
huge potential for growth in the steel sector. Other factors such as increased Government
focus on infrastructural projects, political stability and improvement in law and order situation
of the country will boost steel consumption and demand.
5.7
MAJOR CLIENTS
Major Clients of Amreli Steels Limited
Agha Khan Hospital
Hilton Pharma Limited
Aisha Steel Mills Limited
Hino Pak Motors Limited
Allama Iqbal International Airport Lahore
Indus Motors Limited
Attock Cement Pakistan Limited
Karachi Northern Bypass
Bestway Cement
Liyari Express
Bismillah Group of Companies
Lucky Cement Limited
Chapal Group of Companies
Macheyara Group of Companies
China Harbour Engineering Company
Meezan Bank Limited
China Nuclear Industrial Company
MCB Bank Limited
The City School
Pakistan Beverages Limited
Continental Biscuits Limited
Saima Builders
D.G. Khan Cement Limited
Serena Hotel Islamabad
Employee Old-age Benefits Institution
Shaukat Khanum Hospital
Gawadar Deep Seaport
Siemens Pakistan Eng. Company Limited
Giga Group of Companies
Tapal Tea Pvt. Limited
Hilal Confectionary (Pvt.) Limited
5.8
RISK FACTORS
5.8.1
Business Risk
Decrease in demand for Companys products may have an adverse impact on its profitability.
5.8.2
5.8.3
3
4
59
5.8.5
5.8.6
Operational Risk
The Company may not have sufficient expertise to operate the project.
5.8.7
Competitor Risk
Competition from business competitors may create a hostile environment for the Company
and result in business loss.
5.8.8
5.8.9
60
FINANCIAL INFORMATION
6.1
61
62
63
64
65
66
67
68
69
70
FY10
4,128
425
303
(24)
104
3,871
1,681
5,552
1,318
1,790
3,107
2,445
1,452
FY11
5,432
473
326
62
2
5,515
1,728
7,243
2,151
1,851
4,003
3,240
2,265
FY12
7,209
981
732
130
90
8,138
2,734
10,872
3,149
3,215
6,364
4,508
2,373
FY13
10,622
1,161
841
174
121
7,997
3,803
11,800
2,634
4,557
7,191
4,609
2,544
FY14
11,962
1,372
1,041
380
252
7,715
3,411
11,126
2,980
3,308
6,288
4,839
2,879
9MFY15
10,585
1,694
1,288
751
580
7,631
4,704
12,335
2,312
4,613
6,925
5,410
3,522
FY10
10.29%
7.33%
2.51%
4.24%
7.14%
1.87%
0.72
17.05
10.12
143.43
FY11
8.70%
6.01%
0.04%
0.06%
0.09%
0.03%
0.01
14.55
10.17
222.76
FY12
13.61%
10.16%
1.25%
2.00%
3.79%
0.83%
0.40
20.24
10.65
222.76
FY13
10.93%
7.92%
1.14%
2.63%
4.76%
1.03%
0.54
20.69
11.42
222.76
FY14
11.47%
8.71%
2.11%
5.22%
8.77%
2.27%
1.13
21.72
12.92
222.76
9MFY15
16.00%
12.17%
5.48%
10.72%
16.48%
4.70%
2.60
24.29
15.81
222.76
71
MANAGEMENT
7.1
2)
3)
4)
5)
6)
7)
7.2
Designation
Chief Executive
Officer
Director
N/A
Director
N/A
Director
N/A
Director
Director
N/A
Director
N/A
7.3
7.4
PROFILES OF DIRECTORS
Mr. Abbas Akberali - Chief Executive Officer
Mr. Abbas Akberali founded Amreli Steels in 1972 and since then has led the Company to
become the largest and most well-known steel bar manufacturers in Pakistan. Mr. Akberali
brings unparalleled experience; with a metallurgical engineering background combined with
an MBA from Columbia University, NY. He has also held leadership roles in the cement, ship
breaking and metal recycling industries. He has played an influential role in driving reforms
and policy aimed towards making Pakistans steel industry more competitive and sustainable.
With a passion for educating Pakistan, Mr. Abbas Akberali is also a founding member of The
Hunar Foundation and serves on the board of other notable non-profit organizations.
72
73
74
75
NUMBER OF DIRECTORS
Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not have
less than seven directors. At present the Board consists of 7 Directors, including the Chief
Executive Officer.
76
QUALIFICATION OF DIRECTORS
No qualification shares are prescribed for becoming a director of the Company. However as
per section 187 of the Ordinance, the director is to be a member of the Company. This
condition does not apply to the nominee directors.
7.8
7.9
7.10
INTEREST OF DIRECTORS
The directors may be deemed to be interested to the extent of fees payable to them for
attending Board meetings. The Directors performing whole time services in the Company may
also be deemed interested in the remuneration payable to them by the Company. The
nominee directors have interest in the Company to the extent of representing the sponsors in
the capital of the Company.
7.11
7.12
ELECTION OF DIRECTORS
The Directors of the Company are elected for a term of three years in accordance with the
procedure laid down in section 178 of the Ordinance.
The Directors shall comply with the provisions of Sections 174 to 178 and Sections 180 and
184 relating to the election of Directors and matters ancillary thereto.
Subject to the provisions of the Ordinance, the Company may from time to time increase or
decrease the number of Directors.
Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but
the person so appointed shall be subject to retirement at the same time as if he / she had
become a Director on the day on which the Director in whose place he / she is chosen was last
elected as Director.
The Company may remove a Director in accordance with the provisions of the Ordinance.
The present Directors of the Company were elected on March 24, 2015 for the period of three
years.
77
VOTING RIGHTS
At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is
demanded, be decided on a show of hands unless a poll is (before or on the declaration of the
result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the
chairman that resolution has, on a show of hands, been carried, or carried unanimously, or by
a particular majority, or lost, and an entry to that effect in the book of the proceedings of the
Company shall be conclusive evidence of the fact, without proof of the number or proportion
of the votes recorded in favor of, or against, that resolution.
A poll may be demanded only in accordance with the provision of Section 167 of the
Ordinance. If a poll is duly demanded, it shall be taken in accordance with the manner laid
down in Section 167 of the Ordinance and the result of the poll shall be deemed to be
resolution of the meeting at which the poll was demanded.
7.14
INTERNAL AUDIT
The Board of Directors has setup an effective internal audit function managed by suitable
qualified and experienced personnel who are conversant with the policies and procedures of
the Company and are involved in the internal audit function on a full time basis.
7.15
7.16
7.17
POWERS OF DIRECTORS
The business of the Company shall be managed by the Directors, who may pay all expenses
incurred in promoting and registering the Company, and may exercise all such powers of the
Company as are required to be exercised subject to the Ordinance, the Articles of Association of
the Company and any regulations prescribed by the Company in the General Meeting.
7.18
INVESTMENT IN SUBSIDIARIES
The Company has not sponsored nor acquired any subsidiaries nor has any resolution been
passed for sponsoring or acquiring any subsidiaries under Section 208 of the Ordinance.
78
7.20
79
80
CAPITALIZATION OF RESERVES
There has been no capitalization of reserves since the incorporation of AMSL.
81
MISCELLANEOUS INFORMATION
8.1
8.2
PLANT ADDRESS
Amreli Steels Limited (Rolling Mill)
D-89, Shershah Road
S.I.T.E., Karachi
Amreli Steels Limited (Steel Melt Shop Dhabeji)
Industrial Land
Deh Gharo, Tapo Gharo
Taluka Mirpur Sakro
District Thatta, Sindh
8.3
8.4
8.5
82
Lahore
Contact:
Direct No.:
PABX No.:
Mobile No.:
Fax No.:
Email:
Postal Address:
Islamabad
Contact:
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Peshawar
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Quetta
Contact:
Direct No.:
PABX No.:
Email:
Postal Address:
83
8.7
8.8
8.9
84
8.11
8.12
UNDERWRITING AGREEMENTS
S.No
Underwriters
Date of
Agreement
No. of Shares
Total
8.13
8.14
Underwriters
Date of Agreement
Bank
Facility
Agreement for
financing for
Bank Alfalah Ltd.
short/medium/long
term on mark-up basis
(FATR)(LC-Sight)
Loans against Trust
Standard Chartered
Receipt (LATR) (LCBank Pakistan Ltd.
Sight)
General finance and
Al Baraka Bank
collateral agreement
Pakistan Ltd.
(Murabaha) (LC-Sight)
Date of
Agreement
Expiry /
Review Date
3M Kibor + 1.25%
27-Jun-14
31-Aug-15
6M Kibor + 1.25%
1-Nov-14
31-Oct-15
Relevant K + 1.25%
7-July-15
One year
revolving line
85
Agreement for
financing on Mark-up
basis (FATR) (LC-Sight)
Master Murabaha
facility agreement
(FIM) (LC-Sight)
Agreement for
financing for
short/medium/long
term on mark-up basis
(FIM) (LC-Sight)
Agreement for
financing on Mark-up
basis (FATR) (LC-Sight)
Agreement for
financing on Mark-up
basis
- FIM(LC-Sight)
- STDF
- RF
Agreement for
financing on Mark-up
basis (FATR) (LC-Sight)
1M Kibor + 1.25%
9-Sept-14
9-Sept-15
Relevant K + 1.25%
19-Jan-15
One year
revolving line
3M Kibor + 1.25%
30-Jun-15
31-Aug-15
3MK + 1.25%
28-Feb-14
28-Feb-17
1MK + 1.50%
1MK + 1.50%
1MK + 1.50%
11-Jan-15
1-Mar-15
6-Jan-15
One year
revolving line
3M Kibor + 1.50%
03-Feb-15
31-Mar-16
Master Murabaha
Agreement (LC-Sight)
Relevant K + 1.70%
20-Nov-12
20-Nov-15
Bank Islami
Pakistan Limited
Relevant K + 1.75%
20-Jan-15
31-Dec-15
Date of
Agreement
26-Jun-15
Expiry /
Review Date
28-Feb-20
3M Libor + 1.50%
25-Oct-10
08-Dec-16
3M Kibor + 1.75%
25-Jun-14
25-Jun-19
3M Kibor + 1.75%
25-June-14
25-June-19
Relevant K + 1.75%
22-April-14
22-April-19
6M Kibor + 1.75%
6M Kibor + 1.75%
3M Kibor + 2.50%
6M Kibor + 2.65%
14-May-14
24-Jun-14
09-Dec-09
28-Dec-10
14-May-19
24-Jun-19
09-Dec-16
16-Aug-17*
Bank
Facility
86
Bank Islami
Pakistan Limited
8.15
Mark up
Commission
0.15% P.Q.
LC Sight Machinery
PKR 50 Million
0.15% P.Q.
Guarantees
PKR 15 Million
0.15% P.Q.
As per SOC
Facility
Letter of Guarantee
Limit
Expiry /
Review Date
16-Feb-15
30-Nov-15
05-May-15
31-Dec-15
Date
sanctioned
Date
8.17
LEGAL PROCEEDINGS
There are ordinary litigations incidental to the business, to which the Company is a party.
However, none of them have any material impact except for the matters disclosed below:
SUIT NO. 2016 OF 2014
Ranyal Textile and Others VS Federation of Pakistan and Others
This is a suit filed by the Company as plaintiff no. 2 before the High Court of Sindh challenging
the Gas Infrastructure Development Cess Ordinance, 2014 and pending disposal of the suit,
restraining the defendants from issuing any bill or raising / collecting any demand in relation
to the Gas Infrastructure Development Cess. The Court has granted interim relief restraining
87
88
8.18
MEMORANDUM OF ASSOCIATION
The Memorandum of Association, inter alia, contains the objects for which the Company was
incorporated and the business which the Company is authorized to undertake. A copy of the
Memorandum of Association is annexed to this Prospectus and with every issue of the
Prospectus except the one that is released in newspapers as advertisement.
8.19
89
d.
e.
9.2
9.2.1
9.2.2
Name(s) and address(es) must be written in full block letters, in English and should not be
abbreviated.
9.2.3
All applications must bear the name and signature corresponding with that recorded with the
applicant's banker. In case of difference of signature with the bank and Computerized National
Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport both
the signatures should be affixed on the application form.
9.3
90
9.5
Only one application will be accepted against each account, however, in case of joint
account, one application may be submitted in the name of each joint account holder.
9.6
Joint application in the name of more than two persons will not be accepted. In case of joint
application each applicant must sign the application form and submit attested copies of their
CNICs / NICOP / Passport. The share certificates will be dispatched to the person whose name
appears first on the application form while in case of CDS, it will be credited to the CDS
account mentioned on the face of the form and where any amount is refundable, in whole or
in part, the same will be refunded by cheque or other means by post, or through the bank
where the application was submitted, to the person named first on the application form,
without interest, profit or return. Please note that joint application will be considered as a
single application for the purpose of allotment of Shares.
9.7
Subscription money must be paid by cheque drawn on applicant's own bank account or pay
order / bank draft payable to one of the Bankers to the Issue IPO of Amreli Steels Limited
and crossed A/C PAYEE ONLY.
9.8
For the applications made through pay order / bank draft, it would be permissible for a Banker
to the Issue to deduct the bank charges while making refund of subscription money to
unsuccessful applicants through pay order / bank draft individually for each application.
9.9
The applicant should have at least one bank account with any of the commercial banks. The
applicants not having a bank account at all (non-account holders) are not allowed to submit
application for subscription of Shares.
9.10
9.11
Applicants should ensure that the bank branch, to which the application is submitted,
completes the relevant portion of the Application Form.
9.12
Applicants should retain the bottom portion of their Application Forms as provisional
acknowledgement of submission of their applications. This should not be construed as an
acceptance of the application or a guarantee that the applicant will be allotted the number of
Shares for which the application has been made.
91
Making of any false statements in the application or willfully embodying incorrect information
therein shall make the application fictitious and the applicant or the bank shall be liable for
legal action.
9.14
Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting
subscription applications. Hence, the applicants are advised not to pay any extra charges to
the Bankers to the Issue.
9.15
It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful
applicants having an account in its bank by crediting such account instead of remitting the
same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their
bank account numbers.
9.16
Submission of false and fictitious applications is prohibited and such applications money may
be forfeited under section 87(8) of the Securities Act, 2015.
9.17
a) In case of foreign investors who are not individuals, applications must be accompanied with a
letter on applicant's letterhead stating the legal status of the applicant, place of incorporation
and operations and line of business. A copy of Memorandum of Association or an equivalent
document should also be enclosed, if available. Where applications are made by virtue of
Power of Attorney, the same must be lodged with the application. Copies of these documents
can be attested by the bank manager in the country of applicant's residence.
b) Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out
under the State Bank of Pakistan's Foreign Exchange Manual.
9.18
BASIS OF ALLOTMENT
The basis and conditions of transfer of shares to the General Public shall be as follows:
a) The minimum amount of application for subscription of 500 Shares is PKR [X]/-.
Application for Shares below the total value of PKR [X]/- shall not be entertained.
b) Application for Shares must be made for 500 Shares or in multiple thereof only.
Applications, which are neither for 500 Shares nor for multiple thereof, shall be
rejected.
c) Allotment / Transfer of Shares to successful applicants shall be made in accordance
with the allotment criteria / instructions disclosed in the Prospectus.
d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the
criteria disclosed in the Prospectus and / or the instructions by the Securities &
Exchange Commission of Pakistan.
e) Applications, which do not meet the above requirements, or applications which are
incomplete will be rejected. The applicants are, therefore, required to fill in all data
fields in the Application Form.
f) The Company will dispatch Shares to successful applicants through their Bankers to
the Issue or credit the respective CDS accounts of the successful applicants (as the
case maybe).
92
E-IPO Facilities
In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through
United Bank Limited (UBL) that is among the Bankers to the Issue. The accountholders of
UBL can use UBL net-banking to submit their applications online via link:
http://www.ubldirect.com/corporate/ebank
The accountholders of UBL can submit their applications through these links 24 hours a day
during the subscription period which will close at 12:00 midnight on October 29, 2015
9.20
9.21
CODE OF OCCUPATION
Code No.
01
02
03
04
05
9.22
Banks
Askari Bank Limited
Bank Alfalah Limited
Bank Al Habib Limited
Dubai Islamic Bank Limited
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
MCB Bank Limited
Samba Bank Limited
Silk Bank Limited
Soneri Bank Limited
Summit Bank Limited
United Bank Limited
Occupation
Business
Business Executive
Service
Housewife
Household
Code No.
06
07
08
09
10
Occupation
Professional
Student
Agriculturist
Industrialist
Others
Name of Country
U.S.A
U.K
U.A.E
K.S.A
Oman
Code No.
006
007
008
009
Name of Country
Bangladesh
China
Bahrain
Other
NATIONALITY CODE
Code No.
001
002
003
004
005
93
94
95
96
97
98
99
100
Abbas Akberali
-Sd-
Badar Kazmi
-Sd-
-Sd-
-Sd-
Shayan Akberali
-Sd-
Kinza Shayan
-Sd-
Mariam Akberali
-Sd-
-Sd______________________________
Name: M. Salman
CNIC: 42101-6249553-3
Address: Karachi, Pakistan
Date: June 15, 2015
101
MEMORANDUM OF ASSOCIATION
102
103
104
105
106
107
APPLICATION FORM
108
109