Sie sind auf Seite 1von 109

ADVICE FOR GENERAL PUBLIC

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.

AMRELI STEELS LIMITED


PROSPECTUS
THIS ISSUE CONSISTS OF 74,252,857 ORDINARY SHARES (25.00% OF THE POST ISSUE PAID UP CAPITAL OF
AMRELI STEELS LIMITED) OF FACE VALUE OF PKR 10/- EACH
BOOK BUILDING PORTION OF THE ISSUE COMPRISES OF 55,502,857 ORDINARY SHARES (74.75% OF THE TOTAL
ISSUE) AT A FLOOR PRICE OF PKR 24.00/- (INCLUDING A PREMIUM OF PKR 14.00/- PER SHARE)
GENERAL PUBLIC PORTION OF THE ISSUE COMPRISES OF 18,750,000 ORDINARY SHARES (25.25% OF THE TOTAL
ISSUE) AT AN ISSUE PRICE OF PKR XX/- PER SHARE (INCLUDING A PREMIUM OF PKR XX/- PER SHARE)
REGISTRATION OF ELIGIBLE INVESTORS: FROM 9:00AM TO 5:00PM FROM OCTOBER 02, 2015 TO OCTOBER 07,
2015 AND FROM 9:00AM TO 3:00PM ON OCTOBER 08, 2015
BIDDING PERIOD DATES: FROM OCTOBER 07, 2015 TO OCTOBER 08, 2015 (BOTH DAYS INCLUSIVE)
FROM 9:00AM TO 5:00PM
DATE OF PUBLIC SUBSCRIPTION: FROM OCTOBER 27, 2015 TO OCTOBER 29, 2015
(BOTH DAYS INCLUSIVE) DURING BANKING HOURS

BOOK RUNNER

JOINT LEAD MANAGERS & ARRANGERS

BANKER TO BOOK BUILDING

BANKERS TO THE ISSUE


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*

*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

The date of publication of this Prospectus is September 30, 2015


Prospectus and Subscription Form can be downloaded from the following websites
i.e. www.amrelisteels.com & www.akdsecurities.net

For further queries you may contact:


Amreli Steels Limited - Mr. Fazal Ahmed; Phone: +92-21-32561150; E-mail: fazal.ahmed@amrelisteels.com
AKD Securities Limited - Ms. Eliya Hamid Syed; Phone: +92-21-111-253-111 Ext: 694; E-mail: eliya.hamid@akdsecurities.net
Bank Alfalah Limited - Mr. Muhammad Zeeshan; Phone: +92-21-32422778; E-mail: m.zeeshan@bankalfalah.com

Prospectus Amreli Steels Limited


Note: This Supplement shall be published within 5 working days of the close of Bidding Period in
at least all those newspapers in which the Prospectus of Amreli Steels Limited is published.
SUPPLEMENT TO THE PROSPECTUS

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

Number of Shares Provisionally


Allocated

Prospectus Amreli Steels Limited


GLOSSARY OF TECHNICAL TERMS
ACT
AKDS
AMSL
BAFL
BR
BVPS
CAGR
CDA
CDC / CDCPL
CDC Regulations
CDS
CNIC
COI
Collection Bank
Commission / SECP
CRO
CVT
EPS
Exchange
FED
FPI
GDP
GoP
HMS
IPO
Issuer / Company / AMSL
ITO
KSE
KV
KWSB
LC
LM
Mn
MPA
NICOP
NOC
Ordinance
PKR or Rs.
Psig
PST
Rebars
ROA

Securities Act, 2015


AKD Securities Limited
Amreli Steels Limited
Bank Alfalah Limited
Book Runner
Book Value Per Share
Compound Annual Growth Rate
Central Depository Act, 1997
Central Depository Company of Pakistan Limited
Central Depository Company of Pakistan Limited Regulations
Central Depository System
Computerized National Identity Card
Certificate of Incorporation
Bank Alfalah Limited
Securities and Exchange Commission of Pakistan
Company Registration Office
Capital Value Tax
Earnings Per Share
Karachi Stock Exchange Limited
Federal Excise Duty
Foreign Portfolio Investment
Gross Domestic Product
Government of Pakistan
Heavy Melting Steel
Initial Public Offering
Amreli Steels Limited
Income Tax Ordinance, 2001
Karachi Stock Exchange Limited
Kilovolts
Karachi Water and Sewerage Board
Letter of Credit
Lead Manager
Million
Mega Pascal
National Identity Card for Overseas Pakistani
No Objection Certificate
Companies Ordinance, 1984
Pakistan Rupee(s)
Pounds per square inch gauge
Punjab Sales Tax
Reinforcing Steel Bars
Return on Assets

Prospectus Amreli Steels Limited


ROE
SCRA
SECP / Commission
SST
TDS
TPA
TREC
UIN
WHT

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

Prospectus Amreli Steels Limited


DEFINITIONS
Application Money

In case of bidding for shares out of the Book Building


portion, the total amount of money payable by a
successful Bidder which is equivalent to the product
of the Strike Price and the number of shares to be
allocated
AND
In case of application for subscription of shares out of
the General Public portion, the amount of money paid
along with application for subscription of shares
which is equivalent to the product of the Issue Price
per share and the number of shares applied for

Banker to the Book Building

Bank Alfalah Limited

Bid

An indication to make an offer during the Bidding


Period by a Bidder to subscribe to the Ordinary Shares
of Amreli Steels Limited at or above the Floor Price,
including all revision thereto. An Eligible Investor
shall not make a bid with price variation of more
than 20% of the prevailing indicative Strike Price

Bid Price

The price at which bid is made for a specified number


of shares

Bidder

The Eligible Investor who makes a Bid for shares in


the Book Building process

Bid Amount

The total amount of the Bid which is equivalent to the


product of the Bid Price and the number of shares bid
for

Bid Collection Center

Designated offices of the Book Runner, specified


branches of any of the Scheduled Bank and offices of
any other institutions specified by the Commission
where bids are received and processed subject to
appointment of these institutions as agent by the
Book Runner through an agreement in writing for the
purpose, with the consent of the Issuer. For this Issue,
addresses of the Bid Collection Centers are provided
in paragraph 2.4 (xv) of this Prospectus.

Bid Revision

The Eligible Investors can revise their bids upward and


downward but not below the Floor Price. The bids can
be revised with a price variation of not more than
20% from the prevailing indicative Strike Price in
compliance with Regulation 10(1)(iii) of the Book
Building Regulations, 2015

Prospectus Amreli Steels Limited

Bidding Form

The form prepared by the Issuer for the purpose of


making bids in accordance with the format specified
by the Commission and in line with the Regulation
20(1)(ix) of the Regulations.

Bidding Period

The period during which bids for subscription of


shares are received from Eligible Investors. The
Bidding period shall be of two days, from October 07,
2015 to from October 08, 2015 (daily from 9:00 am to
5:00 pm)

Book Building

A process undertaken to elicit demand for shares


offered for issuance of shares through which bids are
collected from the Bidders and a book is built which
depicts demand for the shares at different price
levels.

Book Building Account

An account opened by the Issuer with the Collection


Bank(s). The Bidder will pay the Margin Money / Bid
Amount through demand draft, pay order or online
transfer in favor of this account as per the instructions
given in paragraph 2.11 of this Prospectus and the
balance of the Application Money, if any, shall be paid
through this account after successful allocation of
shares under Book Building

Book Building Portion

The part of the total Issue allocated for subscription


through Book Building

Book Runner

AKD Securities Limited

Commission

Securities and Exchange Commission of Pakistan

Company / Issuer

Amreli Steels Limited

Company Legal Advisor

Mohsin Tayebaly & Co.

Designated Institution

Karachi Stock Exchange Limited will act as the


Designated Institution for this Issue and shall provide
the System for conducting Book Building

Dutch Auction Method

The method through which the Strike Price is


determined. Under this method, all the bids are
arranged in descending order along with the number
of shares bid for at each price level and the
cumulative number of shares bid for. The Strike Price
is determined by lowering the price to the extent that
the total shares the Issuer intends to issue through
the Book Building process are subscribed

e-IPO Facility

e-IPO facility is the facility through which investors


can make application for subscription of shares of the

Prospectus Amreli Steels Limited


Company through the internet. In order to facilitate
the investors, the Issuer has arranged provision of this
facility through United Bank Limited who is among the
Bankers to the Issue.
UBLs account holders can use UBL net-banking to
submit their applications online via link
http://www.ubldirect.com/corporate/ebank
Account holders of UBL can submit their applications
through the above-mentioned link 24 hours a day
during the subscription period which will close at
12:00 midnight on October 29, 2015
Eligible Investors

An Individual and Institutional Investor whose Bid


Amount is not less than the Minimum Bid Size of
PKR 1,000,000 (Rupees One Million only)

Floor Price

The minimum price set by the Issuer for the Issue of


shares which is PKR 24.00/- per share. A bid placed
below the Floor Price will not be entertained by the
Book Runner

General Public

All Individual and Institutional Investors including


both Pakistani (residents and non-residents) and
foreign investors

Institutional Investors

Institutional Investors means any of the following


entities:
(i) A Banking company as defined in the Banking
Companies Ordinance, 1962
(ii) A Financial Institution as referred to in Section 3A
of the Banking Companies Ordinance, 1962
(iii) An Investment Finance Company as defined in the
Non-Banking
Companies
(Establishment
and
Regulation) Rules, 2003
(iv) A Company as referred to in Section 503 of the
Ordinance
(v) A registered broker
(vi) A Fund established under the Collective
Investment Scheme under the Non-Banking
Companies (Establishment and Regulation) Rules,
2003
(vii) A Trust established by a deed under the
provisions of the Trust Act, 1882

Prospectus Amreli Steels Limited


Issue

Initial Public Offer of 74,252,857 Ordinary Shares


representing 25.00% of the total post IPO paid-up
capital of the Company having a face value of PKR
10/- each
Book Building portion of the Issue comprises of
55,502,857 Ordinary Shares (74.75% of the Total
Issue) at a Floor Price of PKR 24.00/- per share
(including a premium of PKR 14.00/- per share).
Retail Portion of the Issue comprises of 18,750,000
Ordinary Shares (25.25% of the Total Issue) at the
Issue Price

Issue Price

The price at which ordinary shares of the Company


are offered to the General Public. The Issue Price is at
or below the Strike Price

Joint Lead Managers & Arrangers

Bank Alfalah Limited & AKD Securities Limited

Key Employees

Chief Executive Officer, Directors, Chief Financial


Officer and Chief Operating Officer by whatever name
called.

Limit Bid

The bid for a specified number of shares at a Limit


Price

Limit Price

The maximum price a prospective Bidder is willing to


pay for a share under the Book Building process

Margin Money

The partial or total amount, as the case may be, paid


by a Bidder at the time of making a bid. The Book
Runner shall collect full amount of the bid money as
margin money in respect of bids placed by the
Individual Investors and not less than twenty five
percent (25%) of the bid money as margin money in
respect if bids placed by the Institutional Investors

Minimum Bid Size

One Million Rupees (PKR 1,000,000/-)

Ordinary Shares

Ordinary Shares of Amreli Steels Limited having face


value of PKR 10.00/- each unless otherwise specified
in the context thereof

Prospectus

The Prospectus containing all the information and


disclosures as required under the Securities Act, 2015,
and Book Building Regulations, 2015, approved by the
Commission under Section 87(2) of the Securities Act,
2015 read with Section 88(1) thereof and circulated
amongst the Eligible Investors for participation in the
Book Building process

Prospectus Amreli Steels Limited


Registration Form

The form which is to be submitted by the Eligible


Investors for registration to participate in the Book
Building process. The registration period shall
commence three days before the start of the Bidding
Period from October 02, 2015 to October 08, 2015
from 9:00 am to 5:00 pm and shall remain open till
3:00 pm on the last day of the Bidding Period

Regulations

The Book Building Regulations, 2015

Related Employees

Such employees of the Issuer and the Book Runner


who are directly involved in the Issue. Please refer to
paragraph 2.24 for further details.

Securities Act

The Securities Act, 2015

Step Bid

Step Bid means a series of limit bids at increasing


prices. In case of a step bid the amount of each step
bid will not be less than Rupees One Million (PKR
1,000,000/-)

Strike Price

The price of share determined / discovered on the


basis of Book Building process in the manner provided
in the Book Building Regulations, 2015 at which the
shares are issued to the successful bidders. The Strike
Price will be disseminated after conclusion of Book
Building through widely circulated national
newspapers and also posted on the websites of the
Stock Exchange(s), Lead Managers, Book Runner and
the Issuer

Supplement to the Prospectus

The Supplement to the Prospectus given at page 2 of


this Prospectus.

System

An online electronic system operated by the


Designated Institution for conducting Book Building

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.

Prospectus Amreli Steels Limited


TABLE OF CONTENTS
Part

Content

Page No.

1.

Approvals and Listing on the Stock Exchange

11

2.

Book Building Procedure

14

3.

Share Capital and Related Matters

33

4.

Underwriting, Commissions, Brokerage and Other Expenses

48

5.

Overview, History and Prospects

50

6.

Financial Information

61

7.

Management

72

8.

Miscellaneous Information

82

9.

Application and Allotment Instructions

90

10.

Registration Form & Bidding Forms of Amreli Steels Limited

94

11.

Signatories to the Prospectus

101

12.

Memorandum of Association

102

13.

Application Form of Amreli Steels Limited

108

10

Prospectus Amreli Steels Limited


PART 1
1

APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1

APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN


Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the
"SECP") under Section 87(2) of the Securities Act, 2015 read with Section 88(1) of the
Securities Act and Clause 4 (viii) of the Book Building Regulations, 2015 thereof has been
obtained by Amreli Steels Limited (AMSL or the Company) for the issue, circulation and
publication of this document (hereinafter referred to as the Prospectus).
DISCLAIMER:
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, THE SECP DOES
NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND
ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN
THIS PROSPECTUS.
SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE,
CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY
COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN
INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE
BEFORE BIDDING / SUBSCRIBING.

1.2

CLEARANCE OF THE PROSPECTUS BY THE KSE


The Prospectus has been cleared by the Karachi Stock Exchange Limited (KSE) under
regulation 5.5.7 of the KSE Rule Book.

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.

The publication of this document does not represent solicitation by KSE.

The contents of this document do not constitute an invitation by KSE to invest in


shares or subscribe for any securities or other financial instrument, nor should it or
any part of it form the basis of, or be relied upon in any connection with any
contract or commitment whatsoever of KSE.

It is clarified that information in this Prospectus should not be construed as advice


on any particular matter by KSE and must not be treated as a substitute for specific
advice.

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

Prospectus Amreli Steels Limited

1.3

Advice from a suitably qualified professional should always be sought by investors in


relation to any particular investment.

LISTING AT KARACHI STOCK EXCHANGE LIMITED


Application has been made to the KSE for permission to deal in and for quotation of the shares
of the Company.
If for any reason, the applications for formal listing are not accepted by the Stock Exchange,
the Company undertakes to publish immediately in the press a notice to that effect and
thereafter to refund application money to the applicants without surcharge as required under
the provisions of Section 72 of the Ordinance. However, and, if any such money is not repaid
within eight (8) days after the Company becomes liable to repay it, the directors of the
Company shall be jointly and severally liable to repay that money from the expiration of the
eighth day together with surcharge at the rate of one and a half percent (1.50%) for every
month or part thereof from the expiration of the eighth day and, in addition, to a fine not
exceeding five thousand rupees and in the case of a continuing offence to a further fine of one
hundred rupees for every day after the said eighth day on which the default continues in
accordance with the provisions of Section 72(2) of the Ordinance.

12

Prospectus Amreli Steels Limited

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.

For and behalf of Amreli Steels Limited:

-Sd____________________
Abbas Akberali
Chief Executive Officer

-Sd_____________________
Fazal Ahmed
Chief Financial Officer

13

Prospectus Amreli Steels Limited

PART 2
2

BOOK BUILDING PROCEDURE

2.1

BRIEF ISSUE STRUCTURE


The Present Issue
The Issue comprises of 74,252,857 Ordinary shares of face value of PKR 10.00/- each which
constitutes 25.00% of the post-IPO paid up capital of the Company.
The Issue is being made through the Book Building process at a Floor Price of PKR 24.00/- per
share (including a premium of PKR 14.00/- per share), whereby 74.75% of the total issue size
i.e. 55,502,857 Ordinary shares will be issued through the Book Building process to Eligible
Investors. The balance 25.25% of the total Issue size i.e. 18,750,000 Ordinary Shares will be
issued to the General Public through retail offer at or below the Strike Price determined
through the Book Building process.
Within 5 working days from the close of the Bidding Period, a Supplement to the Prospectus
will be published in at least all those newspapers in which the Prospectus of the Company is
published. The Supplement will contain information related to the Strike Price, the Issue
Price, names of the Underwriters for the Retail Portion, Underwriting Commission, Take-up
Commission and category wise break-up of the successful bidders. Format of the Supplement
is given at page 2 of this Prospectus.

2.2

BOOK BUILDING PROCEDURE


Book Building is a process whereby investors bid for a specific number of shares at various
prices. The Issuer, in consultation with the Joint Lead Managers and the Book Runner has set a
Floor Price which is the lowest price an investor can bid at. An Order Book of bids from
investors is maintained by the Book Runner, which is then used to determine the Strike Price
through the Dutch Auction Method.
Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to
the extent that the total number of shares offered under the Book Building process is
subscribed.
A bid by an Eligible Investor can be a Limit Bid, or a Step Bid, which are explained below:

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

Prospectus Amreli Steels Limited


Under this bidding strategy, Bidders place a number of Limit Bids at different
increasing price levels. The Bidders may, for instance, make a bid for 2.0 million shares
at PKR 26.00/- per share, 1.5 million shares at PKR 27.00/- per share and 1.0 million
shares at PKR 28.00/- per share then in essence the investor has placed one Step Bid
comprising of three Limit Bids at increasing prices. The bid amount will be PKR 120.50
million. In case of Individual Investor, the bid amount will be 100% i.e. PKR 120.50
million whereas in case of Institutional Investor the amount shall be 25% of the bid
amount i.e. PKR 30.125 million.
AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE THAN
20% OF THE PREVAILING INDICATIVE STRIKE PRICE.
ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY.
HOWEVER, A BID CAN BE REVISED TILL 5:00 PM ON LAST DAY OF THE BIDDING PERIOD.
DOWNWARD REVISION OF BID PRICE SHALL NOT BE ALLOWED AFTER 4:00 PM ON THE LAST
DAY OF BIDDING. FOR FURTHER DETAILS PLEASE SEE PARAGRAPH 2.10(iii)(f).
ELIGIBLE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS
FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONES NAMED
THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.
RELATED EMPLOYEES OF THE ISSUER AND THE BOOK RUNNER CANNOT PARTICIPATE IN THE
BIDDING PROCESS.
Once the Bidding Period is over and the Book has been built, the Strike Price shall be
determined on the basis of Dutch Auction Method.
Successful Bidders shall be intimated, within one (1) working day of the closing of the bidding
period about the Strike Price and the number of shares provisionally allotted to each of them.
The successful institutional Bidders shall, within three (3) working days of the closing of the
Bidding Period, deposit the balance amount as consideration against allotment of shares.
Where a successful bidder defaults in payment of shares allotted to him / her / it, the
Margin Money deposited by such bidder shall be forfeited to the Book Runner under Clause
21(12) of the Regulations.
AS PER REGULATION 21(14) OF THE REGULATIONS, THE SUCCESSFUL BIDDERS SHALL BE
ISSUED SHARES IN THE FORM OF BOOK-ENTRY SECURITIES TO BE CREDITED IN THEIR CDS
ACCOUNTS. ALL THE ELIGIBLE INVESTORS SHALL, THEREFORE, PROVIDE THEIR CDC ACCOUNT
NUMBERS IN THE BID APPLICATION.
2.3

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

ROLE AND FUNCTIONS OF THE BOOK RUNNER


The Book Runner to the Issue shall be responsible to:
i.

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

Prospectus Amreli Steels Limited


ii.

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.

maintain record of all the bids received;

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:

Ms. Eliya Hamid Syed


+92-21-3536-0533
+92-21-111-253-111 Ext. 694
+92-21-3537-4291, +92-21-3537-3211
eliya.hamid@akdsecurities.net
AKD Securities Limited

16

Prospectus Amreli Steels Limited


6th Floor, Continental Trade Centre
Block - 8, Clifton, Karachi
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:

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:

Mr. Imran Karim


+92-21-32426652
+92-42-111-253-111
+92(21) 32426429
imran.karim@akdsecurities.net
AKD Securities Limited
529, 533-534,5th Floor Stock Exchange
Stock Exchange Road, Karachi

Mr. Ehsan Ahmad Qureshi


+92-42-36280742-4
+92-42-111-253-111
+92-42-3628-0745
ehsan.ahmad@akdtrade.com
AKD Trade
Room No. 512/513, 5th Floor
Lahore Stock Exchange Building, Lahore

Mr. Khalid Hussain


+92-51-2894325
+92-51-289-4321
+92-51-289-4323
malik.khalid@akdtrade.com
AKD Trade
303, 3rd Floor, ISE Tower
Jinnah Avenue, Blue Area, Islamabad

Mr. Saqib Sajjad


+92-91-526-0073
+92-91-528-7051-7, Ext.125
+92-91-528-7058
saqibmubeen@bankalfalah.com
Bank Alfalah Limited
Peshawar Main Branch
6-B, Islamia Road, Peshawar Cantt

Mr. Saghir Ahmed


+92-81-282-8210
+92-81-111-777-786, Ext. 122
saghir.ahmed@bankalfalah.com
Bank Alfalah Limited
Quetta Main Branch
Property No. 2-13/4, M.A. Jinnah Road
Quetta

17

Prospectus Amreli Steels Limited


Ensure that all the Bids received by the Bid Collection Centers are entered within the
prescribed time into the System for the purpose of Book Building within the prescribed time.
2.5

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

OPENING AND CLOSING OF THE BIDDING PERIOD


The Bidding Period shall be for (2) two working days i.e. October 07, 2015 and October 08,
2015. The bidding will commence at 09:00 am and shall close at 05:00 pm on both days.

2.7

BIDDING PROCESS STARTS ON

9:00 AM October 07, 2015

BIDDING PROCESS ENDS ON

5:00 PM October 08, 2015

ELIGIBILITY TO PARTICIPATE IN BIDDING


Eligible Investors who can place their bids in the Book Building process includes local and
foreign Individual and Institutional Investors whose Bid Amount is not less than PKR
1,000,000/- (Rupees One Million only).

2.8

INFORMATION FOR BIDDERS


a)

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)

THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT


AT THE ADDRESSES PROVIDED IN PARAGRAPH 2.4. FOR DETAILS ON THE
PROCEDURE OF REGISTRATION PLEASE REFER PARA 2.9.

e)

THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON


OR THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.4.

f)

REGISTERED INVESTORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY


ACCESSING THE DESIGNATED INSTITUTION ONLINE PORTAL FOR BOOK BUILDING BY
USING THE USER ID AND PASSWORD COMMUNICACTED TO THEM VIA EMAIL BY THE
DESIGNATED INSTITUTION.

18

Prospectus Amreli Steels Limited

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)

ELIGIBLE INVESTORS WHO ARE ACCOUNTHOLDERS OF BANK ALFALAH LIMITED CAN


USE THE ONLINE TRANSFER FACILITY TO TRANSFER THEIR BID MONEY TO THE BOOK
BUILDING ACCOUNT OPENED AT BANK ALFALAH LIMITED.

REGISTARTION FORM AND PROCEDURE FOR REGISTRATION


a)

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

Prospectus Amreli Steels Limited


viii.

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.

PROCEDURE FOR BIDDING


i.

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)

The registered investors shall have the right:

20

Prospectus Amreli Steels Limited


i. to withdraw their bids till 04:00 pm on last day of the bidding period either
manually through the Bid Collection Centers or electronically through direct access
to the system. No withdrawal shall be allowed after 4:00 pm on last day of the
bidding period; and
ii. subject to the provision of Regulation No. 20(3)(2)(iv), to revise their bids any time
either manually through the Bid Collection Centers or electronically through direct
access to the system till 5:00 pm on the last day of the Bidding Period. No
downward revision shall be allowed after 4:00 pm on last day of the bidding
period.
g) The Book Runner shall collect full amount of the bid money as margin money in
respect of bids placed by the Individual Investors and not less than twenty five
percent (25%) of the bid money as margin money in respect of bids placed by the
institutional investors.
h) Payment of margin money shall be accepted only through demand draft, pay order or
online transfer and third party payment instruments shall not be accepted.
i)

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

Prospectus Amreli Steels Limited


q) Successful bidders shall be intimated, within one working day of the closing of the
bidding period, the Strike Price and the number of shares provisionally allotted to
each of them. The successful institutional bidders shall, within three working days of
the closing of the bidding period, deposit the balance amount as consideration against
allotment of shares. Where a successful bidder defaults in payment of shares allotted
to it, the margin money deposited by such bidder shall be forfeited to the Book
Runner;
r) Final allotment of shares out of the Book Building Portion shall be made after receipt
of full subscription money from the successful bidders, however, shares to such
bidders shall be credited at the time of credit and dispatch of shares out of the Retail
Portion.
s) 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.
t) The Designated Institution shall continue to display on its website, the data pertaining
to the Book Building and determination of the Strike Price for a period of at least three
working days after closure of the bidding period.
RESTRICTIONS
(i)

Restriction on Related Employees: Related employees are not allowed to participate


in the bidding for shares. Related employees include the employees of the Issuer and
the Book Runner who are directly involved in the Issue.

(ii) Restriction on Eligible Investors: An Eligible Investor shall not make:


a. bid below the floor price;
b. a bid for more than 10% of the shares allocated under the Book Building
portion;
c. a bid with price variation of more than 20% of the prevailing indicative Strike
Price, subject to the provision of clause (a) above;
d. a consolidated bid; and / or
e. more than one bid neither severally nor jointly.
(iii) In case there is any 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, such shares
shall not be saleable for a period of six months from the date of closing of subscription
period for Retail Portion of the Issue.
(iv) Bids from associated companies and associated undertakings of the Issuer, shall not
be accepted for shares in excess of five percent (5%), in aggregate, of the Book
Building portion.
To check this threshold, the Issuer shall provide to the Book Runner and the Book
Runner shall obtain from the Issuer, list of associated companies and associated
undertakings of the Issuer before commencement of the Bidding Period along with
their respective Unique Identification Numbers, to be entered and capped at five
percent (5%) cumulatively in the Book Building system before commencement of
the Bidding Period. The Book Runner shall make sure that the said list has been
provided to the Designated Institution for entry and capping in the Book Building

22

Prospectus Amreli Steels Limited


system and to the employees deployed at the Bid Collection Centers for collection
and entry of bids thereof in the system.
(v) The Book Runner shall ensure that subscription money received against the bids
accepted shall not be released to the Issuer by the Banker to the Book Building
Portion until:
a. credit or dispatch of all shares allocated under the Retail Portion of the issue; and
b. issuance of NOC by the Stock Exchanges.
(vi) 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.
(vii) 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.
2.11

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

PAYMENT INTO THE BOOK BUILDING ACCOUNT


The Bidders shall draw a demand draft, pay order favoring IPO of Amreli Steels Limited
Book Building Account or Online Transfer of the bid money into the respective IPO account
of the Issuer A/C # 0005-1004817637 and submit the demand draft, pay order or bank receipt
at the designated Bid Collection Center either in person or through facsimile along with a duly
filled in Registration Form.
For online transfer the payment shall be made into A/C # 0005-1004817637 being maintained
at 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 for Bank Alfalah customers.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION CENTER.
BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRASNFER
DRAWN / TRANSFER IN FAVOR OF IPO OF AMRELI STEELS LIMITED BOOK BUILDING
ACCOUNT IN A MANNER ACCEPTABLE TO THE BOOK RUNNER.
Since the investors can bid for shares through limit price or a step bid therefore payment
procedure is explained below for all these methods:

23

Prospectus Amreli Steels Limited


a)

PAYMENT FOR LIMIT PRICES


If investors are placing their bids through Limit Price then they shall deposit the
margin money based on the number of shares they are bidding for at their stated bid
price.
For instance, if an investor is applying for 5 million shares at a price of PKR 24 per
share, then the total application money would amount to PKR 120 million. In such a
case, (i) Individual Investors shall deposit PKR 120 million in the Book Building account
as the bid amount which is 100% of PKR 120 million; and (ii) Institutional Investors
shall deposit at least PKR 30 million in the Book Building account as the margin money
which is 25% of PKR 120 million.

b)

PAYMENT FOR STEP BIDS


If an investor is placing a step bid, which is a series of limit bids at increasing prices,
then he / she / it shall deposit the margin money / bid money based on the total
number of shares he / she / it are bidding for at his / her / its stated bid prices.
For instance, if the investor bids for 0.5 million shares at PKR 25.00 per share, 0.4
million shares at PKR 26.00 per share and 0.3 million shares at PKR 27.00 per share,
then in essence the investor has placed one step bid comprising three limit bids at
increasing prices. The application money would amount to PKR 31.00 million, which is
the sum of the products of the number of shares bid for and the bid price of each limit
bid. In such a case, (i) Individual Investors shall deposit PKR 31.00 million in the Book
Building Account as bid amount which is 100% of PKR 31.00 million and (ii)
Institutional Investors shall deposit at least PKR 7.75 million in the Book Building
Account as margin money which is 25% of PKR 31.00 million.

2.13

PAYMENT BY FOREIGN INVESTORS


Foreign investors may subscribe using their Special Convertible Rupee Accounts (SCRA), as set
out under Chapter 20 of the State Bank of Pakistans Foreign Exchange Manual 2002. Under
section 7(i) of Chapter 20, Companies issuing shares out of the new public offers on
repatriable basis as permitted under sub para (B)(I) of paragraph 6 may open foreign currency
collection accounts with Banks abroad or in Pakistan for receiving the subscription in foreign
currency. This may also allow refunds from these accounts to unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being offered
by the Company. Payment in respect of investment in the shares of the Company has to be
made in foreign currency through an inward remittance or through surplus balances in SCRA.
Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is
classified as SCRA. There are no restrictions on repatriation on sale (disinvestment) and
dividend proceeds. Underlying client names / beneficial owners are required to be disclosed at
depository level.
Key Documents required for individual(s) are:
1.
Account opening request
2.
Passport / ID
General documentation required for opening of SCRA account by Corporate Bidders is:
1.

Account opening request

24

Prospectus Amreli Steels Limited


2.
3.
4.
5.

6.
7.
8.
9.
10.

Board Resolution & Signatories list


Passport / ID of Board of Directors
Passport / ID of all authorized signatories
Certificate of Incorporation (COI) or equivalent documents like Trade Registry
Certificate, Business Registration Certificate, Certificate of Commencement of
Business
Memorandum & Articles of Association
Withholding tax registration certificate / Certificate of country of domicile of client
Latest Annual Report
List of Board of Directors
List of Shareholders (greater than 10% holdings) and key officers

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

REVISION OF BIDS BY THE BIDDER


The registered investors may revise their bids any time either manually through the Bid
Collection Centers or electronically through direct access to the system till 05:00 p.m. on the
last day of the Bidding Period. An investor will not be allowed to place or revise a bid with a
price variation of more than 20% of the prevailing indicative strike price. NO DOWNWARD
REVISION SHALL BE ALLOWED AFTER 4:00 P.M. ON LAST DAY OF THE BIDDING PERIOD.

2.15

REJECTION OF BIDS BY THE BOOK RUNNER


In terms of Regulation 21 (5) of Chapter V of The Book Building Regulations, 2015, 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 any of its associates.

2.16

WITHDRAWAL OF BIDS BY THE BIDDER


The registered investors shall have the right to withdraw their bids till 04:00 p.m. on last day
of the Bidding Period either manually through the Bid Collection Centers or electronically
through direct access to the system. NO WITHDRAWAL SHALL BE ALLOWED AFTER 4:00 P.M.
ON LAST DAY OF THE BIDDING PERIOD.

2.17

WITHDRAWAL OF ISSUE BY THE ISSUER

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

Prospectus Amreli Steels Limited


2.18

MECHANISM FOR DETERMINATION OF STRIKE PRICE

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

Strike Price determined


through Dutch Auction
Method

Bid has been


revised and placed
at PKR 34.75/share

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

Prospectus Amreli Steels Limited

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

Prospectus Amreli Steels Limited


2.19

BASIS OF ALLOTMENT OF SHARES


Once the strike price is determined all those Bidders whose bids have been found successful
shall become entitled for allotment of shares. For allocation of shares priority shall be given to
the bids placed at the highest price. 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.
For the purpose of allotment of shares, the bid(s) made at the price determined / discovered
as Strike Price through the Book Building process shall be ranked equally and preference will
be given to the bidder who has made the bid earlier.
In case bids received at the Strike Price exceeds the number of shares allocated under the
Book Building, then preference will be given to the Bidders who have made the bid earlier.
Final allotment of shares out of the Book Building portion shall be made after receipt of full
subscription money from the successful Bidders; however, shares to such Bidders shall be
credited at the time of credit and dispatch of shares out of the public portion (Retail Portion)
of the issue to successful applicants.

2.20

REFUND OF MARGIN MONEY


Investors who have bid lower than the strike price are not eligible for allotment of shares.
Margin money of the unsuccessful Bidders shall be refunded within five (5) working days of
the close of the bidding period as required by Regulation 21(11) of the Regulations.
The Bidders, who have made bids at prices above the strike price, will be issued shares at the
strike price and the differential will be refunded accordingly.

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

PUBLICATION OF SUPPLEMENT TO THE PROSPECTUS


In accordance with the Regulation 4(x) of the Regulations within five (5) working days of the
closing of the Bidding Period, Supplement to the Prospectus shall be published at least in all
those newspapers in which the Prospectus was earlier published and also disseminated
through securities exchange where shares are to be listed.
Supplement to the Prospectus would contain information relating to the Strike Price, the Offer
Price, names of the Underwriters for the Retail Portion of the Issue, Underwriting Commission,
and Category-wise breakup of the successful bidders along with the number of shares
provisionally allocated to them.
Public subscription for the shares shall be held at any date(s) within thirty days (30) of the
publication of the Supplement to the Prospectus but not earlier than seven (7) days of such
publication.

28

Prospectus Amreli Steels Limited


2.23

INTEREST OF THE BOOK RUNNER


The Book Runner has no interest in the Issue and Issuer other than its role as a Book Runner to
the Issue.

2.24
(i)

ASSOCIATED UNDERTAKINGS AND COMPANIES


Associated Companies
S. No.
1
2

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

Prospectus Amreli Steels Limited


2.25 STATEMENT BY ISSUER
July 13, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi
On behalf of the Company, I confirm that all material information as required under the
Companies Ordinance, 1984, Securities Act, 2015, the Book Building Regulations, 2015 and the
Listing of Companies and Securities Regulations of the Karachi Stock Exchange Limited has been
disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting
documents is true and correct to the best of our knowledge and belief and that nothing has
been concealed.

For and on behalf of Amreli Steels Limited:

-Sd__________________
Abbas Akberali
Chief Executive Officer

30

Prospectus Amreli Steels Limited


2.26 STATEMENT BY JOINT LEAD MANAGERS
July 13, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

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.

For and on behalf of


AKD Securities Limited:

-Sd____________________
Umair Aijaz, FCCA
Executive Director
Investment Banking & Finance

For and on behalf of


Bank Alfalah Limited:

-Sd____________________
Imtiaz Gadar
Head of Public Markets

31

Prospectus Amreli Steels Limited


2.27 STATEMENT BY THE BOOK RUNNER
July 13, 2015
The Managing Director
Karachi Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi

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.

For and on behalf of AKD Securities Limited:

-Sd________________________
Mohammad Yasir Khan
Vice President
Investment Banking

-Sd________________________
Umair Aijaz, FCCA
Executive Director
Investment Banking & Finance

32

Prospectus Amreli Steels Limited


PART 3
3
SHARE CAPITAL AND RELATED MATTERS
3.1
SHARE CAPITAL
Number of
Shares
AUTHORIZED CAPITAL
420,000,000 Ordinary Shares of PKR 10/- each
80,000,000 Cumulative Preference Shares of PKR 10/- each
500,000,000 Total

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

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL


OF THE COMPANY
Ordinary Shares of PKR 10/- each
189,631,073 Issued for Cash
1,896,310,730
1,896,310,730
33,127,497 Issued for Consideration other than Cash*
331,274,970
331,274,970
222,758,570 Total
2,227,585,700
2,227,585,700
Number of
Face Value
Premium
Total (PKR)
Shares
(PKR)
(PKR)
THE EXISTING, SUBSCRIBED, ISSUED AND
PAID-UP CAPITAL OF THE COMPANY IS HELD
AS FOLLOWS:
Directors
91,294,723 Abbas Akberali
912,947,230
912,947,230
35,694,840 Shayan Akberali
356,948,400
356,948,400
1,746,383 Kinza Shayan
17,463,830
17,463,830
1,000 Mirza Qamar Beg
10,000
10,000
1,000 Badar Kazmi
10,000
10,000
1,000 Mariam Akberali
10,000
10,000
500 Zafar Ahmed Taji
5,000
5,000
128,739,446 Shares held by Directors
1,287,394,460
1,287,394,460
55,732,930
37,419,212
866,982
94,019,124

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

Prospectus Amreli Steels Limited


*Break-up of shares issued for consideration otherwise than in cash:
S. No
1
2
3
Total

No. of Shares Issued


270,000
682,497
32,175,000
33,127,497

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

OPENING AND CLOSING OF THE SUBSCRIPTION LIST


The subscription list will open at the commencement of banking hours on October 27, 2015
and will close on October 29, 2015 at the close of banking hours. Please note that online
applications can be submitted 24 hours during the subscription period which will close at
12:00 midnight on October 29, 2015.
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.

34

Prospectus Amreli Steels Limited


3.3

INVESTOR ELIGIBILITY FOR PUBLIC ISSUE


Eligible investors include:
a)
b)
c)

d)
e)

3.4

Pakistani citizens resident in or outside Pakistan or persons holding two nationalities


including Pakistani Nationality;
Foreign nationals whether living in or outside Pakistan;
Companies, bodies corporate or other legal entities incorporated or established in or
outside Pakistan (to the extent permitted by their respective constitutive documents
and existing regulations, as the case may be);
Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of
their respective Trust Deeds and existing regulations); and
Branches in Pakistan of companies and bodies corporate incorporated outside
Pakistan.

FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS


Non-resident Pakistani investors and foreign investors may subscribe for the shares being
issued through this Prospectus by using their Special Convertible Rupee Account (SCRA). For
further details please see Chapter 20 of the Foreign Exchange Manual of the State Bank of
Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares out of
new public offers on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may
open foreign currency collection accounts with banks abroad or in Pakistan for receiving the
subscription in foreign currency. They may also allow refunds from these accounts to
unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being offered
by the Company through this Prospectus. Payment in respect of investment in the shares of
the Company has to be made in foreign currency through an inward remittance or through
surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign
Portfolio Investment (FPI) is classified as SCRA. There is no restriction of sale proceeds and
dividend payouts on shares. Underlying client names / beneficial owners are required to be
disclosed at depository level.
Key Documents required for individual(s) are:
1)
2)

Account opening request


Passport / ID

General documentation required for opening of SCRA account by corporate are:


1)
2)
3)
4)
5)
6)
7)
8)
9)
10)

Account opening request


Board Resolution & Signatories list
Passport / ID of Board of Directors
Passport / ID of all authorized signatories
Certificate of Incorporation (COI) or equivalent documents like Trade Registry
Certificate, Business Registration Certificate, Certificate of Commencement of Business
Memorandum & Articles of Association
Withholding tax registration certificate / Certificate of country of domicile of client
Latest Annual Report
List of Board of Directors
List of Shareholders (>10% holdings) and key officers

35

Prospectus Amreli Steels Limited


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 investor must be supported by proof of receipt of foreign currency
through normal banking channels. Such proof must be submitted along with the application by
the foreign investors
3.5

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)

SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBTIED AND SUCH


APPLICATIONS MONEY MAY BE FOREFEITED UNDER SECTION 87(8) OF THE
SECURITIES ACT, 2015

(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

Prospectus Amreli Steels Limited


(g)

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

REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS


The Company shall take a decision within ten (10) days of the closure of subscription list as to
which applications have been accepted or are successful and refund the money in cases of
unaccepted or unsuccessful applications within ten (10) days of the date of such decision, as
required under Section 71 of the Ordinance.
As per sub-section (2) of Section 71 of the Ordinance, if refund as required under sub-section
(1) of Section 71 of the Ordinance is not made within the time specified therein, the Issuer
shall be severally liable to repay the money with surcharge at the rate of 1.5% for every month
or part thereof from the expiration of the 15th day and, in addition, to a fine not exceeding
PKR 5,000/- and in case of continuing offense to a further fine not exceeding PKR 100/- per
day after the said 15th day on which the default continues. Provided that the Issuer shall not
be liable if it proved that the default in making the refund was not due to any misconduct or
negligence on its part.

3.7

ISSUE AND DISPATCH OF SHARE CERTIFICATES


The Company will dispatch share certificates to successful applicants through their Bankers to
the Issue or by crediting the respective Central Depository System ("CDS") accounts of the
successful applicants within thirty (30) days of the close of public subscription as per Listing of
Companies and Securities Regulations of the KSE.
Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical
scripts on the basis of option exercised by the successful applicants. Shares in the physical

37

Prospectus Amreli Steels Limited


scripts shall be dispatched to the Bankers to the Issue within thirty (30) days from the date of
close of subscription list, whereas scrip-less shares shall be directly credited through Book
entry in the respective accounts maintained with the CDCPL.
The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant
columns of the Application Form. In order to exercise the scrip-less option, the applicant(s)
should have CDS account at the time of subscription.
If the Company defaults in complying with the above requirements, it shall pay the Stock
Exchanges a penalty of PKR 5,000/- per day for every day during which the default continues.
The name of the Company will also be notified to the TRE Certificate holders of the Stock
Exchanges and placed on the web site of the Stock Exchanges.
3.8

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

SHARES ISSUED IN PRECEDING YEARS

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

Prospectus Amreli Steels Limited


*These shares were issued upon conversion of the partnership business into a private
limited company to the following shareholders:

Mrs. Mariambai Rajab Ali 27,000 shares

Mrs. Dayem Bai Taher Ali 18,900 shares

Mrs. Fatima Fakhruddin 18,900 shares

Mrs. Salsabil Abbas Akberali 40,500 shares

Mr. Zohair Taher Ali 18,900 shares

Mr. Asghar Ali Rajab Ali 36,000 shares

Mr. Juzar Rajab Ali 27,000 shares

Mr. Sohail Tayeb Ali 33,300 shares

Mr. Badruddin Akber Ali 49,500 shares


**These shares were issued to Mrs. Salsabil Abbas Akberali against purchase of plant and
machinery.
The abovementioned shares were issued in compliance with the prevailing regulations at
the time of the issue.
***These shares were issued to Mr. Shayan Akberali and Mr. Shabbir Badaruddin 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.
Other than the above mentioned shares, there has been no other issuance of shares since the
incorporation of AMSL.
3.10

PRINCIPAL PURPOSE OF THE ISSUE


The principal purpose of the issue is to expand its manufacturing facilities by enhancing steel
melting capacity from 200,000 tons per annum to 350,000 tons per annum and re-rolling mills
capacity from 180,000 tons per annum to 480,000 tons per annum. Estimated costs of the
expansion plan are approximately PKR 3.38bn in which IPO will conservatively generate PKR
1.78bn (74,252,857 shares * Floor Price of PKR 24.00/- per share) and balance funds, if any,
required for expansion will be arranged through bank borrowings. A long-term facility for the
financing of up to PKR 1.54bn has also been obtained from United Bank Limited and shall be
utilized for the project to bridge the gap between IPO proceeds and the total project cost of
approximately PKR 3.38bn.
AMSL finds numerous benefits of installing the above mentioned plant capacity in Pakistan in
order to achieve economies of scale. The new mill will deliver high quality products and
achieve optimum productivity. Following are the benefits of the expansion plan:

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

Prospectus Amreli Steels Limited

Efficiency and control to achieve high productivity and high level of automation
according to international standards

Detailed break-up of the estimated project costs is mentioned below:


Estimated Cost of New Project
PKR (mn)
Development of Acquired Land
1.6
Pre Fab Shed and Civil works
340.0
Furnace
417.0
Imported Mill Equipment
2,037.0
Project Related Utilities
68.4
Quality Control
5.4
Material Handling Equipment
84.9
Electricals
204.8
Work Shops and Tools
22.2
Weighing Scale
7.7
Networking (System Software and Hardware)
6.0
Consultants Fees
17.8
Initial Spares
103.0
General Expense
50.0
Office Equipment & Furniture
10.0
Total
3,376.0
Implementation schedule consisting of all critical steps for the project is as follows:
Task
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
equipment design
Detail designing of equipment with general
arrangement of drawing and loading for civil foundation
and utility requirements
Manufacturing of mechanical equipment
Civil foundations and shed erection
Delivery of mechanical equipment
Manufacturing of electrical equipment
Delivery of electrical equipment
Installation of mechanical equipment at project site
Installation of electrical equipment at site
Cold commissioning (dry run of all mechanical and
electrical equipment )
Hot commissioning (running of all mechanical and
electrical equipment)
Commercial production start

Activity Completion Date


Already acquired
July 2015
Oct 2015
Oct 2015
Dec 2015
Apr 2016
Aug 2016
Aug 2016
Sep 2016
Aug 2016
Sep 2016
Nov 2016
Nov 2016
Dec 2016
Apr 2017
May 2017

40

Prospectus Amreli Steels Limited


The Company shall open the following three LCs cumulatively amounting to PKR 757.47
million within fifteen working days of the closing of the Book Building portion:
Serial
1

Description
Main Rolling Mill Plant &
Machinery (Advance Payment)

Beneficiary

LC Amount

Primetals Technologies

PKR 303,406,472

Reheating Furnace*

TENOVA / Daneili Centro Combustion

PKR 404,429,598

Pre-fabricated Shed Structure


Mammut Building System / Izhar Steel
(Advance Payment)*

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

Prospectus Amreli Steels Limited


3.13

ELIGIBILITY FOR DIVIDEND


The shares issued shall rank pari-passu with the existing shares in all matters of the Company,
including the right to such bonus or right issues, and dividend as may be declared by the
Company subsequent to the date of issue of such shares.

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

CAPITAL GAINS TAX


Capital gains derived from the sale of listed securities are taxable in the following manner
under section 37A of Income Tax Ordinance, 2001:

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%

WITHHOLDING TAX ON DIVIDENDS


Dividend distribution to shareholders will be subject to withholding tax under section 150 of
the Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said
Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of
the said Ordinance, said deduction at source, shall be deemed to be full and final liability in
respect of such profits in case of individuals only. The following are the rates:
(a) For filer of Income Tax Returns: 12.50%
(b) For non-filer of Income Tax Return: 17.50%

3.17

TAX ON BONUS SHARES


As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value
of bonus shares determined on the basis of the day end ex-price on the first day of book
closure shall be collected by the Company issuing the bonus shares, which will be the final
tax liability on such income of the shareholder.

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

Prospectus Amreli Steels Limited


differences and deferred tax assets are recognized to the extent that is probable that taxable
profits will be available against which the deductible temporary differences, unused tax losses
and tax credits can be utilized.
As at March 31, 2015 the Company had a deferred tax liability of PKR 862,824,215/-.
3.20

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

SALES TAX ON SALE / PURCHASE OF SHARES


Under the constitution of Pakistan and Articles 49 of the 7th NFC Award the Government of
Sindh has promulgated the Sindh Sales Tax on Service Act, 2011 (Sindh Act No. XII of 2011)
(the Act) which has taken effect from July 2011. The Sindh Revenue Board Constituted under
the Act (Sindh Act No. XI of 2010) administers and regulates the levy and collection of the
Sindh Sales Tax (SST) on the taxable services provided or rendered in Sindh.
The value of taxable services for the purpose of levy of sales tax is the gross commission
charged from clients in respect of purchase or sale of shares in a Stock Exchange under section
41(1) of the Sindh Sales Tax Rules, 2011, dated 30th June 2011, the Second Schedule of the
Act levies a sales tax on Brokerage at the rate of 14%. The sales tax is withheld as per the
requirements of Sindh Sales Tax Special Procedure (Withholding) Rules, 2011.

3.22

CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES


Pursuant to amendments made in the (Finance Act, 1989) through Finance (Amendments)
Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on
the purchase value of shares.

3.23

TAX CREDIT FOR INVESTMENT IN IPO


Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a
Company, shall be entitled to a tax credit for a tax year in respect of the cost of acquiring in
the year, new shares offered to the public by a public company listed on a stock exchange in
Pakistan, provided the resident person is the original allottee of the shares or the shares are
acquired from the Privatization Commission of Pakistan.
As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time Limit for holding shares
has been designated as 24 months to avail tax credit.

3.24

TAX CREDIT FOR ENLISTMENT


Under Section 65C of the Income tax Ordinance, 2001, tax credit at 20% of the tax payable
shall be allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan.

43

Prospectus Amreli Steels Limited


3.25

JUSTIFICATION FOR PREMIUM


Rationale for the justification of premium is set out below:
Sponsor Profile and Management Prowess
AMSL benefits from a seasoned management team, who are experts in their field, have
rich experience in the industry and understand the dynamics of competing in Pakistan.
The management reflects a culture of leadership, empowerment and teamwork that is
imprinted across the organization. With pertinent experience in the steel industry
spanning over five decades, the Company sponsors ensure the Company stays ahead of
competition in terms of technology and capability.
Strong Brand Image
AMSL has been Pakistans largest selling brand of steel bars for the past few decades. The
Company has built iconic landmarks like Karachi and Lahore airports, Dolmen Mall
(Karachi), Agha Khan Hospital (Karachi), Centaurus Shopping Mall (Islamabad), Jinnah
Bridge (Karachi), MCB Tower (Karachi), Ghazi Barotha Dam, (Attock Punjab) and many
others. Recommended by leading architects, consultants and engineers across Pakistan as
the brand of choice, AMSL has remained dedicated to maintaining the highest standards
of quality and service. The trust of their client base in the Companys brand allows AMSL
to charge a premium on its products.
Underpenetrated Steel Market
With a per-capita steel consumption of just 19.5kg as per Steel Year Book 2014 (one of the
lowest in the world), combined with a growing middle-class population and a massive
unmet housing demand, Pakistan offers a huge underpenetrated market for steel players
to capitalize moving forward. Currently, housing shortage works out to be 9 million units
based on the study conducted by World Bank as stated in the SBP Housing Finance Review
(April June 2014). Bridging this shortage over the next 5 years will require 50 million tons
of steel. Although Pakistan is the 6th most populous nation in the world, it has one of the
lowest per capita consumptions of steel. If Pakistans per capita consumption rises over
the next 5 years to equal even the average of developing countries, Pakistan will require
an additional 6 million tons of steel per annum.
The structural under-penetration converging to world or regional levels will be a gradual
process, but near term impetus is widely expected given the very visible infrastructure
push from the government in recent time. World Bank has reported a severe
infrastructure gap in Pakistan which the current government is trying to bridge. FY16 will
see a record PSDP outlay of PKR 700 billion for infrastructure projects:

The China-Pakistan Economic Corridor is a massive infrastructure project for


which millions of tons of steel bars will be required;
Dams are already under construction and many are in the pipeline such as Dasu
Dam;
Power projects in Gawadar, Port Qasim, and Thar are also in the pipeline and will
require up to 5 million tons of steel;
Transportation projects such as Karachi-Lahore motorway and Orange Line Project
are also forecasted to consume large amounts of steel.

44

Prospectus Amreli Steels Limited


Plant Expansion and Cost Reduction
AMSL has the advantage of not being marred by the conventional bottlenecks for
industrial expansion being witnessed in the last few years. The Company has 65 acres of
continuous land in Dhabeji, Karachi with utility connections (132 KV dedicated grid station
with uninterrupted power supply), boundary walls and roads in place. The premises are
ideally located on the National Highway and only 16 km from Port Qasim. Hence AMSL has
the vital pre-requisites for industrial expansion already in place, including land and
committed electricity, gas and water supply, which combined with the internationally
reputed suppliers and vendors, should ensure a seamless execution of the expansion
projects.
The Company is targeting to install the new plant in Dhabeji, Karachi that will dramatically
reduce overall conversions costs to give AMSL an unparalleled competitive advantage:
1. Energy Costs: A continuous hot-link to the integrated steel melt-shop will save
substantial energy cost in reheating one of the major cost inputs of any rebar
mill. New generation melting furnaces will further reduce electric consumption,
making AMSL one of the most efficient steel melters in the country.
2. Reduction in Wastage: Optimum productivity and latest reheating technology will
allow the Company to achieve a high yield on production of rebars from billets,
meeting the world standards for yield today.
These cost and productivity advantages will be unmatched by any of AMSLs competitors
and will ultimately translate into a very healthy bottom line for the Company.
Established Distribution Channels
AMSL is a leading supplier to the housing, commercial and mega infrastructure sectors.
The Company manufactured over 170,000 tons of rebars in FY15 the highest in the
history of Pakistan. This allows the Company to have a wide range of sizes / grades
available at all times and provide timely deliveries.
As the largest selling brand of steel bars in Pakistan for the past few decades, AMSL is one
of the only companies in the industry to have nation-wide presence. With increased
capacity utilization, the Company has also expanded its dealership network with retailers
in Sindh and Punjab in order to have a wider footprint in the countrys demand centers.
Positive Regulatory Developments
The recent 15% regulatory duty on imports of steel bar bodes positive for domestic
integrated re-rollers. However, imports present no threat to AMSL but it further
strengthens the Companys competitive position and pricing power amongst high quality
steel bars.
Secondary Market Dynamics
The KSE 100 Index emerged as one of the best performing markets in the world with a
gain of 27% in 2014. Despite this robust performance, P/E multiple for the Pakistan
market stands at 9.93x for FY15, which is broadly at par with the historical multiple for this
market and reasonable discount to the P/E multiple of MSCI Asia Pacific Index, excluding
Japan. Factors driving the robust performance of equity markets in the last few years
remain broadly in place (increasing economic confidence and foreign portfolio flows) and
are expected to help unlock the capital gain potential in the Company, to the benefit of

45

Prospectus Amreli Steels Limited


potential investors. In addition, MSCI Pakistan Index will be included in the 2016 Annual
Market Classification Review for a potential reclassification to Emerging Markets Index
category that will also help to increase international confidence in Pakistan capital
markets.
Quality Assurance
AMSL continuously invests in quality assurance which enables the Company to maintain a
well established reputation for manufacturing Hot Rolled Bars with dimensional accuracy,
superior quality and delivering first class service to its customers. Lloyds Register Quality
Assurance has certified AMSLs manufacturing facility for the ISO 9001 Quality
Management System. The Companys products fulfill the following requirements of steel
reinforced concrete:
High yield strength
High tensile strength with standard elongation
High bond strength
Uniformity in diameter, length and reliability
Consistency in weight
Furthermore, all products of AMSL are also approved and certified by Pakistan Standards
Quality Control Authority (PSQCA) and conform to the British and American standards.
Strong Growth
AMSL has continuously invested in capacity expansion to increase market share and
maintain its leading role in the industry. The Company has posted an impressive Sales
CAGR touching 30% in the last 5 years as top line increased from PKR 4.10bn in 2010 to
PKR 11.96bn in 2014.
A strong demand outlook over the next 5 to 10 years for the construction and cement
industry correlate well with increased steel bar demand. The iron and steel sector was the
best performing sector in LSM FY15 with a growth rate of 36% and industry experts
believe this figure will rise in FY16.
State-of-the-art Facilities
The latest Induction and Electric Refining Furnaces equipped with PLC power optimizers,
give stable, reliable and most importantly, energy efficient output. The only scrap shear in
Pakistan allows AMSL to lower its raw material and power costs, and improve
productivity. The fully automated machine casts liquid metal into billets in varying sizes.
Slag breaking and separator machine recovers ferrous metals from wastage to improve
yield. Cranes with speed of 100 mtr / min, automated vibratory feeders and transfer
trolleys with capacities of up to 28 tons are able to support the high production
requirements of the plant. The Company uses state-of-the-art equipment and high degree
of automation which leads to the production of high quality products that fall well within
established international standards.
Attractive Floor Price
The Floor Price of PKR 24.00/- per share represents a value proposition based on existing
trading multiples of the market. Currently the KSE 100 Index trades at a P/E of 10.60 times
and P/B of 1.94 times respectively as per Bloomberg. The Company trailing Pre-IPO P/E
and P/B multiple of 6.91 times and 0.99 times and Post IPO P/E and P/B of 9.21 times and

46

Prospectus Amreli Steels Limited


1.32 times respectively indicate room for growth. The multiples are based on audited
financial statements for the 9 months ended March 31, 2015.

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

No. of Shares (mn)

222.76

109.39

435.00

119.89

62.11

271.06

55.48

Price per Share (PKR)*

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

Profit / (Loss) After Tax

580

478

(1.00)

172

68

(967)

(19)

Earnings Per Share (PKR)

2.60

4.37

(0.00)

1.44

1.09

(3.57)

(0.35)

Annualized EPS (PKR)

3.47

5.82

(0.00)

1.91

1.46

(4.76)

(0.46)

Book Value Per Share (PKR)

24.29

16.49

12.26

73.90

83.90

10.23

82.05

Price to Earnings (x)**

6.92

11.72

N/A

40.73

65.26

N/A

N/A

Price to Book Value (x)

0.99

4.14

2.25

1.06

1.13

0.88

0.29

For the 9 months ended


March 31, 2015

Source: Company Financial Statements


*Prices as at August 11, 2015
**Calculated on the basis of Annualized EPS of the Companies

47

Prospectus Amreli Steels Limited


PART 4
4

UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

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

BUY BACK / REPURCHASE AGREEMENT


THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT
WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC ISSUE.
ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY
BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE
COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE SHARES FROM THE
UNDERWRITERS AND THEIR ASSOCIATES.

48

Prospectus Amreli Steels Limited


4.4

COMMISSION TO THE BANKERS TO THE ISSUE


Commission at the rate of 0.60% of the amount collected on allotment in respect of successful
applicants will be paid by the Company to the Bankers to the Issue for services to be rendered
by them in connection with the public issue, plus out-of-pocket expenses, if any.

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

ESTIMATED EXPENSES OF THE ISSUE


Expenses to the Issue are estimated not to exceed PKR 101,487,516/-. The break-up of these
preliminary expenses is given below:

Expenses to the Issue


Rate
Amount (PKR)
Underwriting Commission - Book Building
0.25%
3,330,171
Underwriting Commission - General Public
1.50%
6,750,000
Take-up Commission - Book Building*
0.50%
6,660,343
Take-up Commission - General Public*
2.00%
9,000,000
Commission - Bankers to the Offer
0.50%
2,250,000
Out of Pocket Expense - Bankers to the Offer (including eIPO services)
800,000
TREC Holders of the Stock Exchanges
1.00%
17,820,686
Book Runners Fee
0.625%
8,325,429
Lead Management & Arrangement Fee
2.00%
35,641,371
Printing, Publication of Prospectus / Application Forms
2,000,000
KSE Listing Fee & Charges:
- Initial Listing Fee
2,500,000
- Annual Listing Fee
503,207
- Service Charges
50,000
KSE Software Charges for Book Building
500,000
CDC Fresh Issue Fee
0.16%
2,851,310
SECP Application & Processing Fees
200,000
Legal & Professional Charges
750,000
Balloters & Share Registrar Fees etc.
555,000
Miscellaneous Costs
1,000,000
Total
101,487,516
* These amounts represent the maximum possible costs under these heads based on Floor Price

49

Prospectus Amreli Steels Limited


PART 5
5

OVERVIEW, HISTORY AND PROSPECTS

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

Prospectus Amreli Steels Limited


foundations were laid with AMSL re-bars and they continue to stand tall with pride as integral
monuments adding value to the skylines of this nation.
AMSL has created a strong culture based on values that have been a part of its long tradition.
The hallmark of the Companys success has been its reputation as an enterprise that generates
and supports exceptional levels of opportunity, initiative and goodwill. The promoters have
always believed in continuous growth, improvements and adoption of latest manufacturing
techniques to maintain its leadership in producing best quality of products at optimum
productivity and cost competitiveness. The Companys high strength reinforcement bars
Xtreme G-500 are the preferred choice of most of the reputed builders in the construction
industry of Pakistan. Lloyds Register Quality Assurance has certified AMSLs manufacturing
facilities for the ISO 9001 Quality Management System. The products are also approved and
certified by Pakistan Standards Quality Control Authority (PSQCA).
The promoters of the Company believe in a Clean & Green environment, contributing for the
betterment of society in particular and the country in general. It has registered its plants
under Self-Monitoring and Reporting Program (SMART) monitored by Pakistan Environmental
Protection Agency under the umbrella of Ministry of Environment, Government of Pakistan.
AMSL is also very active in the CSR sphere. It supports a complete primary school of
approximately 150 students in Achar Salaar (a small town near the Steel Melt Shop) and the
Hunar Foundation, a state-of-the-art vocational training institute certified by City and Guilds
U.K. The Amreli Foundation also runs a full-fledged ladies tailoring unit in Dhabeji.
The Company has received the prestigious 4th Consumers Choice Award by Consumer
Association of Pakistan.
Shareholding Pattern
Shareholders

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%

Salsabil Abbas Ali

866,982

0.39%

Mirza Qamar Beg

1,000

0.00%

Badar Kazmi

1,000

0.00%

Mariam Akberali

1,000

0.00%

Zafar Ahmed Taji

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

Prospectus Amreli Steels Limited


Types and Sourcing of Raw Material
There are five major types of raw meltable scrap used by AMSL to manufacture billets which
are rolled to produce re-bars. The different types of scrap that are procured are as under:
HMS 1 Non-galvanized Blackened Steel
HMS 2 Galvanized Blackened Steel
Tin plate bundles
Blue bundles
Shredded
The Company imports scrap from well-established and reliable partners. Some of the major
suppliers are mentioned in the table below:
Name of Supplier
Al Zarooni - UAE
Quality Metals - UAE
Stena - Sweden
Nortrade - Austrlia
Polcopper - Poland
Skrotfrag - Sweden
Stemcor - UK
Midas - UAE / South Africa
Resource Trading - Australia
Global Metcorp - UK
Reclamation - South Africa
Sims - UK
Vital Solutions Singapore / UK
BFRS - UK
EMR - UK
TSR - Germany
MRC - Kuwait
Total

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

PLANT AND MACHINERY


Steel Melting Plant at Dhabeji
The Steel Melting Plant has a capacity of 200,000 tons of billets per annum, making it the
largest private sector melting plant in Pakistan. This backward integration development
encompasses a portion of the 65 acre leasehold land acquired by the Company at Dhabeji,
which is 16 km from Port Qasim. The steel melting plant is based on induction furnace
technology, which is considered to be the best suited electric steel making technology for the
region. Most of the technology suppliers for the project are based out of India and Germany.
The Company has continuously invested in technology. As a result, AMSL is the only company
to have a Slag Breaking and Separator Machine that recovers ferrous metals from wastage to

52

Prospectus Amreli Steels Limited


improve its yield. AMSL has one of the largest 1600 tons European scrap shearing machines in
the subcontinent which provides efficiencies in scrap handling and processing costs.
Foreign consultants provide design and engineering consultancy for the melting plant. These
consultants have designed some of the largest plants in the world having capacity of over 3
million tons per year.
The Induction Furnace technology the Company utilizes to manufacture billets is best suited
for making deformed steel bars and has the following advantages:

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

Prospectus Amreli Steels Limited


Plant Specification
Steel Melt Shop Plant Specification
Nameplate capacity 200,000 tons per annum
Name of Key Machineries
Country of Origin
Manufacturer
Pre-compression Scrap Shear (PC 1625)
Veezani
Italy
Scrap Bailing Press
Subha Internaltional
India
Vibratory Charger Feeders
General Kinematics
Thailand
Electrohydraulic Grabs
SMAG
Germany
Induction Furnaces (25 tons each)
Electrotherm
India
Ladle Refining Furnace
Doshi Technologies
India
Continuous Caster Machine
Concast
India
Spectrometers
Spectro Analytical
Germany
Slag Crushing Plant
Bhupindra Machines
India
Power Transformer
Hyosung Transformer Co.
China
Reverse Osmosis Plant
Severn Trent
USA
Electric Supply & Distribution System
AREVA
Pakistan
Fume Extraction System
Nikko System
India
Rolling Mill at S.I.T.E
The re-rolling mill located in SITE, Karachi is one of the most modern and efficient re-rolling
mills operating in the country. The rolling mill uses prime quality billets produced at the melt
shop to produce reinforcement steel bars.
With an installed capacity of 180,000 tons of re-bars per year, AMSL is the largest re-bar
producer in the country and with a fully automatic and continuous rolling line; the plant is
able to produce high quality re-bars in diameters ranging from 9.5mm to 40mm compliant to
American and British standards. AMSL was the first company in Pakistan to introduce the
Thermo Mechanically Treated re-bar technology which enabled the Company to produce high
strength deformed re-bars based on specifications that meets international standards and
benchmarks.
The plant has the following technologically advanced features:
Straight rolling for better product control and efficiency
Special speed cascading systems for tension free rolling and dimensional accuracy
Sophisticated quenching equipment for producing high strength bars
Utilities
The rolling mill is supplied with power from two dedicated feeders of K-Electric supplying
power at 11 KV level. Each of these feeders originates at the K-Electric substation and
terminates at the rolling mill with no other customers drawing power from these lines. Thus,
there is one line in operation and one on standby for AMSL. In case any maintenance work
needs to be done on one line, the spare feeder is energized and power is drawn from it.
The Company also has standby generators for operation of all critical equipment as a backup
in the event of any unforeseen disturbance to power supply. The capacity of generators is
sufficient to run critical processes to protect the equipment.
AMSL has made a deep tube well bore at the premises and is now working on installation of a
Reverse Osmosis Plant.

54

Prospectus Amreli Steels Limited


For gas supply, the Company has a Town Border Station (TBS) connected to the plant premises
to ensure smooth pressure supply to the plant which enables it to run at the desired efficient
parameters. AMSL has also installed a standby SNG plant which is used during occasional load
shedding and low pressure on Sundays to cater to its production needs.
Plant Specification
Rolling Mill Plant Specification
Nameplate capacity 180,000 tons per annum
Name of Key Machineries
Country of Origin
Reheating Furnace
India
Rolling Mill - Roughing
Germany
Rolling Mill - Intermediate
China
Rolling Mill - Finishing, TMT & Billet Shear
Italy
Entry & Exit Guides
UK
Workshop Machineries
China
Turning Lathe AT 830
Italy
5.3

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

Prospectus Amreli Steels Limited


5.4

NEW ROLLING MILL PROJECT AT DHABEJI


The Company has taken the decision to setup a new rolling mill at Dhabeji to expand its
manufacturing facilities which achieved close to 100% capacity utilization in FY15. As of today,
this will be the largest capacity rebar plant in Pakistan and will enhance AMSLs steel melting
capacity from 200,000 tons per annum to 350,000 tons per annum and re-rolling mills capacity
from 180,000 tons per annum to 480,000 tons per annum. The estimated cost of the
expansion plan is approximately PKR 3.38bn, which will in part be generated by the IPO (PKR
1.78bn on Floor Price) and balancing funds, if any, will be arranged through bank borrowings.
Approval for financing of up to PKR 1.54bn for the project has been obtained from United
Bank Limited.
Following are the benefits of the expansion plan:

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

Prospectus Amreli Steels Limited


Furthermore, the Company has also shortlisted suppliers who will be supplying the prefabricated building, re-heating furnace and cranes which are not part of the scope of Primetals
Technologies Italy S.r.l. Various local civil contractors have been invited and are being
evaluated for final selection of three civil contractors for the project site for the execution of
work on 24 hour basis.
The task of Project Design and Engineering for the new Rolling Mill has been assigned to the
reputed Indian consultancy, Korus Engineering Solutions Pvt. Limited, engaged in the field of
building steel plants in India and abroad. The Company has previously provided Consultancy
and Detailed Engineering Services to AMSL for the up-gradation of their existing Rolling Mill
from 65,000 TPA to 180,000 TPA and later for setting up the 200,000 TPA Steel Melt Shop at
Dhabeji. The consultants shall be carrying out the detailed engineering of the project
comprising of the following:

Developing plant and shop layouts


Design and supply of construction drawings for factory buildings, roads, drains and
other civil and structural work
Design and supply of construction drawings for equipment foundation of plant and
machinery, utility services, auxiliary services etc.
Preparing tender specifications for procurement of equipment, analysis of bids and
assistance in finalizing the orders
Preparing tender specifications for installation of equipment, piping and cabling
Preparation of engineering drawings for electrical and utility services, including piping,
cabling, earthing and lighting
Assistance in designer's supervision of work at the project site for civil and structure
related work, and installation and commissioning of equipment

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

Prospectus Amreli Steels Limited


Implementation Schedule
Task

Activity Completion Date


Already acquired
July 2015
Sep 2015
Sep 2015*

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

Source: Steel Statistical Yearbook 2014

1
2

Economic Sustainability World Steel Association (http://www.worldsteel.org/steel-by-topic/sustainable-steel/economic.html)


Steel Statistical Yearbook 2014

58

Prospectus Amreli Steels Limited


Pakistans Gross Domestic Product has grown at an average rate of 5% over the last 60 years.
Pakistan is still amongst the lowest per capita consumer of crude steel at 16.1 kg in
comparison to regional average of 262.5kg and world average of 238.2kg.
5.6

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

Risk of Physical Damage


Risk of damage to Property, Plant and Equipment.

5.8.3

Foreign Exchange Risk


Adverse foreign exchange movement .i.e. PKR depreciation will inflate the price of imports
thus affecting the profitability of the Company.

3
4

CIA Fact Book


World Bank Data Bank

59

Prospectus Amreli Steels Limited


5.8.4

Raw Material Supply / Price Risk


Adverse price movement or non-availability of raw materials may deter smooth production.

5.8.5

Power Supply Risk


The Company may not be able to operate at optimal capacity due to unavailability of
electricity.

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

Risk of Technological Obsolescence


The technology employed is or may become obsolete in the near future leaving the Company
unable to deliver the required level of expertise and support for consistent growth.

5.8.9

Capital Market Risk


Price of shares will depend on the stock market behavior and performance of the Company.
Hence, price may rise or fall and result in increase or decrease in the value of shares.

5.8.10 Diversification Risk


Risk of being dependent on one particular buyer or market.
5.8.11 Regulatory Risk
This is the risk that the regulatory policies unfavorable for the steel sector are imposed.
5.8.12 Under-subscription Risk
There is a risk that the Public Issue may get under-subscribed on account of lack of investors
interest.
NOTE: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING
HAS BEEN CONCEALED IN THIS RESPECT.

60

Prospectus Amreli Steels Limited


PART 6
6

FINANCIAL INFORMATION

6.1

AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE


TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE
PROSPECTUS OF AMRELI STEELS LIMITED

61

Prospectus Amreli Steels Limited

62

Prospectus Amreli Steels Limited

63

Prospectus Amreli Steels Limited

64

Prospectus Amreli Steels Limited

65

Prospectus Amreli Steels Limited

66

Prospectus Amreli Steels Limited

67

Prospectus Amreli Steels Limited

68

Prospectus Amreli Steels Limited


6.2

SHARE BREAK-UP VALUE CERTIFICATE

69

Prospectus Amreli Steels Limited


6.3

AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY

70

Prospectus Amreli Steels Limited


6.4

SUMMARY OF FINANCIAL HIGHLIGHTS

(Amounts in PKR mn)


Sales
Gross Profit
Operating Profit
Profit before Taxation
Profit after Taxation
Non-Current Assets
Current Assets
Total Assets
Non-Current Liabilities
Current Liabilities
Total Liabilities
Total Equity (with Revaluation Surplus)
Total Equity (w/o Revaluation Surplus)

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

6.5 FINANCIAL RATIOS

Gross Profit (%)


Operating Profit (%)
Net Profit (%)
Return on Equity (%) (with Revaluation Surplus)
Return on Equity (%) (w/o Revaluation Surplus)
Return on Assets (%)
Earnings Per Share (PKR)
Book Value Per Share (PKR) (with Reval. Surplus)
Book Value Per Share (PKR) (w/o Reval. Surplus)
No. of Shares (mn)

71

Prospectus Amreli Steels Limited


PART 7
7

MANAGEMENT

7.1

BOARD OF DIRECTORS OF THE COMPANY


S. No.
1)

2)

3)

4)

5)

6)

7)

7.2

Name and Address


Abbas Akberali
House no. F-3/B, Block 4,
Clifton, Karachi
Badar Kazmi
House
no.
24/II,
Khayaban-e-Muhafiz,
Phase VI, DHA, Karachi
Zafar Ahmad Taji
House no. 49, Z-Block,
Phase III, DHA, Lahore
Mirza Qamar Beg
House no. 64/1, Street
25, Khayaban-e-Badban,
Phase V, DHA, Karachi
Shayan Akberali
House no. F-3/B, Block 4,
Clifton, Karachi
Kinza Shayan
House no. F-3/B, Block 4,
Clifton, Karachi
Mariam Akberali
House no. F-3/B, Block 4,
Clifton, Karachi

Designation

Directorship in Other Companies

Chief Executive
Officer

Shershah Industries (Pvt.) Limited

Director

N/A

Director

N/A

Director

N/A

Director

Shershah Industries (Pvt.) Limited

Director

N/A

Director

N/A

OVER DUE LOANS


There are no overdue loans (both foreign and local currency) on the Company or its Directors.

7.3

DIVIDEND PAYOUT BY GROUP LISTED COMPANIES


None of the group companies are listed on the Stock Exchange(s).

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

Prospectus Amreli Steels Limited


Mr. Badar Kazmi - Independent Non-Executive Director
Mr. Kazmi brings with him a wealth of experience spanning over 33 years including almost all
facets of the banking industry of Pakistan, Middle East, South Asia and Africa. Mr. Kazmi
started his career with BCCI in 1980 and worked for 11 years in Pakistan and the Middle
Eastern Region. Mr. Kazmi joined Standard Chartered Group (SCB) in 1991 and held various
positions including Regional Head of Global Markets for MESA (Middle East and South Asia)
and Africa. In 2003, he was appointed as CEO of SCB Pakistan, a position he held till late 2010.
In recognition for his services to banking in Pakistan, Mr. Kazmi was also decorated with the
civil award Sitara-e-Imtiaz by the President of Pakistan.
Mr. Zafar Ahmed Taji - Independent Non-Executive Director
Mr. Taji started his career in 1971 after completing his MBA from IBA, Karachi holding first
position. Since then, he has spent 35 years with multinationals like Exxon Corp, Union Carbide
of USA, British American Tobacco / Pakistan Tobacco and Interloop. Mr. Taji is also Certified
Corporate Governance professional from IFC / PICG. Presently he is the Special Advisor to
Directors of Sapphire Fibers. He has had the honor of being member of Prime Minister Pay
and Pension Commission, Advisor to NAB for developing / implementing its Change
Management Program, Advisor to Pakistan Air Force for resolving cultural issues of
collaborating with China on developing JF 17s at Kamra Air Base, and HR Advisor to PCB for a
number of years. He has also been Dean of Riphah University and Director General of NUST
Business School.
Mr. Mirza Qamar Beg - Independent Non-Executive Director
Mr. Qamar Beg is a retired civil servant, who has served, inter alia, as Secretary Commerce,
Chief Secretary Balochistan, and Chairman and CEO of Pakistan Steel. He served for six years,
until 25 May 2015, on the Board of State Bank of Pakistan. He has also served on the Board of
National School of Public Policy, and is member of Tax Reforms Commission and Broadening
of Tax Base Committee. He is recipient of one of the highest civil awards of Italy.
Mr. Shayan Akberali - Managing Director
Mr. Shayan Akberali joined AMSL in 2002 after completing a Bachelors Degree in Electrical
Engineering from Northwestern University, USA and working for Lehman Brothers, NY. Over
the past decade, Mr. Akberali has played an integral role in expanding and professionalizing
the Company in his various roles overseeing production, technical development and planning.
Mr. Shayan was instrumental in expanding production capacity from 60,000 tons per year to
180,000 tons per year and is currently leading an expansion project to double capacity.
Responsible for various company functions in his role as MD, Mr. Shayan has built a strong
team of professionals that bring functional expertise as well as leadership to steer the
Company to higher growth.
Ms. Kinza Shayan - Non-Executive Director
Ms. Kinza Shayan is a graduate in Management Sciences from SZABIST and is currently
pursuing a diploma in sports nutrition. She also writes for various publications on fitness and
nutrition and is currently gearing up to start her own business in the health sciences field.

73

Prospectus Amreli Steels Limited


Ms. Mariam Akberali - Non-Executive Director
Ms. Mariam Akberali brings great diversity to the board with experience in the food,
restaurant, mental health, and education sectors in Pakistan. She has earned a degree in
Psychology from Franklin & Marshall College, USA and is passionate about social
entrepreneurship in Pakistan.
7.5

PROFILES OF OTHER KEY MANAGEMENT


Mr. Hadi Akberali Director Projects
Mr. Hadi Akberali brings a mix of technical, management and leadership skills after completing
a Bachelor Degree in Industrial Engineering from Northwestern University, USA and an MBA in
Finance and Strategy from INSEAD, France. With over 8 years of experience in the steel
industry, Mr. Hadi Akberali was instrumental in the Companys vertical integration plans by
spearheading the implementation of the billet manufacturing facility between 2008 and 2011.
Currently, Mr. Akberali is responsible for implementation of a companywide SAP
implementation project, Corporate Affairs, and new business ventures that can give AMSL
competitive advantages.
Mr. Fazal Ahmed Director Finance
Mr. Ahmed is an associate member of the Institute of Cost & Management Accountant of
Pakistan. He has been associated with the Company since 2008. As a member of senior
leadership team, he acts as a Partner to the CEO and an advisor to the divisional heads,
evaluating and assisting them with their financial goals. Before joining AMSL in 2008, he was
heading his own financial consulting and advisory firm. He was financial advisor to a
Malaysian firm by the name MAXCORP, which was engaged in a number of large sized Real
Estate projects in Pakistan. He arranged and structured financing for MAXCORP to develop
Defence Country & Golf Club, Phase VIII, Karachi, and Mangla View Resorts near Mangla Dam.
Mr. Ahmed carries with him professional experience of over 25 years in financial and
accounting disciplines having served for more than 20 years as head of finance at different
financial and manufacturing institutions across Pakistan.
Mr. M. Anwar Kamal Executive Director Marketing & Sales
Mr. Kamal started his career in 1980 and since then has been working in Marketing & Sales in
building material industry. Early in 1983, he joined Baluchistan Concrete and Blocks (A Habib
Group Company) as sales officer and soon grew to become Manger Sales serving the Company
up to 1986. Mr. Kamal joined AMSL in 1993 and served up to 2003 as Executive Manager
Marketing and played a phenomenal role in the sales growth of the Company. From 2003 until
2011 he remained with Al-Abbas group as Head of Marketing and again in 2011 he rejoined
AMSL as Executive Director Marketing & Sales.
Mr. Khamis Abbas Director Personnel & Administration
Mr. Abbas did his L.L.B. from Karachi University and has more than 42 years of working
experience, the last 23 of which are with Amreli Steels Limited. He is an expert on labour laws
of Pakistan dealing specially issues related to industrial relations and Factories Act 1934.
Before joining AMSL he worked with RCD Balls bearing Limited then a public listed company
in different capacities last of which was Personnel & Administration Manager and Manager
Factory.

74

Prospectus Amreli Steels Limited


Mr. Shabbir Hussain Executive Manager Plant & Production - Rolling Mill
Mr. Hussain started his career at AMSL as an Electrical Engineer in 1984. Today, he is heading
the Plant & Production at the Rolling Mill. Mr. Hussain has overall working experience of 38
years, out of which 29 years have been with AMSL.
Mr. Noman Sajjad Executive Manager Plant & Production - Steel Melt Shop
Mr. Sajjad has done his BE in Mechanical Engineering, Masters in Energy System and Masters
in Industrial Management from NED University. He has also done his MBA from IBA with
majors in Marketing and HR. He is also a globally recognized and certified Project
Management Professional. Mr. Sajjad has been associated with AMSL since 2006 and has
overall working experience of 13 years. He has been instrumental in the erection of SMS at
Dhabeji and runs the plant with great degree of efficiency.
Mr. Zoeb Salemwala Executive Manager Corporate Affairs
Mr. Zoeb Salemwala currently heads the Corporate Affairs function at AMSL and is also the
Company Secretary. He brings unique perspectives from his 25 years of experience in handling
financial and taxation matters of corporate entities in hotels, advertising and the steel
industry. Mr. Zoeb has worked in different departments across the Company and serves as an
advisor to various functional leads.
Mr. Darayus Charna Executive Manager Marketing
Mr. Darayus Charna joined AMSL in early 2009 and is overseeing the complete Marketing
operations of the Company. He has over 30 years of work experience as divisional and country
managers with reputed firms such as Sears Roebuck, USA and Boldson International Ltd, Hong
Kong.
Mr. Rafaqat Aziz LT COL (R) Executive Manager, Logistics, Vigilance & Group Security
Mr. Rafaqat Aziz is Graduate from Pakistan Military Academy. He is also qualified in defense
procurement and IMO certified port & ship security officer. Mr. Rafaqat is associated with
AMSL since 2006 and has overall experience of 38 years including 25 years of service in
Pakistan Army.
Mr. Jawaid Asghar Executive Manager - Chief Information Officer
Mr. Syed Javed Asghar has done his BE (Electronics) from NED University in 1992 and MS in
Software Engineering in 1998 from SZABIST. He joined AMSL in 2013 as Chief Information
Officer (CIO). He has overall 21 years of work experience with reputed firms such as Excide
Pakistan Limited, Dream World Limited and Barrett Hodgson Pakistan Limited. As Chief
Information Officer, Mr. Asghar has constructed a strong team in IT department recently and
has successfully implemented SAP software at AMSL.
Mr. Shahid Hussain Senior Manager Finance
Mr. Shahid Hussain is an associate member of the Institute of Cost & Management Accountant
of Pakistan. In AMSL, he has been looking after the functions of Accounts and Finance since
October 2010. Mr. Hussain has overall 17 years of practical experience in the field of Accounts
and Finance. Previously, he has served for various well renowned organizations in financial
and accounting disciplines. Mr. Hussain is a proud SAP power user.

75

Prospectus Amreli Steels Limited


Mr. Farid Ahmed Senior Manager HCR
Mr. Farid Ahmed Taji has done his BBA in operation Management from University of Houston,
Texas, USA. Mr. Farid is associated with AMSL since 2014 and has a unique professional
experience of 9 years of working for financial investment company and FMGC across the
globe. Prior to joining AMSL Mr. Farid had been associated with one of the largest Telecom
Company in Pakistan as a HR Business Partner.
Mr. Mohiuddin Minhaj Rafi Junaidy Senior Manager Sales
Mr. Minhaj is a Bachelor in Commerce from Jinnah Government College. Mr. Minhaj is
associated with AMSL since 1998 and has overall work experience of 20 years.
Mr. Ansar Hussain Rizvi Senior Manager Production
Mr. Ansar Hussain Rizvi has done a Diploma of Associate Engineer (Metallurgy). Mr. Hussain is
associated with AMSL since 2006 and has overall work experience of 25 years in steel industry.
Mr. Rizvi is a proud SAP power user.
Mr. Taha Umer Manager Finance
Mr. Taha Umer is an associate member of Institute of Chartered Accountants of Pakistan
(ICAP) with an experience of more than eight years (including the article ship period with Ernst
& Young Ford Rhodes Sidat Hyder & Co. Mr. Taha is associated with Amreli Steels Limited
since 2012 and has been instrumental in the areas of Financial Analyses, Management
Reporting, Financial Management, Financial Modeling, Budgeting & Forecasting. He has
previously served as Supervisor in the Assurance and also the Risk Advisory Services group of
Ernst & Young Ford Rhodes Sidat Hyder.
Mr. Nazeer Ahmed Manager Accounts
Mr. Nazeer Muhammad has overall 14 years of work experience. He is an associate member of
Institute of Cost & Management Accountants of Pakistan. He has been working with AMSL
since 2008 and responsible for day to day affairs of accounts department and liaison with
external auditors for statutory audit. Prior to joining AMSL he had worked with organizations
such as the Habib Motorcycles, Hasni Hosiery and Kohinoor Tea.
Mr. Abdul Latif Manager Production - Steel Melt Shop
Mr. Abdul Latif has done his BE in Metallurgy. Mr. Latif is associated with AMSL since 2010 and
has overall working experience of 11 years. Mr. Latif is a proud SAP power user.
Mr. Syed Hammad Ali Manager Maintenance
Mr. Syed Hammad Ali has done his BE in Mechanical and M.E in manufacturing. Mr. Hammad
is associated with AMSL Since 2012 and has overall working experience of 14 years in different
industry sectors.
7.6

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

Prospectus Amreli Steels Limited


7.7

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

REMUNERATION OF THE DIRECTORS


Pursuant to the Article 82 of the Article of Association of the Company the remuneration of a
Director for performing extra services including holding of the office of Chairman and
remuneration to be paid to any Director for attending the meetings of the Directors or a
committee of Directors shall from time to time be determined by the Board of Directors in
accordance with the law.

7.9

BENEFITS TO PROMOTERS AND OFFICERS


No amount of benefits has been paid or given during the last year or is intended to be paid or
given to any promoter or to any officer of the Company other than as remuneration for
services rendered as whole-time executive of the Company.

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

INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY


None of the Directors of the Company had or has any interest in any property acquired by the
Company or proposed to be acquired by the Company.

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

Prospectus Amreli Steels Limited


7.13

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

HUMAN RESOURCE AND REMUNERATION COMMITTEE


The Company has formed a Human Resources and Remuneration Committee comprising of
the following members:
Shayan Akberali
Fazal Ahmed
Khamis Abbas
Farid Ahmed

7.16

BORROWING POWERS OF DIRECTORS


Subject to the provision contained in the Article of Association of the Company, the Directors
may exercise all the power of the Company to borrow money and to mortgage or charge its
undertaking and property or any part thereof and to issue securities and debentures whether
outright or as securities for any debt, liability or obligation of the Company or of any third
party.

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

Prospectus Amreli Steels Limited


7.19

INVESTMENT IN ASSOCIATED COMPANIES


The Company has not sponsored nor acquired any associated Company nor has any resolution
been passed for sponsoring or acquiring any associated Company under Section 208 of the
Ordinance.

7.20

REVALUATION OF FIXED ASSETS


The Company performed revaluation of fixed assets on June 30, 2012 through independent
valuation of Anjum Adil Associates and MYK Associates (Private) Limited. As of March 31, 2015
the revaluation of fixed assets, net of deferred tax amounted to PKR 1,888,377,905/- with the
revalued amounts for the fixed assets, given below:

Asset Category: Building


Revaluer
Address of Revaluer

MYK Associates Private Limited


MYK House, 52-A, Block 'B' Street No.5, Sindhi Muslim
Cooperative Housing Society, Karachi.
Date of Revaluation
Apr-2012
Locations
A-18 S.I.T.E Karachi
Amount as per Valuation Report
49,121,071
Amount as per Audited Accounts*
104,256,000
* Difference is due to addition in assets post valuation
Asset Category: Building
Revaluer
Anjum Adil & Associates
Address of Revaluer
A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
Date of Revaluation
Nov 2011
Locations
D-89 Shershah Road, Karachi
Amount as per Valuation Report
110,000,550
Amount as per Audited Accounts*
94,597,388
*Represent WDV value as on March 31, 2015
Asset Category: Building
Revaluer
Address of Revaluer

MYK Associates Private Limited


MYK House, 52-A, Block 'B' Street No.5, Sindhi Muslim
Cooperative Housing Society, Karachi.
Date of Revaluation
April 2012
Locations
F-295 S.I.T.E Area Karachi
Amount as per Valuation Report
1,775,205
Amount as per Audited Accounts*
1,330,072
Represent WDV value as on March 31, 2015
Asset Category: Building
Revaluer
Address of Revaluer
Date of Revaluation
Locations

Anjum Adil & Associates


A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
April 2012
Industrial land, at Deh Gharo, Tapo
Gharo, Taluka Mirpur Sakro, District Thatta, Sindh
Amount as per Valuation Report
1,159,196,000
Amount as per Audited Accounts*
899,023,631
*Represent WDV value as on March 31, 2015

79

Prospectus Amreli Steels Limited

Asset Category: Plant & Machinery


Revaluer
Anjum Adil & Associates
Address of Revaluer
A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
Date of Revaluation
Nov 2011
Locations
D-89 Shershah Road, Karachi
Amount as per Valuation Report
2,311,105,000
Amount as per Audited Accounts*
2,388,470,268
* Difference is due to addition in assets post valuation
Asset Category: Vezzani Shear
Revaluer
Address of Revaluer
Date of Revaluation
Locations

Anjum Adil & Associates


A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
18-Apr-2012
Industrial land, at Deh Gharo, Tapo
Gharo, Taluka Mirpur Sakro, District Thatta, Sindh.
Amount as per Valuation Report
528,240,000
Amount as per Audited Accounts*
337,592,000
*Represent WDV value as on March 31, 2015
Asset Category: Plant & Machinery
Revaluer
Address of Revaluer
Date of Revaluation
Locations

Anjum Adil & Associates


A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
April 2012
Industrial land, at Deh Gharo, Tapo
Gharo, Taluka Mirpur Sakro, District Thatta, Sindh
Amount as per Valuation Report
2,920,461,000
2,812,532,523
Amount as per Audited Accounts*
*Represent WDV value as on March 31, 2015
Asset Category: Land
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Amount as per Valuation Report
Amount as per Audited Accounts

MYK Associates Private Limited


MYK House, 52-A, Block 'B' Street No.5, Sindhi Muslim
Cooperative Housing Society, Karachi.
Apr-2012
A-18 S.I.T.E Karachi
168,075,000
168,075,000

Asset Category: Land


Revaluer
Address of Revaluer
Date of Revaluation
Locations
Amount as per Valuation Report
Amount as per Audited Accounts

Anjum Adil & Associates


A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600
Nov 2011
D-89 Shershah Road, Karachi
182,661,600
182,661,600

80

Prospectus Amreli Steels Limited


Asset Category: Land
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Amount as per Valuation Report
Amount as per Audited Accounts
Asset Category: Land
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Amount as per Valuation Report
Amount as per Audited Accounts
Asset Category: Land
Revaluer
Address of Revaluer
Date of Revaluation
Locations
Amount as per Valuation Report
Amount as per Audited Accounts
7.21

MYK Associates Private Limited


MYK House, 52-A, Block 'B' Street No.5, Sindhi Muslim
Cooperative Housing Society, Karachi.
April 2012
F-295 S.I.T.E Area Karachi
30,000,000
30,000,000

MYK Associates Private Limited


MYK House, 52-A, Block 'B' Street No.5, Sindhi Muslim
Cooperative Housing Society, Karachi.
17-Apr-2012
J-14 Sindh Industrial Trading Estate
Phase ll, Super Highway, Karachi.
6,500,000
6,500,000

Anjum Adil & Associates


A-1, Hilton, G-13, Block-9, Clifton, Karachi-75600.
April 2012
Industrial land at Deh Gharo, Tapo
Gharo, Taluka Mirpur Sakro, District Thatta, Sindh
325,000,000
325,000,000

CAPITALIZATION OF RESERVES
There has been no capitalization of reserves since the incorporation of AMSL.

81

Prospectus Amreli Steels Limited


PART 8
8

MISCELLANEOUS INFORMATION

8.1

REGISTERED OFFICE / CORPORATE OFFICE


Amreli Steels Limited
Plot No. A-18
S.I.T.E, Karachi

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

BANKER TO THE ISSUE FOR BOOK BUILDING


Bank Alfalah Limited

8.4

BANKERS TO THE ISSUE


1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

8.5

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

BID COLLECTION CENTERS


Karachi
Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:

Ms. Eliya Hamid Syed


+92-21-3536-0533
+92-21-111-253-111 Ext. 694
+92-21-3537-4291, +92-21-3537-3211
eliya.hamid@akdsecurities.net
AKD Securities Limited
6th Floor, Continental Trade Centre
Block 8, Clifton, Karachi

82

Prospectus Amreli Steels Limited


Contact:
Direct No.:
PABX No.:
Fax No.:
Email:
Postal Address:

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:

Mr. Imran Karim


+92-21-32426652
+92-42-111-253-111
+92(21) 32426429
imran.karim@akdsecurities.net
AKD Securities Limited
529, 533-534,5th Floor Stock Exchange
Stock Exchange Road, Karachi

Mr. Ehsan Ahmad Qureshi


+92-42-36280742-4
+92-42-111-253-111
+92-334-411-1253
+92-42-3628-0745
ehsan.ahmad@akdtrade.com
AKD Trade
Room No. 512/513, 5th Floor
Lahore Stock Exchange Building, Lahore

Mr. Khalid Hussain


+92-51-2894325
+92-332-212-5525, +92-333-532-6580
+92-51-289-4321
+92-51-289-4323
malik.khalid@akdtrade.com
AKD Trade
303, 3rd Floor, ISE Tower
Jinnah Avenue, Blue Area, Islamabad

Mr. Saqib Sajjad


+92-91-526-0073
+92-91-528-7051-7, Ext.125
+92-91-528-7058
saqibmubeen@bankalfalah.com
Bank Alfalah Limited
Peshawar Main Branch
6-B, Islamia Road, Peshawar Cantt

Mr. Saghir Ahmed


+92-81-282-8210
+92-81-111-777-786, Ext. 122
saghir.ahmed@bankalfalah.com
Bank Alfalah Limited
Quetta Main Branch
Property No. 2-13/4, M.A. Jinnah Road
Quetta

83

Prospectus Amreli Steels Limited


8.6

BANKERS TO THE COMPANY


1. Al Baraka Bank Pakistan Limited
2. Askari Bank Limited
3. Bank Alfalah Limited
4. Bank Islami Pakistan Limited
5. Bank of Khyber
6. Bank of Punjab
7. Burj Bank Limited
8. Dubai Islamic Bank Pakistan Limited
9. Faysal Bank Limited
10. Habib Bank Limited
11. Habibsons Bank Limited
12. MCB Bank Limited
13. Meezan Bank Limited
14. NIB Bank Limited
15. Soneri Bank Limited
16. Standard Chartered Bank Pakistan Limited
17. United Bank Limited

8.7

AUDITORS OF THE COMPANY


Ernst & Young Ford Rhodes Sidat Hyder
601, Progressive Plaza
Beaumont Road
75530 Karachi
Phone: +92-21-3565-0007
Fax: +92-21-3568-1965
Email: eyfrsh.khi@pk.ey.com
Website: www.ey.com

8.8

LEGAL ADVISOR OF THE COMPANY & THE ISSUE


Mohsin Tayebaly & Co. | Corporate Legal Consultants | Barristers & Advocates.
1st Floor, Dime Centre, BC-4
Block-9, KDA Scheme-5, Clifton, Karachi
PABX: +92-21-111-682-529
Fax: +92-21-35870240

8.9

JOINT LEAD MANAGERS & ARRANGERS


AKD Securities Limited
602, 6th Floor, Continental Trade Centre
Block 8, Clifton, Karachi
PABX: +92-21-111-253-111 Ext: 694
Fax: 92-21-3537-4291
Email: eliya.hamid@akdsecurities.net
Bank Alfalah Limited
Bank Alfalah Building
I.I. Chundrigar Road, Karachi
PABX: +92-21-111-225-111
Fax: +92-21-3242-3617
Email: m.zeeshan@bankalfalah.com

84

Prospectus Amreli Steels Limited


8.10

BOOK RUNNER TO THE ISSUE


AKD Securities Limited
602, 6th Floor, Continental Trade Centre
Block 8, Clifton, Karachi
PABX: +92-21-111-253-111 Ext: 694
Fax: 92-21-3537-4291
Email: eliya.hamid@akdsecurities.net

8.11

COMPUTER BALLOTER & SHARES REGISTRAR


THK Associates (Pvt.) Ltd
Head office Karachi
2nd Floor, State Life Building-3
Dr. Ziauddin Ahmed Road, Karachi 75530, Pakistan
PABX: +92 (21) 111-000-322
Fax: +92 (21)35655595
Email: secretariat@thk.com.pk

8.12

UNDERWRITING AGREEMENTS
S.No

Underwriters

Date of
Agreement

No. of Shares

Total
8.13

DUE DILIGENCE REPORTS


S.No

8.14

Underwriters

Date of Agreement

MATERIAL CONTRACTS & DOCUMENTS

8.14.1 Details of Short-term Financing Facility

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)

Funded Facilities - Short Term


Mark up
Limit
Commission

Date of
Agreement

Expiry /
Review Date

PKR 500 Million

3M Kibor + 1.25%

27-Jun-14

31-Aug-15

PKR 500 Million

6M Kibor + 1.25%

1-Nov-14

31-Oct-15

PKR 500 Million

Relevant K + 1.25%

7-July-15

One year
revolving line

85

Prospectus Amreli Steels Limited

United Bank Ltd.

Meezan Bank Ltd.

MCB Bank Ltd.

Askari Bank Ltd.

Habib Bank Ltd.

NIB Bank Ltd.

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)

PKR 475 Million

1M Kibor + 1.25%

PKR 350 Million

9-Sept-14

9-Sept-15

Relevant K + 1.25%

19-Jan-15

One year
revolving line

PKR 200 Million

3M Kibor + 1.25%

30-Jun-15

31-Aug-15

PKR 200 Million

3MK + 1.25%

28-Feb-14

28-Feb-17

PKR 400 Million


PKR 200 Million
PKR 100 Million

1MK + 1.50%
1MK + 1.50%
1MK + 1.50%

11-Jan-15
1-Mar-15
6-Jan-15

One year
revolving line

PKR 500 Million

3M Kibor + 1.50%

03-Feb-15

31-Mar-16

Dubai Islamic Bank


Pakistan Ltd.

Master Murabaha
Agreement (LC-Sight)

PKR 400 Million

Relevant K + 1.70%

20-Nov-12

20-Nov-15

Bank Islami
Pakistan Limited

Main Murhaba facility


agreement(LC-Sight)

PKR 250 Million

Relevant K + 1.75%

20-Jan-15

31-Dec-15

Funded Facilities - Long Term


Mark up
Limit
Commission
PKR 1,540 Million
6M Kibor + 1.50%

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*

8.14.2 Details of Long-term Financing Facility

Bank

Facility

United Bank Ltd


Term Loan
Habibsons Bank
Term Loan
USD 20 Million
Ltd UK
Dubai Islamic
Term Loan
PKR 400 Million
Bank Pakistan Ltd
MCB Bank Ltd
Demand Finance
PKR 200 Million
Pak Oman
Investment Co.
Term Finance
PKR 200 Million
Ltd.
Burj Bank Ltd
Musharakah Agreement
PKR 200 Million
Soneri Bank Ltd
Loan Agreement
PKR 200 Million
Faysal Bank Ltd
Sukkuk
PKR 880 Million
Habib Bank Ltd
Term Finance
PKR 500 Million
*Five year loan from date of disbursement.

86

Prospectus Amreli Steels Limited


8.14.3 Details of Non-Funded Facilities
Non Funded Facilities
Bank

Habib Bank Ltd

Bank Islami
Pakistan Limited
8.15

Letter of Credit Sight

PKR 100 Million

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.

PKR 34.71 Million

As per SOC

Facility

Letter of Guarantee

Limit

Expiry /
Review Date

16-Feb-15

30-Nov-15

05-May-15

31-Dec-15

COMPANY RELATED AGREEMENTS


Nature of the Agreement

Contract for supply of Liquid Oxygen at Dhabeji


Contract for Sanction of Load of 19.8 MW at 132 KV
voltage level for Steel Melt Shop located at Dhabeji
Contract for extension of loan from 19.8 MW to 28 MW
Contract for loading & unloading of Steel Scrap at Steel
Melt Shop located at Dhabeji
Agreement for design and implementation of SAP project
Contract for project design and engineering for the new
rolling mill at Dhabeji
Supply of Rolling Mill Machinery
8.16

Date
sanctioned

Party to the Agreement

Date

Linde Pakistan formerly


BOC Pakistan Limited

August 06, 2010

K-Electric formerly KESC

December 04, 2008

K-Electric formerly KESC


M.Y. Khan Civil &
Mechanical Contractors
Abacus Consulting
Technology (Pvt.)
Limited
Korus Engineering
Solutions (Pvt.) Limited
Primetals Technologies
Italy S.r.l.

August 26, 2011


October 01, 2014
December 05, 2014
September 23, 2014
July 27, 2015

INSPECTION OF DOCUMENTS AND CONTRACTS


Copies of the Memorandum and Articles of Association, the audited financial statements, the
Auditors Certificates, Information Memorandum and copies of agreements referred to in this
Prospectus may be inspected during usual business hours on any working day at the
registered office of the Company from the date of publication of this Prospectus until the
closing of the subscription list.

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

Prospectus Amreli Steels Limited


the defendants from charging cess over and above PKR 13.00/- per MMBTU from the
Company.
The matter is pending for hearing of the applications.
SUIT NO. 1499 OF 2014
Siddiqsons Limited and Others VS Federation of Pakistan and Others
This is a suit filed by the Company being a natural gas consumer before the High Court of
Sindh as plaintiff no. 19 challenging the levy of cess imposed under Gas Infrastructure
Development Cess Act, 2011 and subsequent amendments made therein to enhance the rates
through Finance Act 2012 and Finance Act 2014, seeking refund of amounts and rendition of
accounts besides declaration and injunction. The Court has granted interim relief restraining
the defendants from charging cess over and above PKR 13.00/- per MMBTU from the
Company.
The matter is pending for hearing of the applications.
SUIT NO. 971 OF 2012
Standard Board (Pvt.) Limited and Others VS Federation of Pakistan and Others
This is a suit filed by the Company being a natural gas consumer before the High Court of
Sindh as plaintiff no.3 challenging the levy of cess imposed under Gas Infrastructure
Development Cess Act, 2011 and the revision of rates of cess through Finance Act 2012,
seeking refund of amounts and rendition of accounts besides declaration and injunction. The
Court has granted interim relief restraining the defendants from charging cess over and above
PKR 13.00/- per MMBTU from the Company.
The matter is pending for arguments after hearing of the applications.
REFERENCE NO. 14 OF 2012
State VS Sameen Asghar and Others
This is a reference filed at Accountability Court No. 1V by NAB alleging Pakistan Steel Mill of
extending unlawfully a free credit facility for 90 days to all its dealers and buyers across
Pakistan in 2008- 2009 (on Deferred LC) and alleging Amreli Steels Limited along with other
buyers to have taken undue advantage of the free credit facility. On an application moved by
AMSL, the Honourable High Court Sindh directed vide its orders dated April 19, 2010 to
deposit PKR 12.750 Million with Pakistan Steel Mill as security amount, with further directions
to Pakistan Steel Mill to invest the amount in profit bearing Government Securities pending
disposal of the suit/reference.
The matter is pending for hearing of the applications since the last 5 years.
REFERENCE NO. 22 OF 2012
State VS Moin Aftab Shaikh and Others
This is a reference filed at Accountability Court No. 1V by NAB alleging the Price Fixation
Committee of Pakistan Steel Mill of reducing its products prices unauthorisedly and
unlawfully, and alleging scores of consumers and dealers of Pakistan Steel Mills across
Pakistan to have taken undue advantage of the reduced price.
The matter is pending for hearing of the applications since the last 5 years.

88

Prospectus Amreli Steels Limited

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

FINANCIAL YEAR OF THE COMPANY


The financial year of the Company commences on 1st July and ends on 30th June each year.

89

Prospectus Amreli Steels Limited


PART 9
9
9.1

APPLICATION AND ALLOTMENT INSTRUCTIONS


Eligible investors include:
a.
b.
c.

d.
e.

9.2
9.2.1

Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities


including Pakistani nationality;
Foreign Nationals whether living in or outside Pakistan
Companies, bodies corporate or other legal entities incorporated or established in or
outside Pakistan (to the extent permitted by their constitutive documents and existing
regulations, as the case may be);
Mutual Funds, Provident / Pension / Gratuity Funds / Trusts, (subject to the terms of
the Trust Deed and existing regulations); and
Branches in Pakistan of companies and bodies corporate incorporated outside
Pakistan.

APPLICATION MUST BE MADE ON THE COMPANYS PRINTED FORM


Copies of this Prospectus and applications forms can be obtained from members of KSE, the
Bankers to the Issue and their Branches, the Joint Lead Managers, Arrangers & the Book
Runner, and the registered office of the Company. The Prospectus and the Application Form
can also be downloaded from the following websites:
www.bankalfalah.com, www.akdsecurities.net, www.amrelisteels.com
The applicants opting for scrip-less form of shares are required to complete the relevant
sections of the application. In accordance with the provisions of the Central Depositories Act,
1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the applicants own
CDC account. In case of discrepancy between the information provided in the application form
and the information already held by CDS, the Company reserves the right to issue shares in
physical form.

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

APPLICATIONS MADE BY INDIVIDUAL INVESTORS


(i) In case of Individual Investors, an attested photocopy of CNIC (in case of Resident
Pakistanis) / NICOP or Passport (in case of Non-Resident Pakistanis) as the case may be,
should be enclosed and the number of CNIC / NICOP / Passport should be written against
the name of the applicant. Copy of these documents can be attested by any Federal /
Provincial Government Gazette Officer, Councilor, Oath Commissioner or Head Master of
High School or bank manager in the country of applicant's residence.
(ii) Original CNIC / NICOP / Passport, along with one attested photocopy, must be produced
for verification to the Banker to the Issue and the applicants banker (if different from the

90

Prospectus Amreli Steels Limited


Banker to the Issue) at the time of presenting the application. The attested photocopy
will, after verification, be retained by the bank branch along with the application.
9.4

APPLICATIONS MADE BY INSTITUTIONAL INVESTORS


(i) Applications made by companies, corporate bodies, mutual funds, provident / pension /
gratuity funds / trusts and other legal entities must be accompanied by an attested
photocopy of their Memorandum and Articles of Association or equivalent instrument /
document. Where applications are made by virtue of Power of Attorney, the same should
also be submitted along with the application. Any Federal / Provincial Government
Gazette Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High
School or bank manager in the country of applicant's residence can attest copies of such
documents.
(ii) Attested photocopies of the documents mentioned in 9.4(i) must be produced for
verification to the Banker to the Issue and the applicant's banker (if different from the
Banker to the Issue) at the time of presenting the application. The attested copies, will
after verification, be retained by the bank branch along with the application.

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

Applications are not to be made by minors and / or persons of unsound mind.

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

Prospectus Amreli Steels Limited


9.13

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

ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

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

Prospectus Amreli Steels Limited


9.19

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

BANKERS TO THE ISSUE


Code No.
01
02
03
04
05
06
07
08
09
10
11
12
13

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

Prospectus Amreli Steels Limited


PART 10
10

REGISTRATION FORM & BIDDING FORMS OF AMRELI STEELS LIMITED

94

Prospectus Amreli Steels Limited

95

Prospectus Amreli Steels Limited

96

Prospectus Amreli Steels Limited

97

Prospectus Amreli Steels Limited

98

Prospectus Amreli Steels Limited

99

Prospectus Amreli Steels Limited

100

Prospectus Amreli Steels Limited


PART 11
11

SIGNATORIES TO THE PROSPECTUS

Abbas Akberali

-Sd-

Badar Kazmi

-Sd-

Zafar Ahmed Taji

-Sd-

Mirza Qamar Beg

-Sd-

Shayan Akberali

-Sd-

Kinza Shayan

-Sd-

Mariam Akberali

-Sd-

Signed by the above in the presence of witnesses:


-Sd______________________________
Name: Taha Umer
CNIC: 42201-2415927-1
Address: Karachi, Pakistan
Date: June 15, 2015

-Sd______________________________
Name: M. Salman
CNIC: 42101-6249553-3
Address: Karachi, Pakistan
Date: June 15, 2015

101

Prospectus Amreli Steels Limited


PART 12
12

MEMORANDUM OF ASSOCIATION

102

Prospectus Amreli Steels Limited

103

Prospectus Amreli Steels Limited

104

Prospectus Amreli Steels Limited

105

Prospectus Amreli Steels Limited

106

Prospectus Amreli Steels Limited

107

Prospectus Amreli Steels Limited


PART 13
13

APPLICATION FORM

108

Prospectus Amreli Steels Limited

109

Das könnte Ihnen auch gefallen