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Habib Bank Limited’s public announcement of intention for the proposed acquisition of up to 87.91% of voting shares or Control of ICI Pakistan Limited by Fajr Capital Limited and ICORP(Private) Limited

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Karachi, June 11, 2012 (PPI-OT): Our clients Fajr Capital Limited (“Fajr”) and ICORP (Private) Limited (“ICORP”) (Fajr and ICORP together being referred to as the “Companies”) intend to acquire shares of ICI Pakistan Limited (the “Target”) under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Ordinance, 2002 and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2008 (collectively referred to as “Statute”).

As required by the Statute, please find enclosed copy of the Public Announcement of Intention to be issued by the companies two working days from the date of this letter. A copy has also been dispatched to the relevant stock exchange (s) and to the Target.

Please note that at the present it is intended that 87.9% of the Shares of the Target will be acquired pursuant to an Agreement to be negotiated and entered into among the relevant parties, in the event of success. However, this number/percentage may change at the time of Public Announcement of Offer.

Kindly note, that Habib Bank Limited (HBL) has been appointed as Manager to the Offer as required by the Statute.

Sidra Taj
Investment Banking
D: 021-3246 7276
M: 0345 2194101
F: 021-3246 7345
E: sidra.taj@hbl.com

Public Announcement of Intention to Acquire upto 87.91% of Voting Shares or Control of ICI Pakistan Limited by Fajr Capital Limited and ICORP (Private) Limited under the Listed Companies (Substantial Acquisition of Voting Shares and Take-overs) Ordinance, 2002.

(1) Information about the Acquirer

(a) Names and Addresses of Acquirers;

Fajr Capital Limited (Incorporated under the laws of the Dubai International Financial Centre)
Office 306, Level 3, Gate Village 5
Dubai International Financial Centre
PO Box 506738, Dubai
United Arab Emirates

ICORP (Private) Limited (Incorporated under the laws of Pakistan by certain employees of ICI Pakistan Limited)
Ground Floor, State Life Building 1A,
I.I. Chundrigar Road
Karachi
Pakistan

(b) Names of Persons Acting in Concert with the Acquirer, if any;

Fair Capital Limited and ICORP (Private) Limited are acting in concert.

(c) Addresses of Persons Acting in Concert with the Acquirers, if any:

Same as above

(d) Name and Address of Financial Advisor (s) of the Acquirers:

HSBC Bank Middle East Limited
2nd Floor, Building Number 5, Emaar Square
P.O. Box 502601, Dubai
Limited Arab Emirates

Attention Faaiz Hasan, Managing Director, Advisory

(e) Name and Address of Manager to the Offer of the Acquirers:

Habib Bank Limited
1st Floor, HBL Plaza
I.I. Chundrigar Road
Karachi, Pakistan

Attention: Sidra Taj, Investment Banking, Habib Bank Limited
Fax: 021-3246 7345

(f) Names of Chief Executive, Directors and Major Shareholders of the Acquirers:

(i) Fajr Capital Limited

Chief Executive: Iqbal Ahmad Khan

Directors:
Adib AlZamil (Chairman)
Abdulaziz Alsubeaei
Nasser Alsubeaei
Khalid Al-Sweilem
Mohd Izani Ghani
Iqbal Khan, CEO
Atilla Kurama
Junaidi Masri
Chris Masterson
Mike Powell

Major Shareholders:

Abu Dhabi: Investment Council Alsubeaei Group Government of Brunei Darussalam HSBC Investment Bank Khazanah National Lembaga Tabung Haji

(ii) ICORP (Private) Limited

Chief Executive: Mr. Asif Malik

Directors:

(i) Suhail A. Khan; (ii) M. Asif Mailk; (iii) Syed Raza Mehdi Zaidi; and (iv) Mr. Rashid Kamal.

Major Shareholders:

(i) Suhail A. Khan; (ii) M. Asif Malik; (iii) Nasir Jamal; (iv) Iqbal Haider; (v) Faisal Akhtar; (vi) Syed Raza Mehdi Zaidi; and (vii) Mr. Rashid Kamal. The shareholders are the current employees (including senior management) of ICI Pakistan Limited and own 100% of ICORP (Private) Limited.

The shareholders of ICORP (Private) Limited will be increased following the issuance of this. Public Announcement, as various employees who are desirous of participating in the employee buy-out of ICI Pakistan Limited through ICORP (Private) Limited will become shareholders of ICORP (Private) Limited.

(2) Information about the Target Company

Name: ICI Pakistan Limited

Directors: M J Jaffer, Waqar A Malik, Feroz Rizvi, Mueen Afzal, M Nawaz Tiwana, Ali A Aga, Derek W Welch, Bart Kaster

Major Shareholder: ICI Omicron, B.V. a subsidiary of Akzo Nobel N.V

Total Number of Issued Shares of the Target Company: 92,359,050 (as shall be the case consequent to the demerger of the paints business of ICI Pakistan Limited)

(3) Number of Shares already Held by the Acquirers

The Acquirers do not directly hold any shareholding in ICI Pakistan Limited. However, the following shareholders of ICORP (Private) Limited have shareholding in ICI Pakistan Limited:

(i) Iqbal Haider holds 1,381 ordinary shares of ICI Pakistan Limited;

(ii) Rashid Kamal holds 176 ordinary shares of ICI Pakistan Limited; and

(iii) Syed Raza Mehdi Zaidi holds 257 ordinary shares of ICI Pakistan Limited.

(4) Number of Shares along with the Percentage Intended to be Acquired by the Acquired through Public Offer or Agreement

Up to 87.91% of the Ordinary Shares of the Company (representing approximately 81,189,255 Ordinary Shares of the Company)

Mr. Asad Zafar
Managing Director
Fajr Capital Limited
Mr. Asif Malik
Chief Executive
Icorp (Private) Limited

For more information, Contact:
Habib Bank Limited
Corporate Secretariat,
12th Floor, HBL Plaza,
I. I. Chundrigar Road Karachi.
P: 021-2440991
F: 021-2415623
Web: www.hbl.com

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