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The Karachi Stock Exchange (Guarantee) Limited’s listing of privately placed term finance certificates (PPTFCs) of Rs. 2 billion of Pakistan mobile communications limited under the regulations governing over the-counter (OTC) market

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Karachi, June 29, 2012 (PPI-OT): The Karachi Stock Exchange is pleased to notify the listing of Privately Placed Term Finance Certificates (PPTFCs) of Rs. 2 billion of Pakistan Mobile Communications Limited under the Regulations Governing Over-The-Counter (OTC) Market of the Exchange.

The PPTFCs, are being listed under Regulation No. 3 (II) and Schedule III of the Regulations relating to listing of Debt Market Securities issued to Qualified Institutional Buyers (QIBs) through Private Placement.

The said PPTFCs will be listed on the Exchange w.e.f. Wednesday July 04, 2012 and trading in the PPTFCs will commence one day after the date of formal listing i.e. from Thursday, July 05, 2012 as required under Clause No. 4 (iv) of Schedule III of the Regulations.

The trading in the PPTFCs will take place between the members outside the system and shall be reported to the Exchange via Negotiated Deal Market (NDM) and settlement of trade will take place on counter party basis. Efforts are underway to trade PPTFCs through Bond Automated Trading System (BATS) on the “Request For Quotes” (RFQ) instead of Negotiated Deal Market segment a separate notice in this regard will be issued in due course.

The eligible invastors, who qualify the criteria of Qualified Institutional Buyers (QIBs) as defined under Regulation No. 2 (n) of the Regulations Governing Over-The-Counter (OTC) Market, are allowed to trade in the PPTFCs of the Company.

The Market Lot will be one certificate of face value of Rs. 100,000/- each and the minimum amount per transaction by a single QIB shall not be less than Rs. 1,00,000/-

The National Clearing Company of Pakistan Limited vide its latter No. NCCPL/CS/146/12 dated June 27, 2012 has assigned the Security Symbol / Company Code “PMTFC7″ to the PPTFCs of the Company.

JS Global Capital Limited has been appointed as the Market Makes of the Issue, who will quote bid / offer spread for the PPTFCs on daily basis and would intimate the KSE of any trade in the instrument, which would be available through website of the Exchange under the “Market Information” Menu item as “OTC” Scrip.

THK Associates (Pvt.) Limited has been appointed as the Registrar.

A brief about the Privately Placed Term Finance Certificates / Term Sheet of the Issue is attached for information.

Terms and Conditions for Rated, Privately Placed and Secured Term Finance Certificate Issue of PKR 2,000 Million by Pakistan Mobile Communication Limited

Issuer:

Pakistan Mobile Communication Limited (“PMCL” or “Mobilink” or the “Company”);

Instrument/ Issuer/ Transaction:

Rated, Privately Placed and Secured Term Finance Certificates (“TFCs”) issued as instrument of redemption capital under Section 120 of the Companies Ordinance, 1984 and the regulation governing Over the Counter (OTC) Market under Schedule III (Listing of Debt market Securities Issued to Qualified Institutional Buyers (QIBs) through Private Placement);

Purpose:

To finance the on-going capex requirements of the Company;

Advisor and Arranger:

JS Bank Limited (“JSBL”), KASB Bank Limited (“KASB”) and Silk Bank Limited (“SBL”) (hereinafter referred to as “Joint Lead Advisor and Arrangers” or “JLA”);

Issuer Amount:

PKR 2,000 Million

Tenor:

Up to 4 Years (48 months) from the date of Issue,

Issue Date:

April 18, 2012

Face Value Per Scrip:

PKR 100,000/- (Pak Rupees One Hundred Thousand Only)

Eligible Investors:

Qualified institutional Buyers (QIBs) as defined in regulations governing Over the Counter (OTC) Market under Schedule III (Listing of Debt market Securities Issued to Qualified Institutional Buyers (QIBs) through Private Placement) which includes, but not limited to the following:

1. Any of the following entity:

a. A Banking company as defined in the Banking Companies Ordinance, 1962.

b. A financial Institution as referred to in Section 3A of the Banking Companies Ordinance, 1962.

c. An investment Company as defined in the Non-Banking Companies (Establishment and Regulation) Rules, 2003.

d. A Company as referred to in Section 503 of the Companies Ordinance, 1984.

e. A Company registered with the Commission as broker under the Brokers and Agent Registration Rules, 2001

f. A Fund established under the Collective Investment Scheme under the Non-Banking Companies (Establishment and Regulation) Rules, 2003.

g. A Trust established by a deed under the provisions of the Trust Act, 1882.

h. An Employees’ Provident Fund governed by the Employees’ Provident (Investment in Listed Securities) Rules, 1996.

i. A Pension Fund as defined in the Voluntary Pension System Rules, 2005.

2. Any corporate established by Federal Government, Provincial Government and/ or Local approval of the Commission.

Corporate Type and Frequency:
Profit is payable quarterly in arrears calculated on a 365 day year basis on the outstanding principal amount. The first such profit payment will fall due three (3) months from the Issue Date and subsequently every three (3) months thereafter;

Mark-up Rate:
Floating rate of return at Base Rate + 2.65% p.a.;

The Base Rate is defined as the three month Karachi Inter-Bank Offered Rate (“KIBOR”) prevailing on the Base Rate setting date. The Base Rate will be set for the first coupon on the last working day prior to the disbursement date and subsequently on the immediately preceding day before the start of each quarterly period.

Principal Repayment:
Starting from the 3rd month of the issue date; 10%, 20%, 30% and 40%, of the principal in 1st, 2nd, 3rd, 4th, year respectively;

Security:
Facility is secured by:
First pari passu floating charge over all present and future movable fixed assets of PMCL (including but not limited to equipment purchased/ to be purchased through financing raised under the proposed issue) excluding land, building and vehicles with a margin of 25%.

First pari passu floating charge over all present or future receivables including cash balances in the account of PMCL minus certain specific charges.

Security structure is fully disclosed in the Transaction Documents.

Call Option:
Exercisable in full at any time after two years of the issue date on a coupon payment date, subject to a 30-day notice at a premium of 1.00% on the outstanding face value;

Entity Rating:
AA- (Single A Plus) by PACRA;

Instrument Rating:
AA- (Single A Plus) by PACRA;

Listing:
Karachi Stock Exchange (Guarantee) Limited (“KSE”)

Trustee:
JS Bank Limited

Market Maker:
JS Global Capital Limited

Registrar:
THK Associates (Pvt.) Limited

TFC Form:
TFCs shall only be inducted into CDC and transfer shall be in accordance with the Central Depositories Act, 1997 and other applicable CDC regulations;

Governing Law:
The instrument shall be subject to the laws of Islamic Republic of Pakistan and non-exclusive jurisdiction of the Pakistan Courts.

For more information, contact:
Karachi Stock Exchange
Tel: (92-21) 111-001122
Fax: (92-21) 3241 0825, (92-21) 3241 5136
Email: info@kse.com.pk
Web: www.kse.com.pk

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