Habib Metro Modaraba Prospectus English
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ADVICE FOR INVESTORS INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.9 BEFORE MAKING ANY INVESTMENT DECISION. SUBMISSION OF FALSE AND FICTICIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015 (THE SECURITIES ACT) HABIB METRO MODARABA PROSPECTUS (An Islamic Financial Institution) Habib Metro Modaraba MANAGED BY: HABIB METROPOLITAN MODARABA MANAGEMEN T COMPANY (PRIVATE) LIMITED This Public Issue consists of 9,000,000 Modaraba Certificates (30% of the Total Paid up Fund) of Rs. 10/- each at face value out of the Total Paid up Fund of 30,000,000 Modaraba Certificates As per regulation 3(11) of the PO Regulations read with regulation 5.2.2. of PSX’s Listing of Companies and Securities Regulations, the Draft Prospectus was placed on the websites of PSX, Habib Metro Modaraba and the Consultant to the Issue for seeking public comments for seven working days starting from July 20, 2017 to July 28, 2017. No comments were received from the general public during this period. THE SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF BANKING HOURS ON 19/09/2017 AND WILL CLOSE ON 20/09/ 2017 AT THE CLOSE OF BANKIN G HOURS CONSULTANT TO THE ISSUE IECnet Consulting (Private) Limited BANKERS TO THE PRESENT ISSUE Al Baraka Bank (Pakistan) Limited Bank AL Habib Limited Bank AlFalah Limited * Bank Islami Pakistan Limited Dubai Islamic Bank Pakistan Limited Habib Bank Limited Meezan Bank Limited MCB Bank Limited Allied Bank Limited United Bank Limited * Habib Metropolitan Bank Limited Summit Bank Limited* *In order to facilitate investors, United Bank Limited (“UBL”), Bank Alfalah Limited (“BAFL”) and Summit Bank (SMBL) are offering electronic submission of application (e-IPO) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank. BAFL account holders can use BAFL Net Banking to submit their applications via link https://ib.bankalfalah.com.pk. SMBL account holders can use SMBL Net Banking to submit their applicati on via link www.ib.summitbank.com.pk. Furthermore, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on 20-09-2017 The Central Depository Company of Pakistan (“CDC”) has developed a Centralized e -IPO System (“CES”) through which applications for subscription of securities offered through IPOs can be made electronically. CES has been made available in this IPO which can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC) , bank account with any of the commercial bank, email address, mobile phone number and CDS Account (Investor Account or sub Account) may register themselves with CES. Investors who do not have CDS account may visit www.cdcpakistan.com for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone Number: 0800 – 23275 (CDCPL) and e-mail: [email protected] For further details on CES, please refer para 2.8 of this prospectus. PUBLIC ISSUE UNDERWRITTEN BY Arif Habib Limited Ismail Iqbal Securities (Private) Limited SHARIA ADVISOR Mufti Abdul Sattar Laghari DATE OF PUBLICATION OF THIS PROSPECTUS: 09/09/2017 For Investor education, please visit www.jamapunji.pk . Jama Punji is an investor education initiative of the Securities & Exchange Commission of Pakistan. Prospectus and Subscription forms can be downloaded from the following links www.habibmetromodaraba.com and www.consulting.iecnet.com.pk For further queries, you may contact: Habib Metro Modaraba IECnet Consulting (Private) Limited Mr. Tehsin Abbas Mr. Adnan Thanwey Syed Kashif P - +92-21-111 -346-346 P - +92-21-111 -346-346 P - +92(0)21-34150812 E – [email protected] E – [email protected] E – [email protected] Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba UNDERTAKING BY THE CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER JULY 11, 2017 WE, MUHAMMAD SHOAIB IBRAHIM, THE CHIEF EXECUTIVE OFFICER AND TEHSIN ABBAS, THE CHIEF FINANCIAL OFFICER OF HABIB METRO MODARABA, CERTIFY THAT: (1) THE PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUERS AND THE ISSUE, WHICH IS MATERIAL IN THE CONTEXT OF THE ISSUE AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT; (2) THE INFORMATION CONTAINED IN THE PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF; (3) THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD; (4) THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THE PROSPECTUS AS A WHOLE OR ANY PART THEREOF MISLEADING; (5) ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE PO REGULATIONS AND PSX REGULATIONS FOR LISTING OF COMPANIES AND SECURITIES RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED; AND (6) NO CHARGES, FEE, EXPENSES, PAYMENTS ETC HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3 OF THE PROSPECTUS. For and on behalf of Issuers, Habib Metro Modaraba –Managed By Habib Metropolitan Modaraba Management Company (Private) Limited Sd/- Sd/- ___________________________________ ___________________________________ Muhammad Shoaib Ibrahim Tehsin Abbas Chief Executive Officer Chief Financial Officer Habib Metropolitan Modaraba Management Habib Metropolitan Modaraba Management Company (Private) Limited Company (Private) Limited 1 Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba SHARIA ADVISORS CERTIFICATE 2 Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba GLOSSARY OF TECHNICAL TERMS Board The Board of Directors of Modaraba Company CDA Central Depositories Act, 1997 CDC Central Depository Company of Pakistan Limited CES Centralized e-IPO System CDS Central Depository System CNIC Computerized National Identity Card Commission/ SECP Securities and Exchange Commission of Pakistan Companies Act Companies Act, 2017 CVT Capital Value Tax CRO Company Registration Office e-IPO Electronic IPO EPS Earnings per share FBR Federal Board of Revenue FED Federal Excise duty FHM First Habib Modaraba FPI Foreign Portfolio Investment GOP Government of Pakistan HBZ Habib Bank AG Zurich HMBL or Habib Metro Habib Metropolitan Bank Limited ICAP The Institute of Chartered Accountants of Pakistan ICMAP The Institute of Cost and Management Accountants of Pakistan IPO Initial Public Offering ITO Income Tax Ordinance, 2001 NBFI Non Banking Financial Institution NICOP National Identity card for Overseas Pakistani NOC No objection certificate 3 Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba PKR or Rs. Pakistan Rupees PSX / Exchange / Securities Exchange Pakistan Stock Exchange Limited SAFA South Asian Federation of Accountants SAARC South Asian Association of Regional Co-operation Securities Act Securities Act, 2015 SST Sindh Sales Tax SCRA Special Convertible Rupee Account TREC Trading Right Entitlement Certificate UIN Unique Identification Number WHT Withholding Tax 4 Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba DEFINITIONS Application Money The amount of money paid along with application for Subscription of certificates which is equivalent to the product of the Issue Price per certificate and the number of certificates applied for. Company Means the Modaraba Management Company Certificates or Modaraba Certificate Certificates of Habib Metro Modaraba having face value Rs. 10/- each unless otherwise specified in the context thereof. e-IPO e-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to facilitate the public during IPOs, SECP has introduced the concept of e-IPO. The following two systems are available for e-IPOs: (i) Centralized e-IPO System (CES): The Central Depository Company of Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered to the general public can be made electronically. CES has been made available in this IPO and can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above website. For making application though CES, investors must be registered with CES. Registration with CES is free of cost and a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, email address, mobile phone number and CDS Account (Investor account or sub account) may registered themselves with CES. Investors who do not have CDS account may visit www.cdcpakistan.com for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-mail: [email protected]. For More details on CES, Please refer to para 2.8 5 Habib Metro Modaraba PROSPECTUS Habib Metro Modaraba (ii)