ADVICE FOR INVESTORS ELIGIBLE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS BENEFICIALLY PLACED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID. INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS OFFER FOR SALE DOCUMENT (“OFSD”), ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.5 BEFORE MAKING ANY INVESTMENT DECISION A SINGLE INVESTORCANNOT SUBMIT MORE THAN ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF A BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION AND SUCH INVESTOR’S APPLICATION MONEY SHALL BE LIABLE TO CONFISCATION UNDER SECTION 18A OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969. ADDITIONALLY, MAKING OF CONSOLIDATED BIDDING APPLICATION IS ALSO PROHIBITED AND SHALL BE SUBJECT TO REJECTION. PLEASE NOTE THAT THIS IS AN OFSD FOR BOOK BUILDING AND DOES NOT CONTAIN A FLOOR PRICE FOR THE OFFER. FOR AVOIDENCE OF DOUBT THERE WILL BE NO SUBSEQUENT OFFER FOR SALE DOCUMENT AND THE FLOOR PRICE AFTER APPROVAL BY THE PC BOARD & CCoP WILL BE NOTIFIED THROUGH ANNOUCEMENT BY STOCK EXCHANGES AND/OR PLACED ON THEIR WEBSITES AND/OR ON THE WEBSITES OF ELIXIR SECURITIES PAKISTAN (PVT.) LTD, MCB BANK LTD AND AKD SECURITIES LTD. AFTER CLOSE OF MARKET HOURS ON DECEMBER 09, 2014 Allied Bank Limited Offer for Sale of Shares THE PRESENT OFFER CONSISTS OF 131,275,073 ORDINARY SHARES REPRESENTING 11.5% OF THE TOTAL PAID UP SHARE CAPITAL OF ALLIED BANK LIMITED AT A FLOOR PRICE WHICH SHALL BE AT A PREMIUM TO THE PAR VALUE OF PKR 10/- PER SHARE (THE “OFFER”) THE OFFER IS BEING MADE THROUGH THE BOOK BUILDING ONLY TO THE INSTITUTIONAL INVESTORS AND HIGH- NETWORTH INDIVIDUAL INVESTORS BIDDING PERIOD DATE: DECEMBER 10TH& 11TH, 2014 FROM 9:00 AM TO 5:00 PM* *PLEASE NOTE THAT BIDS CAN BE ENTERED INTO THE SYSTEM TILL 5:00 PM BUT CAN BE REVISED TILL 7:00 PM ON THE LAST DAY AND CAN ONLY BE WITHDRAWN TILL 5:00 PM THIS IS NOT A PROSPECTUS BY ALLIED BANK LIMITED (THE “BANK”) BUT AN OFFER FOR SALE BY THE GOVERNMENT OF PAKISTAN, PRIVATISATION DIVISION OF THE MINISTRY OF FINANCE, REVENUE, ECONOMIC AFFAIRS, STATISTICS AND PRIVATIZATION ACTING THROUGH THE PRIVATISATION COMMISSION (THE “OFFERER”) FOR THE SALE OF GOVERNMENT OF PAKISTAN’S RESIDUAL SHAREHOLDING IN THE BANK Joint Lead Managers Joint Book Runners The date of publication of this Offer for Sale Document is December 05, 2014 For further queries you may contact: Ahmed Rajani Jawad Taj Mohammad Yasir Khan P: +92 21 3564 4662 P: +92 21 3264 2818 P: +92 21 35371303 E: [email protected] E: [email protected] E: [email protected] Offer for Sale Document | Allied Bank Limited STATEMENT ON OFFERER’S ABSOLUTE RESPONSIBILITY: The Offerer, having made all reasonable inquiries, accepts responsibility for the disclosures made in this OFSD and confirms that: . This OFSD contains all necessary information with regards to the Bank, the Offerer and the Offer, which is material in the context of the Offer and nothing has been concealed; . The information contained in this OFSD is materially true and correct to the best of our knowledge and belief; . The opinions and intentions expressed herein are honestly held; and . There are no other facts, the omission of which makes this document as a whole or any part thereof misleading. For and on behalf of the Offerer, -sd- ____________________________ Sardar Ahmad Nawaz Sukhera Additional Secretary (Incharge) Privatisation Division, Ministry of Finance, Revenue, Economic Affairs, Statistics & Privatisation Government of Pakistan Offer for Sale Document | Allied Bank Limited GLOSSARY OF TECHNICAL TERMS & ABBREVIATIONS AKD AKD Securities Ltd ABL / Bank Allied Bank Limited ALCO Assets and Liability Management Committee BOD Board of Directors CCoP Cabinet Committee on Privatisation CDA Central Depositories Act, 1997 CDC/CDCPL The Central Depository Company of Pakistan Limited CDS Central Depository System CGT Capital Gains Tax CNIC Computerized National Identity Card Commission / SECP Securities and Exchange Commission of Pakistan CVT Capital Value Tax EBTDA Earnings before Taxes, Depreciation & Amortization ES Elixir Securities Pakistan (Pvt.) Limited FDI Foreign Direct Investment FED Federal Excise Duty GMT Greenwich Mean Time GoP Government of Pakistan ISE Islamabad Stock Exchange Limited IRR Internal Rate of Return ITO Income Tax Ordinance, 2001 JBR Joint Book Runner JLM Joint Lead Manager KSE Karachi Stock Exchange Limited LSE Lahore Stock Exchange Limited MCB MCB Bank Limited NPL Non-Performing Loan OFS/OFSD Offer for Sale/Offer for Sale Document Ordinance The Companies Ordinance, 1984 PACRA The Pakistan Credit Rating Agency Limited PC Privatisation Commission PKR Pakistan Rupee PST Pakistan Standard Time (GMT + 05:00 hours) SBP State Bank of Pakistan SCRA Special Convertible Rupee Account Stock Exchanges ISE, KSE and LSE (collectively referred to as “Stock Exchanges”) TFC Term Finance Certificate WHT Withholding Tax WWF Worker’s Welfare Fund WPPF Worker’s Profit Participation Fund YoY Year on Year Offer for Sale Document | Allied Bank Limited DEFINITIONS The total amount of money payable by a successful bidder which is equivalent Application Money to the product of the Strike Price and the number of shares to be allocated. Refer to 2.2 for illustrations An indication to make an offer during the Bidding Period by a bidder to Bid subscribe to the Ordinary Shares of Allied Bank Limited at or above the Floor Price, including all the revisions thereto Eligible Investor who makes a Bid pursuant to the terms of the OFSD and the Bidder Bidding Form The total amount of the Bid which is equivalent to the product of the bid price Bid Amount and the number of shares bid for. Refer to 2.2 for illustrations Pre-determined places where the applications for bidding are collected by the Joint Book Runners on behalf of the Offerer and it may include offices and Bid Collection Center branches of Joint Book Runners or branches of Scheduled Banks. For the purpose of this Offer they are defined in Section 2.3 Bid Application Bidding Form duly filled and submitted by the Bidder The form prepared by the Offerer for the purpose of making bids which will be Bidding Form considered as the application for subscription of Ordinary Shares The period during which bids for subscription of shares of the Bank will be made by Eligible Investors. The Bidding Period commences on December 10, 2014 at 09:00 AM and closes at 05:00 PM on December 11, 2014. The Bidding time both days will be from 9:00 AM to 5:00 PM. On December 11, 2014, no Bidding Period new Bids shall be collected after 05:00 PM. The Bid(s) received shall be entered into the KSE System till 05:00 PM and no new Bid(s) including those received at the Bid Collection Centres shall be entered into the KSE System after 05:00 PM. Online revision will, however, be allowed to the bidders till 07:00 PM on the last day. A mechanism of price determination through which indication of interest for subscription of shares offered by the Offerer is collected from the Eligible Investors. Through this process a book is built which gives an idea of demand Book Building for the shares at different price levels. The Strike Price is determined based on the price at which demand for shares at the end of book building period is sufficient for the subscription of the shares offered. The Strike Price is approved by the PC Board and the CCoP. Account(s) opened by the Offerer with the Collection Bank(s). The Bidder will pay the Margin Money/Bid Amount through demand draft or pay order only, Book Building Account in favor of this account as per the instructions given in paragraph 2.9 and the balance of the Application Money, if any, shall be paid through this account after successful allocation of shares under Book Building. The method through which the Strike Price is determined. Under this method, all bids are arranged in descending order, in terms of price offered per share, along with the numbers of shares bid for at each price level and the cumulative Dutch Auction Method number of shares bid for. The Strike Price is then determined by estimating the maximum price at which all the shares the Offerer intends to offer through the Book Building process are subscribed. Offer for Sale Document | Allied Bank Limited Eligible Investor(s) Both Institutional Investor and HNWI as defined below The minimum price set by the Offerer for the Offer for sale of Shares. This will be notified through announcement through the Stock Exchanges and/or Floor Price placed on their websites and on the websites of JBRs after close of Market hours on December 09, 2014 after approval of PC Board and the CCoP. A bid placed below the Floor Price will not be entertained by the JBRs Individual investor who places a Bid of at least the Minimum Bid Size of PKR High Net worth Individual (“HNWI”) 500,000/- Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive Institutional Investor documents and existing regulations, as the case may be) who place a Bid of at least the Minimum Bid Size Elixir Securities Pakistan (Pvt.) Limited and AKD Securities Limited being the JBR Joint Book Runners in relation to the Offer Elixir Securities Pakistan (Pvt.) Limited, MCB Bank Limited and AKD Securities JLM Limited being the Joint Lead Managers in relation to the Offer A Book Building software employed by the KSE for displaying the live price- KSE System demand position of the Offer.