ADVICE FOR INVESTORS INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS ESPECIALLY THE SUMMARIZED RISK FACTORS MENTIONED ON PAGE 9 AND DETAILS OF RISK FACTORS AT PARA 4.11 OF THIS PROSPECTUS BEFORE MAKING ANY INVESTMENT DECISION. SUBMISSION OF FALSE & FICTITIOUS APPLICATIONS IS PROHIITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015 UNITED BANK LIMITED PROSPECTUS THE ISSUE SIZE OF FULLY PAID-UP, RATED, LISTED, PERPETUAL, UNSECURED, SUBORDINATED, NON-CUMULATIVE AND CONTINGENT CONVERTIBLE DEBT INSTRUMENTS IN THE NATURE OF TERM FINANCE CERTIFICATES (“TFCs”) IS PKR 10,000 MILLION, OUT OF WHICH TFCS OF PKR 9,000 MILLION (90% OF ISSUE SIZE) ARE ISSUED TO THE PRE-IPO INVESTORS AND PKR 1,000 MILLION (10% OF ISSUE SIZE) ARE BEING OFFERED TO THE GENERAL PUBLIC BY WAY OF INITIAL PUBLIC OFFER THROUGH THIS PROSPECTUS RATE OF RETURN: Perpetual instrument @ 3 MONTH KIBOR* (ASK SIDE) PLUS 1.55% P.A. with no step-up feature, INSTRUMENT RATING: ”AA+” (Double A PLUS) by JCR-VIS CREDIT RATING COMPANY LIMITED LONG TERM ENTITY RATING: “AAA“ (TRIPLE A) SHORT TERM ENTITY RATING: ”A-1+” (A DASH ONE PLUS) By JCR-VIS CREDIT RATING COMPANY LIMITED As per PSX’s Listing of Companies and Securities Regulations, the Draft Prospectus was placed on PSX’s website for seeking public comments for seven (7) working days starting from November 23, 2018 to December 3, 2018. No comments have been received on the draft Prospectus. DATE OF PUBLIC SUBSCRIPTION: From January 28, 2019 to January 29, 2019 (From: 9:00 am to 5:00 pm) (both days inclusive) CONSULTANT TO THE ISSUE Bankers for the Retail portion of the Issue: Allied Bank Limited Askari Bank Limited Bank Alfalah Limited** Bank Al Habib Limited Faysal Bank Limited Habib Metropolitan Bank Limited JS Bank Limited MCB Bank Limited Summit Bank Limited** United Bank Limited** Underwriters for the Retail portion of the Issue: BMA Capital Management Limited Arif Habib Limited **In order to facilitate investors, United Bank Limited (“UBL”), Bank Alfalah Limited (BAFL”) and Summit Bank Limited (“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 application via link https://netbanking.bankalfalah.com. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk. Further, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on January 29 , 2019. The Central Depository Company of Pakistan (“CDC”) in collaboration with 1 Link (G) Limited (1 Link) 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 web link. For making application though CES, investors must be registered with CES. Registration with CES is onetime and 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]. CES is connected to a number of banks through 1 Link for payment of the subscription money. For further details on CES, please refer to para 2.11(i) of this Prospectus or contact Mr. Farooq Ahmed Butt at Phone 021-34326030 and email: [email protected]. For investor education please visit www.jamapunji.pk and read the IPO Investor Guide placed at web link https://www.secp.gov.pk/document/initial-public-offering-ipo-a-concise-guide-for-investors/?wpdmdl=29584 Jama Punji is an investor education initiative of the Securities & Exchange Commission of Pakistan Date of Publication of this Prospectus: January 18, 2019 Prospectus and Subscription Forms can be Copies of the Prospectus and material contracts can be obtained in physical form downloaded from the following websites: during working hours until the close of the Subscription Period from BMA Capital http://www.ubldirect.com; Management Limited; Unitower Level 8, I.I. Chundrigar Road, Karachi, Pakistan http://www.bmacapital.com; http://www.psx.com.pk and UBL Head Office, I.I. Chundrigar Road, Karachi, Pakistan For further queries, you may contact Arif Akmal Saifie Attir Ghazaal Ali Muhammad Abdullah Zain Abbas M. Azeem Dada P: +92 21 99033 2971 P: +92 21 99033 2310 P: +92 21 3246 1068 P: +92 21 3246 9636 P: +92-21-35630971 E: [email protected] E: [email protected] E:[email protected] E:[email protected] E:[email protected] *Average rate ‘Ask Side’ of the three month Karachi Inter Bank offered Rate (“KIBOR”) as published on Reuters Page KIBR or as published by the Financial Markets Association of Pakistan in case Reuters page is unavailable on the Base Rate setting date. TFC Prospectus | United Bank Limited UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER Date: October 18, 2018 WE, SIMA KAMIL, THE CHIEF EXECUTIVE OFFICER AND AAMEER M. KARACHIWALLA, THE CHIEF FINANCIAL OFFICER OF UNITED BANK LIMITED HEREBY UNDERTAKE THAT: 1. THIS PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE ISSUER 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 THIS PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF; 3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN 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 DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, 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 behalf of United Bank Limited: -Sd- -Sd- ___________________________ ___________________________ Sima Kamil Aameer M. Karachiwalla Chief Executive Officer Chief Financial Officer Page 2 of 149 TFC Prospectus | United Bank Limited Glossary of Abbreviations and Technical Terms Additional Tier 1 Capital The additional Tier 1 capital as defined in section 2.1.2 of the Basel III Circular ALCO Asset Liability Management Committee Consultant to the Issue BMA Capital Management Limited UBL or "the Bank" or “the United Bank Limited Issuer” Base Rate Setting Date (a) For the first coupon payment, one (1) Business Day prior to the Issue Date; and (b) For each subsequent coupon payment, one (1) Business Day prior to the last coupon payment date Basel III Circular Instructions for Basel III Implementation in Pakistan issued by the State Bank of Pakistan under BPRD circular # 06 dated August 15, 2013 (as may be amended, modified or replaced from time to time). The said Circular can be accessed through SBP’s website www.sbp.org.pk. BG Bestway Group Bn Billion Board / BoD Board of Directors of the Bank Bps Basis Points CAGR Compounded Annual Growth Rate CAR Capital Adequacy Ratio; the amount of risk-based capital (Tier 1 and Tier 2) as a percentage of risk-weighted assets CDC The Central Depository Company of Pakistan Limited CDS Central Depository System Credit Rating Agency JCR-VIS Credit Rating Company Limited (“JCR-VIS”) CET 1 Common Equity Tier 1 CET 1 Trigger Event As described in Paragraph A-5-2 of Annexure 5 of the Basel III Circular, the pre-specified trigger for loss absorption through conversion shall be the Issuer’s CET 1 ratio falling to or below 6.625% of Risk Weighted Assets. The Issuer shall immediately notify the SBP upon the occurrence of the CET 1 Trigger Event Conditions The terms and conditions governing and regulating the TFCs Contingent Convertible TFCs that are subject to Mandatory Conversion only upon the occurrence of the Mandatory Conversion Event CY Calendar Year DFI Development Financial Institutions EPS Earnings per Share FIS Financial Institutions FY Financial Year GA Gross Advances GOP Government of Pakistan Investment Agreement The Investment Agreement entered into between each pre-IPO Investor and the Issuer, prior to the Issue Date Issue Date The date on which the TFCs are Issued as communicated to the TFC Holders by the Trustee upon notification by the Issuer KIBOR Karachi Inter-Bank Offer Rate (Ask Side) Page 3 of 149 TFC Prospectus | United Bank Limited Lock-in clause Mark-up will only be paid from the Issuer’s current year’s earning and if the Issuer is in compliance of regulatory Minimum Capital Requirement, Capital Adequacy Ratio and Leverage Ratio requirements set by SBP from time to time. Lock-in Event Failure by the Issuer to comply with the Lock-in clause or the non- cumulative feature of the TFCs LR Leverage Ratio requirements set by SBP from time to time Mandatory Conversion Mandatory conversion of the TFCs into ordinary shares in accordance with the Trust Deed dated August 8, 2018.