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PAKISTAN STOCK EXCHANGE LIMITED (Formerly: Karachi Stock Exchange Limited) Stock Exchange Building, Stock Exchange Road, Karachi-74000, UAN No: 111-001-122 PSX/N-3888 N 0 T I C E Dated: June 28, 2016 LISTING OF PRIVATELY PLACED TERM FINANCE CERTIFICATES OF RS. 10,000 MILLION OF HABIB BANK LIMITED (HBLTFC) Pakistan Stock Exchange Limited is pleased to notify the listing of Privately Placed Term Finance Certificates (PPTFCs) of Rs.1 0,000 million of Habib Bank Limited under the Regulation No. 3(11) and Schedule III of the Regulations Governing Over-The-Counter (OTC) Market of the Exchange, relating to listing of debt securities issued to Qualified Institutional Buyers, (QlBs) through Private Placement. The National Clearing Company of Pakistan Limited vide its letter No. NCCPL/CS/303/16 dated June 21, 2016 has assigned the Security Symbol / Company Code "HBLTFC" to said PPTFCs. Central Depository Company of Pakistan Umited has been appointed as the Registrar. The said PPTFCs will be listed on the Exchange w.e.f. Thursday, June 30, 2016 and trading of the same will commence from July 04, 2016 as required under Clause No. 4(iv) of Schedule Ill of the Regulations. The PPTFCs will be tradable on Bond Automated Trading System (BATS) through the "Request For Quotes" (RFQ) and shall be settled through NCCPL on T+1 settlement basis on Trade to Trade basis. The eligible investors, who qualify the criteria of Qualified Institutional Buyers (QlBs) as defined under Regulation No. 2(n) of the Regulations Governing Over-The-Counter (OTC) Market, are allowed to trade in the PPTFCs. The minimum amount per transaction by a single QIB shall not be less than Rs. 1,000,000/-. However, the requirement of QlBs in the sale / purchase of the said PPTFCs will be checked and maintained at Broker level, as the Trading System (BATS), is not capable to control this condition automatically. Arif Habib Limited has been appointed as the Market Maker of the Issue, who shall make available two way quotes on daily basis for the said PPTFCs with a maximum spread of 2.5% and shall intimate the Exchange of any trade in the instrument, which would be available through website of the Exchange under the "MARKET INFORMATION" Menu item as "OTC Scrips". A brief about the Privately Placed Term Finance Certificates / Term Sheet of the Issue is attached for information. I /Haroon Askari Deputy Managing Director Copy to: Executive Director (SM), SECP E-mail: [email protected] Managing Director-PSX Chief Regulatory Officer- PSX All HoDs Head of Operations - Central Depository Company of Pakistan Limited National Clearing Company of Pakistan Limited Notice Board / PSX Website Habib Bank Limited

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  • PAKISTAN STOCK EXCHANGE LIMITED (Formerly: Karachi Stock Exchange Limited)

    Stock Exchange Building, Stock Exchange Road, Karachi-74000,

    UAN No: 111-001-122

    PSX/N-3888 N 0 T I C E Dated: June 28, 2016

    LISTING OF PRIVATELY PLACED TERM FINANCE CERTIFICATES OF RS. 10,000 MILLION OF HABIB BANK LIMITED (HBLTFC)

    Pakistan Stock Exchange Limited is pleased to notify the listing of Privately Placed Term Finance

    Certificates (PPTFCs) of Rs.1 0,000 million of Habib Bank Limited under the Regulation No. 3(11) and

    Schedule III of the Regulations Governing Over-The-Counter (OTC) Market of the Exchange, relating

    to listing of debt securities issued to Qualified Institutional Buyers, (QlBs) through Private Placement.

    The National Clearing Company of Pakistan Limited vide its letter No. NCCPL/CS/303/16 dated June

    21, 2016 has assigned the Security Symbol / Company Code "HBLTFC" to said PPTFCs. Central Depository Company of Pakistan Umited has been appointed as the Registrar.

    The said PPTFCs will be listed on the Exchange w.e.f. Thursday, June 30, 2016 and trading of the

    same will commence from July 04, 2016 as required under Clause No. 4(iv) of Schedule Ill of the

    Regulations. The PPTFCs will be tradable on Bond Automated Trading System (BATS) through the

    "Request For Quotes" (RFQ) and shall be settled through NCCPL on T+1 settlement basis on Trade to

    Trade basis.

    The eligible investors, who qualify the criteria of Qualified Institutional Buyers (QlBs) as defined under

    Regulation No. 2(n) of the Regulations Governing Over-The-Counter (OTC) Market, are allowed to

    trade in the PPTFCs. The minimum amount per transaction by a single QIB shall not be less than

    Rs. 1,000,000/-. However, the requirement of QlBs in the sale / purchase of the said PPTFCs will be

    checked and maintained at Broker level, as the Trading System (BATS), is not capable to control this

    condition automatically.

    Arif Habib Limited has been appointed as the Market Maker of the Issue, who shall make available

    two way quotes on daily basis for the said PPTFCs with a maximum spread of 2.5% and shall intimate

    the Exchange of any trade in the instrument, which would be available through website of the

    Exchange under the "MARKET INFORMATION" Menu item as "OTC Scrips".

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

    information. I

    /Haroon Askari Deputy Managing Director

    Copy to:

    Executive Director (SM), SECP E-mail: [email protected]

    Managing Director-PSX

    Chief Regulatory Officer- PSX

    All HoDs

    Head of Operations - Central Depository Company of Pakistan Limited

    National Clearing Company of Pakistan Limited

    Notice Board / PSX Website

    Habib Bank Limited

  • Term Sheet for Proposed Rated, OTC listed, Unsecured and Subordinated Term Finance

    Certificates Issue of up to PKR 10 Billion (inclusive of green shoe option of PKR 2.5 Billion)

    Habib Bank Limited ('HBL" or the "Bank")

    The Issue Amount will contribute towards HBLs Tier II Capital. The funds so

    raised will be utilized in HBL's business operations as permitted by the Bank's

    Memorandum and Articles of Association.

    Rated, OTC Listed, Unsecured and Subordinated, Term Finance Certificates

    ("TFCs') issued as instrument of redeemable capital under Section 120 of the

    Companies Ordinance, 1984 (the "Companies Ordinance") and the Basel Ill Guidelines set by the State Bank of Pakistan ('SBP).

    Up to PKR 10 billion (inclusive of a green shoe option of PKR 2.5 billion).

    A Banking company as defined in the Banking Companies Ordinance,

    1962.

    A Financial Institution as referred to in Section 3A of the Banking

    Companies Ordinance, 1962.

    An Investment Company as defined in the Non-Banking Companies

    (Establishment and Regulation) Rules, 2003.

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

    1984.

    A Company registered with the Commission as broker under the

    Brokers and Agents Registration Rules, 2001.

    A Fund established under the Collective Investment Scheme under the

    Non-Banking Companies (Establishment and Regulation) Rules, 2003.

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

    1882.

    An Employees' Provident Fund governed by the Employees' Provident

    Fund (Investment in Listed Securities) Rules, 1996.

    A Pension Fund as defined in the Voluntary Pension System Rules,

    2005.

    Any corporate body established by Federal Government, Provincial

    Government and/or Local Authority.

    Any other entity as allowed based on the criteria prescribed by the Exchange

    with prior approval of the Commission.

    As per SRO 98 (I) /2005 - in exercise of the powers conferred by sub section

    (1) of section 120 of the Companies Ordinance, 1984, read with clause (c) of

    section 43 of the SECP Act 1997, the SECP specifies the following "other

    persons" to whom any instrument in the nature of redeemable capital may

    be issued by a Company subject to the terms and conditions of the

    agreement contemplated in said section 120

    1. All Companies as defined under section 2(7) of the Ordinance

    including insurance companies;

    2. All bodies corporate;

    3. All corporations governed by special enactments as referred to

    in section 503 of the Ordinance;

    Page 1

  • Up to 10 years

    Average rate 'Ask Side' of the six month Karachi Inter Bank Offered Rate

    Floating rate of return at Base Rate plus 0.50% p.a. The spread shall not change

    throughout the tenor of the Issue.

    The Base Rate is defined as the average rate "Ask Side" of the 6 (six) month

    Karachi Interbank Offered Rate (KIBOR) prevailing on the Base Rate Setting

    date. The Base rate will be set utilizing the 6 month KIBOR, 1 (one) business

    day prior to the Issue Date in respect of the redemption amount payable on

    the first redemption date; and thereafter 1 (one) business day prior to each

    subsequent redemption date for the redemption amount payable on the

    immediately following redemption date (i.e. the beginning of each semiannual

    period for the profit I return due at the end of the semi- annual period) (the "fixing date "). If the KIBOR is not available at 11:30 am on the fixing date on

    the Reuters Screen page KIBR, the KIBOR advised by the Financial Markets

    Association at the relevant time shall be used for the purpose of fixing the Base

    Rate.

    Profit will be payable semi-annually in arrears on the outstanding principal

    amount and will be calculated on a 365-day year basis. The first such profit

    payment will fall due six (6) months from the Issue Date, and subsequently,

    every six (6) months thereafter.

    From the Date of Investment

    311t December 2015

    19th February 2016

    PKR 100,000/- and/ or in multiples of PKR 100,000/-

    The instrument will be structured to redeem 0.02% of the Issue Amount semi-

    annually during the first 108 months after the Issue Date and the remaining

    Issue Amount of 99.64% in two equal semiannual installments in the 114th and

    120th month.

    First come first served basis

    TFC may be held in book entry (scripless) form through CDS of CDC.

    HBL may call the TFCs, with the prior written approval of SBP, on any profit

    payment date from the fifth anniversary of the Issue Date, subject to not less

    than 60 days' prior notice being given to the investors through the Trustee. The

    Call Option once announced will be irrevocable. No Put Option shall be

    available to the Investors.

    The instrument will be unsecured, subordinated as to payment of principal and

    profit to all other indebtedness of the Bank, including deposits and is not

    redeemable before maturity without prior approval of SBP

    Arif Habib Limited

    Page 2

  • ET1 C C C

    Market Maker Arif Habib Limited

    Entity Rating AAA (triple A) by JCR-VIS

    Instrument Rating AAA (triple A) by JCR-VIS

    OTC Listing Pakistan Stock Exchange Limited

    Registrar & Transfer Agent Central Depository Company of Pakistan Limited

    Transferability Transfer shall be made in accordance with the Central Depositary Act, 1997

    and CDC Regulations.

    Transaction Legal Counsel Mandvi walla and Zafar

    Trustee to the Issue Pak Brunei Investment Company Limited

    Lock in Clause Neither profit nor principal may be paid (even at maturity) if such payments

    will result in a shortfall in Bank's MCR and CAR or increase any existing shortfall

    in MCR or CAR.

    Loss Absorbency Clause The instrument will be subject to loss absorbency clause as stipulated in terms

    of the Basel III Guidelines wherein upon the occurrence of a Point of Non-

    Viability ("PONV") event as defined in the Guidelines, SBP may at its option, fully and permanently convert the TFCs into common shares of the Bank and /

    or have them immediately written off (either partially or in full).

    Applicable Law Laws of the Islamic Republic of Pakistan

    Page 3