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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
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
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
/Haroon Askari Deputy Managing Director
Executive Director (SM), SECP E-mail: [email protected]
Chief Regulatory Officer- PSX
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,
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,
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,
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,
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;
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
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
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
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