ROSHAN PACKAGES LIMITED PROSPECTUS · An account opened by the Issuer with the Collection Bank(s)....

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ROSHAN PACKAGES LIMITED PROSPECTUS

This Issue consists of 32,500,000 Ordinary Shares (30.23% of the post issued paid up capital of Roshan Packages Limited) of face value of PKR 10.00 each

Book Building portion of the Issue comprises of 24,375,000 ordinary shares (75% of the total issue) at a Floor Price of PKR 35.00 (including premium of PKR 25.00 per share)

Justification of premium is given in paragraph 3.26 General Public portion of the Issue comprises of 8,125,000 ordinary shares (25% of the total issue) at the Issue Price

REGISTRATION OF ELIGIBLE INVESTORS: The registration of eligible investors will commence at 9:00 am on January 12, 2017 and will close at

3:00 pm on January 18, 2017 BIDDING PERIOD DATES: From January 17, 2017 to January 18, 2017

From: 9:00 am to 5:00 pm DATE OF PUBLIC SUBSCRIPTION: From January 30, 2017 to January 31, 2017 (both days inclusive during banking hours)

LEAD MANAGER, ARRANGER & BOOK RUNNER

Banker for the Book Building Portion of the Issue: Dubai Islamic Bank

Bankers for the Retail Portion of the Issue: Askari Bank Limited Albaraka Bank Allied Bank Limited Dubai Islamic Bank Faysal Bank Limited Habib Bank Limited Habib Metropolitan Bank MCB Bank Limited Meezan Bank Limited Summit Bank Limited* United Bank Limited* Bank Alfalah Limited

*In order to facilitate investors, United Bank Limited (“UBL”) & Summit Bank Limited (“SMBL”) are providing facility of 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. SMBL account holders can use SMBL Net Banking to submit their application via link https://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 January 31, 2017.

BOOK BUILDING PORTION WILL BE UNDERWRITTEN BY

For investor education please visit www.jamapunji.pk

Jama Punji is an investor education initiative of the

Securities & Exchange Commission of Pakistan

Date of Publication of this Prospectus: December 31st, 2016 Prospectus, Bidding Form and Subscription Form can be downloaded from the following websites

http://roshanpackages.com.pk & http://www.arifhabibltd.com

For further queries you may contact

Roshan Packages Limited: Syed Hamza Gillani; Phone: +92 42 3529 0734; E-mail: [email protected]

Arif Habib Limited: Mr. Omair Marghoob; Phone: +92 21 3246 5891; E-mail: [email protected]

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 5.11 BEFORE MAKING ANY INVESTMENT DECISION.

PLEASE NOTE THAT AS PER REGULATION 4(X) OF THE BOOK BUILDING REGULATIONS, 2015, A SUPPLEMENT TO THE PROSPECTUS SHALL BE

PUBLISHED WITHIN FIVE WORKING DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION RELATING TO

THE STRIKE PRICE, THE OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL PORTION OF THE ISSUE, UNDERWRITING

COMMISSION, CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG WITH NUMBER OF SHARES PROVISIONALLY ALLOCATED

TO THEM AND SUCH OTHER INFORMATION AS MAY BE REQUIRED BY THE COMMISSION.

SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER

SECTION 87(8) OF THE SECURITIES ACT, 2015.

UNDER REGULATION 10(i)(v) OF THE BOOK BUILDING REGULATIONS, A SINGLE ELIGIBLE INVESTOR CANNOT SUBMIT MORE THAN ONE

BIDDING APPLICATION, EXCEPT IN THE CASE OF REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION

THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.

SUBMISSIONS OF CONSOLIDATED BIDS ARE PROHIBITED UNDER REGULATION 10 OF THE BOOK BUILDING REGULATIONS 2015.

VIOLATION OF WHICH MAY ATTRACT PENALTY OF UP TO PKR 10 MILLION UNDER REGULATION 27 THEREOF. A BID APPLICATION

WHICH IS BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE

A CONSOLIDATED BID.

http://www.ubldirect.com/corporate/ebank

http://www.jamapunji.pk/

http://roshanpackages.com.pk/

http://www.arifhabibltd.com/

mailto:[email protected]


Prospectus | Roshan Packages Limited

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SUPPLEMENT TO THE PROSPECTUS

Note: This Supplement shall be published within 5 working days of the close of Bidding Period in at least all those newspapers in

which the Prospectus of Roshan Packages Limited is published.

This Supplement is being published pursuant to regulation 4(x) of the Book Building Regulations, 2015. The Prospectus of Roshan

Packages Limited was earlier published on December 31st, 2016

Roshan Packages Limited

FLOOR PRICE : PKR 35.00/- PER SHARE STRIKE PRICE : PKR XX/- PER SHARE ISSUE PRICE: PKR XX/- PER SHARE

Underwriters to the retail portion of the Issue

S. No. Names of Underwriter No. of shares

Underwritten

Amount

(PKR)

Date of Underwriting

Agreement

Date of Due

Diligence Report

(i) ● ● ●

(ii) ● ● ●

(iii) ● ● ●

TOTAL ● ●

Underwriting Commission (in % age):

Take up Commission (in % age), if any:

Interest of Underwriters, in the Issue and the Issuer other than their role as Underwriters: The Underwriters are deemed

to be interested to the extent of underwriting & take-up commission payable to them by the Issuer for the amount

underwritten. The Underwriters have no other interest in any property or profits of the Company

Category wise Breakup of Successful Bidders

S. No Category No. of shares provisionally allocated

1 Commercial Banks ●

2 Individual Investors ●

3 Institutional Investors

─ Investment Banks ─ Mutual Funds ─ Provident/Pension Funds ─ Modarabas ─ Leasing Companies ─ DFIs ─ Others

●

4 TREC Holders ●

5 Foreign Investors ●

TOTAL


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Glossary of Abbreviations and Terms

ACT Securities Act, 2015

AHL Arif Habib Limited

BR Book Runner

BVPS Book Value Per Share

CAGR Compound Annualized Growth Rate

CDA Central Depository Act, 1997

CDC / CDCPL Central Depository Company of Pakistan Limited

CDC Regulations Central Depository Company of Pakistan Limited Regulations

CDS Central Depository System

CNC Computer Numerical Control

CNIC Computerized National Identity Card

COI Certificate of Incorporation

Collection Bank Dubai Islamic Bank

Commission / SECP Securities and Exchange Commission of Pakistan

CPEC China Pakistan Economic Corridor

CRO Company Registration Office

CUIN Computerized Unique Identification Number

CVT Capital Value Tax

EPS Earnings Per Share

FBR Federal Board of Revenue

FED Federal Excise Duty

FPI Foreign Portfolio Investment

GDP Gross Domestic Product

GoP Government of Pakistan

IAS International Accounting Standards

IPO Initial Public Offering

Issuer / Company Roshan Packages Limited

ITO Income Tax Ordinance, 2001

LTM Last twelve months

EBITDA Earnings before Interest, Taxes, Depreciation & Amortization

PET Polyethylene terephthalate (i.e. PET bottle)

LC Letter of Credit

LM Lead Manager

Mn Million

NICOP National Identity Card for Overseas Pakistani

NOC No Objection Certificate


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Ordinance Companies Ordinance, 1984

PKR or Rs. Pakistan Rupee(s)

PSX / Exchange Pakistan Stock Exchange Limited

ROA Return on Assets

ROE Return on Equity

Roshan Sun Tao Roshan Sun Tao Paper Mills (Private) Limited

SAP Systems, Applications and Products

SCRA Special Convertible Rupee Account

Shandong Yongtai Shandong Yongtai Paper Mill Company Limited

SST Sindh Sales Tax

TREC Trading Right Entitlement Certificate

UIN Unique Identification Number

WHT Withholding Tax


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DEFINITIONS

Application Money In case of bidding for shares out of the Book Building portion, the total

amount of money payable by a successful Bidder which is equivalent to

the product of the Strike Price and the number of shares to be allotted.

and

In case of application for subscription of shares out of the general public

portion, the amount of money paid along with application for

subscription of shares which is equivalent to the product of the Issue

Price per share and the number of shares applied for.

Banker to the Book Building Means any bank with whom an account is opened and maintained by the

issuer and offeror for keeping the bid amount

In this Issue, Dubai Islamic Bank has been appointed as Banker to the

Book Building Portion of the Issue.

Bid An indication to make an offer during the Bidding Period by a Bidder to

subscribe to the Ordinary Shares of Roshan Packages Limited at a price

at or above the floor price, including all the revisions thereto. An Eligible

Investor shall not make a bid with price variation of more than 20% of

the prevailing indicative strike price. Please refer to para 2.17 for

details

Bid Amount The amount equal to the product of the number of shares Bid for and

the Bid price

Bid Collection Centre Designated offices of the Book Runner, specified branches of any of the

Scheduled Bank and offices of any other institutions specified by the

Commission where bids are received and processed. For this Issue,

addresses of the Bid Collection Centers are provided in paragraph 2.4 of

this Prospectus.

Bid Price The price at which bid is made for a specified number of shares

Bid Revision The Eligible Investors can revise their bids upward and downward but

not below the Floor Price. The bids can be revised with a price variation

of not more than 20% from the prevailing indicative Strike Price in

compliance with regulation 10(1)(iii) of the Book Building Regulations,

2015

Bidder An Eligible Investor who makes bids for shares in the Book Building

process


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Bidding Form The form prepared by the Issuer for the purpose of making bids

Bidding Period

The period during which bids for subscription of shares are received.

The Bidding Period shall be of two days, from January 17, 2017 to

January 18, 2017 both days inclusive (daily from 9:00 a.m. to 5:00 p.m.).

Book Building

A process undertaken to elicit demand for shares offered for sale

through which bids are collected from the Bidders and a book is built

which depicts demand for the shares at different price levels

Book Building Account

An account opened by the Issuer with the Collection Bank(s). The Bidder

will pay the Margin Money / Bid Amount through demand draft, pay

order or online transfer in favor of this account as per the instructions

given in paragraph 2.13 of this Prospectus and the balance of the

Application Money, if any, shall be paid through this account after

successful allocation of shares under Book Building

Book Building Portion The part of the total Issue allocated for subscription through the Book

Building

Book Runner A person registered under Book Building Regulation, 2015

Arif Habib Limited has been appointed as Book Runner for this issue

Issuer Roshan Packages Limited.

Roshan Group Companies owned and managed by sponsors of Roshan Packages

Limited. Group’s detail is given at paragraph 5.2.

Collection Bank Dubai Islamic Bank is the collection bank for the Book Building Portion.

For this purpose, Dubai Islamic Bank has opened an account titled

“Roshan Packages Limited (Book Building)”, Number: 0040093004 at its

Gulberg Branch, Lahore. The Collection Bank shall keep and maintain the

bid money in the said account. Once the Strike Price is determined and

lists of successful bidders and successful applicants/allottees are

finalized and shares are credited/dispatched to the successful bidders

and applicants, the Lead Manager, after obtaining NOC from PSX, may

request in writing to the Collection Bank for transfer of the money of

successful and accepted Bids and applications to the Issuers’ account(s)

Designated Institution Includes securities exchange, central depository and clearing house

approved by the Commission to provide a system for conducting Book

Building.

PSX will act as the Designated Institution for this Issue.


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Dutch Auction Method The method through which Strike Price is determined by arranging all

the Bid Prices in descending order along with the number of shares and

the cumulative number of shares bid for at each Bid Price. The Strike

Price is determined by lowering the price to the extent that the total

number of shares offered under the Book Building Portion are

subscribed.

e-IPO facility e-IPO is the facility through which investors can make application for

subscription of shares of the Company through internet. In order to

facilitate the investors, the issuer has arranged provision of this facility

through Summit Bank Limited and United Bank Limited, who are among

the Bankers to the Issue.

UBL’s account holders can use UBL net-banking to submit their

applications online via link: http://www.ubldirect.com/corporate/ebank

SMBL account holders can use SMBL net-banking to submit their

application via link https://ib.summitbank.com.pk

Account holders of UBL and SMBL can submit their applications

through the above mentioned link 24 hours a day during the

subscription period which will close at midnight on January 31, 2017

Eligible Investor An Individual and Institutional Investor whose Bid Amount is not less

than the minimum bid size of PKR 1,000,000 (One Million Rupees only).

Floor Price The minimum price per share set by the Issuer. For this Issue the Floor

Price is PKR 35.00 per share.

General Public

All Individual and Institutional Investors including both Pakistani

(residents & non-residents) and foreign investors.

Institutional Investor Institutional investors mean the same as defined in the Book Building

Regulations, 2015 and include any of the following entities:

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 Finance Company as defined in the Non-Banking Companies (Establishment and Regulation) Rules, 2003

A Company as referred to in Section 505 of the Ordinance A registered broker; A Fund established as a Collective Investment Scheme under the

Non- Banking Companies ( Established and Regulation) Rules, 2003; and

A Trust established by a deed under the provisions of the Trust Act, 1882


https://ib.summitbank.com.pk/


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Issue Initial Public Offer of 32,500,000 Ordinary Shares representing 30.23% of

total Post IPO Paid Up Capital having Face Value of PKR 10.00/- each.

Book Building Portion of the Issue comprises of 24,375,000 Ordinary

Shares (75% of the Total Issue) at a Floor Price of PKR 35/- per share

(including a premium of PKR 25.0/- per share)

General Public Portion of the Issue comprises of 8,125,000 Ordinary

Shares (25% of the Total Issue) at the Issue Price.

Issue Price

The price at which Ordinary Shares of the Company are issued to the

General Public. The Issue Price will be the Strike Price.

Lead Manager, Arranger and Book

Runner

Arif Habib Limited

Key Employees Chief Executive Officer, Directors, Chief Financial Officer and Company

Secretary of Roshan Packages Limited

Limit Bid The bid at a Limit Price

Limit Price The maximum price a prospective Bidder is willing to pay for a share

under Book Building

Margin Money The partial or total amount, as the case may be, paid by a Bidder at the

time of registering an Eligible Investor. The Book Runner shall collect full

amount of the bid money as Margin Money in respect of bids placed by

an individual investor and not less than twenty five percent (25%) of the

bid money as Margin Money in respect of bids placed by an institutional

investors.

Minimum Bid Size The Bid amount equal to One Million Rupees (PKR 1,000,000)

Ordinary Shares

Ordinary Shares of Roshan Packages Limited having face value of PKR

10.00/- each

Prospectus

The Prospectus of the issuer for offer of its 32,500,000 million ordinary

shares to the public (including both the eligible investors and retail

investors) containing all the information and disclosures as required

under the Securities Act, 2015, and the Book Building Regulations, 2015.

Registration Form The form which is to be filled in and submitted by the Eligible Investors

for registration to participate in the Book Building process. The

registration period shall commence three days before the start of the

Bidding Period from January 12, 2017 to January 18, 2017 from 9:00 am


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to 5:00 pm and shall remain open till 3:00 pm on the last day of the

Bidding Period.

Regulations The Book Building Regulations, 2015

Related Employees Such employees of the Issuer, Lead Manager, Arranger, Book Runner and

Sub-Book Runner, if any, who are directly involved in the Issue. Please

refer to paragraph 2.27 for further details.

Securities Regulation Chapter 5 of Pakistan Stock Exchange Rule Book, titled ‘Listing of

Companies and Securities Regulation’

Step Bid Step Bid means a series of limit bids at increasing prices. In case of a step

bid the amount of each step will not be less than Rupees One Million

(PKR 1,000,000)

Strike Price

The price per ordinary share of the issuer determined / discovered on

the basis of Book Building process in the manner provided in the Book

Building Regulations, 2015 at which the shares are issued to the

successful bidders. The Strike Price will be disseminated after conclusion

of Book Building through publication in at least all those newspapers in

which the prospectus was published and also posted on the websites of

the Securities Exchange, Lead Manager, Book Runner and the Issuer.

Supplement to the Prospectus The Supplement to the Prospectus published within five (5) working days

of the closing of the Bidding Period at least in all those newspapers in

which the Prospectus was earlier published and disseminated through

the Securities Exchange where shares are to be listed

System An online electronic system operated by the Designated Institution for

conducting Book Building.

Interpretation:

ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED TERM PROVIDED HEREIN.


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TABLE OF CONTENTS

TABLE OF CONTENTS ................................................................................................................ 10

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ................................................. 11

2 BOOK BUILDING PROCEDURE ...................................................................................... 14

3 SHARE CAPITAL AND RELATED MATTERS .................................................................... 32

4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ...................... 48

5 OVERVIEW, HISTORY AND PROSPECTS ........................................................................ 51

6 FINANCIAL INFORMATION ........................................................................................... 72

7 MANAGEMENT ............................................................................................................ 97

8 MISCELLANEOUS INFORMATION ............................................................................... 107

9 APPLICATION AND ALLOTMENT INSTRUCTIONS ....................................................... 114

10 REGISTRATION FORM AND BIDDING FORM .............................................................. 118

11 SIGNATORIES TO THE PROSPECTUS ........................................................................... 121

12 MEMORANDUM OF ASSOCIATION ............................................................................ 128

13 APPLICATION FORM ................................................................................................... 129


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1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the "SECP") under Section 87(2) of the Act read with Section 88(1) thereof and Clause 4 (viii) of the Book Building Regulations, 2015 has been obtained by Roshan Packages Limited (“Roshan Packages” or the “Company”) for the issue, circulation and publication of this offering document (hereinafter referred to as the “Prospectus”) vide their letter No. SMD/CIW/SA-88/07/2016 dated December 29, 2016.

DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE BIDDING / SUBSCRIBING.

THE COMMISSION NEITHER TAKES RESPONSIBILITY FOR CORRECTNESS OF THE CONTENTS OF THIS PROSPECTUS NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER

1.2 CLEARANCE OF PROSPECTUS BY PSX

The Prospectus of the Company has been cleared by the Pakistan Stock Exchange Limited (“PSX”) in accordance with the requirements of Listing of Companies and Securities Regulation.

DISCLAIMER:

PSX HAS NOT EVALUATED THE QUALITY OF THE ISSUE AND ITS CLEARANCES SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE SUBSCRIBING.

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

THE CONTENTS OF THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF PSX.

IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES, INCOMPLETENESS AND / OR MISTAKES, FOR DECISIONS AND /OR ACTIONS TAKEN, BASED ON THIS DOCUMENT.

PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER.


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ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.

1.3 LISTING AT PAKISTAN STOCK EXCHANGE LIMITED

Application has been made to PSX for permission to deal in and for quotation of the shares of the Company.

If for any reason the application for formal listing is not accepted by PSX the Issuer undertakes that a notice to that effect will immediately be published in the press and will refund Application Money to the applicants without surcharge as required under the provisions of Section 72 of the Ordinance. However, and, if any such money is not repaid within eight (08) days after the company becomes liable to repay it, the Directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eight day together with surcharge at the rate of one and a half per cent (1.50%) for every month or part thereof from the expiration of the eight day and, in addition, to a fine not exceeding five thousand rupees and in the case of a continuing offence to a further fine of one hundred rupees for every day after the said eight day on which the default continues in accordance with the provisions of Section 72(2) of the Ordinance.


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1.4 CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER

We being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Issue and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been concealed.

The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held.

There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading.

For and behalf of Roshan Packages Limited

-Sd- ____________________ Tayyab Aijaz Chief Executive Officer

-Sd- ____________________ Syed Hamza Gillani Chief Financial Officer


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2 BOOK BUILDING PROCEDURE

2.1 BRIEF ISSUE STRUCTURE

The Present Issue

The Issue comprises of 32,500,000 Ordinary shares of face value of PKR 10.00 each which constitutes 30.23% of the post-IPO paid up capital of the Company.

The Issue is being made through the Book Building process at a Floor Price of PKR 35.00 per share (including a premium of PKR 25.00 per share), whereby 75% of the total issue size i.e. 24,375,000 Ordinary shares will be issued through the Book Building process to Eligible Investors. The balance 25% of the total Issue size i.e. 8,125,000 Ordinary Shares will be issued to the General Public through retail offer at the Strike Price determined through the Book Building process.

Within 5 working days from the close of the Bidding Period, a Supplement to the Prospectus will be published in at least all those newspapers in which the Prospectus of the Company is published. The Supplement will contain information related to the Strike Price, the Issue Price, names of the Underwriters for the General Public Portion, Underwriting Commission, Take-up Commission and category wise break-up of the successful bidders. Format of the Supplement is given on page 2 of this Prospectus.

2.2 BOOK BUILDING PROCEDURE

Book Building is a process whereby investors bid for a specific number of shares at various prices. The Issuer set a Floor Price, which is the minimum price a Bidder can bid at. An order book of bids from bidders is maintained by the Book Runner, which is then used to determine the Strike Price through the “Dutch Auction Methodology”.

Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to the extent that the total number of shares offered through the Book Building process are subscribed.

A bid by a Bidder can be a “Limit Bid”, or a “Step Bid”, each of which are explained below:

Limit Bid: Limit bid is at the Limit Price, which is the maximum price Bidder is willing to pay for a specified number of shares.

In such a case, a Bidder explicitly states a price at which he / she / it is willing to subscribe to a specific number of shares. For instance, a Bidder may bid for 2 million shares at PKR 38.00 per share, then total Application Money would amount to PKR 76 million. The Bid Amount will be PKR 76 million. Since the Bidder has placed a Limit Bid of PKR 38.00 per share, this indicates that he / she / it is willing to subscribe the shares at a price up to PKR 38.00 per share.

Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of a Step Bid and the amount of any individual step shall also not be less than PKR 1,000,000.

Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The Bidders may, for instance, make a bid for 0.5 million shares at PKR 36.00 per share, 1 million shares at PKR 38.00 per share and 1.5 million shares at PKR 40.00 per share then in essence the investor has placed one Step Bid comprising of three Limit Bids at increasing prices. The bid amount will be PKR 116 million. In case of Individual Investor, the Margin Money will be 100% i.e. PKR 116 million whereas in case of Institutional Investor the Margin Money shall be 25% of the bid amount i.e. PKR 29 million.


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AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE THAN 20% OF THE PREVAILING INDICATIVE STRIKE PRICE.

AN ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY, HOWEVER, A BID CAN BE REVISED TILL 5.00 PM ON THE LAST OF BIDDING PERIOD. DOWNWARD REVISION OF BID PRICE SHALL NOT BE ALLOWED AFTER 4:00 P.M. ON THE LAST DAY OF THE BIDDING. FOR FURTHER DETAILS, PLEASE SEE PARAGRAPH 2.11.

AN ELIGIBLE INVESTOR SHALL NOT PLACE A CONSOLIDATED BID. A BID APPLICATION WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONES NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.

RELATED EMPLOYEES OF THE ISSUER AND THE BOOK RUNNER CANNOT PARTICIPATE IN THE BIDDING PROCESS

Once the Bidding Period has lapsed and the book has been built, the, Strike Price shall be determined on the basis of Dutch Auction Method.

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, about the Strike Price and the number of shares provisionally allotted to each of them. The successful institutional Bidders shall, within three (3) working days of the closing of the Bidding Period, deposit the balance amount as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner under clause 21(12) of the Regulations.

As per regulation 21(14) of the Regulations, the successful bidders shall be issued shares in the form of book-entry securities to be credited in their respective CDS accounts. All the eligible investors shall, therefore, provide their CDC account numbers in the bid application.

The Bidders may fill-in the part of the Bidding Form under the heading, “Dividend Mandate” to enable the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.

2.3 ROLE AND FUNCTIONS OF THE BOOK RUNNER

The Book Runner to the Issue shall:

ensure that necessary infrastructure and electronic system is available to accept bids and to undertake the whole Book Building in a fair, efficient and transparent manner;

ensure that it is financially capable for honoring its commitments arising out of defaults by their client investors, if any;

collect Margin Money and subscription money from the Bidders in the manner as mentioned in the Regulations;

use the software provided by the Designated Institution for the Book Building on such terms and conditions as may be agreed through an agreement in writing;

ensure that the software used for Book Building is based on Dutch Auction Method for display of the order book and determination of the strike price;

ensure that the bidders can access the System and can revise their bids electronically using the user ID and the password;

ensure that it has established not less than two Bid Collection Centers in Karachi and at least one Bid Collection Centre in all major cities of the country at least in the Federal Capital and all the provincial capitals;

enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building Portion;


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maintain record of all the bids received;

ensure that it has obtained list and Unique Identification Numbers of the associated companies and associated undertakings of the Issuer;

ensure that names and Unique Identification Numbers of the associated companies and associated undertakings of the Issuer are entered and capped at five per cent (5%) into the system before commencement of the Bidding Period;

ensure that no bid in aggregate exceeding five per cent (5%) is made by the associated companies and associated undertakings of the Issuer;

ensure that it has obtained names and Unique Identification Numbers of the Related Employees of the Issuer, the Book Runner and that names and Unique Identification Numbers of all such employees are entered into the system and blocked for participation in the bidding; and

Ensure that all the Bids received by the Bid Collection Centers are entered into the system developed by the Designated Institution for the purpose of Book Building within the prescribed time.

Bid Collection Centers

The Book Runner has established bid collection centers at the following addresses:

Bid Collection Centers Karachi

Contact Person: Omair Marghoob Contact Person: Ammad Tahir Mobile Number: 0321 821 0505 Direct Number: 021 3243 3542

Direct Number: 021 3246 5891 PABX Number: 021 111 245 111 PABX Number: 021 111 245 111 Fax Number: 021 3242 9653 Fax Number: 021 3242 9653 Email: [email protected] Email: [email protected] Postal Address: Naya Nazimabad, Mangophir Road,

Karachi Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi

Lahore Islamabad Contact Person: Muhammad Waleed Rahmani Contact Person: Muhammad Nouman Zamurrad Mobile Number: 0321 821 0504 Mobile Number: 0321 821 0507 Email: [email protected] Direct Number: 051 260 5624 Ext: 8150 Postal Address: Room # 220, Arif Habib Limited,

Lahore Stock Exchange, Lahore Email: [email protected]

Postal Address: Jinnah Avenue, Roshan Center, Blue Area, Islamabad

Peshawar Quetta Contact Person: Amjad Khan Contact Person: Farrukh Javed Mobile Number: 0321 821 0508 Mobile Number: 0321 821 0503

Direct Number: 091 525 0502 Direct Number: 081 8265612 081 Email: [email protected] Email: [email protected] Postal Address: Main Saddar Road, near State Bank,

Peshawar Postal Address: DIB Quetta Main Branch, 030 Ward

No. 15 M.A. Jinnah Road, Quetta







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2.3 INTEREST OF BOOK RUNNER, LEAD MANAGER & ARRANGER IN THE ISSUE AND THE ISSUER OTHER

THAN ITS ROLE AS A BOOK RUNNER, LEAD MANAGER & ARRANGER

The Book Runner, Lead Manager & Arranger is deemed to be interested to the extent of fees payable to it by the Issuer for the services of Book Runner, Lead Manager & Arranger to the Issue. The Book Runner, Lead Manager & Arranger has no other interest in any property or profits of the Company.

2.4 OPENING AND CLOSING OF REGISTRATION PERIOD

The Registration period shall be for Five (5) working days i.e. 12/01/2017 to 13/01/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on 16/01/2017.

REGISTRATION PERIOD

Thursday, January 12, 2017 9:00am to 5:00pm

Friday, January 13, 2017 9:00am to 5:00pm

Monday, January 16, 2017 9:00am to 5:00pm

Tuesday, January 17, 2017 9:00am to 5:00pm

Wednesday, January 18, 2017 9:00am to 3:00pm

2.5 OPENING AND CLOSING OF THE BIDDING PERIOD

The Bidding Period shall be for Two (2) working days i.e. Tuesday, January 17, 2017 and Wednesday, January 18, 2017. The bidding will commence at 09:00 am and shall close at 05:00 pm on both days.

BIDDING PROCESS STARTS ON Tuesday, January 17, 2017 (9:00 AM to 5:00 PM)

BIDDING PROCESS ENDS ON Wednesday, January 18, 2017 (9:00 AM to 5:00 PM)

2.6 ELIGIBILITY TO PARTICIPATE IN BIDDING

Eligible Investors who can place their bids in the Book Building process includes local and foreign Individual and Institutional Investors whose Bid Amount is not less than PKR 1,000,000 (Rupees One Million only).

2.7 INFORMATION FOR BIDDERS

The Prospectus for issue of shares has been duly cleared by PSX and approved by SECP.

The Prospectus, Registration Forms and the Bidding Forms can be obtained from the Registered Office of Roshan Packages and AHL and the designated Bid Collection Centers. Prospectus, Registration Forms and Bidding Forms can also be downloaded from the following websites of the Book Runner and the Company i.e. http://www.arifhabibltd.com and http://www.roshanpackages.com.pk.


http://www.roshanpackages.com.pk/


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Eligible investors who are interested in subscribing to the Ordinary Shares of the Issuer should approach the Book Runner at the addresses provided in paragraph 2.4 for registration for submitting their Bids.

THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES PROVIDED IN PARAGRAPH 2.4. FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE SEE PARA 2.10.

THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.4 OR THROUGH ONLINE SYSTEM USING THE USER ID AND PASSWORD ISSUED AT THE TIME OF REGISTERATION OF ELIGIBLE INVESTOR.

REGISTERED INVETORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY ACCESSING THE DESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID AND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY PSX

EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH EACH ADDITIONAL PAYMENT FORM.

ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF DUBAI ISLAMIC BANK CAN USE THE ONLINE TRANSFER FACILITY (PAY ORDER OR DEMAND DRAFT MAY BE DEPOSITED AT ANY BRANCH OF DUBAI ISLAMIC BANK AND EVIDENCE TO BE SUBMITTED TO THE BOOK RUNNER) TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT DUBAI ISLAMIC BANK.

2.8 REGISTRATION FORM AND PROCEDURE FOR REGISTRATION

Standardized Registration Form has been prescribed by the Issuer. Registration Form shall be submitted at the Bid Collection Centers in person on addresses given in paragraph 2.4 on the standard Registration Form duly filled in. The Registration Form shall be serially numbered at the bid collection centers and date and time stamped at the time of collection of the same from the Bidders.

Upon completion and submission of the Registration Form, the bidders are deemed to have authorized the Issuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the Supplement to the Prospectus in the newspapers in which Prospectus was published and filing the Supplement with the PSX and the SECP, without prior or subsequent notice of such changes to the bidders.

The registration procedure under the Book Building process is outlined below:

─ The Registration period shall be for Five (5) working days i.e. 12/01/2017 to 17/01/2017 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on 18/01/2017.

─ The Registration Form shall be issued in duplicate signed by the Bidder and countersigned by the Book Runner, with first copy for the Book Runner, and the second copy for the Bidder.

─ The Registration Form shall be submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph 2.4 on the standard Registration Form duly filled in and signed in duplicate.

─ Upon registration of the bidders, PSX shall assign and communicate User ID and password to the bidders via email on the email address provided by them in the Registration Form.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runners shall not be challengeable by the bidder or its associates.

─ Bid amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay order and online transfer. In case of Online Transfer, the bidders are requested to submit a bank


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receipt evidencing transfer of the bid money into the Issuer’s designated bank account. Please note that cash must not be deposited either directly or through online transfer in the Issuer’s designated bank account.

─ The pay order shall be made in favor of “Roshan Packages Limited (Book Building)”. For online transfer the payment shall be made into account 0040093004 being maintained in Dubai Islamic Bank – Gulberg Branch, Lahore with the Account Title “Roshan Packages Limited (Book Building)”. Please note that online transfer facility shall only be allowed to Dubai Islamic Bank customers.

─ Please note that third party instruments will not be accepted for Margin Money.

o In case of intra city payment instruments, the bidders shall ensure that the payment instruments are made “Payable at any Branch”. Intra city payment instruments that are not made “Payable at any Branch” will not be accepted.

─ The Book Runners shall collect an amount of 100% of the Application Money as Margin Money in respect of bids placed by Individual Investors.

─ The Book Runners shall collect an amount of not less than 25% of the Application Money as Margin Money in respect of bids placed by Institutional Investors.

─ The Bidder shall provide a valid email address in the Registration Form so that the relevant ID and password can be emailed to them upon registration.

─ The Bidders can use the User ID and password to directly place, revise or withdraw their bids online.

2.9 PROCEDURE FOR BIDDING

Standardized Bidding Form has been prescribed by the Issuer.

Registered Investors can submit their bids in person or through representatives at the Bid Collection Centers during the bidding dates or can place their bids online at https://bkb.psx.com.pk using the user ID and password received by them over email upon registration with the Book Runner.

The bidding procedure under the Book Building process is outlined below:

─ Bids can be placed at “Limit Price” or “Step Bid”. An Eligible Investor shall not place a bid provided that the minimum size of a limit bid shall not be less than PKR 1,000,000/- (One Million Rupees) and in case of a Step Bid, the amount of any step shall also not be less than PKR 1,000,000/- (One Million Rupees).

─ In addition to the procedure provided in regulation 13(2) of the Book Building Regulations, 2015, the investors may place their bids through any of the Bid Collection Centers.

─ The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the bid money into the Issuer’s designated bank account.

─ On receipt of bid application in accordance with aforementioned clause, the Book Runner shall enter Bid into the System and issue to the bidder an electronic receipt bearing name of the book runner, name of the bidding center, date and time.

─ The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period. The bids shall be collected and entered into the system by the Book-Runner till 05:00 p.m. on the last day of the bidding period.

─ The registered investors shall have the right

https://bkb.psx.com.pk/


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o to withdraw their bids till 04:00 p.m. on last day of the bidding period either manually through the Bid Collection Centers or electronically through direct access to the system. No withdrawal shall be allowed after 4:00 p.m. on last day of the bidding period; and

o to revise their bids any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period. However, no downward revision shall be allowed after 4:00 p.m. on last day of the bidding period as per Regulation No. 20(3)(2)(iv),.

─ The Book Runner shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by the individual investors and not less than twenty-five percent (25%) of the Bid Amount as Margin Money in respect of bids placed by the Institutional Investors.

─ Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third party payment instruments shall not be accepted.

─ The Book Runner may on its own discretion accept bid without Margin Money provided Book Building Portion is fully underwritten at least at the Floor Price by the Book Runner.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its associates.

─ PSX shall, through the system, display live throughout the bidding period an order book in descending order showing demand for shares at various prices and the accumulated number of shares bid for along with percentage of the total shares offered. The order book should also show the revised bids and the bids withdrawn. The order book shall be accessible through website of PSX

─ At the close of the Bidding Period, Strike Price shall be determined on the basis of Dutch Auction Method.

─ Once the Strike Price is determined all those bidders whose bids are found successful shall become entitled for allotment of shares.

─ The bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price and the differential shall be refunded.

─ In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis as per regulation 7(2) of the Regulations. The procedure for allotment of shares to successful bidders is mentioned in sections 2.21 and 2.22 of the Prospectus.

─ The bidders who have made bids below the Strike Price shall not qualify for allotment of shares and their Margin Money will be refunded within five (5) working days of the close of the bidding period.

─ Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, the Strike Price and the number of shares provisionally allotted to each of them. The successful institutional bidders shall, within three (3) working days of the closing of the bidding period, deposit the balance amount as consideration against allotment of shares. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner under regulation 21(12) of the Regulations.

─ Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription money from the successful bidders, however, shares to such bidders shall be credited at the time of credit and dispatch of shares out of the retail portion.

─ The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the Registration Form.


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─ The Designated Institution shall continue to display on its website, the data pertaining to the Book Building and determination of the Strike Price for a period of at least three working days after closure of the bidding period

─ The Book-Runner shall ensure that subscription money received against the bids accepted shall not be released to the Issuer by the Banker to the Book Building Portion until:

o credit or dispatch of all shares allocated under the retail portion of the issue; and

o issuance of NOC by the Stock Exchanges

2.10 RESTRICTIONS

Restriction on Related Employees

Related employees are not allowed to participate in the bidding for shares. Related employees include the employees of the Issuer and the Book Runner who are directly involved in the Issue. (List of related employees may be seen at para 2.27).

Restriction on Eligible Investors

An Eligible Investor shall not make:

─ bid below the Floor Price;

─ a bid for more than 10% of the shares allocated under the Book Building Portion;

─ a bid with price variation of more than 20% of the prevailing Indicative Strike Price, subject to the provision of clause (a) above;

─ a consolidated bid; and / or

─ more than one bid neither severally nor jointly.

Bids from associated companies and associated undertakings of the Issuer, shall not be accepted for shares in excess of five percent (5%), in aggregate, of the Book Building Portion.

To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall obtain from the Issuer, list of associated companies and associated undertakings of the Issuer before commencement of the Bidding Period along with their respective Unique Identification Numbers, to be entered and capped at five percent (5%) cumulatively in the Book Building system before commencement of the Bidding Period. The Book Runner shall make sure that the said list has been provided to the Designated Institution for entry and capping in the Book Building system and to the employees deployed at the Bid Collection Centers for collection and entry of bids thereof in the system.

2.11 BANK ACCOUNT FOR BOOK BUILDING AND PUBLIC PORTION

The Issuer has opened two separate bank accounts for collection of applications’ money, one each for the Book Building Portion and the General Public Portion of the Issue.

The Bidders shall draw demand draft or pay order in favor of “Roshan Packages Limited (Book Building)”. For online

transfer facility (pay order or demand draft may be deposited at any branch of Dubai Islamic Bank evidence to be

submitted to the book runner), the payment shall be made into account 0040093004 which has been opened at

Dubai Islamic Bank (“Collection Bank”). The Collection Bank shall keep and maintain the bid money in the said

account. Once the Strike Price is determined and list of successful bidders/allottees is finalized, the Lead Manager,

after obtaining NOC from PSX, may request in writing to the collection bank for transfer of the money of successful


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and accepted applications to the Issuers’ account(s). Please note that third party payment instruments will not be

accepted.

2.12 PAYMENT INTO THE BOOK BUILDING ACCOUNT

The Bidders shall draw a demand draft or pay order favoring “Roshan Packages Limited (Book Building)” or Online Transfer of the bid money into the Book Building account 0040093004 and submit the demand draft, pay order or bank receipt at the designated Bid Collection Centers either in person or through facsimile along with a duly filled in Registration Form.

For online transfer the payment shall be made into account 0040093004 being maintained at Dubai Islamic Bank – Gulberg Branch, Lahore with the Account Title “Roshan Packages Limited (Book Building)”. Please note that online transfer facility shall only be allowed for Dubai Islamic Bank customers.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM/REGISTRATION FORM AT THE BID COLLECTION CENTER NOR DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE ISSUER’S DEISGNATED BANK ACCOUNT. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRANSFER DRAWN / TRANSFER IN FAVOR OF “ROSHAN PACKAGES LIMITED (BOOK BUILDING)” IN A MANNER ACCEPTABLE TO THE BOOK RUNNER.

Since the investors can bid for shares through Limit Bid or a Step Bid therefore payment procedure is explained below for all these methods:

PAYMENT FOR LIMIT BID

If investors are placing their bids through Limit Bid then they shall deposit the Margin Money based on the number of shares they are bidding for at their stated bid price.

For instance, if an investor is applying for 2 million shares at a price of PKR 37.00 per share, then the total Application Money would amount to PKR 74 million. In such a case, (i) Individual Investor shall deposit PKR 74 million in the Book Building account as the bid amount which is 100% of PKR 74 million; and (ii) Institutional Investor shall deposit at least PKR 18.5 million in the Book Building account as the Margin Money which is 25% of PKR 74 million.

PAYMENT FOR STEP BID

If an investor is placing a Step Bid which is a series of Limit bid at increasing prices, then he/she/it shall deposit the Margin Money / bid money based on the total number of shares he/she/it is bidding for at his/her/its stated bid prices.

For instance, if the investor bids for 0.50 million shares at PKR 36.00 per share, 1.00 million shares at PKR 38.00 per share and 1.50 million shares at PKR 40.00 per share, then in essence the investor has placed one Step Bid comprising three limit bids at increasing prices. The Application Money would amount to PKR 116 million, which is the sum of the products of the number of shares bid for and the bid price of each limit bid. In such a case, (i) Individual Investors shall deposit PKR 116 million in the Book Building Account as bid amount which is 100% of PKR 116 million and (ii) Institutional Investors shall deposit at least PKR 29 million in the Book Building Account as Margin Money which is 25% of PKR 116 million.

2.13 PAYMENT BY FOREIGN INVESTORS

Foreign investors may subscribe using their Special Convertible Rupee Accounts (“SCRA”), as set out under Chapter 20 of the State Bank of Pakistan’s Foreign Exchange Manual 2002. Under section 7(i) of Chapter 20, Companies


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issuing shares out of the new public offers on repatriable basis as permitted under sub para (B)(I) of paragraph 6 may open foreign currency collection accounts with Banks abroad or in Pakistan for receiving the subscription in foreign currency. This may also allow refunds from these accounts to unsuccessful applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being offered by the Company. Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There are no restrictions on repatriation on sale (disinvestment) and dividend proceeds. Underlying client names / beneficial owners are required to be disclosed at depository level.

Key Documents required for individual(s) are: Account opening request

Passport / ID

General documentation required for opening of SCRA account by Corporate Bidders is: Account opening request

Board Resolution & Signatories list

Passport / ID of Board of Directors

Passport / ID of all authorized signatories

Certificate of Incorporation (COI) or equivalent documents like Trade Registry Certificate, Business Registration Certificate, and Certificate of Commencement of Business

Memorandum & Articles of Association

Withholding tax registration certificate / Certificate of country of domicile of client

Latest Annual Report

List of Board of Directors

List of Shareholders (greater than 10% holdings) and key officers

It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request the procedure from each relative institution.

Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking channels. Such a proof shall be submitted along with the application by the foreign investors.

2.14 REVISION OF BIDS BY THE BIDDER

The registered investors may revise their Bids any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

An investor will not be allowed to place or revise a bid with a price variation of more than 20% of the prevailing indicative strike price. NO DOWNWARD REVISION SHALL BE ALLOWED AFTER 4:00 P.M. ON LAST DAY OF THE BIDDING PERIOD.


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2.15 TWENTY PERCENT (20%) PRICE BAND MECHANISM

An investor will not be allowed to place or revise a bid with a price variation of more than twenty percent (20%) of the prevailing Indicative Strike Price subject to floor price i.e. Bid Price must not be below the Floor Price. Please note that the Indicative Strike Price may not be constant and may keep on changing during the bidding period. Therefore, the 20% range will also change with the Indicative Strike Price.

For Example, if the floor price is PKR 35.0 per share and Indicative Strike Price at any given point in time during the bidding period is PKR 35.0 per share, registered bidders may place or revise their bids from PKR 35.0 per share to PKR 42.0 per share. If at any given point in time during the bidding period, the Indicative Strike Price changes from PKR 35.0 per share to PKR 38.0 per share, the registered bidders may place or revise their bids from PKR 35.0 per share to PKR 45.6 per share.

Please note that the 20% range on the lower side cannot go below the floor price. The price range of 20% applicable at any given point in time during the bidding period will also be displayed on the bid screen available at the website of PSX.

2.16 REJECTION OF BIDS BY THE BOOK RUNNER

In terms of regulation 21(5) of Chapter V of the Book Building Regulations, 2015, the Book Runner may reject any Bid placed by a Bidder for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the Bidder or any of its associates.

2.17 WITHDRAWAL OF BIDS BY THE BIDDER

The registered investors shall have the right to withdraw their bids till 04:00 p.m. on last day of the Bidding Period either manually through the Bid Collection Centers or electronically through direct access to the system. NO WITHDRAWAL SHALL BE ALLOWED AFTER 4:00 P.M. ON LAST DAY OF THE BIDDING PERIOD.

2.18 WITHDRAWAL OF ISSUE BY THE ISSUER

According to regulation 5(6) of the Regulations, in case the Issuer does not receive bids for the number of shares allocated under the Book Building Portion at the Floor Price, the offer shall be cancelled and the same shall be immediately intimated to the Commission, the securities exchange and the Designated Institution and the Margin Money shall be refunded to the bidders immediately but not later than two (2) working days of the closing of the Bidding Period.

The Book Building process will be considered as cancelled if the total number of bids received is less than forty (40).

2.19 MECHANISM FOR DETERMINATION OF STRIKE PRICE

At the close of the bidding period, Strike Price shall be determined on the basis of Dutch Auction Method by the System. Under this methodology, the Strike Price is determined by lowering the price to the extent that the total number of shares offered is subscribed.


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The Order book shall display the bid prices in a tabular form in descending order along with the number of shares bid for and the cumulative number of shares at each price level.

The mechanism for determination of the Strike Price can be understood by the following illustration:

Number of shares being Offered through the Book Building: 24,375,000 Ordinary Shares

Floor Price: PKR 35.00 per share

Bidding Period: From January 17, 2017 to January 18, 2017

Bidding Time: 9:00am - 5:00pm

Bid Withdrawal Time: 9:00 am – 5:00 pm on all days and till 4:00 pm on last day

Bidding Revision Time: 9:00am - 5:00pm on all days*

*Downward Revision Time: 9:00 am – 5:00 pm on all days except the last day and till 4:00 pm on last day

On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the Strike Price would be set at PKR 61.50 per share to sell the required quantity of 24,375,000 ordinary shares.

At PKR 68.00 per share, investors are willing to buy 2,400,000 shares. Since 21,975,000 shares are still available, therefore the price will be set lower.





BidderPrice

(PKR/Share)

Quantity

(Shares)

Cummulative

Number of SharesCategory of Order

Institution A 68.0 2,400,000 2,400,000 Limit Price

Institution B 67.5 2,000,000 4,400,000 Limit Price

Institution C 67.0 2,300,000 4,700,000 Limit Price

HNWI A 66.5 2,200,000 6,900,000 Step Bid

Institution D 66.0 2,250,000 9,150,000 Limit Price

Institution E 65.5 2,350,000 11,500,000 Limit Price

HNWI B 65.0 1,875,000 13,375,000 Limit Price

HNWI A 64.5 1,900,000 15,275,000 Step Bid

Institution G 64.0 2,200,000 17,475,000 Limit Price

HNWI C 63.5 1,900,000 19,375,000 Limit Price

Institution F 63.0 1,875,000 21,250,000 Step Bid

Institution G 62.5 2,275,000 23,525,000 Limit Price

HNWI D 62.0 1,200,000 22,450,000 Step Bid

HNWI E 61.5 2,000,000 24,450,000 Limit Price

Institution F 61.0 1,350,000 25,800,000 Step Bid

HNWI D 60.5 1,875,000 27,675,000 Step Bid

HNWI F 60.0 1,900,000 29,575,000 Limit Price

Bid Withdrawn Strike Price determined through Dutch Auction

Method

Bid has been revised and

placed at PKR

64/share

Total shares subscribed


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At PKR 61.50 per share, investors are willing to buy 2,000,000 shares. Since after bidding for 2,350,000 shares at PKR 37.50 per share, no shares will be available therefore the Strike Price will be set at PKR 37.50 per share for the entire lot of 24,375,000 shares.

The bidders who have placed bids at prices above the Strike Price (which in this illustration is PKR 61.50 per share), will become entitled for allotment of shares at the Strike Price and the differential would be refunded.

Investors who have bid below PKR 61.50 per share do not qualify for allotment and their money would be refunded.

After allotment in the aforementioned manner, 75,000 shares are still available for allotment. These shares will be allotted to Bidders who have placed bid(s) at 61.50 per share, however for the purpose of allotment of these 75,000 shares, preference will be given to the Bidder who has placed the bid earlier.

2.20 BASIS OF ALLOTMENT OF SHARES

Once the Strike Price is determined all those bidders whose bids have been found successful shall become entitled for allotment of shares. For allocation of shares priority shall be given to the bids placed at the highest price. The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike Price and the differential, if any, will be refunded. The bidders, who have made bids below the Strike Price, shall not qualify for allotment of shares and their Margin Money shall be refunded.

In case the Bids received are sufficient to allot the total number of shares offered for sale under the Book Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the highest price shall be considered first for allotment of shares.

For the purpose of allotment of shares, the bid(s) made at the price determined / discovered as Strike Price through the Book Building process shall be ranked equally and preference will be given to the bidder who has made the bid earlier.

In case bids received at the Strike Price exceeds the number of shares allocated under the Book Building, then preference will be given to the bidders who have made the bid earlier.

Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription money from the successful bidders; however, shares to such bidders shall be credited at the time of credit and dispatch of shares out of the retail portion of the issue to successful applicants as per regulation 21(13) of the Regulations.


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2.21 REFUND OF MARGIN MONEY

Investors that place Bids lower than the Strike Price shall not be eligible for allotment of shares. Margin Money of the unsuccessful Bidders shall be refunded within five (5) working days of the close of the bidding period as required under Regulation 21(11) of the Regulations.

The bidders, who have made bids at prices above the Strike Price, will be issued shares at the Strike Price and the differential will be refunded, where required.

2.22 UNDERWRITING

After determination of the Strike Price the Book Runner shall within two (2) working days of the closing of the bidding period enter into an Underwriting Agreement with the Issuer indicating the number of shares that the Book Runner would underwrite at the Strike Price and the Underwriting Commission / Fee to be charged.

2.23 PUBLICATION OF SUPPLEMENT TO THE PROSPECTUS

In accordance with the regulation 4(x) of the Regulations within five (5) working days of the closing of the Bidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and also disseminated through securities exchange where shares are to be listed.

Supplement to the Prospectus would contain information relating to the Strike Price, the Offer Price, names of the Underwriters for the Retail Portion of the Issue, Underwriting Commission, and Category-wise breakup of the successful bidders along with the number of shares provisionally allocated to them. Format of the Supplement is given on page 2 of this Prospectus.

Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the Prospectus but not earlier than seven (7) days of such publication.

2.24 INTEREST OF THE LEAD MANAGER, ARRANGER AND BOOK RUNNER

The Lead Manager, Arranger and Book Runner has no interest in the Issue and Issuer other than its role as a Lead Manager, Arranger and Book Runner to the Issue.

2.25 ASSOCIATED UNDERTAKINGS, COMPANIES AND EMPLOYEES

Associated Companies

Name of Company Status CUIN NTN

1 Roshan Enterprises Associate 904 0667196-9

2 Urdu Digest Publications Associate 1397 1352098-9

3 Roshan Sun Tao Paper Mills (Pvt.) Ltd. Subsidiary 0097135 7202815-7

4 Abacus Consulting Technology (Pvt.) Ltd. Associate 31490 0801530-9

5 Abacus Consulting (Pvt.) Ltd. Associate 37690 2771806-9

6 Abacus ELS (Pvt.) Ltd. Associate 58163 2780350-3

7 Amos Global (Pvt.) Ltd. Associate 42584 1423393-2

8 Kasur Farms (Pvt.) Ltd. Associate 14393 3112252-3


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9 Quaid-e-Azam Thermal Power (Pvt.) Ltd. Associate 92611 4421311-5

10 National Power Parks Management Company Ltd.

Associate 92235 4430927-9

11 Orbit Developers (Pvt.) Ltd. Associate 0080556 4244479-9

12 Edge marketing (Pvt.) Ltd. Associate 0080129 4278039-0

Note: As required under regulation 5(8) of the Regulations, the Associated Companies and Associated Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book Building Portion.

Related Employees of the Company (Roshan Packages Limited)

S. No Name Designation CNIC

1 Mr. Tayyab Aijaz Executive Director (CEO) 35202-5081721-7

2 Mr. Saadat Aijaz Executive Director 35202-4906906-7

3 Mr. Zaki Aijaz Executive Director 35202-1678589-3

4 Mr. Khalid Eijaz Qureshi Non-Executive Director 42201-6479816-5

5 Mr. Quasim Aijaz Non-Executive Director 38401-3329534-5

6 Mr. Malik Asad Ali Khan Independent Director 35200-1482346-9

7 Mr. Muhammad Naveed Tariq Independent Director 35202-2719354-1

8 Syed Hamza Gillani Chief Financial Officer 35202-5344533-3

9 Mr. Muhammad Adil Company Secretary 34201-8438986-1

10 Mr. Muhammad Ahsan Riaz Manager Accounts 36302-6893217-9

11 Mr. Muhammad Faisal Farooq Deputy Manager Accounts 35202-2757612-5

12 Ms. Rabia Sharif Finance Officer 35202-0926532-4

Related employees of the Lead Manager, Arranger and Book Runner (Arif Habib Limited)

S. No Name Designation CNIC

1 Mr. Shahid Ali Habib Chief Executive Officer 42301-0870728-7

2 Syed Kashif ul Hassan Shah MD, Investment Banking 42301-2295321-7

3 Mr. Rafique Bhundi Sr. Vice President, Investment Banking 42201-2497903-1

4 Mr. Ahmed Rajani Vice President, Investment Banking 42201-4832681-5

5 Syed Saquib Ali Vice President, Investment Banking 42201-4292146-1

6 Mr. Dabeer Hasan Sr. Associate, Investment Banking 42501-2199469-5

7 Mr. Ammad Tahir Sr. Associate, Investment Banking 56302-9084284-5

8 Mr. Abdul Qadir Associate, Investment Banking 42301-2989158-1

9 Mr. Yasir Abbas Sr. Analyst, Investment Banking 42201-8200856-7

10 Mr. Omair Talib Marghoob Analyst, Investment Banking 42101-6148583-1

Note: As required under regulation 11 of the Regulations, Related Employees of the Issuer and the Book Runner shall not participate in the bidding for shares.


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2.26 STATEMENT BY ISSUER

October 26th, 2016

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of Roshan Packages Limited (“RPL” or the “Company”), we hereby confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Book Building Regulations, 2015 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in the Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and on behalf of Roshan Packages Limited

-Sd- ____________________ Tayyab Aijaz Chief Executive Officer

-Sd- ____________________ Syed Hamza Gillani Chief Financial Officer


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2.27 STATEMENT BY LEAD MANAGER

December 17th, 2016

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as Lead Manager & Arranger to this Initial Public Offering of Roshan Packages Limited through the Book Building process, I hereby confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Book Building Regulations, 2015 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of my knowledge and belief and that nothing has been concealed.

For and on behalf of Arif Habib Limited

-sd- ____________________________ Shahid Ali Habib

Chief Executive Officer


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2.28 STATEMENT BY THE BOOK RUNNER

December 17th, 2016

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi Being mandated as Book Runner to this Initial Public Offering of Roshan Packages Limited through the Book Building process, I confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Book Building Regulations, 2015 has been disclosed in this Prospectus and that whatever is stated in Prospectus and in the supporting documents is true and correct to the best of my knowledge and belief and that nothing has been concealed.

For and on behalf of Arif Habib Limited

-sd- ____________________________ Shahid Ali Habib



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3 SHARE CAPITAL AND RELATED MATTERS

3.1 SHARE CAPITAL

No. of Shares Shareholder Face Value (PKR)

Premium (PKR)

Total Value (PKR)

150,000,000 AUTHORIZED CAPITAL Ordinary shares of PKR 10/- each

1,500,000,000 - 1,500,000,000

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL OF THE COMPANY

24,836,000

Issued for Cash: Ordinary shares of PKR 10/- each

248,360,000 - 248,360,000

5,103,000

Issued for Consideration Other Than Cash*: Ordinary Shares of PKR 10/- each

51,030,000 - 51,030,000

45,061,000

Issued as Bonus Shares: Ordinary Shares of PKR 10/- each1

450,610,000 - 450,610,000

75,000,000 Total 750,000,000 - 750,000,000

THE ISSUED, SUBSCRIBED & PAID-UP CAPITAL OF ROSHAN PACKAGES LIMITED IS HELD AS FOLLOWS:

Shares held by Sponsors / Directors of the Company

28,854,401 Mr. Tayyab Aijaz 288,544,010 - 288,544,010 12,750,000 Mr. Saadat Aijaz 127,500,000 - 127,500,000 12,752,681 Mr. Zaki Aijaz 127,526,810 - 127,526,810 15,750,000 Mr. Khalid Eijaz Qureshi 157,500,000 - 157,500,000

3,179,214 Mr. Quasim Aijaz 31,792,140 - 31,792,140 Shares held by independent Directors of the Company

2 Mr. Malik Asad Ali Khan 20 - 20 2 Mr. Muhammad Naveed Tariq 20 - 20

Shares held by Sponsor 1,713,700 Mr. Muhammad Jameel 17,137,000 - 17,137,000

75,000,000 Sub-Total 750,000,000 - 750,000,000

Present Issue of Ordinary Shares

24,375,000 Allocations to Institutions / Individual Investors through Book Building process at a Strike Price

243,750,000 [X] [X]

8,125,000 General Public Portion 81,250,000 [X] [X]

32,500,000 Total Present Issue 325,000,000 [X] [X]

107,500,000 Grand Total (Post-IPO) Paid-up Capital 1,075,000,000 [X] [X]

* These shares were issued against land transferred to the Company by Mr. Tayyab Aijaz and Mr. Zaki Aijaz on October 30th, 2012 below its approximate fair value of PKR 75 million at the date of transfer of land. The requirements of Clause 8 of the then Companies (Issue of Capital) Rules 1996 were fully complied in this regard. However, Clause 8(iii) of the then Companies (Issue of Capital) Rules 1996 was not applicable as there was no intangible assets against the above mentioned issue of capital. There has been no other issue of shares otherwise than in cash other than those mentioned above.

1 45, 061,000 interim bonus shares issued on September 23rd, 2016


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Notes:

As per Rule 3 (iv) of the Companies (Issue of Capital) Rules, 1996, the Sponsors of the Company shall retain their entire shareholding in the Company for a period of not less than 12 months from the last date for the public subscription.

As per Rule 3 (v) of the Companies (Issue of Capital) Rules, 1996, the sponsors shall retain at least 25% of the capital of the Company for a period of 3 financial years from the date of public subscription.

As per rule 3(vi) of the Companies (Issue of Capital) Rules, 1996, subject to clause 3(iv) and 3(v), the sponsor of the Company may sell their shareholding through block-sale and shall report the sale of shares, on same day, to PSX.

As per rule 3(vii) of the Companies (Issue of Capital) Rules, 1996, the shares held by sponsors shall be deposited in a CDS account with the Central Depository Company of Pakistan Limited, in blocked form.

In case the Issuer does not receive bids for the number of shares allocated under the Book Building Portion at the Floor Price, the offer shall be cancelled and the same shall be immediately intimated to the Commission, PSX and the Designated Institution and the Margin Money shall be refunded to the respective bidders immediately but not later than two (2) working days of the closing of the Bidding Period as per regulation 5(6) of the Book Building Regulations, 2015.

The Book Building process will be considered as cancelled if the total number of bids received is less than forty (40) in accordance with regulation 5(7) of the Book Building Regulations, 2015.

3.2 OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will open at the commencement of banking hours on January 30, 2017 and will close on January 31, 2017 at the close of banking hours. Please note that online applications can be submitted 24 hours during the subscription period which will close at 12:00 midnight on January 31, 2017.

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United Bank Limited (“UBL”) & Summit Bank Limited (“SMBL”) that are among the Bankers to the Issue. The accountholders of UBL can use UBL net-banking to submit their applications online via link http://www.ubldirect.com/corporate/ebank. SMBL’s account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk.

3.3 INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

Eligible investors include:

Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani Nationality;

Foreign nationals whether living in or outside Pakistan;

Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and existing regulations, as the case may be);

Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their respective Trust Deeds and existing regulations); and

Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.



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3.4 FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS

Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through this Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of the State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares out of new public Issues on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may open foreign currency collection accounts with banks abroad or in Pakistan for receiving the subscription in foreign currency. They may also allow refunds from these accounts to unsuccessful applicants.

Foreign investors do not require any regulatory approvals to invest in the shares being issued through this Prospectus. Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There is no restriction on repatriation of sale proceeds and dividend payouts on shares. Underlying client names/beneficial owners are required to be disclosed at depository level.

Key Documents required for individual(s): Account opening request; and

Passport / ID.

General documentations required for opening of SCRA account by institutional investors are: Account opening request;

Board Resolution & Signatories list;

Passport / ID of Board of Directors;

Passport/ID of all authorized signatories;

Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate, Business Registration Certificate, and Certificate of Commencement of Business);

Memorandum & Articles of Association;

Withholding tax registration certificate / Certificate of country of domicile of client;

Latest Annual Report;

List of Board of Directors; and

List of Shareholders (greater than 10% holdings) and key officers.

It is however pertinent to note that the procedure and requirements of each financial institution with respect to opening of SCRA differs, hence it is advised to make a prior request for the procedure from concerned financial institution.

Payments made by foreign investors must be supported by proof of receipt of foreign currency through normal banking channels. Such proof must be submitted along with the Application by the foreign investors.


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3.5 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE

GENERAL PUBLIC PORTION OF THE ISSUE

The basis and conditions of allotment to the general public shall be as follows:

Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

The minimum amount of application for subscription of 500 shares is the Issue Price x 500 shares.

Application for shares below the total value of Issue Price x 500 shares, whether in physical form or in the book entry form, shall not be entertained.

SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

If the shares issued to the general public are sufficient to accommodate all applications, all applications shall be accommodated.

If the shares applied for by the general public are in excess of the shares being issued to them, the distribution shall be made by computer balloting, in the presence of the representative(s) of PSX in the following manner:

─ If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will be conducted among applications for 500 shares only.

─ If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only.

─ If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applications for 1,500 shares cannot be accommodated, then balloting will be conducted among applications for 1,500 shares only.

─ If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be accommodated, then balloting will be conducted among applications for 2,000 shares only.

─ After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:

o If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro-rata basis.

o If the remaining shares are not sufficient to accommodate all the remaining applications for over 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to each successful applicant.

If the Issue is over-subscribed in terms of amount only, then allotment of shares shall be made in the following manner:

─ First preference will be given to the applicants who applied for 500 shares;

─ Next preference will be given to the applicants who applied for 1,000 shares;

─ Next preference will be given to the applicants who applied for 1,500 shares;

─ Next preference will be given to the applicants who applied for 2,000 shares; and then


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─ After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the applicants who applied for more than 2,000 shares.

Allotment of shares will be subject to scrutiny of applications for subscription of shares.

Applications, which do not meet the above requirements, or applications which are incomplete, will be rejected.

3.6 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Company shall take a decision within ten (10) days of the closure of subscription list as to which applications have been accepted or are successful and refund the money in cases of unaccepted or unsuccessful applications within ten (10) days of the date of such decision, as required under Section 71 of the Ordinance.

As per sub-section (2) of Section 71 of the Ordinance, if refund as required under Sub-section (1) of Section 71 of the Ordinance is not made within the time specified therein, the Issuer shall be liable to repay the money with surcharge at the rate of 1.5%, for every month or part thereof from the expiration of the 15th day and in addition to a fine not exceeding PKR 5,000/- and in case of continuing offense to a further fine not exceeding PKR 100/- per day after the 15th day of which the default continues. Provided that the Issuer shall not be liable if it proves that the default in making the refund was not on its own account and was not due to any misconduct or negligence on its part.

3.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES

The Company will dispatch share certificates to successful applicants through their Bankers to the Issue or by crediting the respective Central Depository System ("CDS") accounts of the successful applicants within thirty (30) days of the close of public subscription as per Listing of Companies and Securities Regulations of the PSX.

Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical scrip on the basis of option exercised by the successful applicants. Shares in the physical scrip shall be dispatched to the Bankers to the Issue within thirty (30) days from the date of close of subscription list, whereas scrip less shares shall be directly credited through book- entry in the respective accounts maintained with CDCPL.

The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant columns of the Application Form. In order to exercise the scrip-less option, the applicant(s) should have CDS account at the time of subscription.

If the Company defaults in complying with the above requirements, it shall pay the PSX a penalty of PKR 5,000 per day for every day during which the default continues. The PSX may also notify the fact of such default and the name of the Company by notice and also by publication in its ready-board quotation of the Stock Exchange.

The name of the Company will also be notified to the member of the PSX and placed on the web site of the PSX.

3.8 TRANSFER OF SHARES

PHYSICAL SCRIPS

The shares shall be transferred under Section 76 of the Ordinance. Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall not refuse to transfer any fully paid share unless the transfer deed is, for any reason, defective or invalid or is not accompanied by the relevant share certificate. Provided that the Company shall within thirty (30) days from the date on which the instrument of transfer was lodged with it, notify


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the defect or invalidity to the transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the Company.

TRANSFER UNDER BOOK-ENTRY SYSTEM

The shares maintained in the CDS in the book-entry form shall be transferred in accordance with the provisions of Section 76 of the Ordinance read with Section 77 thereof and the Central Depositories Act, 1997 and the CDCPL Regulations.

3.9 SHARES ISSUED IN PRECEDING YEARS

S. No No. of Shares Issued Consideration Total Value (PKR) Date of Issuance

1 300 Cash 3,000 31/08/2002

2 8,245,700 Cash 82,457,000 29/06/2004

3 1,750,000 Cash 17,500,000 29/06/2007

4 7,340,000 Cash 73,400,000 29/06/2011

5 7,500,000 Cash 75,000,000 29/06/2012

6 5,103,000 Land* 51,030,000 30/10/2012

7 45,601,000 Bonus Shares** 456,010,000 23/09/2016

* These shares were issued against land transferred to the Company by Mr. Tayyab Aijaz and Mr. Zaki Aijaz October 30th, 2012 below its approximate fair value of PKR 75 million at the date of transfer of land. The requirements of Clause 8 of the then Companies (Issue of Capital) Rules 1996 were fully complied in this regard. However, Clause 8(iii) of the Companies (Issue of Capital) Rules 1996 was not applicable as there was no intangible assets against the above mentioned issue of capital.

** 45,601,000 shares were issued to shareholders on September 23rd, 2016 out of the Company’s unappropriated profits as interim bonus shares of 1.505 shares for every 1 share held.

There has been no issue of shares otherwise than in cash other than those mentioned above.

3.10 PRINCIPAL PURPOSE OF THE ISSUE

Roshan Packages Limited intends to issue 32,500,000 shares at a floor price of PKR 35.00 per share to raise PKR 1,137.5 million through this IPO at the Floor Price. The purposes of this issue are:

I. Expansion of its production facilities, in order to meet the expected increase in demand for packaging material produced by the Company – PKR 912,723,252 i.e. approx. 80%

II. To pay off short-term borrowings of the Company – PKR 124,776,748 i.e. approx. 11%

III. To meet part of the increased working capital requirements of the Company – PKR 100,000,000 i.e. approx. 9%

For further details and break-up of the utilization of proceeds towards expansion of the Company’s manufacturing facilities, please refer to section 5.9.


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3.11 UTILIZATION OF PROCEEDS

The issue will generate PKR 1,137.5 million at the Floor Price. A financial summary of the utilization of the funds is given below:

Sources Uses Particulars Amount (PKR) Particulars Amount (PKR) Proceeds from the Initial Public

Offering

1,137,500,000 Expansion in existing

manufacturing facilities 912,723,252

Payment of short-term

borrowings 124,776,748

Working capital 100,000,000

Total 1,137,500,000 Total 1,137,500,000

A brief financial summary of the expansion of the Company’s production facilities are given below:

Sources Uses Particulars Amount (PKR) Particulars Amount (PKR) Internal Funds / Short-Term

Borrowings 193,341,698

Expansion of Corrugation Plant 932,925,974

Bank Loans 800,000,000 Expansion of Flexible Plant 1,401,833,940

Supplier’s Credit 428,694,965

IPO Proceeds 912,723,252

Total 2,334,759,914 Total 2,334,759,914

The breakup of funds utilization above is based on subscription at the Floor Price of PKR 35 per share. Any excess funds received above the Floor Price can be utilized as per the following priorities, considering the quantum of excess subscription amount:

I. payoff short-term and long-term borrowings of Roshan Packages

II. increased working capital requirements

III. any other activity related to the Company’s ongoing operations, as deemed necessary by the board of directors

For further details please refer to Section 5.9.

3.12 INTEREST OF SHAREHOLDERS

None of the holders of the issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the Ordinary shares in the capital of the Company, except to the extent of loans provided by the shareholders to the Company where the shareholders’ interest would also include mark-up on their loans.

As of September 30th, 2016, the Company had PKR 18.1 million of loans outstanding from the directors. The table below lists the breakdown of those loans along with their key terms and conditions:


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Lender Loan Amount (PKR) Mark-up Rate Mark-up Payable Repayment Date

Chief Executive

Loan 1 7,500,000 Average borrowing rate of the Company

Annually

July 1st, 2017

Loan 2 5,720,765 July 1st, 2017

Director 4,912,398 July 6th, 2017

Total 18,133,163

The Company had an average borrowing rate of 7.45% in FY 2016 and 10.91% in FY 2015.

3.13 DIVIDEND POLICY

The Company intends to follow a consistent profit distribution policy for its members, subject to profitability, availability of adequate cash flows, Board’s recommendation and shareholders’ approval.

The rights in respect of capital and dividends attached to each share are and will be the same. The Company in its general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. Dividend, if declared in the general meeting, shall be paid according to the provisions of the Ordinance.

The Directors may from time to time declare interim dividends as appear to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits.

No unpaid dividend shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Ordinance.

Those applicants who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill-in the relevant part of the Shares Subscription Form under the heading, "Dividend Mandate Option".

The Company has issued no dividends over the past years but has issued a 150.5% bonus in FY 2017 to the existing shareholders.

Particulars FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017

Dividend - - - - - -

Bonus - - - - - 150.5%

Please note that there is no restriction on Roshan Packages Limited by any regulatory authority, creditor, stakeholder etc. on the distribution and capitalization of its profits.

3.14 ELIGIBILITY FOR DIVIDEND

The shares issued shall rank pari-passu with the existing shares in all matters of the Company, including the right to such bonus or right issues, and dividend as may be declared by the Company subsequent to the date of issue of such shares.

3.15 DEDUCTION OF ZAKAT

Income Distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time except where the Ordinance does not apply


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to any shareholder or where such shareholder is otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of and as provided in that Ordinance.

3.16 CAPITAL GAINS TAX

Capital gains derived from the sale of listed securities are taxable in the following manner under section 37A of Income Tax Ordinance, 2001:

Tax Rate FY 2017

Holding Period of Securities

Category Tax Year Less than

twelve months

Twelve months or more but less than twenty four

months

Twenty four months or more but acquired on or

after 1st July, 2012

Before 1st July, 2012

Filer 2017 15.00% 12.50% 7.50% 0%

Non - Filer 2017 18.00% 16.00% 11.00% 0%

3.17 WITHHOLDING TAX ON DIVIDENDS

Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case of individuals only. The following are the rates:

For filers of Income Tax Returns: 12.50%

For non-filers of Income Tax Return: 20.0%

3.18 TAX ON BONUS SHARES

As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value of “bonus shares” determined on the basis of the day end ex-price be collected by the Company issuing the “bonus shares”, which will be the final tax liability on such income of the shareholder.

3.19 INCOME TAX

The income of the Company is subject to Income Tax under the Income Tax Ordinance, 2001.

3.20 DEFERRED TAXATION

Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally


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recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.

As per the unconsolidated financial accounts for the year ended September 30, 2016, Roshan Packages had a deferred tax liability of PKR 295,672,712. Roshan Sun Tao has no deferred tax outstanding.

3.21 SALES TAX

Company’s imports of raw materials are subject to 17% sales tax, which is fully adjustable against output tax. Company’s output tax of 17% is applicable on sales of packaging products.

3.22 SALES TAX ON SALE / PURCHASE OF SHARES

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award, the Government of Sindh, Government of Punjab, Government of Khyber Pakhtunkhwa and Government of Baluchistan have promulgated the Sindh Sales Tax on Services Act, 2011, Punjab Sales Tax on Services Act, 2012, Khyber Pakhtunkhwa Sales Tax on services through Khyber Pakhtunkhwa Finance Act, 2013 and the Baluchistan Sales Tax on services Act, 2015 respectively. The Sindh Revenue Board, the Punjab Revenue Authority, and the Khyber Pakhtunkhwa Revenue Authority and the Baluchistan Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax (“SST”), Punjab Sales Tax (“PST”), Khyber Pakhtunkhwa Sales Tax (“KST”) and Baluchistan Sales Tax (“BST”) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber Pakhtunkhwa provinces respectively.

The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on Brokerage at the rate of 13% in Sindh, 16% in Punjab and in Baluchistan and Khyber Pakhtunkhwa the rate is 15%. Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements.

3.23 CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES

Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.

3.24 TAX CREDIT FOR INVESTMENT IN IPO

Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit, as mentioned in the said section, for a tax year in respect of the cost of acquiring in the year, new shares offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the Privatization Commission of Pakistan.

As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding shares has been designated as 24 months to avail tax credit.


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3.25 TAX CREDIT FOR ENLISTMENT

Under Section 65C of the Income tax Ordinance, 2001, tax credit of 20% of the tax payable by the Issuer shall be allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan.

3.26 JUSTIFICATION FOR PREMIUM

The shares of Roshan Packages are being offered at Floor Price of PKR 35.00 per share which is at a premium of PKR 25.00 per share to the face value of PKR 10.00 per share. The rationale for this premium is set out below:

3.26.1 Strong Growth Profile and Expanding Capacity

The Company’s sales and income witnessed a steady growth over the recent past as a result of increasing capacity,

continuous product development, expanding product portfolio, and an improving customer profile. Since 2009, sales

grew at a compounded annual growth rate (“CAGR”) of approx. 31% and profit after tax grew at a CAGR of c. 48%.

The Company’s, already one of the largest producer of corrugated packaging in 2011, established a plant for flexible

packaging products in that year and utilized its existing customer relationships to diversify into a greater product

range and grow sales by approx. 60% in a single year.

Roshan Packages has faced capacity shortage since FY 2015 on account of continuously growing sales, and thus was

only able to grow only marginally in FY 2016. Consequently, the Company has decided to invest heavily to expand

capacity in order to keep pace with a rapidly growing market while also being able to cater to more customers and

add further lines of products.

Roshan Packages installed new machinery in its flexible division in last quarter of FY 2016 and is currently adding

capacity in its corrugated division that is expected to become operational during FY 2017. The Company increased

capacity in its flexible division from 3,600 metric tons to 10,800 metric tons during FY 2016 and will add additional

machinery during FY 2017 to increase capacity to 12,240 metric tons while also expanding capacity in its corrugated

division from 36,000 metric tons to 60,000 metric tons. The total expansion is estimated to cost c. PKR 2.3 billion out

of which the Company has already invested c. PKR 1.4 billion.

The Company has also received several awards in the past from AllWorld Network, in collaboration with Harvard Business School, for its outstanding growth achievements:

553 1,060 1,389

2,220 2,740 3,066

3,568 3,622

17

45 79

142

139 100

133 262

-

1,000

2,000

3,000

4,000

2009 2010 2011 2012 2013 2014 2015 2016

Sales and Profit after taxes of Roshan Packages FY 2009 - FY 2016(PKR millions)

Revenue Profit after taxes


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Ranked 23rd in Pakistan under 25 Fastest Growing Companies of Pakistan (2010)

Ranked 37th in 100 Fastest Growing Companies of Pakistan - 2011

Ranked 25th in Pakistan under 500 Fastest Growing Companies of Arabia Region – 2011

Ranked 23rd in Pakistan under 500 Fastest Growing Companies of Arabia Region (2012)

Ranked 26th in 100 Fastest Growing Companies of Pakistan (2013)

For further details on the Company, its product categories, manufacturing plants, historical operations, and expansion plans, please refer to section 5.

3.26.2 World Class Infrastructure

Roshan Packages’ integrated plants are equipped with cutting edge technology, such as EMBA 170 QS, Rotogravuer

printing machine and extrusion machine by Windmoller & Holscher, a leader in the design, manufacture, and

distribution of flexographic and gravure printing presses, and BHS corrugator from BHS Germany (which will be

installed during FY 2017), a world leader in corrugated manufacturing machinery. These advanced machinery enable

synchronization between machine-to-machine systems and production planning, aligning engineering and

production operations. They drastically reduce wastage and increase operational and material usage efficiency.

The Company’s state-of-the-art equipment is managed by their veteran human capital, which not only enables the

Company to make innovations to their product portfolio, but also ensures sustainability in longer run at a very

competitive cost.

For further details on the Company’s manufacturing plants and expansion plans, please refer to section 5.4 and 5.9 respectively.

3.26.3 Roshan Sun Tao Paper Mill

Roshan Packages is in process of setting up a dedicated corrugated paper manufacturing facility in joint-venture with Shandong Yongtai Paper Mill Company Limited (“Shandong Yongtai”), a Chinese corrugated paper manufacturer. The subsidiary, Roshan Sun Tao Paper Mill, will produce high quality liner and fluting, replacing the expensive raw materials for that Roshan Packages has had to import for its corrugated division due to lack of high quality materials available locally. Furthermore, the paper mill will sell a significant portion of its produce in the market, catering to the rapidly growing paper industry in Pakistan while also possessing the ability to export its paper to international markets.

The project will have a capacity of 137,000 metric tons and includes a dedicated 12 Mega Watt cogeneration coal based power plant designed to meet the power and steam requirements of the paper mill.

The Project, with an expected cost of approx. PKR 4 billion, is estimated to be operational by FY 2019. As of September 30th, 2016, Roshan Packages has invested PKR 200.56 million and Shandong Yongtai has invested PKR 136.1 million to acquire land and machinery for the paper mill. Roshan Packages has also secured a Syndicated Islamic Term Finance facility from a consortium comprising of Dubai Islamic Bank, Meezan Bank, and Askari Bank to provide up to PKR 2,400 million in debt financing and, potentially, PKR 400 million of working capital financing.

Once operational, Roshan Sun Tao is expected to contribute significantly to Roshan Packages in terms of increasing sales, a larger and diversified network of customers, and cost-efficiencies generated by using internally generated, high quality raw materials.


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Moreover, according to the terms of the joint-venture agreement with Shandong Yongtai, Roshan Packages will share 45% of the equity portion of the project cost while retaining 60% equity ownership, while Shandong Yongtai will invest 55% of the equity portion of the project cost and hold 40% equity.

3.26.4 Exposure to Rapidly Growing Fast Moving Consumer Goods Industry

Roshan Packages generated 64% of its total sales for FY 2016 from the Fast Moving Consumer Goods (“FMCG”) industry, one of the fastest growing industrial sectors in Pakistan. The Company’s key clientele, such as Pepsi-Cola International and Unilever Pakistan, have seen consistent sales growth over the past several years, the effects of which have spilled over to indirectly benefit Roshan Packages, the provider of packaging solutions for the products sold by those companies.

Growth in the FMCG sector is directly proportional to expansion in the country’s Gross Domestic Product and personal incomes, increase in the global middle class, and growth in overall consumer spending. The Asian-Pacific middle-class is expected to triple between 2009 and 2020 2 , the effect of which can be seen through domestic consumer spending, that is forecasted to grow at over 12%3 between 2013 and 2018 whereas the global average has hovered between 2% and 3% since 20104.

Furthermore, the growth will be driven by rising GDP and spill-over effects from China-Pakistan Economic Corridor (“CPEC”), a series of foreign direct investment that will upgrade Pakistan’s infrastructure and develop a wide range of power projects. CPEC will boost business and industrial activities across the country, allow for easier movement of goods and products, and will help ease the chronic shortage of electricity that has held back economic growth. The investments are expected to create millions of jobs, raising the incomes of average consumers, thus accelerating consumer spending.

Keeping the trends of the industry, Roshan Packages has increased its focus towards the FMCG sector in order to take full advantage of future growth.

3.26.5 Strong Customer Relations

Roshan Packages has an illustrious history of maintaining and developing long-term relationships with its clients. Out of a total of over 500 clients, more than 60 have been in business with the Company consistently for over five years, contributing c. 80% to the Company’s overall sales in FY 2016.

2 Source: McKinsey & Company Research: “The Decade Ahead: Trends that will shape the consumer goods industry”, December 2010; https://goo.gl/1rlaCs 3 Source: Statista; The Statistics Portal: Total consumer spending Pakistan from 2013 to 2018; https://www.statista.com/statistics/234804/total-consumer-

spending-in pakistan/ 4 Source: Euromonitor International; Improved Consumer Spending Growth in 2016 but Opportunities Become Harder to Capture;

http://blog.euromonitor.com/2015/12/improved-consumer-spending-growth-in-2016-but-opportunities-will-become-harder-to-capture.html

28%49%

63% 62% 62% 64%

54%36%

25% 25% 28% 28%16% 12% 10% 10% 7% 6%

0%

25%

50%

75%

100%

2011 2012 2013 2014 2015 2016

Mix of Sales by Industry SectorFY 2011 - 2016

FMCG Fruit Others

https://www.statista.com/statistics/234804/total-consumer-spending-in

https://www.statista.com/statistics/234804/total-consumer-spending-in


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Of Roshan Packages’ top ten clients, seven have worked with the Company consistently for more than five years, and their share of total sales increased, signifying the strength of the Company’s relationships and its product offering.

These top clients include some of the biggest corporations and multinationals in Pakistan, such as Pepsi-Cola, Lotte-Kolson, Continental Biscuits, Unilever Pakistan, Chase International, Coronet Foods, and Roshan Enterprises.

The Company has also received several acknowledgements from its clients, which speak to its capability, professional conduct, and the strength of its relationships with its clients.

Unilever Pakistan – On Time Delivery award (2015-2016)

Lotte Kolson (Private) Limited – Top and most trusted supplier award (2008-2016)

Continental Biscuits Limited – Best Vendor Award (2015-2016)

Coronet Foods (Private) Limited – Delivery Performance award (2013-2016)

Cool Industries (Private) Limited – Best Supplier of Packaging Industry (2008-2016)

Singer Pakistan Limited – Best Quality products award (2015-2016)

Lateef Ghee industries (Private) Limited – Best Vendor Award (2015-2016)

3.26.6 Experienced and Qualified Management Team

During the last decade, Roshan Packages’ continuous growth and profitability is a testimony of the skills of its

seasoned and professional management team. The successful completion of the several projects, ranging from

12%

88%

Client Relationships

More than Five Years Others

79%

21%

Revenue Contribution according to Client Relationships (FY 2016)


40%

45%

54% 54%55%

58%

30%

35%

40%

45%

50%

55%

60%

2011 2012 2013 2014 2015 2016

Revenue Contribution by Top 7 Clients


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capacity expansion to backward integration, undertaken by the company along with continuous product

development for the packaging customers in Pakistan have been the key achievements of its management. Their

actions have allowed the Company to grasp a dominant position in market as a leading packaging solution provider.

The continuous training and development of the staff through various training sessions and workshops, another

form of competitive edge, gives a profound view of the company to invest in its human capital.

3.26.7 Strong Controls and Corporate Governance

Corporate governance is best described by management’s philosophy and operating style towards business risk

management, financial reporting, developing human resource and managing different business functions to achieve

organizational objectives. Roshan Packages operates with strong governance through audit, human resource and

steering committees and their regular meetings that set the Company’s strategic direction. The Company’s recent

implementation of SAP provides it robust information system to monitor the supply chain, productivity, operations,

HR, finance and expenses. Adoption of industry’s best practices not only allows the Company to promote

transparency but allows the management to adhere with the applicable financial reporting framework to give a true

and fair view of its business to fulfill the needs of its stakeholders.

Protection of investor’s interest is positively related with the higher quality accounting and auditing functions in

investing organization which can only be assured through employing competent professionals that are invaluable

asset to any business. The Company’s vision in this regard is clearly evident from the fact that it has strong finance

and internal audit departments headed by qualified accountants and finance professionals.


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3.27 PEER GROUP ANALYSIS 5

Company Name 3 Month Average

Price6

Market Cap

LTM Earnings

per Share

Book Value /

Share LTM P/E7 P/B8

Roshan Packages9 35.0010 2,625.00 4.06 33.52 8.6x 1.0x

Packages Limited 746.60 66,731.01 52.35 517.52 14.3x 1.4x

Century Paper & Board Mills 57.40 8,439.62 2.41 40.03 23.8x 1.4x

Tri-Pack Films Limited 280.59 10,887.08 23.91 96.93 11.7x 2.9x

Synthetic Products Enterprises 67.56 5,225.51 4.64 20.97 14.6x 2.8x

Merit Packaging Limited 24.46 985.90 0.08 9.10 297.9x 1.7x

Mean including Merit11 72.5x 2.1x

Mean excluding Merit11 16.1x 1.7x

Roshan Packages’ Floor Price of PKR 35 per share translate to a FY 2016 price to earnings (P/E) multiple of 8.6x and a price to book (P/B) multiple of 1.0x, a discount of 88% and 51% relative to the mean P/E and P/B ratios including Merit Packaging and a discount of 46% and 53% relative to the mean P/E and P/B ratios excluding Merit Packaging.

5 All financial information is sourced from audited financial accounts of the respective companies 6 Price calculated as average of closing prices from September 15th, 2016 to December 14th, 2016 as listed on Pakistan Stock Exchange’s Data Portal (www.dps.psx.com.pk) 7 Price to earnings multiple is calculated using market capitalization and profit after tax over the last twelve months (LTM) i.e. October 1st, 2015 to September 30th, 2016 8 Price to book is calculated using market capitalization and book value (including surplus on revaluation) as of September 30th, 2016 9 Multiples and market capitalization for Roshan Packages are calculated as per the Floor Price for the public offering; unconsolidated book value of PKR 2,514 million as of September 30th, 2016 is used to calculated price to book multiple 10 Floor price of the issuances of Ordinary Shares of Roshan Packages Limited 11 Mean multiple does not include multiple of Roshan Packages Limited

21.1%

6.7%

2.6%

8.5%

14.3%

-1.7%-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

Roshan Packages Packages Limited Century Paper & Board Tri-Pack Films Synthetic Products Merit Packaging

Revenue CAGR (FY 2011 - FY 2016)

2,073

18,005

13,389 9,389

1,293 1,607

1,549

7,737

2,347

1,102

-

5,000

10,000

15,000

20,000

25,000

30,000


Revenue Breakdown (year ended June 30th, 2016)

Corrugated: 57%

Flexible: 43%

Packaging: 70%

Others: 30% BOPP Films: 80%

CPP: 20%

FMCG: 54%

Auto: 46%

No segmental

reporting

No segmental

reporting

http://www.dps.psx.com.pk/


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Note: return on equity has been calculated using profit after taxes for FY 2016 and average equity, excluding surplus on revaluation, between June

30th, 2015 and June 30th, 2016

25.4%

9.1%

6.0%

32.7%

23.6%

0.9%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%


Return on Equity (FY 2016)

27.1%

NM

-4.5%

7.6%

44.9%

-21.0%-30.0%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%


Net Profit CAGR (FY 2011 - FY 2016)

CAGR of Packages Limited

has been excluded due to

losses before FY 2014


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4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

4.1 UNDERWRITING

Book Building Portion

Arif Habib Limited has been mandated as the Book Runner to the Issue. The Book Runner will underwrite the Book Building Portion of the Issue which comprises 75% of 32,500,000 Ordinary Shares as required under regulation 20(2) (viii) of the Regulations with limitations (in effect that the Book Runner shall only underwrite the default portion of the Book Building, if any) to regulation 20(2)(ii) of the Regulations at the Strike Price determined through the Book Building process.

In the opinion of the Directors, the resources of the Book Runner are sufficient to discharge its underwriting commitments / obligations.

General Public Portion

The General Public Portion of the Issue of 8,125,000 Ordinary Shares will be fully underwritten as required under rule 4(iii) read with rule 3(iii) of the Companies (Issue of Capital) Rules, 1996, and within five (5) working days from the close of the Bidding Period, the names of the Underwriters will be published in the Supplement to the Prospectus in at least all those newspapers in which the Prospectus was earlier published and also disseminated through the securities exchange as required under rule 4(x) of the Book Building Regulations, 2015.

4.2 UNDERWRITING COMMISSION

Book Building Portion

No underwriting commission will be paid for the amount of Book Building portion underwritten by the Book Runner. Amount of security deposited by the defaulting Bidder, if any, shall however, be forfeited to the Book Runner.

General Public Portion

The Underwriters will be paid an underwriting commission at the rate of 1.50% of the amount underwritten by them. In addition, a take-up commission at the rate of 1.50% shall be paid to the underwriters on the value of the shares to be taken up by virtue of their respective underwriting commitments / obligations.

4.3 BUY BACK / REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS INITIAL PUBLIC OFFERING.

ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.


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4.4 COMMISSION TO THE BANKERS TO THE ISSUE

Commission at the rate of 0.25% of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Bankers to the Issue for services to be rendered by them in connection with the general public offering, plus out-of-pocket expenses, if any.

4.5 BROKERAGE

For this Issue, brokerage shall be paid to the TRE Certificate Holders of Pakistan Stock Exchange Limited at the rate of 1.00% of the value of shares (including premium, if any) on successful applications for Book Building and General Public Portion. No brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their underwriting commitments.

4.6 ESTIMATED EXPENSES OF THE ISSUE

Expenses to the Issue are estimated not to exceed PKR 60,501,233/-. The break-up of these preliminary expenses is given below:

Particulars Rate Expense12

Advisory & Arrangement Fee13 1.65% 18,768,750

Book Runner Fee13 1.00% 8,531,250

Underwriters Commission for General Public13 1.50% 4,265,625

Take-up Commission General Public 1.50% 4,265,625

Commission to Bankers for General Public 13 0.25% 710,938

e-IPO Facility Charges 450,000

Bankers to the Offer – Out of Pocket 470,000

Brokers' Commission13 1.00% 11,375,000

PSX Initial Listing Fees 1,075,000

PSX Annual Listing Fees 419,063

PSX Services Fee 50,000

PSX Book Building Software charges 500,000

Transfer Agent and Balloting Agent 200,000

Marketing & Printing Expenses 6,000,000

CDC - Fresh Issue Fees13 0.16% 1,820,000

CDC - Annual Listing Fees 200,000

SECP IPO Application Processing Fee 200,000

SECP Supervisory Fee 149,406

Legal Advisory and Other Miscellaneous Expenses 1,050,577

Total 60,501,233

12 These amounts do not include Sindh Sales Tax, as mentioned in Section 3.22, wherever applicable 13 Represent the maximum amount that is expected to be paid based on the Floor Price of PKR 35/- per share


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5 OVERVIEW, HISTORY AND PROSPECTS

5.1 COMPANY HISTORY

Roshan Packages Limited (“Roshan Packages” or the “Company”) was established on August 13th, 2002 as a private limited company with the objective of providing high quality packaging for Roshan Enterprises, the fruit export company of Roshan Group. Roshan Packages was later converted to a public limited company effective September 23rd, 2016. Over the years, the Company has grown to one of the largest manufacturers and sellers of packaging products in Pakistan, meeting not only high quality packaging requirement for the exporters of fruit and vegetables, but also supplying packaging solutions to different large multinational and local corporations, nationwide.

Roshan Packages commenced operations for manufacturing and selling a wide variety of customized corrugated packaging products in 2004. It produces regular slotted cartons used for consumer goods, textiles and shelf-ready products; half slotted cartons used for home appliances, fruit, and vegetables; die cut boxes used to serve pizzas, single-serve foods, cup-holders etc., die cut sheets used for textile pelleting, dairy, and beverages; and corners, used primarily for edge protection. In 2011, the Company utilized its own funds to establish a flexible packaging division, which manufactures and supplies wrappers for confectionary, biscuit, snacks, and detergents. The flexible division also offers labelling for PET bottles.

Roshan Packages provides aforementioned products to various industries, primarily Fast Moving Consumer Goods (“FMCG”) and fruits, but also Consumer Electronics, Dairy Products, Food and Beverages, Spices, Engineering, Pharmaceuticals, Insecticides and Pesticides, Detergents and Soap, Apparel, Garments, Textiles, and Automotive. Some of Pakistan’s largest corporations are regular clients of Roshan Packages. These include Unilever, Pepsi-Cola, and Lotte Kolson, amongst others.

The head office of Roshan Packages is situated in Lahore at 325 GIII MA Johar Town Lahore. The Company operates two principle manufacturing facilities located at 7 KM Sundar Raiwand Lahore and Plot No 141,142 and 142 B Sundar Industrial Estate Lahore, for its corrugated division and flexible division respectively. The plants encompass more than 16 acres of land, some of the most advanced and sophisticated machinery, such as the EMBA 170 QS, 4-Color Inline Case Maker, 3-Color off Line, Two Color Printing Machine, Rotary Die Cutter, Auto/Manual slitter, 8-Color Rotogravure Printing Machine, Inspection Rewinder, Solvent less Lamination Machine, and Slitting Machine and have work force of more than 680 employees including (permanent and contractual).

The Roshan Packages has undergone massive expansion in flexible division and introduced world’s latest European

technology by installing 8 Color Rotogravure and 5-layer extrusion machine from Windmoller and Holscher Germany

which will add on the product portfolio of the flexible division by following: packaging products for Oil and Ghee

Packing, Instant Drinks packing, Sachet of beauty creams and cosmetics, pasteurized milk, pesticides, soap and

bubble gum wrappers.

In addition, the Company is also in the process of expansion in its corrugation unit for which world’s latest corrugator

is being imported from BHS Germany for capacity expansion.

In 2016, Roshan Packages entered into a joint venture with China-based Shandong Yongtai Paper Mill (“Shandong

Yongtai”), a subsidiary of Shandong Yulong Real Estate group (“Shandong Yulong”), to establish Roshan Sun Tao

Paper Mills (Private) Limited (“Roshan Sun Tao” or the “Project”) a state-of-the-art corrugated paper manufacturing

facility. The Project is a subsidiary of Roshan Packages intended to serve the high quality paper requirements of the

Company’s corrugated division while also supplying its products to the rapidly growing paper and packaging industry

of Pakistan.

For further details on Roshan Sun Tao, please refer to section 5.10.


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5.1.1 Key Milestones

Years Events

2002 Roshan Packages Limited was incorporated as a private company

2005 Achieved PKR 150 million in sales

2008 Achieved PKR 500 million in sales

2009 Implemented Microsoft Dynamic GP

2010 Achieved PKR 1 billion in sales

Received “Fastest Growing Company” award by All World Network

2011 The Company established a Flexible packaging division


Received “Fastest Growing Company” award by All World Network

2013 Installed EMBA 170 QS and Insun Auto Gluer and Sticher in Corrugation Plant for a total capital expenditure of PKR 400 million


Implemented SAP Enterprise resource planner

2016

Acquired 6 acres of land, constructed new buildings, and installed state-of-the-art Roto Gravuer Printing and Extrusion machine in the Flexible division at a total capital expenditure of PKR 1.4 billion

Received ACCA Approved Employer Status

Extended buildings, and installed state-of-the-art corrugator, HFO Boiler Glue Kitchen, Auto Bailer, and Compressor for the Corrugated division

Established joint-venture with Shandong Yongtai Paper Mill to set up Pakistan’s first dedicated corrugated paper mill

5.2 ROSHAN GROUP OVERVIEW

Roshan Group (“Roshan Group”) is a diversified group of companies owned and operated by the sponsors of Roshan Packages. The Group has been in operation for more than 55 years and comprises of the following companies:

S. No Name of Company Business Year of Incorporation

1 Urdu Digest Magazine 1959

2 Roshan Enterprises Fruit & Vegetable Export 1989

3 Roshan Packages Limited Packaging 2002

4 Roshan Sun Tao Paper Mills (Private) Limited Paper 2016

The Roshan Group was founded in 1959 when Dr. Aijaz Hassan Qureshi, a PhD from Germany, launched an Urdu Digest, a local publication inspired by Reader’s Digest that provided great insights into science, health, literature, economic, and political current affairs to its national and international readership. The new generation of the family launched Roshan Enterprises in 1989 to export Pakistan’s famous mango and citrus fruits worldwide and grew the business into one of Pakistan’s largest fruit exporters. Roshan Enterprises has been awarded seven time consecutive Best Exporter of the Year Award by Federation of Pakistan Chamber of Commerce and Industries (FPCCI).


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On August 13, 2002, Roshan Group established Roshan Packages Limited to backward-integrate their fruit export unit into manufacturing high quality corrugated packaging. Following a similar backward-integration strategy, Roshan Packages has entered into a joint venture with an experienced and reputable industry player in China to establish Pakistan’s first dedicated corrugated paper mill.

5.3 FINANCIAL PERFORMANCE OF GROUP BUSINESSES AND SUBSIDIARY

5.3.1 Associates Based on Common Partnerships

Urdu Digest Publications – Partnership (Unaudited financials)

(Amounts in PKR millions) FY 2014 FY 2015 FY 2016

Paid-up Capital 2.33 2.69 3.04

Equity 2.33 2.69 3.04

Profit After Tax 0.29 0.29 0.32

Current Ratio 2.10 2.74 2.88

Return on Equity 12% 11% 11%

Return on Assets 7% 7% 7%

Roshan Enterprises – Partnership (Unaudited financials)

(Amounts in PKR millions) FY 2014 FY 2015 FY 2016

Paid-up Capital 140.46 140.46 140.46

Equity 171.58 195.12 209.29

Profit After Tax 32.32 29.02 31.65

Break-up value per share 12.22 13.89 14.90

Earnings per share 2.30 2.07 2.25

Rate of Profit / Dividends Paid 2.94% 3.02% 3.09%

Current Ratio 0.93 0.99 1.02

Note that the above mentioned group business are partnership firms and that the directors of Roshan Packages are partners in those businesses. Roshan Packages has no equity investment in them.

5.3.2 Subsidiary

Roshan Packages established its subsidiary, Roshan Sun Tao Paper Mills (Private) Limited, in January 2016 under a joint-venture with Shandong Yongtai Paper Mills Company Limited, to produce corrugated paper for the Company’s corrugated manufacturing facility. The subsidiary is under development and is expected to be operational by FY 2019.

Roshan Sun Tao Paper Mills (Private) Limited

(Amounts in PKR millions) FY 2016

Paid-up Capital 0.1

Share Deposit Money 336.56

For further details, refer to section 5.10.


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5.4 PLANT AND EQUIPMENT

Roshan Packages operates two separate plants for its corrugation and flexible divisions approximately 40 kilometers out of Lahore on freehold land owned by the Company. The corrugated plant is located at 7 KM, Sunder-Raiwind Road, Opp. Gate 1, Sunder-Industrial Estate and the flexible plant at Plot No. 141, 142 Sunder-Industrial Estate, and are spread over areas of 9 acres and 7.7 acres, respectively. The following table provides a list of machinery used by the two plants:

Corrugation Flexible

4-Color Inline Case Marker 3-Color off Line EMBA 170 QS Two Color Printing Machine (Long way) Rotary Die Cutter Machine Stitching Machine Auto / Manual Slotter Flat Bed Dies

8-Color Rotogravuer Printing Machine Inspection Rewinder Solvent Less Lamination Machine Slitting Machine Doctor Rewinding Lab Equipment

Both plants have been operating at high capacity in recent years due to heavy demand. The following table lists the installed and utilized capacities14 for the Company’s plants.

FY 2012 FY 2013 FY 2014 FY 2015 FY 2016

Corrugation 30,000 30,000 30,000 30,000 30,000

% Utilized 80.5% 85.6% 85.6% 93.6% 93.2%

Flexible 3,600 3,600 3,600 3,600 10,800

% Utilized 42.5% 78.2% 82.0% 96.0% 37.4%15

Roshan Packages undertook a large expansion in its flexible packaging capabilities during 2016 and increased installed capacity from 3,600 metric tons to 10,800 metric tons by installing an 8 Color Rotogravure and a 5 layer extrusion machine from German based WindMoller & Holscher. Both machines have begun operations, while the Company has placed an order for a Wax Coating machine and a Lamination machine to further expand capacity to 12,240 metric tons by fourth quarter of FY 2017.

The Company has also purchased an advanced corrugator from German based BHS Corrugated that will increase its corrugation capacity from 30,000 metric tons to 60,000 metric tons during FY 2017. The machine has arrived and is expected to be operational by fourth quarter of FY 2017.

For further details on the details of the machinery purchased, their status, overall costs, and sources of financing, please refer to section 5.9.

14 Capacity is stated in metric tons 15 The new capacity in the flexible division was added during the last quarter of FY 2016 and thus the figure of capacity utilization isn’t ref lective of the production

during the entire year


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5.5 PRODUCTS

Roshan Packages provides a wide variety of solutions customized to clients’ specific needs, thus offering packaging for a range of products as listed below:

5.5.1 Corrugated Products

Fruits Packaging Box Carton Top Bottom Mandarin, Open Tray Box, HSC Die Cut Top Bottom Mango Box

_____________________________________________ Windmoller & Holscher Roto Gravure Printing Machine

_________________________________ Three Color Fully Automatic Flexo Printer

_______________________________________________ Fully Integrated EMBA Corrugated Paper Printing Machine

_____________________________________ Four Color Fully Automatic Case Maker Printer


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Vegetable Packaging Corrugated RSC Vegetables Boxes, Corrugated Open Tray Die Cut

Food Packaging Regular Slotted Carton for cooking Oil, Regular Slotted Cartons for Banaspati, Pizza Boxes

Snacks / Biscuits Packaging

Candies Regular Slotted Carton, Biscuits Regular slotted carton

Home Appliance Packaging Half Slotted Carton for Deep Freezer, Half Slotted Carton for Refrigerator, Regular Slotted Carton for TV


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Pharmaceutical Packaging Farm Regular Slotted Carton, Poultry Pads Regular slotted carton, Medical Regular Slotted Carton

Paint Packaging Paints Box, Petrochemicals Box with Honey Combs, Oil & Lubricant Box

Point-of-Purchase Packaging Counter Stand Displays, Floor Display Stands, Shelf Ready Packaging

Textile Packaging Top Bottom HSC Die-Cut for Socks, Garments RSC Box


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5.5.2 Flexible Products

Soap & Detergent Tea, Coffee & Dry Foods Paper & Film base wrappers up to 3 layers for packing soap bars

For Packaging Tea, coffee, nuts, dry fruits & dry soups

Candy & Confectionary Snacks Candy laminated wrapper & Outer bag Multi-Layer laminated wrappers for chips, nimko,

peanuts, & snacks extruded products

Beverages Rice & Other Cereals Printed roll-fled labels for wrapping PET or glass bottles of soft drinks, juice & water

Printed BOPP/PET/PE laminate wrappers for Rice & Cereals

Ice Cream Wrappers Printed laminate wrappers for ice cream


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5.5.3 Breakdown of Revenues

5.6 CLIENTS

Roshan Packages serves numerous end markets and provides it packaging products to various local and international corporations. Pepsi-Cola has been the Company’s largest client by revenues for the past three years, with Continental Biscuits, Lotte Kolson, Unilever, and Chase International being the other largest clients. Overall, the top ten clients have accounted for an average of 60% of sales for the past five years and 65% in FY 2016 alone.

Client Products / Brands

Corrugated Flexible

Pepsi-Cola International (Pvt.) Ltd. Lays , Cheetos, Kurkure,

Wavy Lays , Cheetos, Kurkure

Lotte Kolson (Pvt.) Ltd. Slanty , Snacker Slanty , Snacker , Potato

Stick , Twich

Continental Biscuits Ltd.

Tuc, Tiger, Prince

Chocolate, Oreo, Candi,

Gala

Tuc, Tiger, Prince

Chocolate, Oreo, Candi,

Gala

Unilever Pakistan Ltd. Surf Excel, Vim, Lipton,

Supreme

Sunlight, Vim, Choc Bar,

Feast, Jet Spot

Chase International Mandarin -

Coronet Foods (Pvt.) Ltd. - Rio, Chocolate Sandwich,

Lemon Sandwich, Sooper

Unilever Pakistan Foods Ltd. Knorr Noodles, Mayo,

Rafhan Custard, Corn Oil Knorr Noodles

Tapal Tea (Pvt.) Ltd. Tez Dum, Danadar, Green

Tea

Tez Dum, Top Liner, Tea

Liner

Roshan Enterprises (Pvt.) Ltd. Mandarin, Mango,

Vegetable -

Prime Fruits International Mandarin -

Corrugation, PKR 2,073 , 57%

Flexible, PKR 1,549 ,

43%

Sales by DivisionFY 2016

FMCG, PKR 2,326 , 64%

Fruit, PKR 998 , 28%

Others, PKR 298 , 8%

Sales by End Market FY 2016

_______________________________ Note: Amounts in PKR millions


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Roshan Packages has cultivated strong long-term relationships with its clients. Out of a total of over 500 clients, more than 60 have been in business with the Company consistently for over five years, contribution c. 80% to the Company’s overall sales in FY 2016.

5.7 IMPORT PARTNERS

Roshan Packages imports certain raw materials to manufacture high quality products for its clients. The Company purchases several different kinds of paper for its corrugated box manufacturing as well as adhesives, resin, and film to produce flexible packaging.

The Company sources these raw materials from a variety of locations, including Unites States of America, Brazil, South Africa, Saudi Arabia, Qatar, Germany, France, Italy, Russia, Sweden, China, Singapore, and Egypt.

5.8 INDUSTRY OVERVIEW

The unorganized sector contributes almost 45% to the market for corrugated boxes while the organized sector caters to almost 50% of the market. Roshan Packages is amongst the largest companies in the organized sector alongside Century Paper & Board Mills and second only to Packages Limited.

According to best estimates of Roshan Packages, the corrugated box production in the organized sector grew by 17% annually between 2003 and 2015.

The demand for corrugated boxes in 2015 were driven by various industries, with major concentration in fruits, diary, confectionary, other fast moving consumer goods, and tobacco.

5.8.1 Growth in Fast Moving Consumer Goods Industry

A majority of Roshan Packages’ sales are driven from industries that sell directly to the consumer. Wider macroeconomic shifts affect the ability of consumers to afford more food, confectionary, snacks, home appliances, fruit, etc. The growth in the Pakistani Fast Moving Consumer Goods industry is driven growth in Pakistani Gross Domestic Product, by a global increase in the Asian middle class16, and a disproportionately larger annual increase

16 Source: McKinsey & Company Research: “The Decade Ahead: Trends that will shape the consumer goods industry”, December 2010; https://goo.gl/1rlaCs

12%

88%

Client Relationships


79%

21%

Revenue Contribution according to Client Relationships (FY 2016)



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in overall consumer spending in the country. Consumer spending is forecasted to grow at over 12% between 2013 and 201817 whereas the global average has hovered between 2% and 3% since 201018.

Roshan Packages’ key clientele, primarily in the FMCG sector, have seen consistent sales growth over the past several years, the effects of which have spilled over to indirectly benefit the Company, which provides packaging solutions for the products sold by its clients.

This growth is expected to continue in the near future on account of rising GDP and spill-over effects from China-Pakistan Economic Corridor (“CPEC”), a series of foreign direct investment that will upgrade Pakistan’s infrastructure and develop a wide range of power projects. CPEC will boost business and industrial activities across the country, allow for easier movement of goods and products, and will help ease the chronic shortage of electricity that has held

17 Source: Statista; The Statistics Portal: Total consumer spending Pakistan from 2013 to 2018; https://www.statista.com/statistics/234804/total-consumer-spending-in-pakistan/ 18 Source: Euromonitor International; Improved Consumer Spending Growth in 2016 but Opportunities Become Harder to Capture; http://blog.euromonitor.com/2015/12/improved-consumer-spending-growth-in-2016-but-opportunities-will-become-harder-to-capture.html

_________________________________________________________________________ Source: McKinsey & Company Research “The Decade Ahead: Trends that will shape the consumer goods industry”, December 2010 https://goo.gl/1rlaCs

105 165 234

32 57 107 525

1,740

3,228

181

251

313

664

703

680

338

333

322

-

1,000

2,000

3,000

4,000

5,000

6,000

2009 2020 F 2030 F

Global Middle Class(Millions of People)

North America Europe Central and South America Asia-Pacific Sub-Saharan Africa Middle East & North Africa

18,994 21,239

23,900 27,030

30,702

34,873

-

10,000

20,000

30,000

40,000

2013 2014 2015 2016 2017 F 2018 F

Total Consumer Spending in Pakistan(PKR Billions)

__________________________________________________________________ Source: Statista The Statistics Portal: Total consumer spending Pakistan from 2013 to 2018 https://www.statista.com/statistics/234804/total-consumer-spending-in-pakistan/


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back economic growth. The investments are expected to create millions of jobs, raising the incomes of average consumers, thus accelerating consumer spending.

5.8.2 Decreasing Domestic Production of Paper and Board

There is an increasing gap between the demand of paper and board by the corrugated packaging industry and the supply from domestic manufacturing. Similar to the corrugated packaging industry, the paper and board market is dominated by cottage industries and the unorganized and undocumented sector. Its produce is of lower and inconsistent quality and thus fails to meet the specifications of corporate and especially export-oriented companies in Pakistan. Such inefficiency and inconsistency, along with high cost of and taxes on importing raw materials, has resulted in declining domestic manufacture of paper and board. Large local players, such as Bulleh Shah Packaging and Century Paper and Board Mills, rely on internally generated paper, whereas other firms turn towards expensive finished paper imports.

5.8.3 Increasing Organization in the Paper, Board and Packaging Industry

The heavy growth in the Pakistani packaging industry, alongside demands of higher quality product from health-conscious customers and export-oriented companies, has left the highly fragmented and unorganized cottage industry unable to compete effectively. Most of the gains in the industry have been registered with large organizations operating with economies of scale, with Packages Limited, Roshan Packages, and Century Paper and Board, amongst others, being the primary beneficiaries.

Nevertheless, a major portion of the corrugated packages industry is still served by the unorganized cottage industry. There are increasing calls in government to bring such industries, estimated to be as high as 36% of the Gross Domestic Product, under the documentation net in order to collect taxes, enforce policy and avoid criminal activities. Any such initiatives by the government, alongside increasing demand in the packaging industry, would directly benefit established players such as Roshan Packages.

5.9 EXPANSION PLANS

5.9.1 Overview and Status of the Expansion

Corrugation Division

Roshan Packages has purchased a state-of-the-art, brand new corrugator machine for c. PKR 390 million from BHS Corrugated, a German manufacturer of corrugators and corrugated rolls with over 50 years of experience. The corrugator has arrived in Lahore and is expected to be fully operational during fourth quarter of FY 2017. The Company has already started the civil, electrical, and mechanical work required to install the machinery.

-

250

500

750

1,000

2010 2011 2012 2013 2014

Domestic Manufacture and Import of Paper and Board(Tons in Thousands)

Domestic Manufacture Import

_______________________________ Source: The Pakistan Business Council


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The total cost of the machinery is c. PKR 390 million, and Roshan Packages has established the following letters of credit in the same amount to facilitate the purchases:

Machine Beneficiary Country Date Amount (EUR) Amount (PKR)

BHS Corrugator

BHS Corrugated Maschinen-UND Anlagenbau GMHB

Germany March 9th, 2016 1,400,000 165,508,000

BHS Corrugator BHS Corrugated Machinery

China March 9th, 2016 1,900,000 224,618,000

TOTAL 3,300,000 390,126,000

The new corrugator will increase the Company’s production capacity from 30,000 metric tons during FY 2016 to 60,000 metric tons during FY 2017 and will allow it to serve the needs of a growing market.

The total expansion is estimated to cost c. PKR 930 million, out of which Roshan Packages has already invested c. PKR 445 million as of October 31st, 2016 (c. 48% of overall project costs).

Flexible Division

Roshan Packages already has purchased brand new, advanced machinery for c. PKR 595 million from some of the most reputable makers of manufacturing equipment. It is yet to purchase another machine for c. PKR 18 million in FY 2017.

Rotogravure Printing Machine from WindMoller & Holscher, Germany

Extrusion Machine from WindMoller & Holscher, Germany

Lamination Machine from Comexi Group of Industries, Spain

Wax Coating Machine from Uteco, Itlay

Slitting Machine

The Company has already installed the rotogravure printing machine and extrusion machine during fourth quarter of FY 2016 to increase capacity from 3,600 metric tons to 10,800 metric tons. The Company has also placed an order for a wax coating machine and lamination machine, which are expected to be operational during the third quarter of FY 2017 and will increase its production capacity to 12,240 metric tons. Roshan Packages is yet to place an order for the slitting machine, which is intended to arrive by first quarter of FY 2018. The Company has also completed c. 60-80% of the civil work, electrical work, and mechanical work required for the expansion of the flexible division.

________________________________ Extrusion Production Line on Ground


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The total cost of the machinery is c. PKR 613 million, out of which the Company has already established letters of credit worth c. PKR 167 million and has arranged c. PKR 428 million through supplier’s credit for machinery that has already arrived and has been installed. The Company will place an order and establish a letter of credit worth c. 18 million for the slitting machine during third or fourth quarter of FY 2017. Details of the letters of credit are as follows:

Machine Beneficiary Country Date Amount (EUR) Amount (PKR)

One Nexus Comexi Laminating Machine

Comexi Group Industries

Spain November 7th, 2016

398,715 46,649,655

Wax Coating Machine

Viale Del Lavoro Italy June 2nd, 2016 458,000 53,586,000

Coextrusion Machine

WindMoller & Holscher KG

Germany June 16th, 2015 301,555 34,347,115

Gravure Printing Machine

WindMoller & Holscher KG

Germany January 27th, 2015

301,555 32,537,785

TOTAL 1,459,825 167,120,554

The expansion increases the range of products that the Company can manufacture while reducing its supply side constraints, thus allowing it to rapidly increase sales of its flexible packaging products. It also allows Roshan Packages to import raw materials such as resin to produce sheets of film, one of the primary raw materials required to produce flexible packaging.

The total expansion is expected to cost c. 1.4 billion, out of which Roshan Packages has already invested c. PKR 966 million as of October 31st, 2016 (c. 69% of total project costs).

5.9.2 Summary of Costs and Capital Expenditures

Given below is a breakdown of the expansion costs for the Corrugation and Flexible divisions and the costs incurred up to October 31st, 2016:

Costs of Expansion of Manufacturing Facilities

Particulars Total Estimated Cost (PKR) Costs Incurred up to October

31st, 2016 (PKR)


BHS Corrugator Machine 390,126,000 351,199,926

Civil Work 145,938,612 23,011,592

Mechanical Works 96,685,470 10,244,277

Electrical Works 98,318,700 6,730,000

Handling Equipment 107,973,800 -

Import Duties and Taxes 70,412,404 47,993,122

Freight and Forwarding Charges 11,637,562 1,545,000

Miscellaneous Expenses 11,819,500 4,525,620

Total Cost of Corrugation Expansion 932,925,974 445,249,537

Flexible Division

Rotogravure Printing Machine 247,402,716 247,402,716


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Coextrusion Machine 248,177,147 248,177,147

Extrusion Tower 12,452,588 12,452,588

Wax Coating Machine 53,586,000 -

Lamination Machine 46,649,655 -

Slitting Machine 18,098,500 -

Mechanical Work 98,461,741 47,617,328

Electrical Work 73,515,734 42,777,828

Civil Work 378,973,697 197,289,145

Land 76,940,510 70,340,510

Import Duties and Taxes 101,484,621 75,907,778

Freight and Forwarding Charges 17,095,172 14,328,427

Miscellaneous Expenses 28,995,858 10,576,579

Total Cost of Flexible Expansion 1,401,833,940 966,870,047

Grand Total 2,334,759,914 1,412,119,584

Given below is a detailed timeline of the capital expenditures and the status of the various machinery and construction works:

Particular Units Technology

Total Costs

Capex in FY 2016

Capex in FY 2017

Capex in FY 2018

Operation Start

Status


BHS Corrugator Various Import 390 351 39 - 4Q FY 2017 Arrived

Civil Work Local 146 23 123 - 4Q FY 2017 Started

Mechanical Works Local 97 10 86 - 4Q FY 2017 Started

Electrical Works Local 98 7 92 - 4Q FY 2017 Started

Handling Equipment Local 108 - 108 - 4Q FY 2017

Import Duties 70 48 22 - 4Q FY 2017

Freight 12 2 10 - 4Q FY 2017

Miscellaneous 12 5 7 - 4Q FY 2017

Sub-Total 933 445 487 -

Flexible Division

Rotogravure Printing Machine

One Import 247 247 - -

4Q FY 2016 Operational

Extrusion Machine One Import 248 248 - - 4Q FY 2016 Operational

Extrusion Tower One Import 12 12 - - 4Q FY 2016 Operational

Wax Coating Machine

One Import 54 - 54 -

3Q FY 2017 In transit

Lamination Machine Various Import 47 - 47 - 3Q FY 2017 In transit

Slitting Machine Various Import 18 - - 18 1Q FY 2018 Not ordered

Mechanical Work Local 98 48 51 - 3Q FY 2017 80% done

Electrical Work Local 74 43 31 - 3Q FY 2017 60% done

Civil Work Local 379 197 182 - 3Q FY 2017 60% done

Land Local 77 70 7 - 3Q FY 2017 Acquired

Import Duties 101 76 26 - 3Q FY 2017

Freight 17 14 3 - 3Q FY 2017

Miscellaneous 29 11 18 - 3Q FY 2017


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Sub-Total 1,402 967 417 18

Grand Total 2,335 1,412 905 18 Note: PKR in millions

5.9.3 Sources of Financing

Roshan Packages has and will utilize the following sources of financing for the ongoing expansion of its manufacturing facilities:

Utilization of Funds

Source of Funds Total Estimated Cost (PKR)

Internal Funds / Short-term Borrowings 193,341,698

Bank Loans 800,000,000

Supplier’s Credit 428,694,965

Proceeds from the Initial Public Offer 912,723,252

TOTAL 2,334,759,914

Bank Loans

Roshan Packages has secured PKR 800 million in long-term financing from Dubai Islamic Bank and United Bank Limited to partially finance the ongoing expansion of its manufacturing facilities.

PKR 400 million from Dubai Islamic Bank

─ PKR 307 million of the principle will be repayable in sixteen equal quarterly installments or PKR 19.188 million beginning on March 16, 2017, whereas the remaining PKR 93 million will be repayable in sixteen equal quarterly installments of PKR 5.813 million beginning May 22, 2017.

─ Mark-up is payable quarterly at three months KIBOR + 0.9%

─ The facility is secured against the fixed assets of the Company’s flexible manufacturing facility

PKR 400 million from United Bank Limited

─ The principle amount is repayable in eight semi-annual installments beginning on November 3, 2017

─ Mark-up is payable semi-annually at six months KIBOR + 0.9%

─ The facility is secured by an exclusive first charge over present and future land, building, plant and machinery of the Company’s corrugated packaging facility

Supplier’s Credit

Roshan Packages purchased the Rotogravure Printing machine and Coextrusion machine at credit from WindMoller

& Holscher at a cost of EUR 2,138,528 each. The Company has made an advance payment of EUR 301,555 each and

has arranged the remainder as supplier’s credit which will be paid in unequal semi-annual installments until FY 2021.

Machinery Total Purchase

Value (EUR)

Advance Supplier’s Credit

EUR PKR EUR PKR

Rotogravure Printing Machine

2,138,528 301,555 32,537,785 1,836,973 214,864,932

Coextrusion Machine 2,138,528 301,555 34,347,115 1,836,973 213,830,033


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Total 4,277,055 603,110 66,884,899 3,673,945 428,694,965

Roshan Packages has paid a total advance of EUR 603,110 and has arranged total supplier’s credit worth EUR 3,673,945. The variance in the amount paid in PKR resulted due to fluctuations in the PKR / EUR exchange rate.

The credit will be paid off as per the following schedule:

Fiscal Year Payment for Rotogravure Printing Machine Payment for Coextrusion Machine

EUR PKR EUR PKR

FY 2015 301,555* 32,537,785 - -

FY 2016 202,921 23,680,927 301,555* 34,347,115

FY 2017 378,075 44,234,731 393,027 44,888,351

FY 2018 369,531 43,235,076 373,803 43,734,903

FY 2019 360,987 42,235,421 365,259 42,735,248

FY 2020 352,442 41,235,765 356,714 41,735,593

FY 2021 173,017 20,243,012 348,170 40,735,938

Total 2,138,528 247,402,716 2,138,528 248,177,147 * advance payment

5.10 ROSHAN SUN TAO PAPER MILLS (PRIVATE) LIMITED – SUBSIDIARY OF ROSHAN PACKAGES

5.10.1 Overview

Roshan Packages is in process of establishing a subsidiary Roshan Sun Tao Paper Mills (Private) Limited, a dedicated corrugated paper manufacturing facility, in collaboration with Shandong Yongtai Paper Mill Company Limited, a Chinese manufacturer of corrugated paper. The project will be a backward integration for the Corrugation division of Roshan Packages; it will produce high quality liner and fluting to serve Roshan Packages’ raw material requirements while also catering to the rapidly growing paper industry in Pakistan.

Roshan Sun Tao will have a capacity of 137,000 metric tons of liner and fluting paper – raw materials required to produce corrugated paper. Roshan Packages and Shandong Yongtai have already spent PKR 171 million in acquiring land of 455 kanals and 14 marlas in Tehsil Sheikhupura (approximately 40 kilometers from Lahore) and PKR 154 million purchasing paper making machinery.

Shandong Yongtai Paper Mill Company Limited – Sponsor of Roshan Sun Tao

Shandong Yongtai has been operating in the manufacture of high grade corrugated paper since 2005 along with conducting research and development. They have a capacity of 120,000 tons per annum and are in the process of increasing it to 600,000 tons per annum to expand their production capabilities, as they are currently running their plants at near 100% capacity. Shandong Yongtai recorded sales of approximately RMB 280 million (PKR 4.4 billion) in FY 2015.

Shandong Yongtai Paper Mill Company Limited is part of the Shandong Yulong Real Estate Group, a diversified group of companies in Shandong province of China. It has interests in manufacturing of corrugated paper, real estate,

Disclaimer: Please note that the amounts paid, in Pakistani Rupees, for machinery advance and supplier’s credit

to date has been taken at the actual exchange rate at the respective dates whereas the future payments have

been calculated at PKR 117/ EUR and are subject to change as per the exchange rate at the disbursement date


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construction, steel structure, concrete manufacturing, water conservation and hydropower generation. Shandong Yulong recorded RMB 1.2 billion (PKR 19 billion) in sales in FY 2015.

5.10.2 Project Costs

The Project is expected to cost approximately PKR 4 billion and is expected to be operational by FY 2019.

It will be financed by a mix of debt and equity in the ratio of 60% and 40%. Roshan Packages’ equity contribution will be 45% while Shandong Yongtai’s equity contribution will be 55%. However, Roshan Packages will receive 60% of the ordinary shares of the Project whereas Shandong Yongtai will receive 40%. Thus, Shandong Yongtai has effectively offering an 83.33% premium on the shares of Roshan Sun Tao while Roshan Packages has subscribed to those shares at par value. Moreover, ownership of a majority shareholding will allow Roshan Packages to nominate its own managerial staff for Roshan Sun Tao and control the overall direction and strategy of their subsidiary, while also benefiting from the strategic, technical, and financial backing of Shandong Yongtai.

The Company has also arranged a Syndicated Islamic Term Finance facility (“SITF Facility”), at 6 months KIBOR + 1.85% from Dubai Islamic Bank, Meezan Bank, and Askari Bank. In addition to covering project development costs, the SITF Facility also provides letters of credit for purchase of machinery and may provide short-term financing of PKR 400 million for working capital.

Sources Uses Particulars Amount (PKR ‘000) Particulars Amount (PKR ‘000) Debt 2,366,657 Land and development 225,000

Equity – Roshan Packages 709,997 Building 736,750

Equity – Shandong Yongtai 867,774 Plant and machinery 2,466,834

Miscellaneous assets 20,000

Contingency 280,000

Markup 215,845

Total 3,944,429 Total 3,944,429

Roshan Packages has already invested PKR 200.56 million as of September 30th, 2016, from its internal cash generation. The Company has to invest a further PKR 509.44 million by June 30th, 2018, which it expects to finance out of its internal cash generation.

Roshan Packages Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of PKR 412 million for FY 2016 is indicative of the Company’s financial capacity to cover the required investment between September 30th, 2016 and June 30th, 2018.

5.10.3 Project Rationale and Key Considerations

Difficulties Sourcing Local Paper

Roshan Packages currently sources raw paper for its corrugated division from a number of small local manufacturers. The product is usually of low and inconsistent quality, since different sources provide varying degrees of quality. This inconsistency complicates the supply chain process by requiring greater time and resources to be committed to testing the raw materials. These complications, along with a cyclical shortage of power during the months of May and June that affect the supply of paper, results in a need to maintain high levels of inventory.

The aforementioned project is designed to ensure consistent supply as well as quality of the raw material for the Company’s corrugated division.


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In order to cater to the high quality requirements of its clients, Roshan Packages also imports paper from around the globe. Imported paper is of higher quality than local counterparts and is proportionately more expensive, thus creating a supply side constraint on the ability of the Company to grow its business operations and making it operationally for the Company to invest in an internal paper manufacturing facility.

Strong Demand of Corrugated Boxes

Roshan Sun Tao will benefit from a strong demand in the packaging industry, which is in turn driven by the growth in key end markets such as fast moving consumer goods. By providing a low cost substitute for expensive imports, the Paper Mill will be able to capture the domestic paper and board market that is increasingly turning towards imports.

Easy Access to Raw Material

The primary raw materials required to produce liner and fluting are old corrugated boxes and bleached or unbleached pulp. Since most of Pakistan’s paper mills are located in the Punjab province, sourcing the raw material will not be a major concern, especially since Roshan Sun Tao will be able to use the wastage produced by Roshan Packages’ Corrugation plant. In case of a shortfall, importing old corrugated boxes will be a feasible option as no duties are levied on import of waste.

Expertise of Shandong Yongtai

Roshan Sun Tao Paper Mill will benefit from the operational and technical expertise of Shandong Yongtai Paper Mill, which has been operating successfully in the paper industry for 11 years and will cover the lack of experience of Roshan Group in paper manufacturing.

Minimal Risk

The risks of Roshan Sun Tao are largely mitigated as a significant portion of its output is forecasted to be sold to Roshan Packages while the strong demand in the industry should lead to a strong offtake in its sales outside the group company.

Dedicated Internal Power Plant

A key feature of the Project is setting up a dedicated 12 megawatt coal-based power plant. The power plant will guarantee a steady supply of electricity and steam, two principle requirements in paper manufacturing alongside, at a lower rate than drawing from the national grid, covering excess through backup diesel generators, and purchasing steam separately.

The power plant will meet c. 8 MW of internal requirement and will maintain spare capacity for any potential future expansion.

-

50

100

2011 2012 2013 2014 2015 2016

Price of Imported v. Domestic Paper Paid by Roshan Packages(PKR thousands per metric ton)

Imported Domestic


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Financial Feasibility

The Project is not only operationally but also financially feasible. Roshan Sun Tao will cater to Roshan Packages as well as sell a large portion of its produce in the open market, taking advantage of the rapidly growing demand and limited domestic supply.

5.11 BUSINESS RISKS

5.11.1 Business Risk

Decrease in demand for the Company’s products in the wake of lower than expected market growth may lead to declining sales volume and profitability. The Consumer Goods industry has been a major driver of the economy and any uncertainty in consumer markets may directly affect demand for the products of Roshan Packages.

5.11.2 Foreign Exchange Risk

Roshan Packages sources a major portion of its raw materials – such as high quality paper, adhesives, ink, chemicals, and resin – from foreign vendors and will continue to do so in the future whereas it also needs to make payments for machinery purchased on credit from foreign suppliers. Any fluctuations and uncertainty in foreign exchange markets will affect the prices the Company pays for its raw materials and machinery and can potentially hamper operational and financial planning.

5.11.3 Liquidity Risk

Roshan Packages utilized various financing facilities during the regular course of business operations, which opens it up to risk of not being able to meet its financial obligations on time using internal liquidity. Failure to pay dues on time may result in weakening creditability, higher costs of future financing, and damage to reputation.

5.11.4 Credit Risk

Roshan Packages is exposed to the financial risk of counter parties being unable to discharge an obligation, such as banks holding cash and cash equivalents and deposits and clients with outstanding receivables. Default by such parties would negatively affect the Company’s financial standing.

5.11.5 Risk of Technological Obsolescence

Roshan Packages will need to maintain investment in expanding, modernizing and upgrading its manufacturing facilities and keep pace with advancements in technology in order to remain competitive in the future. A failure to do so may result in lower quality and efficiency relative to the industry, leading to diminishing sales and market share.

5.11.6 Risk of Delay in Commencement of Commercial Operations of Subsidiary

Roshan Sun Tao Paper Mill is expected to be operational by FY 2019, though there may be a risk of delay due to technical issues during construction of the plant or installation of the machinery.


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5.11.7 Diversification Risk

Since Roshan Sun Tao will sell a significant portion of its output to Roshan Packages, any material contraction in the business of Roshan Packages will adversely affect Roshan Sun Tao due to its heavy exposure to one client.

5.11.8 Interest Rate Risk

Roshan Packages has undertaken debt to partly finance the expansion in its existing manufacturing facilities and will also partly finance the construction and development of Roshan Sun Tao Paper Mill through debt. Any unforeseen increase in interest rates will increase the cost of borrowing for the Company and may adversely affect its profitability, as existing debts are based on floating rates of return.

5.11.9 Capital Market Risk

After being listed on the securities exchange, the price of the Company’s shares will be determined by market behavior, wider macroeconomic events and the Company’s performance. Hence, the value of shares will fluctuate based on movements in the securities market.

5.11.10 Under-Subscription Risk

The issue of shares of Roshan Packages may get under-subscribed due to lack of interest on part of the investors.

Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS

BEEN CONCEALED IN THIS RESPECT.


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6 FINANCIAL INFORMATION

6.1 AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE

COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF ROSHAN

PACKAGES LIMITED


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6.2 AUDITORS CERTIFICATE ON SHARE BREAK-UP VALUE


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6.3 AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY


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6.4 UNCONSOLIDATED MANAGEMENT ACCOUNTS FOR THE QUARTER ENDED SEPTEMBER 30TH, 2016


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6.5 CONSOLIDATED MANAGEMENT ACCOUNTS FOR THE QUARTER ENDED SEPTEMBER 30TH, 2016


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6.6 SUMMARY FINANCIAL HIGHLIGHTS OF ROSHAN PACKAGES – UNCONSOLIDATED ACCOUNTS

(Amounts in PKR millions) As at and for the year ended June 30th Quarter

Audited Audited Audited Audited Audited Audited Unaudited

2011 2012 2013 2014 2015 2016 Sep-2016

Income Statement

Revenue 1,389 2,220 2,740 3,066 3,568 3,622 1,051

Cost of Goods Sold19 1,159 1,888 2,359 2,663 3,116 3,034 903

Gross Profit 230 332 381 403 453 588 148

EBITDA20 161 231 253 268 301 412 143

Depreciation & Amortization 18 45 45 71 77 84 44

Financial Charges 17 22 14 46 56 46 15

Profit before Taxation 126 164 194 151 167 282 84

Profit after Taxation 79 142 139 100 133 262 84

Balance Sheet

Non-Current Assets 499 487 949 1,014 1,204 3,184 3,520

Current Assets 495 814 961 1,462 1,651 1,951 2,059

Total Assets 995 1,301 1,910 2,476 2,854 5,135 5,579

Paid-up Capital 173 248 299 299 299 299 750

Equity 306 539 747 873 1,019 1,288 1,381

Surplus on Revaluation on Assets 135 124 208 181 169 1,143 1,133

Long-Term Debt 11 9 72 72 46 604 872

Short-Term Borrowings 140 49 126 514 362 605 618

Non-Current Liabilities 106 89 225 200 344 1,087 1,355

Current Liabilities 448 549 730 1,221 1,323 1,617 1,710

Cash Flow Statement

Cash Flow: Operating Activities (5) 101 128 (176) 225 78 5

Cash Flow: Investing Activities (151) (30) (215) (128) (54) (721) (379)

Cash Flow: Financing Activities 13 15 85 238 (234) 696 270

Net Cash Balance 33 84 82 103 70 137 45

Growth

Sales Growth (%) 31.1% 59.8% 23.5% 11.9% 16.4% 1.5% 27.4%21

EBITDA Growth (%) 60.0% 42.9% 9.8% 5.7% 12.4% 37.1% 115.8%21

Net Profit Growth (%) 77.1% 79.7% -2.1% -28.1% 32.7% 97.3% 103.3%21

Margins

Gross Margin (%) 16.6% 14.9% 13.9% 13.1% 12.7% 16.2% 14.1%

EBITDA Margin (%) 11.6% 10.4% 9.2% 8.7% 8.4% 11.4% 13.6%

Net Margin (%) 5.7% 6.4% 5.1% 3.3% 3.7% 7.2% 8.0%

Earnings Ratios

Earnings per Share – Basic22 4.56 5.72 4.64 3.34 4.43 8.74 1.12

Earnings per Share – Diluted23 1.05 1.89 1.85 1.33 1.77 3.49 1.12

Break-up Value per Share Including Surplus – Basic

25.44 26.72 31.89 35.24 39.67 81.18 33.52

19 Does not include Depreciation and Amortization 20 EBITDA Refers to Earnings before Interest, Taxes, Depreciation and Amortization charges 21 Growth is calculated between first quarter of FY 2016 and first quarter of FY 2017 22 Basic Earnings per share is calculated using profit after taxes for the year and the number of shares outstanding at years end 23 Diluted Earnings per share is calculated using profit after taxes for the year and shares outstanding prior to the public offering (75 million shares)


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Break-up Value per Share Including Surplus - Diluted

5.88 8.85 12.73 14.07 15.84 32.41 33.52

Break-up Value per Share Excluding Surplus – Basic

17.67 21.72 24.95 29.18 34.04 43.01 18.41

Break-up Value per Share Excluding Surplus - Diluted

4.09 7.19 9.96 11.65 13.59 17.17 18.41

Return on Equity (%)24 25.8% 33.6% 21.6% 12.3% 14.0% 22.7% 24.3%25

Return on Assets (%)26 7.9% 12.4% 8.7% 4.6% 5.0% 6.6% 6.0%25

Balance Sheet Ratios

Fixed Asset Turnover (x)27 2.78 4.56 2.89 3.02 2.96 1.14 1.1925

Asset Turnover (x)28 1.40 1.71 1.43 1.24 1.25 0.71 0.75

Capex to Total Assets (%)29 15.5% 2.3% 11.3% 5.2% 2.0% 10.4% 6.8%

Current Ratio (x)30 1.11 1.48 1.32 1.20 1.25 1.21 1.20

Inventory Turnover (days)31 58 52 39 59 65 54 5125

Receivables Turnover (days)32 66 69 67 82 76 98 9325

Payables Turnover (days)33 91 91 82 87 110 107 9825

Leverage Ratios

Long-Term Debt to EBITDA (x) 0.07 0.04 0.28 0.27 0.15 1.46 1.5225

Net Debt to EBITDA (x)34 (0.14) (0.33) (0.04) (0.12) (0.08) 1.13 1.4525

Long-Term Debt to Equity (x) 0.02 0.01 0.08 0.07 0.04 0.25 0.35

Long-Term Debt to Total Assets (x) 0.01 0.01 0.04 0.03 0.02 0.12 0.16

Total Term Debt to Equity (x) 0.34 0.09 0.21 0.56 0.34 0.50 0.59

Total Term Debt to Assets (x) 0.15 0.04 0.10 0.24 0.14 0.24 0.27

EBITDA / Interest (x) 9.43 10.42 17.64 5.82 5.32 9.03 9.37

(EBITDA - Capex) / Interest (x) 0.41 9.05 2.56 3.00 4.33 (2.70) (15.41)

Number of Shares Outstanding 17.34 24.84 29.94 29.94 29.94 29.94 75.00

24 Return on Equity calculated using profit after taxes and average equity, excluding surplus on revaluation, over the last twelve months 25 First quarter figure has been annualized 26 Return on assets calculated using profit after taxes and average assets over the last twelve months 27 Fixed asset turnover calculated using revenues and total non-current assets at year end 28 Asset turnover calculated using revenues and total assets at year end 29 Calculated using cash outflow for purchase of property, plant, and equipment during the year and total assets at year end 30 Current Ratio calculated by using total current assets and current liabilities at year end 31 Inventory turnover calculated using cost of sales, total stock-in-trade at year end, and assumption of 365 days a year 32 Receivables turnover calculated using revenues, total trade and other receivables at year end, and assumption of 365 days a year 33 Payables turnover calculated using cost of sales, total trade and other payables at year end, and assumption of 365 days a year 34 Net debt calculated by subtracting cash at hand from long-term debt


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6.7 SUMMARY FINANCIAL HIGHLIGHTS OF ROSHAN PACKAGES – CONSOLIDATED ACCOUNTS

(Amounts in PKR millions) As at and for the year ended Quarter Ended

Audited Unaudited

June 30th, 2016 September 30th, 2016

Income Statement

Revenue 3,622 1,051

Cost of Goods Sold35 3,034 903

Gross Profit 588 148

EBITDA36 412 143

Depreciation & Amortization 84 44

Financial Charges 46 15

Profit before Taxation 282 84

Profit after Taxation 261 84

Balance Sheet

Non-Current Assets 3,308 3,648

Current Assets 2,110 2,103

Total Assets 5,418 5,751

Equity 1,287 1,381

Minority Interest 136 169

Surplus on Revaluation of Assets 1,143 1,133

Long-Term Debt 604 872

Short-Term Borrowings 605 618

Non-Current Liabilities 1,087 1,355

Current Liabilities 1,764 1,714

Cash Flow Statement

Cash Flow: Operating Activities 54 (141)

Cash Flow: Investing Activities (894) (383)

Cash Flow: Financing Activities 1,033 302

Net Cash Balance 277 67

Growth37

Sales Growth (%) 1.5% 27.4%

EBITDA Growth (%) 37.0% 115.7%

Net Profit Growth (%) 97.1% 103.3%

Margins

Gross Margin (%) 16.2% 14.1%

EBITDA Margin (%) 11.4% 13.6%

Net Margin (%) 7.2% 8.0%

Earnings Ratios

Earnings per Share – Basic38 8.73 1.12

Earnings per Share – Diluted39 3.49 1.12

Break-up Value per Share Including Surplus – Basic 81.18 33.52

Break-up Value per Share Including Surplus - Diluted 34.22 35.77

Break-up Value per Share Excluding Surplus – Basic 43.00 18.41

35 Does not include Depreciation and Amortization 36 EBITDA Refers to Earnings before Interest, Taxes, Depreciation and Amortization charges 37 Growth rates calculated using unconsolidated figures for FY 2015 and consolidated figures for FY 2016 38 Basic Earnings per share is calculated using profit after taxes for the year and the number of shares outstanding at years end 39 Diluted Earnings per share is calculated using profit after taxes for the year and shares outstanding prior to the public offering (75 million shares)


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Break-up Value per Share Excluding Surplus - Diluted 17.17 18.41

Return on Equity (%)40 22.7% 24.3%25

Return on Assets (%)41 5.0% 5.8%25

Balance Sheet Ratios

Fixed Asset Turnover (x)42 1.09 1.15

Asset Turnover (x)43 0.67 0.73

Capex to Total Assets (%)44 15.9% 6.7%

Current Ratio (x)45 1.20 1.23

Inventory Turnover (days)46 54 5125

Receivables Turnover (days)47 98 9325

Payables Turnover (days)48 89 9825

Leverage Ratios

Long-Term Debt to EBITDA (x) 1.46 1.5225

Net Debt to EBITDA (x)49 0.79 1.412525

Long-Term Debt to Equity (x) 0.24 0.35

Long-Term Debt to Total Assets (x) 0.11 0.16

EBITDA / Interest (x) 9.01 9.36

(EBITDA - Capex) / Interest (x) (9.80) (15.71)

Number of Shares Outstanding 29.94 75.00

40 Return on Equity calculated using profit after taxes and average equity, excluding surplus on revaluation, over the last twelve months (using

unconsolidated figures for FY 2015 and consolidated figures for FY 2016) 41 Return on assets calculated using profit after taxes and average assets over the last twelve months (using unconsolidated figures for FY 2015

and consolidated figures for FY 2016) 42 Fixed asset turnover calculated using revenues and total non-current assets at year end 43 Asset turnover calculated using revenues and total assets at year end 44 Calculated using cash outflow for purchase of property, plant, and equipment during the year and total assets at year end 45 Current Ratio calculated by using total current assets and current liabilities at year end 46 Inventory turnover calculated using cost of sales, total stock-in-trade at year end, and assumption of 365 days a year 47 Receivables turnover calculated using revenues, total trade and other receivables at year end, and assumption of 365 days a year 48 Payables turnover calculated using cost of sales, total trade and other payables at year end, and assumption of 365 days a year 49 Net debt calculated by subtracting cash at hand from long-term debt


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6.8 MANAGEMENT NOTE ON BREAK-UP VALUE PER SHARE

6.8.1 As of June 30th, 2016

Subsequent to the financial year financial close as of June 30th, 2016, Roshan Packages Limited issued 1.505 interim

bonus shares for every 1 shares held. Thus, the total paid up capital of the Company increased from PKR 299 million

to 750 million. Below is a management note that calculates the break-up value per share based on audited financials

as of fiscal year end June 30th, 2016, but a revised paid up capital post issuance of interim bonus:

Roshan Packages Limited The Company The Group Issued, subscribed, and paid up capital 750,000,000 750,000,000 Un-appropriated profit 537,651,900 537,463,315

1,287,651,900 1,287,463,315 Non-controlling interest - 135,967,323

1,287,651,900 1,423,430,638 Surplus on revaluation of operating fixed assets 1,142,934,176 1,142,934,176

Total shareholders' equity 2,430,586,076 2,566,364,814 Issued, subscribed, and paid up ordinary shares 75,000,000 75,000,000 Break-up value per ordinary share: Excluding surplus on revaluation of operating fixed assets 17.17 18.98 Including surplus on revaluation of operating fixed assets 32.41 34.22

6.8.2 As of September 30th, 2016

Roshan Packages Limited The Company The Group Issued, subscribed, and paid up capital 750,000,000 750,000,000 Un-appropriated profit 630,900,193 630,571,361

1,380,900,193 1,380,571,361 Non-controlling interest - 168,516,324

1,380,900,193 1,549,087,685 Surplus on revaluation of operating fixed assets 1,133,428,528 1,133,428,528

Total shareholders' equity 2,514,328,721 2,682,516,213 Issued, subscribed, and paid up ordinary shares 75,000,000 75,000,000 Break-up value per ordinary share: Excluding surplus on revaluation of operating fixed assets 18.41 20.65 Including surplus on revaluation of operating fixed assets 33.52 35.77


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7 MANAGEMENT

7.1 BOARD OF DIRECTORS OF THE COMPANY

S. No.

Name Address Designation Partnership/Directorships in Other

Companies

1 Mr. Tayyab Aijaz House No. 19,21-Acre

Samanabad, Lahore


Roshan Sun Tao Paper Mills (Pvt.) Ltd.

Urdu Digest Publications

2 Mr. Saadat Aijaz House No. 19,21-Acre Samanabad, Lahore

Executive Director

Roshan Enterprises


3 Mr. Zaki Aijaz House No. 19,21-Acre Samanabad, Lahore

Executive Director

Roshan Enterprises



4 Mr. Khalid Eijaz Qureshi

House No. 19,21-Acre Samanabad, Lahore

Non-Executive Director

Roshan Enterprises

5 Mr. Quasim Aijaz House No. 19,21-Acre Samanabad, Lahore

Non-Executive Director

Roshan Enterprises


6 Mr. Malik Asad Ali Khan

House No.7, Hospital

street No. 4, Multan

Road, Lahore

Independent Director

Abacus Consulting Technology (Pvt.)

Ltd.

Abacus Consulting (Pvt.) Ltd.

Abacus ELS (Pvt.) Ltd.

Amos Global (Pvt.) Ltd.

Kasur Farms (Pvt.) Ltd.

Quaid-e-Azam Thermal Power (Pvt.)

Ltd. QATPL

National Power Parks Management

Company (Pvt.) Ltd.

7 Mr. Muhammad Naveed Tariq

House No. 84, Block D3,

Wapda Town, Lahore Independent Director

Orbit Developers (Pvt.) Ltd.

Edge Marketing (Pvt.) Ltd.

7.2 UNDERTAKING BY THE COMPANY AND ITS SPONSORS

The Company and its Sponsors undertake that:

They have not indulged in any fraudulent activities;

They have not been declared defaulter by the securities exchange due to non-compliance of its Regulations;

They have not had any TRE Certificate cancelled or forfeited by a securities exchange;

They have not failed to comply with the applicable Regulations of the securities exchange and SECP;

They had not been sponsor/substantial shareholder/director of a company which has been delisted by the securities exchange due to non-compliance of its Regulations.


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That whatever is stated above is true and correct to the best of their knowledge and belief and nothing has been concealed therein.

7.3 OVERDUE LOANS

There are no overdue loans (both foreign and local currency) on the Company or its Sponsors/Directors and its associated companies and undertakings.

7.4 DIVIDEND PAYOUT BY THE GROUP COMPANIES AND ASSOCIATED COMPANIES

There have been no dividends paid by the group companies and associated companies.

7.5 PROFILES OF DIRECTORS

7.5.1 Tayyab Aijaz – Executive Director and Chief Executive Officer

Mr. Tayyab Aijaz Qureshi is a business graduate who started his professional career with Roshan Group in 2003 and made the business a success story. Currently, he is working as the Chief Executive Officer of Roshan Packages. He is also a founding director of PAMCO, a Punjab Agri-marketing company for three years. In his dynamic career history, he has participated and represented Pakistan Horticulture sector packaging industry on many international Platforms.

Mr. Tayyab is focused on strengthening strategic partnerships with clients, vendors and evolving the Company’s business model towards leading edge packaging solution provider for the growth of its packaging products. He is integral in business expansion and in enhancing production capacity of Company and has led its growth through innovation and methodology. He has deep understanding of dynamics of the packaging industry and keeps a close eye on national and international economy.

Mr. Tayyab is executive editor of Monthly Urdu digest and regular analyst and writer of current affairs. Heis a lifetime member of SAARC Chamber of Commerce and Industry and Member of Committee on Paper and Board by Engineering Development Board. He also remained executive member of Board of Management of Sunder Industrial Estate Lahore. Mr. Tayyab is also a founding member of (OPEN) LAHORE CHAPTER - Organization of Pakistani Entrepreneurs of USA and LCCI.

Mr. Tayyab is also the Chief Executive Officer and Director of Roshan Sun Tao Paper Mills, a joint venture between Roshan Packages and Shandong Yongtai Paper Mills, a Chinese corrugated paper producer.

7.5.2 Saadat Aijaz – Executive Director

Mr. Saadat is Director of Sales & Marketing of Roshan Packages. He has helped the Company to build a strategy and value proposition for products and services in packaging industry. While leading the sales and marketing function, he has inspired the team to achieve great results even under tough energy and operating conditions. Mr. Saadat has made substantial contributions to Company’s sale and production network within the country, ensuring that each is at par with the international standards of packaging industry. He has been a driving force behind the Company’s success, allowing it to reach new heights of growth and expansion. He is considered an authority in the supply chain of fruits, vegetables and other perishable commodities.


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Mr. Saadat also contributed as the Chairman of Pakistan Horticulture Development and Export Board (PHDEB) for two years and served as a member for almost ten years. He is also the director of Roshan Enterprises, a leading exporter of fruit to the Middle East, Central Asia, USA and Europe, and is a member of board of directors of Roshan Sun Tao Paper Mills.

7.5.3 Zaki Aijaz – Executive Director

Mr. Zaki is currently acting as the Technical Director for Roshan packages. While leading the technical function, he has been at the forefront of plant erection from planning to physical realization and quality management systems. Leading numerous projects independently has sharpened his skills as a strategist and project analyst and he developed extensive experience of delivering large scale projects. His skills of working, managing and participating in infrastructural development matters are widely acknowledged. He has keen interests in team development through mentoring and liberal trainings.

Mr. Zaki is also working as General Secretary of Sunder Industrial Welfare Association and is a director of Roshan Enterprises and Roshan Sun Tao Paper Mills. He holds a diploma in supply chain management and advanced management from Pakistan Institute of Management and a Managing Family Business diploma from Institute of Business Administration.

7.5.4 Khalid Eijaz Qureshi – Non-Executive Director

Mr. Khalid Eijaz Qureshi is leading Roshan Enterprises, the fruit export company of Roshan Group, and also acts as the Convener at the Agro Export Processing Zone (Karachi, Sindh). Upon start of his career, he worked in various different fields such as Printing, Publication, Packaging, and Export / Import. He acts with a visionary approach towards achieving his targeted goals.

Mr. Khalid, with his extensive experience and in-depth knowledge, has set examples by inspiring the Fresh Produce Industry towards new technology, discovering upcoming marketing trends, and investing in research and development. He is a member of different committees, such as Karachi Chamber of Commerce, All Pakistan Fruits & Vegetables Merchant Association, and International NGO’s.

Under his visionary, principle centered and dynamic leadership, Roshan Group has secured a significant position among fastest growing companies of Pakistan.

7.5.5 Quasim Aijaz – Non-Executive Director

Mr. Quasim is acting as the Production Director of Roshan Enterprises since 1988. He has over 30 years of experience in the field of Production, Publication, and Printing & Export. He started his career in 1984 in the publication field and joined Roshan Enterprises in 1988 as the Production Director, where he looked after production & export of Agro Products.

Mr. Qasim is graduated from Forman Christian College Lahore in 1984 in the field of Economics & Political Sciences. He is a member of Sargodha Chamber of Commerce. He has vastly travelled and has attended various high profile trainings & International exhibitions and is familiar with supply chain and cold store management and Quarantine aspects of Agro Fresh Products. He has actively participated in different workshops organized by government bodies & international NGO’s to get more exposure for the compliance of SPS & to further improve the product quality, keeping the requirements of the Company’s customers in mind.


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7.5.6 Malik Asad Ali Khan – Independent Director

Mr. Asad is the Chairman of the Board of Directors and the President at Abacus Consulting. He has been involved in management consulting for over 30 years with strategic leadership roles, and has undertaken a wide range of multidisciplinary projects advising multinationals, governments and multilateral organizations. He has served as a senior partner at Pricewaterhouse Coopers consulting covering the Middle East and Pakistan region. His diverse portfolio includes working as a thought leader and visionary for a variety of clients in the industry and commerce. He has also been involved in top-level consultancy at the board level and has acted as an advisor to professional board members on corporate boards of several multi-national companies in Pakistan and the Middle East.

7.5.7 Muhammad Naveed Tariq – Independent Director

Mr. Naveed is a qualified chartered accountant by profession from the Institute of Chartered Accountant of Pakistan and has more than 20 years of experience. He started his professional career from KPMG Taseer Hadi & Co. Chartered Accountants and is currently working as partner / director finance of Orbit Developers and Edge Marketing (Private) Limited.

Mr. Naveed has demonstrated ample experience of directing and managing complex financial transaction valuing more than 193 million US Dollars. His experience ranges from high level economic and policy analysis through operational management and financial reviews to detailed planning, design and implementation. His industrial knowledge and wide market exposure allows him for a more comprehensive perspective to any project. His core competency includes tax efficient mergers, acquisitions, strategic financial planning, restructuring, initial public offerings, and placements of TFCs and convertible foreign bonds.

7.6 PROFILES OF OTHER KEY MANAGEMENT

7.6.1 Mr. Syed Hamza Gillani – Chief Financial Officer

Mr. Hamza is an associate member of Institute of chartered accountant of Pakistan and financial veteran with a well-rounded experience of more than nine years. He has acted as the Chief Financial Officer of Roshan Packages since 2012.

He commenced his professional career with Ernst & Young Ford Rhodes Sidat Hyder. Thereafter, he joined one of the leading financial group of his time as Group Senior Manager Corporate Finance and simultaneously served as Chief Financial officer of its investment limited company. During his tenure, he played key role and used his expertise in financial restructuring as well as close monitoring of equity market for the investment companies therein whilst delivering many successful initiatives including conversion of close end fund into open end fund. His area of expertise includes business decisions, financial modeling, project financing, financial restructuring, tax planning and compliance, business process reengineering, corporate compliance and sectorial practices.

He has also served as the non-executive director of Shaheen Insurance Limited.

7.6.2 Mr. Muhammad Adil – Company Secretary

Mr. Adil is a fellow member of Institute of Cost & Management Accountants of Pakistan with more than 12 years of

experience. He has been the Company Secretary at Roshan Packages since 2011. He has diversified experience at

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7.6.3 Mr. Imran Aslam – General Manager Supply Chain

Mr. Imran Aslam is the General Manager of Supply Chain and holds a BSC Engineering and an MBA. He brings 16

years of experience in sales and management services in some renowned names of flexible packaging industries. He

has been with Roshan Packages since 2010 and has since been pivotal for the marketing team as well as he is offering

significant services in the areas of Supply Chain Management. His track record proved him proficient at supply chain

operations, utilizing talent and exceeding all production and sales goals.

7.6.4 Mr. Muhammad Arshad – Head of Corrugation Plant

Mr. Arshad has over 25 years’ hands-on experience in the domestic and international corrugated packaging

industries. He has proven track record of increasing production efficiencies, identifying and solving problems within

strict deadlines and set documentations and procedures following ISO 9001-9003 quality standards. He has

operational experience in all the areas of corrugated packaging (all types of boxes, parathions) and has sound

technical & management skills. His area of expertise includes plant/production, planning, Q/A & Q/C, pre-press,

maintenance, SSD, research and development, factory operational budget and cost management. He is an expert in

optimizing efficiencies of all type of corrugated and converting machines for corrugated products development.

7.6.5 Mr. Mohammad Ahad – Head of Flexible Plant

Mr. Ahad is an associate engineer having more than 38 year of professional experience in the domestic and

international packaging industry. He started his career in 1978 with Packages Limited, and his professional career

includes services as Plant Manager, Head of Department of Flexible Packaging, department in charge of tissue paper,

department in charge of extrusion coating, as well as Production Supervisor and Maintenance Supervisor in

converting departments of international and local packaging firm of repute.

Mr. Ahad is currently looking after all the operational activities of Roshan Packages’ flexible plant and is also involved

in development, maintenance and improvement of company’s technological infrastructure.

7.6.6 Mr. Rizwan Khan Sherwani – Head of Enterprise Resource Planning

Mr. Rizwan is an ACCA member with 10 years of local and international experience in finance and enterprise resource

planning (“ERP”). His natural interest in ERP solutions has led him to develop his career as an ERP professional.

Keeping faith in his interests, he has successfully designed and deployed more than ten ERP solutions in the following

industries packaging, retail, construction, real estate, footwear & financial consultancy.

He is currently serving Roshan Packages as Head of ERP and has successfully designed and implemented SAP in all

the key areas of the business. He is focused in achieving bottom line results by successful designing and

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7.6.7 Mr. Ahmad Khan – Manager Internal Audit

Mr. Ahmad is a member of Association of Certified Chartered Accountants and has c. 5 years of practical experience

in the field of auditing and reporting across various industries, such as packaging, chemicals, fertilizers, textile,

education, and automobile parts. His professional background includes service in KPMG Taseer Hadi & Co. Chartered

Accountant and encompasses competencies like implementing and developing internal controls, risk management,

compliance and business process improvement.

7.6.8 Mr. Farhan Tariq – Human Resource Manager

Farhan is a senior HR professional with 15 years of broad based HR experience with the exposure to Telecom, Textiles,

Manufacturing and Education sectors, strengthened by international exposure. He holds a Master’s degree in Human

Resource Management and another degree in Computer Sciences. He has tremendous record of transforming

systems and creating value through process re-engineering and has strong grip in HR Operations, Compensation &

Benefits, Performance Management, Talent Acquisition and HR automation

7.6.9 Mr. Muhammad Mustafa Shakir – Production Manager Flexible Unit

Mr. Shakir is an associate engineer having professional experience of 16 years within the packaging industry. He has

sound experience with good technical and management skills in all the areas of flexible packaging including flexible

laminates, coax films and barrier films. He has proven track record of increasing production efficiencies, identifying

and solving problems. Mr. Shakir’s is highly skill in optimizing efficiencies off all type of flexible packaging machines.

7.6.10 Mr. Abdul Rehman – Head Quality Assurance Flexible Unit

Mr. Abdul Rehman is qualified professional for quality control having Master’s Degree in Chemistry and certification

in Quality Assurance. He has more than 15 years of experience in flexible packaging line and has served in well-

known flexible packaging organizations. His key skills include developing management systems that ensure highest

quality standards, using innovative approaches to resolve complex problems and promoting high product quality

standards at every opportunity. He is running well-equipped Quality Control Lab with state of the art instruments at

Roshan Packages.

He is a regular participant of high profile trainings and seminars on maintaining quality standards and quality

assurance using latest techniques.

7.6.11 Mr. Khalid Afzal Ayyaz - Head Quality Assurance Corrugation unit

Mr. Khalid is Head of Quality Assurance for the corrugation unit of Roshan Packages. He is qualified quality

professional with educational background of M.S (TQM) and more than 23 years diversified experience with different

industries/sectors like packaging, textile, food and education. His key skills include developing management systems

that ensure the highest quality standards, using innovative approaches to resolve complex problems and promoting

high product quality standards at every opportunity.


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He is exposed, to get involved and to be the best of what he can be in promoting and attaining company objectives

& goals and strive to achieve the optimization & excellence in his scope of work. He is a regular participant of high

profile trainings and seminars on maintaining quality standards and quality assurance using latest techniques.

7.7 NUMBER OF DIRECTORS

Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not have less than seven (7) directors. At present, the Board consists of seven (7) directors, including the Chief Executive Officer.

7.8 QUALIFICATION OF DIRECTORS

No person shall be appointed as a Director of the Company who is ineligible to be appointed as Director on any one or more of the grounds enumerated in Section 187 of the Ordinance or any other law for the time being in force.

7.9 REMUNERATION OF THE DIRECTORS

According to Article 64 of the Articles of Association, any director who serves on any committee or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the directors are outside the scope of the ordinary duties of a director, may be paid such extra remuneration as the directors may determine from time to time. The remuneration of a director for attending meetings of the board shall from time to time be determined by the directors.

7.10 BENEFITS TO PROMOTERS AND OFFICERS

No benefit has been given or is intended to be given by the Company to the promoters and officers of the Company other than remuneration for services rendered by them as full time executives of the Company.

7.11 INTEREST OF DIRECTORS

The directors may be deemed to be interested to the extent of fees payable to them for attending Board meetings. The Directors performing whole time services in the Company may also be deemed interested in the remuneration payable to them by the Company. The nominee directors have interest in the Company to the extent of representing the sponsors in the capital of the Company.

7.12 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be acquired by the Company.

7.13 ELECTION OF DIRECTORS


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The Directors of the Company are elected for a term of three years in accordance with the procedure laid down in section 178 of the Ordinance.

The Directors shall comply with the provisions of Sections 174 to 178 and Sections 180 and 184 relating to the election of Directors and matters ancillary thereto.

Subject to the provisions of the Ordinance, the Company may from time to time increase or decrease the number of Directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but the person so appointed shall be subject to retirement at the same time as if he / she had become a Director on the day on which the Director in whose place he / she is chosen was last elected as Director.

The Company may remove a Director in accordance with the provisions of the Ordinance.

Three of the present directors were elected during November 2015 for a period of three years, while the remaining directors were appointed on September 23, 2016, before the conversion of the company from a private limited to a public limited.

7.14 VOTING RIGHTS

According to Article 45 of the Articles of Association, subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote except for election of directors in which case the provisions of section 178 of the Ordinance shall apply. On a poll every member shall have voting rights as laid down in section 160 of the Ordinance.

7.15 INTERNAL AUDIT

The Board of Directors has set up an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time basis.

The audit committee comprises of the following members:

Mr. Khalid Eijaz Qureshi

Mr. Muhammad Naveed Tariq

Mr. Quasim Aijaz

7.16 HUMAN RESOURCE AND REMUNERATION COMMITTEE

The Board of Directors has set up an effective Human Resources function managed by suitable and qualified personnel who are conversant with the policies & procedures of the Company and are involved in Human Resources function on a full time basis.

The human resource and remuneration committee comprises of the following members:

Mr. Malik Asad Ali Khan

Mr. Khalid Eijaz Qureshi

Mr. Tayyab Aijaz


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7.17 BORROWING POWERS OF DIRECTORS

According to Article 78 of the Articles of Association:

the directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and assets (both present and future), and to issue debentures, debenture stocks, and other securities, weather outright or as collateral security for any debt, liability or obligation of the company or of any third party

in exercising the powers of the Company aforesaid the directors may, from time to time and on such terms and conditions as they think fit, raise money from banks and financial institutions and from other persons under any permitted system of financing, whether providing for payment of interest or some other form of return, and in particular the directors may raise money on the basis of the mark up on price, musharika, modaraba or any other permitted mode of financing.

in regard to the issue of securities the directors may exercise all or any of the powers of the Company arising under Sections 87 and 120 of the Ordinance and in particular the directors may issue any security as defined in Section 2(1) (34) of the Ordinance or may issue any instrument or certificate representing redeemable capital as defined in section 2(1) (30A) of the Ordinance or participatory redeemable capital as defined in section 2(1) (25) of the Ordinance.

any debentures, debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawing, allotment of shares, attending and voting at general meetings of the Company, appointment of directors of the Company or otherwise.

7.18 POWERS OF DIRECTORS

The directors shall have all the power to run and manage the Company subject to any restrictions under the Ordinance.

7.19 CORPORATE GOVERNANCE

The Company shall comply with all the rules and regulations applicable to the Company with regards to the Code of Corporate Governance of Listed Companies. Furthermore, the Company will also ensure that at least half of the board of directors will have fulfilled the requirement of the director’s training by June 2018 as required under the PSX regulations.

The Company shall also encourage representation of minority shareholders on the board of directors.

7.20 INVESTMENT IN SUBSIDIARIES

Roshan Packages Limited has invested PKR 200.56 million in Roshan Sun Tao Paper Mills (Pvt.) Limited, a subsidiary created under a joint venture with Shandong Yongtai Paper Mill Company Limited, a company of the China-based Shandong Yulong Real Estate group. Roshan Packages holds a 60% equity stake in Roshan Sun Tao. The principle objective of the subsidiary company is to manufacture high grade corrugated paper for use in Roshan Packages’ corrugation packaging plant, as well as to supply paper to the domestic paper and packaging industry.


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Roshan Sun Tao was incorporated on January 8th, 2016 as a private limited company. The registered office of Roshan Sun Tao is located at 325 G-III M.A. Johar Town, Lahore, and its principle manufacturing facility is located at Tehsil, Sheikhupura.

The subsidiary is a green-field project and is expected to be operational by start of FY 2019.

7.21 INVESTMENT IN ASSOCIATED COMPANIES

Roshan Packages Limited has no investments in any associated companies.

7.22 REVALUATION OF FIXED ASSETS

Roshan Packages conducted an independent valuation of its operating fixed assets on June 30th, 2016 in order to reflect their true market values.

PKR in thousands Cost as of 1/7/2015 Additions Transfers Disposals Revaluation

Cost as of 30/6/2016

Freehold Land 153,847 68,365 - (17,422) 609,335 814,125

Buildings 325,368 147,729 - - 317,644 790,741

Plant and Machinery 901,780 546,116 - - 351,462 1,799,358

Electrical Installations 31,244 34,610 - - 7,437 73,291

Furniture and Fixtures 5,728 1,163 - - 6,891

Office Equipment 31,104 2,613 - - - 33,717

Vehicles 35,157 17,350 2,418 (18,829) - 36,095

TOTAL 1,484,227 817,945 2,418 (36,251) 1,285,878 3,554,217

The independent valuation was performed by Unicorn International Surveyors (“UIS”), who utilized various valuation techniques to assess market values of the Company’s assets. For freehold land, UIS used a sales comparison approach, where sale prices of comparable land in close proximity were adjusted for differences in key attributes such as location and size of the property, with the most significant input being price per square footage. For buildings on freehold land, plant and machinery, and electrical installations, UIS used a depreciated replacement cost approach, whereby the current cost of construction of similar assets in similar locations, of similar levels of technology, or similar make / origin etc., were depreciated at suitable rates to arrive at the assets’ present market value.

7.23 CAPITALIZATION OF RESERVES

Roshan Packages capitalized unappropriated profits of PKR 456,010,000 into 45,601,000 ordinary shares of PKR 10/- each on September 23rd 2016 as part of an interim bonus shares issuance out of unappropriated profits. Other than that there has been no capitalization of reserves since the incorporation of Roshan Packages Limited.


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8 MISCELLANEOUS INFORMATION

8.1 REGISTERED OFFICE / CORPORATE OFFICE

Roshan Packages Limited 325 G-III, M.A Johar Town Lahore, Pakistan

8.2 PLANT ADDRESS OF THE COMPANY

Corrugation Plant

7 KM, Sunder-Raiwind Road, Opp. Gate # 1, Sunder-Industrial Estate Lahore, Pakistan

Flexible Plant

Plot No. 141,142, 142 A Sunder-Industrial Estate Raiwind, Lahore, Pakistan

8.3 ADDRESS OF THE SUBSIDIARY COMPANY

Roshan Sun Tao Paper Mill 325 G-III, M.A Johar Town Lahore, Pakistan Roshan Sun Tao Paper Plant Tehsil, Sheikhupura

8.4 BANKER TO THE ISSUE FOR BOOK BUILDING

Dubai Islamic Bank

8.5 BANKERS TO THE ISSUE

Askari Bank Limited Albaraka Bank Allied Bank Limited Bank Alfalah Limited Dubai Islamic Bank Faysal Bank Limited Habib Bank Limited Habib Metropolitan Bank MCB Bank Limited Meezan Bank


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Summit Bank Limited United Bank Limited

8.6 BID COLLECTION CENTERS



Direct Number: 021 3246 5891 PABX Number: 021 111 245 111 PABX Number: 021 111 245 111 Fax Number: 021 3242 9653 Fax Number: 021 3242 9653 Email: [email protected]

Email: [email protected] Postal Address: Naya Nazimabad, Mangophir Road, Karachi Postal Address: Arif Habib Center, 23 MT Khan Road,

Karachi

Lahore Islamabad Contact Person: Muhammad Waleed Rahmani Contact Person: Muhammad Nouman Zamurrad Mobile Number: 0321 821 0504 Mobile Number: 0321 821 0507

Email: [email protected] Direct Number: 051 260 5624 Ext: 8150 Postal Address: Room # 220, Arif Habib Limited,



Peshawar Quetta Contact Person: Amjad Khan Contact Person: Farrukh Javed Mobile Number: 0321 821 0508 Mobile Number: 0321 821 0503 Direct Number: 091 525 0502 Direct Number: 081 8265612 081 Email: [email protected] Email: [email protected] Postal Address: Main Saddar Road, near State Bank,



8.7 BANKERS TO THE COMPANY

MCB Bank Limited Habib Bank Limited United Bank Limited Allied Bank Limited Dubai Islamic Bank Meezan Bank Limited Askari Bank Limited

8.8 AUDITORS OF THE COMPANY

A.F. Ferguson & Co. 23-C, Aziz Avenue, Canal Bank Gulberg-V, Lahore







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8.9 LEGAL ADVISOR OF THE COMPANY & THE ISSUE

Zahid Irfan Room No 14 2nd Floor 87 The Mall Lahore

8.10 LEAD MANAGER & ARRANGER

Arif Habib Limited Arif Habib Center 23, MT Khan Road, Karachi Tel: 021-32465891 Fax: 021-32429653 Email: [email protected] Website: www.arifhabibltd.com

8.11 BOOK RUNNER TO THE ISSUE

Arif Habib Limited Arif Habib Center 23, MT Khan Road, Karachi Tel: 021-32465891 Fax: 021-32429653 Email: [email protected] Website: www.arifhabibltd.com

8.12 COMPUTER BALLOTER & SHARES REGISTRAR

Central Depository Company of Pakistan Limited CDC House, 99-B, Block-B, S.M.C.H.S Main Shahrah-e-Faisal, Karachi Tel: (021) 111-111-500

8.13 UNDERWRITING AGREEMENTS

Within five (5) working days of the closing of the Bidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and also disseminated through stock exchange where shares are to be listed.

Supplement to the Prospectus would contain among other information, information relating names of the Underwriters for the General Public Portion of the Issue and Underwriting Commission.




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8.14 DUE DILIGENCE REPORTS

The Due Diligence Reports will be furnished along with the Underwriting Agreements for the General Public Portion within five (5) working days of the closing of the Bidding Period.

8.15 MATERIAL CONTRACTS & DOCUMENTS OF ROSHAN PACKAGES LIMITED

8.15.1 Details of Short-Term Financing Facilities

Bank Facility Limit (PKR

millions)

Mark-up Commission

Date Sanctioned

Expiry / Review Date

Dubai Islamic Bank

Import Murabaha 150 Relevant KIBOR* + 1%

October 2016 April 2017

Wakala Istithmar-Local 150 Relevant KIBOR* + 1%

United Bank Limited

FATR 300 1 Month KIBOR + 1%

November 2016

March 2017

FE 25 300 To be decided on case to case basis

Running Finance 50 1 Month KIBOR + 1%

Bank Guarantee 0.2 0.15% per quarter

Meezan Bank Limited

Istisna 250 6 Months KIBOR + 1%

July 2016 March 2017

Murabaha Local / Musawama Import

250 6 Months KIBOR + 1%

Car Ijarah I 13.66 6 Months KIBOR + 1.5%

Car Ijarah II 47.5 6 Months KIBOR + 1.5%

Habib Bank Limited

FATR 150 6 Months KIBOR + 1%

April 2016 March 2017

Inland Bill Purchase 50 Matching Months KIBOR + 1%


Letter of Guarantee 10 As per Schedule of charges of HBL

Muslim Commercial Bank Limited


June 2016 April 2017

FATR 200 3 Month KIBOR + 1%

Askari Bank Limited

Import Murabaha / Local Murahaba

200 Matching KIBOR + 0.5%

May 2016 June 2017


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Istisna 200 Matching KIBOR + 0.5%

Ijarah 20 6 Month KIBOR + 1%

Allied Bank Limited

FATR 150 3 Months KIBOR + 0.75%

August 2016 March 2017 IBP 50 3 Months KIBOR + 0.75%

Running Finance 100 3 Months KIBOR + 0.75%

The relevant KIBOR rate will be decided based on the tenor of the short-term borrowing drawn. For example, the three month KIBOR rate will be applicable on a three months borrowing whereas the one month KIBOR will be applicable on a one month borrowing.

8.15.2 Details of Long-term Financing Facilities

Bank Facility Limit (PKR

millions)

Amount Disbursed (PKR millions)*

Mark-up Commission

Date Sanctioned


Dubai Islamic Bank

Diminishing Musharaka

400 400 3 Months KIBOR + 0.9%

October 2016

April 2017

United Bank Limited

Term Finance 400 351 6 Months KIBOR + 0.9%

November 2016

March 2017

Meezan Bank Limited

Diminishing Musharaka

200 - 6 Months KIBOR + 1%

June 2016 March 2017

*as of September 30th, 2016

8.15.3 Details of Non-Funded Financing Facilities

Bank Facility Limit (PKR millions)

Mark-up Commission

Date Sanctioned


Dubai Islamic Bank Letter of Credit 150 0.05% per quarter October 2016 April 2017

United Bank Limited Letter of Credit 300 0.05% per quarter November 2016

March 2017

Meezan Bank Limited Letter of Credit 100 0.05% per quarter June 2016 March 2017

Habib Bank Limited Letter of Credit 220 0.05% per quarter August 2016 March 2017

Muslim Commercial Bank Limited

Letter of Credit 200 0.05% per quarter June 2016 April 2017

Askari Bank Limited Letter of Credit 200 0.04% per quarter (opening) and 0.05% per quarter (retirement)

May 2016 January 2017

Allied Bank Limited Letter of Credit 250 0.065% per quarter August 2016 March 2017


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8.15.4 Details of Related Party Agreements

Title of Agreement Party to the Agreement

Date Particular

Joint-Venture Agreement Shandong Yongtai Paper Mill Company Limited

January 6, 2016 Agreement to establish Roshan Sun Tao Paper Mills (Pvt.) Limited

8.15.5 Details of Other Company Related Agreements

Title of Agreement Party to the Agreement

Date Particular

Construction Agreement Banu Mukhtar Contracting (Pvt.) Ltd.

June 8th, 2015

Construction of chemical and ink hall, utility building, printing hall, extrusion hall, underground water tank, and other necessary installations for flexible plant expansion

Construction Agreement Banu Mukhtar Contracting (Pvt.) Ltd.

June 30th, 2016 Construction of new building for installation of BHS corrugator

Ijarah Agreement Askari Bank Ltd. July 13th, 2015 Ijarah for various cars

Ijarah Agreement Meezan Bank Ltd. March 28th, 2016 Ijarah for various cars

End User License Agreement

SAP Malaysia December 15th, 2014

End user license for SAP Business One Software

Vendor Purchase Agreement

WindMoller & Holscher

December 16th, 2014

For import of Varex II 5 layer co-extrusion line


WindMoller & Holscher

November 28th, 2014

For import of 8 color Gravure printing machine


BHS January 6th, 2016 For import of BHS corrugator


Comexi Group Industries

October 28th, 2016 For import of one Nexus Laminating Machine


Uteco Converting February 29th, 2016

For import of Wax Coating Machine

8.16 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the Memorandum and Articles of Association, the Audited Financial Statements, the Auditor’s Certificates, Information Memorandum and copies of agreements referred to in this Prospectus may be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Prospectus until the closing of the subscription list.

8.17 LEGAL PROCEEDINGS

There are ordinary litigations incidental to the business, to which the Company is a party. However, none of them have any material impact on the Company or its shareholders except for the following:


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Additional Commissioner Inland Revenue (“ACIR”), through an order dated May 22, 2012 disallowed the Company’s claim of tax credit of PKR 11.112 million against a minimum tax liability for Tax Year 2011. Against the subject order, the Company’s management preferred an appeal before the Commissioner of Inland Revenue, who upheld the ACIR’s order. The Company’s management has preferred a second appeal before the Appellate Tribunal Inland Revenue (“ATIR”) which is pending adjudication. The Company’s management considers that reasonable grounds exist to support its stance in the appeal and is of the view that the decision would be in the Company’s favor. Consequently, no provision has been made to the Company’s financial accounts.

8.18 MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and with every issue of the Prospectus except the one that is released in newspapers as advertisement.

8.19 FINANCIAL YEAR OF THE COMPANY

The financial year of the Company commences on 1st July and ends on 30th June each year.


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9 APPLICATION AND ALLOTMENT INSTRUCTIONS

9.1 ELIGIBLE INVESTORS INCLUDE:

Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

Foreign Nationals whether living in or outside Pakistan

Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

Mutual Funds, Provident / Pension / Gratuity Funds / Trusts, (subject to the terms of the Trust Deed and existing regulations); and

Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

9.2 APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR

ALEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62 GM

9.3 COPIES OF THE PROSPECTUS

Copies of this Prospectus and applications forms can be obtained from members of PSX the Bankers to the Issue and their Branches, the Lead Manager, Arrangers & the Book Runner, and the registered office of the Company. The Prospectus and the Application Form can also be downloaded from the following websites:

http://www.arifhabibltd.com, http://roshanpackages.com.pk

The applicants opting for scrip-less form of shares are required to complete the relevant sections of the application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the applicant’s own CDC account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Company reserves the right to issue shares in physical form.

9.4 NAMES(S) AND ADDRESS(ES) MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH AND SHOULD

NOT BE ABBREVIATED

9.5 ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THE ONE

RECORDED WITH THE APPLICANT’S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE

BANK AND COMPUTERIZED NATIONAL IDENTITY CARD (CNIC) OR THE NATIONAL IDENTITY CARD

FOR OVERSEAS PAKISTANI (NICOP) OR PASSPORT, BOTH THE SIGNATURES SHOULD BE AFFIXED ON

THE APPLICATION FORM.

9.6 APPLICATIONS MADE BY INDIVIDUAL INVESTORS

In case of individual investors, an attested photocopy of CNIC (in case of Resident Pakistanis) / NICOP or Passport (in case of Non-Resident Pakistanis) as the case may be, should be enclosed and the number of CNIC / NICOP / Passport should be written against the name of the applicant. Copy of these documents can be

http://www.akdsecurities.net/

http://roshanpackages.com.pk/


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attested by any Federal / Provincial Government Gazette Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant's residence.

Original CNIC / NICOP / Passport, along with one attested photocopy, must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.

9.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

Applications made by companies, corporate bodies, mutual funds, provident / pension / gratuity funds / trusts and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal / Provincial Government Gazette Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant's residence can attest copies of such documents.

Attested photocopies of the documents mentioned in 9.7 (i) must be produced for verification to the Banker to the Issue and the applicant's banker (if different from the Banker to the Issue) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

9.8 ADDITIONAL INSTRUCTIONS FOR INVESTORS

Only one application will be accepted against each account, however, in case of joint account, one application may be submitted in the name of each joint account holder.

Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs / NICOP / Passport. The share certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of Shares.

Subscription money must be paid by check drawn on applicant's own bank account or pay order / bank draft payable to one of the Bankers to the Issue “Roshan Packages Limited (IPO)” and crossed “A/C PAYEE ONLY”.

For the applications made through pay order / bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order / bank draft individually for each application.

The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares.

Applications are not to be made by minors and / or persons of unsound mind.

Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the Application Form.


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Applicants should retain the bottom portion of their Application Forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Shares for which the application has been made.

Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

Submission of false and fictitious applications is prohibited and such applications’ money may be forfeited under section 87(8) of the Securities Act, 2015.

9.9 ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of Memorandum of Association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant's residence.

Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistan's Foreign Exchange Manual.

9.10 BASIS OF ALLOTMENT

The basis and conditions of transfer of shares to the General Public shall be as follows:

The minimum value of application will be calculated as Issue Price x 500 Shares. Application for amount below the minimum value shall not be entertained.

Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

Allotment / Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus.

Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / or the instructions by the Securities & Exchange Commission of Pakistan.

Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

The Company will dispatch Shares to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).


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9.11 E-IPO FACILITIES

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United Bank Limited (“UBL”) and Summit Bank Limited (“SMBL”) that is among the Bankers to the Issue.

The accountholders of UBL can use UBL net-banking to submit their applications online via link:


The accountholders of SMBL can use SMBL net-banking to submit their applications online via link:

https://ib.summitbank.com.pk

The accountholders of UBL & SMBL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on January 31, 2017.



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10 REGISTRATION FORM AND BIDDING FORM

INSTRUCTIONS FOR REGISTRATION AND BIDDING

REGISTRATION PERIOD OPENS FROM JANUARY 12, 2017 TO JANUARY 17, 2017 BETWEEN 9:00 AM TO 5:00 PM AND BETWEEN 9:00 AM TO 3:00 PM ON JANUARY 18, 2017

BIDDING PERIOD OPENS FROM JANUARY 17, 2017 TO JANUARY 18, 2017 BETWEEN 9:00 AM TO 5:00 PM

INITIAL PUBLIC OFFERING OF ORDINARY SHARES OF ROSHAN PACKAGES LIMITED (“RPL” or the “Company”) THROUGH BOOK BUILDING PROCESS AT A FLOOR PRICE OF PKR 35.00/- PER SHARE

The Present Issue comprises of 32,500,000 Ordinary Shares (30.23% of the Total Post-IPO Paid-up Capital of the

Company with Face Value of PKR 10.00/- each).

Book Building portion of the Issue comprises of 24,375,000 Ordinary Shares (75% of the Total Issue Size) at a Floor

Price of PKR 35.00/- per share (including a premium of PKR 25.00/- per share)

Instructions for Registration and Bidding

1. Only registered investors will be eligible to participate in the bidding process. 2. Investors are required to fill in the Registration Form and submit the complete Registration Form along with

Margin Money at the Bid Collection Centers during the Registration Period. 3. For deposit of Margin Money only Pay Orders, Demand Drafts or a bank receipt evidencing Online Transfers

in the designated bank account shall be accepted during the Bidding Period. Each eligible investor shall only submit a single pay order, demand draft or evidence of online transfer of money along with the Registration Form. It may also be noted that only a single pay order, demand draft or evidence of online transfer of money shall be accepted by the Book Runner along with each Additional Payment Form.

4. Once the investor is registered in the System, the investor will receive Username and Password via an automatically generated e-mail through the System software.

5. Investors can directly place their bids online during the Bidding Period by using the Username and Password provided to them via e-mail or submit the Bidding Form at the bid collection centres in person.

6. On entry of bid in the System, the investors will receive an e-mail confirmation of their bid via the System software.

7. Investors can revise and withdraw their bids online. Please visit www.bkb.psx.com.pk to access online portal. Online access will be available for bid revisions during the Bidding Period from 9:00 am to 5:00 pm. An investor will not be allowed to place or revise a bid with a price variation of more than 20% of the prevailing Indicative Strike Price. No downward revision shall be allowed after 4:00 pm on last day of the Bidding Period.

Please Note:

1. Fill in all the particulars of the form accurately in BLOCK LETTERS. 2. For deposit of margin money, only Pay Orders, Demand Draft will be accepted or online transfer facility

(pay order or demand draft may be deposited at any branch of Dubai Islamic Bank and evidence to be submitted to the book runner) into the respective IPO account of the Issuer, A/C No. 0040093004, titled “Roshan Packages Limited (Book Building)”, maintained at Dubai Islamic Bank, Gulberg Branch, Lahore.

3. Kindly provide a copy of CNIC or Passport (in case of Individual Investors) or NTN Certificate / Certificate of Incorporation (in case of Institutional Investor) along with the Registration Form.

4. Applicants are requested to provide accurate contact details. Please provide accurate landline number(s), mobile number(s), fax number(s), UIN(s), NTN number and e-mail address(es).

5. Bidders are requested to provide two copies of the bidding instrument at the time of bid submission. 6. The National Taxation Number (“NTN”) of Roshan Packages Limited is 1436951-6. This NTN shall be

http://www.bkb.psx.com.pk/


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required by applicants for making their respective pay orders. 7. The Bidder is required to duly fill Additional Payment Form for depositing additional funds for enhancement

of deposit amount. 8. All payments are to be made in favor of “Roshan Packages Limited (Book Building)” at any of the following

bidding centers:



Direct Number: 021 3246 5891 PABX Number: 021 111 245 111 PABX Number: 021 111 245 111 Fax Number: 021 3242 9653 Fax Number: 021 3242 9653 Email: [email protected]

Email: [email protected] Postal Address: Naya Nazimabad, Mangophir Road, Karachi Postal Address: Arif Habib Center, 23 MT Khan Road,

Karachi

Lahore Islamabad Contact Person: Muhammad Waleed Rahmani Contact Person: Muhammad Nouman Zamurrad Mobile Number: 0321 821 0504 Mobile Number: 0321 821 0507

Email: [email protected] Direct Number: 051 260 5624 Ext: 8150 Postal Address: Room # 220, Arif Habib Limited,



Peshawar Quetta Contact Person: Amjad Khan Contact Person: Farrukh Javed Mobile Number: 0321 821 0508 Mobile Number: 0321 821 0503

Direct Number: 091 525 0502 Direct Number: 081 8265612 081 Email: [email protected] Email: [email protected] Postal Address: Main Saddar Road, near State Bank,



9. CASH SHOULD NOT BE SUBMITTED WITH REGISTRATION FORM AT THE BID COLLECTION CENTER.

10. THE BID SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM ALONG WITH THE REGISTRATION FORM IN PERSON OR THROUGH FAX AT THE NUMBERS MENTIONED IN NOTE 8 ABOVE. REGISTERED INVESTORS CAN ALSO PLACE THEIR BIDS DIRECTLY VIA THE ONLINE PORTAL BY VISITING WWW.BKB.PSX.COM.PK.

11. Bids can be placed at “Limit Price” or “Step Bid”.

a) Payment for Limit Price:

If investors are placing their bids through “Limit Price” then they shall deposit the Margin Money based on

the number of shares they are bidding for at their stated bid price.

For instance, a Bidder may bid for 2 million shares at PKR 38.00 per share, then total Application Money

would amount to PKR 76 million. The Bid Amount will be PKR 76 million. Since the Bidder has placed a Limit

Bid of PKR 38.00 per share, this indicates that he / she / it is willing to subscribe the shares at a price up to

PKR 38.00 per share.






http://www.bkb.psx.com/


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b) Payment for Step Bid:

If investors are placing their bids through “Step Bid” which is a series of limit bid at increasing prices then

they shall deposit the Margin Money / Bid Amount based on the total number of shares they are bidding

for at their stated bid price. The aggregate amount of step bid shall not be less than PKR 1,000,000/- and

the amount of any step shall also not be less than PKR 1,000,000/-.

Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The

Bidders may, for instance, make a bid for 0.5 million shares at PKR 36.00 per share, 1 million shares at PKR

38.00 per share and 1.5 million shares at PKR 40.00 per share then in essence the investor has placed one

Step Bid comprising of three Limit Bids at increasing prices. The bid amount will be PKR 116 million. In case

of Individual Investor, the Margin Money will be 100% i.e. PKR 116 million whereas in case of Institutional

Investor the Margin Money shall be 25% of the bid amount i.e. PKR 29 million.

12. The applicant, if Individual Investor, shall submit amount of 100% of the application money as Bid / Margin Money whereas Institutional Investors shall submit not less than 25% of the application money.

13. Book Runner shall not accept or register any new Bidders after 3:00pm during the last day of Bidding Period and after 4:00pm no bid shall be withdrawn from the System.

14. The Bidder can view the color of the book, i.e. bid price and number of shares against each bid price online anytime during the Bidding Period at the following websites: www.psx.com.pk

15. Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price and the number of shares provisionally allotted to each of them.

16. The successful institutional Bidders shall, within three (3) working days of the closing of the Bidding Period, deposit the balance amount, if required, as consideration against allotment of shares.

17. Where a successful Bidder defaults in payment of shares allotted to him, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner.

18. Final allotment of shares out of the Book Building Issue shall be made after receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be transferred at the time of transfer of shares out of the general public offer to successful applicants.

19. Margin Money of unsuccessful Bidders shall be refunded within five (5) working days of the close of the Bidding Period, through courier, to the address submitted on the Bidding Form.

http://www.psx.com.pk/


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REGISTRATION FORM

Book Runner Tick One KHI LHR ISB

PSH QUT

Registration Dates January 12, 2017 to

January 18, 2017

Bidding Dates January 17, 2017 to

January 18, 2017

Bidding Form No.

INITIAL PUBLIC OFFERING OF ORDINARY SHARES OF ROSHAN PACKAGES LIMITED THROUGH BOOK BUILDING PROCESS AT A FLOOR PRICE OF PKR 35.00 PER SHARE (INCLUDING A PREMIUM OF PKR 25.00/- PER SHARE)

PLEASE FILL THE FORM IN BLOCK LETTERS. PLEASE PROVIDE ACCURATE DETAILS TO AVOID ANY INCONVENIENCE.

ELIGIBLE INVESTORS MUST SUBMIT ONLY ONE PAYORDER ALONG WITH THE REGISTRATION FORM.

Name CNIC #

NTN*

Address

Cell #

Land Line #

E-mail Fax #

PLEASE TICK THE APPROPRIATE BOX Nationality (If other than Pakistani) Local Institutional Investor Resident

Foreign Institutional Investor Non Resident

Individual Investor Foreigner

*INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE SHAREHOLDERS AS TAX RETURN FILER OR NON-FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT REDUCED TAX RATE OF 12.50% APPLIES TO FILERS INSTEAD OF 20.0% FOR NON-FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, BY THE COMPANIES. Payment Details: Payments to be made in favor of “Roshan Packages Limited (Book Building)”

Amount in Figures Instrument #

Instrument Date Margin %age

Banker’s Name, Address & Branch

CDC Details for Sub A/C & House A/C

CDC Participant Name CDC Participant ID

Sub A/C No. House A/C No.

CDC Details for Investor A/C

CDC Investor Service A/C ID CDC Investor A/C No.

I DECLARE THAT I have read all the term and conditions stated in the Prospectus and the Instructions Page of the Bidding Form. The same terms

and conditions would be applicable on the Registration Form.

Signature of Bidder: _____________________________


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DUPLICATE REGISTRATION FORM

Book Runner Tick One KHI LHR ISB

PSH QUT

Registration Dates January 12, 2017 to

January 18, 2017


January 18, 2017

Bidding Form No.


PLEASE FILL THE FORM IN BLOCK LETTERS. PLEASE PROVIDE ACCURATE DETAILS TO AVOID ANY INCONVENIENCE.

ELIGIBLE INVESTORS MUST SUBMIT ONLY ONE PAYORDER ALONG WITH THE REGISTRATION FORM.

Name CNIC #

NTN*

Address

Cell #

Land Line #

E-mail Fax #

PLEASE TICK THE APPROPRIATE BOX Nationality (If other than Pakistani) Local Institutional Investor Resident

Foreign Institutional Investor Non Resident

Individual Investor Foreigner

*INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE SHAREHOLDERS AS TAX RETURN FILER OR NON-FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT REDUCED TAX RATE OF 12.50% APPLIES TO FILERS INSTEAD OF 20.0% FOR NON-FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, BY THE COMPANIES. Payment Details: Payments to be made in favor of “Roshan Packages Limited (Book Building)”

Amount in Figures Instrument #

Instrument Date Margin %age


CDC Details for Sub A/C & House A/C

CDC Participant Name CDC Participant ID

Sub A/C No. House A/C No.

CDC Details for Investor A/C

CDC Investor Service A/C ID CDC Investor A/C No.

I DECLARE THAT I have read all the term and conditions stated in the Prospectus and the Instructions Page of the Bidding Form. The same terms

and conditions would be applicable on the Registration Form.



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Bidding Form


Book Runner

Tick One KHI LHR ISB PSH QUT


January 18, 2017

Bidding Form No.


PLEASE FILL THE FORM IN BLOCK LETTERS. PLEASE MAKE SURE TO PROVIDE ACCURATE DETAILS TO AVOID ANY INCONVENIENCE

Name

PLEASE TICK THE APPROPRIATE BOX

Local Institutional Investor

Foreign Institutional Investor

Individual Investor

Address

Cell #

Resident

Nationality (If other than Pakistani)

Land Line #

Non-Resident

Foreigner

Fax # E-mail: CNIC #

NTN* *INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE SHAREHOLDERS AS TAX RETURN FILER OR NON-FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT REDUCED TAX RATE OF 12.50% APPLIES TO FILERS INSTEAD OF 20.0% FOR NON-FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, BY THE COMPANIES.

In case the Applicant intends that if Shares applied for are issued to him/it and the dividend declared by the Company, if any, is credited directly in his/it bank account, instead of issued of dividend warrants, then please fill in the following boxes:

Title of Account

Account Number

Bank Name

Branch Name & Address

The Directors of Roshan Packages Limited 325 G-III, M.A. Johar Town Lahore, Pakistan Dear Sir, On the basis of Prospectus by Roshan Packages Limited for the Initial Public Offering of Shares, I/we hereby bid for subscription of Shares of the Company as under:

Bid Details

No. of Shares Bid Price Per Share Total Amount

Bid Option (Please tick) (In Figures) (In Figures) (In Figures)

Limit Order

Step Order:

Option (1)

Option (2)

Option (3)

Option (4)

Total (Shares and Price)

Important Instructions: 1) Bids should be placed for a minimum amount of PKR 1,000,000/-. It should also be noted that no. of shares bid for should be rounded and

fractional shares will not be acceptable. Please ensure that after rounding the number of shares multiplied by your bid price, is at least PKR 1,000,000/-.

2) Eligible Investors who want to place a Step Bid, must ensure that each step amounts to PKR 1,000,000/- at least. 3) Any Bid received below the Floor Price will not be accepted by the Book Runner. 4) An investor shall not make a bid with price variation of more than 20% of the prevailing indicative strike price.



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In terms of the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange (“PSX”), I/we am/are eligible to bid in this Initial Public

Offering. The amount payable on bidding is remitted herewith which is the applicable margin amount. I/We agree to pay the balance amount of application

money, if any, upon successful allocation of shares. In case no shares are allotted to me/us you are hereby authorized to return to me/us by demand

draft/pay order application money, within five (5) working days of the close of the bidding period.

I/We agree that this is a binding agreement to accept the number of shares as may be allocated to me/us subject to the terms of the Prospectus, the bidding

form and other applicable laws. I/ we undertake that I/we will sign all such other documents and do all such acts, if necessary on my/our part to enable

me/us to be allocated/allotted/transferred the shares and to pay for the same. I/we authorize you to place my/our name(s) on the register of the members

of the Company as holder(s) of the shares that will be allocated/allotted/transferred to me/us and to register my/our address as given below. I/ We noted

that the Book Runner is entitled, in its absolute discretion to accept or reject this Bidding Application for reason(s) to be recorded in writing and the reason(s)

should be disclosed to us forthwith. I/We have no objection if there are necessary changes made in the Prospectus for filling of the same with the Securities

and Exchange Commission of Pakistan (“SECP”).

I understand that the Issuer, the book runner, SECP and the Stock Exchange reserve the right of legal action against me under the law, if I submit a fictitious

bid and/or my the instrument deposited by me for margin money is bounced.

I DECLARE THAT: i) I AM/WE ARE NATIONAL(S) AND RESIDENT(S) OF PAKISTAN; ii) FORIEGNER; iii) I AM/WE ARE NOT MINOR(S); iv) I/ WE HAVE NOT MADE

NOR HAVE I/WE INSTRUCTED ANY OTHER PERSON(S)/INSTITUTION(S) TO MAKE ANY OTHER APPLICATION(S) IN MY/OUR NAME(S) OR IN THE NAME OF ANY

OTHER PERSON ON MY/OUR BEHALF OR IN ANY FICTITOUS NAME, IN CASE OF ANY INFORMATION GIVEN HEREIN BEING INCORRECT I/WE UNDERSTAND

THAT I/WE SHALL NOT BE ENTITLED FOR ALLOCATION/ALLOTMENT/TRANSFER OF SHARES.

Important Instructions:

1) Bids shall only be entered for those Eligible Investors who have submitted a duly filled Registration Form as prescribed by the Book Runner. 2) Bid money / margin money shall be deposited through demand draft, pay order in favor of “Roshan Packages Limited (Book Building)”. For online

transfer facility (pay order or demand draft may be deposited at any branch of Dubai Islamic Bank and evidence to be submitted to the Book

Runner) the payment shall be made into A/C # 0040093004 being maintained at Dubai Islamic Bank – Gulberg Branch, Lahore with the Account

Title “Roshan Packages Limited (Book Building)”.

3) For deposit of margin money, only Pay Orders, Demand Drafts, or online transfer will be accepted. Each eligible investor shall only submit a single

pay order, demand draft or evidence of online transfer of money along with the Registration Form. It may also be noted that only a single pay

order, demand draft or evidence of online transfer of money shall be accepted by the Book Runner along with each Additional Payment Form.

4) In case of intercity instruments, only Pay Orders “payable at any branch” will be accepted. For the purpose of expediting the clearing of the

instruments it is highly recommended that the Pay Order should be made from online branches of the respective banks.

5) Eligible Investors can register themselves till 3:00 pm on the last day of Book Building after which no new investors shall be registered.

6) Investors can revise and withdraw their bids online. Please visit www.bkb.kse.com.pk to access online. User name and password will be emailed

to you on email address provided in the form. Please ensure that you provide correct email address. Online access will be available for bid revisions

during the bidding period from 9:00 am to 5:00 pm on the last day of bidding. An investor will not be allowed to place or revise a bid with a price

variation of more than 20% of the prevailing indicative strike price. However, after 4.00 pm on the last day of bidding, withdrawal and downward

revision of bids will not be allowed.

Yours Faithfully,

Signature of Bidder: ___________________________________

To be filled in by the Book Runner:

Time of Receipt Date Location Amount Pay Order No. / Demand

Draft No.

Stamp


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Additional Payment Form

Book Runner

Tick One KHI LHR ISB

PSH QUT


January 18, 2017

Bidding Form No.



Name CNIC # Cell #

NTN Land Line #

Client ID: (ID generated and e-mailed at the time of bid placement)

Resident


Non Resident

Foreigner

Additional Payment Details

Payments to be made in favor of “Roshan Packages Limited (Book Building)”

Amount in Figures

Instrument # Instrument

Date Margin %age


1. It may be noted that only a single pay order, demand draft or evidence of online transfer of money shall be accepted by the Book Runner along with each Additional Payment Form

2. I DECLARE THAT I have read all the conditions in the Prospectus and the Instructions Page of the Bidding Form. The same terms and conditions would be applicable on the Additional Payment Form.

Signature of Bidder: _______________________________


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Bid Revision Form


Book Runner

Tick One KHI LHR ISB PSH QUT


January 18, 2017

Bidding Form No.



Name

PLEASE TICK THE APPROPRIATE BOX

Local Institutional Investor

Foreign Institutional Investor

Individual Investor

Address

Cell #

Resident


Land Line #

Non-Resident

Foreigner

Fax # E-mail: CNIC #

NTN* *INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE SHAREHOLDERS AS TAX RETURN FILER OR NON-FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT REDUCED TAX RATE OF 12.50% APPLIES TO FILERS INSTEAD OF 20.0% FOR NON-FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, BY THE COMPANIES.

In case the Applicant intends that if Shares applied for are issued to him/it and the dividend declared by the Company, if any, is credited directly in his/it bank account, instead of issued of dividend warrants, then please fill in the following boxes:

Title of Account

Account Number

Bank Name


The Directors of Roshan Packages Limited 325 G-III, M.A. Johar Town Lahore, Pakistan Dear Sir, On the basis of Prospectus by Roshan Packages Limited for the Initial Public Offering of Shares, I/we hereby bid for subscription of Shares of the Company as under:

Bid Details

No. of Shares Bid Price Per Share Total Amount

Bid Option (Please tick) (In Figures) (In Figures) (In Figures)

Limit Order

Step Order:

Option (1)

Option (2)

Option (3)

Option (4)

Total (Shares and Price)

Important Instructions: 1) Bids should be placed for a minimum amount of PKR 1,000,000/-. It should also be noted that no. of shares bid for should be rounded and

fractional shares will not be acceptable. Please ensure that after rounding the number of shares multiplied by your bid price, is at least PKR 1,000,000/-.

2) Eligible Investors who want to place a Step Bid, must ensure that each step amounts to PKR 1,000,000/- at least. 3) Any Bid received below the Floor Price will not be accepted by the Book Runner. 4) An investor shall not make a bid with price variation of more than 20% of the prevailing indicative strike price.



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11 SIGNATORIES TO THE PROSPECTUS

-sd- -sd- ____________________ ____________________ Tayyab Aijaz Khalid Eijaz Qureshi Executive Director Non-Executive Director -sd- -sd- ____________________ ____________________ Saadat Aijaz Zaki Aijaz Executive Director Executive Director -sd- -sd- ____________________ ____________________ Quasim Aijaz Malik Asad Ali Khan Non-Executive Director Independent Director -sd- ____________________ Muhammad Naveed Tariq Independent Director

11.1 WITNESSES

-sd- -sd- ____________________ ____________________ Muhammed Ahsan Riaz Muhammad Faisal Farooq Manager Accounts Deputy Manager Accounts


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12 MEMORANDUM OF ASSOCIATION


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13 APPLICATION FORM

PSX

a) b)

4) ALL DETAILS MUST BE WRITTEN IN B L O C K - L E T T E R S IN THE SPACES PROVIDED, LEGIBLY IN BLACK PEN

― ―

a)

b)

― ―


a) Name in Full (as per CNIC)

Please Tick

Father's/Husband's Name (as per CNIC)

Identity Number

(NTN*)

For B

roke

rs

Non Muslim

1) I/We apply for the following number of Shares at Issue Price for the value indicated below: Banker's Stamp

I/We declare that: i) I am/We are national(s) of ____________________________________________________________________________; ii) I am/We are not minor(s); iii) I/We have not made nor have I/we

instructed any other person(s)/institution(s) to make any other application(s) in my/our name(s) or in the name of any other person on my/our behalf or in any fictitious name; iv) I/We agree to abide by the instructions

provided with this application and in case of any information given herein being incorrect I/we understand that I/we shall not be entitled to the allotment of shares if successful rather the application money shall be liable to

confiscation if this declaration proves to be incorrect at any time.

OR

b) Name in Full (as per CNIC)

Country of Residence

Muslim

No Nationality Code

5) FOR JOINT HOLDER, IF ANY

Yes

SUB ACCOUNT NUMBER

For the applicant(s) opting for credit of their account in the Central Depository Company of Pakistan Limited

(Refer to instruction No.4 on the reverse hereof)

IMPORTANT: (i) This slip must be retained by the Applicant ii) Please read instructions provided with this application

Date of ReceiptSignature & Rubber Stamp of

Receiving Bank

-----------------------------------------------------------------------------------------------------------------------------

Bankers to the Issue's Provisional acknowledgement of application for Shares of Roshan Packages Limited

Received from Mr/Ms/Mrs. _______________________________________________________________________________ application for

_____________________________________ Shares/Certificates .

Name of Bank Branch Code Application Serial No.

INVESTMENT IN SECURITIES IS A HIGHLY RISKY BUSINESS. INVESTORS ARE, THEREFORE, ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS

ESPECIALLY THE RISK FACTORS BEFORE MAKING ANY INVESTMENT DECISION.

SUBSCRIPTION DATE

From January 30, 2017 to January

31, 2017 during banking hours

Broker’s Stamp & Code

Code

APPLICATION FOR SUBSCRIPTION OF SHARES

ROSHAN PACKAGES LIMITED ("RPL")

Incase the Applicant intends that if Shares applied for are issued to him/it and the dividend declared by the company, if any, is credited directly in his/it bank account, instead of issue of dividend warrants, then

please fill in the following boxes:

Bank Name

Corporate Business Letter enclosed

Title of Account

Account Number

6) DIVIDEND MANDATE (Optional): Mark tick [ ] in the appropriate boxes Yes [ ] No [ ]

Branch Code

For B

anke

rs

Bank

Code

No. of Shares Applied For Amount Payable in PKR

Identity Number

(CNIC/ Passport/ Registration No.)

*INVESTORS ARE ENCOURAGED TO DISCLOSE THEIR NTN NUMBERS TO FACILITATE THE COMPANY TO CHECK STATUS OF THE SHAREHOLDERS AS TAX RETURN FILER OR NON FILER FROM THE ACTIVE TAXPAYERS LIST (ATL) AVAILABLE ON THE WEBSITE OF FBR. PLEASE NOTE THAT

REDUCED TAX RATE OF 12.5% APPLIES TO FILERS INSTEAD OF 20.0% FOR NON FILERS ON PAYMENT OF CASH DIVIDEND DECLARED, IF ANY, BY THE COMPANIES.

Shares Delivery/Credit Options (Please Tick One)CDC

(PKR XX/-)

Physical

(PKR XX/-)

Identity Number

(CNIC/ Passport/ Registration No.)

Application Serial No.

Full Address

Phone No., if any

The Directors,


325 G-III M.A. Johar Town

Lahore, Pakistan

www.roshanpackages.com.pk

HOUSE A/C NO.

CDC INVESTOR ACCOUNT

SERVICES ID

CDC INVESTOR ACCOUNT

NO.

CDC PARTICIPANT /

ACCOUNT HOLDER ID

SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS AN OFFENCE UNDER SECTION 87(7) OF THE SECURITIES ACT, 2015 AND SUCH APPLICATIONS'

MONEY MAY BE FOREFIETED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015

SPECIMEN SIGNATURE(S) NAME OF THE APPLICANT IN BLOCK LETTERS (AS PER CNIC)

Signature of the Applicant

as per

the Bank account

SPECIMEN SIGNATURE(S) OF THE APPLICANT

3) DECLARATION

Signature(s)

Yours faithfully,

Please Tick

Bank Account No.

Date of Issue of Passport

(DD-MM-YYYY)

Additional Information - For Non-Resident Pakistanies and Foreign Investors Only

Place of Issue of Passport

Bank’s Authorized Signatory

Bank’s Rubber Stamp

Occupation

Code

Bank Name

(TO BE FILLED IN BY THE APPLICANT’S BANKER)

7) It is certified that the above-mentioned applicant(s) is/are maintaining account number as mentioned above at this bank branch and his/her/their particulars and signature(s) are

correct and verified as per the bank's record and thier CNIC/Passport. It is further certified that only one application has been made in the name of the above account holder through this

branch. We also confirm that the original CNIC/Passport has been seen by us.

Note: In case the subscription money is paid through a bank other than the Bankers to the Issue (through pay order or bank draft), this certification shall be provided by

the manager of the bank where the applicant maintains his/her bank account.

Branch Name and Address

Cheque/ Demand Draft/Pay Order No.

2) I/We agree to accept the same or any smaller number of shares that may be allotted to me/us upon the terms as stated in the Prospectus. I/We authorize you to send the

shares to me/us pursuant to this application and if no Shares or a smaller number of Shares are allotted to me/us you are hereby authorized to return to me/us by cheque or

other means my/our application money for the amount of Shares not delivered by post at my/our risk to the address written below, or to the Banker to the Issue through which

I/we have submitted this application.

Mr. Ms. Mrs Co.

Resident 01

Non-resident 02

For Pakistanis

Mr. Ms. Mrs Co.


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GENERAL INSTRUCTIONS

1. Eligible investors includes:

a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities including Pakistani nationality;

b. Foreign Nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust Deed and existing regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2. APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.

3. Copies of the Prospectus and application forms can be obtained from the TREC holders of Pakistan Stock Exchange, the Bankers to the Issue and their branches, the Lead Manager & Arranger and the registered office of the Company. The Prospectus and the application forms can also be downloaded from the website: www.roshanpackages.com.pk & www.arifhabibltd.com & www.psx.com.pk

4. The Applicants opting for scrip less form of Shares are required to complete the relevant sections of the application. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such Shares is allowed ONLY in the applicant’s own CDC Account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Issuer reserves the right to issue shares in physical form.

5. Name(s) and addresses must be written in full block letters, in English and should not be abbreviated.

6. All applications must bear the name and signature corresponding with that recorded with the applicant’s banker. In case of di fference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport both the signatures should be affixed on the application form.

7. APPLICATIONS MADE BY INDIVIDUAL INVESTORS

(i) In case of individual investors, an attested photocopy of CNIC (in case of RPs)/Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC/ Passport should be written against the name of the

applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

(ii) Original CNIC/Passport, along with one attested photocopy, must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The

attested photocopy will, after verification, be retained by the bank branch along with the application.

8. APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

(i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other legal entit ies must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent

instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath

Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.

(ii) Attested photocopies of the documents mentioned in 8(i) must be produced for verification to the Banker to the Issue and the applicant’s banker (if different from the Banker to the Issue) at the time of presenting the application. The attested

copies, will after verification, be retained by the bank branch along with the application.

9. Only one application will be accepted against each applicant, however, in case of joint account, one application may be submitted in the name of each joint account holder.

10. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs//Passport. The shares/certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by check or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of Shares.

11. Subscription money must be paid by check drawn on applicant’s own bank account or pay order/bank draft payable to one of the Bankers to the Issue “ROSHAN PACKAGES LIMITED (IPO)” and crossed “A/C PAYEE ONLY”.

12. For the applications made through pay order/bank draft, it would be permissible for a Banker to the Issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application.

13. The applicant should have at least one bank account with any of the commercial banks. Applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of Shares.

14. Applications are not to be made by minors and/or persons of unsound mind.

15. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form.

16. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of Shares for which the application has been made.

17. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

18. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Issue.

19. It would be permissible for a Banker to the Issue to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by check, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

20. Submission of false and fictitious applications is an offence under section 87(7) of the Securities Act, 2015 and such applications’ money is liable to confiscation under section 87(8) of the Securities Act, 2015.

ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS

21. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant’s letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant’s residence.

22. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistan’s Foreign Exchange Manual.

BASIS OF ALLOTMENT

1. The minimum amount of application for subscription of 500 shares.

2. Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are neither for 500 Shares nor for multiple thereof, shall be rejected.

3. Allotment/Transfer of Shares to successful applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus.

4. Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and/or the instructions by the Securities & Exchange Commission of Pakistan.

5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

6. The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the respective CDS accounts of the successful applicants (as the case maybe).

7. BANKERS TO THE OFFER 9. OCCUPATION CODE

Code Name of Banks Code Name of Banks Code Occupation Code Occupation

01 Askari Bank Limited 07 MCB Bank Limited 01 Business 06 Professional

02 Albaraka Bank Limited 08 Allied Bank Limited 02 Business Executive 07 Student

03 Bank Alfalah Limited 09 *Summit Bank Limited 03 Service 08 Agriculturist

04 Faysal Bank Limited 10 *United Bank Limited 04 Housewife 09 Industrialist

05 Habib Bank Limited 11 Meezan Bank Limited 05 Household 10 Other

06 Habib Metropolitan Bank 12 Dubai Islamic Bank Limited

*In order to facilitate investors, United Bank Limited “UBL” and Summit Bank Limited “SMBL” are offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net banking to submit

their application online via link http://www.ubldirect.com/corporate/ebank and SMBL account holders can use SMBL Net banking to submit their application online 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 12:00 midnight January 31, 2017

8. OVERSEAS BANKERS TO THE OFFER 10. NATIONALITY CODE

Code Name of Banks Code Name of Banks Code Name of Country Code Name of Banks

01 n/a 06 n/a 001 U.S.A 006 Bangladesh

02 n/a 07 n/a 002 U.K 007 China

03 n/a 08 n/a 003 U.A.E 008 Bahrain

04 n/a 09 n/a 004 K.S.A 009 Other

05 n/a 10 n/a 005 Oman

For further queries you may contact:

Roshan Packages Limited: Mr. Syed Hamza Gillani; Phone: +92 42 3529 0734; E-mail: [email protected] or Arif Habib Limited: Mr. Omair Marghoob; Phone: +92 21 3246 5891; E-mail: [email protected]

http://www.roshanpackages.com.pk/





ROSHAN PACKAGES LIMITED PROSPECTUS · An account opened by the Issuer with the Collection Bank(s)....

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