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Page 1: (Formerly: Karachi Stock Exchange Limited) Stock · PDF file(Formerly: Karachi Stock Exchange Limited) Stock Exchange Building, ... Non-Banking Companies (Establishment and Regulation)

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

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

UAN No: 111-001-122

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

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

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

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

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

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

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

21, 2016 has assigned the Security Symbol / Company Code "HBLTFC" to said PPTFCs. Central

Depository Company of Pakistan Umited has been appointed as the Registrar.

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

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

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

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

Trade basis.

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

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

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

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

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

condition automatically.

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

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

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

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

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

information. I

/Haroon Askari Deputy Managing Director

Copy to:

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

Managing Director-PSX

Chief Regulatory Officer- PSX

All HoDs

Head of Operations - Central Depository Company of Pakistan Limited

National Clearing Company of Pakistan Limited

Notice Board / PSX Website

Habib Bank Limited

Page 2: (Formerly: Karachi Stock Exchange Limited) Stock · PDF file(Formerly: Karachi Stock Exchange Limited) Stock Exchange Building, ... Non-Banking Companies (Establishment and Regulation)

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

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

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

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

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

Memorandum and Articles of Association.

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

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

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

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

A Banking company as defined in the Banking Companies Ordinance,

1962.

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

Companies Ordinance, 1962.

An Investment Company as defined in the Non-Banking Companies

(Establishment and Regulation) Rules, 2003.

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

1984.

A Company registered with the Commission as broker under the

Brokers and Agents Registration Rules, 2001.

A Fund established under the Collective Investment Scheme under the

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

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

1882.

An Employees' Provident Fund governed by the Employees' Provident

Fund (Investment in Listed Securities) Rules, 1996.

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

2005.

Any corporate body established by Federal Government, Provincial

Government and/or Local Authority.

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

with prior approval of the Commission.

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

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

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

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

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

agreement contemplated in said section 120

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

including insurance companies;

2. All bodies corporate;

3. All corporations governed by special enactments as referred to

in section 503 of the Ordinance;

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Up to 10 years

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

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

throughout the tenor of the Issue.

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

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

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

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

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

subsequent redemption date for the redemption amount payable on the

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

period for the profit I return due at the end of the semi- annual period) (the

"fixing date "). If the KIBOR is not available at 11:30 am on the fixing date on

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

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

Rate.

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

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

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

every six (6) months thereafter.

From the Date of Investment

311t December 2015

19th February 2016

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

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

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

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

120th month.

First come first served basis

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

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

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

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

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

available to the Investors.

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

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

redeemable before maturity without prior approval of SBP

Arif Habib Limited

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ET1 C C C

Market Maker Arif Habib Limited

Entity Rating AAA (triple A) by JCR-VIS

Instrument Rating AAA (triple A) by JCR-VIS

OTC Listing Pakistan Stock Exchange Limited

Registrar & Transfer Agent Central Depository Company of Pakistan Limited

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

and CDC Regulations.

Transaction Legal Counsel Mandvi walla and Zafar

Trustee to the Issue Pak Brunei Investment Company Limited

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

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

in MCR or CAR.

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

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

Viability ("PONV") event as defined in the Guidelines, SBP may at its option,

fully and permanently convert the TFCs into common shares of the Bank and /

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

Applicable Law Laws of the Islamic Republic of Pakistan

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