It

},IN;\ e.},'zq
. .

V c.

- ----,..
~'"

"'=c _.'."C"- ~~:=-o - ;:::

=-_..

\
A PUBLIC OFFER BY VISION HOLDINGS MIDDLE EAST LIMITED TO ACQUIRE 60,145,018 ORDINARY SHARES OF PIONEER CEMENT LIMITED AT AN OFFER PRICE OF PKR. 6.34 (RUPEES SIX AND PAISAS THIRTY FOUR) PER SHARE PURSUANT TO THE LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKE-OVERS) ORDINANCE 2002 AND THE LISTED COMPANIES (SUBSTANTIAL ACQUISITION OF VOTING SHARES AND TAKEOVERS) REGULATIONS 2008. Vision Holdings Middle East Limited ("VHMEL" or the "Acquirer") has entered into a Call and Put Option Agreement (the "C&POA") pursuant to which it intends to purchase 57,773,885 ordinary shares (the "Remaining Shares") by means of exercising the call option ("Call Option") granted to it for a period of 18 months commencing 18 June 2009 .

(the "Call Period") by certain shareholders ("Holders of the Remaining Shares") of

Pioneer Cement Limited whose registered office is located at 135 Ferozepur Road, Lahore, Pakistan ("PCL" or the "Target Company"). In addition, pursuant to the Listed Companies (Substantial Acquisition of Voting Shares and Take-overs) Ordinance, 2008 (the "Ordinance"), the Acquirer is offering to acquire by way of public offer ordinary shares having a par value of PKR 10 (Ten) each ("Shares") in the Target Company from shareholders on the terms summarised below (the "Public Offer").

Summary of the Public Offer Offer Price:

PKR 6.34 (Rupees six and paisas thirty Share (the "Offer Price"). per

Seven (7) days starting from 16 July 2012 and up to and inclusive of 22 July 2012, ending at 5.00 pm (the "Closing Date").

Offer Letter:

The offer letter to the same effect as the public announcement (the "Offer Letter") will be sent to shareholders (other than the Holders of the Remaining Shares who have entered into the C&POA with the Acquirer for the sale of the Remaining Shares pursuant to the terms of the C&POA) whose names appear on the share register of the Target Company on closure of share transfer register, on 13 July 2012.

Number of voting shares ("Shares") to be acquired under the Public Offer: .... Minimum number of Shares acceptable to the Acquirer: Number of Shares already held by the Acquirer: Number of Shares being to

60,145,018 shares representing 26.47% of the present total issued share capital of the Target Company
minimum

49,084,872 ordinary shares representing 21.61 the present total issued share capital of the Target Company. The Acquirer entered into the C&POA with the Holders of the Remainina Shares wherein the Holders

agreement with shareholders:

of the Remaining Shares granted the Acquirer a Call Option for the Call Period, whereby the Acquirer may at any time during the Call Period call upon the Holders of the Remaining Shares to sell and transfer to the Acquirer 57,773,885 shares representing 25.43 % of the present total issued share capital of the Target Company held by the Holders of the Remaining Shares (the Remaining Shares), at the final adjusted purchase price based on the results of the Due Diligence exercise conducted by the Acquirer, and agreed upon by the parties to the C&POA, which purchase price of PKR 6.20 per share (payable on the sale and transfer of the Remaining Shares) was agreed upon through a Memorandum ~>n Adjusted Purchase Price dated 03 December 2010, and consequently the Acquirer exercised the Call Option by means of a Call Option Notice issued to Holders of the Remaining Shares dated 06 December 2010 for the sale and transfer of the Remaining Shares to the Acquirer on or around the Closing Date.
, , Limited Ground Floor, Bahria Complex IJ,M.T.Khan Road, Karachi - 74000, Pakistan. Tel: 021 35612290-94 Facsimile: 021 35612262 Email: info@fs.com.pk URL: www.fs.com.Qk

Manager to the Offer:

. 1.

THE ACQUIRER

1.1.

If acquirer(s) is a company Vision Holdings Middle East Limited, Palm House, P. O. Box 438, Road Town, Tortola, British Islands
-

Name and registered address of the acquirer.

-

i-Oate and---jur,scficiion [iQQ9EP9EtionThe authorized and issued

or--OaTe:-20tn-s-epte-m-be-a-6o-5 Jurisdiction: British Vir i_Q.I~IQ9~_____--------Authorised share capital of 50,000 shares with a par
-

om_oj

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

, share

capital.

value of US$1per share

C3 ~-~---

LI ?~LJ_~_<:t~f1C3E~_~pitC3I:_4(f()LJE) ~f1C3 r~s- ()fhJ~}_P~E?h

, If
-

ihere-is-- more-ihan--o-ne--Noiap plicabl

-

----

--- ---

---------

L_9q9~iF_~E,JI:!~_!!:L~C3~_\()Q.~_blf.?_~

: -

i"Totaj-num-be-;:-of"votYng--s-il-a-res-!t-he

A-cqulrerpresentjy hoTds---49-,08-~i",8i2--o-rdl-na-ry--:

i of the target company already: shares of the Target Company ("Target Company"), ! i held by the acquirer, including! representing 21.61 % of the present total issued shares:
!__9!.1.Y_~1:!9E~~___P~E<?_~_C3_~~_<:!.__!bEQ~g_b_.L()L_~b~__.IE~l~~---g-()-~PQ_YL_~.I:!l~_Q---~_b51E~:?__~~.!:~-_C3q9.~_!E~~.!

-.

----

---

an agreement and relevant details of such agreement, including the share price ag reed.

on 18 June 2009 under the terms of the Share Purchase Agreement dated 22 May, 2009 (the "SPA"), executed between Mr. Malik Manzoor Hayat Noon, Mr. Javed Ali Khan and WE Financial Services Limited (the "Sellers") and the Acquirer for the unadjusted purchase price of Rs. 22 per share, subject to the downward adjustment following completion of a due diligence exercise by the Acquirer (the "Due Diligence") after which the final and adjusted purchase price was to be determined by the parties to the SPA. On 22 May 2009, the C&POA was entered into between the Holders of the Remaining Shares and the
.,

Acquirer,wherein the Holdersof the RemainingShares

granted the Acquirer a Call Option for the Call Period, whereby the Acquirer could at any time during the Call Period exercise the Call Option and require the Holders of the Remaining Shares to sell their 57,773,885 shares representing 25.43% of the present total issued shares of the Target Company (the Remaining Shares) at the final and adjusted purchase price determined after Que Diligence. Upon completion of and based on the results of the Due Diligence, the parties to the SPA agreed on the final and adjusted purchase price of Rs. 6.20 per share through a Memorandum on Adjusted Purchase Price executed between the parties dated 03 December 2010. This price per share is the final price for the previously acquired 49,084,872 shares under the SPA, as well as the final price for the proposed acquisition of the Remaining Shares (57,773,885 shares of the Target Company under the C&POA).

I I
1

The number of shares issued since the end of the last financial year of the cor

I No shares

I end of the last financial

have been issued by the Acquirer since the year.

Details of any re-organization of I Vision NO.1 Limited acquired the Acquirer on 26 July the acquirer during the two! 2010 from Stopford Nominees Limited. financial years preceding the' public announcement of offer. Details of any bank overdrafts None or loans, or other similar indebtedness, mortgages, charges or other material contingent liabilities of the acquirer and subsidiaries if any, and if there are no such liabilities a statement to that effect.

Financial

advisors

of

the

None

was Incorporated on LU/~/LUUbwith primary purpose of making strategic investments in Pakistan and the Gulf region. To date, the Acquirer's sole investment is its shareholding of 49,084,872 ordinary shares representing 21.61% of the present total issued share capital of the Target Company.

addresses of Name: Vision NO.1 Limited sponsors or persons having Address: C/O, P.O. Box 728,38, control over the acquirer. Helier, Jersey, JE2 4 PJ, U.K.

Esplanade Street, St.

As the sole shareholder of the Acquirer, Vision NO.1 Limited holds 100% of the total issued and outstanding shares of Vision Holdings Middle East Limited. Names and addresses of board of directors of acquirer(s).

S.No 1.

Name of Director Silverstream Directors (No.1) Limited, Silverstream Directors (No.2) Limited,

Address C/O, P.O. Box 728, 38, Esplanade Street , St. Helier, Jersey, JE2 4 PJ, U.K. C/O, P.O. Box 728, 38, Esplanade Street , St. Helier, Jersey, JE2 4 PJ, U.K.

2.

audited financial details of the acquirer(s) for a period of at least last five years including income, expenditure, profit before depreciation, interest and tax, depreciation, profit before and after tax, provision for tax, dividends, earnings per share, return on net worth and book value per share.

Extracts from Financial Statements (During December 2007 December 2011)

~

I--

~~

(2,869)

(4,lS0)

(7,238)

(9,146)

(1,920)

(2,869)

(4,lS0)

(7,238)

(9,146)

(2,869)

(4,iso)

(7,238)

(9,146)

(1,920)

(2,869)

(4,150)

(7,238)

(9,146)

(39,249)

(36,380)

(32,230)

(24,995)

Note: The Acquirer is a purely asset holding vehicle with no income generated other than dividends received from the acquisition of shares of the Target Company. No dividends have been paid by the Target Company to date.

Details of any agreement or None arrangement between the acquirer and the directors of the target company about any. benefit which will be given to any director of the target company as compensation for loss of office or otherwise in connection with the Details of every material The Acquirer entered into the SPA yvith the Sellers on contract entered into not more 22 May 2009, for the acquisition of 49,084,872 ordinary than two years before the date shares representing 21.61 % of the present total of the public announcement of issued share capital of the Target Company, which offer, not being a contract shares were acquired on 18 June 2009 for the entered into in the ordinary unadjusted purchase price of Rs. 22 per share, which course of business carried on or share price was adjusted downwards, based on the intended to be carried on by the results of the Due Diligence exercise (pursuant to the company. terms of the SPA) and agreed to between the parties to the SPA throuah the execution of a Memorandum on

Adjusted Purchase Price dated 03 December 2010, wherein the final price per share has been agreed to at Rs. 6.20 per share. The aggregate of the difference between the unadjusted purchase price of Rs. 22 per share and the final. adjusted purchase price of Rs. 6.20 per share for the 49,084,872 shares purchased pursuant to the SPA (the "Aggregate Refundable Amount") was payable by the Sellers to the Acquirer within 30 days of the exercise of the Call Option.

2.

DETAILS OF THE PUBLIC OFFER

The names, dates and editions The English Dailies Business Recorder & Urdu Daily of the newspapers where the Nawa-e-Waqt, editions for Karachi & Lahore published announcement of on 15 December 2010. public intention was published. The number and percentage of Number of Shares to be acquired: 60,145,018 Shares shares proposed to be acquired (representing approximately 26.4 7% of the present by the acquirer(s) from the total issued share capital of PCl) shareholders through agreement, if any, the offer price Offer Price: PKR 6.34 per share and the mode of payment of consideration for the Mode of Payment: pay order/cross cheque shares to be acquired. Reasons for acquiring shares or The Acquirer having anticipated growth and future control of the target company. profitability in the cement sector in Pakistan has acquired shares in the Target Company. By acquiring further shares in the Target Company, the Acquirer intends to shore up the Target Company's financial health through further financial investment and effective manaqement practices. Details regarding the future plan The Acquirer intends to invest in the upgrade of the for the target company, production plant, so as to enable it to produce whether after efficiently and at full capacity. The Acquirer also including acquisition the target company intends (through the Board of the Target Company) to would continue as a listed take effective steps to streamline management company or not. practices, facilitate the restructuring of debts with .Ienders so as to avoid default by the Target Company on its obligations and commitments. The Acquirer intends to take all necessary steps under the law, to shareholders' interest and increase safeguard profitability of the Target Company through further investment in the Target Company and its processes. The Acquirer has no intention at the moment to have PCl delisted from the stock exchanges in Pakistan.

-[In case of conditional offer, specify the minimum level of acceptance i.e. number and percentage shares. Not applicable. The public offer is not conditional on a minimum level of acceptance.

....

In case there is any agreement with the present management, Major terms and conditions of the C&POA promoters or existing shareholders of the target . Name of Buyer: The Acquirer company, an overview of the important features of the . Name of Sellers: All those listed under Table 1 ( the agreement(s) including Holders of the Remaining Shares) acquisition price per share, number and percentage of . Number and percentage of shares: 57,773,885 shares representing 25.43% of the present total shares to be acquired under the issued shares of Target Company (the "Remaining agreement(s), name of the Shares") seller(s), complete addresses of

sellers, names of parties to the

agreement(s), date of agreement(s), manner of payment of consideration, additional important information, if any.

.
.

Date of Agreement:22 May 2009

Manner of payment of purchase price: in cash

. Price per share: PKR 6.20 . Additional information: The

Holders of the Remaining Shares granted the Acquirer a Call Option for a period of 18 months commencing from 18 June 2009, whereby the Acquirer could at any. time during this period, require such shareholders to sell their shareholding of the Remaining Shares to the Acquirer through the exercise of the Call Option. Under the terms of the C&POA, the Acquirer is required to fulfil its obligation of making the Public Offer, and the issuance by the Manager of its Certificate to the effect that the Acquirer has fulfilled all of its obligations related to the Public Offer is a condition precedent to the completion of the transaction contemplated by th~ C&POA.

The names and details of the Holders of the Remaining Shares is given below in Table 1, along with their individual sharehoiding in the Target Company.
Table 1 Holders of Remaining Shares
I

Total Address Al-Viqar, Noon Avenue, Muslim Towl1, Lahore-54600 Al-Viqar, Noon Avenue, Muslim Town, Lahore-54600 Remaining Shares
I

Malik Manzoor Hayat Noon Adnan Hayat Noon

I

39,230,453 80,071