Hi Tech Lubes Prospectus

8/19/2019 Hi Tech Lubes Prospectus

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ADVICE FOR GENERAL PUBLIC

THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS,ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 5.6, BEFORE MAKING ANY INVESTMENT DECISION.

PLEASE NOTE THAT AS PER REGULATION 4(X) OF THE BOOK BUILDING REGULATIONS, 2015, A SUPPLEMENT TO THE PROSPECTUSSHALL BE PUBLISHED WITHIN FIVE DAYS OF THE CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION

RELATING TO THE FLOOR PRICE, STRIKE PRICE, THE OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL PORTION OF THEISSUE, 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 FICTITIOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE

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

ADVICE FOR ELIGIBLE INVESTORS

UNDER REGULATION 10(i)(v) OF THE BOOK BUILDING REGULATIONSA SINGLE ELIGIBLE INVESTOR SHALL NOT SUBMIT MORE THANONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN ELIGIBLE INVESTOR SUBMITS MORE THAN ONE

BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.

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

VIOLATION OF WHICH MAY ATTRACT PENALTY UP TO RUPEES 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.

Hi-Tech Lubricants Limited

PROSPECTUS

For Issue of 29,001,000 Ordinary Shares (25.0% of Total Post IPO Paid Up Capital) of the Face Value of PKR 10/- each.Book Building Portion of the Issue comprises of 21,750,500 Ordinary Shares (75% of the Total Issue Size) at a Floor Price of PKR

37.0/- per share including premium of PKR 27.0/-per share

Justification for the premium is given in Paragraph 3.24 General Public Portion of the Issue comprises of 7,250,500 Ordinary Shares (25% of the Total Issue Size) at the Issue Price

REGISTERATION OF ELIGIBLE INVESTORS: The registration of Eligible Investors will commence at 9.00am on December31, 2015 and will close at 3.00 pm on January 07, 2016

BIDDING PERIOD DATES: From January 06, 2016 TO January 07, 2016 FROM: 9:00 A.M. TO 5:00 P.M.

DATE OF PUBLIC SUBSCRIPTION: From January 25, 2016 to January 27, 2016 (BOTH DAYS INCLUSIVE) DURING BANKING HOURS

Lead Manager, Arranger & Book Runner

BANKERS TO ISSUEBank Al Habib Limited Bank of Punjab Habib Metropolitan Bank Meezan Bank Limited Summit Bank Limited*

Bank Alfalah Limited Habib Bank Limited MCB Bank Limited Samba Bank Limited United Bank Limited*

*In order to facilitate investors, United Bank Limited & Summit Bank Limited are providing the facility of electronic submission of

application (e

IPO) to its account holders. United Bank Limited account holders can use United Bank Limited Net Banking to submit their

application via link http://www.ubldirect.com/corporate/ebank and Summit Bank Limited account holders can use Summit Bank Limited

Net Banking to submit their application via link https://ib.summitbank.com.pk .Further, please note that online applications can besubmitted 24 hours a day during the subscription period which will close at midnight on January 27, 2016.

Book Building Portion Underwritten by:For investor education, please visit www.jamapunji.com.pk , Jama Punji is an

investor education initiative of the Securities & Exchange Commission of Pakistan.

Date of Publication of this Prospectus: December 28, 2015 Prospectus and Subscription Form can be downloaded from the following websites

http://www.hitechlubricants.com and http://www.arifhabibltd.com .

For further queries you may contact:

Hi-Tech Lubricants Limited- Mr. Sheikh Imran; P: +92 (42) 36311881-3; E: [email protected] Habib Limited - Mr. Syed Saquib Ali & Mr. Abdul Qadir; P: +92 (21) 32465891; E: [email protected] & [email protected]

http://www.ubldirect.com/corporate/ebankhttp://www.ubldirect.com/corporate/ebankhttp://www.ubldirect.com/corporate/ebankhttps://ib.summitbank.com.pk/https://ib.summitbank.com.pk/https://ib.summitbank.com.pk/http://www.jamapunji.com.pk/http://www.jamapunji.com.pk/http://www.hitechlubricants.com/http://www.arifhabibltd.com/http://www.arifhabibltd.com/http://www.arifhabibltd.com/mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]://www.arifhabibltd.com/http://www.hitechlubricants.com/http://www.jamapunji.com.pk/https://ib.summitbank.com.pk/http://www.ubldirect.com/corporate/ebank


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SUPPLEMENT TO THE PROSPECTUS

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

The Prospectus of Hi-Tech Lubricants Limited earlier published on December 28, 2015.

Hi-Tech Lubricants Limited FLOOR PRICE

STRIKE PRICE

ISSUE PRICE

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 Underwriteris deemed to be interested to the extent of underwriting & take-up commission payable to it by the Issuerfor the amount underwritten. The Underwriter has 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

Note: This Supplement shall be published within 5 working days of the close of BiddingPeriod in at least all those newspapers in which the Prospectus of Hi-Tech LubricantsLimited is published.


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GLOSSARY

AHL Arif Habib Limited

API American Petroleum Institute

API SN American Petroleum Institute Engine oil classification

ATF Automatic Transmission Fuel

B2B Business to business

B2C Business to Consumer

BR Book Runner

CAGR Compound Annual Growth rate

CDCPL The Central Depository Company of Pakistan Limited

CDS Central Depository System

CGT Capital Gain Tax

CNIC Computerized National Identity Card

COI Certificate of Investment

COLLECTION BANK Summit Bank Limited

CRO Companies Registration Office

CVT Capital Value Tax

DPF Diesel Particulate Filter

EBITDA Earnings Before Interest, Tax, Depreciation & Amortization

EDAS Engineering Design Analysis Services (Pvt) Limited

EPS Earnings Per Share

EXCHANGES Karachi Stock Exchange Limited and Lahore Stock Exchange Limited

FMCGs Fast moving consumer goods

FPI Foreign Portfolio Investment

FTR Final Tax Regime

GDP Gross Domestic Product

GOP Government of Pakistan

HDPE High Density Poly Ethylene

ILSAC GF-5 International Lubricant Standardization and Approval CommitteeStandard

IPO Initial Public Offering

ISSUER/

COMPANY/HTLLHi-Tech Lubricants Limited

ITO Income Tax Ordinance, 2001

KL Kilo Liters

KPIs Key performance Indicators


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KSE Karachi Stock Exchange Limited

KST Khyber Pakhtunkhwa Sales Tax

LC Letter of Credit

LM Lead Manager

LSE Lahore Stock Exchange Limited

MN Million

MT Metric Tons

NICOP National Identity Card for Overseas Pakistanis

NLGI National Lubricating grease institute

NTR Normal Tax Regime

ODI Oil drain interval

OEM Original Equipment Manufacturers

ORDINANCE The Companies Ordinance, 1984

PCMO Passenger Car Motor Oil

PFBA Pakistan France Business Alliance

PKR Pakistan Rupee (s)

PLC Programmable logic controller

PST Punjab Sales Tax

QMS Quality Management system

ROA Return on Assets

ROE Return on Equity

SAE Society of Automotive Engineers

SCRA Special Convertible Rupee Accounts

SECP / Commission Securities and Exchange Commission of Pakistan

SHT Sabra Hamida Trust

SKUs Stock keeping units

SST Sindh Sales Tax

TREC Trading Right Entitlement Certificate

USD United State Dollars

VHVI TECH Very high viscosity Index Technology

WHT Withholding Tax

YUBASE Group III base oil with a viscosity of 120 or higher


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DEFINITIONS

Act Securities Act, 2015

Application Money In case of bidding for shares out of the Book Building portion, thetotal amount of money payable by a successful Bidder which isequivalent to the product of the Strike Price and the number of sharesto 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 forsubscription of shares which is equivalent to the product of the IssuePrice per share and the number of shares applied for.

Banker to the Book Building Summit Bank Limited.

Bid An indication to make an offer during the Bidding Period by a Bidderto subscribe to the Ordinary Shares of Hi-Tech Lubricants Limitedat a price at or above the floor price, including all the revisionsthereto. An Eligible Investor shall not make a bid with price

variation of more than 20% of the prevailing indicative strikeprice.

Bid Amount The total amount of the Bid which is equivalent to the product of theBid Price and the number of shares bid for.

Bid Collection Centre Designated offices of the Book Runner, specified branches of any ofthe scheduled bank and offices of any other institution specified bythe Commission where bids are received and processed. For thisIssue, addresses of the Bid Collection Centers are provided at paragraph 2.4.

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 pricevariation of not more than 20% from the prevailing indicative StrikePrice in compliance with Regulation 10(1)(iii) of the Book BuildingRegulations, 2015

Bidder An Eligible Investors who make bids for shares in the Book Building process

Bidding Form The form prepared by the Issuer for the purpose of making bids inaccordance with the format specified by the Commission and in linewith the Regulation 20(1)(ix) of the Regulations.

Bidding Period The period during which bids for subscription of shares are receivedfrom Eligible Investors. The Bidding Period shall be of two days,from January 06, 2016 to January 07, 2016 (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 issuanceof shares through which bids are collected from the Bidders and a book is built which depicts demand for the shares at different pricelevels


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Book Building Account An account opened by the Issuer with the Collection Bank(s). TheBidder will pay the Margin Money/Bid Amount through demanddraft, pay order or online transfer in favor of this account as per theinstructions given in para 2.11and the balance of the ApplicationMoney, if any, shall be paid through this account after successfulallocation of shares under Book Building.

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

Book Building

Book Runner Arif Habib Limited.

Commission Securities & Exchange Commission of Pakistan

Company / Issuer Hi-Tech Lubricants Limited.

Company Legal Advisor Lashari Law Associate.

Designated Institution Karachi Stock Exchange Limited will act as the DesignatedInstitution for this issue and shall provide the System for conductingBook Building

Dutch Auction Method The method through which Strike Price is determined by arrangingall the Bid Price in descending order along with the number of sharesand the cumulative number of shares bid for at each Bid Price. TheStrike Price is determined by lowering the Bid Price to the extentthat the total number of shares the Issuer intends to issue under theBook Building Portion are subscribed

e-IPO facility e-IPO is the facility through which investors can make applicationfor subscription of shares of the company through internet.in orderto facilitate the investors, the issuer has arranged provision of thisfacility through United Bank Limited & Summit Bank Limited whoare among the Banker to the Issue.

UBL’s account holders can use UBL’s Net Banking to submit theirapplication via link http://www.ubldirect.com/corporate/ebank .

Summit Bank account holders can use Summit Bank’s Net Bankingto submit their application via link https://ib.summitbank.com.pk

Account holders of United Bank Limited & Summit Bank Limitedcan submit their application through the above mentioned link 24hours a day during the subscription period which will close atmidnight on January 27, 2016.

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

less than the minimum bid size of PKR 1,000,000 (One MillionRupees only).

Floor Price The minimum price set by the Issuer for the issuance of shares whichis PKR 37.00/- per share. A bid placed below the Floor Price will not be entertained by the book runner.

General Public All Individual and Institutional Investors including both Pakistani(residents & non-residents) and foreign investors.

Institutional Investors Institutional investors means any of the following entities:

http://www.ubldirect.com/corporate/ebankhttp://www.ubldirect.com/corporate/ebankhttp://www.ubldirect.com/corporate/ebankhttps://ib.summitbank.com.pk/https://ib.summitbank.com.pk/https://ib.summitbank.com.pk/https://ib.summitbank.com.pk/http://www.ubldirect.com/corporate/ebank


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(i) A Banking company as defined in the Banking CompaniesOrdinance, 1962

(ii) A Financial Institution as referred to in Section 3A of theBanking Companies Ordinance, 1962

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

(iv) A Company as referred to in Section 503 of the Ordinance(v) A registered broker(vi) The Fund established under the Collective Investment Scheme

under the Non- Banking Companies ( Established andRegulation) Rules, 2003

(vii) A Trust established by a deed under the provisions of the TrustAct, 1882

Issue Initial Public Offer of 29,001,000 Ordinary Shares representing25.0% of Total Post IPO Paid Up Capital having a face value of FaceValue of PKR 10.00/- each.

Book Building Portion of the Issue comprises of 21,750,500

Ordinary Shares (75% of the Total Issue) at a floor price of PKR37.00/- per share (including a premium of PKR 27.00/- per share)

General Public Portion of the Issue comprises of 7,250,500 OrdinaryShares (25% of the Total Issue) at the Issue Price.

Issue Price The price at which Ordinary Shares of the Company are issued to theGeneral Public. The Issue Price is at or below the Strike Price.

Key Employees Chief Executive Officer, Director, Chief Financial Officer and ChiefOperating Officer of the Hi – Tech Lubricants

Lead Manager and Arranger Arif Habib Limited.

Limit Bid The Bid for a specified number of shares at the Limit Price.

Limit Price The maximum price a prospective Bidder is willing to pay for a shareunder the Book Building. A Bidder shall not make a bid with price

variation of more than 20% of the prevailing indicative strike

price.

Margin Money The partial or total amount, as the case may be, paid by a Bidder atthe time of registering the Eligible Investor. The Book Runner shallcollect full amount of the bid money as Margin Money in respect of bids placed by the individual investors and not less than twenty five percent (25%) of the bid money as Margin Money in respect of bids placed by the institutional investors.

Minimum Bid Size One Million Rupees (PKR 1,000,000/-)

Ordinary Shares Ordinary Shares of Hi-Tech Lubricants Limited having face value ofPKR 10.00/- each, unless otherwise specified in the context thereof

Prospectus The Prospectus containing all the information and disclosures asrequired under the Securities Act, 2015, and Book BuildingRegulations, 2015, approved by the Commission under section 87(2)of the Securities Act, 2015, read with section 88(1) thereof and


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circulated amongst the Eligible Investors for participation in theBook Building Process.

Registration Form The form which is to be submitted by the Eligible Investors forregistration to participate in the Book Building process. Theregistration period shall commence four days before the start of the

Bidding Period from December 31, 2015 to January 07, 2016 from9:00 am to 5:00 pm and shall remain open till 3:00 pm on the lastday of the Bidding Period

Regulations The Book Building Regulations, 2015

Related Employees Such employees of the Issuer, the Book Runner who are directlyinvolved in the Issue. Please refer to paragraph 2.24 for furtherdetails

Step Bid Step Bid means a series of limit bids at increasing prices.In case ofa step bid, the amount of each step will not be less than Rupees OneMillion (PKR 1,000,000/-).

Strike Price The price of share determined/discovered on the basis of BookBuilding process in the manner provided in the Book BuildingRegulations, 2015 at which the shares are Issued to the successfulBidders. The Strike Price will be disseminated after conclusion ofBook Building through widely circulated national newspapers andalso posted on the websites of Stock Exchanges(s), Lead Manager,Advisor, Book Runner and Issuer.

Supplement to the Prospectus The Supplement to the Prospectus given at page 2 of this Prospectus.

System An online electronic system operated by the Designated Institutionfor 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

Sr. Content Page no.

1

APPROVAL AND LISTING ON THE STOCK EXCHANGES ............................................... 10

2

BOOK BUILDING PROCEDURE ............................................................................................... 13

3

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

4

UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ................ 47

5

HISTORY, PROSPECTS AND RISK FACTORS ...................................................................... 49

6

FINANCIAL INFORMATION ..................................................................................................... 61

7

MANAGEMENT OF THE COMPANY ...................................................................................... 68

8

MISCELLANEOUS INFORMATION ........................................................................................ 77

9

APPLICATION AND ALLOTMENT INSTRUCTIONS .......................................................... 82

10

REGISTRATION FORM &BIDDING FORM OF HI-TECH LUBRICANTS LIMITED .... 86

11

SIGNATORIES TO THE PROSPECTUS ................................................................................... 87

12

MEMORANDUM OF ASSOCIATION ....................................................................................... 88

13

APPLICATION FORM ................................................................................................................. 93


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PART 1

1

APPROVAL AND LISTING ON THE STOCK EXCHANGES

1.1.

APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (“SECP” or the “Commission”) as requiredunder Section 87(2) of the Securities Act, 2015 (the “Act”) read with Section 88(1) of the Securities Act and

clause 4 (viii) of the Book Building Regulations, 2015 thereof has been obtained by Hi – Tech LubricantsLimited (“Issuer” or the “Company”) for the issue, circulation and publication of this Document (hereinafterreferred to as the “Prospectus”).

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 REGARDS 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 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.

1.2.

CLEARANCE OF THE PROSPECTUSBY THE STOCK EXCHANGES

The Prospectus has been cleared by the Karachi Stock Exchange Limited (“KSE”) and Lahore StockExchange Limited (“LSE”) (KSE and LSE together referred to as “Stock Exchanges”) in accordance withthe requirements of Listing of Companies and Securities Regulations.

DISCLAIMER:

KSE and LSE have not evaluated the quality of the issue and its clearance 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 KSE and LSE.

The contents of this document do not constitute an invitation to invest in shares or subscribe for anysecurities or other financial instrument by KSE and LSE, 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 KSE and LSE

It is clarified that information in this prospectus should not be construed as advice on any particularmatter by KSE and LSE and must not be treated as a substitute for specific advice.

KSE and LSE, disclaims any liability whatsoever for any loss however arising from or in reliance uponthis document to any one, arising from any reason, including, but not limited to, inaccuracies,

incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.

KSE and LSE, neither takes responsibility for the correctness of contents of this document nor theability of the company to fulfill its obligations there under.


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Advice from a suitably qualified professional should always be sought by investors in relation to anyparticular investment.

1.3.

LISTING ON KSE AND LSE

Application has been submitted by the Issuer to KSE and LSE for permission to deal in and for quotation ofthe shares of the Company.

If for any reason the application for formal listing is not accepted by KSE and LSE the Issuer undertakes thata notice to that effect will immediately be published in the press and will refund Application Money to theapplicants 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, theDirectors of the company shall be jointly and severally liable to repay that money from the expiration of theeight day together with surcharge at the rate of one and a half per cent (1.50%) for every month or part thereoffrom the expiration of the eight day and, in addition, to a fine not exceeding five thousand rupees and in thecase of a continuing offence to a further fine of one hundred rupees for every day after the said eight day onwhich 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

ISSUERS

We, being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibilityfor the disclosures made in the Prospectus. We hereby certify that the Prospectus contains all necessaryinformation with regards to the Issuer and the Issue, and constitutes full, true and plain disclosure of allmaterial facts relating to the shares being issued 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 opinionsand intentions expressed herein are honestly held.

The information provided and disclosures made in this Prospectus contain no misleading material.

For and on behalf of the Hi-Tech Lubricants Limited


-sd-

_________________________

-sd-

_______________________

Hassan Tahir Muhammad Imran Chief Executive Officer Chief Financial Officer& Company

Secretary


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PART 2

2 BOOK BUILDING PROCEDURE

2.1. BRIEF ISSUE STRUCTURE

The Present Issue

The Issue comprises of 29,001,000 Ordinary Shares of PKR 10/- each which constitutes 25.0% of the total post IPO paid-up capital of the Company.

The Issue is being made through the Book Building process at a Floor Price of PKR 37.00/- per share including premium of PKR 27.00/- per share.

75%of the total Issue size i.e. 21,750,500 Ordinary Shares of PKR 10/- each are being issued through theBook Building process to Eligible Investors.

25% of the total Issue Size i.e. 7,250,500 Ordinary Shares will be issued to the general public at the IssuePrice, which will be determined through the Book Building Process. Within 5 working days from the close

of 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 relating

to the Strike Price, the Issue Price, names of the underwriters for the retail portion, underwriting andtake-up commission and category wise break-up of the successful bidders . Format of the supplement isgiven at 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 Issuersets a Floor Price, which is the minimum price a Bidder can bid at. An order book of bids from Bidders ismaintained by the Book Runner, which is then used to determine the Strike Price through the “Dutch Auction

Methodology”.

Under the Dutch Auction Methodology, the Strike Price is determined by lowering the bid price to the extentthat 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 placed at a Limit Price, which is the maximum price investor Bidder is willing to payfor 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 numberof shares. For instance, a Bidder may bid for 5.0 million shares at PKR 48.00/- per share, then the totalApplication Money would amount to PKR 240,000,000/-.The Bid Amount will be PKR 240,000,000/-. Sincethe Bidder has placed a Limit Bid of PKR 48.00/- per share, this indicates that he/she/it is willing to subscribe

the shares at a price upto PKR 48.00 /- per share.

Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid shall not be less thanPKR 1,000,000/- 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. TheBidders may, for instance, make a Bid for 2.0 million shares at PKR 46.00/- per share, 1.5million shares atPKR 47.00/- per share and 1.0 million shares at PKR 48.00/- per share, then in essence the investor has placedone “Step Bid” comprising three Limit Bids at increasing prices. The Bid Amount will be PKR 210,500,000/-


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. In case of Individual Investor, the Margin Money will be 100% i.e. PKR 210,500,000/- whereas in case ofInstitutional Investor the Margin Money shall be 25% of the Bid Amount i.e. PKR 52,625,000/-.

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 2.10 (vi)

AN ELIGIBLE INVESTORSHALL NOT PLACE CONSOLIDATED BIDS. 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 BiddingPeriod has lapsed and the book has been built, the, Strike Price shall be determined on the basis of Dutch Auction Methodology.

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, aboutthe Strike Price and the number of shares provisionally allotted to each of them. The successful institutionalBidders shall, within three (3) working days of the closing of the Bidding Period, deposit the balance amountas 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 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.

BOOK RUNNER

Arif Habib Limited (“AHL”) has been appointed as the Book Runner to the Issue. AHL is registered with theCommission as Book Runner as per the requirements of the Regulations.

2.4.

ROLE AND FUNCTIONS OF BOOK RUNNER

a) The Book Runner to the Issue shall:

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

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

iii. collect Margin Money and subscription money from the Bidders in the manner as mentioned in theRegulations;


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

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

vi. ensure that the bidders can access to the System and can revise their bids electronically using the user IDand the password;

vii. ensure that it has established not less than two Bid Collection Centers in the city where the securitiesexchange on which the issuer is to be listed, is located, and in all major cities of the country at least in theFederal Capital and all the provincial capitals;

viii. enter into an underwriting agreement with the Issuer with respect to underwriting of the Book BuildingPortion;

ix. maintain record of all the bids received;

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

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

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

xiii. ensure that it has obtained names and Unique Identification Numbers of the Related Employees of theIssuer, the Book Runner and that names and Unique Identification Numbers of all such employees areentered into the system and blocked for participation in the bidding

xiv. Book Runner has established bid collection centers at the following addresses (direct & fax numbers inall centres):

Karachi

Contact Officer: Abdul QadirDirect No.: 021 3246 5891Mobile No.: 0331 260 4039PABX No.: 021 111 245 111Fax No.: 021 3242 9653Email: [email protected] Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi

Contact Officer: Muhammad Ali SiddiquiDirect No.: 021 3677 0144Mobile No.: 0345 317 1151PABX No.: 111 511 611 Ext 253Fax No.: 021 3242 9653

Email: [email protected] Postal Address: Naya Nazimabad, Manghopir Road, Karachi

mailto:[email protected]:[email protected]:[email protected]


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LahoreContact Officer: Tahir AbbasMobile No.: 0333 213 7736Fax No.: 021 3242 9653Email: [email protected] Postal Address: Room # 220, Arif Habib Ltd, Lahore Stock Exchange, Lahore

Contact Person: Naveed Siddiqui

Mobile No.: 0333 424 1525Direct: 042 3569 1170Fax No.: 021 3242 9653Email: [email protected] Address: Summit Bank Limited, 13- G, Commercial Area, Phase -I Lahore

IslamabadContact Officer: Rao AmirMobile No.: 0311 812 2918Direct: 051 280 6286Fax No: 021 3242 9653Email: [email protected]

Postal Address: Summit Bank Limited, Plot # 109, East E-7/G-7, Islamabad StockExchange Branch, Jinnah Avenue, Blue Area, Islamabad

QuettaContact Officer: Noman MansoorMobile No.: 0300 398 0444Direct: 081 286 5594-92Fax No.: 021 3242 9653Email: [email protected] Address: Summit Bank Limited, Ground Floor, Malik Plaza Near Adara-e-

Saqafat, M.A. Jinnah Road, Quetta

Peshawar

Contact Officer: Arbab Zarak KhanMobile No.: 0333 913 1466Direct: 091 226 0373Fax No.: 021 3242 9653Email: [email protected] Address: Summit Bank Limited, Near Fruit Market, GT Road Peshawar

xv. Ensure that all the Bids received by the bid collection centers are entered into the system developed by theDesignated Institution for the purpose of Book Building within the prescribed time.

2.5. INTEREST OF BOOK RUNNERAND LEAD MANAGER& ARRANGER IN THE ISSUE AND THE

ISSUER OTHER THAN ITS ROLE AS A BOOK RUNNER AND LEAD MANAGER & ARRANGER.

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

2.6.

OPENING AND CLOSING OF THE BIDDING PERIOD

The Bidding Period will remain open for (02) two working days during business hours i.e. will commence at09:00 a.m. on January 06, 2016 and will close at 05:00 p.m. on January 07, 2016.

mailto:[email protected]:[email protected]:[email protected]


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BIDDING PROCESS STARTS ON January 06, 2016

BIDDING PROCESS ENDS ON January 07, 2016

2.7.

ELIGIBILITY TO PARTICIPATE IN BIDDING

Eligible investors, who can place their Bids in the Book Building process includes individual and InstitutionalInvestor both local and foreign, whose Bid Amount is not less than PKR 1,000,000/- (One million rupees).

2.8.

INFORMATION FOR BIDDERS

a) The Prospectus has been duly cleared by KSE and LSE and approved by SECP. The Prospectus, RegistrationForm and the Bidding Form can be obtained from the registered office of the Issuer, the Book Runner and theBid collection Centers. Prospectus, Registration Form and Bidding Forms can also be downloaded from thefollowing websites of the Company, KSE, LSE and the Book Runner i.e. http://www.hitechlubricants.com, http://www.kse.com.pk , http://www.lse.com.pk and http://www.arifhabibltd.com respectively.

b) Eligible investors who are interested in subscribing to the Ordinary Shares should approach the Book Runnerat the addresses provided in paragraph 2.4to register and submit their Bids.

c) THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THEADDRESSES PROVIDED IN PARAGRAPH 2.4. FOR DETAILS ON THE PROCEDURE OFREGISTRATION PLEASE REFER PARA 2.9

d) THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON,THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.4 OR THROUGH THE ONLINE SYSTEMUSING THE USER ID AND PASSWORD ISSUED AT THE TIME OF REGISTERATION OF ELIGIBLEINVESTOR.

e) REGISTERED INVETORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY ACCESSING THEDESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER IDAND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY THE DESIGNATED INSTITUTION

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

g) ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF SUMMIT BANK LIMITED CAN USETHE ONLINE TRANSFER FACILITY (PAY ORDER OR DEMAND DRAFT MAY BE DEPOSITED ATANY BRANCH OF SUMMIT BANK AND EVIDENCE TO BE SUBMITTED TO THE BOOK RUNNER)TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT SUMMITBANK LIMTIED.

2.9.

REGISTRATION FORM AND PROCEDURE FOR REGISTRATION

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

b) Upon completion and submission of the Registration Form, the bidders are deemed to have authorized theIssuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the

http://www.hitechlubricants.com/http://www.hitechlubricants.com/http://www.kse.com.pk/http://www.kse.com.pk/http://www.lse.com.pk/http://www.lse.com.pk/http://www.lse.com.pk/http://www.arifhabibltd.com/http://www.arifhabibltd.com/http://www.arifhabibltd.com/http://www.lse.com.pk/http://www.kse.com.pk/http://www.hitechlubricants.com/


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supplement to the Prospectus in the newspapers in which Prospectus was published and filing the supplementwith the KSE and the SECP, without prior or subsequent notice of such changes to the bidders.

The Registration procedure under the Book Building process if outlined below:

a) The registration of Eligible Investors shall commence from December 31, 2015 between 9.00 am to 5.00 pmand will close at 3.00 pm on January 07, 2016.

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

c) The Registration Form shall be submitted through the Bid Collection Centers in person on addresses given in paragraph 2.4 on the standard Registration Form duly filled in and signed in duplicate.

d) Upon registration of the bidders in the System, the Designated Institution shall assign and communicate UserID and password to the bidders via email on the email address provided by them in the Registration Form

e) The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection isdisclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or itsassociates.

f) Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, payorder and online transfer.

g) The pay order shall be made in favor of “IPO of Hi-Tech Lubricants Limited – Book Building Account”.For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank

and evidence to be submitted to the book runner), the payment shall be made into Account Number 01-

02-02-20311-714-171861 being maintained in Summit Bank Limited, Clifton Branch with the AccountTitle “IPO of Hi-Tech Lubricants Limited – Book Building Account”.

h)

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

i) The Book Runner shall collect an amount of 100% of the Bid Amount as Margin Money in respect of bids placed by Individual Investors.

j) The Book Runner shall collect an amount of not less than 25% of the Application Money as Margin Moneyin respect of bids placed by Institutional Investors.

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

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

m) 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.

2.10.

PROCEDURE FOR BIDDING

i. Standardized Bidding Form has been prescribed by the Issuer in accordance with the format and contentspecified by the Commission.

ii. Registered Investors can submit their bids in person at the Bid Collection Centers during the bidding dates orcan place their bids online at https://bkb.kse.com.pk using the user ID and password received by them overemail upon registration with the Book Runner.

https://bkb.kse.com.pk/https://bkb.kse.com.pk/https://bkb.kse.com.pk/https://bkb.kse.com.pk/


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

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

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

iii. The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applicationsthat 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.

iv. On receipt of bid application in accordance with clause (c), the Book Runner shall enter Bid into the Systemand issue to the bidder an electronic receipt bearing name of the book runner, name of the bidding center, dateand time.

v. 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.

vi. The registered investors shall have the right;

a. 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

b.

subject to the provision of Regulation No. 20(3)(2)(iv), 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. No downward revision shall be

allowed after 4:00 p.m. on last day of the bidding period.

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

viii. 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.

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

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

associates.

xi. The Designated Institution shall, through the system, display live throughout the bidding period an order bookin descending order showing demand for shares at various prices and the accumulated number of shares bidfor along with percentage of the total shares offered. The order book should also show the revised bids andthe bids withdrawn. The order book shall be accessible through websites of the Designated Institution, BookRunner, securities exchanges, clearing house and the central depository.

xii. At the close of the Bidding Period, Strike Price shall be determined on the basis of Dutch AuctionMethodology.


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

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

xv. The bidders who have made bids at the Strike Price shall be allotted shares in accordance with the regulation7(2) of the Regulations. 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 strictlyon time priority basis. The procedure for allotment of shares to successful bidders is mentioned in sections2.18 and 2.19 of the Prospectus.

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

xvii. Successful bidders shall be intimated, within one (1) working day of the closing of the bidding period, theStrike 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 amountas 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.

xviii. Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscriptionmoney from the successful bidders, however, shares to such bidders shall be credited at the time of credit anddispatch of shares out of the retail portion.

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

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

RESTRICTIONS:

Restriction on Related Employees: Related Employees of the Issuer, the Book Runner are not allowed to participate in the Bidding for shares. Related Employees are those employees who are directly involved in theIssue.

Restriction on Investors: A registered Eligible Investor shall not make

(i) bid below the floor price;

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

(iii) subject to the provision of clause (i) above, a bid with price variation of more than 20% of the prevailingindicative strike price;

(iv) a consolidated bid; or

(v) more than one bid either severally or jointly.

In case there is any allocation or allotment of shares to investors through Pre-IPO placement, Private placement or through any other mode during the period of six months preceding the bidding date, at a pricelower than the Strike Price, such shares shall not be saleable for a period of six months from the date of closingof subscription period for Retail Portion of the Issue.


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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 Number, to be

entered and capped at five percent (5%) in the System before commencement of the Bidding Period;

and the Book Runner shall make sure that the said list has been provided to the Designation Institutionand the employees deployed at the collection centers for collection of bids and entry thereof in the

system.

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

a. credit or dispatch of all shares allocated under the retail portion of the issue; and b. issuance of NOC by the Stock Exchanges

xxii. In case the Bids received are sufficient to allot the total number of shares offered for sale under the BookBuilding 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.

xxiii. In case all the bids made above the Strike Price are accommodated and shares are still available forallotment, such available shares will be allotted against the bids made at the Strike Price strictly on

time priority basis.

2.11.

BANK ACCOUNT FOR BOOK BUILDING

The Issuer has opened two separate bank accounts for collection of applications’ money, one each for theBook Building portion and the general public portion of the Issue.

The Bidders shall draw demand draft or pay order in favor of “IPO of Hi-Tech Lubricants Limited – Book

Building Account”. For online transfer facility (pay order or demand draft may be deposited at anybranch of summit bank and evidence to be submitted to the book runner), the payment shall be made

into Account Number01-02-02-20311-714-171861 which has been opened at Summit Bank Limited,Clifton Branch. The collection bank shall keep and maintain the bid money in the said account. Once theStrike Price is determined and list of successful bidders/allottees is finalized, the Lead Manager, afterobtaining NOC from KSE & LSE, may request in writing to the collection bank for transfer of the money ofsuccessful 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, pay order favoring “IPO of Hi-Tech Lubricants Limited – Book

Building Account” or Online Transfer of the Bid Amount into the respective IPO account of the Issuer A/c01-02-02-20311-714-171861 submit the demand draft, pay order or bank receipt at the designated Bidcollection center in person or through facsimile along with a duly filled in Registration Form.

For online transfer facility (pay order or demand draft may be deposited at any branch of summit bank andevidence to be submitted to the book runner), the payment shall be made into A/c 01-02-02-20311-714-171861 being maintained at Summit Bank Limited, Clifton branch, Karachi with the Account Title “IPO of

Hi-Tech Lubricants Limited – Book Building Account”.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION

CENTER. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, DEMAND DRAFT OR


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ONLINE TRANSFER, DRAWN / TRANSFER IN FAVOR OF “IPO OF HI-TECH LUBRICANTS

LIMITED – BOOK BUILDING ACCOUNT” IN A MANNER ACCEPTABLE TO THE BOOK

RUNNER.

Since the investors can bid for shares through “limit bid” or “step bid”, therefore payment procedure isexplained below for these methods.

a)

PAYMENT FOR LIMIT BID

If investors are placing their Bids through “Limit Bid” then they shall deposit the Margin Money based on thenumber of shares they are bidding for at their stated Bid Price.

For instance, if an investor is applying for 5.0 million shares at a price of PKR 48.00/- per share, then the totalBid Amount would amount to PKR 240,000,000. In such a case, (i) individual investor shall deposit PKR240,000,000 in the Book Building account as the Margin Money which is 100% of PKR 240,000,000; and (ii)Institutional Investors shall deposit PKR 60,000,000 in the Book Building account as the Margin Moneywhich is at least 25% of PKR 240,000,000.

b) PAYMENT FOR STEP BIDS

If investors are placing a “Step Bid”, which is a series of limit Bids at increasing prices, then they shall depositthe Margin Money/ Bid Amount based on the total number of shares they are bidding for at their stated Bid prices.

For instance, if the investor Bids for 2.0 million shares at PKR 46.00/- per share, 1.5 million shares at PKR47.00/- per share and 1.0 million shares at PKR 48.00/- per share, then in essence the investor has placed one“Step Bid” comprising three limit Bids at increasing prices. The Bid Amount would amount to PKR210,500,000/- which is the sum of the products of the number of shares Bid for and the Bid price of each limitBid. In such a case, (i) individual investor shall deposit PKR 210,500,000/-in the Book Building Account asBid Amount which is 100% of PKR 210,500,000/- and (ii) Institutional investors shall deposit at least PKR52,625,000/-in the Book Building Account as Margin Money which is 25% of PKR 210,500,000/-.

2.13.

PAYMENT BY FOREIGN INVESTORS

Foreign investors may subscribe using their special convertible rupee accounts (“SCRA”), as set out underChapter 20of the State Bank of Pakistan’s Foreign Exchange Manual 2002. Under Section 7(i) of Chapter 20,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 receivingthe subscription in foreign currency. They may also allow refunds from these accounts to unsuccessfulapplicants.

Foreign investors do not require any regulatory approvals to invest in the shares being issued through thisProspectus. Payment in respect of investment in the shares of the Company has to be made in foreign currencythrough 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 onrepatriation of sale proceeds of and the dividend yield on the shares of the Company. Underlying clientnames/beneficial owners are required to be disclosed at depository level.

A. Key Documents required for individual(s):(i) Account opening request; and(ii) Passport / ID.

B. General documentations required for opening of SCRA account by institutional investors are:(i) Account opening request;(ii) Board Resolution & Signatories list;


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(iii) Passport / ID of Board of Directors;(iv) Passport/ID of all authorized signatories;(v) Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate,

Business Registration Certificate, and Certificate of Commencement of Business);(vi) Memorandum & Articles of Association;(vii) Withholding tax registration certificate / Certificate of country of domicile of client;(viii) Latest Annual Report;(ix) List of Board of Directors; and

(x) 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 respectto opening of SCRA differs, hence it is advised to request the procedure from respective financial institution.

Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking channels. Such 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 Centersor 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.

2.15.

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 BiddingPeriod either manually through the Bid Collection Centers or electronically through direct access to thesystem. NO WITHDRAWAL SHALL BE ALLOWED AFTER 4:00 P.M. ON LAST DAY OF THE

BIDDING PERIOD.

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 mayreject any Bid placed by a Bidder for reasons to be recorded in writing provided the reason of rejection isdisclosed to such bidder. Decision of the Book Runner shall not be challengeable by the Bidder or any of itsassociates.

2.17. WITHDRAWAL OF ISSUE BY THE ISSUER

a) According to regulation 5(6) of the Regulations, in case the Issuer does not receive bids for the number ofshares allocated under the Book Building Portion, at the Floor Price, the Issue shall be cancelled and the sameshall be immediately intimated to the Commission, the Stock Exchanges and the Designated Institution and

the Margin Money shall be refunded to the Bidders immediately but not later than two (2) working days ofthe closing of the Bidding Period.

b)

The Book Building will be considered cancelled if the total number of bids received are less than forty.

2.18.

MECHANISM FOR DETERMINATION OF STRIKE PRICE

a) At the close of the Bidding Period, the Strike Price shall be determined on the basis of “Dutch AuctionMethodology”. Under this Methodology, the Strike Price is determined by lowering the price to the extentthat the total number of shares issued is subscribed.


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b) The order book shall display the Bid prices in a descending order along with the quantity for each price levelas well as the cumulative quantity at each price level.

c) Once the Strike Price is determined all those Bidders whose bids have been found successful shall becomeentitled for allotment of shares. The Bidders, who have made bids at prices above the Strike Price, will beissued 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.

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

e) 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.

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

a)

Number of shares being Issued through the Book Building: 21,750,500 Ordinary Shares

b) Floor Price: PKR 37.0 per share

c)

Bidding Period: January 06, 2016 to January 07, 2016

d)

Bidding Time: 9:00am – 5:00pme)

Bid Entry Time: 9.00am – 5.00pm

f)

Bid Withdrawal Time: Any time till 4.00pm on the last day of Bidding Period

g) Bidding Revision Time: 9:00am – 5:00pm, except for downward revisions which are allowed

only till 4.00pm on the last day of Bidding Period

BidderPrice (PKR per share)

Bid Quantity(shares

Millions)

CumulativeQuantity (Million

Shares)Category of Order

Institution – A 59.00 3.00 3.00 Limit Price

Institution – E 58.00 1.00 4.00 Limit Price

Institution – B 58.50 4.00 7.00 Limit Price

Foreign Institution – F 58.00 3.50 10.50 Limit Price

Individual Investor – A 57.50 2.50 13.00 Step Bid

Institution – C 57.00 2.75 15.75 Step Bid

Individual Investor – E 56.00 4.00 19.75 Limit Price


Institution – B 55.00 5.00 21.75 Limit Price

Individual Investor – A 54.00 2.00 23.75 Step Bid


On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, theStrike Price would be set at PKR 55.50 per share to sell the required quantity of 21,750,500 ordinary shares.

At PKR 59.00 per share, investors are willing to buy only 3.00 million shares. Since 18.75 million shares arestill available, therefore the price will set lower.

At PKR 58.50 per share, investors are willing to buy 4.00 million shares. Since 14.75 million shares are stillavailable; therefore, the price will set lower.

Bid Withdrawn

Bid has been revised and placed at

PKR 58.50 per share Strike Price determinedthrough Dutch Auction


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At PKR 57.00 per share, investors are willing to buy 2.75 million shares. Since 6.00 million shares are still

available; therefore, the price will set lower.


At PKR 55.50 per share, investors are willing to buy 2.00 million shares. Since after bidding for 2.00 millionshares at PKR 55.50 per shares no share will be available, therefore, the Strike Price will be set at PKR 55.50 per share for the entire lot of 21.75 million shares.

The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is PKR 55.50 per share), will become entitled for allotment of shares at the Strike Price and the differential amount would be refunded.

The Bidders, who have placed bids below PKR 55.50 per share, will not qualify for allotment of shares.

After allotment in the aforementioned manner, 2.00 million shares are still available for allotment. Theseshares will be allotted to the Bidders who have placed bid(s) at PKR 55.50, however, for the purpose ofallotment of these 2.00 million shares preferences will be given to the Bidder who has placed the bidearlier.

2.19. BASIS OF ALLOTMENT OF SHARES

Once the Strike Price is determined all those bidders whose bids have been found successful shall becomeentitled 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 StrikePrice 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.

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

Incase 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 anddispatch of shares out of the retail portion of the issue to successful applicants as per regulation 21(13) of theRegulations.

2.20.

REFUND OF MARGIN MONEY

Investors that place Bids lower than the Strike Price shall not be eligible for allotment of shares. MarginMoney of the unsuccessful Bidders shall be refunded within five (05) working days of the close of the bidding period as required under Regulation 21(11) of the Regulations.


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

2.21.

UNDERWRITING

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

2.22. 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 theBidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in whichthe 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, namesof the Underwriters for the Retail Portion of the Issue, Underwriting Commission, and Category-wise breakupof the successful bidders along with the number of shares provisionally allocated to them.

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

2.23.

INTEREST OF THE BOOK RUNNER

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

2.24.

ASSOCIATED COMPANIES AND UNDERTAKINGS OF THE ISSUER

i.

Associated Companies

Name of company Status Registered office address

UINs

(Incorporation /NTN no.)

HI-TECH BLENDING(PVT) LIMITED

WHOLLY OWNEDSUBSIDIARY

1-A DANEPUR ROAD GOR-1, LAHORE

0087364 /4247720-4

HI-TECH ENERGY (PVT)LIMITED

ASSOCIATEDCOMPANY


0066529 /3222650-7

MAS ASSOCIATES(PVT) LIMITED

ASSOCIATEDCOMPANY


L 07610 /0161292-1

MAS INFOSOFT (PVT)LIMITED

ASSOCIATEDCOMPANY


L 10941 /1412089-5

MAS SERVICESASSOCIATED FIRM

/ AOP

1-A DANEPUR ROAD GOR-

1, LAHORE NIL / 1325368-9

GULF RUBBERPRODUCTS (PVT)

LIMITED

ASSOCIATEDUNDERTAKING

44-A MAIN ROADGULBERG LAHORE

0091776 /4377502-5

SYNTHETIC PRODUCTSENREPRISE LIMITED


127-S, Q.I.E, TOWNSHIP,KOTLAKHPAT, LAHORE

0009432 /0688349-4

MTM SECURITIES (PVT)LIMITED


101, LAHORE STOCKEXCHANGE BUILDING,

LAHORE

L 09878 /1253386-6


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PAK FRANCEBUSINESS ALLIANCE


D-118/2 KEHKASHAN 5,CLIFTON, KARACHI

0088332 /4288492-6

PAK AGROPACKAGING (PVT) LTD


2 ND FLOOR 1-A PLAZA,ISLAMABAD

P-00158/1142661-6

HILAL MEATPROCESSING CO. (PVT)

LTD


FAYYAZ MARKET, STREET NO. 9 ISLAMABAD

0075357/3704913-5

CHIP TRAINING ANDCONSULTING (PVT)

LTDASSOCIATED

UNDERTAKING

PLOT NO.05, STREET NO.09OPPOSITE NIH G-8/2,

ISLAMABAD0063808 /3092086-8

UJALA EDUCATIONALTRUST


130 STREET 48, NEARMAJOR ROAD ISLAMABAD

0075019 /3687334-9

Note: As required in 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.

ii.

Related Employees

List of Related Employees of the Issuer

S.no Name Designation CNIC

1 Mr. Muhammad Imran CFO / Company Secretary 35202-7974957-1

2 Mr. Ahmad Shuja Country Head Sales 35202-7152979-7

3 Mr. Shahzad Sohail GM Procurement 35200-1145924-9

4 Mr. Shafqat Ali GM Associated Company 35202-2587908-9

5 Mr. Tamur Shah Senior Manager Administration 35202-9463859-5

6 Mr. Ali Khalid Head Planning and Internal Audit 37405-0634742-1

7 Mr. Omer Bajwa Manager Marketing 35202-6278237-3

8 Mr. Muhammad Ashraf Manager I.T. 35201-1247825-3

9 Mr. Qaisar Abbas Manager Sales 31303-5865802-5

10 Mr. Amjad Shahzad Manager Sales Analysis 35202-2487662-5

11 Ms. Shumaila Hameed Manager HR 35202-5378738-6

12 Mr. Omer Aftab Rana Manager Sales 35202-3015302-9

13 Mr. Fawad Nafees Manager Operations 42101-1714261-3

14Mr. Syed MuhammadIftikhar Senior Manager Sales 42101-8881496-7

15 Mr. Rafique Muhammad Manager Sales 17301-5954403-7

16 Mr. Muhammad Ejaz Khattak Manager Sales 61101-1520007-5

17 Mr. Junaid Malik Manager Sales 42301-0923316-5

18 Mr. Hashim Iqbal Deputy Manager Financials 42301-4124367-3

19 Mr. Kashif Pervez Assistant Manager Corporate 35202-9051994-3

20 Mr. Hamza Assistant Manager Internal Audit 35202-3408452-9

21 Ms. Imrana Designer 35201-3583175-4

List of Board of Directors of Hi-Tech Lubricants Limited

S.no Name Designation CNIC

1 Mr. Hassan Tahir Chief Executive Officer 35202-0561257-7

2 Mr. Mohammad Basit Hassan Executive Director 35202-2936471-7

3 Mr. Mohammad Ali Hassan Non-Executive Director 35202-8680689-3


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4 Mr. Tahir Azam Non-Executive Director 35202-1586099-7

5 Mr. Shaukat Hassan Chairman Board of Directors 35202-2937890-9

6 Mr. Zalmai Azam Non-Executive Director 35202-8613893-1

7 Mr. Tabassum Munir Independent Director 35201-2475737-5

8 Dr. Safdar Ali Butt Independent Director 61101-1938034-7

9 Mr. Syed Asad Abbas Hussain Independent Director 611017-914566-9

10 Mr. Syed Mujahid Jameel Ghaznavi Non-Executive Director

61101-0907195-1

List of Related Employees of the Book Runner

S.no Name (as per CNIC) Designation UIN/CNIC

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

2 Mr. Syed Kashif ul HassanShah

Managing Director, InvestmentBanking

42301-2295321-7

3 Mr. Nasim Beg Advisor to Corporate Finance 42301-5558488-3

4 Mr. Zeshan AfzalExecutive Director & Head ofCorporate Finance

42501-8031535-3

5 Mr. Rafique Bhundi Sr. Vice President, CorporateFinance

42201-2497903-1

6 Mr. Ahmed Rajani Vice President, Corporate Finance 42201-4832681-57 Mr. Syed Saquib Ali Vice President, Corporate Finance 42201-4292146-1

8 Mr. Abdul Qadir Analyst, Corporate Finance 42301-2989158-1

9 Mr. Muhammad Ali Siddiqui Analyst, Corporate Finance 42501-2740531-7

10 Ms. Shaima Ghani Analyst, Corporate Finance 42201-1517006-6

11 Ms. Amira Aswani Analyst, Corporate Finance 42301-0725240-6

12 Mr. Tahir Abbas Asst. Vice President, Research 42201-9867974-9

13 Mr. Shahbaz Ashraf Head of Research 42201-3317016-7

14 Mr. Sarwar Khan Head of Compliance 54400-1389625-3

15 Mr. Sardar Khan Library Assistant, Research 42501-2640314-3

16 Mr. Saeed Ahmed Officer, Corporate Finance 42201-2425208-1

Note: As required in 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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2.25. STATEMENT BY ISSUER

June 08, 2015

The Managing Director,

Karachi Stock Exchange Limited,

Stock Exchange Building,Stock Exchange Road,

Karachi.

The Managing Director,

Lahore Stock Exchange Limited,

Lahore Stock Exchange Building,19-Khayaban-e-Aiwan-e-Iqbal

Lahore

On behalf of the Issuer, we here by confirm that all material information as required under the CompaniesOrdinance, 1984 and the Listing of Companies and Securities Regulations of the Karachi Stock ExchangeLimited and Listing Regulations of Lahore Stock Exchange Limited has been disclosed in the Prospectusand that whatever stated in the Prospectus and the supporting documents is true and correct to the best ofour knowledge and belief and that nothing has been concealed.

For and on behalf of Issuer

-sd- _____________________Hassan TahirChief Executive Officer


-sd- ____________________Muhammad ImranChief Financial Officer



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2.26. STATEMENT BY LEAD MANAGER

June 15, 2015

The Managing Director,Karachi Stock Exchange Limited,


Karachi.

The Managing Director,Lahore Stock Exchange Limited,


Lahore

Being mandated as Advisor and Lead Manager to this Initial Public Offering of Hi-Tech Lubricants Limitedthrough the Book Building process, we hereby confirm that all material information as required under theCompanies Ordinance, 1984, Securities Act, 2015 and Listing of Companies and Securities Regulations ofthe Karachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited includingthe Book Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever stated

herein and in the supporting documents is true and correct to the best of our knowledge and belief and thatnothing has been concealed.

On behalf of Arif Habib Limited

-sd- _____________________Zeshan Afzal

Executive Director& Head of Corporate FinanceArif Habib Limited


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2.27. STATEMENT BY BOOK RUNNER

June 15, 2015

The Managing Director,Karachi Stock Exchange Limited,


Karachi.

The Managing Director,Lahore Stock Exchange Limited,


Lahore

Being mandated as Book Runner to Initial Public Offering of Hi-Tech Lubricants Limited through the BookBuilding process, we hereby confirm that all material information as required under the CompaniesOrdinance, 1984, Securities Act, 2015 and the Listing of Companies and Securities Regulations of theKarachi Stock Exchange Limited and Listing Regulations of Lahore Stock Exchange Limited including theBook Building Regulations, 2015thereof has been disclosed in this Prospectus and that whatever statedherein and in the supporting documents is true and correct to the best of our knowledge and belief and that

nothing has been concealed.

On behalf of Arif Habib Limited

-sd- _____________________Zeshan AfzalExecutive Director& Head of Corporate Finance

Arif Habib Limited


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PART 3

3

SHARE CAPITAL AND RELATED MATTERS

3.1.

SHARE CAPITAL

No. of

shares

Face value PremiumTotal (including

premium)

(PKR) (PKR) (PKR)

AUTHORIZED CAPITAL150,000,000 Ordinary shares of PKR 10/- each 1,500,000,000 - 1,500,000,000

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

12,001,000 Issued for Cash 120,010,000 - 120,010,000

25,000,000Issued for consideration other thanCash (refer to note “3.1-f”)

250,000,000 - 250,000,000

50,002,000 Issued as fully paid bonus shares 500,020,000 - 500,020,000

87,003,000 Total Existing Paid up Capital 870,030,000 - 870,030,000

The existing issued, subscribed & paid up capital of the Company is held as follows:

SHARES HELD BY SPONSORS & DIRECTORS

28,498,900 Mrs. Uzra Tahir 284,989,000 - 284,989,000

24,748,750 Mrs. Arifa Shaukat 247,487,500 - 247,487,500

7,500,300Mr. Hassan Tahir (CEO & ExecutiveDirector)

75,003,000 - 75,003,000

7,500,300Mr. Muhammad Ali Hassan (Non-Executive Director)

75,003,000 - 75,003,000

7,500,300Mr. Muhammad Basit Hassan(Executive Director)

75,003,000 - 75,003,000

3,750,150 Mrs. Mavira Tahir 37,501,500 - 37,501,500

3,750,150 Mrs. Mehvish Khan 37,501,500 - 37,501,500

3,750,150 Mrs. Amna Zaidi 37,501,500 - 37,501,500

500Mr. Shaukat Hassan (Chairman Board

of Directors)

5,000 - 5,000

500Mr. Tahir Azam (Non – ExecutiveDirector)

5,000 - 5,000

500Mr. Zalmai Azam (Non – ExecutiveDirector)

5,000 - 5,000

SHARES HELD BY INDEPENDENT DIRECTOR

500 Mr. Muhammad Tabassum Munir 5,000 - 5,000

500 Dr. Safdar Ali Butt 5,000 - 5,000

500 Mr. Syed Asad Abbas Hussain 5,000 - 5,000

500 Mr. Syed Mujahid Jameel Ghaznavi 5,000 - 5,000

OTHER SHAREHOLDER

500 Mr. Syed Sikandar Abbas 5,000 - 5,00087,003,000 Total Existing Paid up Capital 870,030,000 - 870,030,000

PRESENT ISSUE

21,750,500Allocation to Eligible Investorsthrough book building process at astrike price

217,505,000 587,263,500 804,768,500

7,250,500 General Public 72,505,000 195,763,500 268,268,500

29,001,000 Total Present Issue Paid Up Capital 290,010,000 783,027,000 1,073,037,000

116,004,000 Total Post Issue Paid Up Capital 1,160,040,000 783,027,000 1,943,067,000

* The premium in the capital structure is on the basis of Floor Price of PKR 37.00/- per share.


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Notes:

a) As per rule 3 (II) (i) of The Companies (Issue of Capital) Rules, 1996, the fixed capital expenditurerelated to investment in retail outlets and additional filling lines shall be entirely financed by equity.

b) The rules 3 (II) (ii) and 3 (II) (iii) of The Companies (Issue of Capital) Rules, 1996 are not applicableto the Company as the expansion plan being implemented by the Company is a brownfield project

and not a green field project.c) 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 intimatedto the Commission, all the securities exchanges and the Designated Institution and the Margin Moneyshall be refunded to the bidders immediately but not later than two working days of the closing of theBidding Period.

d) As per rule 3 (II) (v) of The Companies (Issue of Capital) Rules, 1996, the sponsors shall retain atleast 25% of the capital of the Company for a period of five years from the date of public subscription.Consequently, the sponsors have undertaken to retain 25% shares collectively from their existingshareholding.

e) As per regulation 5.4.5(a) of the Listing of Companies and Securities Regulations of KSE and

regulation 6(A) 7 of the Listing Regulations of LSE, sponsors shareholding in excess of 25% of thecapital of the Company is not saleable for a period of six (06) months from the date of publicsubscription.

f) On 01 July 2011, the Company entered into an agreement for takeover with the partners of Hi-TechLubricants, a registered partnership firm (the “Firm”) and took over all the business, assets andliabilities of the Firm against consideration of issuance of shares of the Company amounting to PKR250,000,000 divided into 2,500,000 ordinary shares of PKR 100 each.:

g) Auditor in its certificate dated August 01, 2011 has confirmed compliance of rule 8 of the Companies(Issue of Capital) Rule, 1996 for issue of shares for consideration other than cash

h) Quarterly progress reports related to the implementation of expansion plan shall be submitted to KSE,LSE and SECP.

3.2. OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will open for 04 days at the commencement of banking hours on January 25, 2016

and will close on January 27, 2016 at the close of banking hours*. Please note that online applications

can be submitted 24 hours a day during the subscription period which will close at midnight on January

27, 2016.

*In order to facilitate investors, United Bank Limited (UBL) & Summit Bank Limited are providing

facility of electronic submission of application (e IPO) to its account holders. United Bank Limited

account holders can use United Bank Limited Net Banking to submit their application via link

http://www.ubldirect.com/corporate/ebank. and Summit Bank Limited account holders can use Net

Banking to submit their application via link https://ib.summitbank.com.pk

3.3. INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

Eligible investors include:a) Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including

Pakistani nationality;

b) Foreign nationals whether living in or outside Pakistan;

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


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c) 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 casemay be);

d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective trustdeeds and existing regulations); and

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

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 thisProspectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of theState Bank of Pakistan. Under Section 7(i) of Chapter