FFC to Merge With Fauji Fertilizer Bin Qasim Ltd

The Board of Directors of Fauji Fertilizer Company Limited (PSX: FFC), at their meeting held on September 20, 2024, approved the merger of Fauji Fertilizer Bin Qasim Limited (PSX: FFBL) with and into the Company, along with the draft Scheme of Arrangement under Sections 279 to 283 and 285(8) of the Companies Act, 2017. The merger is subject to finalization thereof, obtaining all necessary shareholders’, creditors’, and regulatory approvals, and the sanction of the Scheme by Lahore High Court, Rawalpindi Bench, along with fulfillment of related legal formalities, and further subject to any changes or modifications thereto as may be required or prescribed, or such amendments as may be considered necessary, without materially affecting the substance thereof. In terms of the Scheme, it is intended, inter alia, that the entire undertaking of FFBL (including its assets, liabilities, privileges, obligations, rights and business) shall be merged, by way of amalgamation, with and into the Company. An aggregate of approximately 150.87 million ordinary shares of the Company shall be allotted and issued to the shareholders of FFBL (excluding the Company itself, as a shareholder of FFBL), based on a swap ratio of 1 ordinary share of the Company for every 4.29 ordinary shares of FFBL held by the shareholders of FFBL. As a consequence of the merger, FFBL shall stand dissolved without winding up, and all the shares of FFBL, including those held by the Company, shall stand canceled. The Scheme will be circulated to the PSX and the shareholders in due course subject to the directions/order of the Honorable Lahore High Court, Rawalpindi Bench, and in accordance with the applicable laws.