Air Link Communication : Material Information

AIR LINK COMMUNICATION LIMITED

Ref: ALC/PUCAR/2023-24

July 17, 2023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi.

Subject: Material Information

Dear Sir,

In accordance with Sections 96 and 131 of the Securities Act, 2015 (the "Act") and pursuant to Regulation 5.6.1 of the PSX Regulations (the "Regulations"), Air Link Communication Limited pleased to inform the following:

"Next Capital Limited (Manager to the Offer) has submitted a Public Announcement of Intention ("PAI") on behalf of Pakistan Refinery Limited ("PRL") and Air Link Communication Limited ("Air Link") on July 17, 2023, to acquire 77.42% shares and control of Shell Pakistan Limited by PRL and Air Link under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017. A copy of the PAI is attached herewith."

A disclosure form as required under S.R.O 143(1)2012 dated December 5, 2012 read with Section 96 and 131 of the Securities Act, 2015 is also enclosed.

You may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours Sincerely,

Amer Latif

Company Secretary

Copy to:

Executive Director/HOD,

Offsite-II Department,

Supervision Division,

Securities & Exchange Commission of Pakistan,

63, NIC Building, Jinnah Avenue,

Blue Area, Islamabad

Encl: As above

152/1-M,Quaid-e-Azam Industrial Estate, Kot Lakh Pat, Lahore - Pakistan 042-35151345-6

Email: [e-mail] Web: www.airlinkcommunication.com

UAN: 042-111-667-468

AIR LINK COMMUNICATION LIMITED

Annexure- 'A'

DISCLOSURE FORM

IN TERMS OF SECTIONS 96 AND 131 OF THE SECURITIES ACT, 2015

Name of Company:	Air Link Communication Limited
	152/1 - M, Quaid-e-Azam, Industrial Estate
	Kot Lakh Pat, Lahore.
Date of Report:	July 17, 2023
Contact Information:	Amer Latif
	Company Secretary
	152/1 - M, Quaid-e-Azam, Industrial Estate
	Kot Lakh Pat, Lahore.
	Contact Number: 042-35151345-6

Disclosure of price sensitive / inside information by Listed Company:

"Next Capital Limited (Manager to the Offer) has submitted a Public Announcement of Intention ("PAI") on behalf of Pakistan Refinery Limited ("PRL") and Air Link Communication Limited ("Air Link") on July 17, 2023, to acquire 77.42% shares and control of Shell Pakistan Limited by PRL and Air Link under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017. A copy of the PAI is attached herewith."

The Company has duly caused this form / statement to be signed / on its behalf by the undersigned hereunto duly authorized.

Yours Sincerely,

Amer Latif

Company Secretary

152/1-M,Quaid-e-Azam Industrial Estate, Kot Lakh Pat, Lahore - Pakistan 042-35151345-6

Email: [e-mail] Web: www.airlinkcommunication.com

UAN: 042-111-667-468

Public Announcement of Intention to Acquire 77.42% Shares and Control of

Shell Pakistan Limited

By

Pakistan Refinery Limited and Air Link Communication Limited

Under the Securities Act, 2015

And

Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017

Part A

Brief description of the Intended acquisition:

Intended acquisition through	Number of Shares	Percentage
Agreement(s)	165,700,304	77.42%
Public Offer	24,162,179	11.29%

Part B

1. Information about the acquirer:

1. Name(s) and address(es) of acquirer along with persons acting in concert if any:

Name	Address
Pakistan Refinery Limited ("PRL")	Korangi Creek Road, Karachi
Air Link Communication Limited ("Air Link")	152/1 M. Quaid-e-Azam Industrial Estate Kot Lakhpat, Lahore

1. Name(s) of the ultimate acquirer or the ultimate controlling shareholder:

Name of Acquirer	Ultimate Controlling Shareholder
Pakistan Refinery Limited	Pakistan State Oil Company Limited ("PSO") is the parent
	company holding 63.56% of PRL.
Air Link Communication Limited	Muzzaffar Hayat Piracha, Yasir Hayat Piracha, Ms. Saleha Basit

1. • minors.
2. Name(s) and address(s) of manager to the offer of the acquirer:

Name	Address
Next Capital Limited	2nd Floor Imperial Court Building, Dr. Ziauddin Ahmed Road,
	Karachi, Pakistan

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1. Principal areas of business of the acquirer and relevant experience:

Name of Acquirer	Area of Business
Pakistan Refinery Limited	PRL is one of the five refineries operating in Pakistan. The
	company is engaged in the production and sale of petroleum
	products. The Company is a subsidiary of Pakistan State Oil
	Company Limited.
Air Link Communication Limited	Air Link Communication is one of the largest smartphones
	distributors, manufacturers, and retailers in Pakistan with over
	a decade-long experience in the telecom industry. It has a
	nationwide network linked with over 16+ hubs & Regional
	offices, 1100 + wholesalers, and 4,000+ retailers with after-
	sales support service centers in all major cities of Pakistan.

1. In case the acquirer is a fund/ company(s):
   I. Names of the chief executive and directors of the company(s):
   Pakistan Refinery Limited:

Name	Position
Mr. Tariq Kirmani	Chairman / Director
Mr. Zahid Mir	Chief Executive
Mr. Abid S. Zuberi	Director
Mr. Aftab Husain	Director
Mr. Mohammad Abdul Aleem	Director
Mr. Mohsin Ali Mangi	Director
Mr. Nadeem Safdar	Director
Syed Jehangir Ali Shah	Director
Syed Muhammad Taha	Director
Ms. Tara Uzra Dawood	Director
Mrs. Rushna Fawad	Director
Airlink Communication Limited:
Name	Position
Aslam Hayat Piracha	Chairman / Non-Executive Director
Muzzaffar Hayat Piracha	Chief Executive Director
Mrs. Rabiya Muzzaffar	Director
Mr. Sharique Azim Siddiqui	Director
Mr. Hussain Kuli Khan	Director
Mr. Aqdus Faraz Tahir	Director
Syed Nafees Haider	Director

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1. Names of substantial shareholders of the company:

		Name of Acquirer	Substantial Shareholders
		Pakistan Refinery Limited	Pakistan State Oil Company Limited - 63.56%
		Air Link Communication Limited	Mr. Muzzaffar Hayat Piracha - 25.60%
			Mr. Yasir Hayat Piracha - 24.23%
			Ms. Saleha Basit & minors - 24.23%
III.	Date of Incorporation:

		Name of Acquirer	Date of Incorporation
		Pakistan Refinery Limited	10-May-1960
		Air Link Communication Limited	02-January-2014
IV.	Jurisdiction of incorporation:

Name of Acquirer	Jurisdiction
Pakistan Refinery Limited	Karachi, Pakistan
Air Link Communication Limited	Lahore, Pakistan

1. Authorized and paid-up capital:

Name of Acquirer	Amount (as of March 31, 2023)
Pakistan Refinery Limited	Authorized Capital:	Rs. 10,000,000,000/-
	Paid-up Capital:	Rs. 6,300,000,000/-
Air Link Communication Limited	Authorized Capital:	Rs. 6,000,000,000/-
	Paid-up Capital:	Rs. 3,952,692,310/-

1. Detail of Companies, where the intended acquirer(s) hold more than thirty percent voting shares:
   Pakistan Refinery Limited:
   Not applicable.
   Air Link Communication Limited:

Name of Company	Registration No.	Nature	Nature of	Jurisdiction of	Description held
		(Listed /	business	incorporation	control / more
		unlisted /			than thirty %
		Private)			shares or both
Select	0185953	Private Ltd.	Mobile	Lahore,	100%
Technologies (Pvt)			Manufacturing	Pakistan
Limited

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