Next Capital : Public Announcement of Intention to acquire 77.42% shares and control of Shell Pakistan Limited by Pakistan Refinery Limited and Air Link Communication Limited

July 17, 2023

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building, Stock Exchange Road, Karachi

Executive Director

Public Offering and Regulated Persons Department

Securities Market Division

Securities and Exchange Commission of Pakistan

NIC Building, Jinnah Avenue, Blue Area, Islamabad

Ms. Lalarukh Hussain-Shaikh

Company Secretary

Shell Pakistan Limited

Shell House, 6 Ch. Khaliquzzaman Road, Karachi-75530

Subject:	Public Announcement of Intention to acquire 77.42% shares and control of Shell Pakistan
	Limited by Pakistan Refinery Limited and Air Link Communication Limited

Dear Sir/Madam,

We, Next Capital Limited, hereby submit a Public Announcement of Intention by Pakistan Refinery Limited and Air Link Communication Limited (collectively referred to as the "Acquirers") to acquire 77.42% shares and control of Shell Pakistan Limited ("Target") under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares & Takeovers) Regulations, 2017.

The Public Announcement of Intention is intended to be published in one English and one Urdu newspaper on July 19, 2023; a copy will be submitted to your office accordingly.

Kindly note that Next Capital Limited has been appointed as Manager to the Offer in accordance with regulation 6(1) of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

Should you require further information, feel free to contact the undersigned.

Sincerely,

For and on behalf of Next Capital Limited

_____

Najam Ali

Chief Executive Officer

Encl: As above

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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1. Information about the ultimate beneficial owner of the intended acquirer(s):

1. Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person:
   Pakistan Refinery Limited:

PSO owns 63.56% shareholding of PRL. Federal Government of Pakistan directly holds 22.47% shareholding of PSO, however, no single 'individual' shareholder owns substantial shareholding in PSO, therefore, details on natural person(s) cannot be provided.

Air Link Communication Limited:

Following information pertains to the ultimate beneficial owners of Air Link Communication Limited:

Name	CNIC	Nationality	Address
Aslam Hayat Piracha	38403-7961852-5	Pakistani	House # 26/1-G, Model
			Town Lahore
Muzzaffar Hayat Piracha	42000-7994715-9	Pakistani	House # 26/1-G, Model
			Town Lahore
Yasir Hayat Piracha	8265868482731	Pakistani	House # 26/1-G, Model
			Town Lahore
Rabiya Muzzaffar	61101-4615061-8	Pakistani	House # 26/1-G, Model
			Town Lahore
Saleha Basit	35202-1299402-0	Pakistani	House # 26/1-G, Model
			Town Lahore
Mishaal Paracha (Minor) through	35202-1299402-0	Pakistani	House # 26/1-G, Model
Saleha Basit (Guardian)			Town Lahore
Roshanay Paracha (Minor) through	35202-1299402-0	Pakistani	House # 26/1-G, Model
Saleha Basit (Guardian)			Town Lahore
Naila Paracha (Minor) through	35202-1299402-0	Pakistani	House # 26/1-G, Model
Saleha Basit (Guardian)			Town Lahore
Sania Paracha (Minor) through	35202-1299402-0	Pakistani	House # 26/1-G, Model
Saleha Basit (Guardian)			Town Lahore

1. Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares:

Pakistan Refinery Limited:

As disclosed above, no single individual shareholder owns substantial shareholding in PSO (which is the parent of PRL), therefore, this section is not applicable on PRL.

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