Next Capital : Submission of Proposed Offer Letter with respect to the Public Announcement of Offer to acquire shares of BankIslami Pakistan Limited

OFFER LETTER

Date: _________________

To: [Name of the Eligible Shareholder] [Address Block]

[Address Block]

[Address Block]

[Address Block]

Subject:	Offer for Purchase of Shares of BankIslami Pakistan Limited ("the Target Company" or
	"BIPL")

Dear Sir / Madam,

1. In pursuance of the public announcement of offer made by JS Bank Limited (herein referred to as the "Acquirer") and published in Daily Jang and The News on June 28, 2023, this is to inform you that the Acquirer intends to acquire 275,891,286 voting ordinary shares (comprising 24.88% of the paid-up capital) and control of BIPL. Therefore, we are making an offer to you for the acquisition of your [number of shares] ordinary shares of BIPL on the terms and subject to the conditions enclosed herewith.
   The Acquirer has entered into Share Purchase Agreements (the "SPAs") with Ahmed Goolam Mohamed Randeree and Shabir Ahmed Randeree, Jahangir Siddiqui & Co. Limited and Sumya Builders & Developers (the "Sellers") for the purchase of 470,603,772 Voting Ordinary Shares (42.45%) of the Target Company at a swap ratio of 1.1318 shares of JS Bank Limited.
2. Accordingly, in pursuance of Acquirer's obligations under the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, you are hereby, being made an offer to sell your [number of shares] share(s) of BankIslami Pakistan Limited at PKR 23.99/- per share (the
   "Offer Price") to JS Bank Limited on the terms and conditions attached herewith. The public announcement of offer containing detailed information can be viewed at the website of Manager to the Offer i.e. https://www.nextcapital.com.pk/
3. The offer is valid until Monday, August 21, 2023. You may accept the offer between Tuesday, August 15, 2023 to Monday, August 21, 2023 ("Acceptance Period").
4. In case your shares are held in electronic form, you may accept the offer by transferring your shares to the CDC account of the Manager to the Offer ("Next Capital Limited") during the Acceptance Period as per the following details and submit the CDC transfer slip along with duly filled and signed Acceptance Letter and required documents to the Manager to the Offer, whose contact details are provided below, latest by 5:00 pm on the last day of the Acceptance Period:

CDC Account Title:	Manager to the Offer - BankIslami Pakistan Limited
CDC Participant ID:	12484
CDC Sub Account No:	29959
UIN:	0054329
Transaction Reason Code:	• For Intra Account: A021
	• For Inter Account: P015

In case of physical shares, you may accept the offer by delivering the duly filled and signed Acceptance Letter (enclosed) along with physical share certificates, duly verified transfer deed(s) from the existing Share Registrar of BankIslami Pakistan Limited i.e. CDC Share Registrar Services Limited and other required documents by courier or by hand to the Manger to the Offer, whose contact details are provided below, latest by 5:00 pm on the last day of the Acceptance Period.

1. All payments through pay order / crossed cheque against shares accepted by the Acquirers will be made within a period of not more than 10 days from date of closure of the Acceptance Period.
2. In case of any query regarding the public announcement of offer, you may contact the Acquirer or the Manager to the Offer at the following addresses:

Manager to the Offer:

Syed Qamber Ali

AVP, Investment Banking Next Capital Limited

2nd Floor Imperial Court Building (New Block), Dr. Ziauddin Ahmed Road, Karachi, Pakistan Contact: [phone]

Email:[e-mail]

Acquirer:

Hasan Shahid

Company Secretary & Head of Legal JS Bank Limited

1st Floor, Shaheen Commercial Complex, Dr. Ziauddin Ahmed Road, Karachi, Pakistan Contact: [phone] Ext 7576

UAN: +92 21 111 JS Bank (572-265)

Email:[e-mail]

The Acquirer and its Directors accept all responsibility for the information contained in this Offer Letter.

Yours truly,

_________________________	_________________________
Hasan Shahid	Basir Shamsie
Company Secretary	President and CEO
JS Bank Limited	JS Bank Limited

Enclosed:

1. Public Offer - Terms and Conditions and Procedures
2. Draft of Acceptance Letter
3. Annexure 1 to Acceptance Letter - Draft of Transfer Deed
4. Annexure 2 to Acceptance Letter - Share Splitting Authorization Letter
5. Annexure 3 to Acceptance Letter - Authority to pick-up excess shares

PUBLIC OFFER - TERMS AND CONDITIONS AND PROCEDURES

Target Company	BankIslami Pakistan Limited ("the Target Company" or "BIPL")
Acquirer	JS Bank Limited (the "Acquirer")
Applicable Laws	The Public Offer shall be governed by the provisions of Part IX of the Securities Act,
	2015 (the "Act") and the Listed Companies (Substantial Acquisition of Voting Shares
	and Takeovers) Regulations, 2017 ("Takeover Regulations")
Offer Price	PKR 23.99/- per share
Total Number of Shares	Up to 275,891,286 shares representing 24.88% of the total issued share capital of
to be acquired under	BIPL
Public Offer
Acceptance Period	The Offer is valid until Monday, August 21, 2023. You may accept the Offer from 9:00
	am on Tuesday, August 15, 2023 to 5:00 pm. on Monday, August 21, 2023 ("Closing
	Date"). Acceptances received later than 5:00 pm. on Closing Date shall not be
	accepted and the Acceptance Period shall not be extended
Procedure for accepting 1. The Public Offer will remain open for acceptance for seven days (starting from 9:00
the Public Offer	A.M. PST on Tuesday, August 15, 2023 to 5:00 P.M. PST on Monday, August 21,
	2023). Acceptances received after working hours on Closing Date shall not be
	entertained and the Offer period shall not be extended.
	2. In order to accept the Public Offer, the shareholders are required to send the
	Letter of Acceptance (attached to this Offer Letter), duly completed and signed,
	along with the requisite documents (as set out below) on or before 5:00 pm on
	Monday, August 21, 2023 to the following addresses where teams of Manager to
	the Offer will be available:
	a. For In-PersonSubmission and Courier:2nd Floor Imperial Court
	Building (New Block), Dr. Ziauddin Ahmed Road, Karachi, Pakistan;
	b. For In-PersonSubmission Only:JS Bank Main Branch, Shaheen
	Commercial Complex, Dr. Ziauddin Ahmed Road, Karachi, Pakistan
	Please ensure that the Acceptance Letter is duly filled and signed.
	3. In the event that the Letter of Acceptance and the requisite information are
	delivered within the stipulated time, the Manager to the Offer will issue
	confirmation of the receipt of documents (Provisional Receipt).
	4. Receipt by the Manager to the Offer by the Closing Date of the duly completed
	and signed Letter of Acceptance along with the required documents will constitute
	acceptance of the Public Offer.
	5. Completed Letters of Acceptance once submitted cannot be revoked by
	shareholders selling in the Public Offer.
	6. CDC account holder shall follow the procedure set forth above, as applicable.
	Additionally, the CDC account holders must transfer these shares to the
	designated CDC Account of Manager to the Offer while physical shareholders must
	send their physical shares along with duly verified transfer deed(s) from the
	existing Share Registrar of BankIslami Pakistan Limited i.e. CDC Share Registrar
	Services Limited and all the requisite documents mentioned below.

Information for shareholder holding shares in CDC:

1. Shares Transfer from CDC Participant Account: Investors maintaining CDC Sub Accounts with participants shall request the concerned participant to transfer shares to CDC account Participant ID: 12484 of the

		Manager (Next Capital Limited) by or before 5:00 p.m. on Monday,
		August 21, 2023. The participant should clearly mention the name of the
		account holder in the remarks column of the CDC shares transfer
		transaction.
	ii.	Shares Transfer from CDC Investor Account: Investor maintaining CDC
		Investor account shall deposit shares transfer slips to CDC Investor
		Account Services and send the Manager (Next Capital Limited) by or
		before 5:00 p.m. on Monday, August 21, 2023, a copy of the CDC investor
		account slip along with the Acceptance Form.
	Information for shareholders holding Physical Shares:
	i.	Shareholders with physical share certificate(s) are requested to provide
		the physical share certificate(s) along with duly verified transferred
		deed(s). Transfer deed(s) must be verified from the existing Share
		Registrar of BankIslami Pakistan Limited i.e. CDC Share Registrar
		Services Limited
	Copies of the Letter of Acceptance shall also be available at the registered office of
	Next Capital Limited (2nd Floor Imperial Court Building (New Block), Dr. Ziauddin
	Ahmed	Road,	Karachi,	Pakistan)	and	on	its	website	i.e.
	https://www.nextcapital.com.pk/
Type of Shares	The Public Offer is valid for all shareholders whether they are holding physical shares
	in form of share certificate or book-entry securities in the Central Depository System
	of the Central Depository Company of Pakistan Limited ("CDC")
Key Notes		• In the event, the number of shares in acceptance of this Offer exceed
		275,891,286 shares, the Acquirer shall, in consultation with the
		Manager to the Offer, accept the public offer or offers received from
		the shareholders on a proportional basis as prescribed by clause
		112(2) of the Act provided that the minimum number of shares
		acquired by a single shareholder shall be 500 shares or, if the holding
		of a shareholder is less than 500 shares, the entire holding of that
		shareholder will be accepted, and the excess surrendered shares for
		each shareholder shall be returned / re-transferred (as the case may
		be) to the relevant shareholder

• Shares successfully tendered in the manner described above will be acquired by the Acquirers free from all liens, charges and encumbrances and with all rights attaching to and / or deriving from them, including the right to receive all dividends, any other distributions declared, made or paid and / or any entitlement to subscribe for or receive any securities resolved by the Target Company to be issued to the members of the Target Company pro rata to their holdings of shares or otherwise
• The Public Offer and the obligation of the Acquirer to accept the shareholders' tender of their shares and payment of the Offer Price is subject to the following conditions:
• The Securities and Exchange Commission of Pakistan or any other regulatory body having no objections to any of the provisions of the Public Offer;
• The payment for shares does not contravene any section of the Foreign Exchange Regulation Act, 1947 and the Foreign Exchange Manual of the State Bank of Pakistan.