Unity Foods : Material Information

Public announcement of public offer to acquire up to 277,070,908 shares (constituting 23.20% of the

shareholding interest) and joint control of Unity Foods Limited (the "Target Company") By

1. Wilmar Pakistan Holdings Pte. Ltd.;
2. Unity Wilmar Agro (Private) Limited;
3. Mr. Muhammad Farrukh; and
4. Ms. Fehmida Amin

(collectively the "Acquirers") Under Securities Act, 2015 And

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

DISCLAIMER

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DOCUMENT OF PUBLIC OFFER WITH THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN (THE "COMMISSION") SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY THE COMMISSION. THIS DOCUMENT HAS BEEN SUBMITTED TO THE COMMISSION FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE LAW/REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF UNITY FOODS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE PUBLIC OFFER. THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DOCUMENT. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DOCUMENT. THE MANAGER TO THE OFFER, ARIF HABIB LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. FOR THIS PURPOSE, THE MANAGER TO THE OFFER HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 17 APRIL, 2024 TO THE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT, 2015 ("ACT").

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PART A

Brief description of the acquisition: -

1. Wilmar Pakistan Holdings Pte. Ltd.

Acquisition through	Number of shares	Percentage	Price per Share
Agreement(s)	N/A	N/A	N/A
Public Offer	218,886,017 shares	18.33%	PKR 24.89

1. Unity Wilmar Agro (Private) Limited

Acquisition through	Number of shares	Percentage	Price per Share
Agreement(s)	N/A	N/A	N/A
Public Offer	2,770,709 shares	0.23%	PKR 24.89

1. Mr. Muhammad Farrukh

Acquisition through	Number of shares	Percentage	Price per Share
Agreement(s)	N/A	N/A	N/A
Public Offer	52,643,473 shares	4.41%	PKR 24.89

1. Ms. Fehmida Amin

Acquisition through	Number of shares	Percentage	Price per Share
Agreement(s)	N/A	N/A	N/A
Public Offer	2,770,709 shares	0.23%	PKR 24.89
Total:
Acquisition through	Number of shares	Percentage	Price per Share
Agreement(s)	N/A	N/A	N/A
Public Offer	277,070,908 shares	23.20%	PKR 24.89

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PART B

1. THE ACQUIRERS

Name and registered address of the Acquirers Following are the names and registered addresses of the Acquirers:
and persons deemed to be acting in concert	(i)	Wilmar Pakistan Holdings Pte. Ltd.
	(ii)	Unity Wilmar Agro (Private) Limited
	(iii)	Mr. Muhammad Farrukh
	(iv)	Ms. Fehmida Amin
	Name		Address	CNIC Number
	Wilmar Pakistan	28 Biopolis	N/A
	Holdings Pte. Ltd.	Road, Wilmar
			International,
			Singapore
			138568
	Unity Wilmar	Unity Tower,	N/A
	Agro (Private)	8C, Block 6,
	Limited		PECHS,
			Shahreh e
			Faisal, Karachi,
			Pakistan
	Mr. Muhammad	House no.	42201-9556701-7
	Farrukh		115/2 Street
			29, Khayaban-
			e-Muhafiz,
			Phase 6, DHA,
			Karachi,
			Pakistan
	Ms. Fehmida	House no. R-	42201- 8315962-2
	Amin		92, Khayaban
			e Rizwan DHA,
			Phase VII,
			Karachi,
			Pakistan

Following are the names and addresses of the persons deemed to be acting in concert:

	Name	Address	CNIC Number
	Mr. Safdar Sajjad	House no. C-4,	42201-8118026-1
	(deemed to be	Gulshan-e-
	acting in concert	Iqbal, Block-6,
	with Unity Wilmar	Karachi,
	Agro (Private)	Pakistan
	Limited in his
	capacity as a
	director of the
	company)
	Mrs. Hina Safdar	House no. C-4,	42201-9022233-0
	(deemed to be	Gulshan-e-
	acting in concert	Iqbal, Block-6,
	with Mr.

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		Muhammad	Karachi,
		Farrukh in her	Pakistan
		capacity as a
		sister of Mr.
		Muhammad
		Farrukh)
Date and jurisdiction of incorporation		i)	Date of incorporation:
		Name of Acquirers			Date of incorporation
		Wilmar Pakistan Holdings Pte. Ltd.	30 January 1997
		Unity Wilmar Agro (Private) Limited	6 September 2017
		ii)	Jurisdiction of incorporation:
		Name of Acquirers			Jurisdiction of
						incorporation
		Wilmar Pakistan Holdings Pte. Ltd.	Singapore
		Unity Wilmar Agro (Private) Limited	Karachi, Pakistan
Authorized and issued share capital		Authorized and Issued/Paid up Share Capital:
		Name of Acquirers		Authorized Capital	Paid up Capital
		Wilmar Pakistan		N/A		USD 5,376,984.18
		Holdings Pte. Ltd.
		Unity Wilmar Agro		PKR 2,300,000,000	PKR 2,287,342,500
		(Private) Limited
If there is more than one Acquirer, their		Wilmar Pakistan Holdings Pte. Ltd. owns a 52% shareholding interest in
relationship		Unity Wilmar Agro (Private) Limited. The remaining 48% shareholding
		interest is owned by Unity Enterprises (Private) Limited.
		Mr. Muhammad Farrukh owns a 25% shareholding interest in Unity
		Enterprises (Private) Limited and is the chief executive officer of the
		company. Mr. Farrukh is also the chief executive officer of the Target
		Company.
		Ms. Fehmida Amin is the mother of Mr. Muhammad Farrukh. She owns
		a 41.68% shareholding interest in Unity Enterprises (Private) Limited.

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Total number of voting shares of the Target Company already held by the Acquirers and the persons acting in concert

1. Which the acquirer owns or over which it has control or direction

Name	No of shares held	% of shares held
Wilmar Pakistan
Holdings Pte. Ltd.	259,535,950	21.74%*
("WPH")
Unity Wilmar Agro
(Private) Limited	166,153,085	13.92%*
("UWA")
Mr. Muhammad
Farrukh ("Farrukh")	120,855,029	10.12%*
Ms. Fehmida Amin
("Fehmida")	93,364,120	7.82%*
Total	639,908,184	53.59%

*WPH has a direct shareholding interest of 21.74% and an indirect shareholding interest of 7.23% (through its 52% stake in UWA) in the Target Company.

*Farrukh has a direct shareholding interest of 10.12% and an indirect shareholding interest of 1.67% (through his indirect stake in UWA) in the Target Company.

*Fehmida has a direct shareholding interest of 7.82% and an indirect shareholding interest of 2.79% (through her indirect stake in UWA) in the Target Company.

1. Which is owned or controlled by persons deemed to be acting in concert with the Acquirers

Name	No of shares held	% of shares held
Mr. Safdar Sajjad	85,825,221	7.19%*
Mrs. Hina Safdar	24,258,979	2.03%
Total	110,084,200	9.22%

• Safdar has a direct shareholding interest of 7.19% and an indirect shareholding interest of 2.23% (through his indirect stake in UWA) in the Target Company.

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Number of shares issued since the end of the		Details are as follows:
last financial year of the Acquirers (in case of
company)
Name	Number of shares issued
			since the end of the last
			financial year of the
			Acquirers
		Wilmar Pakistan Holdings Pte. Ltd.	4,506,766
		Unity Wilmar Agro (Private) Limited	228,734,250
Details of re-organization of the Acquirers
during the last two financial years preceding		i. Wilmar Pakistan Holdings Pte. Ltd.
the Public Announcement of Public Offer		No change of shareholders or shareholding interest in the company
		during the last 2 years before Public Announcement of Public Offer
		ii. Unity Wilmar Agro (Private) Limited
		No change of shareholders or shareholding interest in the company
		during the last 2 years before Public Announcement of Public Offer
		iii. Mr. Muhammad Farrukh
		Not applicable
		iv. Ms. Fehmida Amin
		Not applicable
Details of any bank overdrafts or loans, or		i. Wilmar Pakistan Holdings Pte. Ltd.
other similar indebtedness, mortgages,		None
charges or other material contingent
liabilities of the Acquirers and subsidiaries if		ii. Unity Wilmar Agro (Private) Limited
any and if there are no such liabilities a		None
statement to that effect
		iii. Mr. Muhammad Farrukh
		None
		iv. Ms. Fehmida Amin
		None
Financial Advisors to the Acquirers		N/A
Brief history and major areas of operation of		Following is the brief history and major areas of operations of the
the Acquirers (in case of the Acquirers being		Acquirers (In case of company):
a company)
		i. Wilmar Pakistan Holdings Pte. Ltd.
Principal areas of business of the Acquirers		Wilmar Pakistan Holdings Pte. Ltd. was incorporated in Singapore on 30
and relevant experience (in case of the		January 1997 and is a wholly owned subsidiary of Wilmar International
Acquirers being an individual)		Limited ("WIL"), a company listed on the Singapore Exchange. The
		business activities of WIL and its group companies ("Wilmar Group")
		include oil palm cultivation, oilseed crushing, edible oils refining, flour
		and rice milling, sugar milling and refining, manufacturing of consumer
		products, ready-to-eat meals, central kitchen products, specialty fats,
		oleochemicals, biodiesel and fertilizers as well as food park operations.
		Wilmar Group has over 1,000 manufacturing plants and an extensive
		distribution network covering China, India, Indonesia and some 50

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other countries and regions. Through scale, integration and the logistical advantages of its business model, Wilmar Group can extract margins at every step of the value chain, thereby reaping operational synergies and cost efficiencies. Supported by a multinational workforce of about 100,000 people, Wilmar Group embraces sustainability in its global operations, supply chain and communities.

ii. Unity Wilmar Agro (Private) Limited

Unity Wilmar Agro (Private) Limited is principally involved in multi crop oil seed crushing and processing in Pakistan and buys, sells, prepares for market and deals in all products related to semi-refined oil, refined edible cooking oil and meals.

Following are the principal areas of business of the Acquirers and relevant experience (in case of individual):

i. Mr. Muhammad Farrukh

Mr. Muhammad Farrukh is the Chief Executive Officer of the Target Company, Unity Wilmar Agro (Private) Limited, Unity Enterprises (Private) Limited and Sunridge Foods (Pvt.) Ltd. His career spans nearly two decades, encompassing various facets of the Fast-Moving Consumer Goods sector, both nationally and internationally. His expertise extends to the processing and trading of food products, agro- based commodities, and animal feeds, involving the sourcing of goods from diverse global origins and their distribution to destinations worldwide.

ii. Ms. Fehmida Amin

Ms. Fehmida Amin has vast business experience spanning over approximately 15 years in commodities trading and investments.

Name and addresses of sponsors or persons Following are the sponsors/ persons having control over the Acquirers: having control over the Acquirers

i. Wilmar Pakistan Holdings Pte. Ltd. Wilmar International Limited

Address: 28 Biopolis Road, Wilmar International, Singapore 138568

ii. Unity Wilmar Agro (Private) Limited Wilmar International Limited*

(* Wilmar International Limited owns 100% shareholding interest in Wilmar Pakistan Holdings Pte. Ltd., which in turn owns 52% shareholding interest in Unity Wilmar Agro (Private) Limited. The remaining 48% shareholding interest in Unity Wilmar Agro (Private) Limited is owned by Unity Enterprises (Private) Limited.

Address: 28 Biopolis Road, Wilmar International, Singapore 138568

iii. Mr. Muhammad Farrukh N/A

iv. Ms. Fehmida Amin

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