ADVICE FOR INVESTORS THE SHARES ARE BEING OFFERED TO THE PUBLIC THROUGH THIS PROSPECTUS ARE NOT OFFERED UNDER THE REAL ESTATE INVESTMENT TRUSTS REGULATIONS, 2015 (REITS REGULATIONS), THEREFORE, THE INVESTORS MUST NOTE THAT THE SHAREHOLDERS SHALL NOT HAVE THE SAFEGUARDS ENVISIONED IN THE REITS REGULATIONS FOR UNITHOLDERS INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 5.7 BEFORE MAKING ANY INVESTMENT DECISION. SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBTIED AND SUCH APPLICATIONS’ MONEY MAY BE FOREFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015. UNDER REGULATION 10(v) OF THE BOOK BUILDING REGULATIONS A SINGLE INVESTOR SHALL NOT SUBMIT MORE THAN ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION. SUBMISSIONS OF CONSOLIDATED BIDS ARE PROHIBITED UNDER REGULATION 10 OF THE BOOK BUILDING REGULATIONS 2015. VIOLATION OF WHICH MAY ATTRACT PENALTY UP TO PKR 10 MILLION UNDER REGULATION 27 THEREOF. A BID APPLICATION WHICH IS BENEFICIALLY OWNED (FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID.

TPL PROPERTIES LIMITED PROSPECTUS THIS ISSUE CONSISTS OF 55,750,000 ORDINARY SHARES (26.80% OF THE POST ISSUE PAID UP CAPITAL OF TPL PROPERTIES LIMITED) OF FACE VALUE OF PKR 10.00/- EACH AT A FLOOR PRICE OF PKR 12.50/- (INCLUDING A PREMIUM OF PKR 2.50/- PER SHARE) THIS OFFER IS BEING MADE THROUGH BOOK BUILDING ONLY TO INSTITUTIIONAL INVESTORS AND HIGH–NETWORTH INVESTORS REGISTRATION DATES: FROM 9:00AM TO 2:00 PM FROM JUNE 17, 2016 TO JUNE 22, 2016 AND FROM 9:00AM TO 12:00 NOON ON JUNE 23, 2016 BIDDING PERIOD DATES: FROM JUNE 22, 2016 TO JUNE 23, 2016 (BOTH DAYS INCLUSIVE) FROM 9:00AM TO 2:00PM

LEAD MANAGER, ARRANGER & BOOK RUNNER

CO-ARRANGER

BOOK BUILDING PORTION UNDERWRITTEN BY: For investor education please visit www.jamapunji.pk Jama Punji is an Investor Education Initiative of the Securities & Exchange Commission of Pakistan

BANKER TO THE ISSUE Summit Bank Limited The date of publication of this Prospectus is June 15, 2016 Prospectus and Bidding Form can be downloaded from the following websites i.e. http://tpl-property.com & http://www.arifhabibltd.com

For further queries and complaints you may contact: TPL Properties Limited - Mr. Ali Asgher; Phone: +92-21-34390300 Ext: 50000; E-mail: [email protected] Arif Habib Limited - Mr. Abdul Qadir; Phone: +92-21-111-245-111 Ext: 279; E-mail: [email protected]

Prospectus – TPL Properties Limited

GLOSSARY OF TECHNICAL TERMS AAA ACT AHL AKDS BR BVPS CAGR CBD CDA CDC / CDCPL CDC Regulations CDS CNIC Collection Bank Commission / SECP CRO CVT EPS Exchange FED FPI GDP GoP IPO Issuer / Company / TPLPL IFC ITO PSX LM M&B Mn NFPA NICOP NOC Ordinance PKR or Rs. Project RFID ROA ROE SCRA SECP / Commission

AAA Partnership (Pvt.) Limited Securities Act, 2015 Arif Habib Limited AKD Securities Limited Book Runner Book Value Per Share Compound Annual Growth Rate Central Business District Central Depository Act, 1997 Central Depository Company of Pakistan Limited Central Depository Company of Pakistan Limited Regulations Central Depository System Computerized National Identity Card Summit Bank Limited Securities and Exchange Commission of Pakistan Company Registration Office Capital Value Tax Earnings Per Share Pakistan Stock Exchange Limited Federal Excise Duty Foreign Portfolio Investment Gross Domestic Product Government of Pakistan Initial Public Offering TPL Properties Limited International Finance Corporation Income Tax Ordinance, 2001 Pakistan Stock Exchange Limited (Formerly Karachi Stock Exchange Limited) Lead Manager Mushtaq and Bilal Million National Fire Protection Association National Identity Card for Overseas Pakistani No Objection Certificate Companies Ordinance, 1984 Pakistan Rupee(s) Centrepoint Radio Frequency Identification Return on Assets Return on Equity Special Convertible Rupee Account Securities and Exchange Commission of Pakistan 2

Prospectus – TPL Properties Limited

SMC SST TDIL TME TPLHL TPLTL TREC UIN WHT

S Mehboob and Company Sindh Sales Tax Trakker Direct Insurance Limited Trakker Middle East TPL Holdings (Pvt.) Ltd TPL Trakker Limited Trading Right Entitlement Certificate Unique Identification Number Withholding Tax

3

Prospectus – TPL Properties Limited

DEFINITIONS Application Money

In case of bidding for shares out of the Book Building portion, the total amount of money payable by a successful Bidder which is equivalent to the product of the Strike Price and the number of shares to be allocated AND In case of application for subscription of shares out of the Retail portion, the amount of money paid along with application for subscription of shares which is equivalent to the product of the Issue Price per share and the number of shares applied for

Banker to the Book Building

Summit Bank Limited

Bid

An indication to make an offer during the Bidding Period by a Bidder to subscribe to the Ordinary Shares of TPL Properties Limited at or above the Floor Price, including all revision thereto. An Eligible Investor shall not make a bid with price variation of more than 20% of the prevailing indicative Strike Price. Please refer to Para 2.17 for details

Bid Price

The price at which bid is made for a specified number of shares

Bidder

Any eligible prospective investor who makes a Bid for shares in the Book Building process

Bid Amount

The total amount of the bid which is equivalent to the product of the bid price and the number of shares bid for

Bid Collection Center

Designated offices of the Book Runner specified branches of any of the Scheduled Bank and offices of any other institutions specified by the Commission where bids are received and processed subject to appointment of these institutions as agent by the Book Runner through an agreement in writing for the purpose, with the consent of the Issuer. For this Issue, addresses of the Bid Collection Centers are provided in para 2.4 a (xv)

Bid Revision

The Eligible Investors can revise their bids upward and downward but not below the Floor Price. The bids can be revised with a price variation of not more than 20% from the prevailing indicative Strike Price in compliance with clause 10(1)(iii) of the Book Building Regulations, 2015

4

Prospectus – TPL Properties Limited

Bidding Form

The form prepared by the Issuer for the purpose of making bids in accordance with the format specified by the Commission and in line with the Regulation 20(1)(ix) of the Regulations.

Bidding Period

The period during which bids for subscription of shares are received from Eligible Investors. The Bidding period shall be of two days, from June 22, 2016 to from June 23, 2016 (daily from 9:00 am to 2:00 pm)

Book Building

A process undertaken to elicit demand for shares offered for issuance of shares through which bids are collected from the Bidders and a book is built which depicts demand for the shares at different price levels.

Book Building Account

An account opened by the Issuer with the Collection Bank(s). The Bidder will pay the Margin Money / Bid Amount through demand draft, pay order or online transfer in favor of this account as per the instructions given in paragraph 2.10 and the balance of the Application Money, if any, shall be paid through this account after successful allocation of shares under Book Building

Book Building Portion

The part of the total Issue allocated for subscription through Book Building

Book Runner

Arif Habib Limited

Commission

Securities and Exchange Commission of Pakistan

Company / Issuer

TPL Properties Limited

Co-Arranger

AKD Securities Limited

Company Legal Advisor

Mohsin Tayebaly & Co.

Designated Institution

Pakistan Stock Exchange Limited will act as the Designated Institution for this Issue and shall provide the System for conducting Book Building

Dutch Auction Method

The method through which the Strike Price is determined. Under this method, all the bids are arranged in descending order along with the number of shares bid for at each price level and the cumulative number of shares bid for. The Strike Price is determined by lowering the price to the extent that the total shares the Issuer intends to issue through the Book Building process are subscribed

Eligible Investors

A High Net-worth Individual Investors and Institutional Investors can only bid for a minimum of 100,000 shares 5

Prospectus – TPL Properties Limited

which translates into PKR 1,250,000 (Rupees One Million Two Hundred and Fifty Thousand only) at the floor price of PKR 12.50/share Floor Price

The minimum price set by the Issuer for the Issue of shares which is PKR 12.50/- per share. A bid placed below the Floor Price will not be entertained by the Book Runner

Institutional Investors

Institutional Investors means any of the following entities: (i) A Banking company as defined in the Banking Companies Ordinance, 1962 (ii) A Financial Institution as referred to in Section 3A of the Banking Companies Ordinance, 1962 (iii) An Investment Finance Company as defined in the Non-Banking Companies (Establishment and Regulation) Rules, 2003 (iv) A Company as referred to in Section 503 of the Ordinance (v) A registered broker (vi) A Fund established under the Collective Investment Scheme under the Non-Banking Companies (Establishment and Regulation) Rules, 2003 (vii) A Trust established by a deed under the provisions of the Trust Act, 1882

Issue

Initial Public Offer of 55,750,000 Ordinary Shares representing 26.80% of the total post IPO paid-up capital of the Company having a face value of PKR 10.00/- each This Offer is being made through Book Building only to Institutional Investors and High Net-worth Investors

Key Employees

Chief Executive Officer, Director, Chief Financial Officer and Chief Operating Officer by whatever name called

Lead Manager & Arranger

Arif Habib Limited

Limit Bid

The bid for a specified number of shares at a Limit Price

Limit Price

The maximum price a prospective Bidder is willing to pay for a share under the Book Building process 6

Prospectus – TPL Properties Limited

Margin Money

The partial or total amount, as the case may be, paid by a Bidder at the time of making a bid. The Book Runner shall collect full amount of the bid money as margin money in respect of bids placed by the Individual Investors and not less than twenty five percent (25%) of the bid money as margin money in respect of bids placed by the Institutional Investors

Minimum Bid Size

100,000 (One Hundred Thousand) shares

Ordinary Shares

Ordinary Shares of TPL Properties Limited having face value of PKR 10.00/- each unless otherwise specified in the context thereof

Prospectus

The Prospectus containing all the information and disclosures as required under the Securities Act, 2015, and Book Building Regulations, 2015, approved by the Commission under Section 87(2) of the Securities Act, 2015 read with Section 88(1) thereof and circulated amongst the Eligible Investors for participation in the Book Building process

Registration Form

The form which is to be submitted by the Eligible Investors for registration to participate in the Book Building process. The registration period shall commence three days before the start of the Bidding Period from June 17, 2016 to June 23, 2016 from 9:00 am to 2:00 pm and shall remain open till 12:00 Noon on the last day of the Bidding Period

Regulations

The Book Building Regulations, 2015

Related Employees

Such employees of the Issuer and the Book Runner, who are directly involved in the Issue. Please refer to paragraph 2.27 for details.

Securities Act

The Securities Act, 2015

Securities Exchange

The Pakistan Stock Exchange Limited

Step Bid

Step Bid means a series of limit bids at increasing prices. In case of a step bid the amount of each step bid will not be less than 100,000 (One Hundred Thousand) shares

Strike Price

The price of share determined / discovered on the basis of Book Building process in the manner provided in the Book Building Regulations, 2015 at which the shares are issued to the successful bidders. The Strike Price will be disseminated after conclusion of Book Building through widely circulated national newspapers and also posted on the websites of the 7

Prospectus – TPL Properties Limited

Pakistan Stock Exchange, Lead Manager, Book Runner and the Issuer System

An online electronic system operated by the Designated Institution for conducting Book Building

Trading Lot

The minimum lot size of TPLPL shares for trading on PSX shall be 100,000 (One Hundred Thousand) shares

Interpretation: Any capitalized term contained in this Prospectus, which is identical to a capitalized term defined herein, shall, unless the context expressly indicates or requires otherwise and to the extent as may be applicable given the context, have the same meaning as the capitalized / defined term provided herein.

8

Prospectus – TPL Properties Limited

TABLE OF CONTENTS PART

Content

Page No.

1.

Approvals and Listing on the Stock Exchange

10

2.

Book Building Procedure

13

3.

Share Capital and Related Matters

32

4.

Underwriting, Commissions, Brokerage and Other Expenses

43

5.

Overview, History and Prospects

45

6.

Financial Information

63

7.

Management

94

8.

Miscellaneous Information

104

9.

Registration Form & Bidding Form of TPL Properties Limited

110

10.

Signatories to the Prospectus

111

11.

Memorandum of Association

112

9

Prospectus – TPL Properties Limited

PART 1 1

APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1

APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the "SECP") under Section 87(2) of the Securities Act, 2015 read with Section 88(1) and Clause 4 (viii) of the Book Building Regulations, 2015 thereof has been obtained by TPL Properties Limited (“TPLPL” or the “Company”) for the issue, circulation and publication of this document (hereinafter referred to as the “Prospectus”). DISCLAIMER: IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, THE SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS PROSPECTUS. SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE ISSUE BEFORE BIDDING / SUBSCRIBING.

1.2

CLEARANCE OF THE PROSPECTUS BY THE PSX The Prospectus has been cleared by the Pakistan Stock Exchange Limited (“PSX”) under regulation 5.5.7 of the PSX Rule Book.



DISCLAIMER: PSX has not evaluated the quality of the Issue and their clearances should not be construed as any commitment of the same. The public / investors should conduct their own independent investigation and analysis regarding the quality of the Issuer before subscribing.



The publication of this document does not represent solicitation by PSX.



The contents of this document do not constitute an invitation by PSX to invest in shares or subscribe for any securities or other financial instrument, nor should it or any part of it form the basis of, or be relied upon in any connection with any contract or commitment whatsoever of PSX.



It is clarified that information in this Prospectus should not be construed as advice on any particular matter by PSX and must not be treated as a substitute for specific advice.



PSX disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and / or mistakes, for decisions and /or actions taken, based on this document.



PSX neither takes responsibility for the correctness of contents of this document nor the ability of the Company to fulfill its obligations thereunder.

10

Prospectus – TPL Properties Limited



1.3

Advice from a suitably qualified professional should always be sought by investors in relation to any particular investment.

LISTING AT PAKISTAN STOCK EXCHANGE LIMITED Application has been made to the PSX for permission to deal in and for quotation of the shares of the Company. If for any reason, the applications for formal listing are not accepted by the Stock Exchange, the Company undertakes to publish immediately in the press a notice to that effect and thereafter to refund application money to the applicants without surcharge as required under the provisions of Section 72 of the Ordinance. In accordance with the provisions of Section 72(2) of the Ordinance, if any such money is not repaid within eight (8) days after the Company becomes liable to repay it, the directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eighth day together with surcharge at the rate of one and a half percent (1.50%) for every month or part thereof from the expiration of the eighth day and, in addition, to a fine not exceeding five thousand rupees and in the case of a continuing offence to a further fine of one hundred rupees for every day after the said eighth day on which the default continues.

11

Prospectus – TPL Properties Limited

1.4

CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE ISSUER We being the Chief Executive Officer and Chief Financial Officer of the Issuer accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that the Prospectus contains all necessary information with regard to the Issuer and the Issue and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been concealed. The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intentions expressed herein are honestly held. There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading.

For and behalf of TPL Properties Limited:

-Sd____________________ Muhammad Ali Jameel Chief Executive Officer

-Sd_____________________ Ali Asgher Chief Financial Officer

12

Prospectus – TPL Properties Limited

PART 2 2

BOOK BUILDING PROCEDURE

2.1

BRIEF ISSUE STRUCTURE The Present Issue The Issuer is issuing 55,750,000 Ordinary shares of face value of PKR 10.00/- each which constitutes 26.80% of the post-IPO paid up capital of the Company. The entire Issue is being made through the Book Building process only at a Floor Price of PKR 12.50/- per share (including a premium of PKR 2.50/- per share).

2.2

BOOK BUILDING PROCEDURE Book Building is a process whereby investors bid for a specific number of shares at various prices. The Issuer, in consultation with the Lead Manager and the Book Runner has set a Floor Price which is the lowest price an investor can bid at. An Order Book of bids from investors is maintained by the Book Runner, which is then used to determine the Strike Price through the “Dutch Auction Method”. Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to the extent that the total number of shares offered under the Book Building process is subscribed. A bid by an Eligible Investor can be a “Limit Bid”, or a “Step Bid”, which are explained below: 

Limit Bid: Limit bid is at the Limit Price, which is the maximum price an investor is willing to pay for a specified number of shares. In such a case, a Bidder explicitly states a price at which he / she / it is willing to subscribe to a specific number of shares. For instance, a Bidder may bid for 2.0 million shares at PKR 13.00/- per share, then total Application Money would amount to PKR 26,000,000/-. The Bid Amount will be PKR 26,000,000/-. Since the Bidder has placed a Limit Bid of PKR 13.00/per share, this indicates that he / she / it is willing to subscribe at or below PKR 13.00/- per share.



Step Bid: A series of Limit Bids at increasing prices. The aggregate shares of Step Bid shall not be less than 100,000 shares and the amount of any individual step shall also not be less than 100,000 shares. Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The Bidders may, for instance, make a bid for 2.0 million shares at PKR 13.00/per share, 1.5 million shares at PKR 13.50/- per share and 1.0 million shares at PKR 14.00/per share then in essence the investor has placed one Step Bid comprising of three Limit Bids at increasing prices. The bid amount will be PKR 60.25 million. In case of Individual Investor, the bid amount will be 100% i.e. PKR 60.25 million whereas in case of Institutional Investor the amount shall be 25% of the bid amount i.e. PKR 15.06 million.

AN ELIGIBLE INVESTOR SHALL NOT MAKE A BID WITH A PRICE VARIATION OF MORE THAN 20% OF THE PREVAILING INDICATIVE STRIKE PRICE. ELIGIBLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY. THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS FULLY OR 13

Prospectus – TPL Properties Limited

PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONES NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID. NO NEW BIDDERS WILL BE REGISTERED INTO THE SYSTEM AFTER 12:00 NOON ON THE LAST DAY OF THE BIDDING PERIOD. HOWEVER, REGISTERED INVESTORS CAN PLACE OR REVISE THEIR BIDS TILL 02:00 PM ON THE LAST DAY OF THE BIDDING PERIOD. NO DOWNWARD REVISION OF BID PRICE OR WITHDRAWL OF BID SHALL BE ALLOWED AFTER 1:00 PM ON THE LAST DAY OF THE BIDDING PERIOD. FOR FURTHER DETAILS, PLEASE SEE PARAGRAPH 2.11 (iii)(f). RELATED EMPLOYEES OF THE ISSUER AND THE BOOK RUNNER CANNOT PARTICIPATE IN THE BIDDING PROCESS. Once the Bidding Period is over and the Book has been built, the Strike Price shall be determined on the basis of Dutch Auction Method by the System. Successful Bidders shall be intimated, within one (1) working day of the closing of the bidding period about the Strike Price and the number of shares provisionally allotted to each of them. The successful institutional Bidders shall, within three (3) working days of the closing of the Bidding Period, deposit the balance amount as consideration against allotment of shares. Where a successful bidder defaults in payment of shares allotted to him / her / it, the Margin Money deposited by such bidder shall be forfeited to the Book Runner under Clause 21(12) of the Regulations. AS PER CLAUSE 21(14) OF THE REGULATIONS, THE SUCCESSFUL BIDDERS SHALL ONLY BE ISSUED SHARES IN THE FORM OF BOOK-ENTRY SECURITIES TO BE CREDITED IN THEIR CDS ACCOUNTS. ALL THE ELIGIBLE INVESTORS SHALL, THEREFORE, PROVIDE THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION. 2.3

BOOK RUNNER Arif Habib Limited (“AHL”) has been appointed by the Issuer as the Book Runner to this Issue. AHL is registered with the Commission as Book Runner in accordance with the Book Building Regulations, 2015.

2.4

ROLE AND FUNCTIONS OF THE BOOK RUNNER a)

The Book Runner to the Issue shall be responsible to:

i.

ensure that necessary infrastructure and electronic system is available to accept bids and to undertake the whole Book Building in a fair, efficient and transparent manner;

ii.

the Book Runner must be financially capable for honoring its commitments arising out of defaults by their client investors, if any;

iii.

collect Margin Money and subscription money from the Bidders in the manner as mentioned in the Book Building Regulations, 2015;

iv.

use the software provided by the Designated Institution for the Book Building on such terms and conditions as may be agreed through an agreement in writing;

v.

ensure that the software used for Book Building is based on Dutch Auction Method for display of the order book and determination of the strike price; 14

Prospectus – TPL Properties Limited

vi.

ensure that the bidders can access the System and can revise their bids electronically using the user ID and the password;

vii.

ensure that it has established not less than two Bid Collection Centers in the city where the securities exchange on which the issuer is to be listed, is located and in all major cities of the country at least in the Federal Capital and all the provincial capitals;

viii.

enter into an underwriting agreement with the Issuer with respect to underwriting of the Book Building portion for covering the default risk;

ix.

maintain record of all the bids received;

x.

ensure that they have obtained list and Unique Identification Numbers of the associated companies and associated undertakings of the Issuer;

xi.

ensure that names and Unique Identification Numbers of all the persons mentioned in the aforementioned Clause (x) are entered and capped at five percent (5%) into the System before commencement of the Bidding Period;

xii.

ensure that no bid in aggregate exceeding five percent (5%) is made by the persons referred in the above clause (xi);

xiii.

ensure that it has obtained names and Unique Identification Numbers of the Related employees of the Issuer and Book Runner and that names and Unique Identification Numbers of all such employees are entered into the system and blocked for participation in the bidding;

xiv.

with the consent in writing of the Issuer, the Book Runner may appoint Sub-Book Runner pursuant to an agreement in writing which shall clearly stipulates the roles and responsibilities of the sub- Book Runners. The prime responsibility for all acts of the subBook Runner shall be on the Book Runner themself;

xv.

the Book Runner has established bid collection centers at the following addresses: Karachi: Contact No.: Mobile No: Direct No.: PABX No.: Fax No.: Email: Postal Address:

Abdul Qadir +92 0331 260 4039 +92 21 3243 3542 +92 21 111 245 111 +92 21 3242 9653 [email protected] Arif Habib Center, 23 MT Khan Road, Karachi

Contact No.: Mobile No: Direct No.: PABX No.: Fax No.: Email: Postal Address:

Ammad Tahir +92 0345 317 1151 +92 021 3677 0144 +92 21 111 511 611 +92 21 3242 9653 [email protected] Naya Nazimabad, Manghopir Road, Karachi 15

Prospectus – TPL Properties Limited

Lahore Contact Officer: Mobile No: Fax No.: Email: Postal Address:

Islamabad Contact Officer: Mobile No: Direct: Fax No: Email: Postal Address:

Tahir Abbas +92 0333 213 7736 +92 021 3242 9653 [email protected] Room # 220, Arif Habib Ltd, LSE Building, Lahore

Rao Amir +92 0311 812 2918 +92 051 280 6286 +92 021 3242 9653 [email protected] Summit Bank Limited, Plot # 109, East E-7/G-7, Islamabad Stock Exchange Branch, Jinnah Avenue, Blue Area, Islamabad

Peshawar: Contact No: Direct No: Mobile No: Fax No: Email: Postal Address:

Arbab Zarak Khan +92 91 226 0373 +92 0333 913 1466 +92 91 226 0375 [email protected] Summit Bank Limited, Fruit Market Branch, Near Fruit Market - GT Road, Peshawar

Contact No: Direct No: Mobile No: Email: Postal Address:

Ahmed Ullah / Rehan Khan +92 081 2230 1091 & 98 +92 0333 783 8415 / +92 0343 665 5255 [email protected] Summit Bank Limited, Plot No 134 & 138, Ward No. 19, Fatima Jinnah Road, Quetta

Quetta:

xvi.

2.5

ensure that all the Bids received by the Bid Collection Centers are entered within the prescribed time into the System for the purpose of Book Building within the prescribed time.

INTEREST OF LEAD MANAGER, ARRANGER AND BOOK RUNNER IN THE ISSUE AND THE ISSUER OTHER THAN THEIR ROLE AS LEAD MANAGER, ARRANGER & BOOK RUNNER The Lead Manager, Arranger and Book Runner is deemed to be interested to the extent of fees payable to them by the Issuer for the services of Lead Manager, Arranger and Book Runner to the Issue. The Lead Manager, Arranger and Book Runner has no other interest in any property or profits of the Company.

2.6

OPENING AND CLOSING OF REGISTRATION PERIOD The Registration period shall be for Five (5) working days i.e. June 17, 2016 to June 22, 2016 from 09:00 AM to 02:00 PM and from 09:00 AM to 12:00 NOON on June 23, 2016. 16

Prospectus – TPL Properties Limited

REGISTRATION PERIOD

2.7

June 17, 2016

9:00AM TO 02:00PM

June 20, 2016

9:00AM TO 02:00PM

June 21, 2016

9:00AM TO 02:00PM

June 22, 2016

9:00AM TO 02:00PM

June 23, 2016

9:00AM TO 12:00NOON

OPENING AND CLOSING OF THE BIDDING PERIOD The Bidding Period shall be for Two (2) working days i.e. June 22, 2016 and June 23, 2016. The bidding will commence at 09:00 am and shall close at 02:00 pm on all days. BIDDING PROCESS STARTS ON BIDDING PROCESS ENDS ON

2.8

JUNE 22, 2016 (09:00 AM TO 02:00 PM) JUNE 23, 2016 (09:00 AM TO 02:00 PM)

ELIGIBILITY TO PARTICIPATE IN BIDDING Eligible Investors who can place their bids in the Book Building process includes local and foreign Individual and Institutional Investors whose Bid Amount is not less than 100,000 shares.

2.9

INFORMATION FOR BIDDERS 

The Prospectus for issue of shares has been duly cleared by PSX and approved by SECP.



The Prospectus, Registration Forms and the Bidding Forms can be obtained from the Registered Office of TPLPL and AHL and the designated bid collection centers. Prospectus, Registration Forms and Bidding Forms can also be downloaded from the following websites of the Book Runner and the Company i.e. http://tpl-property.com & http://www.arifhabibltd.com



Eligible investors who are interested in subscribing to the Ordinary shares should approach the Book Runner at the addresses provided in paragraph 2.4 for Registration and submitting their Bids.



THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES PROVIDED IN PARAGRAPH 2.4. FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE REFER PARA 2.10.



THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH REPRESENTATIVE OR THROUGH FAX ON THE ADDRESSES AND NUMBERS GIVEN IN PARAGRAPH 2.4.



REGISTERED INVESTORS CAN PLACE, REVISE OR WITHDRAW THEIR BIDS BY ACCESSING THE DESIGNATED INSTITUTION ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID AND PASSWORD COMMUNICACTED TO THEM VIA EMAIL BY THE DESIGNATED INSTITUTION.

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Prospectus – TPL Properties Limited

2.10



EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER / DEMAND DRAFT ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER / DEMAND DRAFT SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH EACH ADDITIONAL PAYMENT FORM.



ELIGIBLE INVESTORS WHO ARE ACCOUNTHOLDERS OF SUMMIT BANK LIMITED CAN USE THE ONLINE TRANSFER FACILITY TO TRANSFER THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT SUMMIT BANK LIMITED. PLEASE NOTE THAT CASH MUST NOT BE DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE DESIGNATED BANK ACCOUNT OF THE ISSUER.

REGISTARTION FORM AND PROCEDURE FOR REGISTRATION a)

Standardized Registration Form has been prescribed by the Issuer. Duly filled in standard Registration Form shall be submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph 2.4. The Registration Form shall be dated and time stamped at the bid collection centers at the time of collection of the same from the Bidders. The Registration Form shall be assigned a system generate serial number at the bid collection centers after registering the bidder in the system.

b)

Upon submission of the Registration Form, the bidders are deemed to have authorized the Issuer to make necessary changes in the Prospectus as would be required for finalizing and publishing the Supplement to the Prospectus in the newspapers in which Prospectus was published and filing the Supplement with the PSX and the SECP, without prior or subsequent notice of such changes to the bidders.

c)

The registration procedure under the Book Building process is outlined below: i.

The Registration period shall be for Five (5) working days i.e. June 17, 2016 to June 22, 2016 from 09:00 AM to 02:00 PM and from 09:00 AM to 12:00 NOON on June 23, 2016.

ii.

Duly filled in standard Registration Form shall be submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph 2.4.

iii.

Upon registration of the bidders in the System, the Designated Institution shall assign and communicate User ID and password to the bidders via email on the email address provided by them in the Registration Form.

iv.

The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its associates.

v.

Bid money / margin money shall be deposited along with the Registration Form through demand draft, pay order and online transfer. In case of Online Transfer, the bidders are requested to submit a bank receipt evidencing transfer of the bid money into the Issuer’s designated bank account. Please note that cash must not be deposited either directly or through online transfer in the Issuer’s designated bank account.

vi.

The pay order shall be made in favor of “IPO of TPL Properties Limited – Book Building Account”. For online transfer the payment shall be made into A/C 01-02-0218

Prospectus – TPL Properties Limited

20311-714-174854 being maintained in Summit Bank Limited Clifton Branch with the Account Title “IPO of TPL Properties Limited – Book Building Account”. Please note that online transfer facility shall only be allowed to Summit Bank Limited customers. vii. Please note that third party instruments will not be accepted for margin money. viii. In case of intra city payment instruments, the bidders shall ensure that the payment instruments are made “Payable at any Branch”. Intra city payment instruments that are not made “Payable at any Branch” will not be accepted. ix.

The Book Runner shall collect an amount of 100% of the application money as bid money in respect of bids placed by Individual Investors.

x.

The Book Runner shall collect an amount of not less than 25% of the application money as margin money in respect of bids placed by Institutional Investors.

xi.

The Bidder shall provide a valid email address in the Registration Form so that the relevant ID and password can be emailed to them upon registration.

xii. The Bidders can use the User ID and password to directly place, revise or withdraw their bids online. xiii. The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the bid application and Registration form. 2.11

PROCEDURE FOR BIDDING i.

Standardized Bidding Form has been prescribed by the Issuer in accordance with the format and content specified by the Commission.

ii.

Registered Investors can submit their bids in person or through representatives at the Bid collection centers during the bidding dates or can place their bids online at https://bkb.psx.com.pk using the user ID and password received by them over email upon registration with the Book Runner.

iii.

The bidding procedure under the Book Building process is outlined below: a)

Bids can be placed at “Limit Price” or “Step Bid”. An Eligible Investor shall not place a bid provided that the minimum size of a limit bid shall not be less than 100,000 (one Hundred Thousand) shares and in case of a Step Bid, the amount of any step shall not be less than 100,000 (One Hundred Thousand) shares.

b)

In addition to the procedure provided in Regulation 13(2) of the Book Building Regulations, 2015, the investors may place their bids through any of the Bid Collection Centers;

c)

The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications that are duly filled in;

d)

On receipt of bid application in accordance with clause (c), the Book Runner shall enter Bid into the System and the bidder shall be issued an electronic receipt in the 19

Prospectus – TPL Properties Limited

form of email generated by the System bearing name of the Book Runner, name of the bidding center, date and time; e)

The bidding shall commence from 09:00 am and close at 02:00 pm on all days of the Bidding Period. The bids shall be collected and entered into the system by the BookRunner till 02:00 pm on the last day of the bidding period; and

f)

The registered investors shall have the right: i.

to withdraw their bids till 01:00 pm on last day of the bidding period either manually through the Bid Collection Centers by submitting a written request or electronically through direct access to the system. No withdrawal shall be allowed after 01:00 pm on last day of the bidding period; and

ii.

subject to the provision of regulation No. 20(3)(2)(iv), to revise their bids any time either manually through the Bid Collection Centers by submitting a bid revision form or electronically through direct access to the system till 02:00 pm on the last day of the Bidding Period. No downward revision shall be allowed after 01:00 pm on last day of the bidding period.

g)

The Book Runner may on its own discretion accept bid without margin money provided Book Building Portion is fully underwritten at least at the Floor Price by the Book Runner.

h)

The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such bidder. Decision of the Book Runner shall not be challengeable by the bidder or its associates.

i)

The Designated Institution shall through the System display live throughout the bidding period an order book in descending order showing demand for shares at various prices and the accumulated number of shares bid for along with percentage of the total shares offered. The order book should also show the revised bids and the bids withdrawn. The order book shall be accessible through websites of the Designated Institution, Book Runner, securities exchanges, clearing house and the central depository.

j)

At the close of the bidding period, Strike Price shall be determined on the basis of Dutch Auction Method by the System.

k)

Once the Strike Price is determined all those bidders whose bids are found successful shall become entitled for allotment of shares.

l)

The bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price and the differential shall be refunded.

m) The bidders who have made bids at the Strike Price shall be allotted shares in accordance with Regulation 7(2) of the Regulations. n)

The bidders who have made bids below the Strike Price shall not qualify for allotment of shares and their margin money shall be refunded within five working days of the close of the bidding period.

o)

Successful bidders shall be intimated, within one working day of the closing of the bidding period, the Strike Price and the number of shares provisionally allotted to 20

Prospectus – TPL Properties Limited

each of them. The successful institutional bidders shall, within three (3) working days of the closing of the bidding period, deposit the balance amount as consideration against allotment of shares. Where a successful bidder defaults in payment of shares allotted to it, the margin money deposited by such bidder shall be forfeited to the Book Runner and the Book Runner shall deposit the defaulted amount by the Bidder pursuant to the Underwriting Agreement entered between the Book Runner and the Issuer; p)

Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription money from the successful bidders, however, shares to such bidders shall be credited at the time of credit and dispatch of shares out of the Retail Portion.

q)

The successful bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the bidders shall, therefore, provide their CDC account numbers in the bid application.

r)

The Designated Institution shall continue to display on its website, the data pertaining to the Book Building and determination of the Strike Price for a period of at least three working days after closure of the bidding period.

s)

The Book Runner shall ensure that subscription money received against the bids accepted shall not be released to the Issuer by the Banker to the Book Building Portion until: a) credit of all shares allocated under the Book building process; and b) issuance of NOC by the Pakistan Stock Exchange.

t)

In case the Bids received are sufficient to allot the total number of shares issued under the Book Building Portion, the allotment shall be made on the basis of highest bid priority i.e. the bid made at the highest price shall be considered first for allotment of shares.

u)

In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis.

2.12

RESTRICTIONS

i. Restriction on Related Employees Related employees are not allowed to participate in the bidding for shares. These include the employees of the Issuer and the Book Runner who are directly involved in the Issue. Please refer to para 2.27 (ii) for list of related employees. ii.

Restriction on Eligible Investors: An Eligible Investor shall not make: a) bid below the floor price; b) a bid for more than 10% of the shares allocated under the Book Building portion; c) a bid with price variation of more than 20% of the prevailing indicative Strike Price, subject to the provision of clause (a) above; d) a consolidated bid; and / or e) more than one bid neither severally nor jointly. 21

Prospectus – TPL Properties Limited

iii.

Bids from associated companies and associated undertakings of the Issuer, shall not be accepted for shares in excess of five percent (5.00%), in aggregate, of the Book Building portion.

iv.

To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall obtain from the Issuer, list of associated companies and associated undertakings of the Issuer before commencement of the Bidding Period along with their respective Unique Identification Numbers, to be entered and capped at five percent (5.00%) cumulatively in the Book Building system before commencement of the Bidding Period. The Book Runner shall make sure that the said list has been provided to the Designated Institution for entry and capping in the Book Building system and to the employees deployed at the Bid Collection Centers for collection and entry of bids thereof in the system.

2.13 BANK ACCOUNT FOR BOOK BUILDING The Issuer has opened bank account for collection of Book Building proceeds. The Bidders shall draw demand draft or pay order in favor of “IPO of TPL Properties Limited – Book Building Account” which has been opened at Summit Bank Limited (“Collection Bank”). The Collection Bank shall keep and maintain the bid money in the said account. The bid money of the successful bids shall remain in the respective IPO accounts specifically opened for this purpose till completion of the IPO and issuance of NOC by the Pakistan Stock Exchange. 2.14

PAYMENT INTO THE BOOK BUILDING ACCOUNT The Bidders shall draw a demand draft, pay order favoring “IPO of TPL Properties Limited – Book Building Account” or Online Transfer of the bid money into the respective IPO account of the Issuer A/C No 01-02-02-20311-714-174854 and submit the demand draft, pay order or bank receipt at the designated bid collection center either in person or through facsimile along with a duly filled in Registration Form. For online transfer the payment shall be made into A/C 01-02-02-20311-714-174854 being maintained at Summit Bank Limited Clifton Branch with the Account Title IPO of TPL Properties Limited – Book Building Account. Please note that online transfer facility shall only be allowed for Summit Bank Limited customers. CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM/REGISTRATION FORM AT THE BID COLLECTION CENTER NOR DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE ISSUER’S DEISGNATED BANK ACCOUNT. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRANSFER DRAWN / TRANSFER IN FAVOR OF “IPO OF TPL PROPERTIES LIMITED – BOOK BUILDING ACCOUNT” IN A MANNER ACCEPTABLE TO THE BOOK RUNNER. Since the investors can bid for shares through “limit price”, or a “step bid” therefore payment procedure is explained below for all these methods: a)

PAYMENT FOR LIMIT PRICES If investors are placing their bids through “Limit Price” then they shall deposit the margin money based on the number of shares they are bidding for at their stated bid price. For instance, if an investor is applying for 5 million shares at a price of PKR 12.5 per share, then the total application money would amount to PKR 62.5 million. In such a case, (i) 22

Prospectus – TPL Properties Limited

Individual Investors shall deposit PKR 62.5 million in the Book Building account as the bid amount which is 100% of PKR 62.5 million; and (ii) Institutional Investors shall deposit at least PKR 15.62 million in the Book Building account as the margin money which is 25% of PKR 62.5 million. b)

PAYMENT FOR STEP BIDS If an investor is placing a “step bid”, which is a series of limit bids at increasing prices, then he / she / it shall deposit the margin money / bid money based on the total number of shares he / she / it are bidding for at his / her / its stated bid prices. For instance, if the investor bids for 0.5 million shares at PKR 12.50 per share, 0.4 million shares at PKR 13.00 per share and 0.3 million shares at PKR 13.50 per share, then in essence the investor has placed one “step bid” comprising three limit bids at increasing prices. The application money would amount to PKR 15.50 million, which is the sum of the products of the number of shares bid for and the bid price of each limit bid. In such a case, (i) Individual Investors shall deposit PKR 15.50 million in the Book Building Account as bid amount which is 100% of PKR 15.50 million and (ii) Institutional Investors shall deposit at least PKR 3.875 million in the Book Building Account as margin money which is 25% of PKR 15.50 million.

2.15

PAYMENT BY FOREIGN INVESTORS Foreign investors may subscribe using their Special Convertible Rupee Accounts (SCRA), as set out under Chapter 20 of the State Bank of Pakistan’s Foreign Exchange Manual 2002. Under section 7(i) of Chapter 20, Companies issuing shares out of the new public offers on repatriable basis as permitted under sub para (B)(I) of paragraph 6 may open foreign currency collection accounts with Banks abroad or in Pakistan for receiving the subscription in foreign currency. This may also allow refunds from these accounts to unsuccessful applicants. Foreign investors do not require any regulatory approvals to invest in the shares being offered by the Company. Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There are no restrictions on repatriation on sale (disinvestment) and dividend proceeds. Underlying client names / beneficial owners are required to be disclosed at depository level. Key Documents required for individual(s) are: 1. 2.

Account opening request Passport / ID

General documentation required for opening of SCRA account by Corporate Bidders is: 1. 2. 3. 4. 5. 6. 7. 8.

Account opening request Board Resolution & Signatories list Passport / ID of Board of Directors Passport / ID of all authorized signatories Certificate of Incorporation (COI) or equivalent documents like Trade Registry Certificate, Business Registration Certificate, Certificate of Commencement of Business Memorandum & Articles of Association Withholding tax registration certificate / Certificate of country of domicile of client Latest Annual Report 23

Prospectus – TPL Properties Limited

9. 10.

List of Board of Directors List of Shareholders (>10% holdings) and key officers

It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request the procedure from each relative institution. Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking channels. Such a proof shall be submitted along with the application by the foreign investors. 2.16

REVISION OF BIDS BY THE BIDDER The registered investors may revise their bids any time either manually through the Bid Collection Centers by submitting the bid revision form or electronically through direct access to the system till 02:00 pm on the last day of the Bidding Period. An investor will not be allowed to place or revise a bid with a price variation of more than 20% of the prevailing indicative strike price subject to floor price. No downward revision shall be allowed after 01:00 pm on last day of the bidding period.

2.17

TWENTY PERCENT (20%) PRICE BAND MECHANISM An investor will not be allowed to place or revise a bid with a price variation of more than twenty percent (20%) of the prevailing indicative strike price subject to floor price. Please note that the indicative strike price may not be constant and may keep on changing during the bidding period. Therefore, the 20% range will also change with the change in indicative strike price. For Example, if the floor price if PKR 12.50 per share and indicative strike price at any given point in time during the bidding period is PKR 12.5 per share, registered bidders may place or revise their bids from PKR 12.50 per share to PKR 15.0 per share. If at any given point in time during the bidding period, the indicative strike price changes from PKR 12.50 per share to PKR 14.00 per share, the registered bidders may place or revise their bids from PKR 12.50 per share to PKR 16.80 per share. Please note that the 20% range on the lower side cannot go below the floor price. The price range of 20% applicable at any given point in time during the bidding period will also be displayed on the bid screen available at the websites of the Designated Institution, Book Runner, Securities exchanges, Clearing house and the Central depository.

2.18

REJECTION OF BIDS BY THE BOOK RUNNER In terms of Regulation 21 (5) of Chapter V of The Book Building Regulations, 2015, the Book Runner may reject any Bid placed by an Eligible Investor for reasons to be recorded in writing provided the reason of rejection is disclosed to such Bidder. Decision of the Book Runner shall not be challengeable by the Bidder or any of its associates.

2.19

WITHDRAWAL OF BIDS BY THE BIDDER The registered investors shall have the right to withdraw their bids till 01:00 pm on last day of the Bidding Period either manually through the Bid Collection Centers by submitting a written request or electronically through direct access to the system. No withdrawal shall be allowed after 01:00 pm on last day of the bidding period.

24

Prospectus – TPL Properties Limited

2.20

2.21

WITHDRAWAL OF ISSUE BY THE ISSUER a)

According to Regulation 5(6) of the Regulations, in case the Issuer does not receive bids for the number of shares allocated under the Book Building Portion, at the Floor Price, the offer shall be cancelled and the same shall be immediately intimated to the Commission, all the securities exchanges and the Designated Institution and the margin money shall be refunded to the bidders immediately but not later than two (2) working days of the closing of the Bidding Period.

b)

The Book Building process will be considered as cancelled if the total number of bids received is less than forty (40).

MECHANISM FOR DETERMINATION OF STRIKE PRICE a)

At the close of the bidding period, Strike Price shall be determined on the basis of Dutch Auction Method by the System. Under this methodology, the strike price is determined by lowering the price to the extent that the total number of shares offered is subscribed.

b)

The Order Book shall display the bid prices in a tabular form in descending order along with the number of shares bid for and the cumulative number of shares at each price level.

c)

Once the strike price is determined all those Bidders whose bids have been found successful shall become entitled for allotment of shares. The Bidders, who have made bids at prices above the strike price, will be issued shares at the strike price and the differential, if any, will be refunded. The Bidders, who have made bids below the strike price, shall not qualify for allotment of shares and their margin money shall be refunded.

d)

In case the bids received are sufficient to allot the total number of shares being issued under the Book Building Portion, the allotment shall be made on the basis of highest bid priority that is the bid made at the highest price shall be considered first for allotment of shares.

e)

In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price strictly on time priority basis. The mechanism for determination of the strike price can be understood by the following illustration:

      

Number of shares being Offered through the Book Building: 55,750,000 Ordinary Shares Floor Price: PKR 12.50/-per share Bidding Period: From June 22, 2016 to June 23, 2016 Bidding Time: 09:00am - 02:00pm Bid Withdrawal Time: 09:00 am – 02:00 pm on all days and till 01:00 pm on last day Bidding Revision Time: 09:00 am - 02:00 pm on all days* *Downward Revision Time: 09:00 am – 02:00 pm on all days and till 01:00 pm on last day

25

Prospectus – TPL Properties Limited

Bidder Institution – A Institution – E Institution – B Foreign Institution – F Individual Investor– A Institution – C Individual Investor– E Institution – C Institution – B Individual Investor– A

Bid Withdrawn

Price (PKR per share) 20.00 19.00 19.50 18.00 17.00 16.50 15.50 14.00 13.50 13.00

Strike Price determined through Dutch Auction Method

Bid Quantity (shares Millions) 8.00 2.00 6.00 5.00 8.00 6.00 10.00 12.75 5.00 4.00

Cumulative Quantity (Million Shares)

Category of Order

8.00 10.00 14.00 19.00 27.00 33.00 43.00 55.75 60.75 64.75

Limit Price Limit Price Limit Price Limit Price Step Bid Step Bid Limit Price Step Bid Limit Price Step Bid

Bid has been revised and placed at PKR 19.50 per share

At PKR 20.00 per share, investors are willing to buy 8.00 million shares. Since 47.75 million shares are still available, therefore the price will be set lower. At PKR 19.50 per share, investors are willing to buy 6.00 million shares. Since 41.75 million shares are still available, therefore the price will be set lower. At PKR 18.00 per share, investors are willing to buy 5.00 million shares. Since 36.75 million shares are still available, therefore the price will be set lower. At PKR 17.00 per share, investors are willing to buy 8.00 million shares. Since 28.75 million shares are still available, therefore the price will be set lower. At PKR 16.50 per share, investors are willing to buy 6.00 million shares. Since 22.75 million shares are still available, therefore the price will be set lower. At PKR 15.50 per share, investors are willing to buy 10.00 million shares. Since 12.75 million shares are still available, therefore the price will be set lower. At PKR 14.00 per share, investors are willing to buy 12.75 million shares. Since after bidding for 12.75 million shares at PKR 14.00 per share, no shares will be available therefore the Strike Price will be set at PKR 14.00 per share for the entire lot of 55.75 million shares. The bidders who have placed bids at prices above the Strike Price (which in this illustration is PKR 14.00/- per share), will become entitled for allotment of shares at the Strike Price and the differential would be refunded. Investors who have bid below PKR 14.00/- per share do not qualify for allotment and their money would be refunded. After allotment in the aforementioned manner, 12.75 million shares are still available for allotment. These shares will be allotted to Bidders who have placed bid(s) at PKR 14.00/- per share, however for the purpose of allotment of these 12.75 million shares preference will be given to the Bidder who has placed the bid earlier.

26

Prospectus – TPL Properties Limited

2.22

BASIS OF ALLOTMENT OF SHARES Once the strike price is determined all those Bidders whose bids have been found successful shall become entitled for allotment of shares. For allocation of shares priority shall be given to the bids placed at the highest price. The Bidders, who have made bids at prices above the strike price, will be issued shares at the strike price and the differential, if any, will be refunded. The Bidders, who have made bids below the strike price, shall not qualify for allotment of shares and their margin money shall be refunded. For the purpose of allotment of shares, the bid(s) made at the price determined / discovered as Strike Price through the Book Building process shall be ranked equally and preference will be given to the bidder who has made the bid earlier. Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be credited at the time of credit to the successful applicants.

2.23

REFUND OF MARGIN MONEY Investors who have bid lower than the strike price are not eligible for allotment of shares. Margin money of the unsuccessful Bidders shall be refunded within five (5) working days of the close of the bidding period as required under Regulation 21(11) the Regulations. The Bidders, who have made bids at prices above the strike price, will be issued shares at the strike price and the differential will be refunded accordingly.

2.24

INTEREST OF THE BOOK RUNNER The Book Runner has no interest in the Issue and Issuer other than their role as a Book Runner to the Issue.

2.25

ASSOCIATED UNDERTAKINGS/COMPANIES AND RELATED EMPLOYEES i.

Associated Companies S. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.

Name Ali Gohar Life Sciences (Private) Limited Agriauto Industries Limited Arwen Tech (Private) Limited Centrepoint Management Services (Private) Limited Gul Ahmed Textile Mill Limited Habib Asset Management Limited TPL Direct Finance (Private) Limited TPL Direct Insurance Limited TPL Holdings (Private) Limited TPL Logistics (Private) Limited TPL Rupiya (Private) Limited TPL Trakker Limited Trakker Energy (Pvt.) Limited TRG Pakistan Limited TPL Security Services (Private) Limited

CUIN

NTN

0088539 0008697 0042845 0076810

4277949-9 0709428-7 1340643-4 3922977-7

0000586 0052612 0069322 0028772 0039436 0078855 0092839 0068247 0059153 0044706 0041197

0698283-2 2648356-4 NA* 0710812-5 0999685-7 3985843-0 7147406-2 3269849-6 3267672-7 1521191-6 1333975-3 27

Prospectus – TPL Properties Limited

16.

AsiaCare Health & Life Insurance Co. Ltd

0064826

3104036-5

*These companies are not dormant and are in the process of complying with the regulatory requirements. For further detail please refer to Part 5.3.

Note: As required in Regulation 5(8) of the Regulations, the Associated Companies and Associated Undertakings of the Issuer shall not in aggregate make bids for shares in excess of 5% of the Book Building Portion. ii. S.No

Related Employees Name

Father’s / Husband’s Name

Designation

CNIC

Related Employees of the Issuer 1

Jameel Yousuf Ahmed

Yusuf Ahmed

Chairman

2

Muhammad Ali Jameel

Jameel Yusuf Ahmed

3

Ali Asgher

Tahir Ali

4

Bilal Alibhai

Hussein AliBhai

Director

422018-787920-1

5

Syed Zafar-ul-Hasan Naqvi

S. Ibnul Hasan Naqvi

Director

42501-1383785-7

6

Ziad Bashir

Muhammad Bahsir

Director

42201-2038588-5

7

Yousuf Zohaib Ali

Zohaib Ali

Director

42101-1614869-9

8

Vice Admiral (R) Muhammad Shafi, (HI)M

Kasim Ali

Director

61101-1928083-9

9

Mehar-e-Daraksha

Ameer Ali Chandio

Company Secretary & Group General Counsel

41306-3861396-8

10

Naseer Ali Khan

Sajid Ali Khan

Chief Internal Auditor

42201-0807015-3

Director & Chief Executive Officer Director & Chief Financial Officer

42201-0519615-9 42301-2108221-5 42301-3575842-3

Related Employees of Arif Habib Limited 1

Muhammad Shahid Ali

Aba Ali Habib

2

Syed Kashif ul Hassan Shah

Abdul Latif Shershah

3

Nasim Beg

Muhammad Safdar Beg

4

Rafique Bhundi

Muhammad Ilyas Bhundhi

5

Ahmed Rajani

Iqbal Rajani

6

Syed Saquib Ali

Syed Hafiz Ali

7

Abdul Qadir

Muhammad Arif Umer

8

Ammad Tahir

Tahir Mehmood

9

Saeed Ahmed

Ghulam Fareed

Chief Executive Officer Managing Director, Investment Banking Advisor to Corporate Finance Sr. Vice President, Investment Banking Vice President, Investment Banking Vice President, Investment Banking Associate, Investment Banking Senior Associate, Investment Banking Officer, Investment Banking

42301-0870728-7 42301-2295321-7 42301-5558488-3 42201-2497903-1 42201-4832681-5 42201-4292146-1 42301-2989158-1 56302-9084284-5 42201-2425208-1

28

Prospectus – TPL Properties Limited

2.26

STATEMENT BY ISSUER October 6, 2015 The Managing Director Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of the Company, I confirm that all material information as required under the Companies Ordinance, 1984, Securities Act, 2015, the Book Building Regulations, 2015 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in the Prospectus and that whatever is stated in Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and on behalf of TPL Properties Limited: -Sd__________________ Muhammad Ali Jameel Chief Executive Officer

29

Prospectus – TPL Properties Limited

2.27

STATEMENT BY LEAD MANAGER June 01, 2016 The Managing Director Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as Lead Manager & Arranger to this Initial Public Offering of TPL Properties Limited through the Book Building process, we confirm that all material information as required under the Companies Ordinance, 1984, the Securities Act, 2015 the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Book Building Regulations, 2015 has been disclosed in this Prospectus and that whatever is stated in the Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed to the best of our knowledge and belief.

For and on behalf of Arif Habib Limited: -Sd____________________ Shahid Ali Habib Chief Executive Officer

30

Prospectus – TPL Properties Limited

2.28

STATEMENT BY THE BOOK RUNNER June 01, 2016 The Managing Director Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as Book Runner to this Initial Public Offering of TPL Properties Limited through the Book Building process, we confirm that all material information as required under the Companies Ordinance, 1984 the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Book Building Regulations, 2015 has been disclosed in this Prospectus and that whatever is stated in the Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed to the best of our knowledge and belief.

For and on behalf of Arif Habib Limited: -Sd____________________ Shahid Ali Habib Chief Executive Officer

31

Prospectus – TPL Properties Limited

PART 3 3

SHARE CAPITAL AND RELATED MATTERS

3.1

SHARE CAPITAL

Number of Shares

Premium (PKR)

Face Value (PKR)

Total (PKR)

AUTHORIZED CAPITAL 220,000,000

Ordinary Shares of PKR 10/- each

2,200,000,000

-

2,200,000,000

1,000,406,000

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL OF THE COMPANY 94,260,000

Issued for Cash: Ordinary Shares of PKR 10/- each

942,600,000

57,806,000

49,990,000

Issued for Consideration other than Cash*: Ordinary Shares of PKR 10/- each

499,900,000

-

499,900,000

80,000,000

20,000,000

100,000,000

1,522,500,000

77,806,000

1,600,306,000

8,000,000 152,250,000

Ordinary shares issued at a price of PKR 12.5/- each** Total

Number of Shares

Premium (PKR)

Face Value (PKR)

Total (PKR)

THE EXISTING, SUBSCRIBED, ISSUED AND PAID-UP CAPITAL OF THE COMPANY IS HELD AS FOLLOWS Sponsors & Directors 19,199,994

Muhammad Ali Jameel

191,999,940

-

191,999,940

14,800,000

Jameel Yusuf Ahmed

148,000,000

-

148,000,000

33,999,994

Shares held by Directors/Sponsors

339,999,940

-

339,999,940

Sponsors 55,000,000

TPL Trakker Limited

550,000,000

-

550,000,000

21,104,000

TPL Holdings(Pvt) Limited***

211,040,000

59,260,000

270,300,000

76,104,000

Shares held by Sponsors

761,040,000

59,260,000

820,300,000

Directors 1

Bilal Ali Bhai

10

-

10

1

Syed Zafar ul Hasan Naqvi

10

-

10

1

Muhammad Shafi

10

-

10

1

Ziad Bashir

10

-

10

1

Ali Asgher

10

-

10

1

Yousuf Zohaib Ali

10

-

10

6

Shares held by Directors

60

-

60

Other Shareholders** 11,591,000

115,910,000

11,591,000

127,501,000

4,637,000

Tundra Pakistan Fund Tundra Frontier Opportunity Fund

46,370,000

4,637,000

51,007,000

2,318,000

Tundra Sustainable Frontier Fund

23,180,000

2,318,000

25,498,000

23,600,000

Others

236,000,000

-

236,000,000

42,146,000

Shares held by Other Shareholders

421,460,000

18,546,000

440,006,000

1,522,500,000

77,806,000

1,600,306,000

152,250,000

Total

Present Issue Number of Shares

Face Value (PKR)

Premium (PKR)

Total (PKR)

55,750,000

Allocation to Institutions / Individual Investors through Book Building process at a Strike Price of XX/- per share

557,500,000

[X]

[X]

55,750,000

Total Present Issue

557,500,000

[X]

[X]

2,080,000,000

[X]

[X]

208,000,000

Grand Total (Post IPO Paid-up Capital)

*These shares were issued against acquisition of the business of A&A Associates, an unregistered partnership firm under an agreement dated June 28, 2010 on net assets basis at their carrying value which approximates its fair value at the date of acquisition i.e. May 31, 2010. The Company recognizes investment property under IAS 40 through fair value model. The requirements of Clause 8 of the Companies (Issue of Capital) Rules 1996 have been fully complied in this regard. However Clause 8(iv) of the Companies (Issue of Capital) Rules 1996 was not applicable as there was no intangible asset against the

32

Prospectus – TPL Properties Limited

above referred issue of capital. There has been no other issue of shares otherwise than in cash other than those mentioned above. A&A Associates is an unregistered partnership between Mr. Muhammad Ali Jameel and Mr. Jameel Yusuf Ahmed as partners incorporated under the Partnership Act 1932 on 18 August 2005. The main business of the said partnership firm is to purchase immovable property and to develop, build, construct a project on the same property for the purpose of selling / renting the same to the general public and allied business. The share in profit and loss of Mr. Muhammad Ali Jameel and Mr. Jameel Yusuf Ahmed is proportionate to the amount of capital invested. **This includes 8,000,000 million ordinary shares recently issued to TPL Holdings (Private) Limited, the amount so raised will be utilized for repayment of TPL Holdings (Private) Limited loan of PKR 100 million. The shares issued at PKR 12.50/-. This issuance has been approved by the shareholders in the Extra Ordinary General Meeting (“EOGM”) held on May 19, 2016. ***At a meeting of the Board of Director of the Company held on July 09, 2015, the Board passed a resolution for the issue of 90,000,000 Ordinary shares at a minimum price of PKR 11.0 per share by way of Right issue to existing shareholders of the Company in terms of Section 86(1) of the Companies Ordinance 1984. The Board also resolved that if any shares of the Company from the Right issue remain unsubscribed or are renounced by the existing shareholders the same may be offered and issued under Section 86(7) of the Ordinance. All the existing shareholders renounced their rights to subscribe to any additional shares of the Company in terms of Right issue. The Company consequently issued the shares in the following manner:   

18,546,000 Ordinary shares were issued to Tundra Pakistan Fund, Tundra Frontier Opportunity Fund and Tundra Sustainable Frontier at a price of PKR 11.0 per share. 15,704,000 Ordinary shares were issued to TPL Holdings (Pvt.) Limited at a price of PKR 12.5 per share 55,750,000 Ordinary shares were allocated to be issued to the General Public at a floor price of PKR 12.5 per share via the Book Building process and consequently the Company be listed on the Pakistan Stock Exchange Limited in accordance with the applicable rules and regulations.

TPL Holdings (Pvt) Limited (“TPLHL”) initially held 5,000,000 Ordinary shares of the Company at the face value. Subsequently TPLHL acquired 16,000,000 shares from existing shareholders at PKR 12.50/- per share and also subscribed to 15,704,000 new shares issued under 86(7) of the Ordinance at PKR 12.50/- per share. Furthermore TPLHL divested 23,600,000 Ordinary Shares at PKR 12.50/- per share to Other Shareholders. For details on Other Shareholders, please refer Para 3.2. This also includes 8,000,000 million ordinary shares which is being issued to TPL Holdings (Private) Limited the amount so raised will be utilized for repayment of TPL Holdings (Private) Limited loan of PKR 100 million. The shares issued at PKR 12.50/-. This issuance has been approved by the directors in EOGM held on May 19, 2016. The process of issuance is already started.

Notes: i. As per Rule 3 (v) of the Companies (Issue of Capital) Rules, 1996 (as amended from time to time), the sponsors shall retain at least 25% of the capital of the Company for a period of three financial years from the last date of bidding. Furthermore, Mr. Ali Jameel and his family shall retain their entire shareholding (33,999,994 shares) in TPLPL as disclosed in the Prospectus for a minimum of five (05) years from the last date of bidding. ii. Allocation of shares under Pre-IPO placement shall be held in CDC Blocked Account and will not be saleable for a period of six months from the date of closing of the bidding period, if the Strike Price is above PKR 12.50 per share. 3.2

LIST OF OTHER SHAREHOLDERS The following is the list of Other Shareholders to whom new shares were issued under Section 86 (7) of the Companies Ordinance 1984 after been renounced by the existing shareholders.

S.N o 1 2

Name Tundra Pakistan Fund Tundra Frontier Opportunity Fund

Date of Issuance 21st Sep 2015 21st Sep 2015

No. of Shares

Issue Price

Amount

Address

11,591,000

11.0

127,501,000

Eriksbergsgatan 10, 114 30, Stockholm, Sweden

4,637,000

11.0

51,007,000

Eriksbergsgatan 10, 114 30, Stockholm, Sweden

33

Prospectus – TPL Properties Limited

3

Tundra Sustainable Frontier Fund Total

21st Sep 2015

2,318,000

11.0

18,546,000

25,498,000

Eriksbergsgatan 10, 114 30, Stockholm, Sweden

204,006,000

The following is the list of Other Shareholders who have acquired shares through divestment of shares by TPL Holdings (Private) Limited: No. of Shares

Issue Price

Amount

1,600,000

12.5

20,000,000

Everfresh Farm (Pvt) Limited

800,000

12.5

10,000,000

3

Shafi Foods (Pvt) Limited

800,000

12.5

10,000,000

4

Shafi Lifestyle (Pvt) Limited

800,000

12.5

10,000,000

1,000,000

12.5

12,500,000

2,000,000

12.5

25,000,000

1,000,000

12.5

12,500,000

100,000

12.5

1,250,000

House No. 9, B-1, Khayaban-e-Badban, Phase VII, DHA Karachi

1,000,000

12.5

12,500,000

Office # 739, 7th Floor, PSX Building, I.I. Chundrigar Road, Karachi

400,000

12.5

5,000,000

113-115, Techno City Office Towers Off. I.I. Chundrigar Road, Karachi

600,000

12.5

7,500,000

House No. F/4, Irfan Arcade, Plot No. 141/D, Block 2, PECHS, Karachi

200,000

12.5

2,500,000

807/5, Bridge Apartment, Frere Town, Clifton, Karachi

4,000,000

12.5

50,000,000

47/II, Khayaban-e-Shahbaz, Phase VI, DHA, Karachi

1,600,000

12.5

20,000,000

Trade Centre, I.I. Chundrigar Road, Karachi, Pakistan

1,600,000

12.5

20,000,000

House # 14-B/2, 4th Street Zamzama Clifton, Karachi

3,600,000

12.5

45,000,000

2,000,000

12.5

25,000,000

500,000

12.5

6,250,000

S.No

Name

1

Muhammad Shafi Tanneries (Pvt) Limited

2

5 6 7

8

9

10

11 12 13 14 15 16 17 18

Kaisar Shahzada (Pvt) Limited Fawad Yusuf Securities (Pvt) Limited Arsalan Abdul Majeed s/o of Mr. Abdul Majeed *Zubaida Nasim wife of Mr. Nasim Ahmed Ghuman Ahmed Muhammad Rafiq s/o Mr. Muhammad Rafiq *Muhammad Farooq s/o Mr. Mohammad Younus Rizwan Panjwani s/o Mr. Hussain Ali Panjwani Muhammad Afzal s/o Mr. Abdul Qadir Raja Shahid Rashid Soorty s/o Mr. Abdul Rashid Soorty Burj Bank Limited Hussain Islam S/o Islam Salim CDC Trustee HBL Stock Fund CDC Trustee Faysal Asset Allocation Fund Daniyal Ghani S/o Ajlaal Ghani

Address Shafi House, 35-A/3, Lalazar, Opp. Beach Luxury Hotel, M.T Khan Road, Karachi Shafi House, 35-A/3, Lalazar, Opp. Beach Luxury Hotel, M.T Khan Road, Karachi Shafi House, 35-A/3, Lalazar, Opp. Beach Luxury Hotel, M.T Khan Road, Karachi Shafi House, 35-A/3, Lalazar, Opp. Beach Luxury Hotel, M.T Khan Road, Karachi Monnoo House 3, Montgomery Road, Lahore Office #619, Pakistan Stock Exchange Building, Stock Exchange Road, Karachi Room #36, Old Stock Exchange Building, Karachi Stock Exchange, I.I. Chundrigar Road, Karachi

24-C, Khayaban-e-Hafiz, Phase VI, D.H.A, Karachi CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi 47/II, B street, off 14th Street, Khayaban-e-Mujahid, Phase 5, D.H.A, Karachi

34

Prospectus – TPL Properties Limited

Total

23,600,000

295,000,000

*subsequently, the above shares were sold to Mr. Waqar Ahmed Malik s/o Manzoor Ahmed Malik resident of House No. 139, 29th Street, Khayaban-e-Qasim, Phase VIII, DHA, Karachi, who post this transfer holds 500,000 shares of TPLPL. 3.3

INVESTOR ELIGIBILITY FOR PUBLIC ISSUE Eligible investors include: a) Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani Nationality; b) Foreign nationals whether living in or outside Pakistan; c) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and existing regulations, as the case may be); d) Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their respective Trust Deeds and existing regulations); and e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

3.4

FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through this Prospectus by using their Special Convertible Rupee Account (“SCRA”). For further details please see Chapter 20 of the Foreign Exchange Manual of the State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares out of new public offers on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may open foreign currency collection accounts with banks abroad or in Pakistan for receiving the subscription in foreign currency. They may also allow refunds from these accounts to unsuccessful applicants. Foreign investors do not require any regulatory approvals to invest in the shares being offered by the Company through this Prospectus. Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified as SCRA. There is no restriction of sale proceeds and dividend payouts on shares. Underlying client names / beneficial owners are required to be disclosed at depository level. Key Documents required for individual(s) are: 1. 2.

Account opening request Passport / ID

General documentation required for opening of SCRA account by corporate are: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

Account opening request Board Resolution & Signatories list Passport / ID of Board of Directors Passport / ID of all authorized signatories Certificate of Incorporation (COI) or equivalent documents like Trade Registry Certificate, Business Registration Certificate, Certificate of Commencement of Business Memorandum & Articles of Association Withholding tax registration certificate / Certificate of country of domicile of client Latest Annual Report List of Board of Directors List of Shareholders (>10% holdings) and key officers 35

Prospectus – TPL Properties Limited

It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request the procedure from each relative institution. Payments made by foreign investor must be supported by proof of receipt of foreign currency through normal banking channels. Such proof must be submitted along with the application by the foreign investors 3.5

CREDIT AND TRANSFER OF SHARE CERTIFCATES UNDER BOOK ENTRY SYSTEM Shares acquired through Book Building shall be transferred in scrip-less form by crediting the respective Central Depository System (“CDS”) of Central Depository Company of Pakistan Limited accounts of successful applicants subject to fulfillment of requisite clearance, if any, in accordance with the provisions of the Central Depositories Act, 1997 and CDC Regulations. The applicants/bidder should fill in the relevant columns of the bidding forms for transfer of shares and should have a CDS account in their name at the time of subscription.

3.6

SHARES ISSUED IN PRECEDING YEARS

S. No.

No. of Shares Issued

1

10,000

2

*49,990,000

3

50,000,000

4

Issued Price

Amount (PKR)

Consideration

Date of Issue

Cash

14th Feb 2007

10

100,000

10

499,900,000

Other than cash

29th Jun 2010

10

10

450,000,000

Cash

30th Jun 2010

10,000,000

10

10

100,000,000

Cash

30th April 2011

5

15,704,000

12.5

10

157,040,000

Cash

21st Sep 2015

6

18,546,000

11

10

185,460,000

Cash

21st Sep 2015

7

**8,000,000

12.5

10

80,000,000

Cash

8th Jun 2016

152,250,000

10

Par Value

10

1,522,500,00 0

*These shares were issued against acquisition of the business of A&A Associates, an unregistered partnership firm under an agreement dated June 28, 2010 on net assets basis at their carrying value which approximates its fair value at the date of acquisition i.e. May 31, 2010. The requirements of Clause 8 of the Companies (Issue of Capital) Rules 1996 have been fully complied in this regard. However Clause 8(iv) of the Companies (Issue of Capital) Rules 1996 was not applicable as there was no intangible asset against the above referred issue of capital. A&A Associates is an unregistered partnership between Mr. Muhammad Ali Jameel and Mr. Jameel Yusuf Ahmed as partners incorporated under the Partnership Act 1932 on 18 August 2005. The main business of the said partnership firm is of purchase of immovable property and to develop, build, construct a project on the same property for the purpose of selling / renting the same to the general public and allied business. The share in profit and loss of Mr. Muhammad Ali Jameel and Mr. Jameel Yusuf is proportionate to the amount of capital invested. **This includes 8,000,000 million ordinary shares which is issued to TPL Holdings (Private) Limited the amount so raised will be utilized for repayment of TPL Holdings (Private) Limited loan of PKR 100 million. The shares issued at PKR 12.50/-. This issuance has been approved by the directors in EOGM held on May 19, 2016. The process of issuance is already started.

36

Prospectus – TPL Properties Limited

Other than the above mentioned shares, there has been no other issuance of shares since the incorporation of TPLPL. 3.7

PRINCIPAL PURPOSE OF THE ISSUE The purpose of the IPO is primarily to restructure the balance sheet of TPL Properties Limited in order to reduce external debt and strengthening the financial position so that the shareholders, including minority shareholders, are able to fully benefit from long term capital appreciation of the Project. The proceeds of the IPO amounting to PKR 696.8mn at the floor price would be utilized by the Company for the following purpose as mentioned in a table below: Particulars Amount Repayment of loan to Summit Bank Ltd PKR 200.0 Mn Maintenance of debt service reserve with Habib Bank Ltd PKR 250.0 Mn Advance to Centrepoint Management Services (Pvt.) Ltd (wholly owned PKR 100.0 Mn Subsidiary) to prepay National Bank of Pakistan’s loan Retained in the Company as contingency reserve PKR 146.8 Mn Total PKR 696.8 Mn The following is the detail of the Sponsors loan: Sanction date Limit (PKR)

Principal Sponsors (PKR) Markup (PKR) st 1 Apr 2013 400,000,000 TPL Holdings (Pvt) Ltd * **93,788,178 6,039,494 st 1 June 2010 200,000,000 TPL Trakker Ltd *** 175,477,262 Total 269,265,440 6,039,494 *Represents loan financing facility having a limit of PKR 400 million carrying mark-up at the rate of 18 percent (2014: 14 percent) per annum and is repayable on or before 31st August 2021. The markup rate on this loan has now been reduced to 3 month KIBOR equivalent. ***Represents loan financing facility having a limit of PKR 200 million carrying mark-up at the rate of 14 percent (2014: 14 percent) per annum and is repayable on or before 31st August 2021. The markup rate on this loan has now been reduced to 3 month KIBOR + 400bps. 3.8

INTEREST OF SHAREHOLDERS None of the holders of the issued shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the Ordinary shares in the capital of the Company.

3.9

DIVIDEND POLICY There was a dividend restriction clause which pertained to agreement with OPIC dated Aug 10, 2011. OPIC loan was repaid on Sept 17, 2015 through Musharika facility of Rs.2.1 billion obtained from Habib Bank Limited (HBL) through Musharika Agreement dated May 2015. “HBL vide the above agreement had placed certain conditions including the following restrictions on TPLP: “7.1.3 The customer under takes and covenants that it shall not except with the prior written consent of investment agent (acting on the instructions of the majority participants), which consent shall not be unreasonably withheld 37

Prospectus – TPL Properties Limited

(v) accelerate repayment of any existing debt or financial liability to anyone before its stated maturity date without the prior written permission of the investment agent; (vi) declare any dividend throughout the tenor of the Musharaka; (viii) allow any change to its existing shareholding structure;” The Dividend restriction was subsequently removed through supplemental agreement dated November 23, 2015. The Company has not paid out any dividends to date and have retained all previous profits. According to the financial projections, zero cash dividend is projected to be paid till FY2025. The rights in respect of capital and dividends attached to each share are and will be the same. The Company in its general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. Dividend, if declared in the general meeting, shall be paid according to the terms of the provisions of the Ordinance. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits. No unpaid dividend shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Ordinance. No dividend shall be declared or paid out of unrealized gain on investment property credited to profit and loss account as required under proviso to subsection (2) of Section 248 of the Companies Ordinance, 1984. Please note that there are no distributable reserves available as at 31st December, 2015. 3.10

ELIGIBILITY FOR DIVIDEND The shares issued shall rank pari-passu with the existing shares in all matters of the Company, including the right to such bonus or right issues, and dividend as may be declared by the Company subsequent to the date of issue of such shares.

3.11

DEDUCTION OF ZAKAT Income Distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980. (XVIII of 1980) as may be applicable from time to time except where the Ordinance does not apply to any shareholder or where such shareholder is otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of and as provided in that Ordinance.

3.12

CAPITAL GAINS TAX Capital gains derived from the sale of listed securities are taxable in the following manner under section 37A of Income Tax Ordinance, 2001:

S. No.

Tax Year

1

2016

Less than twelve months 15.00%

Tax Rate Holding Period of Securities Twelve months or Twenty four months more but less than or more but less than twenty four months forty eight months 12.50% 7.50%

More than forty eighty months 0% 38

Prospectus – TPL Properties Limited

3.13

WITHHOLDING TAX ON DIVIDENDS Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case of individuals only. The following are the rates: (a) For filer of Income Tax Returns: 12.50% (b) For non-filer of Income Tax Return: 17.50%

3.14

TAX ON BONUS SHARES As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value of “bonus shares” determined on the basis of the day end ex-price on the first day of book closure shall be collected by the Company issuing the “bonus shares”, which will be the final tax liability on such income of the shareholder.

3.15

INCOME TAX The income of the Company is subject to Income Tax at the rate of 32% under the Income Tax Ordinance, 2001.

3.16

DEFERRED TAXATION Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.

3.17

SALES TAX The Company is a registered tax entity and is registered both under the Sales Tax Act, 1990 and the Sindh Sales Tax Act on Services, 2011.

3.18

SALES TAX ON SALE / PURCHASE OF SHARES Under the constitution of Pakistan and Articles 49 of the 7th NFC Award the Government of Sindh has promulgated the Sindh Sales Tax on Service Act, 2011 (Sindh Act No. XII of 2011) (the Act) which has taken effect from July 2011. The Sindh Revenue Board Constituted under the Act (Sindh Act No. XI of 2010) administers and regulates the levy and collection of the Sindh Sales Tax (“SST”) on the taxable services provided or rendered in Sindh. The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange under section 41(1) of the Sindh Sales Tax Rules, 2011, dated 30th June 2011, the Second Schedule of the Act levies a sales tax on Brokerage at the rate of 14%. The sales tax is withheld as per the requirements of Sindh Sales Tax Special Procedure (Withholding) Rules, 2011.

39

Prospectus – TPL Properties Limited

3.19

CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES Pursuant to amendments made in the (Finance Act, 1989) through Finance (Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.

3.20

TAX CREDIT FOR INVESTMENT IN IPO Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit for a tax year in respect of the cost of acquiring in the year, new shares offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the Privatization Commission of Pakistan. As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time Limit for holding shares has been designated as 24 months to avail tax credit.

3.21

TAX CREDIT FOR ENLISTMENT Under Section 65C of the Income Tax Ordinance, 2001, tax credit at 20% of the tax payable shall be allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan.

3.22

JUSTIFICATION FOR PREMIUM Rationale for the premium is set out below: 3.22.1

Location

Centrepoint is located in the centre of Karachi’s business, residential and industrial districts, with quick and easy access within 15 to 20 minutes from the financial hub of I.I. Chundrigar Road, Clifton, Defence, Korangi Industrial Area, Sharah-e-Faisal, Gulshan-e-Iqbal and Airport. According to a Colliers survey, 62% respondents identified ease of access as a key factor for corporate tenants. 3.22.2

High End Structure & Seismic Design

The façade design of Centrepoint consists of a glass curtain wall which provides a panoramic view to the occupants. The Structural and foundation system of Centrepoint has been designed for seismic loads (earthquakes) as per highest international standards complying with Seismic Zone 2B (moderate) and Earthquake Resistance at a magnitude of 5.6 to 6.6 on the Richter Scale. The Structural design has been done by M/s: Mushtaq and Bilal and approved by Sindh Building Control Authority vide letter no. SBCA/DD/Korangi Town/CC/05/2013/04, dated May 23, 2015. 3.22.3

Standalone power

Centrepoint is equipped with 2 x 1 MW gas generators for independent power supply and 2 x 1 MW diesel generators for backup. In addition to the uninterrupted 24/7 power supply, the generators, coupled with the heat recovery systems are expected to provide savings against the K-Electric Ltd based on a 24 hour operation cycle. The Company does not have electricity connection from KESC as the Company has its own captive power generation and backup generator. 40

Prospectus – TPL Properties Limited

3.22.4

Energy efficient building

High quality energy efficient glass façade has been designed to minimize access of sunlight into the building in order to save on energy and air conditioning costs. Gas generators with 80% efficiency rating has been utilized for power production and waste heat from the generators is used for operating multi-energy absorption chillers which saves gas energy over direct fired chillers. Additionally sandwiched busbars has been utilized for power distribution to minimize system losses. 3.22.5

Internationally accepted fire safety standards

Fire safety and security measures adhere to international standards for office buildings and. Some of the fire safety measures include:     

Two fire escape staircases (front & rear) Two fire hose cabinets on each floor, with fire extinguishers Sprinkler system on every floor including parking floors Fire detection system in compliance with NFPA 72 All ducts have automatic fire dampers

3.22.6

Built-in Information Technology setup

Centrepoint has a built-in I.T. infrastructure with two independent optical fibre cables with 100% back-up. In addition to the I.T. backbone, the building is also be equipped with switching, security and access controls. Tenants have ready connectivity (including VoIP) from day one. Centrepoint also provide tenants with space for hosting backend servers and provides for the maintenance and operations of these systems. 3.22.7

Sustained Cash Flow Through Long Term Tenancy Agreements

TPLPL has signed long term tenancy agreements with renowned companies including Silk Bank Limited, Philip Morris Pakistan Limited, TRG Pakistan Limited, Gul Ahmed Textile etc. This ensures the Company to have a steady stream of predictable cash flow. Centrepoint managed to achieve 100% occupancy during FY15 and currently has 100% occupancy level. 3.22.8

Strong Sponsors Profile

TPL Properties Limited is part of TPL group (the “Group") of companies. The Group has proven and successful track record in various ventures. The Group has to its credit two companies which are listed on Pakistan Stock Exchange Limited i.e. TPL Trakker Limited (“TPLTL”) and Trakker Direct Insurance Limited (“TDIL”). The following are the key highlight of TPLTL and TDIL: Name

Last 8 months Avg* Market Price (PKR) 14.45 18.15

Break up value (PKR) 12.64 12.44

TPL Trakker Limited (FY15) Trakker Direct Insurance Limited (CY14) *8 months Avg market price from 1st September, 2015 to 30th April, 2016.

EPS (PKR) 0.93 0.47

41

Prospectus – TPL Properties Limited

3.22.9

Innovative, Talented and Dynamic Leadership

The Company has steadily grown over the years and this can mainly be attributed to high degree of professionalism and dedication of the management team mainly comprising of experienced and young talented leaders of the industry. The present management has appraised international practices, benchmarked itself against these practices to bring the Company at par with industry leaders. The top management is in the process of further accelerating the growth process by bringing in more innovative ideas which would further strengthen and prosper the Company base. Two companies within the Group are already listed on Pakistan Stock Exchange Limited i.e. TPL Trakker Limited (“TPL”) and Trakker Direct Insurance Limited (“TDIL”). TPL is Pakistan’s number one satellite vehicle tracking company in terms of market share, corporate profile and branding. TDIL is the first Direct Insurance Company in Pakistan that differs with conventional companies by offering 24 hour claims and underwriting services. These companies serve as evidence of Group’s ability to accomplish success. 3.22.10

Diversified Revenue base

Besides generating core income from rentals, the Company subsidiary i.e. Centrepoint Management Services (Pvt.) Limited is also engaged in selling ancillary services i.e. Maintenance, Utilities and IT services to the residents of the buildings. Furthermore Centrepoint also provide tenants with space for hosting backend servers and maintenance & operations of these systems. Financial summary of Centrepoint Management Services (Pvt) Ltd is given below:

Centrepoint Management Services (Amount in PKR) Paid up capital

1,000

1,000,000

1,000,000

1,000,000

1HF FY16 1,000,000

Equity

1,096,863

1,301,588

(56,863,219)

(171,743,388)

(215,846,816)

Profit/(Loss) After Tax

(44,103,428)

FY12

FY13

FY14

FY15

1,095,863

794,275

(58,164,807)

(114,880,169)

Breakup value per share – (PKR)

10,969

13.01

N/A

N/A

N/A

Earnings/(Loss) per share – (PKR)

10,959

7.94

(582)

(1,149)

(441)

-

-

-

-

Dividends Paid – (%)

42

Prospectus – TPL Properties Limited

PART 4 4

UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

4.1

UNDERWRITING Book Building Portion Arif Habib Limited has been mandated as the Book Runner to the Issue. The Book Runner will underwrite the Book Building portion of the Issue which comprises of 55,750,000 Ordinary Shares as required under Clause 20(2)(viii) of the Regulations at the Strike Price determined through the Book Building process. In the opinion of the Directors, the resources of the Underwriters are sufficient to discharge their underwriting commitments / obligations.

4.2

UNDERWRITING COMMISSION Book Building Portion The Book Runner will be paid underwriting commission at the rate of 0.50% of the Book Building portion of the Issue. In addition to the underwriting commission, the Book Runner will be paid a take-up commission at the rate of 2.00% of the amount of shares taken up.

4.3

BUY BACK / REPURCHASE AGREEMENT THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC ISSUE. ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY BACK / RE-PURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.

4.4

COMMISSION TO THE BANKER TO THE ISSUE Commission at the rate of 0.10% of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Banker to the Issue for services to be rendered by them in connection with the book building, plus out-of-pocket expenses, if any.

4.5

BROKERAGE For this Issue, brokerage shall be paid to the TRE Certificate Holders of PSX at the rate of 1.00% of the value of shares (including premium if any) on successful applications. No brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their underwriting commitments.

4.6

ESTIMATED EXPENSES OF THE ISSUE Expenses to the Issue are estimated not to exceed PKR 49,519,688/- The break-up of these preliminary expenses is given below:

43

Prospectus – TPL Properties Limited

Rate

Amount (PKR)

Underwriting Commission - Book Building Portion

0.50%

3,484,375

Take-up Commission - Book Building Portion*

2.00%

13,937,500

Commission to Bankers to the Offer Including Out of Pocket Expense

0.10%

796,875

TREC Holders of the Stock Exchanges

1.00%

6,968,750

Book Runners Fee

0.50%

3,484,375

Lead Management & Arrangement Fee

1.75%

12,195,313

Expenses to the Issue

Printing, Publication of Prospectus / Bidding Forms

2,000,000

PSX Listing Fee & Charges: - Initial Listing Fee

2,000,000

- Annual Listing Fee

387,500

- Service Charges

50,000

PSX Software Charges for Book Building

500,000

CDC Annual Fees for Eligible Security

200,000

CDC Fresh Issue Fee SECP Application & Processing Fees Legal & Professional Charges Balloters & Share Registrar Fees etc. Miscellaneous Costs Total

0.16%

1,115,000 200,000 1,000,000 200,000 1,000,000 49,519,688

* These amounts represent the maximum possible costs under these heads at the floor price. Please note that the above expenses are indicative as actual expenses may vary.

44

Prospectus – TPL Properties Limited

PART 5 5

OVERVIEW, HISTORY AND PROSPECTS

5.1

COMPANY HISTORY TPL Properties Limited (“TPLPL”) was incorporated in Pakistan as a private limited company on February 14, 2007 under the Companies Ordinance, 1984. The principal activity of the Company is to invest, purchase, develop and build real estate and to sell, rent out or otherwise dispose off in any manner the real estate including commercial and residential buildings, houses, shops, plots or other premises. The registered office of the Company is situated at Centrepoint Building, Off Shaheed-e-Millat Expressway near KPT Interchange Flyover, Karachi. The Company has successfully completed the construction of Centrepoint (the “Project”) and the building is fully occupied. This is Company’s first real estate project, located opposite KPT Interchange on Shaheed-e-Millat Expressway, Karachi. The project is designed exclusively as a modern office complex with the latest in-house infrastructure facilities ideal for large local and multinational corporations. The Company was converted into public unlisted company on September 30, 2015. Vision To be region’s premier property developer providing world class infrastructure and quality to investors, supported by the Country leading team of professionals Mission To set benchmark for other developers to follow

5.2

GROUP PROFILE TPL Properties Limited is part of TPL group. TPL Holdings (Pvt.) Ltd (“TPLHL”) is the holding company of the group and has diversified investments in various companies. TPLHL has maintained an investment portfolio consisting of several group companies. It has direct investments in the following companies: i. ii. iii. iv.

TPL Trakker Ltd Trakker Energy (Pvt) Ltd TPL Direct Insurance Ltd TPL Properties Ltd

The following is the shareholding of TPLHL as at 31st December 2015 in the following group companies: Company name TPL Trakker Ltd Trakker Energy (Pvt) Ltd TPL Direct Insurance Ltd TPL Properties Ltd

% Shareholding 52.91% 76.00% 0.72% 9.08%

Dividend Received (FY1415) Nil Nil Nil Nil

45

Prospectus – TPL Properties Limited

Group Holding Structure

Ali Jameel / Jameel Yusuf

Ali Bhai Group

TPL Holdings Greenoaks Global Holdings TPL Trakker

AsiaCare Health & Life Insurance

TPL Rupiya

TPL Direct Insurance

Trakker Energy

Trakker Middle East LLC

TPL Security Services

TPL Properties

Centrepoint Management Services

5.3

ASSOCIATES Brief profile of group companies of TPLPL as mentioned in Para 5.2 are given below: 5.3.1

TPL Trakker Limited

TPL Trakker Ltd is region’s largest Satellite Vehicle Tracking Company in terms of market share, corporate profile and branding. TPL Trakker is the pioneer of vehicle tracking Services in Pakistan. TPL Trakker is listed at Pakistan Stock Exchange Limited. TPL Trakker Limited had launched the vehicle security and fleet management concept in Pakistan in the year 2000 as a joint venture with the South African multinational DigiCore Holdings Limited with their 30% shareholding in the Company. With its head office in Karachi and branch offices in Lahore, Islamabad / Rawalpindi, Faisalabad, Multan, Sialkot, Gujranwala & Peshawar, TPL Trakker Ltd is providing car tracking services in over 320 cities all over Pakistan. The Company currently has staff strength of over 520 personnel. TPL Trakker has exclusive rights to use DigiCore’s signature C-track technology which merges GPS technology with GSM service providers’ SMS & GPRS data service to bring information directly from the vehicle to the TPL Trakker control room. C-track has been developed specifically to assist with the management of commercial fleets, sales vehicles, car rental, security transportation and individual car owner applications. It has the ability to provide vehicle position within 4 meters accuracy. Components of C-track technology are provided by world renowned technology companies such as Mitsubishi, Trimble, U-Blox, Wavecom, and Schlumberger and therefore ensure reliable performance. DigiCore’s C-track is used by over 550,000 customers internationally and it enjoys market leader status in South Africa, Africa, Pakistan, United Kingdom, Europe, Australia and Brazil. According to ABI Research (telematics USA) C-track was ranked 2nd globally based on implementation, relative costs, installed base, regional deployment, and range of solutions. TPL Trakker utilizes this information to deliver to clients a comprehensive analysis of their vehicle in

46

Prospectus – TPL Properties Limited

order to aid their efforts to increase efficiency and productivity as well as prevent fraud. TPL Trakker Limited operates in Pakistan and will soon expand to Qatar, Oman, Kuwait and Africa. The Company has a 24 hour call Centre which has two sections that work round the clock, and answer calls within 10 seconds. On average, these call centers receive up-to 2,000 calls, and make 4,500 calls, and monitor an average 2,000 alarms on daily basis. The alarms when required are dealt with by the Trakker Response Team (managed by TPL Security Services) which ensures the recovery and return of stolen cars from an area including the most remote regions of the country. TPL Trakker’s high level of performance is essentially due to its own dedicated licensed security Company exclusively for vehicle recovery. For financial highlight of TPL Trakker Limited please refer Section 7.3 5.3.2

TPL Direct Insurance Limited

TPL Direct Insurance Ltd (“TDIL”) was launched in 2005, when TPL Trakker Ltd (sponsor of TDI) acquired Jupiter Insurance Company Limited. TDIL is the first direct insurance company in Pakistan that differs with conventional companies by offering 24 hour claims and underwriting services through a team of highly skilled Call Centre officials, pioneering the concept of web based services to allow customers to interact and retrieve progress of their insurance policies and claims. Underwriting services includes providing premium quotations and explaining the various products of motor and travel to the inbound call customers. TDIL offers fair and equitable premium rates that are determined on the basis of risk profiling done by the leading firm of actuaries. The Company has the fastest claim settlement and processing time and possesses a strong in-house risk inspection and survey capability and therefore maintains the lowest claims processing and settlement time in the entire industry – 60 seconds claims lodging, 45 minutes claim processing and 7 days claims settlement. It has strong rapport with the 3S dealers (authorized by the manufactures as dealers for sales, services and spare parts) and workshops that ensures quality and timely repairs. TDIL started its operations with a focused approach towards increasing its business, initially focusing on niches where it has an advantage. The car insurance sector provides excellent synergies with its parent entity, providing a clear advantage to the Company in this sector. This strategy coupled with the growth prospects of the car insurance sector allowed the Company to accumulate critical mass. The Company employs an actuarial based risk profiling mechanism for developing customized rates for every customer. This not only helps the Company in arriving at a judicious quote but also allows it to have a much better understanding of the quality of risk being acquired. The use of tracking device as mandatory for most of the current products allows the Company to have one of the lowest vehicle theft-related claims in the industry. The insurance industry is predominantly agency based. The agents are the main source of business. TDIL took a bold step by launching a direct company. This is cost effective as well as allows the company to have a direct rapport with the customer. Greenoaks Global Holding Limited entered into the Share Purchase agreement dated Oct 11, 2014 with TPL Trakker Limited for the purchase of 15.18mn ordinary shares of TPL Direct Insurance Limited at a price of PKR 30 per share. Greenoaks Global Holding Limited subsequently acquired 7.5mn Ordinary of TPL Direct Insurance Limited through Public Announcement of Offer dated Oct 31, 2014 at a price of PKR 30 per share. This is the largest foreign direct investment in the insurance sector in Pakistan. TPL Direct Insurance Limited was listed at Pakistan Stock Exchange (PSX) in September 2011 through IPO of 15.0 mn shares at a share price of PKR 10/- per share. The return to IPO investors over 3 years is around 200%.” For financial highlight of TPL Direct Insurance Limited please refer Section 7.3 47

Prospectus – TPL Properties Limited

5.3.3

TPL Security Services (Private) Limited

TPL Trakker provides security and repossession services through its Company TPL Security Services as an extension of its vehicle security and tracking services. TPL Security Services benefits from significant synergies with TPL Trakker. TPL Security Services was established in 2000. TPL Security Services maintains 38 Trakker Recovery Teams for immediate nationwide deployment in response to customer needs. These teams provide comprehensive coverage of Karachi, Hyderabad, Multan, Lahore, Faisalabad, Islamabad, Peshawar and all motorways & highways. TPL Security Services teams are well armed and equipped with state-of-the-art communication technology and IT tools, guided from TCR to exact locations for repossession and recovery of vehicles. TPL Security Services has witnessed a considerable growth in its business, as insurance companies and financial institutions with auto finance divisions are increasingly seeking to validate claims of theft and/or snatching. TPL Security Services’ speedy recoveries and analysis of missing vehicle claims lodged by clients have made it a popular resource for many corporations attempting to deal with the growing menace of white collar crime. TPL Security Services works hand in hand with repossession teams from financial institution to identify the current location of the client’s vehicle and subsequently its repossession. 5.3.4

TPL Direct Finance (Private) Limited

The TPL Direct Finance (Pvt) Limited was incorporated on 30th April 2009 under the Companies Ordinance, 1984 with the objective to improve consumer financing efficiency by working as an intermediary, leveraging automated processing to provide an effective platform for consumer financing products such as credit cards, mortgages, loans and mutual funds. The objective of TPL Direct Finance is to assess customers’ profiles and advise on which commercial bank and product best suited their needs. TPL Direct Finance will work towards finding products that will add more value to customers. Some of the innovative features that TPL Holdings hopes to implement are:   

24 x 7 x 365 call centre and online access for customers to apply, process, query, and give feedback. Home delivery and collection of products and documents free of charge. Preliminary approval within 15 minutes of call.

TPL Direct Finance (Pvt) Limited is expected to commence its operation in next 6 to 12 months. Furthermore, it is also complying with regulatory requirements and it is not dormant. 5.3.5

TPL Rupiya (Private) Ltd

TPL Rupiya (Private) Limited was incorporated on April 7, 2015 under the Companies Ordinance, 1984 with the object to operate as payment Service Operators (PSOs) and Payment Service Providers (PSPs) under the State Bank of Pakistan (SBP) Rules for PSOs / PSPs. The State Bank of Pakistan has granted conditional-in-principle approval for mobile payment switch to TPL Rupiya on April 29, 2016 vide its letter # PSD.PR-03 (vii)/010743/2016. TPL Rupiya (Private) Limited will soon commence its commercial operation. TPL Rupiya has partnered with Boloro Global Limited, a USA Corporation. Boloro has Interoperable network system which allows mobile phone users to pay for goods and services 48

Prospectus – TPL Properties Limited

using their bank account, mobile wallet, or mobile phone account as regulated by the Central Banks. Further, it is complying with regulatory requirements and it is not dormant. 5.3.6

AsiaCare Health & Life Insurance Company Ltd

AsiaCare provides innovative health insurance products, based on international standards and tailored to cater to the divergent needs of Pakistanis. Its mandate is to operate efficient health insurance systems and to deliver quality affordable medical care for all. Its edge lies not only in its previous experiences in the US and Latin American industries, but also in its indispensable team of seasoned professionals, dedicated to innovate Pakistan’s health insurance industry. TPL Trakker Ltd has signed Share Purchase Agreement on March 7, 2016 with sponsors of AsiaCare acquiring 100% ownership to bring the life insurance business under the umbrella of TPL Group as TPL Life. TPL Life will use channels as well as modern technologies and digital integration to target the life insurance segment for both individuals and groups. 5.4

CENTREPOINT MANAGEMENT SERVICES (PRIVATE) LIMITED Centrepoint Management Services (Private) Limited (“CMSPL”) was incorporated on August 10, 2011 in Pakistan as a private limited company. The principal activity of CMSPL is to provide building maintenance services to all kinds and description of residential and commercial buildings. The main objective is to establish, run, maintain and carry on business as maintenance and /or building management company as operators, caretakers, developers, contractors and decorators for maintenance and management of residential and commercial buildings, offices and immovable properties of all kinds and description. During the year 2014, CMSPL has started its business activities and operations by providing maintenance and other services under the terms of agreement to the CENTREPOINT project of the holding company. Currently CMSPL is in the start-up phase and fully supported by the financial support of the holding company to achieve its full potential in order to generate adequate profits and generate positive cash flows.

Centrepoint Management Services (Amount in PKR) Paid up capital

1,000

1,000,000

1,000,000

1,000,000

1HF FY16 1,000,000

Equity

1,096,863

1,301,588

(56,863,219)

(171,743,388)

(215,846,816)

Profit/(Loss) After Tax

1,095,863

794,275

(58,164,807)

(114,880,169)

(44,103,428)

10,969

13.01

N/A

N/A

N/A

Breakup value per share – (PKR) Earnings/(Loss) per share – (PKR) Dividends Paid – (%)

5.5

FY12

FY13

FY14

FY15

10,959

7.94

(582)

(1,149)

(441)

-

-

-

-

-

DETAILS AND SALIENT FEATURES OF CENTREPOINT 5.5.1

Project Overview

Centrepoint is designed by the region’s leading team of professionals as a 385 ft. high, landmark in Karachi’s architecture. The 28 storeyed project is being constructed on 26,226 sq. ft. (2,914 sq. yds.) of land opposite KPT Interchange on Shaheed-e-Millat Expressway, and offers 202,732 sq. ft. of rentable space (total project area: 356,164 sq. ft.).

49

Prospectus – TPL Properties Limited

The following is project detail: S.No

1.

2. 3. 4. 5.

6.

7. 8.

Details

Particulars

Property details owners name etc.

the area of the total land of the project, Number of floor of the building, the Covered area of all floors, the rentable area, Area which has been rented out to the tenants (the tenants which are associate shall be specifically mentioned), the area which could be sold, covered area of parking space,

The Property is owned by TPL Properties Limited. Centrepoint is built on leasehold land. The property is Subdivided Residential/Commercial Plot bearing no. 66/3-2, measuring 2,914 square yards with a construction of ground plus twenty six (26) upper floors, situated in Deh Drigh Road, Taluka Shah Faisal, District Korangi, Karachi. 2,914 Square Yards Ground plus Twenty Six (26) Floors 356,164 Square Feet 202,732 Square Feet Total: 197,810 Square Feet Associates: 41,387 Square Feet Non-Associates: 156,423 Square Feet Nil 143,168 Square Feet

9.

Rental Amount

Monthly – PKR 30,338,051 Annually – PKR 364,056,607

10.

Total useful life of the building,

100 Years

11.

The mechanism for maintenance of the project building.

The Building is maintained through a wholly owned subsidiary by the name of Centrepoint Management Services (Pvt) Limited under property management agreement.

12

Average existing monthly rental

PKR 147.11 per sq. ft.

50

Prospectus – TPL Properties Limited

13 14 15 16 17 18 19 20 21 22 23 24

25 26 27 28

Average monthly rental under Income Capitalization Carrying value without revaluation Valuation as per 31st December, 2015 financial statement Name of the Valuer Valuation Type Date of Valuation – Asset based Market Value – Asset based valuation Forced Sale Value – Asset based valuation (25% discount factor) Name of the Valuer Type of Valuation Date of Valuation Market Value (PKR) – Income Capitalization approach Forced Sale Value (PKR) – Income capitalization approach (25% discount factor) Date of purchase of land Date of commencement of construction/civil works Date of Completion of project

PKR 170 per sq. ft. PKR 3,978,688,420 PKR 4,727,869,879 Oceanic Surveryors (Pvt.) Limited Asset based valuation 22-05-2015 PKR 5,025,000,000 PKR 3,768,750,000 Oceanic Surveryors (Pvt.) Limited Income capitalization approach 01-06-2015 5,276,450,000

3,957,330,000 September 2005 September, 2007 May, 2013

The building offers state of the art facilities, including built in Information Technology infrastructure, international standards of security and fire safety, 9 floors of dedicated parking, and in-house independent power generation. Additionally, Centrepoint features a health club, swimming pool, coffee bar, cafeteria and luxurious reception spaces making it an ideal rental choice for high end corporations. Centrepoint has been graded “PG1” by PACRA. This is the highest grading given by them to a real estate project in Pakistan. The Company has obtained NOC from Sind Environmental protection agency. Furthermore a due diligence certificate from a lawyer and all necessary approvals/ permissions/ NOCs of the concerned local authorities required prior to start of project as per local byelaws has been obtained. Valuation Summary Centrepoint was valued by Oceanic Surveyors (Pvt.) Limited. The valuation amounts were determined and established based on physical assessment. The core team of valuator visited the site on May 5, 2015 and subsequent dates. For the assessment of value, valuator segmented the entire building into four broad classifications:  

Land, Building, 51

Prospectus – TPL Properties Limited

 

Plant, Machinery & Equipment, & Utilities & Allied Costs. Each of the aforesaid segments was valued on the Asset Based Valuation Method with underlying assumptions / doctrines. Fees paid to Architects, Surveyors, Engineers and Consultants along with the cost of additional requirements of local authorities were also included in the cost of Project. The valuation report was completed on May 22, 2015. The Project value along with its allied facilities as per the Valuation report is given hereunder: Description Amount (PKR) Land Building / Civil Works Plant, Machinery & Equipment Utilities, Consultancy & Other Allied Cost Bank Markup Estimated Cost / Value of the Project Forced Sale Factor Estimated Forced Sale Value

2015 865,000,000 3,015,000,000 706,000,000 439,000,000 5,025,000,000 25% 3,768,750,000

2010 509,950,000 929,983,400 129,952,953 1,569,886,353 20% 1,255,909,082

The Company has made payment to all parties associated with construction and finalization of the project and the amount payable to the remaining parties as per contractual obligation is stated under note 1.16.1.1 of the Auditor’s Report given in Para 6.1. The amount payable to parties as at 31st December 2015 is PKR 29,697,405. Name of Parties

31-Dec-15 (Rupees)

AAA Partnership (Private) Limited - Total contract value - Paid upto last year by the Holding Company - Paid during the period / year by the Holding Company Balance commitment

32,074,600 (31,924,600) (150,000) -

Nadeem Associates - Total contract value - Paid upto last year by the Holding Company - Paid during the period / year by the Holding Company Balance commitment

22,976,262 (19,950,217) (1,711,959) 1,314,086

Power Professionals and Engineers - Total contract value - Paid upto last year by the Holding Company - Paid during the period / year by the Holding Company Balance commitment

62,588,574 (50,158,181) (2,000,000) 10,430,393

Kaaf Engineers - Total contract value - Paid upto last year by the Holding Company - Paid during the period / year by the Holding Company Balance commitment

44,000,199 (41,529,396) (2,000,000) 470,803

Al Shafi Enterprises - Total contract value - Paid upto last year by the Holding Company

160,717,963 (159,972,688)

52

Prospectus – TPL Properties Limited

- Paid during the period / year by the Holding Company Balance commitment

(745,275) -

Hitech Engineering Services - Total contract value - Paid upto last year by the Holding Company - Paid during the period / year by the Holding Company Balance commitment

225,657,030 (213,525,286) (3,000,000) 9,131,744

Premier Systems (Private) Limited - Total contract value - Paid during the year by CMS - Paid during the period / year by CMS Balance commitment

35,415,889 (27,639,620) (4,000,000) 3,776,269

H.K. Shah Electronics - Total contract value - Paid upto last year by CMS - Paid during the period / year by CMS Balance commitment

44,444,250 (43,540,662) 903,588

Telecom Engineering Company - Total contract value - Paid upto last year by CMS - Paid during the period / year by CMS Balance commitment

35,090,936 (32,708,272) (2,000,000) 382,664

Pioneer Engineering Services - Total contract value - Paid upto last year by CMS - Paid during the period / year by CMS Balance commitment

30,749,675 (27,011,342) (2,000,000) 1,738,333

Instrumentation and Management System - Total contract value - Paid upto last year by CMS - Paid during the period / year by CMS Balance commitment

16,754,322 (14,204,797) (1,000,000) 1,549,525

Total Commitments

29,697,405

The following is the list of charges on property: -

Habib Bank Limited   

-

1st Equitable Mortgage over property PKR 2,800,000,000 1st charge over current assets PKR 2,800,000,000 1st charge over fixed assets PKR 2,800,000,000

Summit Bank Limited  

Ranking Charge on Property PKR 267,000,000 Ranking charge over current assets PKR 267,000,000 53

Prospectus – TPL Properties Limited

Business Plan Real estate activity in Pakistan after witnessing subdued performance has lately picked up. The sector has strong investment potential for local investors as well as Pakistani diaspora based overseas. The real estate sector is expanding rapidly and new projects are being launched daily by several known and new developers across Pakistan. As per State Bank of Pakistan’s data, construction activity has witnessed a rising trend over the last decade especially since the past three years Taking advantage of the growth of this sector over the past few years and the future potential of the sector, the Company after successful completion and letting out of all its space in Centrepoint in a record time, sees the demand for high quality construction to grow be it in housing, high end residential buildings or commercial office complexes such as Centrepoint which has set new benchmarks for quality buildings in Pakistan The Company’s strategy would be to take one project at a time to ensure quality and on time delivery and it believes it now has a track record which very few developers in Pakistan do. Further the Company has the requisite technical and experienced staff including Civil, MEP, ICT and Security to plan, oversee, complete and deliver the upcoming project(s) on time while delivering on quality. It has in-house Operations, including Power Generation, Air-conditioning, Water treatment supported by a team of leading experts in their respective fields Financial Projections* Profit & Loss (Standalone) PKR (million) Revenue Direct operating costs

1HFY16 A

FY16 E

FY17 F

FY18 F

FY19 F

FY20 F

180

355

370

407

447

492

(5)

(11)

(15)

(16)

(16)

(17)

Operating Profit

175

344

356

391

431

474

Admin & general expenses

(44)

(67)

(59)

(35)

(37)

(39)

Other operating expenses

(58)

(58)

-

-

-

-

20

23

31

31

31

31

(112)

(222)

(185)

(174)

(156)

(129)

(19)

19

143

213

269

337

WWF

-

(1)

(2)

(4)

(5)

(6)

Property tax

-

(1)

(1)

(1)

(1)

(1)

Non-operating income Finance cost Profit before taxation

Corporate tax Profit after taxation without gain on revaluation

(7)

(10)

(23)

(35)

(50)

(69)

(25)

8

116

173

213

261

0

217

228

239

251

264

(25)

225

344

412

464

524

Gain on revaluation of property Profit after taxation with gain on revaluation Profit & Loss (Consolidated) PKR (million)

1HFY16 A

FY16 E

FY17 F

FY18 F

FY19 F

FY20 F

Revenue

243

505

565

613

667

725

Direct operating costs

(60)

(124)

(131)

(136)

(142)

(149)

Operating Profit

183

382

434

477

525

576

(136)

(193)

(127)

(106)

(109)

(114)

4

5

20

21

21

21

(135)

(259)

(197)

(180)

(159)

(131)

(84)

(65)

129

212

277

350

-

(1)

(2)

(4)

(5)

(6)

Admin & general expenses Non-operating income Finance cost Profit before taxation WWF

54

Prospectus – TPL Properties Limited

Property tax

-

(1)

(1)

(1)

(1)

(1)

15

10

(25)

(37)

(52)

(72)

-

-

-

-

-

(2)

(69)

(56)

101

170

219

270

0

217

228

239

251

264

(69)

161

329

409

470

534

Corporate tax Deferred tax charge Profit after taxation without gain on revaluation Gain on revaluation of property Profit after taxation with gain on revaluation

*These projections have been done independently by KPMG. These projections of anticipated future performance of the Company reflect various assumptions and best estimates made by the Company. There are no assurances that such financial projections will be realized or that actual returns or results will not be materially lower than those estimated herein. The projections must not be regarded as promise by the Company. The Public/Investors are advised to conduct their own independent due diligence and analysis before making any investment decision. **Gain on investment property is non-distributable to shareholders of the Company in dividend as specified in section 248 of Companies Ordinance, 1984. Balance Sheet - Standalone PKR (million) Investment property Non Current Assets Current assets Total assets Long term financing Non Current Liabilities Current Liabilities Total liabilities Net Assets Issued, paid up & subscribed Share premium Accumulated profit Total Equity

1HFY16 A 4,337 4,615 253 4,868 1,976 2,222 596 2,817 2,050 1,443 58 550 2,050

FY16 E 4,554 4,957 204 5,161 2,100 2,331 429 2,761 2,400 1,523 78 800 2,400

FY17 F 4,782 5,283 524 5,807 1,885 2,116 250 2,366 3,441 2,080 217 1,144 3,441

FY18 F 5,021 5,522 501 6,023 1,680 1,900 270 2,170 3,853 2,080 217 1,556 3,853

FY19 F 5,272 5,772 469 6,241 1,412 1,632 291 1,924 4,317 2,080 217 2,020 4,317

FY20 F 5,535 6,035 416 6,450 1,071 1,291 318 1,609 4,841 2,080 217 2,544 4,841

Balance Sheet - Consolidated PKR (million) Investment property Non Current Assets Current assets Total assets Long term financing Non Current Liabilities Current Liabilities Total liabilities Net Assets Issued, paid up & subscribed Share premium Accumulated profit Total Equity

1HFY16 A 4,337 4,818 208 5,026 2,100 2,649 565 3,214 1,811 1,443 58 311 1,811

FY16 E 4,554 5,017 155 5,172 2,100 2,526 505 3,031 2,141 1,523 78 541 2,141

FY17 F 4,782 5,212 462 5,674 1,885 2,144 363 2,507 3,167 2,080 217 870 3,167

FY18 F 5,021 5,421 436 5,857 1,680 1,915 366 2,281 3,576 2,080 217 1,279 3,576

FY19 F 5,272 5,646 425 6,070 1,412 1,631 394 2,025 4,046 2,080 217 1,749 4,046

FY20 F 5,535 5,901 395 6,296 1,071 1,290 427 1,717 4,580 2,080 217 2,282 4,580

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Cashflow - Standalone PKR (million) Profit before tax Depreciation Finance cost Valuation gain on investment property / Non cash items Profit after non cash item adjustments Changes in working capital Net cash generated / (used) in operating activities Net cash generated / (used) in investing activities Net cash generated from financing activities Net cash generated during the year Cash & cash equivalents at beginning Closing cash

1HFY16 A (19) 1 95

2HFY16 E 255 0 110

FY17 F 370 2 185

FY18 F 452 1 174

FY19 F 520 1 156

FY20 F 601 1 129

57 135 (145) (146) (137) 134 (149) 178 29

(217) 150 83 73 (350) 309 32 29 61

(228) 330 (0) 145 (0) (68) 76 61 137

(239) 388 7 189 (0) (216) (28) 137 109

(251) 426 38 263 (0) (268) (5) 109 104

(264) 467 40 316 (0) (341) (26) 104 78

1HFY16 A (84) 18 135

2HFY16 E 236 19 123

FY17 F 357 34 197

FY18 F 451 30 180

FY19 F 528 27 159

FY20 F 614 26 131

57 126 (117) (149) (82) 80 (151) 181 30

(217) 161 70 60 (2) (23) 35 30 65

(228) 360 43 197 (0) (136) 61 65 127

(239) 422 22 208 (1) (229) (21) 127 105

(251) 463 25 280 (0) (284) (5) 105 100

(264) 508 28 338 (20) (341) (22) 100 78

Cashflow - Consolidated PKR (million) Profit before tax Depreciation Finance cost Valuation gain on investment property / Non cash items Profit after non cash item adjustments Changes in working capital Net cash generated / (used) in operating activities Net cash generated / (used) in investing activities Net cash generated from financing activities Net cash generated during the year Cash & cash equivalents at beginning Closing cash

5.5.2

Key Features

Location The project is located in the centre of Karachi’s business, residential and industrial districts, with quick and easy access within 15 to 20 minutes from the financial hub of I.I. Chundrigar Road, Clifton, Defence, Korangi Industrial Area, Sharah-e-Faisal, Gulshan-e-Iqbal and Airport. According to a Colliers survey, 62% respondents identified ease of access as a key factor for corporate tenants. The following is the location map of Centrepoint:

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High End Structure & Seismic Design Centrepoint is a state of the art project which has been constructed based on immaculate planning and using high quality material. The façade design of Centrepoint consists of a glass curtain wall which provides a panoramic view to the occupants. The structural and foundation system of Centrepoint has been designed for seismic loads (earthquakes) as per highest international standards complying with Seismic Zone 2B (moderate) and Earthquake Resistance at a magnitude of 5.6 to 6.6 on the Richter Scale. Karachi is categorized in Seismic Zone 2B (Source: Pakistan Building Code, 2007) to sustain earthquake at a magnitude of upto 5.0 on the Richter scale. Centrepoint has been designed on a upgraded Seismic Zone 2B to sustain higher magnitude earthquake. Standalone Power Centrepoint is equipped with 2 x 1 MW gas generators for independent power supply and 2 x 1 MW diesel generators for backup. In addition to the uninterrupted 24/7 power supply, the generators, coupled with the heat recovery systems are expected to provide savings over using electricity from K Electric. Energy efficient building High quality energy efficient glass façade has been designed to minimize access of sunlight into the building in order to save on energy and air conditioning costs. Gas generators with 80% efficiency rating has been utilized for power production and waste heat from the generators is used for operating multi-energy absorption chillers which saves gas energy over direct fired chillers. Additionally sandwiched bus bars have been utilized for power distribution to minimize system losses. Internationally accepted fire safety standards Fire safety and security measures adhere to international standards for office buildings. Some of the fire safety measures include:   

Two fire escape staircases (front & rear) Two fire hose cabinets on each floor, with fire extinguishers Sprinkler system on every floor including parking floors 57

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 

Fire detection system in compliance with NFPA 72 All ducts have automatic fire dampers

Built-in Information Technology setup Centrepoint has a built-in I.T. infrastructure with two independent optical fibre cables with 100% back-up. In addition to the I.T. backbone, the building is also be equipped with switching, security and access controls. Tenants have ready connectivity (including Voice over IP) from day one. Centrepoint also provide tenants with space for hosting backend servers and provides for the maintenance and operations of these systems. Security A multi-tiered physical, human and electronic security system has been put in place on the premises and all entry points have controlled access, with a state-of-the-art centralized system. Security buffer zones have been set-up on the periphery of the property that utilizes the latest in security advancements. Other security features of Centrepoint include:        

Automatic elevator recall and voice evacuation systems Metal detectors and smart gates RFID Turnstiles and blast barriers Biometric Recognition for secure access to key locations Fence and perimeter protection system will ensure a considerable level of external security RFID enabled Parking Management system Latest integrated building management systems The tenants will be able to use the same technology for integrating their own security and control systems

5.5.3

Leading Team of Consultants and Engineers

TPL Properties appointed the leading architectural, engineering, security and project management teams to ensure a high quality product and timely completion of the project. The project team includes: Arcop Associates (Pvt.) Limited (Architects) Arcop Associates (Pvt.) Limited is part of the Le Groupe Arcop, an architecture and design firm based in Canada. The Group has been in existence since 1955 and has offices in 4 countries. The Company has presence in Pakistan, Canada, India and Muscat. Mushtaq and Bilal (“M&B”) (Structural) Founded in 1975, M&B is a leading consulting engineering firm providing one of the most comprehensive suite of engineering services in Pakistan. M&B has already designed more than 1,000 projects to date in Pakistan, the Middle East and the United States of America including the JW Marriot and the River Plaza in Chicago. S. Mehboob & Company (“SMC”) (M.E.P.) Established in 1980, SMC is a full service mechanical, electrical and plumbing (“M.E.P”) consulting engineering company. SMC has completed designs for a diverse group of projects including high and low rise office buildings, hospitals, airline catering, hotels, retail stores, and airports. 58

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AAA Partnership (Pvt.) Limited (“AAA”) (Project Managers) Founded in 1992 AAA stands amongst the leading independent Project & Construction Management firms in Pakistan. AAA has managed high profile projects such as the MCB Tower and Faysal House and has handed over projects worth approximately USD 50 Million during the last three years. Associated Constructors (Civil works and Architectural Contractor) Associated Constructors was incorporated in 1966 and has been recognized as one of the premier civil construction and engineering companies of Pakistan. The company has a reputation for professional management and high quality workmanship. Salman Ansari Technology Consultants (ICT and Security) Salman Ansari Technology Consultants was established in 1993 as a unique social and economic purpose consulting services organization specializing in “Information and Communication Technology (ICT) Integration Projects 5.6

SECTOR OVERVIEW 5.6.1

Economic Outlook and Regulatory Framework

Investments is pouring in from international investors from UAE, Singapore, Malaysia, China etc. who have committed for US$ 43 billion on two islands of Bin Qasim, US$68 billion on a New City Project in Hawksbay, Karachi and are also executing mega housing projects in Lahore, Gwadar, Mangla & DHA Karachi and Islamabad 1. Although Pakistan’s real estate industry is one of the largest industries in the country, it is also one of the most fragmented, with few established, nationwide, professional developers. Army and state owned organizations dominate the market share of the mid and upper tier residential market while private developers have historically met challenges associated with funding and technical expertise. Furthermore the market currently lacks sophisticated real estate financial instruments and products which could allow investors more innovative methods to partake in yields from real estate assets. Such instruments could serve to unlock considerable value in this developing sector. In that vein, the SECP has recently announced Real Estate Investment Trust Regulations, 2015 for the issuance of REITs in order to encourage investment in the sector. 5.6.2

Market Overview

Considered as a hedge against inflation and rupee depreciation, Pakistan’s Real Estate sector continues to attract investment from both local and foreign avenues hence accounting for 2% of the national GDP2. Currently, 34% of Pakistan’s total population resides in urban areas and by 2030, the urban cities are expected to accommodate 50% of the total count3. Hence, the anticipated rate of urbanization will positively influence the property demand in Pakistan along with an upward pricing pressure. Currently, Pakistan offers increased opportunities for real estate developers for construction of residential and commercial properties hence catering to the continued spike in demand. With 1

http://www.buildasia.net/page.php?id=143 Pakistan Bureau of Statistics 3 “Urbanization trend and urban population projections of Pakistan using weighted approach” Published by Department of Statistics, University, of Agriculture Peshawar 2

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recent residential projects like EMAAR Pakistan, Bahria Town and DHA Housing Society, wealthy buyers and active investors have been seen buying property for sale in Pakistan, considering the prevailing scenario to be a favorable time to invest in Pakistan Real Estate sector. Commercial Real Estate in Karachi In addition to being the provincial capital of Sindh, Karachi is the most populous city of Pakistan and the second most populous city of the world4. Labeled as the city of lights, Karachi is the financial and commercial hub of Pakistan with its GDP accounting 20% to the local GDP5. The area of Saddar is considered to be the conventional Central Business District of Karachi with I.I. Chundrigar Road providing office space to numerous local and foreign companies. However, due to saturation of this area, problems like overcrowding and traffic congestion have made adjacent areas like Clifton and Defence a more convenient and preferred office space supply with better qualities and improved services. In recent years, the trend of owning the office space has switched to renting the occupancy in a more well accomplished and secure commercial building. Given the prevailing law and order situation of Karachi, security has become a major concern particularly for multinationals and local giants. Hence, the idea of renting space in a modern commercial building with upgraded security measures has pretty much spurred the demand for commercial Real Estate properties in Karachi. Prominent such examples are the Harbor Front, Ocean Towers and Centrepoint commercial centers which have been preferred by renowned local and foreign companies. Henceforth, owing to aggressive urbanization, increasing demand, lack of premium office space supply and positive sectoral outlook, various opportunities lie for commercial real estate developers to initiate and execute profitable ventures. Demand The banking sector, energy, telecom and consumer based multinationals continued to be the most active demand drivers for office space in Karachi. Central business district (“CBD”) & OffCBD locations recorded bulk of the total absorption while suburban locations such as Shaheede-Millat Expressway near Korangi, University Road near Civic Centre, Shahrah-e-Faisal near Airport are projected to attract demand for offices. Rental Market Multinational companies continued to concentrate on M.T. Khan Road, Clifton, Civil Lines, Chundrigar Road, Shahrah-e-Faisal and limited sections near DHA with a number of offices shifting in Korangi Industrial Area and M.T. Khan warehousing areas. Effective Rents There are limited high quality centrally air-conditioned commercial buildings in Karachi and rent for these offices ranges from PKR 200-250/sq. ft. per month. Rent for non-air-conditioned high quality offices in the above mentioned areas ranges from PKR 95 -120/sq. ft. per month 5.7

RISK FACTORS 5.7.1

4 5

Business Risk

"Largest cities and their mayors in 2011". City Mayors. Retrieved 5 February 2010 Social Policy and Development Center. "Provincial Accounts of Pakistan: Methodology and Estimates"

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Decrease in demand for commercial office space may have an adverse impact on its profitability. Also, any decrease in rentals may also negatively impact Company’s profitability. 5.7.2

Operational Risk

The Company may not have sufficient expertise to operate the project. 5.7.3

Credit Risk

Credit risk is the risk of loss arising from default by a creditor or counterparty. In this case, default may occur due to the tenants’ non-payment of rent. 5.7.4

Economic Risk (Higher Interest Rate Risk)

The Company’s financial performance may be adversely effected by any change in prevalent discount rate (policy rate) i.e. any increase in discount rate may have negative impact on future profitability. 5.7.5

Real Estate Sector Growth Risk

The growth in real estate sector is largely dependent upon the economic conditions prevailing in the country. An economic slowdown in the country may adversely affect the growth and performance of the real estate sector. 5.7.6

Risk of Physical Damage

There is a risk of physical impairment to property and equipment of the Company. In this case, there is a risk of damage due to natural calamities to the Company’s existing project. 5.7.7

Capital Market Risk

Price of shares will depend on the stock market behavior and performance of the Company. Hence, price may rise or fall and result in increase or decrease in the value of shares of the Company. 5.7.8

Occupancy Risk

There is a risk of occupancy levels dropping in the future which may affect the financial performance of the Company. 5.7.9

Diversification Risk

There is a risk of Company’s revenue being dependent on one particular buyer or market.

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5.7.10

Financial Risk

The main asset of TPLPL i.e. Center Point Building, which represents 89% of the total assets of the Company is mortgaged with Habib Bank Limited against outstanding debt of PKR 2,071 million (as at December 31, 2016) 5.7.11

Risk of High Leverage

Due to highly leveraged position of TPLPL, the revenue generated from operations would be primarily used for debt servicing, financial viability of the Company is dependent on timely debt servicing. 5.7.12

Group Dependency Risk

Out of 10 tenants, 6 tenants are group/associated companies owing to common shareholders/ directors. The following table provides break up of total rental income vs. rentals from group/associates: Amounts (PKR mn) Total Revenue Group Revenue

5.7.13

2015 A 232 135 58%

2016 E 351 165 47%

Financial Projection Risk

Financial projections of anticipated future performance of the Company given in this Prospectus reflect various assumptions and best estimates made by the Company. There are no assurances that such financial projections will be realized or that actual returns or results will not be materially lower than those estimated in this Prospectus. The projections must not be regarded as promise by the Company. The Public / Investors are advised to conduct their own independent due diligence and analysis before making any investment decision. 5.7.14

Risk of Lower Returns

The return of the project to investors in the form of dividends and price appreciation may be negligible, whereas, investors would be exposed to equity risk (market price risk, liquidity risk, etc.) as well as real estate risk (valuation risk, title risk, tenancy risk, foreclosure risk, etc.). 5.7.15

Under-subscription Risk

There is a risk that the public Issue may get under-subscribed on account of lack of investors’ interest. NOTE: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN CONCEALED IN THIS RESPECT.

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PART 6 6

FINANCIAL INFORMATION

6.1

AUDITORS REPORT UNDER CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF TPL PROPERTIES LIMITED 6.1.1

AUDITORS REPORT ON STANDALONE BASIS

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6.1.2

AUDITORS REPORT ON CONSOLIDATED BASIS

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6.1.3

SHARE BREAK-UP VALUE CERTIFICATE

Management Note on Break-Up Value of Shares Post-Right Issue

Issued, subscribed and paid-up capital Share Premium Accumulated profit Total shareholders' equity (A) Outstanding number of ordinary shares of PKR 10.00/- each (subscribed and paid-up)* (B) Break-up value per ordinary share PKR 10.00/- each (Rupees) (C = A / B)

Unconsolidated Consolidated ---------- Rupees--------1,522,500,000 1,522,500,000 77,806,000 77,806,000 659,506,012 422,051,108 2,259,812,012 2,022,357,108 152,250,000

152,250,000

14.84

13.28

*This includes newly issued shares of 8,000,000/- at a Price of PKR 12.50/-

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6.1.4 AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY

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Note: Mr. Waqar Ahmed Malik s/o Manzoor Ahmed Malik resident of House No. 139, 29 th Street, Khayaban-e-Qasim, Phase VIII, DHA, Karachi, has acquired 500,000 shares of TPLPL from Zubaida Nasim wife of Mr. Nasim Ahmed Ghuman and Muhammad Farooq s/o Mr. Mohammad Younus.

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6.1.5

SUMMARY OF FINANCIAL HIGHLIGHTS

On Standalone Basis (Amounts in PKR ‘000) Sales Gross Profit Operating Profit (loss) Fair value adjustment Profit (loss) before Taxation Profit (loss) after Taxation Non-Current Assets Current Assets Total Assets Non-Current Liabilities Current Liabilities Total Liabilities Total Equity

FY11 (6,819) (6,819) (6,819) 1,807,932 14,062 1,821,994 732,078 732,078 1,089,915

FY12

FY13

(4,335) (4,335) (4,335) 2,518,758 506,428 3,025,186 1,918,298 21,307 1,939,605 1,085,581

(1,045) (1,045) (1,045) 3,178,622 280,612 3,459,234 1,976,510 398,188 2,374,698 1,084,536

FY14

FY15

68,080 60,381 35,762 431,675 520,510 516,443 4,185,656 123,858 4,309,514 2,252,019 456,516 2,708,535 1,600,979

231,904 220,335 109,533 317,506 203,765 183,885 4,587,892 270,783 4,858,674 2,782,970 290,840 3,073,810 1,784,864

1HF16 180,213 174,784 72,839 (18,819) (25,358) 4,683,258 182,957 4,866,214 2,192,415 513,987 2,706,402 2,159,812

*Based on consolidated financial statements

On Consolidated Basis Amounts in PKR ‘000) Sales Gross Profit Operating Profit Fair value adjustment Profit before Taxation Profit after Taxation Non-Current Assets Current Assets Total Assets Non-Current Liabilities Current Liabilities Total Liabilities Total Equity 6.1.6

FY11

FY12

FY13

(6,819)

(4,635)

1516

(6,819) (6,819) 1,807,932 14,062 1,821,994 732,078 732,078 1,089,915

(3,289) (3,289) 2,465,927 560,407 3,026,334 1,918,298 21,409 1,939,707 1,086,627

(1,516) (1,790) 3,480,216 273,106 3,753,323 2,199,804 468,681 2,668,485 1,084,837

FY14 76,883 20,089 (11,846) 410,440 425,438 437,671 4,433,009 178,003 4,611,012 2,515,633 572,871 3,088,505 1,522,508

FY15

1HF16

289,685 147,454 4,478 317,506 35,519 69,005 4,789,155 294,994 5,084,150 2,926,679 565,959 3,492,637 1,591,512

243,059 183,137 47,302 (84,194) (69,461) 4,817,654 208,140 5,025,793 2,290,869 812,568 3,103,436 1,922,357

DETAIL BREAK UP OF FINANCIALS – FOR THE LAST TWO YEARS AND SIX MONTHS

Standalone Rental income Direct operating costs Gross Profit Administrative and general expenses Profit from core operations Exchange Gain / (loss) Other operating expenses Other income Profit before interest and tax Finance cost Taxation

1HF 16 180,212,760 (5,428,566) 174,784,194 (44,162,044) 130,622,150 (57,400,000) (382,663) 20,360,964 93,200,451 (112,019,176) (6,539,065)

FY15 231,904,092 (11,569,484) 220,334,608 (47,738,642) 172,595,966 (59,449,530) (3,613,431) 30,929,770 140,462,775 (254,204,115) (19,880,294)

FY14 68,079,862 (7,698,944) 60,380,918 (14,021,111) 46,359,807 131,171,301 (10,598,108) 9,203,838 176,136,838 (87,301,711) (4,066,714) 91

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Profit / (loss) after tax without revaluation gain Valuation gain on investment property Profit / (loss) after tax with revaluation gain

Consolidated Revenue Direct operating costs Gross Profit Administrative and general expenses Profit from core operations Exchange Gain / (loss) Other operating expenses Other income Profit before interest and tax Finance cost Taxation Profit / (loss) after tax without revaluation gain Valuation gain on investment property Profit / (loss) after tax with revaluation gain 6.1.7

(25,357,790) 0 (25,357,790)

(133,621,634) 317,506,439 183,884,805

84,768,413 431,675,020 516,443,433

1HF 16 243,059,074 (59,921,656) 183,137,418 (78,053,233) 105,084,185 (57,400,000) (382,663) 3,807,773 51,109,295 (135,303,234) 14,732,721

FY15 289,684,762 (142,230,709) 147,454,053 (79,912,952) 67,541,101 (59,449,530) (3,613,431) 9,978,982 14,457,122 (296,444,805) 33,485,870

FY14 76,883,441 (56,794,351) 20,089,090 (19,513,680) 575,410 131,171,301 (12,421,527) 4,953,909 124,279,093 (109,280,860) 12,232,340

(69,461,218) 0 (69,461,218)

(248,501,813) 317,506,439 69,004,626

27,230,573 410,439,965 437,670,538

FINANCIAL RATIOS

On Standalone Basis Gross Profit (%) Operating Profit (%) Net Profit (%) Return on Equity (%) Return on Assets (%) Earnings Per Share (PKR) Price to Earnings (times)* Book Value Per Share (PKR) No. of Shares (mn)

FY11 N/A N/A N/A -0.63% -0.37% (0.06) N/A 9.91 110

FY12 N/A N/A N/A -0.40% -0.14% (0.04) N/A 9.87 110

FY13 N/A N/A N/A -0.10% -0.03% (0.01) N/A 9.86 110

FY14 89% 53% 759% 32.26% 11.98% 4.69 2.66 14.55 110

FY15 95% 47% 79% 10.30% 3.78% 1.67 7.48 16.23 110

1HF16 97% 41% (14%) (1.29%) (0.52%) (0.18) N/A 14.97 144.25

Consolidated Basis* Gross Profit (%) Operating Profit (%) Net Profit (%) Return on Equity (%) Return on Assets (%) Earnings Per Share (PKR) Price to Earnings (times) Book Value Per Share (PKR) No. of Shares (mn)

FY11 N/A N/A N/A -1% 0% (0.06) N/A 9.91 110

FY12 N/A N/A N/A 0% 0% (0.03) N/A 9.88 110

FY13 N/A N/A N/A 0% 0% (0.02) N/A 9.86 110

FY14 26% -15% 569% 29% 9% 3.98 3.14 13.84 110

FY15 51% 2% 24% 4% 1% 0.63 19.84 14.47 110

1HF16 75% 19% -29% (4%) (1%) (0.48) N/A 13.33 144.25

*Based on consolidated financial statements

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6.1.8

DETAILS OF OUTSTANDING BORROWINGS

Break up of Loans Amounts (mn) Musharaka Finance* 2,071 Short term borrowing 200 Due to related parties** 210 Total 2,481 *The Debt Service Coverage Ratio (“DSCR”) for the Company based on the Standalone Accounts is as follows: Profit Before Taxation 236,297,657 Finance Cost 222,238,179 Gain on FV of Property 216,851,882 Depreciation Expense 2,931,106 1 EBITDA 244,615,060 Current Maturity of Long term Debt2 3 Financial Expense 222,238,179 DSCR 1.10 1 EBITDA calculated on the basis of financial projections for FY16 provided by the Company and assessed for reasonableness by the KPMG Taseer Hadi & Co. 2 Current maturity as provided in the Audited Standalone Financial Statement for the Company for the FY15. 3 Financial Expense calculated on the basis of financial projections for FY16 provided by the Company and assessed for reasonableness by the KPMG Taseer Hadi & Co. **This includes: 1. A loan of PKR 175 million from TPL Trakker Ltd at a markup rate of 14%. Subsequently, the Company has initiated the process to reduce the markup on this loan to 3months KIBOR + 4% (this has been approved in the meeting of Board of Directors of TPL Trakker Ltd on May 10, 2016. Subsequently, this was approved in the EOGM held on June 07, 2016). 2. As at December 31, 2015, a loan of PKR 35 million on a standalone basis (PKR 100 million on a consolidated basis)(1) was outstanding from TPL Holdings (Pvt.) Ltd. Accordingly, the loan amount of PKR 100 million has been converted in to equity on June 08, 2016

(1)

Lender TPL Holdings (Pvt) Ltd

Principal (PKR mn) 94

Markup (PKR mn) 6

Total (PKR mn) 100

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PART 7 7

MANAGEMENT

7.1

BOARD OF DIRECTORS OF THE COMPANY

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S. No.

Name and Address

Jameel Yusuf Ahmed 1 37-L-1, Block 6, PECHS, Karachi.

Muhammad Ali Jameel 2

House # 79, 3rd Street, Off Khayaban e Seher, Phase 6, DHA, Karachi.

Designation     Chairman        Director / Chief Executive Officer     

Bilal Alibhai 3

5

6

7

8

7.2

House # 153, Street 7, Defence Officers Housing Scheme Phase 1, Malir Cantt., Karachi. Ziad Bashir House # B-37, KDA Scheme 1, Karsaz Road, Karachi. Ali Asgher 404, M.L. Tower, JM-107, Mirza Qaleej Baig Road, Parsi Colony, Near Old Numaish, Karachi. Yousuf Zohaib Ali A-306, Burhani Bagh SF2 Block E, North Nazimabad, Karachi. Vice Admiral (R) Muhammad Shafi, HI(M) House # B-71, Naval Housing Scheme, Zamazam, Clifton, Karachi.

TPL Trakker Limited TPL Direct Insurance Limited TPL Logistics (Private) Limited TPL Direct Finance (Private) Limited Centrepoint Management Services (Private) Limited TPL Holdings (Private) Limited AsiaCare Health & Life Insurance Co. Ltd TPL Trakker Limited TPL Direct Insurance Limited TPL Logistics (Private) Limited TPL Direct Finance (Private) Limited Centrepoint Management Services (Private) Limited TPL Holdings (Private) Limited TPL Rupiya (Pvt.) Limited Agriauto Industries Limited Habib Asset Management Limited AsiaCare Health & Life Insurance Co. Ltd TRG Pakistan Limited

Director

 

TPL Holdings (PVT.) Limited TPL Trakker Limited

Director

 

TPL Trakker Limited Ali Gohar Life Sciences (Pvt.) Ltd

Director

 

Gul Ahmed Textile Mill Limited Arwen Tech (Private) Limited

40-M, Block 6, PECHS, Karachi. Syed Zafar-ul-Hasan Naqvi 4

Directorship in Other Companies

Director /  CFO

Director

 

Director 

None

TPL Rupiya (Pvt.) Limited AsiaCare Health & Life Insurance Co. Ltd

None

OVER DUE LOANS There are no overdue loans (both foreign and local currency) on the Company or its Directors. 95

Prospectus – TPL Properties Limited

7.3

DIVIDEND PAYOUT BY GROUP LISTED COMPANIES TPL Trakker Limited (PKR ‘mn)

FY12

FY13

FY14

FY15

Paid up capital

1,872.49

2,172.49

2,172.49

2,172.49

Equity

2,112.84

2,454.84

2,543.25

2,745.48

Profit After Tax

82.49

49.49

88.41

202.22

Breakup value per share - (PKR)

11.28

11.30

11.71

12.64

0.44

0.23

0.41

0.93

Nil

Nil

Nil

Nil

Earning per share – (PKR) Dividends Paid – (%) TPL Direct Insurance Limited (PKR ‘mn)

CY11

CY12

CY13

CY14

CY15

Paid up capital

452.31

452.31

452.31

452.31

755.16

Equity

367.60

387.30

438.83

462.88

939.56

29.78

42.71

51.52

24.05

33.28

Breakup value per share – (PKR)

7.99

8.42

9.54

10.06

12.44

Earning per share – (PKR)

0.84

0.93

1.12

0.52

0.47

5%

Nil

Nil

Nil

Nil

Profit After Tax

Dividends Paid – (%) TRG (PKR ‘mn) Paid up capital

FY11

FY12

FY13

FY14

FY15

3,854

3,854

3,854

3,854

4,534

Equity

(1,721)

(2,521)

3,283

1,990

2,003

Profit/(Loss) After Tax

(1,110)

3,754

(1,151)

(2,260)

(2,143)

N/A

N/A

8.51

4.50

5.16

(5.45)

(4.26)

(3.92)

Nil

Nil

Nil

Breakup value per share – (PKR) Earnings/(Loss) per share – (PKR) Dividends Paid – (%) Gul Ahmed Textile (PKR ‘mn) Paid up capital

(2.88) Nil FY11

2.98 Nil FY12

FY13

FY14

FY15

635

1,270

1,523

1,828

2,285

Equity

4,713

4,473

5,429

6,660

7,169

Profit/(Loss) After Tax

1,196

(240)

711

1234

605

Breakup value per share – (PKR)

37.12

35.23

35.63

29.14

31.37

Earnings/(Loss) per share – (PKR)

9.42

(1.73)

4.09

5.40

2.65

0

0

0

15%

15%

Dividends Paid – (%) Agri Autos (PKR ‘mn) Paid up capital Equity Profit After Tax Breakup value per share – (PKR) Earnings per share – (PKR)

FY11

FY12

FY13

FY14

FY15

144

144

144

144

144

2,151

2,553

2,614

2,726

3,127

439

570

278

270

546

75

89

91

95

109

15.24

19.80

9.67

18.95

9.39

Dividends Paid – (%) 100 150 110 100 150 With the exception of the above Companies none of the group companies are listed on the Stock Exchange(s).

96

Prospectus – TPL Properties Limited

7.4

PROFILES OF DIRECTORS Mr. Jameel Yusuf Ahmed - Chairman Mr. Jameel Yusuf Ahmed is a businessman by profession and is the chairman of TPL Holdings. He is the founder chairman of Citizen-Police Liaison Committee (CPLC), and remained its chairman from September 1989 to March 2003. He is also the Director of Asia Crime Prevention Foundation (ACPF) and is the founding trustee of "PANAH" a shelter home established for women in distress. Mr. Yusuf is also a member of Advisory Council Fellowship Fund for Pakistan (FFFP), Woodrow Wilson International Centre for Scholars (WWC) since 2004. He was awarded Presidential Award "Sitar-e-Shujaat" for gallantry services in August 1992 and was also nominated for the First United Nations Vienna Civil Society Award in 1999. Mr. Muhammad Ali Jameel - Director & CEO Mr. Ali Jameel is the CEO of TPL Trakker Ltd, Pakistan's first and currently the largest vehicle tracking and fleet management company in South Asia. He is also the Executive Director of TRG Pakistan Limited which is the largest BPO company in Pakistan. Mr. Jameel’s other business interests include TPL Direct Insurance, Pakistan’s first direct insurance company which Greenoak Global Holdings Ltd has now purchased 33% of the total issued share capital in 2014, TPL Properties, a commercial real estate company and TPL Energy Limited which is a JV with Heritage Oil & Gas Limited of Canada and involved in gas exploration. Formerly, Mr. Jameel was Chief Executive Officer of one of the largest investment bank in Pakistan i.e. JS Investment Bank Limited. He has also held several advisory posts in the Pakistan's information technology and telecommunication sectors, including appointments on the Task Force on Telecom Deregulation, the Fiscal Incentives group on the IT Commission, The Task Force on Venture Capital. He is a member of the Tax Reform Group in 2011-2012 FBR and a member of The Economic Advisory Council, Government of Pakistan. Mr. Jameel received his B.Sc. degree in Economics from the London School of Economics. He is also an Associate Member of the Institute of Chartered Accountants in England & Wales and qualified in 1994 at KPMG Peat Marwick in London. Mr. Ziad Bashir – Director Mr. Ziad Bashir has been on the Board of Gul Ahmed Textile Mills Limited since February 1999. A graduate from Babson College, USA, with a bachelor degree in Entrepreneurial Studies, he has a comprehensive experience of the textile sector and is involved in various developmental and operational activities of the Company. He is also associated with the Information Technology (IT) industry and has played a key role in the transformation of the Company's IT infrastructure. He is a certified director from the Pakistan Institute of Corporate Governance (PICG). Over the years he has served as Chairman of the Landhi Association of Trade and Industry and on the Board of Central Managing Committee of All Pakistan Textile Mills Association (APTMA). He is also currently on the Board of Governors of Young Presidents Organisation (YPO), Pakistan.

Mr. Syed Zafar ul Hasan Naqvi - Director Mr Zafar Naqvi is a Management professional with vast experience of management both in the local and multinational environment. He joined the Corporate Sector in 1996 as a Director in 97

Prospectus – TPL Properties Limited

AGP (Pvt) Ltd, a leading Pharmaceutical Company and in 3 years’ time he had become the Chief Operating officer of the Company and held this position till his retirement in 2007. Thereafter he served as Director and Advisor, in Merck (Pvt) Ltd, a German Pharmaceutical Company for 5 years, till 2012. Currently he is Director and Advisor in a Pharmaceutical Company of OBS group. Prior to joining corporate sector, Mr Zafar Naqvi has served in Pakistan Army for over 30 years. Mr. Zafar Naqvi has also been conferred upon Presidential Award Sitara-e-Imtiaz (Military). Mr.Zafar holds an M.BA and M.SC degree in Strategic Management from Quaid-e-Azam University Islamabad. Mr. Bilal Alibhai- Director Mr. Bilal Alibhai is a third generation entrepreneur and has been Group Executive Director at Bilal General Transport, Dubai, UAE (and subsidiaries) since 2002. The group is the leading providers of transportation, equipment rental and related services to construction industry. He is also a director of Rashwell Company LLC, Dubai, UAE a leasing commodities trading business. Mr. Bilal holds BBA (Hons.) from Queens’s University, Canada with concentration in finance and strategy. He has wide experience in the implementation of Enterprise Resource Planning in the organizations he has worked. Mr. Muhammad Shafi - Director Mr. Shafi was commissioned in 1974 into the Operation branch of Pakistan Navy where he held various positions including being the Commander Coastal Areas (responsible for the defence of Pakistan’s coast), Commander Logistics (Commanded over 12000 service and civilian personnel and was responsible for all logistics in the Pakistan Navy), Commander of 25th Destroyer Squadron of Pakistan Navy and also Commanded Pakistan Naval Destroyer PNS Shahjahan and Frigate PNS Shamsher. He has also held various other positions including; Assistant Chief of the Naval Staff (Plans), Deputy Chief of Naval Staff (Training & Personnel as well as Operations), Director General Naval Intelligence and Principal Staff Officer to the Chief of Naval Staff. He has been the Member of the Board of Trustees of Karachi Port Trust, Chairman of Pakistan National Shipping Corporation and Chairman of Port Qasim Authority. He is also the author of Information Warfare; Research paper at NDU, Maritime Options for Pakistan; Thesis at Naval War College, Rhode Island, USA, Customs, Traditions and Ceremonials in the Pakistan Navy. He also holds prestigious Military awards which include Hilal-e-Imtiaz, Sitara-e-Imtiaz and Tamgha-e-Imtiaz. He has obtained his MSc in Defence and Strategic Studies from National Defence University, Islamabad in the year 2001 and his BSc in Physics and Mathematics from Karachi University, 1974 He has also obtained many other additional qualifications and includes Financial Management from Naval Officers Training Centre, USA – 1990. Mr. Yousuf Zohaib Ali - Director

98

Prospectus – TPL Properties Limited

Yousuf Zohaib Ali is the CFO of TPL Trakker Limited. He is an associate Member of Institute of Chartered Accountants of Pakistan and Certified Information System Auditor- CISA from International System Audit and Control Association (ISACA). He is also a certified director from the Institute of Business Administration (IBA) Karachi. Formerly, Mr. Yousuf was Head of Finance in Beltexco Limited which is the largest Manufacturer and Exporter of industrial and safety gloves in Pakistan. He also worked as Manager Finance in Avery Dennison which is a Fortune 500 Company and Manufacturers and Exporters of labelling materials for the world’s largest brands. He completed his 4 years article ship from an associated firm of Deloitte in Pakistan and Saudi Arabia having diversified exposure in Banking and Finance, Manufacturing, Aviation, Telecommunication, FMCG, Automobile, Petroleum, Chemical, Electronics, and Hospitality Industry. Mr. Ali Asgher - Director & CFO Mr. Ali Asgher is the CFO of TPL Properties Limited. He is an experienced finance professional, having working experience spanned over 9 years from textile to real estate development with expertise in financial reporting, raising of equity & debt, financial modeling, value chain analysis, procurement and project management. He has an experience of implementing ERP solution and process automation. He has successfully advised the Group on state of the art construction project, financial close of foreign and local debt finances, new business feasibilities, debt swaps, private placement and rental deals. He is a qualified Chartered Management Accountant from Chartered Institute of Management Accountants (CIMA), UK and also holds MBA degree with concentration in Finance. He is a certified director from the Institute of Business Administration (IBA) Karachi. 7.5

PROFILES OF OTHER KEY MANAGEMENT Mr. Mubashar Zafar – General Manager Operations Mr. Zafar is an experienced professional who has an overall experience of over thirty years. He had been working with Pakistan Civil Aviation Authority as a Director Plans and Development. Prior to that he had been associated with E& M Design (Pakistan), Wholohan Grill & Partners and White Industries Limited respectively. Mr. Zafar possesses strong interpersonal & communication skills, is a strong motivator and team player with effective leadership skills, a corporate focus and a result oriented approach. He has done his Masters in Engineering from UNSW, Australia. Mr. Ali Abbas – Vice President Finance Mr. Abbas has an overall experience of over 8 years and was working as the Financial Controller and Company Secretary at Clipsal Pakistan (Private) Limited. Prior to that he was associated with Wi Tribe Pakistan Limited, Ernst Young Ford Rhodes Sidat Hyder. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of Pakistan. Mr. Abbas possesses strong interpersonal & problem solving skills and is a result oriented 99

Prospectus – TPL Properties Limited

individual. He is a strong motivator, who is able to make strategic decisions based on his creative skills and is able to work under pressure. He has the ability to communicate and manage well at all levels across the organization Demonstrating strong leadership and people management skills he is able to build effective teams, lead them and motivate them to achieve high performance standards. He is able to maintain lines of communication with investment bankers, financial analysts, and shareholders. Mr. Naseer Ali Khan – Chief Internal Auditor Mr. Khan is a Fellow of the Institute of Chartered Accountants in England and Wales. He has over twenty years of experience in finance. He has held various senior positions in International firms and in Pakistan. He had been working as an independent He has spent approximately 10 years with the accountancy firm Arthur Andersen in the UK and Middle East. He has subsequently worked with Al Futtaim Group, based in UAE, ABT Group KSA, Akzo Nobel Pakistan and Habib Metropolitan Bank. Most recently he was working as an independent financial consultant. Mr. Khan possesses strong interpersonal & communication skills, he has an extensive background in developing, implementing and measuring strategic & business planning initiatives and processes. With his effective leadership skills and a result oriented approach we are sure that he will be a positive addition to TPL. He is known for leading from the front, has extensive experience and expertise in areas of Audit and Finance; developing business strategy and monitoring implementation, improving financial reporting systems for better understanding of margins/profitability, identification of cost drivers to assist with cost reduction/margin improvement initiatives, optimization of working capital and inventory management and renegotiation of banking arrangements to reduce borrowing costs. Ms. Mehar Ameer – Company Secretary & Group General Counsel Ms. Mehar Ameer is Company Secretary and Group General Counsel of TPL Group of Companies. She is an experienced law professional having more than 4 years of diversified transactional experience. Her areas of expertise include compliance, corporate, aviation, property and commercial laws. Previously she was engaged in legal practice and worked as an Associate/Corporate Lawyer at Surridge and Beecheno. She also has international work experience of working as a legal executive with Versus Law Solicitors, Manchester. Mehar is an official member of the Honourable Society of Middle Temple, U.K. and is also a nonpracticing Barrister. She has attained her LLB (hons) from Manchester Metropolitan University, UK and also her postgraduate degree BPTC/BVC from Manchester Metropolitan University, UK. Mr. Nader Nawaz – Group Head Human Resource and Administration Mr. Nader is the Group Head Human Resources and Administration at TPL Holdings (Private) Limited and its affiliated companies. He has over six years of experience in Human Resources Industry with expertise in Manpower Planning, Performance Planning & Management, Learning and Development, Developing online KPI, Corporate Social Responsibility, Employee Relations & Labor Relations. 100

Prospectus – TPL Properties Limited

Nader has done Bachelor of Arts (Honours) in Business Administration from Holborn College London. Ms. Anika Saqib – Group Head Sales, Marketing & Communication Ms. Anika Effendi Saqib is the Group Head Sales, Marketing & Communications of TPL Holdings (Private) Limited and its affiliated companies which includes largest vehicle tracking company, general Insurance, real estate and security company. She has over ten years of diversified experience in financial and marketing sectors and has worked with Argus Advertising (Private) Limited, HSBC Pakistan and United Bank Limited. Ms. Anika has done Bachelor of Arts from Karachi University. Mr. Muhammad Salman Ali – Group Chief Information Officer Mr. Salman Ali is the Group Chief information Officer of TPL Holdings (Private) Limited and its affiliated companies. He has extensive expertise in developing enterprise financial solutions for Equity Brokerage, Commodity, Mutual Funds, ATM Banking, Internet Banking, ERP & CRM covering enhancement of legacy systems having end-to-end Integration with new products. He has served as Head of Information Technology (Senior Vice President) in Alfalah GHP Investment & Management Limited and launched Fund Management System. He also served as Head of Information Technology in JS Group and launched Online Trading System for Equity & Commodity markets. Salman has done MS in Computer Engineering and holds CISM, CISA, CBAP and SCJP certifications. 7.6

NUMBER OF DIRECTORS Pursuant to Section 174 of the Companies Ordinance, 1984 a listed Company shall not have less than seven directors. At present the Board consists of eight (8) Directors, including the Chief Executive Officer.

7.7

QUALIFICATION OF DIRECTORS No qualification shares are prescribed for becoming a director of the Company. However as per section 187 of the Ordinance, the director is to be a member of the Company. This condition does not apply to the nominee directors.

7.8

REMUNERATION OF THE DIRECTORS Pursuant to the Article 47 and 48 of the Article of Association of the Company the remuneration of a Director for performing extra services including holding of the office of Chairman and remuneration to be paid to any Director for attending the meetings of the Directors or a committee of Directors shall from time to time be determined by the Board of Directors in accordance with the law.

101

Prospectus – TPL Properties Limited

7.9

BENEFITS TO PROMOTERS AND OFFICERS No amount of benefits has been paid or given during the last year or is intended to be paid or given to any promoter or to any officer of the Company other than as remuneration for services rendered as whole-time executive of the Company.

7.10

INTEREST OF DIRECTORS The directors may be deemed to be interested to the extent of fees payable to them for attending Board meetings. The Directors performing whole time services in the Company may also be deemed interested in the remuneration payable to them by the Company. The nominee directors have interest in the Company to the extent of representing the sponsors in the capital of the Company.

7.11

INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be acquired by the Company.

7.12

ELECTION OF DIRECTORS The Directors of the Company are elected for a term of three years in accordance with the procedure laid down in section 178 of the Ordinance. The Directors shall comply with the provisions of Sections 174 to 178 and Sections 180 and 184 relating to the election of Directors and matters ancillary thereto. Subject to the provisions of the Ordinance, the Company may from time to time increase or decrease the number of Directors. Any casual vacancy occurring on the Board of Directors may be filled up by the Directors, but the person so appointed shall be subject to retirement at the same time as if he / she had become a Director on the day on which the Director in whose place he / she is chosen was last elected as Director. The Company may remove a Director in accordance with the provisions of the Ordinance. The present Directors of the Company were elected in October 2013 for the period of three years.

7.13

VOTING RIGHTS At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded, be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. Unless a poll is so demanded, a declaration by the chairman that resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution. A poll may be demanded only in accordance with the provision of Section 167 of the Ordinance. If a poll is duly demanded, it shall be taken in accordance with the manner laid down in Section 167 of the Ordinance and the result of the poll shall be deemed to be resolution of the meeting at which the poll was demanded. 102

Prospectus – TPL Properties Limited

7.14

INTERNAL AUDIT The Board of Directors has setup an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time basis.

7.15

HUMAN RESOURCE AND REMUNERATION COMMITTEE The Company has formed a Human Resources and Remuneration Committee comprising of the following members:    

7.16

Mr. Ziad Bashir, Non-Executive Director – Chairman Mr. Syed Zafar-ul-Hasan Naqvi, Non-Executive Director – Member Mr. Muhammad Ali Jameel, Director & CEO – Member Mr. Nader Nawaz, Group Head HR & Admin – Secretary

BORROWING POWERS OF DIRECTORS Subject to the provision contained in the Article of Association of the Company, the Directors may exercise all the power of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue securities and debentures whether outright or as securities for any debt, liability or obligation of the Company or of any third party.

7.17

POWERS OF DIRECTORS The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are required to be exercised subject to the Ordinance, the Articles of Association of the Company and any regulations prescribed by the Company in the General Meeting.

7.18

INVESTMENT IN SUBSIDIARIES TPL Properties Limited has made an investment of PKR 353,000,000 in Centrepoint Management Services (Private) Limited (“CMS”). CMS was incorporated on August 10, 2011 in Pakistan as a private limited company. The principal activity of CMS is to provide building maintenance services to all kinds and description of residential and commercial buildings.

7.19

INVESTMENT IN ASSOCIATED COMPANIES The Company has not sponsored nor acquired any associated Company nor has any resolution been passed for sponsoring or acquiring any associated Company under Section 208 of the Ordinance.

7.20

REVALUATION OF FIXED ASSETS There is no revaluation of fixed assets as at June 30, 2015, except for investment property valued at fair value.

7.21

CAPITALIZATION OF RESERVES There has been no capitalization of reserves since the incorporation of TPLPL.

103

Prospectus – TPL Properties Limited

PART 8 8

MISCELLANEOUS INFORMATION

8.1

REGISTERED OFFICE / CORPORATE OFFICE TPL Properties Limited 12th Floor, Centrepoint, Off-Shaheed-e-Millat Expressway Adjacent KPT Interchange Flyover Karachi Tel: +92.21.34390300-5 Fax +92.21.35316028 Website: www.tpl-property.com Email: [email protected]

8.2

BANKER TO THE ISSUE FOR BOOK BUILDING Summit Bank Limited

8.3

BID COLLECTION CENTERS Karachi: Contact No: Mobile No: Direct No.: PABX No.: Fax No: Email: Postal Address:

Abdul Qadir +92 0331 260 4039 +92 21 3243 3542 +92 21 111 245 111 +92 21 3242 9653 [email protected] Arif Habib Center, 23 MT Khan Road, Karachi

Contact No: Mobile No: Direct No.: PABX No: Fax No.: Email: Postal Address:

Ammad Tahir +92 0345 317 1151 +92 21 3677 0144 +92 21 111 511 611 +92 21 3242 9653 [email protected] Naya Nazimabad, Manghopir Road, Karachi

Lahore Contact Officer: Mobile No: Fax No: Email: Postal Address:

Islamabad Contact Officer: Mobile No: Direct: Fax No:

Tahir Abbas +92 0333 213 7736 +92 021 3242 9653 [email protected] Room # 220, Arif Habib Ltd, LSE building, Lahore

Rao Amir +92 0311 812 2918 +92 051 280 6286 +92 021 3242 9653 104

Prospectus – TPL Properties Limited

Email: Postal Address:

[email protected] Summit Bank Limited, Plot # 109, East E-7/G-7, Islamabad Stock Exchange Branch, Jinnah Avenue, Blue Area, Islamabad

Peshawar: Contact No: Direct No: Mobile No: Fax No: Email: Postal Address:

Arbab Zarak Khan +92 91 226 0373 +92 0333 913 1466 +92 91 2260375 [email protected] Summit Bank Limited, Fruit Market Branch, Near Fruit Market - GT Road, Peshawar

Contact No: Direct No: Mobile No: Email: Postal Address:

Ahmed Ullah / Rehan Khan +92 081 2230 1091 & 98 +92 0333 783 8415 / +92 0343 665 5255 [email protected] Summit Bank Limited, Plot No 134 & 138, Ward No. 19, Fatima Jinnah Road, Quetta

Quetta:

8.4

BANKERS TO THE COMPANY 1. 2. 3. 4. 5. 6.

8.5

JS Bank Limited Habib Bank Limited Habib Metropolitan Bank Limited United Bank Limited Bank Islami Pakistan Limited Standard Chartered Bank (Pakistan) Limited

AUDITORS OF THE COMPANY Ernst & Young Ford Rhodes Sidat Hyder Chartered Accounts Progressive Plaza, Beaumont Road Karachi Tel: +92-21-3565-0007-11 Fax: +92-21-3568-1965

8.6

LEGAL ADVISOR OF THE COMPANY & THE ISSUE Mohsin Tayebaly & Co Barristers & Advocates 2nd Floor Dime Centre, BC-4 Block 9, KDA Scheme 5, Clifton, Karachi Tel: +92-21-35375658, + 92-21-35838077 Fax: +92-21-35870240 Email: [email protected]

105

Prospectus – TPL Properties Limited

8.7

LEAD MANAGER & ARRANGER Arif Habib Limited Arif Habib Center, 23, MT Khan Road, Karachi Tel: +92-21-32468117 Fax: +92-21-32429653 Email: [email protected] Website: www.arifhabibltd.com

8.8

BOOK RUNNER TO THE ISSUE Arif Habib Limited Arif Habib Center, 23, MT Khan Road, Karachi Tel: +92-21-32468117 Fax: +92-21-32429653 Email: [email protected] Website: www.arifhabibltd.com

8.9

CO-ARRANGER TO THE ISSUE AKD Securities Limited 602, 6th Floor, Continental Trade Centre Block – 8, Clifton, Karachi PABX: +92-21-111-253-111 Ext: 636 Fax: 92-21-3537-4291 Email: [email protected] Website: www.akdsecurities.net

8.10

COMPUTER BALLOTOR & SHARES REGISTRAR THK Associates (Pvt.) Ltd Head Office, 2nd Floor, State Life Building-3, Dr. Ziauddin Ahmed Road, Karachi Tel: +92-21-111-000-322 Fax: +92-21-35655595 Email: [email protected]

8.11

MATERIAL CONTRACTS & DOCUMENTS 8.11.1

Details of Short-term Financing Facility Funded Facilities - Long Term

Bank Summit Bank Limited 8.11.2

Facility Term Finance

Limit 200mn

Mark up Commission 5% plus 3 months KIBOR

Date sanctioned

Expiry/Review Date

Nov 2015

Aug 2016

Details of Long-term Financing Facility

106

Prospectus – TPL Properties Limited

Funded Facilities - Long Term Bank

Facility

Limit

Mark up Commission

Date sanctioned

Habib Bank Ltd*

Musharaka Agreement

2,100mn

1.75% plus 6 months KIBOR

May 2015

National Bank of Pakistan

Demand Finance

175mn

6 months KIBOR plus 3%

April 2013

Expiry/Review Date Seven years post disbursement of facility April 2018

5 years from the date of Burj Bank 6 months KIBOR Musharaka 50mn Dec 2013 disbursement Limited plus 3% with year grace period 5 years from the date of Burj Bank 6 months + Musharaka 30mn Oct 2013 disbursement Limited KIBOR plus 3% with year grace period *During FY15, the Company entered into this facility in order to repay entire project finance loan from a foreign financial institution amounting to Rs2,091,400,000 (US$20,000,000) and accrued markup amounting to Rs88,712,010 (US$ 849,000) on the loan. The loan amount amounting to PKR 2,180,112,010 (US$ 20,849,000) was repaid on Sep 17th, 2015. Note: As part of the lending agreement with HBL, TPLPL has to maintain the following ratios at all times: Debt Service Coverage Ratio 1:1 Current Ratio 0.5:1 (without unearned income) Leverage Ratio 75:25 Debt to Equity Ratio: 60:40

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8.11.3

Borrowing from Related Parties

Borrowing from Related Parties Mark up Outstanding as Date Expiry/Revi Lender Classification Limit Commissi on Dec 31, 2015 sanctioned ew Date on (PKR mn) Unsecured Loan 175 TPL Trakker 200m Floating 28th Aug, 30th June, from Associated Ltd n Rate* 2015 2020 Undertaking TPL Unsecured Loan 35 400m Floating 1st Apr, 31st Aug, Holdings from Associated n Rate** 2013 2021 (Pvt) Ltd Undertaking *The markup is charged equivalent to borrowing cost of TPL Trakker Limited on the outstanding balance. This markup is subject to revision / review in case any change occurs in the borrowing cost of Lender. ** The markup is charged at a rate not exceeding the borrowing cost of Lender. 8.11.4 Serial.

1

Details of Other Material Contacts Contract

Loan Agreement with Centrepoint Management Services (Private) Limited

2

Acquisition Agreement with A&A Associates

8.12

COMPANY RELATED AGREEMENTS

Date

Description

28th June 2014

Subordinated loan facility provided to Subsidiary of TPLPL for an amount no higher than PKR 200 million and subject to a mark-up of 15% per annum. The facility will expire on 31st Aug, 2019.

28th June 2010

Acquisition of the business of A&A Associates, an unregistered partnership firm under an agreement dated June 28, 2010 on net assets basis at their carrying value which approximates its fair value at the date of acquisition i.e. May 31, 2010.

108

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Serial

Contract

Date

Description

1

Tenancy Agreement with TRG (Pvt.) Ltd

1st Nov 2013

Tenancy Agreement for five years

2

Tenancy Agreement with DGS (Pvt.) Ltd

1st Nov 2013

Tenancy Agreement for five years

3

Tenancy Agreement with IBEX Global Solutions (Pvt.) Ltd.

1st Nov 2013

Tenancy Agreement for five years

4

Tenancy Agreement with TPL Trakker Ltd

2nd Sept 2014

Tenancy Agreement for five years

5

Tenancy Agreement with TPL Direct Insurance Ltd

2nd Sept 2014

Tenancy Agreement for five years

6

Tenancy Agreement with Silk Bank Ltd

13th Oct 2014

Tenancy Agreement for ten years

7

Tenancy Agreement with Silk Bank Ltd

14th Nov 2014

Tenancy Agreement for ten years

th

8

Tenancy Agreement with Bank AL Habib Ltd

20 Oct 2014

Tenancy Agreement for five years

9

Tenancy Agreement with Gul Ahmed Textile Mill Ltd

27th Dec 2014

Tenancy Agreement for five years

10

Tenancy Agreement with Gul Ahmed Textile Mill Ltd

27th Dec 2014

Tenancy Agreement for five years

11

Tenancy Agreement with MCB-Arif Habib Savings & Investments Ltd

15th Aug 2015

Tenancy Agreement for five years

12 8.13

Tenancy Agreement with Philip Morris 1st Aug 2015 Pakistan Ltd INSPECTION OF DOCUMENTS AND CONTRACTS

Tenancy Agreement for five years

Copies of the Memorandum and Articles of Association, the audited financial statements, the Auditor’s Certificates, Information Memorandum and copies of agreements referred to in this Prospectus may be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Prospectus until the closing of the subscription list. 8.14

LEGAL PROCEEDINGS There are no legal proceedings pending in the court of law which may have adverse material impact on the business of the Company as at June 30, 2015.

8.15

MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and with every issue of the Prospectus except the one that is released in newspapers as advertisement.

8.16

FINANCIAL YEAR OF THE COMPANY The financial year of the Company commences on July 1st and ends on 30th June each year.

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PART 9 9

REGISTRATION FORM & BIDDING FORM OF TPL PROPERTIES LIMITED

(This space has been left blank intentionally)

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PART 10 10

SIGNATORIES TO THE PROSPECTUS

Muhammad Ali Jameel (Chief Executive Officer)

-Sd-

Jameel Yusuf Ahmed (Chairman)

-Sd-

Bilal Alibhai (Director)

-Sd-

Syed Zafar –ul-Hasan Naqvi (Director)

-Sd-

Ziad Bashir (Director)

-Sd-

Ali Asgher (Director & CFO)

-Sd-

Yousuf Zohaib Ali (Director)

-Sd-

Vice Admiral (R) Muhammad Shafi (Director)

-Sd-

Signed by the above in the presence of witnesses: -Sd______________________________ Name: Sharyar Siddiq CNIC: 42301-9886970-3 Place: Karachi Date: 22/10/15

-Sd______________________________ Name: Syed Mohammad CNIC: 17301-2833377-5 Place: Karachi Date: 22/10/15

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PART 11 11

MEMORANDUM OF ASSOCIATION THE COMPANIES ORDINANCE, 1984 (COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF

1

TPL PROPERTIES LIMITED

I.

The name of the Company is TPL PROPERTIES LIMITED.

II.

The registered office of the Company will be situated in the Province of Sindh, Pakistan.

III.

The objects for which the Company is established are all or any of the following and in construing the following sub-clauses, the objects set forth in any sub clause shall not, except when the context expressly so requires, in any way limit to restrict by reference to or inference from the terms of any such sub-clause:1.

To purchase, develop and build real estate and to sale, rent out or otherwise dispose off in any manner the real estate including commercial and residential buildings, houses, shops, plots or other premises.

2.

To purchase and sale, acquire, take on lease, or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, markets, or other buildings and to build, take on lease, purchase or acquire and sale or let out in any manner whatsoever any apartments, houses, flats, rooms, huts, or other accommodation.

3.

To purchase, sale or acquire in any manner whatsoever, land, buildings, apartments, offices, houses, flats, rooms huts or other accommodation and to let or dispose off same by outright sales whether by private treaty or by auction, or in any other mode of disposition, all or any integral part thereof.

4.

To build, erect, construct, furnish or re-furnish, equip, maintain or improve any land, building, structure, edifice, hall enclosure, studio for the use of the company, its employees or other persons connected with the affairs of the company or business subsidiary to the objects of the company.

5.

To purchase, sale, acquire, take on lease or in exchange or in any other lawful manner any area, land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, markets or other buildings residential and commercial or conveniences thereon and to equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric, telephonic, television installations and to deal with the same in any manner whatsoever, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. 112

Prospectus – TPL Properties Limited

6.

To carry on the business of shopping malls, hotels, land development and construction, town-planners, surveyors, valuers, appraisers, decorators, furnishers, furniture makers, merchants, dealers in cement, steel, iron, fuel, coke, wood, coal, timber and other building requisites, job contractors, carriers, licensed victuallers, house agents, exporters and importers.

7.

To carry on, execute, and conduct a general contracting business, submit tenders to private organizations, government and semi-government departments and undertake to do all sorts of building manufacturing, producing, farming, surveying, supplying, designing, enlarging, re-modeling, managing, repairing, administrating, controlling and supervising business.

8.

To carry on the business of land and property developers of every and any description and to acquire by purchase, lease, concession, grant, licence or otherwise such lands, buildings, leases, under leases, rights, privileges, stocks, shares, and debentures in companies and other such property as the company may deem fit and shall acquire the same for the purposes of investment and development and with a view to receiving the income therefrom, and to enter into any contracts and other arrangements of all kinds with persons having dealings with the company on such terms and for such periods of time as the company may from time to time determine, and to carry on any other trade or business, whatever, of a like and similar nature.

9.

To carry on the business of all types of construction (projects including industrial factories) surface and sub-surface drainage projects for salinity control, digging pipe work and construction of canals, building water treatment plants and public utilities projects of all kinds both inside and outside Pakistan.

10.

To carry on the business of developing integrated townships and managing, and selling residential and commercial plots, houses and properties, hotels, resorts, farm houses infrastructure facilities (including, without limitation, roads and bridges) and any other activity involved in or ancillary to the business of real estate development.

11.

To carry on the business of the development of land for the purpose of residential and commercial projects, to develop schemes both in urban and rural areas; undertake planning and construction of commercial markets or multistoried buildings including offices, shopping center, retail outlets, restaurants, hotels, recreational parks, tourism related projects, parking lots and other such buildings, facilities and projects both inside and outside Pakistan with the permission of concerned authorities and subject to compliance with applicable laws.

12.

To carry on the business of real estate and infrastructure construction and development and development including without limitation buildings, houses villas, apartments plazas, multistoried flats, business offices, shops, markets, warehouses, industrial and commercial buildings, roads, dams, bridges, spillways, highways, reservoirs, airports, seaports, and structures of all descriptions and to equip the same or any part thereof with all or any conveniences as the company considers appropriate, drainage and sewerage facilities, water supply, electric and gas installations and telecommunication installations and all other utilities, amenities, conveniences and facilities including without limitation recreational leisure and entertainment facilities.

13.

To carry on the business as contractors of all kind (including without limitation construction, engineering, mechanical, consultants, electrical or any other service providers) and to carry out such contracts or sub-contract them to other contractors as the company may feel convenient anywhere in Pakistan and throughout the world. 113

Prospectus – TPL Properties Limited

14.

To act as consultants in the field of architecture, engineering, planning, project development, construction, management and also to undertake directly and on its own or with others all or any of the activities in or related to aforementioned fields of activities including housing and real estate development subject to compliance with the relevant laws.

15.

To make and submit and to obtain/sanction approval of all types of schemes including land development schemes for private, government, semi-government, autonomous, semi-autonomous or statutory bodies, departments and corporations and to carry out such schemes as approved including housing and real estate development subject to compliance with the relevant laws.

16.

To construct, erect, build, repair, re-model, demolish, develop, improve, grades, curve, pave, macadamize, cement and maintain buildings structures, houses, apartments, hospitals, schools, places of worship, highways, roads, paths, streets, sideways, courts, alleys, pavements and to do other similar construction, leveling or paving work, and for these purposes to purchase, take on lease, or otherwise acquire and hold any lands and prepare lay-out thereon or buildings of any tenure or description wherever situate, or rights or interests therein or connected therewith.

17.

To provide services as civil consultants and to carry on the business as civil contractors.

18.

To establish branch/branches in foreign countries after obtaining necessary permission of respective Government Department and to carry on all or any of the objects of the company, subject to the laws of the land in which branch/branches are established.

19.

To acquire and undertake, manage or maintain, the whole or any part of the business, property and liabilities of any persons or company carrying on any business which the company is authorized to carry on or be possessor or property suitable for the purpose of the company, but in any event not to act as managing agents.

20.

To purchase or otherwise acquire and to sell, change, surrender lease, mortgage, charge, convert, turn to account, dispose of and to deal with property and rights of all kinds and in particular mortgages, charges, hypothecations, debentures, concessions option, contracts, patents, licenses, shares, bonds, policies, book debts, business concerns and undertaking and actions of all kinds.

21.

To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any person, firm or company carrying on or engaged in on about to carry on or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the company.

22.

To take on acquire and hold shares in any other company having objects altogether or in part similar to those of this company or carrying on any business capable of being conducted so as directly or indirectly to benefit this company.

23.

To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may deem fit. To invest surplus moneys of the company not immediately required in such manner as may from time to time be determined.

24.

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Prospectus – TPL Properties Limited

25.

To pay or enter into bond or agreement or other arrangement for payment of all costs, charities, expenses and liabilities or obligations incurred or sustained in or in respect of the promotion, floatation, Registration and establishment of the company or in connection with the inauguration of the offices and branch offices or agencies of the company and in performing the opening or other inaugural ceremony to pay or adjust the underwriting commission, brokerage, printing development or such other expenditure as the Directors of the company may consider as preliminary expenses.

26.

To borrow loans whether on promissory note, bond, bill of exchange or other security for the purposes of the company or to advance to any other person or company as may be considered necessary whether directly or indirectly to carry on or advance the business of the company. To issue debentures or debenture stock on the assets of other undertakings of the company or on the security of the company as may be found necessary or expedient in the interest of the company.

27.

To draw, accept, discount, bills of exchange, cheques, and to make, execute or issue promissory notes or cheques or other negotiable instrument or to accept, endorse, any bill of lading warrants or issue debenture or other transferable instrument concerning this company.

28.

To lawfully obtain or engage in arrangements for the obtaining of or passing of any Act or Ordinance of the legislature or other law making body which may be necessary or advantageous for the carrying on of the business of the company and enter into such obligations or take such proceedings as may be calculated to advance the said objects of the company.

29.

To distribute in specie, if so considered fit, among the members of the company any assets or properties of the company including its shares, debenture, debenture stocks or other securities formed to take over the whole or any part of the assets, properties or liabilities in the event of winding up of this company.

30.

To sell or sublet or otherwise dispose of any licence privileges concession or contract entered into by the company or to enter into any agreement with any other company in connection with under taking and business of the company with any other company having objects similar to the objects to this company.

31.

To enter into any agreement or arrangement with any authority, Government, local body, or other institution, any where in Pakistan which may be considered beneficial for or conducive to the objects of the company or any of them and to obtain from such authority or authorities any concession, privileges, licenses and to subject or dispose of the same or exercise any right relating thereto as may be beneficial or conducive to the objects of the company.

32.

To remunerate any person or company in cash or otherwise or to pay any brokerage or commission or bonus to any person who may have undertaken to serve or render services to the company in the matter of selling or disposing of the shares or debenture or debenture stocks or other stocks or assets of the company or who may guarantee placing the shares or debenture in the market.

33.

To employ experts to probe and examine the condition, prospect, value, character and circumstances of any business concerns and undertakings and generally of any assets, property.

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34.

To adopt such means of making known the products or services of the company as may seem expedient, and in particular by advertising in the press, by circular, by purchase and exhibition of works of art or interest by publication of books and periodicals, and by granting, rewards and donations.

35.

To carry on the business of hospitals, mining, laboratories, and to establish educational institutions, boutiques, computer centers, film production, fast food centers, ice cream parlours, restaurants, newspapers and magazines, pharmaceuticals, printing, shipping, airlines, etc.

36.

To set-up import, export purchase, own, hire, install, operate for the company and for others, data processing centers based on any form of electronic, mechanical or other developed techniques both within and outside of Pakistan for the purpose of processing all types of data required by any banking, trading, insurance other professional, engineering, technical, marketing, trading, commercial and industrial organization including research institutes and association as well as ministries, departments and agencies of govt., autonomous govt. bodies.

37.

To operate computer service bureaus and market allied services including computer item, data entry and data control services.

38.

To carry on the business of mechanical engineers, machinist, fitters, millwrights, founders, wire drawers, tube makers, metallurgists, saddlers, galvanizers, japanners, annealers, enamellers, electroplaters and painters.

39.

To enter into any joint venture for any consultancy assignment.

40.

To carry on the business of manufacturing, trading, importing and sale of all kinds of consumer, pharmaceutical products and health care products and to obtain foreign collaboration for the same.

41.

To manufacture, buy, sell, import, export, develop, create or otherwise deal in computer hardware, software, Information Technology and Telecommunication products.

42.

To carry on the business as management consultants of all types and to prepare studies and to carry out assignments on turn key basis.

43.

To carry on the business as Buying House and Selling House for all types of products.

44.

To support research institutions, laboratories, technical training centers, universities, colleges, schools, in Pakistan or anywhere else in the World, and grant stipends and scholarships for training and education abroad, and to do all such other things which may be calculated to benefit the company.

45.

To give surety or security and to mortgage or encumber land, building, machinery, goods or other property of the company in favour of bank or any financial institution or agency for and on behalf of any individuals partnership, companies and institutions on such terms and conditions as may consider proper.

46.

To obtain foreign affiliation, foreign collaboration in order to achieve any of the objectives and to pay royalty, technical fee etc. for the same.

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Prospectus – TPL Properties Limited

47.

To establish at any place in and outside Pakistan such branch, agency for conducting any affairs of the Company as may be decided by the Directors.

48.

To enter into all necessary financial derivatives (commodities, foreign exchange, and interest rate contracts) as necessary in order to mitigate the risks of the company in transacting its allowable business.

49.

The company shall not engage in banking business, business of an investment company, Non-banking Finance Corporation, leasing company and insurance company, business of managing agency or any unlawful business and nothing in object clauses shall be construed to entitle company to engage in such business, directly or indirectly. The company shall not launch multilevel marketing, pyramid and ponzi schemes.

50.

Notwithstanding anything stated in any object clause, the company shall obtain such other approval or licence from the competent authority as may be required under any law for the time being in force to undertake any particular business.

51.

AND it is hereby declared that the word “Company” (save when used in reference to this company) in this clause shall be deemed to include any partnership or other body of persons whether incorporated or not and wherever domiciled and that the objects set forth in any sub-clause of this clause shall not except when the context expressly so required, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the company. None of sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary. And the company shall have full power to exercise from time to time all or any of the powers conferred by any part of the sub-clause of this clause in any part or parts of the world.

52.

It is undertaking that the company shall not by advertising, pamphlets, other mean of other negotiation, offer for sale or take advance money for the further sale of plots, houses, flats etc. to the general public or individual unless such plots, house, or flats etc., are acquired and have been developed by the company and shall not indulge in any sort of housing finance company business as mentioned in NBFC Rules, 2003.

IV.

The liability of the members is limited.

V.

The authorized share capital of the Company is Rs. 2,200,000,000/- (Rupees Two Billion Two Hundred Million only) divided into 220,000,000 (Two hundred Twenty Million) ordinary shares of Rs. 10/- (Ten) each with power to the Company to increase or reduce its capital and to divide the shares in the capital for the time being into several classes.

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Prospectus – TPL Properties Limited

We the several persons whose names, addresses, and descriptions are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of Shares in the Capital of the Company set opposite our respective names.

No. of Shares taken by each Subscriber

Name, Addresses and Descriptions of Subscribers Mr. Tariq Sayeed S/o Sayeed A. Shaikh NIC No. 42201-1698741-5 R/o House No. 88/3, Filan Street Garden, Karachi. Pakistani, Business - Indenting

Signature of Subscriber

250 (Two Hundred Fifty)

Sd/-

Mr. Arshad Riaz Fazail S/o Riaz Hussain Fazail (Late) NIC No. 42301-1895617-3 R/o 66A-II, 12th South Street South Sea View Avenue Defence Housing Society, Karachi. Pakistani, Business - Indenting

350 (Three Hundred Fifty)

Sd/-

Mr. Zubair Farid Tufail S/o Muhammad Tufail NIC No. 42201-9655648-7 R/o H-36, Block-6, P.E.C.H.S., Karachi. Pakistani, Business - Indenting

350 (Three Hundred Fifty

Sd/-

Mrs. Saiqa Akhtar W/o Syed Mohammad Rehan NIC No. 42101-1179664-4 R/o B-69, Latifi Cooperative Housing Society, Block-17, Gulistan-e-Jauhar, Karachi. Pakistani, Housewife

50 (Fifty)

Sd/-

1,000 (One Thousand) Dated the _____2nd _____ day of _____December_____ 2006. Witness the above signature:

Sd/-

R/O Latif Manzil Hasan Ali Lane, Bottle Gali Karachi

MR. ALI ASGHAR S/O Saleh Bhai N.I.C. No. 42000-0390527-9 2nd

Floor,

118