Hum Network public notice confirms likelihood of a takeover

KARACHI: Hum Network Limited (HUMNL) on Tuesday issued a public notice on the Pakistan Stock Exchange (PSX) regarding a story published in Profit Magazine titled, “Is Sultana Siddiqui about to lose control over Hum TV?”, confirming the possibility of a covert takeover of the company.

The notice agrees to the fact that there are reasonable grounds to believe that Kingsway Capital and JS are working together in a covert takeover which prompted the company to analyse its shareholding pattern.

During the second week of April 2020 until May 2020, Aitkenstuart Pvt Ltd (APPL) started acquiring and accumulating shares of the target company. As per the shareholding records and the notice issued by HUMNL, APPL acquired at least 83,462,000 shares of HUMNL, which make up approximately 8.83 per cent of of the total issued capital of HUMNL

Hum Network said that it is, however, possible that more of its shares may have been bought in the open market.

The notification issued by HUMNL says that Kamran Mirza, the focal person acquiring shares for APPL was formerly employed as an executive vice president and head of investment banking group at JS Bank.

Furthermore, the notification observes that APPL sold 79,030,303 of HUMNL shares to JS Bank Limited, 3,375,197 shares to Jahangir Siddiqui & Sons Limited, and 1,056,500 shares to Munaf Ibrahim. All this was done from May 20, 2020 to June 8, 2020.

Moreover, the notice interchangeably uses Munad Ibrahim’s name and Cedar Capital when it says that the former transferred 16,500,000 shares to Kingsway on June 3, 2020. On June 3, HUMNL’s shares closed at Rs9.97 with 3,582,000 shares traded that day as per data available on CapitalStake.

As a result, following these transactions, on June 30, the cumulative holding of Kingsway, JS group and Munaf Ibrahim in HUMNL stood at 314,348,000 shares, which amounts to more than 33 per cent of HUMNL’s total issued capital. 

As per Section 103 and 110 of the Securities Act, 2015, breaching of 10 per cent holding has to be notified and reported and gains made on further sale of shares are to be reported under Section 104 and 105 of the same Act.

All sale and purchase transactions for APPL and Kingsway were routed through JS Global Capital Limited as the broker whereas Munaf Ibrahim’s transactions were run through Cedar Capital.

In an earlier interview with Profit, AKD Group Chairman Aqeel Karim Dhedhi claimed that attempts to takeover HUMNL are being made by Jahangir Siddiqui as a means to get back at his own sister, Sultana Siddiqui. 

Moreover, in agreement with Profit’s analysis, the share price movement was not driven by fundamentals considering the performance of the company, thus implying manipulation in share prices.

The notice issued by HUMNL states that at least six candidates that intended to contest election to become director of HUMNL are either employees of JS Group or hold directorships in JS Group companies or their investee companies while having a nominal holding in HUMNL. The notice however, does not state their names.

Furthermore, an extraordinary general meeting has been called for August 22, 2020 due to Kingsway Capital opposing the change in the shares registrar.

Sources at the HUMNL have been found defending this claim stating, “We are cutting costs across the board. No cost is big or small to ignore. Central Depository Company (CDC) is one of the more expensive registrars. FD Registrar is smaller in comparison, with a client list of approximately 80 companies including newer Initial Public Offerings (IPOs) like Unity Foods and the Organic Meat Company.”