The Sindh High Court has ruled that Greentree Holdings Limited, and the manager of the public offer for TRG Pakistan, can extend the acceptance period of its buyback offer until April 15, 2025, if it chooses to do so. However, the court’s interim stay order will take effect once this extended period ends.
Previously, the court had issued a stay order halting the proposed takeover of TRG Pakistan by Greentree Holdings, a subsidiary of TRG International. The stay order was issued due to legal and procedural concerns, requiring both the offer manager and TRG Pakistan to maintain the status quo after the acceptance period closes.
The legal battle revolves around two key arguments. On one side, TRG’s management is trying to push the buyback through by challenging the stay order. While on the other, contesting shareholders argue that the legality of the buyback under Section 86(2) of the Companies Act 2017 must be addressed first.
TRG’s management claims that extending the acceptance period would prevent discouraging shareholders. The buyback offer price is set at PKR 75 per share, while the market price stood at PKR 65.14 as of yesterday, creating an attractive opportunity for short-term investors. However, if the legal dispute drags on, these speculators may suffer losses due to the delay or risk the entire deal falling apart if regulators step in.
By extending the deadline, TRG aims to retain investor interest and cushion potential losses from the uncertainty surrounding the case. The outcome of this dispute is expected to be a significant case study in corporate law.
The case is scheduled for April 7, 2025, where further arguments will be heard. No major corporate actions (e.g., share transfers, asset sales, or governance changes) can occur until the court’s next hearing (April 7, 2025). Similarly, Greentree cannot finalise its acquisition beyond the terms already set, and TRG Pakistan cannot take steps that might alter shareholder rights.
