Engro Holdings Limited has formally disclosed that its wholly-owned subsidiary, Engro Energy Limited (EEL), has terminated its share purchase agreements (SPAs) for the sale of its thermal energy assets after the buyer, Liberty Power Holdings and its consortium, pulled out of the transaction citing alleged breaches.
In a notice to the Pakistan Stock Exchange (PSX) under Sections 96 and 131 of the Securities Act, 2015, Engro shared that it had received a notice of termination from the Acquirers dated April 2, 2025, which purported to cancel the SPAs with effect from March 30. The buyer also withdrew its public offer announcement on April 3. The deal, originally signed in April 2024, involved Liberty acquiring EEL’s entire stakes in three companies: 68.9% of Engro Powergen Qadirpur Limited (EPQL), 50.1% of Engro Powergen Thar (Private) Limited (EPTL), and 11.9% of Sindh Engro Coal Mining Company Limited (SECMC).
EEL has strongly denied allegations of material breach, calling them “baseless and unfounded.” According to the company, the buyer’s primary objection related to EPQL’s signing of an amendment agreement with the Government of Pakistan and CPPA-G — a move that EEL defended as being in the “larger national interest” and one that Liberty itself had mirrored through a similar agreement as part of the 2002 power policy reforms.
EEL has countered Liberty’s termination by issuing its own formal termination of the SPAs, effective April 5, citing non-fulfilment of key conditions precedent by the contractual long stop date of April 4, 2025. These conditions — which required various regulatory and internal approvals — remained incomplete despite a full year since the signing of the deal.
The failed transaction marks a significant turn in Engro’s planned strategic divestment from its thermal energy portfolio, which was expected to generate proceeds of around $400 million. The divestment was also seen as part of a broader pivot by the group toward green energy and other emerging sectors.
Engro stated it would continue to pursue legal remedies and emphasised that the buyer’s claims of nullification of all three SPAs are not contractually valid.
The matter may now move toward arbitration or legal proceedings depending on how both sides seek to enforce or defend their rights under the original agreement terms.
Engro Holdings has assured the stock exchange it will provide further updates as the situation evolves.
