Sapphire to merge two of its listed textile companies

Sapphire Group is combining two of its listed textile vehicles, moving to fold Reliance Cotton Spinning Mills Ltd (RCSML) into Sapphire Fibres Ltd (SFL) through a court‑sanctioned scheme of arrangement. In coordinated notices to the Pakistan Stock Exchange (PSX), the two companies said their boards have approved a “Scheme of Compromises, Arrangement and Reconstruction” under Sections 279–283 read with Section 285 of the Companies Act, with the Honourable High Court of Sindh to supervise and sanction the process.

The structure is straightforward: RCSML will merge with and into SFL, and SFL shares will be issued to RCSML’s registered shareholders against a swap ratio to be certified/determined by M/s Shinewing Hameed Chaudhri & Co., Chartered Accountants. Upon effectiveness of the court’s order, RCSML will stand dissolved without winding‑up. The companies added that the full text of the scheme will be circulated to shareholders and the PSX in due course as directed by the court.