Bank Makramah approves sponsor share dilution, Rs3.35bn TFC conversion

Bank Makramah Limited has approved a restructuring plan that includes dilution of the sponsor’s shareholding and conversion of outstanding term finance certificates into equity, according to a disclosure filed with the Pakistan Stock Exchange (PSX) on Tuesday.

The bank said its board approved a proposal under which the sponsor’s shareholding, currently standing at 861.16 million shares or 86.1% of total paid-up capital, would be reduced to 75.8% through the transfer and free distribution of shares among remaining shareholders. 

The move will be implemented through a Scheme of Arrangement, subject to approval by the Islamabad High Court.

“As communicated through our earlier disclosure dated November 19, 2025, with regard to the Sponsor’s proposal for adjusting the number of shares held by him in the Bank, his total shareholding in BML is now 861,163,883 fully paid-up ordinary shares, comprising 86.1% of BML’s total paid-up capital. Pursuant to the Restructuring Scheme, such shares were issued to him at a value of PKR 6.25 per share of BML, instead of PKR 2.14 which was the issue price approved in the Restructuring Scheme. Such adjustment would reduce the Sponsor’s shareholding to 75.8%, which he believes would be beneficial for the Bank and its shareholders,” read the bank’s disclosure. 

Under the restructuring plan, the sponsor’s shares were issued at Rs6.25 per share instead of Rs2.14 as originally approved, with the adjustment intended to strengthen the bank’s capital structure and benefit shareholders.

Separately, the board approved a proposal to convert outstanding term finance certificates, which have remained unpaid since October 2018, into ordinary shares. The conversion covers Rs1.50 billion in principal and Rs1.85 billion in accrued profit up to December 31, 2025, amounting to a total of about Rs3.35 billion.

The shares will be issued to TFC holders at a price of Rs6.25 per share, subject to adjustment following a proposed share reduction, and will result in an increase in the bank’s paid-up capital by Rs3.35 billion, subject to regulatory and stakeholder approvals.