Gatron approves scheme with Nova Frontiers, Ghani & Tayub involving 29.33% stake

Gatron (Industries) Limited has approved a proposed scheme of arrangement involving Nova Frontiers Limited and Ghani & Tayub (Private) Limited, under which major share cancellations and equity swaps will be undertaken, subject to regulatory and shareholder approvals.

In a notice to the Pakistan Stock Exchange on Tuesday, the company said its board had authorised the scheme on January 28 under Sections 96 and 131 of the Securities Act, 2015 and PSX Rule 5.6.1(a)(ii), with implementation contingent on approval from the High Court of Balochistan at Quetta and shareholders of the respective companies.

Under the proposed structure, Nova Frontiers will cancel shares held by certain categories of its shareholders, referred to as outgoing shareholders, resulting in a reduction in its share capital. As consideration, Nova Frontiers’ existing 29.33% shareholding in Gatron will be cancelled, and Gatron will issue new shares directly to the outgoing shareholders or their beneficial owners based on a swap ratio to be determined through an independent valuation.

Separately, Nova Frontiers will also cancel a 2.98% shareholding, comprising 3,240,774 shares, currently held by Ghani & Tayub, and issue new Gatron shares directly to Ghani & Tayub shareholders.

The development follows Nova Frontiers’ emergence earlier this month as a substantial shareholder in Gatron, marking a significant shift in the company’s ownership structure.