Fauji Cement, KAPCO move toward 92% control of Attock Cement

Fauji Cement Company Limited (FCCL) and Kot Addu Power Company Limited (KAPCO) have formally launched a public offer to acquire up to 10.95 million ordinary shares of Attock Cement Pakistan Limited (ACPL), representing approximately 7.97 percent of the company’s paid-up capital.

The public offer was announced at the Pakistan Stock Exchange on Monday in accordance with the Securities Act, 2015 and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.

The public offer is a regulatory requirement following the Sale and Purchase Agreement (SPA) signed last month between FCCL, KAPCO and Pharaon Investment Group Limited Holding S.A.L. Under the SPA, the acquirers agreed to purchase 84.06 percent of Attock Cement’s total issued and paid-up capital.

As part of the SPA, FCCL will acquire 57.76 million ordinary shares, representing 42.03 percent of ACPL’s share capital, while KAPCO will acquire an equal number of shares, also representing 42.03 percent, at an adjusted price of Rs330.41 per share.

Through the mandatory public offer, each company intends to acquire an additional 3.98 percent stake at the same price of Rs330.41 per share. If the offer is fully subscribed, the combined holding of FCCL and KAPCO could increase to nearly 92 percent of Attock Cement.

The total estimated payout under the public offer, assuming full acceptance, is approximately Rs3.62 billion.

Integrated Equities Limited, acting as joint manager to the offer, has submitted the Public Announcement of Offer (PAO) to the Securities and Exchange Commission of Pakistan (SECP) and the PSX. The notice will also be published in English and Urdu newspapers. 

In a separate filing, Attock Cement confirmed that it has received the PAO from Integrated Equities regarding the proposed acquisition.

The notice further stated that the transaction will enable FCCL to expand its footprint in the cement sector, while KAPCO will enter the cement industry as a new investor and diversify its investment base.

The acquirers have indicated that Attock Cement will continue to operate in the ordinary course of business and will remain listed on the Pakistan Stock Exchange, subject to compliance with applicable takeover regulations.