Citi Pharma shareholders approve property demerger into Citi Core Holdings

Citi Pharma Limited’s shareholders have approved a Scheme of Arrangement and Demerger to transfer two Lahore properties into Citi Core Holdings (Private) Limited, a wholly owned special purpose vehicle created for the company’s proposed Real Estate Investment Trust structure.

The special resolution was passed at Citi Pharma’s Extraordinary General Meeting held on July 8, 2026, at the company’s head office, on the directions of the Lahore High Court.

Read This: Citi Pharma board approves property transfer plan for proposed real estate investment subsidiary

The properties covered by the scheme include 4.1 kanal at 71-E, Hali Road, Gulberg III, Lahore, and 27.15 kanal at Mouza Haloki, near Khayaban-e-Zafar, Tehsil Model Town Extension, Lahore.

In return for the transfer, Citi Core Holdings will issue 331,720,000 ordinary shares of Rs10 each to Citi Pharma in accordance with an auditor-certified swap ratio.

The company’s board had approved and recommended the scheme earlier on July 8 under Sections 279 to 283 read with Section 285 of the Companies Act, 2017.

Voting results showed that 145 shareholders representing 130,015,576 shares participated in the meeting through electronic voting or in person and by proxy, accounting for 56.9093% of the company’s capital.

Of the votes cast, 129,999,854 shares, or 99.9879%, supported the resolution, while 15,722 shares, representing 0.0121%, were cast against it.

Implementation of the scheme remains subject to sanction by the Lahore High Court and completion of all applicable legal and regulatory requirements.

The transaction is part of Citi Pharma’s broader plan to enter the real estate investment trust business. On February 26, 2026, the company announced that the SECP had approved the reservation of the name CITI REIT Management Company Limited for incorporation as a wholly owned subsidiary.

That approval allowed Citi Pharma to proceed with incorporation and begin the regulatory process for establishing and launching a REIT, subject to the required licences and clearances.

Under the proposed structure, Citi Pharma plans three real estate projects: one at Hali Road in Lahore, another on company-owned land at Khayaban-e-Zafar in Lahore, and a third near Islamabad International Airport.

The company previously estimated the land to be contributed to the proposed REIT structure at around Rs7 billion, with the value to be realised progressively as the projects are launched and developed.

Citi Pharma also said it would be entitled to its proportionate share of annual dividends from the REIT management company, in addition to the value of its land contribution.

The shareholders also confirmed and adopted the minutes of the company’s Annual General Meeting held on October 27, 2025.