The Lahore High Court’s Rawalpindi Bench has approved the merger of Fauji Fertilizer Bin Qasim Limited (FFBL) with Fauji Fertilizer Company Limited (FFCL), according to a stock filing on Thursday.
The merger was approved under a Scheme of Arrangement dated September 26, 2024. The judgment, issued on December 4, 2024, allows FFCL to proceed with the amalgamation, including ancillary matters related to the merger.
“We are pleased to announce that vide Judgment issued on December 4, 2024, passed in Civil Original No. 04 of 2024, the Honourable Lahore High Court, Rawalpindi Bench has allowed the said petition and, inter alia, sanctioned the Scheme of Arrangement dated September 26, 2024, for the merger, by way of amalgamation, of Fauji Fertilizer Bin Qasim Limited (“FFBL”) with and into Fauji Fertilizer Company Limited,” read the notice sent to the Pakistan Stock Exchange (PSX) by the FFCL.
According to the Scheme of Arrangement, FFCL will issue a total of 150,870,449 fully paid ordinary shares to FFBL shareholders, excluding FFCL and its nominees. The share swap will follow a ratio of one (1) FFCL share for every 4.29 ordinary shares of FFBL, based on a face value of PKR 10 per share, with adjustments for fractional shares.
The merger, approved by the court, is expected to consolidate operations and streamline the corporate structure of the fertilizer companies.
The company said that a copy of the judgment has been made available on the Lahore High Court’s website. The record date for the share issuance will determine the allocation of FFCL shares to eligible FFBL shareholders.
On September 20, the Board of Directors of Fauji Fertilizer Bin Qasim Limited approved the merger of the company with and into Fauji Fertilizer Company Limited.
According to a disclosure made to the PSX on September 20, under the terms of the Scheme, the entire undertaking of the FFBL including its assets, liabilities, privileges, obligations, rights, and business would be merged, by way of amalgamation, with and into FFCL, and all of its shares shall be canceled.
