Supernet Limited’s Board of Directors approved a proposed merger with its wholly owned subsidiary, Supernet Technologies Limited (STL), the company announced in a disclosure to the Pakistan Stock Exchange on Tuesday.
This approval follows an earlier in-principle authorisation given on January 29, 2025, to formulate and propose the terms for the merger.
At the May 27 board meeting, the directors deliberated and approved the proposed arrangement, which involves the merger of Supernet Limited with and into STL. The plan also includes a corporate and capital reorganization of STL.
The merger will be executed under a draft Scheme of Arrangement prepared pursuant to Sections 279 to 283 and 285(8) of the Companies Act, 2017. The Scheme, entered into between the company and STL, remains subject to finalisation, receipt of all requisite shareholders’, creditors’, and regulatory approvals, as well as the sanction of the Scheme by the High Court of Sindh at Karachi. It is also subject to the fulfillment of related legal formalities and any required changes or amendments.
Under the terms of the Scheme, the entire undertaking of Supernet Limited—including assets, liabilities, privileges, obligations, rights, and business—will be merged into STL through amalgamation. As consideration, all shares of Supernet Limited will be cancelled, and an aggregate of 101,619,475 ordinary shares of STL will be allotted and issued to the shareholders of Supernet Limited, excluding STL itself as a shareholder.
The share swap ratio has been set at approximately 1.68 ordinary shares of STL for every one ordinary share of Supernet Limited held by its shareholders. This ratio factors in shares of STL that will also be issued to STL’s own shareholders in accordance with the Scheme.
Upon completion of the merger, Supernet Limited will be dissolved without winding up and will be de-listed from the Pakistan Stock Exchange.
