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Shell Pakistan Limited M&A Activity 2023

Nov 1, 2023

72386_rns_2023-11-01_63a5e6a7-575e-4eb6-9da5-48514cb6e742.pdf

M&A Activity

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Shell Pakistan Limited
Shell House
6, Ch. Khaliquzzaman Road
Karachi-75530
Tel +92 (21) 111 888 222
Fax: +92 (21) 3563 0110
P.O. Box 3901 Karachi
Email: [email protected]
Website: www.shell.com.pk

01 November, 2023

The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
I.I. Chundrigar Road, Karachi

The Executive Director
Public Offering & Regulated Persons Department
Securities & Market Division
Securities & Exchange Commission of Pakistan
NIC Building, Jinnah Avenue,
Blue Area, Islamabad

Subject: DISCLOSURE OF MATERIAL INFORMATION

Dear Sir,

This is in continuation of Shell Pakistan Limited’s (the Company) disclosure dated June 14, 2023 and in accordance with requirements of sections 96 & 131 of Securities Act 2015 and clause 5.6.1 of the Rule Book of Pakistan Stock Exchange Limited, pursuant to which we hereby would like to convey the following information:

On 31 October 2023, The Shell Petroleum Company Limited (SPCo) informed Shell Pakistan Limited that SPCo and Wafi Energy LLC (WAFI Energy) executed a Share Purchase Agreement (SPA) on 31 October 2023 for the sale of SPCo’s entire shareholding in the Company, comprising 165,700,304 shares and representing 77.42% of the issued share capital of the Company (the Transaction).

Completion of the Transaction will be subject to the issuance of a public offer by WAFI Energy, receipt of requisite approvals including clearance from the Competition Commission of Pakistan, and the satisfaction of other closing formalities.

A disclosure form is attached herewith as Annexure – A.

You may please inform the TRE Certificate Holders of the Exchange, accordingly.

Thanking you,

Sincerely
For and on behalf of
Shell Pakistan Limited

img-0.jpeg

Lalarukh Hussain-Shaikh
Company Secretary

Registered in Pakistan No. 2687
Registered Office Shell House
6, Ch. Khaliquzzaman Road, Karachi-75530


Shell Pakistan Limited
Shell House
6, Ch. Khaliquzzaman Road
Karachi-75530
Tel +92 (21) 111 888 222
Fax: +92 (21) 3563 0110
P.O. Box 3901 Karachi
Email: [email protected]
Website: www.shell.com.pk

ANNEXURE 'A'

Disclosure Form under sections 96 & 131 of Securities Act 2015

Name of the Company Shell Pakistan Limited
Date of Report (Date of earliest event reported if applicable) -
Exact Name of Company as specified in its Memorandum Shell Pakistan Limited
Company’s Registered Address Shell House, 6, Ch. Khaliquzzaman Road, Karachi - 75530
Contact Information +92 (21) 111 888 222
Disclosure of Price Sensitive / Inside/ Material Information by the company in terms of Securities Act, 2015 On 31 October 2023, The Shell Petroleum Company Limited (SPCo) informed Shell Pakistan Limited (the Company) that SPCo and Wafi Energy LLC (WAFI Energy) executed a Share Purchase Agreement (SPA) on 31 October 2023 for the sale of SPCo’s entire shareholding in the Company, comprising 165,700,304 shares and representing 77.42% of the issued share capital of the Company (the Transaction).

Completion of the Transaction will be subject to the issuance of a public offer by WAFI Energy, receipt of requisite approvals including clearance from the Competition Commission of Pakistan, and the satisfaction of other closing formalities. |

img-1.jpeg

Lalarukh Hussain-Shaikh
Company Secretary

Registered in Pakistan No. 2687
Registered Office Shell House
6, Ch. Khaliquzzaman Road, Karachi-75530


The Shell Petroleum Company Limited
Shell Centre
London SE1 7NA
England

31 October 2023

Lalarukh Hussain Shaikh
Company Secretary
6, Ch. Khaliquzzaman Road
Karachi-75530

By email

Subject: DISCLOSURE OF MATERIAL INFORMATION

Dear Lala,

We wish to inform Shell Pakistan Limited (SPL) that The Shell Petroleum Company Limited (SPCo) has entered into a share purchase agreement dated 31 October 2023 with Wafi Energy LLC. (Wafi Energy), for the sale of SPCo’s entire shareholding in SPL, comprising of 165,700,304 shares and representing 77.42% of the issued share capital of SPL (the Transaction).

Completion of the Transaction will be subject to the issuance of a public offer by Wafi Energy, receipt of requisite approvals including clearance from the Competition Commission of Pakistan, and the satisfaction of other closing formalities.

Regards,

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Peter Lorbeer
For and on behalf of
The Shell Petroleum Company Limited