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ill PAKISTAN STOCK EXCHANGE LIMITED

j5S Stock Exchange Building, Stock Exchange Road, Karachi-74000 UAN: 111-001-122

1PSX/N3263 NOTICE May 17,20181

SEEKING PUBLIC COMMENTS ON DRAFT PROSPECTUS OF MASTER WIND ENERGY LIMITED

It is hereby informed to all concerned that Master Wind Energy Limited has

applied for Listing on the Exchange and has submitted the draft Prospectus for offer of

shares to the General Public/Retail Investors.

The draft Prospectus of the Company is hereby placed on the Website of the Exchange

under caption "Public Comments on Draft Prospectus of Master Wind Energy

Limited" for seeking public comments as required under Section 3 (11) of the Public

Offering Regulations, 2017 and the Regulation No. 5.2.2 (ac) of Listing of Companies

and Securities Regulations of PSX.

It is requested to submit written comments on the draft Prospectus, if any, either in

hard form or through email at comments.draftprospectus(psx.com.pk addressed to

the undersigned latest by May 25, 2018.

Muhiñmad Ghufran Deputy General Manager - Operations

Copy to: • The Executive Director (PRDD), SMD, SECP NIC Building, Jinnah Avenue, Blue Area, Islamabad.

• The Director (CI), Public Offering & Regulated Persons Department, SECP • The Chief Executive Officer, PSX • The Chief Executive Officer, CDC • The Chief Executive Officer, NCCPL • Acting Chief Regulatory Officer - PSX • All Head of Departments - PSX • PSX Notice Board & Website • Master Wind Energy Limited • Arif Habib Limited

x

MASTER WIND ENERGY LIMITED PROSPECTUS

This Offer consists of 84,341,250 Ordinary Shares (25% of the total post-OFS paid up capital of Master Wind Energy Limited) of face value of PKR 10/- each The entire Offer will be offered through Book Building at a Floor Price of PKR 20.75/- per share with a maximum price band of upto 40%.

(Justification of premium is given under “Valuation Section” in paragraph 2.1)

The Offer is being made through the Book Building process at a Floor Price of PKR 20.75/- per share (including a premium of PKR 10.75/- per share) with a maximum price band of upto 40%. The Bidders shall be allowed to place bids for hundred percent (100%) of the Offer size and the Strike Price shall be the price at which the hundred percent (100%) of the Offer is subscribed. However, the successful Bidders shall be provisionally allotted only seventy-five percent (75%) of the Offer size i.e. 63,255,750 shares and the remaining twenty five percent (25%) i.e. 21,085,500 shares shall be offered to the retail investors. In case retail portion of the Offer

remains unsubscribed, the unsubscribed shares will be allotted to the successful Bidders on pro rata basis and in case the retail portion of the Offer is oversubscribed, the allocation of shares shall be made by computer balloting as mentioned in para (2.2.21 and 2.3.7).

As per the Public Offering Regulations, 2017 and PSX’s Listing of Companies and Securities Regulations, the Draft Prospectus was placed on PSX’s website for seeking public comments for seven (7) working days starting from [Month] [Date], 2018 to [Month] [Date], 2018. The comments received have been duly incorporated /

responded by the Consultant to the Offer.

REGISTERATION OF ELIGIBLE INVESTORS: The registration of eligible investors will commence at 9:00 am on DD/MM/2018 and will close at 3:00 pm on DD/MM/2018 BIDDING PERIOD DATES: From DD/MM/2018 to DD/MM/2018 (From: 9:00 am to 5:00 pm)

DATE OF PUBLIC SUBSCRIPTION: From DD/MM/2018 to DD/MM/2018 (both days inclusive) From: 9:00 am to 5:00 pm

CONSULTANT TO THE OFFER BOOK RUNNER

Bankers to the Book Building portion of the Offer: Meezan Bank Limited Bankers for the Retail portion of the Offer:

Allied Bank Limited Bank Al Habib Limited Bank Alfalah Limited Faysal Bank Limited Habib Bank Limited

JS Bank Limited MCB Bank Limited Meezan Bank Limited Summit Bank Limited United Bank Limited

* In order to facilitate investors, United Bank Limited (“UBL”), Summit Bank Limited (“SMBL”) and Bank Alfalah (“BAFL”) are offering electronic submission of application (e-IPO) to their account holders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk. BAFL account holders can use BAFL Net Banking to submit their applications via link https://netbanking.bankalfalah.com. Furthermore, please note that online applications can be submitted 24 hours a day during the subscription period which will close at midnight on DD/MM/2018.

The Central Depository Company of Pakistan (“CDC”) in collaboration with 1 Link (G) Limited (1 Link) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered through IPOs can be made electronically. CES has been made available in this IPO which can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1Link’s member banks available for CES, list of which is available on above web link.

For making application though CES, investors must be registered with CES. Registration with CES is free of cost and a self-registration process by filling the CES registration form, which is available 24/7 all around the year.

Investors who have valid Computerized National Identity Card (CNIC), bank account with any of the commercial bank, email address, mobile phone number and CDS Account (Investor Account or sub Account) may register themselves with CES.

Investors who do not have CDS account may visit www.cdcpakistan.com for information and details. For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone Number: 0800 – 23275 (CDCPL) and e-mail: [email protected]. CES is connected to a number of banks 1 Link for payment of the subscription money. For further details on CES, please refer para 2.3.3 of this Prospectus or contact Mr. Moheel Ali Khan at Phone 021-34326030 and email: [email protected].

BOOK BUILDING PORTION WILL BE

UNDERWRITTEN BY

For investor education please visit www.jamapunji.pk and read the IPO Investor Guide

placed at web link https://www.secp.gov.pk/document/initial-public-offering-ipo-a-

concise-guide-for-investors/?wpdmdl=29584 Jama Punji is an investor education

initiative of SECP

Date of Publication of this Prospectus: DD MM, 2018 Prospectus and Subscription Form can be downloaded from the following websites: http://www.masterwind.com.pk/, http://www.arifhabibltd.com &

www.elixirsec.com

For further queries you may contact

Master Wind Energy Limited: Khalid Usman; Phone: +92 (42) 35752683; E-mail: [email protected] Ι Arif Habib Limited: Dabeer Hasan; Phone: +92 (21)

32465591; E-mail: [email protected] Ι Elixir Securities Pakistan (Pvt.) Limited: Usman Saeed; Phone: +92 (21) 35643413; Email:

[email protected]

ADVICE FOR INVESTORS

INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT PARA 4.10 BEFORE MAKING ANY INVESTMENT DECISION.

SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS ARE PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NET WORTH INDIVIDUAL INVESTORS

UNDER REGULATION 1(ii) OF THE FIRST SCHEDULE TO THE PUBLIC OFFERING REGULATIONS, 2017, A SINGLE INVESTOR CANNOT SUBMIT MORE THAN ONE BIDDING

APPLICATION, EXCEPT IN THE CASE OF UPWARD REVISION OF BID. IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL

BE SUBJECT TO REJECTION.

SUBMISSIONS OF CONSOLIDATED BIDS ARE PROHIBITED UNDER THE PUBLIC OFFERING REGULATIONS, 2017. A BID APPLICATION WHICH IS BENEFICIALLY OWNED (FULLY

OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID.

PLEASE NOTE THAT AS PER THE PUBLIC OFFERING REGULATIONS, 2017, A SUPPLEMENT TO THE PROSPECTUS SHALL BE PUBLISHED WITHIN THREE WORKING DAYS OF THE

CLOSING OF THE BIDDING PERIOD WHICH SHALL CONTAIN INFORMATION RELATING TO THE STRIKE PRICE, OFFER PRICE, NAMES OF THE UNDERWRITERS OF THE RETAIL

PORTION OF THE ISSUE IF ANY, UNDERWRITING COMMISSION, BIFURCATING AS TAKE UP COMMISION OR ANY OTHER, COMMITMENT BY THE SUCCESFUL BIDDERS FOR

SUBSCRIBING THE UNDERSUBSCRIBED RETAIL PORTION IN CASE OF HUNDRED PERCENT BOOK BUILDING, CATEGORY WISE BREAKUP OF THE SUCCESSFUL BIDDERS ALONG

WITH NUMBER OF SHARES ALLOCATED TO THEM, DATES OF PUBLIC SUBSCRIPTION AND SUCH OTHER INFORMATION AS SPECIFIED BY THE COMMISSION.

THIS IS NOT A PROSPECTUS BY MASTER WIND ENERGY LIMITED (THE “COMPANY”) BUT AN OFFER FOR SALE DOCUMENT BY EXISTING SHAREHOLDERS NAMELY; Mr.

Nadeem Malik, M/s Master Textile Mills Limited, M/s Procon Engineering (Pvt.) Limited, M/s NM Holding (Pvt.) Limited and M/s Najeeb Holdings (Pvt.) Limited

(the ”OFFERORS”) FOR OFFER FOR SALE OF SHARES HELD IN THE COMPANY .

http://www.ubldirect.com/corporate/ebank

https://ib.summitbank.com.pk/

https://netbanking.bankalfalah.com/

http://www.cdceipo.com/

http://www.cdcpakistan.com/

mailto:[email protected]


https://www.secp.gov.pk/document/initial-public-offering-ipo-a-concise-guide-for-investors/?wpdmdl=29584

https://www.secp.gov.pk/document/initial-public-offering-ipo-a-concise-guide-for-investors/?wpdmdl=29584

http://www.masterwind.com.pk/

http://www.arifhabibltd.com/

http://www.elixirsec.com/

Prospectus | Master Wind Energy Limited

Page 1 of 116

UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Date

WE RUMMAN ARSHAD DAR, THE CHIEF EXECUTIVE OFFICER AND AMIR MUSHTAQ BUTT, THE CHIEF FINANCIAL OFFICER OF MASTER WIND ENERGY LIMITED CERTIFY THAT:

1. THIS PROSPECTUS CONTAINS ALL INFORMATION WITH REGARD TO THE OFFEROR AND THE OFFER, WHICH IS MATERIAL IN THE CONTEXT OF THE OFFER AND NOTHING HAS BEEN CONCEALED IN THIS RESPECT;

2. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE AND BELIEF;

3. THE OPINIONS AND INTENTIONS EXPRESSED THEREIN ARE HONESTLY HELD

4. THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKES THIS PROSPECTUS AS A WHOLE OR ANY PART THEREOF MISLEADING; AND

5. ALL REQUIREMENTS OF THE SECURITIES ACT, 2015; THE DISCLOSURES IN PUBLIC OFFERING REGULATIONS, 2017 FOR PREPARATION OF PROSPECTUS, RELATING TO APPROVAL AND DISCLOSURES HAVE BEEN FULFILLED.

6. NO CHARGES, FEE, EXPENSES, PAYMENTS ETC. HAVE BEEN COMMITTED TO BE PAID TO ANY PERSON IN RELATION TO THIS PUBLIC OFFERING EXCEPT FOR THOSE AS DISCLOSED IN PART 3 OF THE PROSPECTUS.

For and behalf of Master Wind Energy Limited

-Sd- ___________________________ Rumman Arshad Dar Chief Executive Officer

-Sd- ___________________________ Amir Mushtaq Butt Chief Financial Officer


Page 2 of 116

SUPPLEMENT TO THE PROSPECTUS

Note: This Supplement shall be published within 3 working days of the close of Bidding Period in at least all those newspapers in

which the Prospectus of Master Wind Energy Limited is published.

This Supplement is being published pursuant to The Public Offering Regulations, 2017 and in continuation of the Prospectus of

Master Wind Energy Limited earlier published on DD/MM/2018

Master Wind Energy Limited

FLOOR PRICE : PKR 20.75/- PER SHARE STRIKE PRICE : PKR XX/- PER SHARE ISSUE PRICE: PKR XX/- PER SHARE PRICE BAND (MAXIMUM 40%) : PKR 29.05/- PER SHARE Note: Since this Issue is being made through 100% book building with 25% allocation to retail investors, therefore, underwriting of the retail portion is not required. In case the Issue remains unsubscribed, the unsubscribed shares shall be allotted to the successful bidders on pro rata basis. The successful bidders have already given undertakings to subscribe such unsubscribed shares on pro rata basis.

Category wise Breakup of Successful Bidders

S. No Category No. of Bidders No. of shares provisionally allocated

1 Commercial Banks ● ●

2 Development financial institutions ● ●

3 Mutual Funds ● ●

4 Insurance Companies ● ●

5 Investment Banks ● ●

6 Employees’ Provident / Pension Funds ● ●

7 Leasing Companies ● ●

8 Modarabas ● ●

9 Securities Brokers ● ●

10 Foreign Institutional Investors ● ●

11 Any other Institutional Investors ● ●

Total Institutional Investors ● ●

Individual Investors: ● ●

12 Foreign Investors ● ●

13 Local ● ●

Total Individual Investors ● ●

GRAND TOTAL

The bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by

the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares by the

retail investors, if any, to them on pro-rata basis. In case the retail portion is fully subscribed, the bid money shall be immediately

refunded or unblocked.


Page 3 of 116

Glossary of Technical Terms

ACT Securities Act, 2015

AHL Arif Habib Limited

BR Book Runner

BVPS Book Value Per Share

CAGR Compound Annualized Growth Rate

CDA Central Depository Act, 1997

CDC / CDCPL Central Depository Company of Pakistan Limited

CDC Regulations Central Depository Company of Pakistan Limited Regulations

CDS Central Depository System

CNIC Computerized National Identity Card

COI Certificate of Incorporation

Collection Banks (Book Building) Meezan Bank Limited

Companies Act Companies Act, 2017

Commission / SECP Securities and Exchange Commission of Pakistan

CRO Company Registration Office

CUIN Computerized Unique Identification Number

CVT Capital Value Tax

EPS Earnings Per Share

FBR Federal Board of Revenue

FED Federal Excise Duty

GDP Gross Domestic Product

GOP Government of Pakistan

ITO Income Tax Ordinance, 2001

Mn Million

NICOP National Identity Card for Overseas Pakistani

NOC No Objection Certificate

PKR or Rs. Pakistan Rupee(s)

PSX / Exchange Pakistan Stock Exchange Limited

SCRA Special Convertible Rupee Account

SST Sindh Sales Tax

UIN Unique Identification Number

WHT Withholding Tax


Page 4 of 116

DEFINITIONS

Application Money In case of bidding for shares out of the Book Building portion, the total

amount of money payable by a successful Bidder which is equivalent to

the product of the Strike Price and the number of shares to be allotted.

Banker(s) to the Book Building Any bank(s) with whom an account is opened and maintained by the

Offeror for keeping the bid amount.

Meezan Bank Limited (“MEBL”) has been appointed as the Banker to the

Book Building.

Bid An indication to make an offer during the Bidding Period by a Bidder to

subscribe to the Ordinary Shares of Master Wind Energy Limited at a

price at or above the Floor Price, including upward revisions thereto. An

Eligible Investor shall not make a bid with price variation of more than

10% of the prevailing indicative strike price subject to a maximum price

band of 40% of the Floor Price. Please refer to paragraph 2.2.24 for

details.

Bid Amount The amount equal to the product of the number of shares Bid for and

the Bid price.

Bid Collection Center Designated offices of the Book Runner, specified branches of any of the

Scheduled Bank and offices of any other institutions specified by the

Commission where bids are received and processed. For this Offer,

addresses of the Bid Collection Centers are provided in paragraph 2.2.7 of this Prospectus.

Bid Price The price at which bid is made for a specified number of shares.

Bid Revision The Eligible Investors can revise their bids upward subject to the

provision of Regulation 10(2)(iii) of the PO Regulations. The bids can be

revised with a price variation of not more than 10% from the prevailing

indicative Strike Price in compliance with Regulation 10(2)(iii) of the

Regulations.

As per the Regulation 10(2)(vi) of the PO Regulations, the bidder shall

not make downward revision both in terms of Bid Price and Bid

volume; Provided that in case of upward revision of the Bid Price, the

number of shares Bid for i.e. Bid volume may be adjusted ensuring that

the bid amount or bid money remains the same.

As per the Regulation 10(2)(vii) of the PO Regulations, the bidder shall

not withdraw their bids.

Bidder An Eligible Investor who makes bids for shares in the Book Building

process.


Page 5 of 116

Bidding Form The form prepared by the Offeror for the purpose of making bids.

Bidding Period

The period during which bids for subscription of shares are received.

The Bidding Period shall be of two days, from DD/MM/2018 to

DD/MM/2018 both days inclusive (daily from 9:00 a.m. to 5:00 p.m.).

Book Building

A process undertaken to elicit demand for shares Offered through which

bids are collected from the Bidders and a book is built which depicts

demand for the shares at different price levels.

Book Building Account

An account opened by the Offeror with the Collection Bank(s). The

Bidder will pay the Margin Money / Bid Amount through demand draft,

pay order or online transfer in favor of this account as per the

instructions given in paragraph 2.2.16 of this Prospectus and the balance

of the Application Money, if any, shall be paid through this account after

successful allocation of shares under Book Building.

Book Building Portion The part of the total Offer allocated for subscription through the Book

Building.

Book Runner A securities broker or a scheduled bank who holds a valid license from

the Commission to act as an Underwriter and has been appointed as

Book Runner by the Offeror.

Elixir Securities Pakistan (Pvt.) Limited has been appointed as Book

Runner for this Offer.

Book Building System An online electronic system operated by the Designated Institution for

conducting Book Building.

Centralized E-IPO System In order to facilitate investors, the Central Depository Company of

Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”)

through which applications for subscription of securities offered to the

general public can be made electronically. CES has been made available

in this Offer and can be accessed through the web link

(www.cdceipo.com). Payment of subscription money can be made

through 1LINK’s member banks available for CES, list of which is available

on above website.

For making application though CES, investors must be registered with

CES. Registration with CES is free of cost and can be done under a self-

registration process by filling the CES registration form, which is available

24/7 all around the year. Investors who have valid Computerized

National Identity Card (CNIC), bank account with any of the commercial

bank, email address, mobile phone number and CDS Account (Investor

account or sub account) may registered themselves with CES.



Page 6 of 116

Investors who do not have CDS account may visit www.cdcpakistan.com

for information and details.

For further guidance and queries regarding CES and opening of CDS

account, investors may contact CDC at phone number: 0800 – 23275

(CDCPL) and e-mail: [email protected]

Collection Bank Meezan Bank Limited is the collection bank for the Book Building

portion. For this purpose, Meezan Bank Limited has opened an account

titled “Master Wind Energy Limited - Book Building”, Number: [xxx] at

its [xxx] Branch, [City]. The Collection Bank shall keep and maintain the

bid money in the said account. Once the Strike Price is determined and

lists of successful Bidders and successful applicants/allottees are

finalized and shares are credited to the successful Bidders and

applicants, the Consultant to the Offer, after obtaining NOC from PSX,

may request in writing to the Collection Bank for transfer of the money

of successful and accepted applications to the Offeror’s account(s).

Company Master Wind Energy Limited (the “Company” or “MWEL” or “Master

Wind”)

Company’s Legal Advisor Ch. Ejaz Ahmed

Commission Securities & Exchange Commission of Pakistan (“SECP”).

Consolidated Bids A bid which is fully or partially beneficially owned by persons other than

the one named therein.

Consultant to the Offer Any person licensed by the Commission to act as a Consultant to the

Offer.

Arif Habib Limited has been appointed as Consultant to the Offer by

Offeror for this Offer.

Designated Institution Includes securities exchange, central depository or clearing house

approved by the Commission to provide a system for conducting Book

Building.

Pakistan Stock Exchange Limited (“PSX”) will act as the Designated

Institution for this Offer.

Dutch Auction Method The method through which Strike Price is determined by arranging all

the Bid Prices in descending order along with the number of shares and

the cumulative number of shares bid for at each Bid Price. The Strike

Price is determined by lowering the price to the extent that the total

number of shares Offered under the Book Building Portion are

subscribed.




Page 7 of 116

e-IPO facility E-IPO is submission of application for subscription of securities

electronically through internet, Automated Teller Machines (ATM) and

mobile phones. In order to facilitate the public during IPOs, SECP has

introduced the concept of e-IPO. The following two systems are available

for e-IPOs:

(i) Centralized e-IPO System (CES): In order to facilitate investors, the Central Depository Company of

Pakistan (“CDC”) has developed a Centralized e-IPO System (“CES”)

through which applications for subscription of securities offered to the

general public can be made electronically. CES has been made available

in this Offer and can be accessed through the web link

(www.cdceipo.com). Payment of subscription money can be made

through 1LINK’s member banks available for CES, list of which is available

on above website.

For making application though CES, investors must be registered with

CES. Registration with CES is free of cost and can be done under a self-

registration process by filling the CES registration form, which is available

24/7 all around the year. Investors who have valid Computerized

National Identity Card (CNIC), bank account with any of the commercial

bank, email address, mobile phone number and CDS Account (Investor

account or sub account) may registered themselves with CES.

Investors who do not have CDS account may visit www.cdcpakistan.com

for information and details.

For further guidance and queries regarding CES and opening of CDS

account, investors may contact CDC at phone number: 0800 – 23275

(CDCPL) and e-mail: [email protected] or Mr. Moheel Ali Khan at Phone

021-34326030 and email: [email protected].

Investors who are registered with CES can submit their applications

through the web link www.cdceipo.com 24 hours a day during the

subscription period which will close at midnight on DD/MM/2018.

(ii) e-IPO facilities by Bankers to the Offer: Currently, UBL, SMBL and BAFL are providing e-IPO facilities to their

respective accountholders. UBL account holders can use UBL Net

Banking to submit their application via link

http://www.ubldirect.com/corporate/ebank.

SMBL account holders can use SMBL Net Banking to submit their

application via link https://ib.summitbank.com.pk.

BAFL account holders can use BAFL Net Banking to submit their

application via link: https://netbanking.bankalfalah.com

Account holders of UBL, SMBL and BAFL can submit their applications

through the above mentioned link 24 hours a day during the

subscription period which will close at midnight on DD/MM/YY.







Page 8 of 116

Eligible Investor An individual and Institutional Investor whose Bid Amount is not less

than the minimum bid size of PKR 2,000,000 (Two Million Rupees only).

Floor Price The minimum price per share set by the Offeror in consultation with

Consultant to the Offer. For this Offer, Floor Price is PKR 20.75/- per

share.

General Public

All Individual and Institutional Investors including both Pakistani

(residents & non-residents) and foreign investors.

Initial Public Offer (IPO) Initial Public Offering or IPO means first time offer of securities to the

general public.

Institutional Investors Any of the following entities:

A financial institution; A company as defined in the Companies Act, 2017; An insurance company established under the Insurance Ordinance,

2000; A securities broker A fund established as Collective Investment Scheme under the Non-

Banking Finance Companies and Notified Entities Regulations, 2008; A fund established as Voluntary Pension Scheme under the

Voluntary Pension System Rules, 2005; A private fund established under Private Fund Regulations, 2015; Any employee’s fund established for beneficial of employees; Any other fund established under any special enactment; A foreign company or any other foreign legal person; and Any other entity as specified by the Commission.

Key Employees Chief Executive Officer, Directors, Chief Financial Officer and Company

Secretary of the Company.

Limit Bid The bid at a Limit Price.

Limit Price The maximum price a prospective Bidder is willing to pay for a share

under Book Building

Listing Committee Listing Committee, shall mean a committee comprising of at least seven

members including at least three external members for review and

approval of the Prospectus and the listing application.

Margin Money The partial or total amount, as the case may be, paid by a bidder at the

time of registering as an Eligible Investor. The Book Runner shall collect

full amount of the bid money as Margin Money in respect of bids placed

by an individual investor and not less than twenty five percent (25%) of


Page 9 of 116

the bid money as Margin Money in respect of bids placed by an

institutional investors.

Minimum Bid Size The Bid amount equal to Two Million Rupees (PKR 2,000,000/-).

Offer For Sale (“OFS”)

Offer for Sale Document (“OFSD”)

Offer of 84,341,250 Ordinary Shares representing 25% of total post-OFS paid-up capital having a Face Value of PKR 10/- each.

The entire Offer will be offered through Book Building at a Floor Price of PKR 20.75/- per share

Initially, 75% of the Offer size or 63,255,750 Ordinary Shares will be

allotted to Successful Bidders and 25% of the Offer or 21,085,500

Ordinary Shares will be offered to Retail Investors at the Strike Price. Any

unsubscribed retail portion will be allocated to Successful Bidders on a

pro-rata basis.

The Prospectus of the Offerors for the Offer of its 84,341,250 ordinary

shares to the public (including both the Institutional Investors and retail

investors) containing all the information and disclosures as required

under the Securities Act, 2015, and the Public Offering Regulations,

2017.

Offer Price The price at which Ordinary Shares of the Company are offered to the General Public. The Offer Price will be the Strike Price.

Offeror Mr. Nadeem Malik, M/s Master Textile Mills Limited, M/s Procon Engineering (Pvt.) Limited, M/s NM Holding (Pvt.) Limited and M/s Najeeb Holdings (Pvt.) Limited

Ordinary Shares Ordinary Shares of Master Wind having face value of PKR 10.00/- each.

Price Band Floor Price with an upper limit of 40% above the Floor Price, allowing

Bidder to make Bid at Floor Price or within the Price Band.

Prospectus Prospectus means any document described or Offered as a prospectus

and includes any document, notice, circular, material, advertisement,

and Offer for Sale Document, publication or other invitation offering to

the public (or any section of the public) or inviting offers from the public

for the subscription or purchase of any securities of a company.

As per the definition of Prospectus as defined in Securities Act 2015 and

the Public Offering Regulation, 2017, this OFSD comes under the ambit

of Prospectus.

Registration Form The form which is to be submitted by the Eligible Investors for

registration to participate in the Book Building process. The registration

period shall commence three days before the start of the Bidding Period


Page 10 of 116

from DD/MM/2018 to DD/MM/2018 from 9:00 am to 5:00 pm and shall

remain open till 3:00 pm on the last day of the Bidding Period.

PO Regulations The Public Offering Regulations, 2017

Related Employees Related Employees mean such employees of the Offeror, the Book

Runner, the Underwriters, and the Consultants to the Offer, who are

involved in the Offer. Please refer to paragraph 2.2.26 for further details.

Securities Regulations Chapter 5 of the Rule Book of the Pakistan Stock Exchange Limited, titled

‘Listing of Companies and Securities Regulation’.

Sponsor A person who has contributed initial capital in the issuing company or has the right to appoint majority of the directors on the board of the issuing company directly or indirectly;

A person who replaces the person referred above; and

A person or group of persons who has control of the issuing company whether directly or indirectly.

Step Bid Step Bid means a series of limit bids at increasing prices. In case of a step

bid the amount of each step will not be less than Rupees Two Million

(PKR 2,000,000/-).

Strike Price

The price per ordinary share of the Offer determined / discovered on the

basis of Book Building process in the manner provided in the Regulations,

at which the shares are Offered to the successful Bidders. The Strike

Price will be disseminated after conclusion of Book Building through

publication in at least all those newspapers in which the PROSPECTUS

was published and also posted on the websites of the Securities

Exchange, Consultant to the Offer, Book Runner and the Company.

Supplement to the PROSPECTUS The Supplement to the PROSPECTUS shall be published within three (3)

working days of the closing of the Bidding Period at least in all those

newspapers in which the PROSPECTUS was earlier published and

disseminated through the Securities Exchange where shares are to be

listed.

System An online electronic system operated by the Designated Institution for

conducting Book Building.

TRE Certificate Trading Right Entitlement Certificate (“TREC”)

Interpretation: ANY CAPITALIZED TERM CONTAINED IN THIS PROSPECTUS, WHICH IS IDENTICAL TO A CAPITALIZED TERM DEFINED HEREIN, SHALL, UNLESS THE CONTEXT EXPRESSLY INDICATES OR REQUIRES OTHERWISE AND TO THE EXTENT AS MAY BE APPLICABLE GIVEN THE CONTEXT, HAVE THE SAME MEANING AS THE CAPITALIZED / DEFINED TERM PROVIDED HEREIN.


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Table of Contents

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ...................................................................... 12

2 VALUATION, BOOK BUILDING PROCEDURE AND SHARE CAPITAL .................................................... 15

3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ........................................... 52

4 OVERVIEW, HISTORY AND PROSPECTS ............................................................................................. 54

5 FINANCIAL INFORMATION ................................................................................................................ 65

6 MANAGEMENT .................................................................................................................................. 83

7 MISCELLANEOUS INFORMATION ...................................................................................................... 95

8 APPLICATION AND ALLOTMENT INSTRUCTIONS ............................................................................. 100

9 SIGNATORIES ON BEHALF OF OFFERORS’ ....................................................................................... 104

10 SIGNATORIES TO THE PROSPECTUS ................................................................................................ 105

11 MEMORANDUM OF ASSOCIATION ................................................................................................. 106

12 REGISTRATION AND BIDDING FORMS ............................................................................................. 114

13 APPLICATION FORM ........................................................................................................................ 115


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1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1 APPROVAL OF THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN Approval of the Securities & Exchange Commission of Pakistan (the "Commission" or the "SECP") under Section 87(2) of the Securities Act, 2015 read with Section 88(1) thereof, has been obtained by Master Wind Energy Limited for the Offer, circulation and publication of this offering document (hereinafter referred to as the “PROSPECTUS”) vide their letter No. [xxx] Dated [dd/mm/2018]. DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARD TO THEM BY THE COMPANY IN THIS PROSPECTUS.

SECP HAS NOT EVALUATED QUALITY OF THE OFFER AND ITS APPROVAL FOR OFFER, CIRCULATION AND PUBLICATION OF THE PROSPECTUS SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY OF THE OFFER BEFORE BIDDING / SUBSCRIBING.

SECP NEITHER TAKES RESPONSIBILITY FOR CORRECTNESS OF THE CONTENTS OF THIS PROSPECTUS NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER.

1.2 APPROVAL OF PROSPECTUS BY PSX The Prospectus of the Company has been approved by PSX vide letter No. [•] dated [•] in accordance with the requirements of the Securities Regulations.

DISCLAIMER:

PSX HAS NOT EVALUATED THE QUALITY OF THE OFFER AND ITS CLEARANCES SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE PUBLIC / INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE OFFER BEFORE SUBSCRIBING.

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY PSX.

THE CONTENTS OF THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION TO INVEST IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT BY PSX, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY CONNECTION WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF PSX.

IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY PSX AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.

PSX DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANYONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO, INACCURACIES, INCOMPLETENESS AND / OR MISTAKES, FOR DECISIONS AND /OR ACTIONS TAKEN, BASED ON THIS DOCUMENT.

PSX NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE COMPANY TO FULFILL ITS OBLIGATIONS THEREUNDER.

ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.


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1.3 LISTING AT PSX Application has been made to PSX for permission to deal in and for quotation of the shares of the Company.

If for any reason the application for formal listing is not accepted by PSX or approval for formal listing is not granted by PSX before the expiration of twenty-one days from the date of closing of the subscription period / list or such longer period not exceeding forty-two days as may, within the said twenty-one days, be notified to the applicants for permission by the PSX, the Offeror undertakes that a notice to that effect will immediately be published in the press and will refund Application Money to the applicants without surcharge as required under the provisions of Section 69 of the Companies Act.

If any such money is not repaid within eight (08) days after the Company becomes liable to repay it, the Directors of the Company shall be jointly and severally liable to repay that money from the expiration of the eight day together with surcharge at the rate of two percent (2.0%) for every month or part thereof from the expiration of the eight day and, in addition, shall be liable to a penalty of level 3 on the standard scale in accordance with the provisions of sub-section (2) of Section 69 of the Companies Act.

As required under sub-section (3) of Section 69 of the Companies Act, the Application Money including the Bid Money, in case of Book Building, shall be deposited and kept in a separate bank account in a scheduled bank so long as the Company may become liable to repay it under sub-section (2) of Section 69 of the Companies Act; and, if default is made in complying with the said sub-section (3), the Company and every officer of the Company who authorizes or permits the default shall be liable to a penalty of level 2 on the standard scale.


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1.4 CERTIFICATE BY THE OFFERORS

Date

The Chief Executive

Pakistan Stock Exchange Limited

Stock Exchange Building

Stock Exchange Road

Karachi

We being the Offerors accept absolute responsibility for the disclosures made in this Prospectus. We hereby certify that we have reviewed this Prospectus and that it contains all the necessary information with regard to the Offer and constitutes full, true and plain disclosures of all material facts relating to the shares being offered through this Prospectus and that nothing has been concealed.

The information contained in this Prospectus is true and correct to the best of our knowledge and the opinions and intents expressed herein are honestly held.

There are no other facts, the omission of which makes this Prospectus as a whole or any part thereof misleading.

-Sd- ___________________________ Nadeem Malik

-Sd- ___________________________ Najeeb Malik For and on behalf of Master Textle Mills Limited

-Sd- ______________ Nadeem Malik For and on behalf of Procon Engineering (Pvt.) Limited

-Sd- ______________ Shahzad Malik For and on behalf of NM Holdings (Pvt.) Limited

-Sd- ______________ Najeeb Malik For and on behalf of Najeeb Holdings (Pvt.) Limited


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2 VALUATION, BOOK BUILDING PROCEDURE AND SHARE CAPITAL

2.1 VALUATION SECTION The ordinary shares of Master Wind Energy Limited (“MWEL” or the “Company”) are being Offered at Floor Price of PKR 20.75/- per share i.e. at a premium of PKR 10.75/- per ordinary share to the face value of PKR 10.00/- per ordinary share. The Consultant to the Offer has reviewed the business performance of the Company and in their opinion, the Floor Price of PKR 20.75/- per share is justified based on:

2.1.1 Strong Sponsor Profile

The principal sponsor of MWEL is Master Group, which holds 100% shareholding in the Company through Master

Textile Mills, Procon Engineering, NM Holdings (Pvt.) Ltd., Najeeb Holdings (Pvt.) Ltd. and the Malik family. Master

Group is a well diversified group with investments in bedding, home and office furniture and related products,

automotive, chemical, textile and pwer generation.

Master Group started operations in 1963 entering the bedding industry with their brand Master Molty foam and

since then has been the most trusted name in the bedding industry in Pakistan. Master Motor Corp (Pvt.) Ltd. is the

authorized assembler/manufacturer in Pakistan for leading commercial vehicles of world renowned Brands,

including Mitsubishi – Japan, Yutong – China and Foton – China, Master Motor has one of the largest after sale

service networks across the country. Master Textile Mills Ltd. is one of the leading textile manufacturers of Pakistan,

engaged in the export of quality Yarns, Garments and Fibers. Some of the major customers of Master Textile include

Levis, Calvin Klein, Guess etc. Procon Engineering (Pvt.) Ltd. manfactures car seats, its current customers includes

Honda, Toyota, Suzuki, Nissan, HINO and Yamaha etc.

MWEL will be the first Master Group company to list on the PSX and will also be the first wind power plant to be

listed on the local stock exchange.

2.1.2 Guaranteed Off-take

MWEL has entered into a twenty (20) year Energy Purchase Agreement dated January 16, 2015 with National

Transmission and Dispatch Company (“NTDC”) (the 20 - year period took effect from commencement of commercial

operations on October 14, 2016), which guarantees the purchase of power generated by MWEL (the “EPA”).

2.1.3 USD Benchmarked Rate of Return

The tariff provided to MWEL is based on take or pay principal i.e. MWEL will be paid the tariff as long as the plant is

available to produce electricity during the term of the EPA. Further the Return on Equity portion of the tariff is dollar

based and any devaluation or appreciation in PKR against the USD is adjusted in the tariff each quarter.

The base tariff given to MWEL without indexation is as follows:

Year O&M Insurance ROE

Principal + Interest

Tariff

Rs./kWh Rs./kWh Rs./kWh Rs./kWh Rs./kWh

1 - 10 1.6040 0.7833 4.8341 10.4259 17.6473

11 - 20 1.6040 0.7833 4.8341 - 7.2214

Levelized 14.7462

Indexation PKR/USD & US CPI PKR/USD PKR/USD KIBOR/LIBOR Levelized Tariff @ 10% = US cents 15.1088 / kWh


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2.1.4 Successful Operational History

MWEL plant started commercial production of electricity in October 2016 and has since operated without any major

issues. The plant has an installed capacity of 52.8 MW.

2.1.5 GOP Guarantee

The Company signed an Implementation Agreement (“IA”) with the Islamic Republic of Pakistan (“GOP”) in January

2015 and the standard IA Guarantee was provided to MWEL by GOP in March 2015 which acts as sovereign

guarantee for the debt and equity investors of the project and guarantees the obligation of NTDC under the EPA.

2.1.6 Shari’ah Compliance

Master Wind Energy Limited has been declared Shari’ah compliant by Meezan Bank Limited during their review of

Audited Financial Statements of MWEL as at December 31, 2017 in its capacity as Banker to the Book Building.

Profile of Shari’ah Advisor

Meezan Bank Limited, Pakistan’s first and largest Islamic bank, is a publicly listed company with a paid-up capital of

Rs. 10 billion. With its Vision of establishing ‘Islamic banking as banking of first choice. The bank commenced

operations in 2002, after being issued the first-ever Islamic commercial banking licence by the State Bank of Pakistan.

The bank provides a comprehensive range of Islamic banking products and services through a retail banking network

of more than 600 branches. The bank operates strictly under the principles of Islamic Shariah and is well-recognized

for its product development capability, Islamic banking research and advisory services. In order to ensure strict

Shariah-compliance in all its products and services, the Bank has established a dedicated Product Development and

Shariah Compliance department that operates under the supervision of the bank’s in-house Resident Shariah Board

Member and a Shariah Supervisory Board comprising of internationally renowned Shariah scholars.

2.1.7 Management Quality

MWEL’s management team comprises of qualified professionals possessing sufficient experience in various sectors.

Mr. Rumman A. Dar, the CEO, has over 16 years of experience in Corporate Finance, Financial Advisory and

Investment Banking. Prior to joining Master Group, he was a Partner at Bridge Factor (boutique financial advisory

firm) where he oversaw the firm’s power sector clients. Mr. Dar and has been with the Company for last 3 years.

The Company has a well-defined organizational structure with the CEO reporting to the board. The heads of the

Support System Department and Strategic Business Unit report directly to the CEO. The top management is

supported by a team of professionals working under various sub-divisions to ensure smooth reporting. Mr. Amir

Mushtaq Butt, the CFO/Company Secretary has over 33 years of experience in the field of accounting and finance .

2.1.8 Strong O&M Contractor

The operation and maintenance (O&M) poses a risk to IPPs for not being able to deliver required performance. While

inability to deliver expected and required contractual performance does not lead to levy on any liquidity damages it

does result in drying up of cash flows. In order to negate this risk, the Company has entered into O&M contracts

with the Engineering, Procurement and Construction contractor (“EPC”) for intitial 2 year warranty period

(“Warranty Period O&M”) and with General Electric International Limited (“GE”) for another 8 years post expiry of

the warranty period. It is worth mentioning that even during the Warranty Period O&M the services GE being the

original equipment manufacturer is hired as the sub-operator by the EPC.


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2.1.9 Strong Credit Rating

The Company’s long term Entity rating is A and short term rating is A1 as awarded by PACRA in December 2017.

Historical rating is provided in the following table:

Dissemination Date Long term Short term Outlook

22 December 2017 A A1 Stable

30 May 2017 A A1 Stable

Source: PACRA Credit Rating Report December, 2017

2.1.10 Justification

Based on their review, the Consultant to the Offer is of the opinion that the historical performance of the Company,

the sponsor’s profile, quality of management and guaranteed return in USD terms indicate sustainability of business

performance in the future.

Furthermore, with ever increasing electricity demand as a result of economic boom in Pakistan, the Company is

sitting in a position to take advantage of such expansion.

2.2 BOOK BUILDING PROCEDURE

2.2.1 Brief Structure

The Present Offer

The Offer comprises of 84,341,250 Ordinary shares of face value of PKR 10/- each, which constitutes 25% of the total post-OFS paid up capital of the Company.

The entire Offer of 84,341,250 Ordinary Shares will be offered through Book Building process at a Floor Price of PKR 20.75/- per share. Initially, 75% of the Offer size or 63,255,750 Ordinary Shares will be allotted to Successful Bidders and 25% of the Offer or 21,085,500 Ordinary Shares will be offered to retail investors at the Strike Price. Any unsubscribed portion of the General Subscription portion will be allocated to Successful Bidders of the Book Building portion on a pro-rata basis.

The Floor Price of PKR 20.75/- has a maximum Price Band of 40% beyond which no bids shall be accepted. At maximum Price Band, the highest price that can be bid for shall be PKR 29.05/- per share.

The Bidders shall give an undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by the retail investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares of the retail portion, if any, to them on pro-rata basis. In case the retail portion is fully subscribed, the bid money shall be unblocked within one (1) working day or refunded within three (3) working days from the date of confirmation of shares subscribed in the general portion.

Within 3 working days from the close of the Bidding Period, a Supplement to the Prospectus will be published in at least all those newspapers in which the Prospectus is published. The Supplement will contain information related to the Strike Price, the Offer Price, dates of the Public Subscription, and category wise break-up of the Successful Bidders. Format of the Supplement is given on page 3 of this Prospectus.


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2.2.2 Types of Bids and Procedure for making a Bid

Book Building is a process whereby investors bid for a specific number of shares at various prices. The Offeror set a Floor Price, which is the minimum / lowest price a Bidder can bid at. An order book of bids is maintained by the Book Runner, which is then used to determine the Strike Price through the “Dutch Auction Method”.

Under the Dutch Auction Method, the Strike Price is determined by lowering the Bid Price to the extent that the total number of shares Offered through the Book Building process is subscribed.

A bid by a Bidder can be a “Limit Bid”, or a “Step Bid”, each of which are explained below:

Limit Bid: Limit bid is at the Limit Price, which is the maximum price a Bidder is willing to pay for a specified number of shares.

In such a case, a Bidder explicitly states a price at which he / she / it is willing to subscribe to a specific number of shares. For instance, a Bidder may bid for 1 million shares at PKR 20.75 per share, based on which the total Application Money would amount to PKR 20.75 million. In this case the Bid Amount will be also PKR 20.75 million. Since the Bidder has placed a Limit Bid of PKR 20.75 per share, this indicates that he / she / it is willing to subscribe the shares at a price up to PKR 20.75 per share.

Step Bid: A series of Limit Bids at increasing prices. The amount of any individual step shall not be less than PKR.

2,000,000.

Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. A Bidder may, for instance, make a bid for 0.8 million shares at PKR 20.75 per share, 0.6 million shares at PKR 21.00 per share and 0.4 million shares at PKR 21.25 per share. Therefore in essence the Bidder has placed one Step Bid comprising of three Limit Bids at increasing prices. The Bid amount will be PKR 37.7 million. In case of individual Bidder, the Margin Money will be 100% i.e. PKR 37.7 million whereas in case of Bidders being Institutional Investor the Margin Money shall be 25% of the Bid amount i.e. PKR 9.425 million.

RESTRICTIONS:

(i) AN ELIGIBLE INVESTOR SHALL NOT:

(a) MAKE BID BELOW THE FLOOR PRICE AND ABOVE THE UPPER LIMIT OF THE PRICE BAND; (b) MAKE BID FOR MORE THAN 5% OF THE SHARES ALLOCATED UNDER THE BOOK BUILDING

PORTION EXCEPT FOR INSTITUTIONAL INVESTORS WHO MAY MAKE BID UP TO 10% OF THE SHARES ALLOCATED UNDER THE BOOK BUILDING PORTION

(c) MAKE A BID WITH A PRICE VARIATION OF MORE THAN 10% OF THE PREVAILING INDICATIVE STRIKE PRICE AS PER REGULATION 10(2)(iii) OF THE PO REGULATIONS

(d) PLACE CONSOLIDATED BID (e) MAKE MORE THAN ONE BID SEVERALLY OR JOINTLY (f) MAKE DOWNWARD REVISION BOTH IN TERMS OF BID PRICE AND BID VOLUME; PROVIDED

THAT INCASE OF UPWARD REVISION OF THE BID PRICE, THE NUMBER OF SHARES BID FOR I.E. BID VOLUME MAY BE ADJUSTED ENSURING THAT THE BID AMOUNT OR BID MONEY REMAINS THE SAME; OR

(g) WITHDRAW BID

(ii) RELATED EMPLOYEES OF THE OFFEROR, CONSULTANT TO THE OFFER AND THE BOOK RUNNERS SHALL NOT PARTICIPATE IN THE BIDDING PROCESS.

(iii) NO PERSON SHALL TAKE PART IN THE BOOK BUILDING PROCESS, DIRECTLY OR INDIRECTLY SEVERALLY OR JOINTLY IN ANY MANNER OR ENGAGE IN ANY ACT OR PRACTICE WHICH CREATE A FALSE AND MISLEADING APPEARANCE OF ACTIVE BIDDING FOR RAISING OR DEPRESSING STRIKE PRICE IN THE BOOK BUILDING PROCESS.


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(iv) AS PER REGULATION 7(8) OF THE PO REGULATION, THE ASSOCIATES OF THE OFFEROR AS DISCLOSED IN THE PROSPECTUS SHALL NOT IN AGGREGATE MAKE BIDS IN EXCESS OF TEN (10) PER CENT OF THE SHARES OFFERED THROUGH BOOK BUILDING.

(v) AS PER REGULATION 7(9) OF THE PO REGULATIONS, THE ASSOCIATES OF THE CONSULTANT TO THE OFFER AND BOOK RUNNERS SHALL NOT IN AGGREGATE MAKE BIDS IN EXCESS OF FIVE (5) PERCENT OF THE SHARES OFFERED THROUGH BOOK BUILDING.

LIST OF ASSOCIATED COMPANIES AND UNDERTAKINGS OF THE OFFEROR, NAMES OF RELATED EMPLOYEES OF THE OFFEROR, CONSULTANT TO THE OFFER AND BOOK RUNNERS ARE PROVIDED IN SECTION 2.2.26.

Once the Bidding Period has lapsed and the book has been built, the, Strike Price shall be determined on the basis of Dutch Auction Method.

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, about the Strike Price and the number of shares provisionally allotted to each of them. The bid money of Bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of unsubscribed retail portion, if any, to them on pro-rata basis. Upon intimation by the Book Runner of the final allocation, successful institutional Bidders shall deposit their balance margin money within (3) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to him / her / it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner.

As per regulation 9(16) of the PO Regulations, the successful Bidders shall be issued shares at the time of issuance of shares to the retail investors. Shares to successful Bidders shall be issued only in the form of book-entry through credit in their respective CDS accounts (Investors Account or Sub-Account). All the Bidders shall, therefore, provide number of their CDS accounts in the bid application.

The Bidders must fill-in the part of the Bidding Form under the heading, “Dividend Mandate” to enable the Company to directly credit their cash dividend, if any, in their respective International Bank Account Number (“IBAN”).

2.2.3 Mechanism for Determination of Strike Price

1. At the close of the Bidding Period, the Strike Price shall be determined on the basis of Dutch Auction Method by the Designated Institution. Under this methodology, the Strike Price is determined by lowering the price to the extent that the total number of shares Offered is subscribed.

2. The Order Book shall display the bid prices in a tabular form in descending order along with the number of shares bid for and the cumulative number of shares at each price level.

3. As per the Regulation 9(12) of PO Regulation, in case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price on proportionate basis.

The mechanism for determination of the Strike Price can be understood by the following illustration:

1. Number of shares being Offered through the Book Building: 84,341,250 Ordinary Shares

2. Floor Price: PKR 20.75/- per Ordinary Share with maximum price band of 40%

3. Bidding Period: From DD/MM/2018 to DD/MM/2018

4. Bidding Time: 9:00am – 5:00pm

5. Bidding Revision Time (Upward Revision only): 9:00am – 5:00pm on all days

Bidder Price(PKR/share) Quantity Cummulative Number of shares Category of Order

Institution A 26.30 6,000,000 6,000,000 Limit Price

Institution B 26.20 6 ,500,000 12,500,000 Limit Price


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HNWI A 26.10 4,200,000 16,700,000 Step Bid

Institution C 26.00 7,000,000 23,700,000 Limit Price

Institution D 25.90 8,000,000 31,700,000 Limit Price

Institution E 25.80 8,200,000 39,900,000 Limit Price

HNWI B 25.70 3,500,000 43,400,000 Limit Price

HNWI A 25.60 3,000,000 46,400,000 Step Bid

Institution F 25.50 7,500,000 53,900,000 Limit Price

Institution G 25.40 7,800,000 61,700,000 Limit Price

Institution H 25.30 5,000,000 66,700,000 Limit Price

HNWI C 25.20 3,800,000 70,500,000 Limit Price

Institution I 25.10 8,400,000 78,900,000 Step Bid

Institution H 26.00 2,000,000 78,900,000 Limit Price

HNWI D 25.00 3,000,000 81,900,000 Step Bid

HNWI E 24.90 3,100,000 85,000,000 Limit Price

Institution J 23.50 1,000,000 86,000,000 Step Bid

HNWI E 22.83 900,000 86,900,000 Step Bid

HNWI F 20.75 500,000 87,400,000 Limit Price

On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the Strike

Price would be set at PKR 24.90 per share to sell the required quantity of 84,341,250 ordinary shares.

At PKR 26.30 per share, investors are willing to buy 6,000,000 shares. Since 78,341,250 shares are still available, therefore the price will be set lower.








Strike Price

determine through

Dutch Auction

Method

Bid has been

revised upwards

and placed at

PKR 25.30

Total shares

subscribed


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At PKR 24.90 per share, investors are willing to buy 3,100,000 shares. Since after bidding for 3,100,000 shares at PKR 24.90 per share, no shares will be available therefore the Strike Price will be set at PKR 24.90 per share for the entire lot of 84,341,250 shares.

The Bidders who have placed bids at prices above the Strike Price (which in this illustration is PKR 24.90 per share), will become entitled for allotment of shares at the Strike Price and the differential would be refunded.

In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares shall be allotted against the bids made at the Strike Price on proportionate basis as per Regulation 9(12) of the PO Regulations.

The Bidders who have made bids below the Strike Price shall not qualify for allotment of securities and the Book Runner shall intimate their respective banks for unblocking their Bid Money within one (1) working day of the close of the Bidding Period as per Regulation 9(13) of PO Regulation and the refunds, where required to such Bidders shall be made within three (3) working days from the close of the Bidding Period

As per the Regulation 7(4) of PO Regulation, Bidders shall be allowed to place bids for hundred (100%) percent of

the Offer size and the strike price shall be the price at which hundred (100%) percent of the Offer size is subscribed.

However, the successful Bidders would be allotted and issued only seventy-five (75%) percent of the Offer size and

the remaining twenty-five (25%) percent would be offered to the retail investor. The Bidders shall give an

undertaking along with the application that they would subscribe to the unsubscribed shares, if any, by the retail

investors and their remaining bid money would remain deposited/ blocked till allotment of unsubscribed shares by

the retail investors, if any, to them on pro-rata basis. In this case, the retail portion may not be underwritten.

The bid money of Bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited

or blocked till allotment of unsubscribed retail portion, if any, to them on pro rata basis as per Regulation 9(15) of

PO Regulation.

In case the retail portion is fully subscribed, the bid money shall be unblocked within one (1) working day or refunded

within three (3) working days from the date of confirmation of shares subscribed in the general public portion.

2.2.4 Timeframe for intimation to the successful Bidders and mechanism for payment of the balance amount by the successful Bidders

Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price

and the number of shares provisionally allotted to each of them. Upon intimation by the Book Runner of the final

allocation, successful institutional Bidders shall deposit their balance margin money within (3) days of such

intimation. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited

by such Bidder shall be forfeited to the Book Runner.


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2.2.5 Interest of Consultant to the Offer and Book Runner and the Offeror other than their Role as Consultant and Book Runner to the Offer

The Consultant to the Offer and Book Runner are deemed to be interested to the extent of fees payable to them by

the Offeror for the services of Consultant and Book Runner to the Offer. The Consultant and Book Runner have no

other interest in any property or profits of the Company.

2.2.6 Consultant to the Offer

Arif Habib Limited has been appointed by the Offeror as Consultant to this Offer.

2.2.7 Book Runner

Elixir Securities Pakistan (Private) Limited having underwriting license has been appointed by the Offeror as the Book Runner to this Offer.

Roles and Responsibilities of the Book Runner

The Book Runner to the issue shall be responsible to:

1. ensure that necessary infrastructure and electronic system is available to accept bids and to conduct the whole Book Building process in a fair, efficient and transparent manner;

2. ensure blocking of bid and margin money of the Bidders in their respective accounts;

3. the Book Runner must be financially capable for honoring its commitments arising out of defaults by their investors, if any;

4. use the software provided by the Designated Institution for the Book Building on such terms and conditions as may be agreed with the Designated Institution through an agreement in writing;

5. ensure that the software used for Book Building is based on Dutch Auction Method for display of the order book and determination of the strike price;

6. ensure that the Bidders can access to the System and can revise their bids electronically using the user ID and the password;

7. ensure that it has obtained list and Unique Identification Number (“UIN”) of the associates of the Issuer, the Consultant to the Issue and all the related employees;

8. ensure that names and UIN of all the persons mentioned under section 2.2.26 are entered and capped in a manner as prescribed in the PO Regulations before commencement of the Bidding Period;

9. ensure that no bid or bids exceeding ten per cent (10%), in aggregate, is or are made by the associated companies and associated undertakings of the Issuer;

10. ensure that no bid in aggregate exceeding five per cent (5%) is made by the associated companies and associated undertakings of the Consultant to the Issue and the Book Runner;

11. enter into an underwriting agreement, if required, with the Issuer with respect to underwriting of the Book Building portion for covering the default risk;

12. establish bid collection centres at least in Islamabad, all the provincial capitals, Azad Kashmir and Gilgit/ Baltistan;

13. maintain record of all the bids received; and

14. ensure that all the Bids received in the Bid Collection Centers are entered into the system developed by the Designated Institution for the purpose of Book Building within the prescribed time.


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The Book Runner have established bid collection centers at the following addresses (direct & fax numbers in all

centers).

Bid Collection Centers

The Book Runner has established bid collection centers at the following addresses:

Karachi

Contact Officer: Usman Saeed Waqar Ali

Direct No.: +92 21 - 3564 3413 +92 21 - 3564 3413

PABX No.: +92 21 - 111 354 947 - 3147 +92 21 - 111 354 947 - 3160

Fax No.: 021 - 3569 4696 +92 21 - 3569 4696

Email: [email protected] [email protected]

Postal Address: Elixir Securities Pakistan (Private) Limited, 8th Floor, Dawood Center, M.T. Khan Road, Karachi, Pakistan

Elixir Securities Pakistan (Private) Limited, Room # 714, New Building, Pakistan Stock Exchange, Stock Exchange Road, Karachi, Pakistan

Lahore

Contact Officer: Tahir Maqbool Imtiaz Ahmed Bhatti

Direct No.: +92 42-3577 2643 +92 42-3587 8238

Fax No.: +92 42-3587 8237 +92 42-3587 8237


Postal Address: Ground Floor, Rehman Business Centre, 32-B-111, Gulberg 111, Lahore, Pakistan

Ground Floor, Rehman Business Centre, 32-B-111, Gulberg 111, Lahore, Pakistan

Islamabad Peshawar

Contact Officer: Asim Ghafoor Qureshi Haroon Khan

Mobile No.: +92 300-856 1461 +92 346 820 0697

Direct: +92 51-289 4581 +92 91 921 3470

Fax No: +92 51-289 4587 +92 91 921 3474


Postal Address: Office No. 507, 5th Floor, ISE Tower, Blue Area, Islamabad, Pakistan

Meezan Bank Saddar Road Branch,6-Saddar Road, Peshawar Cantt

Quetta Azad Kashmir

Contact Officer: Abdul Khaliq Kakar Asif Bashir

Mobile No.: +92 310-5000-111 +92 304-092 3354

Direct: +92 81-282 9755 +92 5822 920 461

Fax No: +92 81-282 9587 +92 5822 920 462


Postal Address: Meezan Bank M.A Jinnah Road Branch, Manaan Chowk, M.A Jinnah Road, Quetta

Meezan Bank Muzafarabad Branch, Sathra Road, Old Secreteriat, Muzafarabad, Azad Kashmir

Azad Kashmir

Contact Officer: Amir Sultan

Mobile No.: +92 346 533 3475

Direct: +92 5811 458 037

FAX No: +92 5811 458 041

Email: [email protected]

Postal Address: Meezan Bank Gilgit Baltistan Branch, NLI Market, Gilgit Baltistan



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2.2.8 Roles and Responsibilities of the Designated Institution

PSX being provider of the Book Building System, shall ensure that Book Building System shall smoothly perform

following functions:

1. Record name, UIN, National Tax Number (“NTN”), postal and email addresses, land line and cell numbers, IBAN

and branch address and complete CDS Account Number (i.e Investor Account Number or Sub-Account Number);

2. Provide a mechanism for registration of the Bidders before commencement of the Bidding Period till 03:00 p.m.

on the last day of the Bidding Period and require the investors to provide at least such information as mentioned

above;

3. Collect Bidders’ Internet Protocol (“IPs”) address and keep record of all IP addresses from where the bids are

placed;

4. Record the number of shares bid for, the Bid Price, type of the bid i.e. Limit Bid or Step Bid, date and time of the

entry of the bid;

5. Display the bids revised, and date and time of upward revision;

6. Neither allow withdrawal of bid, nor accept the bids placed at a Bid Price that is below the Floor Price or above

10% of the indicative Strike Price at any point of time and above the upper limit of the Price Band;

7. Display live the total number of shares offered for sale, the Floor Price, Price Band, total number of bids received,

total number of shares bid for and the indicative Strike Price;

8. Build an order book showing demand for the shares at various price levels in a descending order along with the

accumulated number of shares bid for and percentage of total shares offered under the Book Building Portion;

9. Discover the Strike Price at the close of the Bidding Period;

10. Generate alerts for the Bidders via Short Message Service (“SMS”) through cell phones and emails upon entry

of the bid, at the time of upward revision of the bid, upon variation in the indicative Strike Price and upon

discovery of the Strike Price; and

11. Ensure that the system must provide the Bidders the option to upward revise their bids online or through the

Book Runner during the period permitted under the PO Regulations.

The Designated Institution shall ensure that:

─ identity of the Bidder is not displayed; and

─ no bid is entered into the System after closing of the Bidding Period.

2.2.9 Roles and Responsibilities of the Offeror

An Offeror shall ensure that:

1. the Company, its sponsors, promoters, substantial shareholders, directors and associates shall have no over

dues or defaults, irrespective of the amount, appearing in the report obtained from the credit information

bureau;

2. the Offeror and their Company’s directors, sponsors or substantial shareholders should not have held the office

of the directors, or have not been sponsors or substantial shareholders in any company,

i. which had been declared defaulter by the securities exchange or futures exchange; or

ii. whose TRE certificate has been cancelled or forfeited by the securities exchange; or

iii. which has been de-listed by the securities exchange due to non-compliance of its regulations

3. Consultant to the Offer, Book Runner, Underwriter, Balloter and Share Registrar and Banker to the Offer, where

required, are appointed through separate agreements in writing


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4. It has submitted through its Consultant to the Offer application along with draft PROSPECTUS for listing of its

securities to the securities exchange

5. the Company shall have been in operations for atleast 3 financial years;

6. the Company has profitable track record for atleast 2 preceding financial years from its core business activities;

7. not less than 51% of the shares of the Company are held by same persons for atleast 2 preceding financial years

provided that it shall not apply in case of new issuance of shares;

8. book value per share of the Company is not less than its face value per share;

9. the securities shall be issued in book-entry form only;

2.2.10 Opening and Closing of the Registration Period

The Registration period shall be for Five (5) working days as under:

REGISTRATION PERIOD

DD/MM/2018 9:00am to 5:00pm

DD/MM/2018 9:00am to 5:00pm

DD/MM/2018 9:00am to 5:00pm

DD/MM/2018 9:00am to 5:00pm

DD/MM/2018 9:00am to 3:00pm

2.2.11 Opening and Closing of the Bidding Period

The Bidding Period shall be for Two (2) working days as under:

BIDDING PROCESS STARTS ON DD/MM/2018 (9:00 AM to 5:00 PM)

BIDDING PROCESS ENDS ON DD/MM/2018 (9:00 AM to 5:00 PM)

2.2.12 Eligibility to Participate in Bidding

Eligible Investors who can place their bids in the Book Building process include local and foreign Individual and Institutional Investors whose Bid Amount is not less than PKR 2,000,000/- (Rupees Two Million only).

2.2.13 Information for Bidders

1. The Prospectus for Offer of Shares has been approved by PSX and SECP.

2. The Prospectus, Registration Forms and the Bidding Forms can be obtained from the Registered Office of MWEL, AHL and the designated Bid Collection Centers. Prospectus, Registration Forms and Bidding Forms can also be downloaded from the following websites of the Consultant to the Offer, Book Runner and the Company i.e. http://www.arifhabibltd.com, http://www.elixirsec.com/ and http://www.masterwind.com.pk/.

3. Eligible Investors who are interested to participate in bidding for subscribing the Ordinary Shares of the Compay should approach the Book Runner at the addresses provided in paragraph 2.2.7 for registration for submitting their Bids.

4. THE REGISTRATION FORMS SHOULD BE SUBMITTED ON THE PRESCRIBED FORMAT AT THE ADDRESSES PROVIDED IN PARAGRAPH 2.2.7 FOR DETAILS ON THE PROCEDURE OF REGISTRATION PLEASE REFER TO PARAGRAPH 2.2.14.






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5. THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON, THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.2.7 OR THROUGH THE ONLINE SYSTEM USING THE USER ID AND PASSWORD OFFERED AT THE TIME OF REGISTERATION OF ELIGIBLE INVESTOR.

6. REGISTERED INVESTORS CAN PLACE AND REVISE THEIR BIDS UPWARDS BY ACCESSING THE DESIGNATED INSTITUTIONS ONLINE PORTAL FOR BOOK BUILDING BY USING THE USER ID AND PASSWORD COMMUNICATED TO THEM VIA EMAIL BY PSX.

7. EACH ELIGIBLE INVESTOR SHALL ONLY SUBMIT A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY ALONG WITH THE REGISTRATION FORM. IT MAY ALSO BE NOTED THAT ONLY A SINGLE PAY ORDER, DEMAND DRAFT OR EVIDENCE OF ONLINE TRANSFER OF MONEY SHALL BE ACCEPTED BY THE BOOK RUNNER ALONG WITH EACH ADDITIONAL PAYMENT FORM.

8. ELIGIBLE INVESTORS WHO ARE ACCOUNT HOLDERS OF MEBL (THE BANKER TO THE BOOK BUILDING PORTION OF THE OFFER) CAN USE THE ONLINE TRANSFER FACILITY PROVIDED BY MEBL TO DEPOSIT THEIR BID MONEY TO THE BOOK BUILDING ACCOUNT OPENED AT MEBL.

2.2.14 Registration form and Procedure for Registration

1. A standardized Registration Form has been prescribed by the Offeror. The Registration Form shall be submitted, duly filled in, at the Bid Collection Centers in person on addresses given in paragraph 2.2.7 on the standard Registration Form. The Registration Form shall be serially numbered at the bid collection centers and date and time stamped at the time of collection of the same from the Bidders.

2. Upon completion and submission of the Registration Form, the Bidders are deemed to have authorized the Offeror to make necessary changes in the Prospectus as would be required for finalizing and publishing the Supplement to the Prospectus in the newspapers in which Prospectus was published and filing the Supplement with PSX and SECP, without prior or subsequent notice of such changes to the Bidders.

3. The registration procedure under the Book Building process is outlined below:

─ The Registration period shall be for Five (5) working days i.e. DD/MM/2018 to DD/MM/2018 from 9:00 AM to 5:00 PM and from 9:00 AM to 3:00 PM on DD/MM/2018.

─ The Registration Form shall be Offered in duplicate signed by the Bidder and countersigned by the Book Runner, with the first copy for the Book Runner and the second copy for the Bidder.

─ The Registration Form shall be duly filled in and signed in duplicate and shall be submitted at the Bid Collection Centers in person, through representative or through fax on addresses and numbers given in paragraph 2.2.7.

─ Upon registration of the Bidders in the System, PSX shall assign and communicate the User ID and Password to the Bidders via email on the email address provided by them in the Registration Form.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such Bidder. Decision of the Book Runners shall not be challengeable by the Bidder or its associates.

─ Bid Amount / Margin Money shall be deposited along with the Registration Form through demand draft, pay order or online transfer through Bidder’s bank account only. In case of online transfer, the Bidders are requested to submit a bank receipt evidencing transfer of the bid money into the Offeror’s designated bank account. Please note that cash must not be deposited either directly or through online transfer in the Offeror’s designated bank account.

─ The pay order shall be made in favor of “Master Wind Energy Limited - Book Building”. For online transfer the payment shall be made into [Account Number] being maintained in Meezan Bank Limited – [Branch]. Please note that online transfer facility shall only be allowed to MEBL customers.

─ Please note that third party instruments will not be accepted for Margin Money.


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o In case of intra city payment instruments, the Bidders shall ensure that the payment instruments are made “Payable at any Branch”. Intra city payment instruments that are not made “Payable at any Branch” will not be accepted.

─ The Book Runners shall collect an amount of 100% of the Application Money as Margin Money in respect of bids placed by individual investors.

─ The Book Runners shall collect an amount of not less than 25% of the Application Money as Margin Money in respect of bids placed by Institutional Investors.

─ The Bidder shall provide a valid email address in the Registration Form so that the relevant ID and password can be emailed to them upon registration.

─ The Bidders can use the User ID and Password to independently place and upward revise their bids online.

─ The successful Bidders shall be issued shares only in the form of book-entry to be credited in their respective CDS accounts. All the Bidders shall, therefore, provide their CDC account numbers in the bid application and Registration Form.

─ The successful Bidders shall be paid cash dividend, if any announced by the Company, only through direct credit in their respective IBAN. All the Bidders, therefore, must provide their IBANs in the Bid Application and Registration Forms.

2.2.15 Procedure for Bidding

1. A standardized Bidding Form has been prescribed by the Offeror.

2. Registered investors can submit their bids in person or through representatives at the Bid Collection Centers during the bidding dates or can place their bids online at https://bkb.psx.com.pk using the User ID and Password received by them over email upon registration with the Book Runner.

3. The bidding procedure under the Book Building process is outlined below:

─ Bids can be placed either at the “Limit Price” or as a “Step Bid”. The minimum size of a Limit Bid by an Eligible Investor shall not be less than PKR 2,000,000/- (Rupees Two Million) and in case of a Step Bid, the amount of any step shall also not be less than PKR 2,000,000/- (Rupees Two Million).

─ The investors may place their bids through any of the Bid Collection Centers established pursuant to the requirements of sub-regulation 10 of regulation 8 of the PO Regulations. Please see para 2.2.7 for addresses and contact detail of persons at the Bid Collection Centers.

─ The persons at the Bid Collection Centers shall vet the bid applications and accept only such bid applications that are duly filled in and supported by pay order, demand draft or a bank receipt evidencing transfer of the bid money into the Offeror designated bank account.

─ On receipt of bid application in accordance with the aforementioned regulation, the Book Runner shall enter Bid into the System and Offer to the Bidder an electronic receipt bearing name of the Book Runner, name of the bidding center, date and time.

─ The bidding shall commence from 09:00 a.m. and close at 05:00 p.m. on all days of the Bidding Period. The bids shall be collected and entered into the system by the Book-Runner till 05:00 p.m. on the last day of the Bidding Period.

─ The Bidders shall have the right to revise their bids upwards any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

─ The Bidders shall NOT make downward revision both in terms of Bid Price and Bid volume provided that incase of upward revision of the Bid Price, the number of shares Bid for i.e. Bid volume may be adjusted ensuring that the bid amount or bid money remains the same.

https://bkb.psx.com.pk/


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─ The Bidders shall not withdraw the Bids.

─ The Book Runner shall collect full amount of the Bid Amount as Margin Money in respect of bids placed by the individual investors and not less than twenty five percent (25%) of the Bid Amount as Margin Money in respect of bids placed by the Institutional Investors.

─ Payment of Margin Money shall be accepted only through demand draft, pay order or online transfer and third party payment instruments shall not be accepted.

─ The Book Runner may on its own discretion accept a bid without Margin Money, provided the Book Building Portion is fully underwritten at least at the Floor Price by the Book Runner.

─ The Book Runner may reject any bid for reasons to be recorded in writing provided the reason of rejection is disclosed to such Bidder. The decision of the Book Runner shall not be challengeable by the Bidder or its associates.

─ PSX shall, through the system, display live throughout the Bidding Period an order book in descending order showing demand for shares at various prices and the accumulated number of shares bid for along with percentage of the total shares Offered (the “Order Book”). The Order Book should also show the revised bids and the bids withdrawn. The Order Book shall be accessible through websites of PSX.

─ At the close of the Bidding Period, the Strike Price shall be determined on the basis of the Dutch Auction Method.

─ Once the Strike Price is determined, all those Bidders whose bids are found successful shall become entitled for allotment of shares.

─ The Bidders who have made bids at prices above the Strike Price shall be allotted shares at the Strike Price

─ In case all the bids made above the Strike Price are accommodated and shares are still available for allotment, such available shares will be allotted against the bids made at the Strike Price on proportionate basis as per Regulation 9(12) of PO Regulations. The procedure for allotment of shares to successful Bidders is mentioned in para 2.2.21 of the Prospectus.

─ The Bidders who have made bids below the Strike Price shall not qualify for allotment of any Ordinary Shares and the Book Runner shall intimate their respective banks for unblocking their Bid Money within one (1) working day of the close of the Bidding Period and in case of refunds, the refund to such Bidders shall be made within three (3) working days from the close of the Bidding Period.

─ Successful Bidders shall be intimated, within one (1) working day of the closing of the Bidding Period, the Strike Price and the number of shares provisionally allotted to each of them. The successful Bidders shall be intimated by the Book Runner of their final allocation after subscription of the retail portion of the Offer.

─ In case the retail portion of the Offer is not fully subscribed, the unsubscribed shares shall be allotted to the successful Bidders on pro-rata basis.

─ In case the retail portion of the Offer is oversubscribed, the allotment shall be made in the manner given in para 2.3.7.

─ Upon intimation by the Book Runner of final allocation, successful institutional Bidders shall deposit their balance margin within (3) days of such intimation. Where a successful Bidder defaults in payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the Book Runner.

─ Final allotment of shares out of the Book Building Portion shall be made after receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be credited at the time of credit of shares out of the retail portion.

─ The successful Bidders shall be Offered shares only in book entry form to be credited in their respective CDS Accounts. All the Bidders shall, therefore, provide their CDC Account Numbers in the Registration Form.


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─ The Designated Institution shall continue to display on its website, the data pertaining to the Book Building and determination of the Strike Price for a period of at least three working days after closure of the Bidding Period.

─ The Book-Runner shall ensure that subscription money received against the bids accepted shall not be released to the Offeror by the Banker to the Book Building Portion until:

o credit of all shares allotted to retail investors; and

o issuance of NOC by the PSX.

2.2.16 Payment for Book Building Portion

The Offeror has opened a bank account for collection of Applications’ Money related to Book Building Portion.

The Bidders shall draw demand draft or pay order in favor of “Master Wind Energy Limited - Book Building”. or online transfer of the Bid money into the respective Book Building account [Account Number] and submit the demand draft, pay order or bank receipt at the designated Bid Collection Centers either in person or through facsimile along with a duly filled in Registration Form.

For online transfer the payment shall be made into the Account [Account Number] being maintained at Meezan Bank Limited – [Branch] with the Account Title “Master Wind Energy Limited - Book Building”. Please note that online transfer facility shall only be allowed for MEBL customers.

CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM/REGISTRATION FORM AT THE BID COLLECTION CENTER NOR DEPOSITED DIRECTLY OR VIA ONLINE TRANSFER IN THE OFFEROR’S DEISGNATED BANK ACCOUNT. BID AMOUNT MUST BE PAID THROUGH PAY ORDER, BANK DRAFT OR ONLINE TRANSFER DRAWN / TRANSFER IN FAVOR OF “MASTER WIND ENERGY LIMITED – BOOK BUILDING” IN A MANNER ACCEPTABLE TO THE BOOK RUNNER. PLEASE NOTE THAT THIRD PARTY PAYMENT INSTRUMENTS WILL NOT BE ACCEPTED.

The Collection Banks shall keep and maintain the bid money in the said account. Once the shares allotted under the retail portion have been credited, the Consultant to the Offer, after obtaining NOC from PSX, may request in writing to the Banker to the Book Buldig Portion for transfer of the money of the successful and accepted applications to the Offeror’s account(s).

PAYMENT PROCEDURE

The payment procedures for a Limit Bid or a Step Bid are explained below:

PAYMENT FOR LIMIT BID

If investors are placing their bids as a Limit Bid then they shall deposit the Margin Money based on the number of shares they are bidding for at their stated Bid Price.

For instance, if an investor is applying for 1 million shares at a price of PKR 20.75/- per share, then the total Application Money would amount to PKR 20.75 million. In such a case, (i) individual investor shall deposit PKR 20.75 million in the Book Building account as the bid amount which is 100% of PKR 20.75 million; and (ii) Institutional Investor shall deposit at least PKR 5.18 million in the Book Building account as the Margin Money which is 25% of PKR 20.75 million.

PAYMENT FOR STEP BID

If an investor is placing a Step Bid which is a series of Limit Bids at increasing prices, then he/she/it shall deposit the Margin Money / bid money based on the total number of shares he/she/it is bidding for at his/her/its stated bid prices.

For instance, if the investor bids for 0.80 million shares at PKR 20.75/- per share, 0.60 million shares at PKR 21.00/- per share and 0.40 million shares at PKR 21.25/- per share, then in essence the investor has placed one Step Bid comprising three limit bids at increasing prices. The Application Money would amount to PKR 37.7 million, which is


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the sum of the products of the number of shares bid for and the bid price of each limit bid. In such a case, (i) Individual Investors shall deposit PKR 37.7 million in the Book Building Account as Margin Money which is 100% of PKR 37.7 million and (ii) Institutional Investors shall deposit at least PKR 9.43 million in the Book Building Account as Margin Money which is 25% of PKR 37.7 million.

2.2.17 Payment by Foreign Investors

Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank of Pakistan’s (“SBP”) Foreign Exchange Manual (the “Manual”) to Offer shares on repatriation basis to non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) a Pakistan national resident outside Pakistan, (II) a person who holds dual nationality including Pakistan nationality, whether living in or outside Pakistan, (III) a foreign national, whether living in or outside Pakistan and (IV) a firm (including a partnership) or trust or mutual fund registered and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the Offer price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency account maintained by the subscriber/purchaser in Pakistan.

Non-residents who wish to bid for the subscription of shares being offered via book building can remit the subscription money through an Authorized Dealer directly to the book building accounts opened by the Company as given in para 2.2.16 of this Prospectus, however, those non-residents who wish to subscribe shares out of the general public portion may contact any of the bankers to the Offer (retail portion) for taking instructions regarding payment of subscription money against shares offered to general public / retail investors. List of bankers to the Offeror for retail portion is available on page 1 and para 7.4 of this Prospectus.

The shares Offered to non-resident shareholders shall be intimated by the Company to the designated Authorized Dealer, along with the documents prescribed in the Manual within 30 days of Offer.

Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP’s approval to invest in the shares being Offered in terms of this Prospectus. Furthermore, under paragraph 7 (vii) of Chapter 20 of the Manual the Authorized Dealer shall allow repatriation of dividends, net of applicable taxes and proceeds on sale of listed shares (i.e. divestment proceeds) not exceeding the market value less brokerage/commission on provision of prescribed documents.

Payments made by non-residents shall be supported by proof of receipt of foreign currency through normal banking channels. Such proof shall be submitted along with the Application by the non-residents.

2.2.18 Procedure for Rejection of Bids

In terms of Regulation 9(7) of the PO Regulations, the Book Runner may reject any Bid placed by a Bidder for reasons

to be recorded in writing provided the reason of rejection is disclosed to such Bidder. Decision of the Book Runner

shall not be challengeable by the Bidder or any of its associates.

2.2.19 Time frame for upward revision of Bids by the Bidders

The registered investors may revise their Bids upwards any time either manually through the Bid Collection Centers or electronically through direct access to the system till 05:00 p.m. on the last day of the Bidding Period.

An investor will not be allowed to place or revise a bid with a price variation of more than 10% of the prevailing indicative strike price. NO DOWNWARD REVISION BOTH IN TERMS OF BID PRICE AND BID VOLUME IS ALLOWED PROVIDED THAT IN CASE OF UPWARD REVISION OF THE BID PRICE, THE NUMBER OF SHARES BID FOR I.E. BID VOLUME MAY BE ADJUSTED ENSURING THAT THE BID AMOUNT OR BID MONEY REMAINS THE SAME. HOWEVER NO WITHDRAWAL OF BID IS ALLOWED.


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2.2.20 Procedure for Withdrawal of Offer

1. In accordance with regulation 8(16) of the PO Regulations, in case the Offeror does not receive Bids for the number of shares allocated under the Book Building Portion at the Floor Price, the Offer shall be cancelled and the same shall be immediately intimated to the Commission and PSX and the Margin Money shall be refunded to the Bidders immediately but not later than three (3) working days of the closing of the Bidding Period.

2. In accordance with regulation 8(17) of the PO Regulation, the Book Building process will be considered as cancelled if the total number of bids received is less than hundred (100).

2.2.21 Basis of Allotment of Shares

Bidders shall be allowed to place bids for one hundred percent (100%) of the Offer size and the Strike Price shall be the price at which one hundred percent (100%) of the Offer is subscribed via the Dutch Auction Method.

Once the Strike Price is determined, all those Bidders whose bids have been found successful shall be provisionally allotted 75% of the Offer size i.e. 63,255,750 Ordinary Shares.

In order to be a successful Bidder in the Book Building process, the Bid Price would either be higher than the Strike Price or at the Strike Price.

For allocation of shares via Book Building, priority shall be given to the bids placed at the highest price. The Bidders, who have made bids at prices above the Strike Price, will be provisionally allocated 75% of the shares successfully Bid for, at the Strike Price.

Bidders who had placed Bids at the Strike Price will be provisionally allotted seventy-five (75%) of the shares successfully Bid for, at the Strike Price, on proportionate basis.

Bids made below the Strike Price shall not qualify for allotment of shares and their Margin Money will be refunded.

Final allotment of shares to the successful Bidders would be determined after determination of the public response to the retail portion of the Offer.

In the event the retail portion is undersubscribed, the unsubscribed portion would be allotted to the successful Bidders, on a pro-rata basis as per Regulation 11(5) of the PO Regulation. Excess funds, if any, would be refunded to the Bidders after allotment of the unsubscribed shares.

Final allotment of shares out of the Book Building portion shall be made after subscription of the retail portion and receipt of full subscription money from the successful Bidders; however, shares to such Bidders shall be Offered simultaneously with issuance of shares to retail investors, in the form of book-entry to be credited in their respective CDS Accounts. All the Bidders shall, therefore, provide number of their respective CDS Accounts in the Bid application as required under regulation 9(16) of the PO Regulations.

2.2.22 Refund of Margin Money

The Bidders who have made Bids below the Strike Price shall not qualify for allotment of securities and the Book Runner shall intimate their respective banks for unblocking, where required, their Bid Money within one (1) working day of the close of the Bidding Period as required under regulation 9(13) of the PO Regulations and the refunds, where required to such Bidders shall be made within three (3) working days from the close of the Bidding Period.

The bid money of Bidders who have undertaken to subscribe the unsubscribed retail portion shall remain deposited or blocked till allotment of shares of unsubscribed retail portion, if any, to them on pro-rata basis.


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2.2.23 Publication of Supplement to the Prospectus

In accordance with regulation 11(1) of the PO Regulations within three (3) working days of the closing of the Bidding Period, Supplement to the Prospectus shall be published at least in all those newspapers in which the Prospectus was earlier published and also disseminated through PSX.

The Supplement to the Prospectus would contain information relating to the Strike Price, the Offer Price and category-wise breakup of the successful Bidders along with the number of shares provisionally allocated to them. Format of the Supplement is given on page 2 of this Prospectus.

Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the Prospectus but not earlier than seven (7) days of such publication.

2.2.24 Ten Percent (10%) Price Variation

An investor will not be allowed to place or upward revise a bid with a price variation of more than ten percent (10%) of the prevailing indicative Strike Price subject to Floor Price and Price Band i.e. Bid Price must not be below the Floor Price and must not exceed 40% of the Floor Price which is upper limit of Floor Price. Please note that the indicative Strike Price may not be constant and may keep on changing during the Bidding Period. Therefore, the 10% range will also change with the changing indicative Strike Price.

For Example, if the Floor Price is PKR 20.75 per share and indicative Strike Price at any given point in time during the Bidding Period is PKR 24.0 per share, registered Bidders may place or revise their Bids from PKR 24.0 per share to PKR 26.4 per share. If at any given point in time during the Bidding Period, the indicative Strike Price changes from PKR 24.0 per share to PKR 25.0 per share, the registered Bidders may place or upward revise their bids from PKR 25.0 per share to PKR 27.5 per share.

Please note that the 10% range on the lower side cannot go below the Floor Price and cannot exceed the upper cap

of 40% of the Floor Price i.e. 29.05 per share. The price range of 10% applicable at any given point in time during the

Bidding Period will also be displayed on the Bid screen available at the website of PSX.

2.2.25 Restriction on Downward Revision or Withdrawal of Bids by the Bidder

Under regulation (10)(2)(vi) of the PO Regulations the Bidders shall not make downward revision both in terms of

Bid Price and Bid volume provided that in case of in case of upward revision of the Bid Price, the number of shares

Bid for i.e. Bid volume may be adjusted ensuring that the Bid Amount or Bid money remains the same.

Under regulation (10)(2)(vii) of the PO Regulations the Bidders shall not be allowed to withdraw Bids.

2.2.26 Associated Undertakings and Companies

Associated Companies

S. No Name of Company / Undertakings Status CUIN NTN

1 Affinity Capital (Pvt) Ltd Private 104390 7374470-5

2 Allied Associates (SMC-Pvt) Ltd Private 84566 N/A

3 Aqua Hydro (Pvt) Ltd Private 110198 7639718-5

4 Arman Cotton (Pvt.) Limited Private 88616 4273605-6

5 Celeste Home Fashion (Pvt) Ltd Private 96544 7191260-8

6 Dura Industries (Pvt) Ltd. Private 152-MIR-2002

01-02-0014957

7 Durafoam (Pvt) Ltd Private 8352 0786490-6

8 Foamco (Pvt.) Ltd Private 891-MPR-2016 N/A


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9 Foton Master Motors (Pvt). Limited, Private 78353 7378246-1

10 Foton Pakistan (Pvt) Ltd Private N/A N/A

11 Fuso Master Motors (Pvt) Ltd, Private 72873 3606674-5

12 International Interior (Pvt) Ltd Private 81473 4234231-7

13 Jamshed Wind Energy (Pvt) Ltd. Private 116023 8893171-1

14 Mascon (Pvt) Ltd Private 100988 N/A

15 Master (Pvt) Ltd Private 17733 N/A

16 Master Auto Engineering (SMC-Pvt) Ltd Private 109759 7865180-8

17 Master Celeste (Pvt) Ltd, Private 37361 1437495-1

18 Master Chemicals Limited Public Unlisted 14437 0711099-5

19 Master Electron (Pvt) Ltd, Private 51852 2583754-7

-20 Master Enterprises (Pvt) Ltd Private 1672 0711101-7

21 Master Foam (Pvt) Ltd. Private 074-MIR-1996

01-02-0014896

22 Master Green Energy Limited, Public Unlisted 93378 7145156-2

23 Master Hydro (Pvt) Ltd Private 110719 7639721-8

24 Master Moltyfoam (Pvt) Ltd Private 73004 3606673-7

25 Master Motor Cars (Pvt) Limited, Private 52459 2583761-3

26 Master Motor Company (Pvt) Ltd Private 83077 4130428-4

27 Master Motor Corporation (Pvt) Ltd Private 43991 1419386-8

28 Master Motor Cycles (Pvt) Ltd Private 47491 2209268-4

29 Master Motors Limited Public Unlisted 110311 7549793-8

30 Master Offisys (Pvt) Ltd Private 51853 2583758-3

31 Master Pillo (Pvt) Ltd Private 9092 N/A

32 Master Polymer Industries Limited Public Unlisted 20129 3069231-8

33 Master Power (Pvt) Ltd Private 91799 7127780-5

34 Master Solar Energy Ltd, Public Unlisted 93653 7143122-2

35 Master Synthetics (Pvt) Ltd Private 44084 1423148-4

36 Master Textile Mills Limited Public Unlisted 26423 0225910-9

37 Master Tractor (Pvt) Ltd Private 52374 2536108-2

38 N M Corporation (Pvt) Ltd Private 47680 2209267-6

39 N M Holding (Pvt) Ltd, Private 75515 4356565-4

40 Nadeem Malik Holdings (Pvt) Ltd Private 78295 4200524-8

41 Najeeb Holdings (Pvt) Ltd, Private 78024 4306237-7

42 NM Enterprises (Pvt) Ltd. Private 29207 0224166-8

43 Procon Engineering (Pvt) Ltd Private 18460 0711733-7

44 Serta Pakistan (Pvt) Ltd, Private 37586 N/A

45 Sleep Research Foundation NGO 80405 N/A

46 Universal Associates (SMC-Pvt) Ltd Private 84553 4279166-9

Note: As required under Regulation 7(8) of the PO Regulations, the Associated Companies and Associated Undertakings of the Offeror shall not in aggregate make bids in excess of ten (10%) percent of the shares offered through Book Building.


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Related Employees of the Company (Master Wind Energy Limited)

S. No Name Designation

1 Mr. Rumman Arshad Dar Chief Executive Officer

2 Mr. Amir Mushtaq Butt Chief Financial Officer/Company Secretary

3 Mr. Syed Shahzad Ali Senior Electrical Engineer

4 Mr. Khalid Usman Manager Accounts and Finance

5 Mr. Ahmad Ilyas Assistant Manager Accounts

6 Ms. Bushra Asad Assistant Manager Accounts and ERP

7 Ms. Faiza Fayyaz Assistant Manager HR & Admin

8 Mr. Bilal Bisharat Accounts Executive

9 Ms. Iqra Fayyaz Office Coordinator

10 Ms. Imrat Amir Business Development Manager

11 Mr. Usman Ali Business Analyst

12 Ms. Ayesha Waseem Business Analyst

13 Mr. Aqib Aslam Accounts Officer

14 Mr. Syed Fahad Ali Document Controller

15 Mr. Abdul Jabar Electrical Engineer

16 Mr. Faheem Ali WTG Mechanical Engineer

17 Mr. Mudassar Ali Electrical Engineer

18 Mr. Qasim Bin Amjad Business Analyst

19 Mr. Alamgir Nafiu Ahmad HSE/LO Officer

20 Mr. Asad Ur Rehman Office Boy

21 Mr. Abdul Aleem Office Boy

22 Mr. Tala Muhammad Driver

23 Mr. Shahid Hussain Driver

24 Mr. Hussain Shah Driver

25 Mr. Syed Umair Ahmed Shah Electrical Engineer

26 Mr. Ikram Manzoor Office Boy

27 Mr. Faheem Raza Office Boy

28 Mr. Adnan Habib Sweeper

Related employees of the Consultant to the Offer (Arif Habib Limited)


1 Mr. Shahid Ali Habib Chief Executive Officer

2 Mr. Ahmed Rajani Vice President, Investment Banking

3 Mr. Syed Saquib Ali Vice President, Investment Banking

4 Mr. Dabeer Hasan Sr. Associate, Investment Banking

5 Mr. Ammad Tahir Sr. Associate, Investment Banking

6 Mr. Syed Ali Ahmed Sr. Associate, Investment Banking

7 Mr. Nayhan Ahmed Mohajir Sr. Associate, Investment Banking

8 Mr. Abdul Qadir Associate, Investment Banking

9 Mr. Yasir Abbas Senior Analyst, Investment Banking

10 Mr. Tanveer Ahmad Analyst, Investment Banking

11 Ms. Umme Sahar Ahmad Analyst, Investment Banking

12 Ms. Qirat Abdullah Junior Analyst, Investment Banking


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Related employees of the Book Runner Elixir Securities Pakistan (Private) Limited


1 Mr. Fawaz Valiaani Chief Executive Officer

2 Mr. Muhammad Moazzam Ali Director, Corporate Finance

3 Mr. Usman Saeed Vice President

4 Mr. Waqar Ali Assistant Vice President

5 Ms. Zehra Benish Associate

6 Ms. Amna Qamar Nizami Associate

7 Mr. Muhammad Ibrahim Analyst

Note:

1. As per regulation 7(9) of the Regulations the associates of the Consultant to the Offer and the Book Runner shall not in aggregate make bids in excess of five (5%) percent of the shares offered through Book Building. Provided that it shall not apply to such associates of the Consultant to the Issue and the Book Runner that are financial institutions and mutual funds.

2. As required under regulation 20(10) of the PO Regulations, Related Employees of the Offeror, Consultant to the Offer and Book Runner to the issue shall not participate in the bidding for shares.


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2.2.27 Statement by the Company

Date

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi On behalf of Master Wind Energy Limited (“MWEL” or the “Company”), we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited has been disclosed in this Prospectus and that whatever is stated in this Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and behalf of Master Wind Energy Limited

-Sd- ___________________________ Rumman Arshad Dar Chief Executive Officer

-Sd- ___________________________ Amir Mushtaq Butt Chief Financial Officer


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2.2.28 Statement by Offerors

Date

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi As Offerors, we hereby confirm that all material information as required under the Companies Act, 2017, the

Securities Act, 2015, the Public Offering Regulations, 2017 and the Listing of Companies and Securities Regulations

of the Pakistan Stock Exchange Limited has been disclosed in this Prospectus and that whatever is stated in this

Prospectus and the supporting documents is true and correct to the best of our knowledge and belief and that

nothing has been concealed.

-Sd- ___________________________ Nadeem Malik

-Sd- ___________________________ Najeeb Malik For and on behalf of Master Textle Mills Limited

-Sd- ______________ Nadeem Malik For and on behalf of Procon Engineering (Pvt.) Limited

-Sd- ______________ Shahzad Malik For and on behalf of NM Holdings (Pvt.) Limited

-Sd- ______________ Najeeb Malik For and on behalf of Najeeb Holdings (Pvt.) Limited


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2.2.29 Statement by Consultant to the Offer

Date

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as the Consultant to this Offer for Sale of Master Wind Energy Limited through the Book Building process, we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Public Offering Regulations, 2017 has been disclosed in this Prospectus and that whatever is stated in this Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and behalf of Arif Habib Limited

-sd- __________________ Ahmed Rajani Vice President, Investment Banking


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2.2.30 Statement by Book Runner

Date

The Chief Executive Pakistan Stock Exchange Limited Stock Exchange Building Stock Exchange Road Karachi

Being mandated as the Book Runner to this Offer for Sale of Master Wind Energy Limited through the Book Building process, we hereby confirm that all material information as required under the Companies Act, 2017, the Securities Act, 2015, the Listing of Companies and Securities Regulations of the Pakistan Stock Exchange Limited and the Public Offering Regulations, 2017 has been disclosed in this Prospectus and that whatever is stated in this Prospectus and in the supporting documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.

For and behalf of Elixir Securities Pakistan (Pvt.) Limited

-sd- __________________ Fawaz Valiaani Chief Executive Officer


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2.3 SHARE CAPITAL AND RELATED MATTERS

2.3.1 Share Capital

No. of shares

Shareholders Face Value

(PKR) Premium

(PKR) Total (PKR)

AUTHORIZED CAPITAL

340,000,000 Ordinary shares of PKR 10/- each 3,400,000,000 XX 3,400,000,000

ISSUED, SUBSCRIBED, & PAID UP

CAPITAL

337,365,000 Issued for Cash: ‘Ordinary Shares of

PKR. 10/- each 3,373,650,000

XX 3,373,650,000

337,365,000 Total 3,373,650,000 XX 3,373,650,000

ISSUED, SUBSCRIBED & PAID-UP CAPITAL OF MASTER WIND ENERGY LIMITED IS HELD

AS FOLLOWS:

No. of

shares

Shares held by Directors /

Sponsors of the Company

Face Value

(PKR)

Premium (PKR) Total (PKR)

78,718,499 Mr. Nadeem Malik 787,184,990 XX 787,184,990

20,241,900 Mr. Naveed Malik 202,419,000 XX 202,419,000

20,241,900 Mr. Najeeb Malik 202,419,000 XX 202,419,000

3,373,600 Mr. Shahzad Malik 33,736,000 XX 33,736,000

Shares held by Directors

01 Mr. Aamir Fayyaz Sheikh 10 XX 10

01 Mr. Khalid Saeed 10 XX 10

01 Mr. Shahab A. Khawaja 10 XX 10

Shares held by Sposnors

50,604,800 Master Textile Mills Limited 506,048,000 XX 506,048,000

50,604,800 Procon Engineering (Pvt.) Limited 506,048,000 XX 506,048,000

55,102,899 NM Holdings (Pvt.) Limited 551,028,990 XX 551,028,990

58,476,599 Najeeb Holdings (Pvt.) Limited 584,765,990 XX 584,765,990

337,365,000 Total Paid up Capital 3,373,650,000 XX 3,373,650,000

PRESENT OFFER OF ORDINARY SHARES BY

No. of

shares Allocation

Face Value

(PKR)

Premium

(PKR) Total Value (PKR)

16,868,250 Mr. Nadeem Malik 168,682,500 XX 168,682,500

23,615,550 Master Textile Mills Limited 236,155,500 XX 236,155,500

10,120,950 Procon Engineering (Pvt.) Limited 101,209,500 XX 101,209,500

16,868,250 NM Holding (Pvt.) Limited 168,682,500 XX 168,682,500

16,868,250 Najeeb Holdings (Pvt.) Limited 168,682,500 XX 168,682,500

84,341,250 Total Offer size 843,412,500 XX 843,412,500

PRESENT OFFER OF ORDINARY SHARES TO

No. of

shares

Offerors Face Value

Premium

(PKR) Total Value


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63,255,750

Allocations to Institutions /

Individual Investors through Book

Building process at Strike Price

632,557,500

XX 632,557,500

21,085,500 General Portion 210,855,000 XX 210,855,000

84,341,250 Total Offer size 843,412,500 XX 843,412,500

1. As per regulation 5(1) of the PO Regulations, the sponsors of the Company shall retain their entire shareholding in the Company for a period of not less than twelve months from the last date for public subscription;

2. As per regulation 5(2) of the PO Regulations, the sponsors of the Company shall retain not less than twenty five percent of the paid up capital of the Company for not less than three financial years from the last date for the public subscription;

3. As per regulation 5(3) of the PO Regulations, the shares of the sponsors mentioned at (1) and (2) above shall be kept unencumbered in a blocked account with central depository;

4. Subject to compliance with sub-regulation 1 and 2 of regulation 5 of the PO Regulations and with the prior approval of the securities exchange, the sponsors of the Company may sell their shareholding through block-sale to any other person who shall be deemed sponsor for the purposes of the PO Regulations.

2.3.2 Opening and Closing of the Subscription List

The subscription list will open at the commencement of banking hours on DD/MM/2018 and will close on DD/MM/2018 at the close of banking hours. Please note that online applications can be submitted 24 hours during the subscription period which will close at 12:00 midnight on DD/MM/2018.

2.3.3 e-IPO SYSTEM

e-IPO is submission of application for subscription of securities electronically through internet, Automated Teller Machines (ATM) and mobile phones. In order to facilitate the public during IPOs /SPOs / OFS, SECP has introduced the concept of e-IPO. The following two systems are available for e-IPOs:

I. Centralized e-IPO Systems

In order to facilitate investors, the Central Depository Company of Pakistan (“CDC”) in collaboration with 1Link (G) Limited (1Link) has developed a Centralized e-IPO System (“CES”) through which applications for subscription of securities offered to the general public can be made electronically/online. CES has been made available in this Initial Public Offering (IPO) and can be accessed through the web link www.cdceipo.com. Payment of subscription money can be made through 1LINK’s member banks available for CES, list of which is available on above mentioned website.

For making application though CES, investors must be registered with CES. Registration with CES is one time activity, free of cost and can be done under a self-registration process by filling the CES registration form, which is available 24/7 all around the year. Investors who have valid Computerized National Identity Card (CNIC), International Bank Account Number (IBAN) with any of the commercial bank, email address, mobile phone number and CDS Account (Investor account or sub account) can registered themselves with CES.

Investors who do not have CDS account can visit www.cdcpakistan.com for information regarding opening CDS account.

For further guidance and queries regarding CES and opening of CDS account, investors may contact CDC at phone number: 0800 – 23275 (CDCPL) and e-mail: [email protected] or Mr. Moheel Ali Khan at Phone 021-34326030 and email: [email protected].






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Investors who are registered with CES can submit their applications through the web link www.cdceipo.com 24 hours a day during the subscription period which will close at midnight on DD/MM/2018.

II. e-IPO Facilities by Bankers to the Offer

Currently, United Bank Limited (UBL), Summit Bank Limited (SMBL) and Bank Alfalah (BAFL) are providing e-IPO facilities to their respective accountholders. UBL account holders can use UBL Net Banking to submit their application via link http://www.ubldirect.com/corporate/ebank. SMBL account holders can use SMBL Net Banking to submit their application via link https://ib.summitbank.com.pk and BAFL account holders can use BAFL Net Banking to submit their application via link: https://netbanking.bankalfalah.com.

2.3.4 Benefits of e-IPO

e-IPO has the following benefits:

1. It enables the investors to make application for subscription of shares through the internet without going to

the bank, and waiting in long queues.

2. It is efficient and simultaneously facilitative for both the Offeror and the investors.

3. It is available for use 24 hours during the subscription period. 4. If you are registered with CES or accountholder of a bank providing e-IPO facility, you may get SMS for new

IPOs. 5. By applying through CES you can also track your application status.

2.3.5 Procedure for Opening CDS Account

CDS is the Participant (TREC Holders) driven system where sub-accounts are opened by the Participants. All new Sub-Accounts shall only be opened in CDS based on the complete and correct information obtained from the investor as per the Standardized Account Opening Form (SAOF). The SAOF is part of CDC Regulations and is also placed on CDC’s website www.cdcpakistan.com. Terms & Conditions contained in the SAOF shall govern the opening and maintenance of the Sub-Accounts.

The Participant before opening a sub-account into CDS should obtain duly filled and signed SAOF from their clients / investors along with all necessary documents. Participants to obtain signatures of concerned Sub-Account Holders / Authorized Signatories as acknowledgement on the Posted Registration Detail Report generated from CDS after establishing Sub-Accounts in their names. Participant must ensure that:

1. The sub-account holder is not a minor and fulfils the requirements of the Companies Ordinance, 1984, Central Depositories Act, 1997 and Central Depository Company of Pakistan Limited Regulations in respect of a shareholder of a company. However, minor through a guardian can open a sub-account.

2. Sub-Account is not in the name of “Trust”. The sub-account title for a trust can only be in the name of the “Trustee”. Example: (Name of Trustee) (Name of Fund / Trustee etc).

3. A sole proprietorship or a partnership firm cannot open and maintain a sub-account in CDS, however they can open and maintain a sub-account in the name of sole proprietor or partner(s).

4. A Participant who is a registered securities broker shall not open and/or maintain subaccount in the CDS in its own name either under its own Participant ID or with any other Participant”. Non-broker Participants may have sub-accounts with other Participant on a need basis.

5. Participant is not required to enter Account Title and Joint Account Holder(s) name manually at the time opening of new sub account. When the Participant enters UIN in the designated field of CDS for the purpose of







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account opening, title will be automatically populated in the designated field as mentioned in the UIN database maintained with NCCPL.

6. Account Title and Joint holder(s) name are not allowed to be amended once inserted in the posted account. However, a new provision has now been introduced in the CDS for existing accounts where the account title in the CDS is required to be matched with account title available in UIN database. For matching the account title of existing sub accounts, Participants no longer have to request CDC for updation rights. Participants will now press the newly added “synchronize” button and the system will update the title (account holder and joint) as per title(s) mentioned in the UIN database. However, Participants shall not use “Synchronize Account Title” button for Trustee, Minor and Manager to offer accounts.

7. At the time of account opening in case where the account title is different from the UIN database (for e.g. Trustee accounts, account of the Minors, Manager to the offer etc. needs to be added in account title, a request letter for by-pass will be required from the Participant, signed by their authorized signatories along with the certified true copies of the relevant supporting documents, enabling them to have the authority to insert the title other than the title mentioned in the UIN database.

8. Any updation in CNIC / Passport no. / NICOP / Registration no. is not allowed. In case of any change due to issuance of a new document, written request to be provided to CDC along with submission of certified true copy of relevant documents. Updation in CDS will be made after necessary changes in NCCPL database.

9. Input of Local mobile number and / or email address is mandatory for opening of SubAccounts in the CDS.

10. Residential status of the account will be linked with the residential status of the Title Holder of the account. Hence, residential status of joint holders can be different. In case where Residential Status is Repatriable, such as, Non-Resident Pakistani (Repatriable) / Foreigner (Repatriable), the Title Holder and all Joint Account Holders must possess the same Residential Status. Further, updation of residential status, as applicable, will be allowed based on written request of the Participant.

11. Zakat status is linked with the Residential Status such that where the user selects the status of Resident Pakistani, Non-Resident Pakistani (Repatriable) or Non-Resident Pakistani (Non-Repatriable), the Zakat status needs to be entered. For all other selections it will be automatically marked as ‘Not Applicable’.

12. Zakat Status of all account holders in an account should be identical.

13. Subsequent to the opening of sub-account, addition / deletion of joint holder(s) is not allowed.

14. In light of section 79 subsection (3) of the Companies Act, 2017, the person to be nominated shall not be a person other than the relatives of the sub-account holder, namely, a spouse, father, mother, brother, sister and son or daughter, including a step or adopted child.

15. In case of Joint Holders, input of nominee detail will not be allowed.

16. Additional Account Title field will be disabled for Updation of account. In case any change is required in Additional Account Title field, written request to be provided to CDC along with the relevant documents.

17. In The Dividend mandate, Account number, Account title, Name of the Bank & Branch and City name should be properly mentioned.

18. Permanent Address field is available in addition to the mailing address field in CDS with the selection of city, province and country (as applicable). While the Residential Status is associated with the city, province and country fields such that the fields will be enabled or disabled as per the selected Residential Status.

19. In case of individual account, Business / Participant address is not allowed in the permanent address field.

20. In case of corporate account, Registered/Head office address should be entered in permanent address field.

21. Mailing address should be correct and complete i.e. (House #, Street #, Sector / Block / phase/ number, nearest land mark, area, city, province & country name). In case the permanent address is same as the mailing address, the Participant will be able to copy the same address. The Residential Status is also associated such that the fields will be enabled or disabled as per the selected Residential Status.


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22. Person maintaining sub-accounts, either singly or jointly, must select “INDIVIDUAL” as Shareholder category.

23. Contact person can only be the sub-account holder him / herself (or any of the joint holder(s)). Moreover, a person in whose name the Power of attorney is issued by the account holder(s) can also be the contact person.

24. Participant may add or update details pertaining to Special Convertible Rupee Account (SCRA) of Sub Account Holder in case of resident status selected as “Repatriable”.

25. Attorney Details must be recorded in the attorney fields (if applicable).

26. In case of any change in the registration details of the sub-account holders, the respective Participant himself can make necessary changes in the registration details based on their SAOF & internal procedures which must be framed in light of the Central Depository Company of Pakistan Limited Regulations.

2.3.6 Eligibility of Investor for Investment in this Offer

Eligible investors include:

1. Pakistani citizens resident in or outside Pakistan or persons holding dual nationalities including a Pakistani Nationality;

2. Foreign nationals whether living in or outside Pakistan;

3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their respective constitutive documents and existing regulations, as the case may be);

4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts (subject to the terms of their respective Trust Deeds and existing regulations); and

5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2.3.7 Facilities available to Non-Resident Pakistani and Foreign Investors

Companies are permitted under paragraph 6 (with specific reference to sub para (B) (I)) of Chapter 20 of the State Bank of Pakistan’s (“SBP”) Foreign Exchange Manual (the “Manual”) to Offer shares on repatriation basis to non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual, i.e. (I) a Pakistan national resident outside Pakistan, (II) a person who holds dual nationality including Pakistan nationality, whether living in or outside Pakistan, (III) a foreign national, whether living in or outside Pakistan and (IV) a firm (including a partnership) or trust or mutual fund registered and functioning outside Pakistan, excluding entities owned or controlled by a foreign government, provided the Offer price, is paid in foreign exchange through normal banking channel by remittance from abroad or out of foreign currency account maintained by the subscriber/purchaser in Pakistan.

Non-residents who wish to bid for the subscription of shares being offered via Book Building can remit the subscription money through an Authorized Dealer directly to the Book Building accounts opened by the Company as given in section 2.2.16 of this Offer for Sale Document, however, those non-residents who wish to subscribe shares out of the general public portion may contact any of the bankers to the Offer (retail portion) for taking instructions regarding payment of subscription money against shares offered to general public. List of bankers to the Offer for retail portion is available on page 1 and Section 7.4 of this Offer for Sale Document.

The shares Offered/transferred to non-resident shareholders shall be intimated by the Company to the designated Authorized Dealer, along with the documents prescribed in the Manual within 30 days of Offer/transfer.

Non-residents who are covered under paragraph 6 (A) of Chapter 20 of the Manual do not require SBP’s approval to invest in the shares being Offered in terms of this Offer for Sale Document. Furthermore, under paragraph 7 (vii) of Chapter 20 of the Manual the Authorized Dealer shall allow repatriation of dividends, net of applicable taxes and proceeds on sale of listed shares (i.e. divestment proceeds) not exceeding the market value less brokerage/commission on provision of prescribed documents.


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Payments made by non-residents shall be supported by proof of receipt of foreign currency through normal banking channels. Such proof shall be submitted along with the application by the non-residents.

2.3.8 Minimum amount of Application and Basis for Allotment of Shares Out of the Retail Portion of the Offer

The basis and conditions for allotment of shares out of the retail portion of the Offer shall be as follows:

1. Application for shares must be made for 500 shares or in multiples of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

2. The minimum amount of application for subscription of 500 shares is the Offer Price x 500 shares. Any cost incurred in transfer of shares as part of the Offer shall be borne by Offeror.

3. Application for shares below the minimum amount shall not be entertained.

4. SUBMISSION OF FALSE AND FICTITIOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES ACT, 2015.

5. If the shares offered to the general public are sufficient to accommodate all applications, all applications shall be accommodated.

6. In case retail portion of the Offer, remains unsubscribed, the unsubscribed shares shall be allotted to successful Bidders at the strike price on pro-rata basis.

7. If the shares applied for by the general public are in excess of the shares being allocated to them, the distribution shall be made by computer balloting, in the presence of the representative(s) of PSX in the following manner:

─ If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will be conducted among applications for 500 shares only.

─ If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares cannot be accommodated, then balloting will be conducted among applications for 1,000 shares only.

─ If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applications for 1,500 shares cannot be accommodated, then balloting will be conducted among applications for 1,500 shares only.

─ If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be accommodated, then balloting will be conducted among applications for 2,000 shares only.

─ After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:

o If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on pro-rata basis.

o If the remaining shares are not sufficient to accommodate all the remaining applications for over 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to each successful applicants.

8. If the Offer is over-subscribed in terms of amount only, then allotment of shares shall be made in the following manner:

─ First preference will be given to the applicants who applied for 500 shares;

─ Next preference will be given to the applicants who applied for 1,000 shares;


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─ Next preference will be given to the applicants who applied for 1,500 shares;

─ Next preference will be given to the applicants who applied for 2,000 shares; and then

─ After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the applicants who applied for more than 2,000 shares.

9. Allotment of shares will be subject to scrutiny of applications for subscription of shares.

10. Applications, which do not meet the above requirements, or application which are incomplete, will be rejected

2.3.9 Refund/Unblocking of Subscription Money to Unsuccessful Applicants

As per the regulation 11(4) of the PO Regulations, within ten (10) working days of the close of public subscription period the Shares shall be allotted and Offered against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/ refunded.

As per sub-section (2) of Section 68 of the Companies Act, if refund as required under sub-section (1) of Section 68 of the Companies Act is not made within the time specified hereinabove, the directors of the company shall be jointly and severally liable to repay that money with surcharge at the rate of two percent (2%) for every month or part thereof from the expiration of the fifteenth day and, in addition, shall be liable to a penalty of level 3 on the standard scale as defined in Section 479 of the Companies Act. Provided that the directors of the Company shall not be liable if it proves that the default in making the refund was not on their own account and was not due to any misconduct or negligence on their part.

In case retail portion of the Offer, remains unsubscribed, the unsubscribed shares shall be allotted to successful Bidders at the Strike Price determined in the Book Building process on pro-rata basis.

2.3.10 Issue and Credit of Share Certificates

Within ten (10) working days of the closing of public subscription period, the shares shall be allotted, issued and credited against the accepted and successful applications and the subscription money of the unsuccessful applicants shall be unblocked/refunded, as required under regulation 11(4) of the PO Regulations.

Shares will be issued only in the book-entry form and will be credited into the respective CDS Accounts of the successful applicants. Therefore, the applicants must provide their CDS Account Number in the shares subscription application.

If the Company defaults in complying with the above requirements, it shall pay PSX a penalty of PKR 5,000 per day for every day during which the default continues. PSX may also notify the fact of such default and name of the Company by notice and also by publication in its ready-board quotation of the Stock Exchange.

Name of the Company will also be notified to the TRE Certificate Holders of the PSX and placed on the web site of the PSX.

2.3.11 Transfer of Shares

The shares shall be transferred in accordance with the provisions of Section 74 of the Companies Act read with Section 75 thereof and the Central Depositories Act, 1997 and the CDCPL Regulations. The transfer fees shall be borne by the Offeror.


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2.3.12 Shares Offered in Preceding Years

# No. of Shares Issued Consideration Total Value (PKR) Date of Issuance / Allotment

1 900 Cash 900,000 3 May 2005

2 300 Cash 300,000 15 December 2011

3 198,800 Cash 198,800,000 16 January 2015

4 3,173,650 Cash 3,173,650,000 4 March 2015

Total 3,373,650 3,373,650,000

Other than the above mentioned shares, there has been no issuance of shares since the incorporation of the Company. During March 2018 MWEL revised the face value of its ordinary shares from PKR 1,000/share to PKR 10/ share. Post revision, the number of shares issued by MWEL are 337,365,000 ordinary shares of PKR 10 each.

2.3.13 Interest of Shareholders

None of the holders of the Offered shares of the Company have any special or other interest in the property or profits of the Company other than as holders of the Ordinary shares in the capital of the Company. Certain shareholders who are also the directors of the Company have interest in receiving remuneration for their role as directors.

2.3.14 Dividend Policy

The Company intends to follow a consistent profit distribution policy for its members, subject to profitability, availability of adequate cash flows, the Board’s recommendation and shareholders’ approval.

The rights in respect of capital and dividends attached to each ordinary share are and will be the same. The Company in its general meeting may declare dividends but no dividend shall exceed the amount recommended by the directors. Dividend, if declared in the general meeting, shall be paid according to the provisions of the Companies Act.

The directors may from time to time declare interim dividends as appear to the directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of the profits of the Company for the year or any other undistributed profits.

No unpaid dividend shall bear interest or mark-up against the Company. The dividends shall be paid within the period laid down in the Companies Act.

Under Section 242 of the Companies Act, any dividend payable in cash by a listed company, shall only be paid through electronic mode directly into the bank account designated by the entitled shareholder.

Those applicants who intend that their cash dividend, if any, is directly credited in their bank account, must fill-in the relevant part of the shares subscription form under the heading, “Dividend Mandate”.

Historical dividends paid and bonus shares issued by the Company are as follows:

Particulars FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 1H FY 2018

Dividend - - - - PKR 556

Million PKR 194

Million

Bonus - - - - - -

Covenants / Restriction on Payment of Dividends:

MWEL has obtained debt to finance the project. As part of the financing agreements, several conditions are placed on MWEL to process any shareholder payments. The conditions mentioned in the financing agreements which needs to be fulfilled to process any shareholder payments are as follows:


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1. No Default or Event of Default has occurred and is continuing or will occur as a result of the proposed transfer for dividend

2. Debt Service Coverage Ratio needs to be greater than 1.2:1

3. Projected DSCR calculated on a P90 basis needs to be greater than 1.2:1

4. Loan Life Coverage ratio has to be greater than 1.05:1

5. Each reserve account fulfills the applicable reserve requirement

6. Cash sweep amount, if applicable, has been paid to the Financiers

7. No grid interruption event shall have occurred and be continuing

8. A distribution certificate has to be sent to the administrative agent and the senior financiers 10 days before the semi-annual payment date

9. Financial ratios have to be in accordance with the financing agreements

10. The distribution certificate needs to be countersigned by the administrative agent, and delivered to the relevant Account bank 3 days prior to the proposed transfer

Since its COD, the Company has paid Dividends twice after complying with the Covenants / Restriction on Payment of dividends mentioned above. The dividend payout ratio was 92.35% for year ended June 2017 and 36.34% for Half-Year ended December 2017 of the financial year ending June 2018.

2.3.15 Eligibility for Dividend

The ordinary shares Offered shall rank pari-passu with the existing shares in all matters of the Company, including the right to such bonus or right Offers, and dividend as may be declared by the Company subsequent to the date of Offer of such shares.

2.3.16 Deduction of Zakat

Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time except where the Ordinance does not apply to any shareholder or where such shareholder is otherwise exempt or has claimed exemption from payment / deduction of Zakat in terms of and as provided in that Ordinance.

2.3.17 Capital Gains Tax

Capital gains derived from the sale of listed securities are taxable in the following manner under section 37A of Income Tax Ordinance, 2001:

Serial #

Security Holding Period Tax Year 2017

Tax Year 2018

Securities acquired

before July 01, 2016

Securities acquired on or after July 01,

2016

Filer Non-Filer

Filer Non-Filer

Filer Non-Filer

1 Less than twelve months 15% 18% 15% 18% 15% 20%

2 Twelve months or more but less than twenty four months

12.5% 16% 12.5% 16% 15% 20%


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3 Twenty four months or more but acquired on or after 1st July, 2013

7.5% 11% 7.5% 11% 15% 20%

4 Acquired before 1st July, 2013 0% 0% 0% 0% 0% 0%

2.3.18 Withholding Tax on Dividends

Dividend distribution to shareholders will be subject to withholding tax under section 150 of the Income Tax Ordinance, 2001 as specified in Part III Division I of the First Schedule of the said ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the said ordinance, said deduction at source, shall be deemed to be full and final liability in respect of such profits in case of persons only. The following are the rates:

For filers of Income Tax Returns: 7.50%

For non-filers of Income Tax Return: 7.50%

2.3.19 Tax on Bonus Shares

As per section 236M of the Income Tax Ordinance 2001, tax at the rate of 5.00% of the value of “bonus shares” determined on the basis of the day end ex-price be collected by the Company issuing the “bonus shares”, which will be the final tax liability on such income of the shareholder. However, in the recent announcmenet of federal budget for FY19, the tax on bonus shares of 5% has been abolished which was previously applicable.

2.3.20 Income Tax

The profits and gains of the Company derived from electric power generation are exempt from tax under terms of clause 132 of Part-I of the second schedule to the Income Tax Ordinance, 2001.

Under clause 11A of Part-IV of the Second Schedule to the Income Tax Ordinance, 2001, the company is also exempt from levy of minimum tax on ‘turnover’ under section 113 of the Income Tax Ordinance, 2001.

However, the taxation expense of PKR 2.2 million is made in the profit and loss account on income from sources not covered under the above clauses at current rates of taxation after taking into account tax credits and rebates available.

2.3.21 Deferred Taxation

Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction neither affects accounting nor taxable profit or loss. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that is is probable that taxable profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.

Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse based on tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the profit and loss account, except in the case of items credited or charged to equity in which case it is included in equity.

Deferred tax is not provided in the financial statements of MWEL as the company’s management believes that the temporary differences will not reverse in the foreseeable future due to the fact that the profits and gains of the


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company derived from electric power generation are exempt from tax subject to the conditions and limitations provided for in terms of clause (132) of Part I of the Second Schedule to the Income Tax Ordinance, 2001.

For the purpose of current taxation, the tax credit available for carry forward is estimated at PKR 4,247 million as of December 31, 2017 (PKR 4,264 million as of June 30, 2017). As explained above, management believes that the tax credit available for carry forward may not be utilized in the foreseeable future. Consequently, based on the prudence principle, deferred tax asset amounting to PKR 1,274 million (PKR 1,279 million as of June 30, 2017) on tax credit available for carry forward has not been recognized in the financial statements.

2.3.22 Sales Tax

General Sales Tax is applicable as per Sales Tax Act, 1990 on supplies and services. Sales tax is applicable on services as per Punjab Sales Tax on Services Act, 2012 by Punjab Revenue Authority. Sales tax is applicable on services as per Sindh Sales Tax on Services Act, 2011 by Sindh Revenue Board.

2.3.23 Sales Tax on Sale / Purchase of Shares

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award, the Government of Sindh, Government of Punjab, Government of Khyber Pakhtunkhwa and Government of Baluchistan have promulgated the Sindh Sales Tax on Services Act, 2011, Punjab Sales Tax on Services Act, 2012, Khyber Pakhtunkhwa Sales Tax on services through Khyber Pakhtunkhwa Finance Act, 2013 and the Baluchistan Sales Tax on services Act, 2015 respectively. The Sindh Revenue Board, the Punjab Revenue Authority, and the Khyber Pakhtunkhwa Revenue Authority and the Baluchistan Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax (“SST”), Punjab Sales Tax (“PST”), Khyber Pakhtunkhwa Sales Tax (“KST”) and Baluchistan Sales Tax (“BST”) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber Pakhtunkhwa provinces respectively.

The value of taxable services for the purpose of levy of sales tax is the gross commission charged from clients in respect of purchase or sale of shares in a Stock Exchange. The above mentioned Acts levy a sales tax on Brokerage at the rate of 13% in Sindh, 16% in Punjab and in Baluchistan and Khyber Pakhtunkhwa the rate is 15%. Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements.

2.3.24 Capital Value Tax (“CVT”) on Purchase of Shares

Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments) Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.

2.3.25 Tax Credit for Investment in IPO

Under Section 62 of the Income tax Ordinance, 2001, a resident person other than a Company, shall be entitled to a tax credit, as mentioned in the said section, for a tax year in respect of the cost of acquiring in the year, new shares offered to the public by a public company listed on a stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from the Privatization Commission of Pakistan.

As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time limit for holding shares has been designated as 24 months to avail tax credit.

2.3.26 Tax Credit for Enlistment

Upon enlistment under Section 65C of the Income Tax Ordinance, 2001, tax credit at 20% of the tax payable shall be

allowed for the tax year in which a Company is listed on PSX and also extended for the following three tax years of


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enlistment through Finance Act 2017. Provided that the tax credit for the last two years shall be 10% of the tax

payable.


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3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

3.1 UNDERWRITING Book Building Portion

Elixir Securities Pakistan (Private) Limited has been appointed as the Book Runner to the Offer. The Book Runner has underwritten 84,341,250 shares being offered for subscription through the book building representing 100% of the Offer as required under Regulation 7(6) of the PO Regulations, with the limitations in effect that the Book Runner shall only underwrite the default portion of the Book Building, if any, at the Strike Price determined through the Book Building process.

General Public Portion

The general public portion of the Offer has not been underwritten in terms of Regulation 7(4) of the Regulations.

3.2 OPINION OF DIRECTORS REGARDING RESOURCES OF THE UNDERWRITERS In the opinion of the directors, the resources of the Book Runner are sufficient to discharge its underwriting

commitments / obligations.

3.3 UNDERWRITING COMMISSION Book Building Portion

No underwriting commission for the Book Building portion will be paid. The amount of security deposited by the defaulting Bidder shall however, be forfeited to the Book Runner, in case any of the successful Bidders failed do pay the Margin Money with in the specified time period.

3.4 BUY BACK / REPURCHASE AGREEMENT THE BOOK RUNNER IN THE CAPACITY AS UNDERWRITER OF THE BOOK BUILDING PORTION HAS NOT ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS ISSUE OF SHARES.

ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO ANY BUY BACK / RE-PURCHASE AGREEMENT WITH THE BOOK RUNNERS IN THE CAPACITY AS UNDERWRITER OR ITS ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY¬ BACK / RE-PURCHASE SHARES FROM THE BOOK RUNNERS AND ITS ASSOCIATES TAKEN UP, IF ANY, BY IT IN CAPACITY AS THE BOOK RUNNER.

3.5 COMMISSION OF THE BANKERS TO THE OFFER Commission at the rate of 0.25% (inclusive of all taxes) of the amount collected on allotment in respect of successful applicants will be paid by the Company to the Bankers to the Offer for services to be rendered by them in connection with the retail portion of the Offer.

3.6 FEES AND EXPENSES FOR CENTRALIZED E-IPO SYSTEM (“CES”) Commission on application received through CES will be paid to CDC which shall not be more than 0.8% of the

amount of the successful applications. CDC will share, the fee with other participants of CES at a ratio agreed

amongst them.


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3.7 BROKERAGE For this Offer, brokerage shall be paid to the TRE Certificate Holders of PSX at the rate of 1.00% of the value of shares (including premium, if any) on successful applications for Book Building and general public portion. No brokerage shall be payable in respect of shares taken up by the successful Bidders pursuant to undersubscription of retail portion of the Offer .

3.8 ESTIMATED EXPENSES OF THE OFFER Expenses to the Offer are estimated not to exceed PKR 63,454,415/-. The break-up of these preliminary expenses is given below:

Particulars Rate Expense

Advisory & Book Running Fee 1.35% 23,626,093

Commission to Bankers for General Public 0.25% 1,093,801

Bankers for General Public - Out of Pocket 50,000 500,000

E-IPO Facility Charges 0.80% 3,500,162

TREC Holders Commission 1.00% 17,500,809

PSX Initial Listing Fees 2,500,000

PSX Annual Listing Fees 500,008

PSX Services Fee 50,000

PSX Book Building Software charges 500,000

Transfer Agent and Balloting Agent 400,000

Printing of Prospectuses 1,500,000

Publication & Translation 3,500,000

Marketing, Roadshow and other Activities 2,000,000

CDC - Fresh Offer Fees 0.16% 2,800,130

CDC - Annual Fees 440,000

SECP IPO Application Processing Fee 1,343,413

SECP Supervisory Fee 300,001

Legal Advisory (if any) 350,000

Shari'ah Advisor Fee (if any) 50,000

Miscellenous Expenses 1,000,000

Total Expenses1 63,454,415

__________________________

1 Represent the maximum amount that is expected to be paid based on the Floor Price of PKR 20.75/- per share


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4 OVERVIEW, HISTORY AND PROSPECTS

4.1 COMPANY HISTORY & OVERVIEW

Master Wind Energy Limited (the ”company”) was incorporated on May 03, 2005, as a private limited company

under the Companies Ordinance, 1984. The company has been converted from private to public limited company

with effect from July 01, 2011. The registered office of the company is situated at Master House, 54 Darul Aman Co-

Operative Housing Society, Shahrah-e-Faisal, Karachi and the company's wind power plant is set up at Jhimpir,

District Thatta, Sindh on land that is leased to the company by Alternative Energy Development Board (”AEDB”),

Government of Pakistan.

The company’s principal objective is to setup and operate a wind power generation project and carry on the business

of supplying electric power to the national grid.

The company has set up a wind power station of 52.8 MW gross capacity at the above-mentioned location and

achieved commercial operations date (”COD”) on October 14, 2016. The company's tariff has been determined by

National Electric Power Regulatory Authority (“NEPRA”) through order dated April 23, 2014. Further, NEPRA has

issued a “Generation License” to the company on December 26, 2011 for a term of twenty years which commenced

from the COD.

4.1.1 Key Milestones

Years Events

May, 2005 The Company was incorporated under the Companies Act, 2017 (formerly Companies Ordinance, 1984) and was issued with incorporation certificate by Securities and Exchange Commission of Pakistan

December, 2011 The Company was granted Generation License by Nepra under Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997 and it is valid until December 2036.

April, 2014 Nepra issued generation tariff for the Company.

January, 2015 The Company entered into the Implementation Agreement with Government of Pakistan through Alternative Energy Development Board (AEDB) which guarantees payments to the Company if defaulted by the Power Purchaser.

January, 2015 The Company executed Energy Purchase Agreement with National Transmission and Dispatch Company Limited for a period of 20 years and it sets forth the contractual terms of the sale and purchase of electricity between the two parties

February, 2015 Execution of EPC Contract with Powerchina Huadong Engineering corporation Limited

February, 2015 The Company entered into a Musharaka Agreement with Meezan Bank Limited in order to obtain a senior debt facility.

February, 2015

The Company entered into Operation & Maintenance (O&M) Agreement with Zhejiang Huadong Engineering Science & Technology Development Co. Limited where the Company appointed O&M contractor to operate and maintain its generation facility for a period of two years (sub-operated by GE). The Company also entered into a long term O&M agreement with General Electric International Inc. for provision of O&M services for a period of 8-years commencing from the date of expiry of the warranty period (2-year) O&M.

March, 2015 The Company entered into a Financing Agreement with Overseas Private Investment Corporation in order to obtain a senior debt facility.


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March, 2015 The Company successfully achieved the Financial Close

October, 2016 Commercial Operation Date (COD)

June, 2017 The company announced its first dividend

4.2 MAJOR SERVICE CONTRACTS

1. Energy Purchase Agreement with National Transmission & Despatch Company Limited (through its Central Power Purchasing Agency) On behalf of Ex-Wapda Distribution Companies.

2. Engineering, Procurement and Construction contract with Zhejiang Huadong Engineering Science & Technology Development Co. Limited.

3. 08 Years Operation and Maintenance contract with General Electric International Inc.

4. 02 Years Operation and Maintenance contract with Zhejiang Huadong Engineering Science & Technology Development Co Limited (sub-operated by General Electric).

5. Offshore supply contract with Power China Huadong Engineering Corporation Limited for supply of equipment regarding 52.8 wind power complex.

6. Implementation Agreement with the President of Islamic Republic of Pakistan for and on behalf of The Islamic Republic of Pakistan.

7. Site sub Lease contract with Alternative Energy Development Board regarding lease of Plant site.

4.3 COST OF INSTALLATION OF THE PLANT

Description Amounts in USD

EPC Procurement and Supply of Equipment $ 94,390,000

Construction Contract $ 13,250,710

Project Development Cost, Duties and Taxes $ 6,067,834

Insurance during Construction $ 763,427

Financial Charges and other related costs $ 11,503,184

Interest During Construction $ 2,895,023

Total $ 128,870,178

Total Installation Cost Equivalent to Pak Rupees PKR 11,918,673,155

4.4 KEY PLANT INFORMATION Summary of the key information related to the plant is as follows:

Key Information Description

Type Wind power plant

Project location Jhimpir, Disctrict Thatta, Sindh

Installed capacity 52.8 MW

Land area 1,408 acres – Leased Land

Concession period 20 years from the date of commercial operation


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Power purchaser National Transmission and Desptach Company Limited (Central Power Purchasing Agency)

EPC Contractor Powerchina Huadong Engineering Corporation Limited (Offshore) and Zhejiang Huadong Engineering Science & Technology Development Co. Limited (Onshore)

Turbine Specifications:

- Manufacturer General Electric – USA

- Model 1.6 XLE

- Number of turbines 33

- Hub height 80 meters

- Turbine capacity 1.60 MW each

Annual net capacity 32.6465%

Financing Structure Debt 75% - Equity 25%

Debt Composition 50% foreign and 50% local

4.5 PROJECT IMPLEMENTATION

The project is developed in line with standard international practices under a fixed price, fixed schedule Contract.

After careful consideration, the EPC contract was signed with Powerchina Huadong Engineering Corporation Limited

(HDEC) and Zhejiang Huadong Engineering Science & Technology Development Co. Limited, one of China’s largest

Engineering firms with extensive expertise in wind power.

The project is generating electricity through 33 x 1.6 MW GE turbines. General Electric ranks as one of the world’s

leading wind turbine suppliers, boasting an extensive product portfolio and support services extending from

development assistance to operations and maintenance. The GE 1.6 MW XLE (turbine model) is a highly advanced

model and comes with a WindBOOST Control System that enhances performance by increasing annual energy

production upto 4%, resulting in higher return on investment.

The O&M of the project is performed by General Electric till year 10 from the date of commercial operations.

4.6 TARIFF

The project is developed under the upfront tariff regime announced by the Government in 2013. The feed in tariff

(along with permitted indexations and escalations) is applicable through out the concession period of 20 years from

achievement of commercial operations. The concession is backed by sovereign guarantees that are given by the GOP

under the concession agreements namely the Energy Purchase Agreement and the Implementation Agreement. For

MWEL, with 50% local and 50% foreign financing, electricity will be supplied to the grid at a levelized rate of 14.74

Rs/kwh. Details of the tariff are summarized below:

Year O&M Insurance ROE

Principal + Interest

Tariff

Rs./kWh Rs./kWh Rs./kWh Rs./kWh Rs./kWh

1 - 10 1.6040 0.7833 4.8341 10.4259 17.6473

11 - 20 1.6040 0.7833 4.8341 - 7.2214

Levelized 14.7462

Indexation PKR/USD & US

CPI PKR/USD PKR/USD KIBOR/LIBOR

Levelized Tariff @ 10% = US cents 15.1088 / kWh


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Further as part of the quarterly indexation/adjustment mentioned in the upfront tariff, MWEL received the revised

tariff for the first quarter of 2018 (January – March 2018) on 29th January, 2018 vide their letter Ref. # NEPRA/TRF-

249/MWEL-2013/1430-1432. Details of the quarterly adjustement in Tariff are as follows:

Tariff Component Reference

Year 2

Revised Jan-March

2018

(Rs./kWh)

O&M 1.6040 1.9510

Return on Equity 4.8341 5.4730

Principal Repayment of Debt – Foreign 2.7512 3.1148

Interest – Foreign 1.4901 2.1579

Principal Repayment of Debt – Local 2.2741 2.2741

Interest – Local 4.1822 3.1081

Insurance 0.7833 0.7833

Total 17.9190 18.8622

Indexation Values

US CPI 229.601 246.669

Exchange Rate 97.60 110.50

LIBOR (3 month) 0.301% 1.694%

KIBOR (3 month) 9.290% 6.160%

4.7 BORROWING

The project was financed with a mix of 25% equity and 75% debt. Details of borrowings obtained from banks and

other lenders to finance the project are provided below.

4.7.1 Local Borrowing

This represents Debt financing amounting to Rs 5,456 million obtained from Consortium of banks comprising Meezan

Bank Limited, Bank Al-Habib Limited, The Bank of Punjab and Habib Metropolitan Bank Limited in pursuance of the

Musharika Agreement dated February 20, 2015. Of this facility the complete amount of Rs 5,456 million has been

availed by the company as at December 31, 2017. The overall financing is secured against a first charge by way of

hypothecation over all present and future assets of the company. It carries mark-up, payable quarterly, at the rate

of three months Karachi Inter-Bank Offered Rate (‘KIBOR’) plus 3% per annum. The effective rate charged during the

period on the outstanding balance is 9.47% per annum (June 30, 2017: 9.44% per annum). As of December 31, 2017,

the principle amount is repayable in eighteen unequal semiannual installments ending on August 15, 2026 in

accordance with the amortization schedule. During the current period an amount of Rs. 96.9 million was repaid in

the month of August 2017.


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4.7.2 Foreign Borrowing

This represents long term finance facility of USD 49.6 Million obtained from Overseas Private Investment

Corporation (‘OPIC’) for the construction of the wind power plant at Jhimpir in accordance with the Finance

Agreement dated March 09, 2015. The complete facility of USD 49.6 Million (equivalent to Rs 5,456 million) has been

availed by the company as of December 31, 2017. The overall financing is secured against a first charge by way of

hypothecation over all present and future assets of the company. It carries mark-up, payable quarterly, at the rate

of three months London Inter-Bank Offered Rate (‘LIBOR’) plus 3.7% OPIC guarantee fee per annum and 0.3%

alternate basis maintenance fee per annum. The effective rate charged during the period on the outstanding balance

is 5.14% per annum (June 30, 2017: 4.82% per annum). As of December 31, 2017, the principle amount is repayable

in eighteen unequal semiannual installments ending on August 15, 2026 in accordance with the amortization

schedule provided by OPIC. During the current period and amount of Rs 92.9 million was repaid in the month of

August 2017.

4.8 LOCATION

The wind farm is situated on 1,408 acres of land, allocated to the project by AEDB in the Jhimpir Wind Corrdior.

Jhimpir is located about 33 km north of district Thatta, and 55 km south of Hyderababd. It is accessible via the Super

Highway which runs between Karachi and Hyderabad. With high wind speeds and sparse population, the area is

considered ideal for wind power projects.


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4.9 INDUSTRY OVERVIEW The power sector is presently undergoing a major transformation where the Federal and Provincial Governments have aligned their priorities for overcoming the energy crises which have been adversely affecting the social, economic and financial progress of the country for the past many years.

In Pakistan, power distribution and transmission is dominated by National Transmission and Dispatch Company Limited (“NTDCL”); whereas in Karachi power generation, distribution, and transmission, is controlled by K-Electric (formally Karachi Electric Supply Corporation).

Power Sector saw major developments during recent times as the present Government has given high priority to this sector. However, Pakistan still finds itself in shortfall in terms of power supply, with supply unable to keep pace with demand. The spike in shortfall is primarily due to the following reason:

1. Capacity is underutilized from existing power plants 2. Transmission and Distribution losses (“T&D losses”) 3. Creation of circular debt

An overview of the historical and projected demand-supply gap is provided below:

Source: NEPRA State of Industry Report, 2016

A comparison of the electricity generation mix in the country between July 2016 and March 2018 is as follows:

Soucrce: NEPRA, AHL Research

(8,000)

(6,000)

(4,000)

(2,000)

-

2,000

4,000

-

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

2012 A 2013 A 2014 A 2015 A 2016 A 2017 F 2018 F 2019 F 2020 F

Power Sector - Demand Supply Gap

Generation Capability MW Peak Demand MW Surplus/(Deficit)

Hydel, 33.40%

RFO, 27%

Gas, 24.30%

RLNG, 8.50%

Nuclear, 3.70%

Renewable, 3.10%

Coal, 0.00%

Pakistan Electricity Generation Mix -July 2016

Hydel, 10.00%

RFO, 16.10%

Gas, 21.30%

RLNG, 24.32%

Nuclear, 9.00%

Renewable, 4.82%

Coal, 14.46%

Pakistan Electricity Generation Mix - March 2018


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With an increase in alternative energy sources of the likes of wind and solar energy, a slight increase in share of renewable power sources is observed.

Pakistan has one the lowest per capita electricity consumption of 471 KWh (2017: 542 KWh) compared to world average of 3,125 KWh.

Source: World Bank, AHL Research

4.9.1 Transmission Lines and Grid Stations with NTDC

The integrated transmission system of NTDC comprises of 500 kV and 220 kV transmission lines and grid stations.

The status of transmission lines and grid stations, at the end of fiscal years from 2011 to 2016, owned and operated

by NTDC is mentioned in following table:

Transmission Lines

As on 30th June

500 kV 220 kV Total Transmission Lines and

No. of Circuits

No. of Circuits

Total Km. No. of

Circuits Total Km.

No. of Circuits

Total Km.

2011 30 5,078 114 7,427 144 12,505

2012 30 5,078 121 7,948 151 13,026

2013 30 5,144 124 8,358 154 13,502

2014 30 5,183 124 9,104 154 14,287

2015 30 5,197 124 9,814 154 15,011

2016 33 5,197 129 9,814 162 15,011

Grid Stations

As on 30th June

500 / 220 kV 220 / 132 kV Total No. of Grid Stations

and MVA Capacity

No. of Grid Station

MVA Capacity

No. of Grid Station

MVA Capacity

Total No. of Grid Station

Total MVA Capacity

2011 12 14,850 27 16,494 39 31,344

2012 12 14,850 29 18,044 41 32,894

2013 12 15,750 29 18,231 41 33,981

2014 13 17,400 35 21,030 48 38,430

2015 13 18,624 37 24,063 50 42,687

2016 14 18,624 37 24,063 51 42,687 Source: NTDC | Nepra State of the Industry Report 2016

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

-

1,000

2,000

3,000

4,000

5,000

Mal

aysi

a

Ch

ina

Wo

rld

Thai

lan

d

Vie

tnam

Ind

on

esia

Ind

ia

Ph

ilip

pin

es

Sri L

anka

Pak

ista

n

Ban

glad

esh

2004 2014 10-Y CAGR


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As per the NTDC website, it maintains sixteen 500 kV and thirty nine 220 kV grid stations as of 2017. It also has 5,301

km of 500 kV transmission line and 10,184 km of 220 kV transmission line. Region wise grid stations distribution are

as follows:

Region wise Grid Stations as of 2017

Name of Region 500kV 220 kV Total

Islamabad 2 7 9

Lahore 5 19 24

Multan 4 4 8

Hyderabad 5 9 14

Total 16 39 55 Source: NTDC Website

4.9.2 T&D Losses and Recoveries

One of the biggest contributor in the power crisis in our country has been the transmission and distribution losses. Although in the past few years with the efforts undertaken by the government and distribution companies, transmission and distribution losses are gradually decreasing but still on higher side. Degraded network and theft are the major culprits behind these losses.

Another issue faced is the low bill recovery, although the trend has improved over the years but is still below 100%:

Source: Pakistan Economic Survey 2016-17

19%19%

19%

18%

16%

14%

15%

16%

17%

18%

19%

20%

FY13 FY14 FY15 FY16 June-MarchFY17

T&D Losses - Trend

88%89% 89%

93%

94%

84%

86%

88%

90%

92%

94%

96%

FY13 FY14 FY15 FY16 June-MarchFY17

Bill Recoveries - Trend


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4.9.3 Wind Power Sector

During the year 2015-16, 50 MW of wind power has been added to the NTDC’s system, for a total wind based power

of about 306 MW in the system. The energy generated by wind based power plants during FY 2015-16 has been

noted as 732 GWh.

Source: NEPRA State of Industry Report, 2016

New wind power plants with a capacity of c. 1,100+ MW are expected to become live by 2020.

4.9.4 Price Performance of Power Sector

Currently there are no independent power producer (“IPPs”) based on wind power which are listed on the PSX.

MWEL will be the first wind powered IPP to list on the PSX. However, the below metioned IPPs can be referenced to

take a view on the price performance of other IPPs listed on the PSX is as follows:

Ticker Name LTM DPS1 Dividend Pay out Share Price2 Dividend yield ALTN Altern Energy Limited 8.0 97.4% 41.2 19.4%

KOHE Kohinoor Energy Limited 4.5 102.5% 40.0 11.2%

PKGP Pakgen Power Limited 2.0 57.5% 21.1 9.5%

HUBC Hub Power Company Ltd 7.1 101.6% 100.0 7.1%

KAPCO Kot Addu Power Co. 9.1 86.3% 60.6 15.0%

NCPL Nishat Chunian Power Ltd 1.0 10.7% 30.4 3.3%

NPL Nishat Power Ltd 2.0 22.4% 32.6 6.1%

LPL Lalpir Power Ltd 2.0 73.5% 21.0 9.5%

EPQL Engro Powergen Ltd 3.3 44.0% 34.4 9.4%

SPWL Saif Power Ltd3 3.7 54.4% 28.7 12.7%

Mean 10.3%

Source: PSX website and individual company financials 1 LTM DPS means “Last Twelve Months Dividend Per Share” taken for the period starting from 1st April, 2017 till 31st March 2018 2 3-Month Average Share price taken for the period starting from February 1, 2018 till May 2, 2018 3 Saif Power LTM DPS is for the period starting from 1st April, 2017 till December 2017 as Q1 2018 number are not available

50

106

256

306

1 30

52

90

1.4%

28.3%

20.4%

29.3%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

-

50

100

150

200

250

300

350

2013 2014 2015 2016

Electricity Generation By Wind Power Plants

Installed Capacity (MW) Generation (MW) Capacity Utilization (%)


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4.9.5 Future Outlook

Historically, Pakistan has experienced a demand and supply gap when it comes to power generation. This gap is expected to persist in the near future, however a major reduction in the same is expected with the government introducing incentives for the power sector. Some of these incentives include the following:

1. 15%-20% US Dollar Indexed IRR

2. Exemptions from Corporate Income Tax

New IPPs with a combined capacity of c. 18,500+ MW are expected to become live by 2025. In addition new wind power plants with a capacity of c. 1,100+ MW are expected to become live by 2020.

4.10 RISK FACTORS Most IPPs are structured in a way that they are protected from many risks emanating from demand, currency devaluation, force majeure and fuel supply since the costs incurred are pass through costs. Moreover, the obligations of the power purchaser are guaranteed by the GoP. However some of the specific risks that MWEL could possibly face are stated below:

4.10.1 Regulatory Framework

During the last two decades a number of IPPs have entered into the Pakistan’s power sector due to GOP’s inclination

towards rectifying the power shortages in the Country. However, due to CPEC related activities even more power

generation facilities will make their way into the system.

A Change in regulation by the Government affecting the Company which may have an impact on its operations and

profitability.

4.10.2 Circular Debt Risk

Cash flow constraints add to the operational inefficiencies of companies in the power sector. Therefore, non-

payment by the CPPA may affect the liquidity of the Company in due course. As of December 31st 2017, an amount

of PKR 524 million has been held by the CPPA. The amount is overdue but not impaired because the payment of

receivables is guaranteed by the Government of Pakistan (GoP) through a sovereign guarantee under the

Implementation Agreement.

4.10.3 Technology and obsolescence Risk

There may be a risk that the technology used and the machinery and equipment installed may get old resulting in

frequent breakdowns, etc.

4.10.4 Legal Risk

There is a litigation risk that may arise if there is a delay in tariff payments from the Government such that the

Company has to initiate legal proceedings.

4.10.5 Working Capital Management Risk

The availability of adequate working capital during the operational stage of the project is essential. The IPP might be

required to inject liquidity in case the payments from the CPPA are delayed.


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4.10.6 Foreign Exchange Risk

The company’s foreign exchange risk is covered in its tarrif as tarrif indexation is allowed for fluctuations in exchange rates.

4.10.7 Interest Rate Risk

MWEL plant is financed by 75% debt. With higher levels of debt, an increase in interest rates may adversely affect

the profitability. However, debt component (principal+interest) is a pass-through item in the tariff of MWEL and any

increase in interest rates is covered under the tariff.

4.10.8 Credit Risk

Credit risk represents the risk that Company may fail to cause a financial loss to other party by failing to discharge

its financial obligations. However Company has taken appropriate measures to ensure avoidance of such event.

4.10.9 Liquidity Risk

Liquidity Risk is the risk that Company may encounter difficulty in meeting its obligations associated with financial

liabilities. The Company manages liquidity risk by maintaining sufficient cash and the availability of funding through

special reserve accounts for debt repayment and O&M services.

4.10.10 Capital Market Risk

After being listed on the securities exchange, the price of company’s shares will be determined by market forces driven by socio – economic events – locally & internationally, capital & money market behavior, competitive scenarios and company performance. The value of share will be subjected to fluctuation based on combined impact of market forces identified above.

4.10.11 Under-subscription Risk

The Offer of Master Wind Energy Limited may get under-subscribed due to lack of interest on part of the investors. In such a case, the book building process shall be considered as cancelled if the Company does not receive bids for the number of shares allocated under the Book Building Portion and the bid money submitted by investors shall be refunded accordingly.

4.10.12 Risk of Non-Compliance with Regulation of SECP and PSX

In the event of non-compliance with any regulatory requirements of SECP or PSX the Company may be placed on

defaulter segment of PSX which may potentially hamper trading in the Company’s shares leading upto potential

suspension in trading as well.

Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN INTENTIONALLY CONCEALED IN THIS RESPECT.


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5 FINANCIAL INFORMATION

5.1 AUDITORS REPORT UNDER CLAUSE 1 OF SECTION 2 OF THE FIRST SCHEDULE TO THE PUBLIC

OFFERING REGULATIONS, 2017 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS OF

MASTER WIND ENERGY LIMITED


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5.2 AUDITOR CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY


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5.3 SHARE BREAK-UP VALUE CERTIFICATE


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5.4 MANAGEMENT NOTE ON BREAK-UP VALUE OF SHARES AS AT DECEMBER 31, 2017

Subsequent to the period ended December 31, 2017, MWEL revised the face value of its ordinary shares from PKR 1,000/share to PKR 10/share going forward from March 13, 2018. This has resulted in the change of break-up value of shares as follows:

December 31, 2017

(Rupees)

December 31, 2017

(Rupees)

Issued, subscribed and paid up share capital 3,373,650,000 3,373,650,000

Un-appropriated profit 553,846,318 553,846,318

Total shareholder' equity 3,927,496,318 3,927,496,318

Ordinary shares Face value PKR 1,000 3,373,650

Face value PKR 10 337,365,000

Break-up value per ordinary share Face value PKR 1,000 1,164.17

Face value PKR 10 11.64


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5.5 MWEL MANAGEMENT ACCOUNTS AS OF 31ST MARCH 2018 (UN-AUDITED)


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5.6 MANAGEMENT NOTE ON BREAK-UP VALUE OF SHARES AS AT MARCH 31, 2018 (UN-AUDITED)

March 31, 2018 (Rupees)

Issued, subscribed and paid up share capital 3,373,650,000

Un-appropriated profit 313,930,130

Total shareholder' equity 3,687,580,130

Ordinary shares Face value PKR 10 337,365,000

Break-up value per ordinary share Face value PKR 10 10.93


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5.7 SUMMARY OF FINANCIAL HIGHLIGHTS OF MASTER WIND ENERGY LIMITED

(Amounts in PKR ‘000)

Year Ended June-17

(Audited)

Q1 FY 18 (Sep-17

Audited)

Q2 FY 18 (Dec-17

Audited)

Q3 FY 18 (Mar-18

Un-Audited)

Income Statement

Revenue 1,723,823 871,882 1,358,205 1,720,505

Cost of Sales (523,228) (201,880) (416,038) (619,009)

Gross Profit 1,200,595 670,002 942,167 1,101,497 Operating Profit 1,123,484 642,982 889,818 1,025,165

EBITDA 1,575,263 793,878 1,193,271 1,484,294

Depreciation and Amortization 451,779 150,897 303,453 459,129

Financial Charges 44,010 17,636 58,213 78,570

Profit before Taxation (557,203) (207,018) (409,746) (609,994)

Taxation (7,546) (2,243) (3,846) (5,003)

Profit after Taxation 602,744 451,357 534,438 488,737

Balance Sheet

Non-Current Assets 11,553,856 11,429,839 11,556,185 11,623,301

Current Assets 4,274,477 2,777,252 3,027,545 2,460,738

Total Assets 15,828,334 14,207,091 14,583,729 14,084,039

Equity 3,949,711 3,844,415 3,927,496 3,687,580

Long-Term Debt 9,322,117 9,122,717 9,345,485 8,865,941

Current Portion of Long-Term Debt 855,338 894,082 914,623 941,544

Non-Current Liabilities 9,322,117 9,122,717 9,345,485 8,865,941

Current Liabilities 2,556,506 1,239,959 1,310,748 1,530,518

Net Debt 7,176,266 8,506,500 8,642,295 8,871,400

Trade debts1 970,662 944,819 1,080,9431 1,208,708

Trade and other payables 1,606,702 245,043 291,586 299,968

Cash Flow Statement

Cash Flow from Operating Activities 1,059,586 (757,144) (636,920) (380,363)

Cash Flow from Investing Activities (1,275,704) 14,035 (27,674) (8,900)

Cash Flow from Financing Activities 2,892,131 (746,468) (746,468) (1,622,634)

Net increase in cash and cash equivalents 2,676,013 (1,489,576) (1,411,061) (2,011,897)

Cash and cash equivalents at the beginning of the year 415,170 3,090,941 3,090,941 3,090,941

Net Cash Balance 3,090,941 1,605,806 1,715,467 1,029,906

1 Disclosure on trade debts provided in section 5.8


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Year Ended June-17

(Audited)

Q1 FY 18 (Sep-17

Audited)

Q2 FY 18 (Dec-17

Audited)

Q3 FY 18 (Mar-18

Un-Audited)

Margins

Gross Margin (%) 69.6% 76.8% 69.4% 64.0%

EBITDA Margin (%) 91.4% 91.1% 87.9% 86.3%

Net Margin (%) 35.0% 51.8% 39.3% 28.4%

Earnings Ratios

Earnings per Share – Basic 1.79 1.34 1.58 1.45

Earnings per Share - Diluted 11.71 11.40 11.64 10.93

Break-up Value per Share – (including Surplus) 11.71 11.40 11.64 10.93

Break-up Value per Share – (excluding Surplus) 16.5% 11.6% 13.8% 12.8%

Return on Equity (%) 4.5% 3.0% 3.7% 3.4%

Return on Assets (%) 1.79 1.34 1.58 1.45

Balance Sheet Ratios

Fixed Asset Turnover (x) 0.15 x 0.08 x 0.12 x 0.15 x

Asset Turnover (x) 0.11 x 0.06 x 0.09 x 0.12 x

Capex to Total Assets (%) 8.28% 0.04% 0.33% 0.34%

Current Ratio (x) 1.67 x 2.24 x 2.31 x 1.61 x

Leverage Ratios

Long-Term Debt to EBITDA (x) 6.52 x 12.74 x 8.68 x 6.67 x

Net Debt to EBITDA (x) 4.56 x 10.72 x 7.24 x 5.98 x

Long-Term Debt to Equity (x) 2.60 x 2.63 x 2.64 x 2.69 x

Long-Term Debt to Total Assets (x) 0.65 x 0.71 x 0.71 x 0.70 x

EBITDA/Interest (x) 2.83 x 3.83 x 2.91 x 2.43 x

(EBITDA - Capex) 264,942 788,878 1,145,399 1,435,835

(EBITDA - Capex)/Interest (x) 0.48 x 3.81 x 2.80 x 2.35 x

________________________________


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5.8 DISCLOSURE ON TRADE DEBTS

Included in trade debts is an amount of Rs. 110.088 Million relating to Non-Project Missed Volume (‘NPMV’) invoices for the months of July to October 2017 not acknowledged by CPPA-G. NPMV arising majorly due to issuance of curtailment instructions from CPPA-G due to which the plant was not fully evacuated i.e. power generated was not taken by CPPA-G. The reason for the above referred curtailment instructions and under-utilization of plant capacity was merely inadequate Purchaser Interconnection Facilities (PIF) provided by the Power Purchaser against the provisions of EPA.

The management considers that primary reason for claiming these payments is that the plant was fully available, however, could not generate electricity due to failure of CPPA-G and CPPA-G has opted an inappropriate calculation method to calculate NPMV for which no event-wise calculation has been provided to the company. In the light of above mentioned facts, management believes that company cannot be penalized in the form of payment deductions due to CPPA-G’s default under the EPA.

It is pertinent to mention here that in the past i.e. form October 2016 to June 2017, the company was billing NPMV on the same calculation method and CPPA-G has approved/acknowledged, and also made payments for the same.

Consequently the company has taken up this issue at appropriate forums. Based on the advice of the company’s legal counsel, management feels that there are meritorious grounds to support the company’s stance and such amounts are likely to recovered. Consequently, no provision for the above mentioned amount has been made in the financial statements.


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6 MANAGEMENT

6.1 BOARD OF DIRECTORS OF THE COMPANY

Name Address Designation CNIC Partnership/Directorships in Other Companies

1 Naveed Malik

House # 126 Y,

Street # 18,

DHA, Cantt,

Lahore.

Chairman 35201-1450507-3 Refer to section 6.4

2 Nadeem Malik

House # 75,

Khayaban-e-

shaheen, Phase

6 DHA, Karachi

Director 42301-8656497-9 Refer to section 6.4

3 Najeeb Malik

House # 321 K, Phase 2, Defence Housing Authority Lahore Cantt


4 Shahzad Malik

House # 126 Y, Street # 18, DHA, Cantt, Lahore.

Managing Director

352019-295415-7 Refer to section 6.4

5 Rumman A. Dar

House # 506 CC, Street # 13, Defence Phase 4, Lahore, Cantt

CEO 61101-1927558-5 Refer to section 6.4

6 Shahab A. Khawaja

House # 25, Street 11, Sector T, DHA 2, Lahore.


7 Khalid Saeed 57-G, Street 4, Phase 5, DHA, Lahore


8 Aamir Fayyaz Sheikh

86 Arif Jan Road, Lahore Cantt, Lahore


6.2 UNDERTAKING BY THE COMPANY AND ITS SPONSORS The Company and its sponsors undertake:

1. That neither Offeror nor its directors, sponsors or substantial shareholders have been holding the office of the

directors, or have been sponsors or substantial shareholders in any company , which:


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(i) which had been declared defaulter by the securities exchange or futures exchange; or

(ii) whose TRE Certificate has been cancelled or forfeited by the Exchange, PMEX or any other registered

stock exchange of Pakistan that existed prior to integration of stock exchanges pursuant to Integration

Order number 01/2016 dated January 11, 2016 Offered by the Commission due to noncompliance of any

applicable rules, regulations, notices, procedures, guidelines etc. which has been de-listed by the

securities exchange due to non-compliance of its regulations.

(iii) was de-listed by the Exchange due to its non-compliance of any applicable provision of PSX Regulation.

(iv) That none of the sponsors, major shareholders, directors or management of the Company as well as the Company itself or its associated company / entity have been found guilty of being engaged in any fraudulent activity. The Company have made full disclosure regarding any / or all cases in relation to involvement of the person named above in any alleged fraudulent activity i.e., pending before any court of law / regulatory body / investigation agency in or outside of the Country.

6.3 OVERDUE LOANS There are no overdue loans (local or foreign currency) on the Company, its directors and its sponsors. The Company, its CEO, its directors and its sponsors, under the oath, undertakes that they have no overdue payment to any financial institutions

6.4 PROFILES OF DIRECTORS

6.4.1 Mr. Naveed Malik – Chairman

An enterprising and seasoned businessman holding a bachelor’s degree in Business Management from

University of Southern California, LOS Angeles, United States of America in 1981. He belongs to a

renowned business family who are pioneers in the foam & textile industry in Pakistan.

Mr. Naveed Malik has extensive experience across numerous business processes. He has been associated

with the Master Group for the last 30 years and is the Chairman of companies comprising the Master

Group.

Current Directorships 1. Master Wind Energy Limited, 2. Master Motor Cycles (Pvt) Ltd 3. Master Polymer Industries Limited 4. Master Enterprises (Pvt) Ltd 5. Master Pillo (Pvt) Ltd 6. Master (Pvt) Ltd 7. Master Celeste (Pvt) Ltd 8. Serta Pakistan (Pvt) Ltd, 9. Master Tractors (Pvt) Ltd 10. Master Motor Cars (Pvt) Limited, 11. Universal Associates (SMC-Pvt) Ltd 12. N M Corporation (Pvt) Ltd 13. Durafoam (Pvt) Ltd 14. Master Electron (Pvt) Ltd 15. Master Chemicals Ltd


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6.4.2 Mr. Nadeem Malik - Director

Mr. Nadeem Malik is a prolific businessman and has extensive experience across numerous business processes. He belongs to a well-known business family in Pakistan who are pioneers in the foam & textile industry in Pakistan. He also holds a bachelor’s degree in Business Management from United States of America. He has been associated with the Master Group for the last 25 years and is a director and major stakeholder in the companies comprising the Master Group. Mr. Nadeem Malik specializes in and has extensive experience in the Automotive Industry and has been successfully running his business over a period spanning over 2 decades. He is currently managing director of Procon Engineering (Pvt) Ltd and Master Motor Corporation along with holding directorship in the Master Group companies. Current Directorships

1. Master Motor Cars (Pvt) Limited, 2. Foton Master Motors (Pvt). Limited, 3. Master Green Energy Limited, 4. Fuso Master Motors (Pvt) Ltd, 5. Najeeb Holdings (Pvt) Ltd, 6. Master Celeste (Pvt) Ltd, 7. Serta Pakistan (Pvt) Ltd, 8. Master Solar Energy Ltd, 9. Nadeem Malik Holdings (Pvt) Ltd 10. International Interior (Pvt) Ltd 11. Durafoam (Pvt) Ltd 12. Master Motor Cycles (Pvt) Ltd 13. Mascon (Pvt) Ltd 14. Affinity Capital (Pvt) Ltd 15. Master Polymer Industries Limited 16. Master (Pvt) Ltd 17. Master Moltyfoam (Pvt) Ltd 18. Master Chemicals Limited 19. Master Offisys (Pvt) Ltd 20. Master Textile Mills Limited 21. Foton Pakistan (Pvt) Ltd 22. Master Auto Engineering (SMC-Pvt) Ltd 23. Master Hydro (Pvt) Ltd 24. Celeste Home Fashion (Pvt) Ltd 25. Aqua Hydro (Pvt) Ltd 26. Master Motor Corporation (Pvt) Ltd 27. Master Motors Limited 28. Procon Engineering (Pvt) Ltd 29. Master Enterprises (Pvt) Ltd 30. Master Pillo (Pvt) Ltd 31. N M Corporation (Pvt) Ltd 32. Master Motor Company (Pvt) Ltd 33. Master Wind Energy Limited


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34. Master Synthetics (Pvt) Ltd 35. Sleep Research Foundation 36. NM Enterprises (Pvt) Ltd. 37. Jamshed Wind Energy (Pvt) Ltd. 38. Master Foam (Pvt) Ltd. 39. Dura Industries (Pvt) Ltd. 40. Master Electron (Pvt) Ltd,

6.4.3 Mr. Najeeb Malik

Mr. Najeeb Malik holds a master’s degree in Engineering from the United States of America. His family are the pioneers in the foam & textile industry in Pakistan. Upholding the family tradition, Mr. Najeeb Malik also ventured into the textile industry and has over the last 2 decades gained vast experience in the sector. He is also associated with the Master Group as a director and major stakeholder in the companies comprising the Master Group. He is currently managing director of Master Textile Mills Ltd along with holding directorship in the Master Group companies in Pakistan as detailed below:

Current Directorships

1. Master Offisys (Pvt) Ltd 2. International Interior (Pvt) Ltd 3. Durafoam (Pvt) Ltd 4. Sleep Research Foundation 5. Master Polymer Industries Limited 6. Master Enterprises (Pvt) Ltd 7. Affinity Capital (Pvt) Ltd 8. Master (Pvt) Ltd 9. Master Celeste (Pvt) Ltd 10. Serta Pakistan (Pvt) Ltd, 11. Master Solar Energy Ltd 12. Master Chemicals Limited 13. Master Electron (Pvt) Ltd, 14. Master Tractor (Pvt) Ltd 15. Master Textile Mills Ltd, 16. Master Motor Cars (Pvt) Limited, 17. Master Motor Company (Pvt) Ltd 18. Celeste Home Fashion (Pvt) Ltd 19. Master Synthetics (Pvt) Ltd 20. Fuso Master Motors (Pvt) Ltd, 21. Master Motor Corporation (Pvt) Ltd 22. Procon Engineering (Pvt) Ltd 23. Master Wind Energy Limited 24. Master Moltyfoam (Pvt) Ltd 25. Master Motor Cycles (Pvt) Ltd 26. Master Green Energy Limited, 27. Mascon (Pvt) Ltd 28. Foton Pakistan (Pvt) Ltd


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29. Master Motors Limited 30. Aqua Hydro (Pvt) Ltd 31. Najeeb Holdings (Pvt) Ltd, 32. Master Hydro (Pvt) Ltd 33. Master Power (Pvt) Ltd 34. Jamshed Wind Energy (Pvt) Ltd 35. NM Enterprises (Pvt) Ltd. 36. Master Foam (Pvt) Ltd. 37. Dura Industries (Pvt) Ltd.

6.4.4 Mr. Shahzad Malik – Managing Director

Mr. Shahzad Malik holds a Master’s degree in Business Administration from Bentley University in the United States of America. His family are the pioneers in the foam & textile industry in Pakistan. Upholding the family tradition, Mr. Shahzad Malik also ventured into business and has over 4 years of experience in managing foam and Energy sector. Mr. Shahzad Malik has been successfully running foam and energy business since last 4 years. He has

specialty in setting up and managing wind energy projects. He is also associated with the Master Group

as a director and major stakeholder in the following companies comprising the Master Group:


1. Foton Master Motors (Pvt) Ltd, 2. Master Power (Pvt) Ltd 3. Master Green Energy Ltd, 4. Fuso Master Motors (Pvt) Ltd, 5. Master Solar Energy Ltd, 6. International Interior (Pvt) Ltd, 7. Mascon (Pvt) Ltd, 8. Affinity Capital (Pvt) Ltd, 9. N M Holding (Pvt) Ltd, 10. Foton Pakistan (Pvt) Ltd, 11. Master Hydro (Pvt) Ltd, 12. Aqua Hydro (Pvt) Ltd, 13. Master Motors Ltd, 14. Master Motor Company (Pvt) Ltd, 15. Master Wind Energy Ltd, 16. Sleep Research Foundation, 17. Jamshed Wind Energy (Pvt) Ltd. 18. Dura Industries (Pvt) Ltd. 19. Procon Engineering (Pvt) Ltd 20. Master Offisys (Pvt) Ltd

21. Master Synthetics (Pvt) Ltd 22. Master Motor Corporation (Pvt) Ltd


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6.4.5 Mr. Aamir Fayyaz Sheikh - Director

Mr. Aamir Fayyaz has done his Bachelors from University of Texas, Arlington, U.S.A. in 1980. He has over

31 years of experience at capacity of Director in renowned organizations like Q Mart Corporation (Private)

Limited , Security General Insurance Company Limited, Maple Leaf Cement Factory Ltd, Samin Textile

limited and Kohinoor Textile Mills Ltd. He had also worked as Chairman in different organizations. He is

currently Director in the following listed companies:


1. Master Wind Energy Limited

2. Kohinoor Mills Limited

3. Punjab Social Security (Chairman)

4. All Pakistan Textile Mills Association of Pakistan (Chairman)

6.4.6 Mr. Shahab A Khawaja - Director

Mr. Shahab a Khawaja has served the public sector for almost 36 years as a career civil servant of District

Management Group. He retired in July 2010. During his long career in civil service,he held many key

positions such as Federal Secretary for Privatization, Federal Secretary for Industries and Production, CEO

SMEDA, Additional Secretary Ministry of Population Welfare, Joint Secretary Economic Affairs Division etc.

During this tenure, a number of Sector specific initiatives were launched to raise the technology levels of

selected sectors. Also a Strategic Industrial Development Road Map was developed. PIDC, Engineering

Development Board etc. were revamped during this time. A SMEs Development Policy was also developed

and launched after approval by the Federal Cabinet in 2007. He has served on the Boards of:


1. Master Wind Energy Limited 2. JS Bank 3. Chairman Board of Directors Pakistan Reinsurance Company Limited, Government of Pakistan

6.4.7 Mr. Khalid Saeed

Mr. Khalid Saeed holds Masters degree, he has over 46 years of professional experience in various

government organisations. He has been employed with Government of Pakistan from 1972 to 2012 and

served in various capacities including District Administration; Secretary in Housing, food, transport and

Cooperative Departments; Federal Secretary in the Commerce, IT and Telecommunication, and Economic

Affairs Divisions. He has served as Chairman of the Board of National Electric Power Regulatory Authority

(NEPRA) from 2008 to 2012. He is currently engaged as an Advisor to the Head of Energy Research Center

for COMSATS Institute of Information Technology.




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6.4.8 Mr. Rumman Arshad Dar – Chief Executive Officer

Mr. Rumman A. Dar has over 16 years of experience in Corporate Finance, Financial Advisory and

Investment Banking, with particular expertise in Structured Project Finance, Debt Advisory, Contract

Negotiation and Project Development & Implementation. He is an MBA in Finance from Bahria University

and has Cleared Level I & II, Chartered Financial Analyst Program (CFA Institute, USA). Prior to joining

Master Group, he was a Partner at Bridge Factor (boutique financial advisory firm) where he oversaw the

firm’s power sector clients. In this role, his responsibilities included arrangement of financing and overall

project development & implementation (tariffing, concession agreement finalization, EPC and O&M

contract finalization, etc.). He has been involved in the wind industry of Pakistan since its inception, and

contributed to the successful financial close and implementation of numerous wind power projects,

including FFC Energy Ltd., Foundation Wind Energy, Sapphire Wind Power Company Ltd., Gul Ahmed Wind

Power Ltd. and Master Wind Energy Ltd. Before Bridge Factor, Mr. Dar worked as Director in the following

organisations:



6.5 PROFILES OF KEY MANAGEMENT

6.5.1 Mr. Syed Shahzad Ali – Senior Electrical Engineer

Syed Shahzad Ali has over 10 years of experience in the field of Electrical Engineering. He has been a

part of several reputable organisations, with varied responsibilities including project management,

engineering, technical support and maintenance. He has done Bachelors in Technology (Electrical) from

Mehran University of Engineering and Technology and D.A.E. (R, TV and Electronics) from Sindh Board

of Technical Education, Karachi. Prior to joining Master Wind Energy Ltd., Mr. Ali worked as Project

Manager and Electrical Engineer at Al Ajjaj Ltd. Co., a leading electro-mechanical engineering company

based in Qatar, where he successfully managed the electrical engineering of the firms numerous

development projects, including power generation and transmission. He has also been associated with

Areva T&D (Pvt.) Ltd. formerly ALSTOM as a Senior Engineer. Currently, he is supervising the on-site

electrical works of the Master Wind Energy Limited and works closely with the EPC contractor’s electrical

team to ensure smooth development activities.

6.5.2 Mr. Amir Mushtaq Butt – Chief Financial Officer/Company Secretary

Amir Mushtaq Butt is a Fellow Chartered Accountant, he has over 33 years of experience in the field of

accounting and finance. He has been part of various reputable organizations, where he was responsible

for varied duties including financial modeling, strategic analysis, developing financial and tax strategies

and recommendations to strategic thinking and direction, supervision of accounts department,

management information system, corporate department, and internal audit department, cash flow

management and projections, supervision of management information system, project financing,

restructuring of loans, revaluation of the fixed assets, achievement of ISO 9000 certification and


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computerization of accounts, , coordination with income tax advisor, external auditor legal advisor, funds

management for operations, supervision of due diligence carried out by reputable consultant and

preparation and implementation of internal control system.

Professional Experience

1. Director Finance, Master Group of Industries Nov 2013 – Present

2. Chief Financial Officer, Master Group of Industries Jul 2005– Oct 2013

3. Chief Financial Officer, Elahi Group Lahore May 2003 – Jun 2005

4. Chief Financial Officer, Hamid Textile Mills Ltd Lahore Jul 1996 – Apr 2003

5. Manager Finance, Raja Weaving Mills Ltd Lahore May 1993 – Jun 1996

6. Unit Accountant , Gulistan Group of Companies June 1990 – Jan 1993

7. Chief Accountant, Sethi Group of Industries Aug 1989 – Feb 1990

6.6 NUMBER OF DIRECTORS Pursuant to Section 154 of the Companies Act, 2017 a listed Company shall not have less than seven (7) directors. At present, the Board consists of 8 directors, including the Chief Executive Officer.

6.7 QUALIFICATION OF DIRECTORS No person shall be appointed as a Director of the Company who is ineligible to be appointed as Director on any one or more of the grounds enumerated in Section 153 of the Companies Act or any other law for the time being in force.

6.8 REMUNERATION OF THE DIRECTORS As per the Article 62 the remuneration of the directors shall from time to time be determined by the Board of Directors of the Company.

6.9 BENEFITS TO PROMOTERS AND OFFICERS No benefit has been given or is intended to be given by the Company to the promoters and officers of the Company other than remuneration for services rendered by them as full time executives of the Company.

6.10 INTEREST OF DIRECTORS The directors may deemed to be interested to the extent of fees payable to them for attending the Board meetings. The directors performing whole time services in the Company may also be deemed interested in the remuneration payable to them by the Company. The nominee directors have interest in the Company to the extent of representing the sponsors in the capital of the Company.

Following directors are holding ordinary shares of the Company:

Name of Shareholder Designation Numbers of Shares held Value of Shares held

Mr. Nadeem Malik Director 78,718,500 787,185,000

Mr. Naveed Malik Director 20,241,900 202,419,000

Mr. Najeeb Malik Director 20,241,900 202,419,000


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Mr. Shahzad Malik Director 3,373,600 33,736,000

Mr. Aamir Fayyaz Sheikh DIrector 01 10

Mr. Shahab A. Khawaja Director 01 10

Mr. Khalid Saeed Director 01 10

6.11 ELECTION OF DIRECTORS The directors of the Company are elected for a term of three years in accordance with the procedure laid down in section 159 of the Companies Act and Articles 80 to 85.

The directors shall comply with the provisions of Sections 154 to 159 and Sections 161 and 167 relating to the election of directors and matters ancillary thereto.

Subject to the provisions of the Companies Act, the Company may from time to time increase or decrease the number of directors.

Any casual vacancy occurring on the Board of Directors may be filled up by the directors, but the person so appointed shall be subject to retirement at the same time as if he / she had become a director on the day on which the director in whose place he / she is chosen was last elected as director.

The Company may remove a director in accordance with the provisions of the Companies Act.

The current Board of Directors were appointed on October 31st, 2015 and the next election is tentatively scheduled for November 2018.

The Company, has undertaken that the composition of Board of Directors of the Company will be brought in line with Listed Companies (Code of Corporate Governance) Regulation, 2017 by November 2018.

6.12 VOTING RIGHTS According to the Articles 54 to 60, any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote except for election of directors in which case provision of Section 159 shall apply, on a poll every member shall have voting rights as laid down in Section 134 of the Act.

Members may exercise voting rights at general meetings through electronic means if the Company receives the requisite demand for poll in accordance with the applicable laws.

Every member present in person shall have one vote and upon a poll every member present in person or by proxy shall have one vote in respect of each share held by him.

6.13 INTERNAL AUDIT The Board of Directors has set up an effective internal audit function managed by suitable qualified and experienced personnel who are conversant with the policies and procedures of the Company and are involved in the internal audit function on a full time basis.

The audit committee comprises of the following members:

1. Mr. Aamir Fayyaz Sheikh (Chairman)

2. Mr. Naveed Malik

3. Mr. Nadeem Malik


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6.14 HUMAN RESOURCE AND REMUNERATION COMMITTEE The Board of Directors has set up an effective Human Resources function managed by suitable and qualified personnel who are conversant with the policies & procedures of the Company and are involved in Human Resources function on a full time basis.

The human resource and remuneration committee comprises of the following members:

1. Mr. Aamir Fayyaz Sheikh (Chairman)

2. Mr. Naveed Malik

3. Mr. Nadeem Malik

6.15 BORROWING POWERS OF DIRECTORS As per the Articles 72 to 84, the directors may from time to time, at their discretion raise or borrow or secure payment of any sum or sums of money for the purposes of the Company, from any banks and may themselves lend any such sum or sums to the Company on securities or otherwise.

In regard to the Offer of securities the directors may exercise all or any of the powers of the Company arising under Sections 66 of the Companies Act and in particular the directors may Offer any security as defined in Section 2(1) (61) of the Companies Act or may Offer any instrument or certificate representing redeemable capital as defined in section 2(1) (55) of the Companies Act.

Debentures, debenture stocks, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be Offered. Any debentures, debenture stock bond and other securities may be issued by a special resolution shares at discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meeting of the Company, appointment of directors and otherwise.

Any debentures, debenture-stock, bonds or other securities may be Offered at a discount, premium or otherwise, and with any provisions as to redemption, surrender, drawings and conversion into ordinary shares, provided that the Company shall not Offer any debenture of whatever nature carrying voting right at any meeting of the Company, except the debentures convertible into ordinary shares which may carry voting rights not in excess of the voting right attached to the ordinary shares of equal paid up value. Offer of debentures by the Company shall be subject to the provisions of Section 63 to 66, 122 and 123 of the Companies Act.

6.16 POWERS OF DIRECTORS The control of the Company shall be vested in the directors and the business of the Company shall be managed by the directors who may exercise all such powers of the Company and do all such acts and things as may be exercised or done by the Company as by the Act or by articles of the Company or by a special resolution expressly directed or required to be exercised or done by the Company.

6.17 CORPORATE GOVERNANCE

Corporate Governance of the public listed companies and companies applying to get listed shall be as per the requirements of the Code of Corporate Governance Regulations, 2017 (the “CCG”). In order to comply with the CCG the board shall be as follows:

1. There should be at least 7 directors in the Board

2. Board shall include executive, non-executive, and independent directors

3. Minimum 2 or one-third of directors of the board whichever is higher shall be independent directors

4. Executive directors, including CEO shall not be more than one-third of the board

5. There shall be at least one female member in the Board of Directors by December 31, 2018 or when the

Board is next reconstituted whichever is later.


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6. Chairman should be selected from non-executive directors

7. Chairman and CEO shall not be the same person except where provided for under any other law.

In order to be eligible for Directorship:

1. An individual shall not be a director of more than 5 listed companies simultaneously, provided that while

calculating this limit, the directorship in the listed subsidiaries of a listed holding company shall be excluded.

2. The said limit on directorship shall be effective when the board shall be reconstituted not later than expiry

of its current term or one year of the effective date of these Regulations, i.e. by December 31, 2018.

3. Directors shall have certification under any Director’s Training Program that meet the criteria specified by

SECP.

4. Individuals with 14 years of education and 15 years of experience of directorship in a listed company is

exempted from Director’s Training Program

Committees of the Board

1. The board shall have following committees to perform their respective functions:

a) Audit Committee (Mandatory)

b) Human Resource and Remuneration Committee (Mandatory)

c) Nomination Committee (Optional)

d) Risk Management Committee (Optional)

2. Audit Committee (Mandatory):

a) at least 3 members comprising of non-executive directors, and at least 1 independent director

b) Chairman shall be an independent director and not the Chairman of the board

c) At least 1 member should have relevant financial skills and experience

3. Human Resource and Remuneration Committee (Mandatory):

a) At least 3 members comprising a majority of non-executive directors, including preferably an

independent director

b) CEO can be included but not as Chairman and not participate in matters related to her/his

performance and compensation

4. Nomination Committee (Optional):

a) The committee is responsible for considering and making recommendations to the Board in

respect of appointments to the Board, the Board committees and the chairmanship of the Board

committees.

b) It is also responsible for keeping the structure, size and composition of the Board under regular

review and for making recommendations to the Board with regard to any changes necessary

5. Risk Management Committee (Optional):

a) may be constituted by the board of directors to carry out review of effectiveness of risk

management procedures,

b) To monitor and review all material controls and

c) Implement risk mitigation measures

Furthermore, the Company will also ensure that:

1. Board of Directors of the Company will be brought in line with Listed Companies (Code of Corporate

Governance) Regulation, 2017 by November 2018

2. by June 30th, 2019, at least half of the directors on it board;

3. by June 30th, 2020 MWEL at least 75% of the directors on its board; and


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4. by June 30th, 2021 all the directors on its board have acquired the prescribed certification under any director training program offered by institutions, local or foreign, that meet the criteria specified by the Commission and approved by it

6.18 INVESTMENT IN SUBSIDIARIES

The Company has no subsidiary companies, and no such resolution has been passed by the Board.

6.19 INVESTMENT IN ASSOCIATED COMPANIES No investment is made by Master Wind Energy in Associated companies, and no such resolution has been passed by

the Board.

6.20 REVALUATION OF FIXED ASSETS No revaluation of the fixed assets has been carried out. Company’s operating property plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

6.21 CAPITALIZATION OF RESERVES Master Wind Energy Limited has not capitalized any reserves since its incorporation.


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7 MISCELLANEOUS INFORMATION

7.1 REGISTERED OFFICE / HEAD OFFICE

Registered Office

Master House 54 Darul Aman Co-Operative Housing Society, Shahrah-e-Faisal Karachi Phone: +92 21 111-666-555 Fax: +92 21 3454 1974 Website: www.masterwind.com.pk Email: [email protected]

Head Office 82 C-1, Gulberg III Lahore Phone: +92 42 3575 2683 Fax: +92 42 3575 2685 Website: www.masterwind.com.pk Email: [email protected]

7.2 PLANT ADDRESS

Master Wind Power Plant

Jhimpir, District Thatta,

Sindh

7.3 BANKER TO THE OFFER FOR BOOK BUILDING Meezan Bank Limited

7.4 BANKERS TO THE OFFER FOR GENERAL PORTION

1. Allied Bank Limited 2. Bank Al Habib Limited 3. Bank Alfalah Limited 4. Faysal Bank Limited 5. Habib Bank Limited 6. JS Bank Limited 7. MCB Bank Limited 8. Meezan Bank Limited 9. Summit Bank Limited 10. United Bank Limited

7.5 BID COLLECTION CENTERS






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Karachi

Contact Officer: Usman Saeed Waqar Ali

Direct No.: +92 21 - 3564 3413 +92 21 - 3564 3413

PABX No.: +92 21 - 111 354 947 - 3147 +92 21 - 111 354 947 - 3160

Fax No.: 021 - 3569 4696 +92 21 - 3569 4696


Postal Address: Elixir Securities Pakistan (Private) Limited, 8th Floor, Dawood Center, M.T. Khan Road, Karachi, Pakistan

Elixir Securities Pakistan (Private) Limited, Room # 714, New Building, Pakistan Stock Exchange, Stock Exchange Road, Karachi, Pakistan

Lahore

Contact Officer: Tahir Maqbool Imtiaz Ahmed Bhatti

Direct No.: +92 42-3577 2643 +92 42-3587 8238

Fax No.: +92 42-3587 8237 +92 42-3587 8237


Postal Address: Ground Floor, Rehman Business Centre, 32-B-111, Gulberg 111, Lahore, Pakistan

Ground Floor, Rehman Business Centre, 32-B-111, Gulberg 111, Lahore, Pakistan

Islamabad Peshawar

Contact Officer: Asim Ghafoor Qureshi Haroon Khan

Mobile No.: +92 300-856 1461 +92 346 820 0697

Direct: +92 51-289 4581 +92 91 921 3470

Fax No: +92 51-289 4587 +92 91 921 3474


Postal Address: Office No. 507, 5th Floor, ISE Tower, Blue Area, Islamabad, Pakistan

Meezan Bank Saddar Road Branch,6-Saddar Road, Peshawar Cantt

Quetta Azad Kashmir

Contact Officer: Abdul Khaliq Kakar Asif Bashir

Mobile No.: +92 310-5000-111 +92 304-092 3354

Direct: +92 81-282 9755 +92 5822 920 461

Fax No: +92 81-282 9587 +92 5822 920 462


Postal Address: Meezan Bank M.A Jinnah Road Branch, Manaan Chowk, M.A Jinnah Road, Quetta

Meezan Bank Muzafarabad Branch, Sathra Road, Old Secreteriat, Muzafarabad, Azad Kashmir

Azad Kashmir

Contact Officer: Amir Sultan

Mobile No.: +92 346 533 3475

Direct: +92 5811 458 037

FAX No: +92 5811 458 041

Email: [email protected]

Postal Address: Meezan Bank Gilgit Baltistan Branch, NLI Market, Gilgit Baltistan

7.6 BANKERS AND FINANCIAL INSTITUTIONS TO THE COMPANY 1. Meezan Bank Limited 2. Bank Al-Habib Limited 3. The Bank of Punjab 4. Habib Metropolitan Bank Limited 5. Overseas Private Investment Corporation



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7.7 AUDITORS OF THE COMPANY A.F. FERGUSON & Co. (a member firm of PricewaterHouseCoopers)

7.8 LEGAL ADVISOR OF THE COMPANY Ch. Ejaz Ahmed

7.9 CONSULTANT TO THE OFFER Arif Habib Limited Arif Habib Center 23, MT Khan Road, Karachi Tel: 021-3246 5891 Fax: 021-3242 9653 Email: [email protected] Website: www.arifhabibltd.com

7.10 BOOK RUNNER Elixir Securities Pakistan (Private) Limited Corporate Head Office 8th Floor, The Dawood Center, MT Khan Road Tel: 021-111-354-947 Fax: 021-35694696 Email: [email protected] Website: www.elixirsec.com

7.11 COMPUTER BALLOTER & SHARES REGISTRAR Central Depository Company of Pakistan Limited CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi – 74400 Tel: 021-111-111-500 Fax: 021-34326031 Email: [email protected] Website: http://cdcpakistan.com/

7.12 MATERIAL CONTRACTS

7.12.1 Details of Short-Term Financing Facilities

Bank Facility Limit (PKR millions)

Mark-up Commission

Date Sanctioned

Expiry / Review Date

N/A N/A N/A N/A N/A N/A

7.12.2 Details of Long-Term Financing Facilities

Bank Facility Limit (millions)

Mark-up Commission

Date Sanctioned

Expiry / Review Date






http://cdcpakistan.com/


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Meezan Bank, Bank Al-Habib Limited, The Bank of Punjab and Habib Metropolitan Bank Limited

Syndicated Musharika Facility (for Project Financing)

PKR 5,456 3 Month KIBOR + 3.00%

February 20, 2015

August 15, 2026

Overseas Private Investment Corporation

Long Finance Facility (for Project Financing

US $ 49.6 3 Month LIBOR +4% (all-in rate)

March 9, 2015 August 15, 2026

7.12.3 Details of Project Related Agreements

Title of Agreement Party to the Agreement Date Particular

Implemenation Agreement

AEDB/Government of Pakistan

January 2015 The Company entered into the Implementation Agreement with AEDB on behalf of Government of Pakistan which guarantees payments to the company if defaulted by the power purchaser

Energy Purchase Agreement

National Transmission and Dispatch Company Limited

January 2015 The Company executed Energy Purchase Agreement with National Transmission and Dispatch Company Limited for a period of 20 years. This agreement sets forth the contractual terms of the sale and purchase of electricity between the two parties

EPC Contract PowerChina Huadong Engineering Corporation Limited

February 2015 The Company enetered into Engineering, Procurement and Construction (EPC) contract with PowerChina Huadong Engineering Corporation Limited and Zhejiang Huadong Engineering Science and Technology Development Company Limited for setting up of wind power plant.

Warranty Period Operation & Maintenance (O&M) Agreement (02 years)

Zhejiang Huadong Engineering Science and Technology Development Company Limited

February 2015 The Company entered into Warranty Period Operation & Maintenance (O&M) Agreement with Zhejiang Huadong Engineering Science and Technology Development


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Company Limited for a period of 2 years for Operations and Maintenance of Plant

Operations & Maintenance (O&M) Agreement (08 years)

General Electric International Incorporation

February 2015 The Company entered into Operation & Maintenance (O&M) Agreement with General Electric Internation Incorporation for a period of 8 years (after completion of warranty period of 2 years) for operations and maintenance of the plant

7.13 INSPECTION OF DOCUMENTS AND CONTRACTS Copies of the Memorandum and Articles of Association, the audited financial statements, the auditor’s certificates, information memorandum and copies of the agreements referred to in this Offer for Sale Document may be inspected during usual business hours on any working day at the registered office of the Company from the date of publication of this Offer for Sale Document until the closing of the subscription list.

7.14 LEGAL PROCEEDINGS There are currently no pending legal proceedings against the Company.

7.15 MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this Prospectus and with every Offer of the Prospectus except the one that is released in newspapers as advertisement.

7.16 FINANCIAL YEAR OF THE COMPANY The financial year of the Company commences on July 1 and ends of June 30.


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8 APPLICATION AND ALLOTMENT INSTRUCTIONS

8.1 ELIGIBLE INVESTORS INCLUDE: 1. Pakistani citizens resident in or outside Pakistan or Persons holding dual nationalities including a Pakistani

nationality;

2. Foreign Nationals whether living in or outside Pakistan

3. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent permitted by their constitutive documents and existing regulations, as the case may be);

4. Mutual Funds, Provident / Pension / Gratuity Funds / Trusts, (subject to the terms of the Trust Deed and existing regulations); and

5. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

8.2 APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED APPLICATION FORM OR A

LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62 GM

8.3 COPIES OF THE PROSPECTUS Copies of this Prospectus and Applications Forms can be obtained from members of PSX, the Bankers to the Offer and their branches, the Consultant to the Offer & Book Runner and the registered office of the Company. The Prospectus and the Application Form can also be downloaded from the following websites:

http://www.arifhabibltd.com, http://www.masterwind.com.pk & http://www.elixirsec.com

The applicants opting for scrip-less form of shares are required to complete the relevant sections of the application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the applicant’s own CDC account. In case of discrepancy between the information provided in the application and the information already held by CDS, the Company reserves the right to Offer shares in physical form.

8.4 NAMES(S) AND ADDRESS (ES) MUST BE WRITTEN IN FULL BLOCK LETTERS, IN ENGLISH AND

SHOULD NOT BE ABBREVIATED

8.5 ALL APPLICATIONS MUST BEAR THE NAME AND SIGNATURE CORRESPONDING WITH THE ONE

RECORDED WITH THE APPLICANT’S BANKER. IN CASE OF DIFFERENCE OF SIGNATURE WITH THE

BANK AND COMPUTERIZED NATIONAL IDENTITY CARD (CNIC) OR THE NATIONAL IDENTITY CARD

FOR OVERSEAS PAKISTANI (NICOP) OR PASSPORT, BOTH THE SIGNATURES SHOULD BE AFFIXED

ON THE APPLICATION FORM.

8.6 APPLICATIONS MADE BY INDIVIDUAL INVESTORS 1. In case of individual investors, an attested photocopy of CNIC (in case of Resident Pakistanis) / NICOP or Passport

(in case of Non-Resident Pakistanis) as the case may be, should be enclosed and the number of CNIC / NICOP / Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal / Provincial Government Gazette Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicant’s residence.

2. Original CNIC / NICOP / Passport, along with one attested photocopy, must be produced for verification to the Banker to the Offer and the applicant’s banker (if different from the Banker to the Offer) at the time of





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presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.

8.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS 1. Applications made by companies, corporate bodies, mutual funds, provident / pension / gratuity funds / trusts

and other legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or equivalent instrument / document. Where applications are made by virtue of Power of Attorney, the same should also be submitted along with the application. Any Federal / Provincial Government Gazette Officer, Councilor, Bank Manager, Oath Commissioner and Head Master of High School or bank manager in the country of applicant’s residence can attest copies of such documents.

2. Attested photocopies of the documents mentioned in 8.7 (i) must be produced for verification to the Banker to the Offer and the applicant’s banker (if different from the Banker to the Offer) at the time of presenting the application. The attested copies, will after verification, be retained by the bank branch along with the application.

8.8 ADDITIONAL INSTRUCTIONS FOR INVESTORS 1. Only one application will be accepted against each account, however, in case of joint account, one application

may be submitted in the name of each joint account holder.

2. Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant must sign the application form and submit attested copies of their CNICs / NICOP / Passport. The share certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the person named first on the application form, without interest, profit or return. Please note that joint application will be considered as a single application for the purpose of allotment of shares.

3. Subscription money must be paid by check drawn on applicant’s own bank account or pay order / bank draft payable to one of the Bankers to the Offer “Master Wind Energy Limited - General Subscription” and crossed “A/C PAYEE ONLY”.

4. For the applications made through pay order / bank draft, it would be permissible for a Banker to the Offer to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order / bank draft individually for each application.

5. The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank account at all (non-account holders) are not allowed to submit application for subscription of shares.

6. Applications are not to be made by minors and / or persons of unsound mind.

7. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the Application Form.

8. Applicants should retain the bottom portion of their Application Forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of shares for which the application has been made.

9. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action.

10. Bankers to the Offer are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the Bankers to the Offer.


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11. It would be permissible for a Banker to the Offer to refund subscription money to unsuccessful applicants having an account in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should, therefore, not fail to give their bank account numbers.

12. Submission of false and fictitious applications is prohibited and such applications’ money may be forfeited under section 87(8) of the Securities Act, 2015.

8.9 ADDITIONAL INSTRUCTIONS FOR FOREIGN / NON-RESIDENT INVESTORS 1. In case of foreign investors who are not individuals, applications must be accompanied with a letter on

applicant's letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of Memorandum of Association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicant's residence.

2. Foreign / Non- resident investors should follow payment instructions given in Section 2.2.17 of this Prospectus.

8.10 BASIS OF ALLOTMENT The basis and conditions of transfer of shares to the General Public shall be as follows:

1. The minimum value of application will be calculated as Offer Price x 500 shares. Application for amount below the minimum value shall not be entertained.

2. Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

3. Allotment / Transfer of shares to successful applicants shall be made in accordance with the allotment criteria / instructions disclosed in the Prospectus.

4. Allotment of shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and / or the instructions by the Securities & Exchange Commission of Pakistan.

5. Applications, which do not meet the above requirements, or applications which are incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in the Application Form.

6. The Company will dispatch shares to successful applicants through their Bankers to the Offer or credit the respective CDS accounts of the successful applicants (as the case maybe).

8.11 LIST OF BANKERS TO THE OFFER

Code Name of Bank

01 Allied Bank Limited

02 Bank Al Habib Limited

03 Bank Alfalah Limited

04 Faysal Bank Limited

05 Habib Bank Limited

06 JS Bank Limited

07 MCB Bank Limited

08 Meezan Bank Limited

09 Summit Bank Limited

10 United Bank Limited


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8.12 CODE OF OCCUPATION OF INVESTORS / APPLICANTS

Code Occupation

01 Business

02 Business Executive

03 Service

04 Housewife

05 Household

06 Professional

07 Student

08 Agriculturist

09 Industrialist

10 Other

8.13 NATIONALITY CODE

Code Name of Country

001 U.S.A

002 U.K

003 U.A.E

004 K.S.A

005 Oman

006 Bangladesh

007 China

008 Bahrain

009 Other

8.14 E-IPO FACILITIES In order to facilitate the investors, the Offeror has arranged provision of e-IPO facility through United Bank Limited (“UBL”), Summit Bank Limited (“SMBL”) and Bank Alfalah (BAFL) that are among the Bankers to the Offer.

The accountholders of UBL can use UBL net-banking to submit their applications online via link:


The accountholders of SMBL can use SMBL net-banking to submit their applications online via link:

https://ib.summitbank.com.pk

The accountholders of BAFL can use BAFL net-banking to submit their application online via link: https://netbanking.bankalfalah.com The accountholders of UBL, SMBL & BAFL can submit their applications through these links 24 hours a day during the subscription period which will close at 12:00 midnight on DD/MM/2018.





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9 SIGNATORIES ON BEHALF OF OFFERORS’

____________________ ____________________ Mr. Nadeem Malik Sponsor

For & on Behalf of Master Textile Mills Ltd.

CNIC #: 42301-8656497-9 Najeeb Malik CUIN #: 0026423 ____________________ ____________________ For & on Behalf of Najeeb Holdings (Private) Ltd.

For & on Behalf of N M Holding (Private) Ltd.

Najeeb Malik Shahzad Malik CUIN #: 0078024 CUIN #: 0075515 ____________________ For & on Behalf of Procon Engineering (Private) Ltd.

Nadeem Malik CUIN #: 0018460

WITNESSES

____________________ ____________________ Name: Khalid Usman Name: Muhammad Aqib Aslam Manager Finance Accounts Officer

Date


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10 SIGNATORIES TO THE PROSPECTUS

-sd- -sd- ____________________ ____________________ Naveed Malik Chairman/Non-Executive Director

Nadeem Malik Non-Executive Director

-sd- -sd- ____________________ ____________________ Najeeb Malik Shahzad Malik Non-Executive Director Executive Director -sd- -sd- ____________________ ____________________ Rumman Arshad Dar Aamir Fayyaz Sheikh Chief Executive Officer/ Execctive Director Independent Director -sd- -sd- ____________________ ____________________ Shahab A. Khawaja Independent Director

Khalid Saeed Independent Director

Signed by the above in presence of witnesses:

Witness 1: Witness 2:

-sd- -sd- ____________________ ____________________ Name: Khalid Usman Name: Ahmad Ilyas CNIC: 35201-3503398-3 CNIC: 35202-5112724-9

Date


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11 MEMORANDUM OF ASSOCIATION


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12 REGISTRATION AND BIDDING FORMS


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13 APPLICATION FORM

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