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    TPL TRAKKER LIMITED (Formerly “TPL VEHICLE TRACKING (PVT.) LTD.”) PROSPECTUS

    Incorporated in Karachi on December 27, 2016 | Incorporation number: 0104503 | Registered office: 12th Floor, Centrepoint, Off Shaheed-e-Millat Expressway, Adjacent KPT Interchange, Karachi | Website: https://tpltrakker.com/ | Contact Number: +92 21 111 000 300 | Contact person: Mr. Danish Qazi; E-mail:

    [email protected] | Contact person: Mr. Sarwar Ali Khan; E-mail: [email protected] For the Issue of 58,300,000 Ordinary Shares (representing 32.62% of the total post-IPO paid up capital of TPL Trakker Limited) of face value of PKR 10/- each to the General Public with a Green Shoe Option of up to an additional 57,419,500 Ordinary Shares at an Issue Price of PKR 12.00/- per share (including premium of PKR

    2.00/- per share). (Justification of premium is given under “Valuation Section” in section 4A)

    The Issue is being made through the Fixed Price process at an Issue Price of PKR 12.00/- per share (including a premium of PKR 2.00/- per share)

    As per the PO Regulations and PSX’s Listing of Companies and Securities Regulations, the Draft Prospectus was placed on PSX’s website for seeking public comments starting from February 04, 2020 to February 14, 2020. No comments were received.

    DATE OF PUBLIC SUBSCRIPTION: From July 22, 2020 to July 23, 2020 (both days inclusive) From: 9:00 am to 5:00 pm

    CORPORATE ADVISOR CONSULTANT TO THE ISSUE

    BANKERS TO THE ISSUE:

    Habib Bank Limited Meezan Bank Limited Habib Metropolitan Bank Limited

    MCB Bank Limited Bank Al-Habib Limited Allied Bank Limited

    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 1 Link’s member banks available for CES, list of which is available on CDC’s above mentioned web link.

    For making application though CES, investors must be registered with CES. Registration with CES is one time, free of cost and a self-registration process by filling the CES registration form, which is available 24/7 all around the year at CDC’s above mentioned web link.

    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.

    In addition to the above, CDC has also introduced a new facility in CES through which sub-account holder(s) will request their respective TREC Holders who are Participants in Central Depository System (CDS) to make electronic subscription on their behalf for subscription of securities of a specific company by authorizing (adding the details of) their respective Participant(s) in CES. Consequently, authorized Participants will electronically subscribe on behalf of their sub-account holder(s) in securities offered through Initial Public Offerings (IPOs) and will also be able to make payment against such electronic subscriptions through all the available channels mentioned on CES only after receiving the subscription amount from the sub-account holder(s). To enable this feature, the CDS Participant may request CDC to activate his ID on the CES portal. The securities will be credited directly in Investors’ sub-account. In case the sub-account of the investor has been blocked or closed, after the subscription, then securities shall be parked into the CDC’s IPO Facilitation Account and investor can contact CDC for credit of shares in its respective account

    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 through 1 Link for payment of the subscription money. For further details on CES, please refer section 12.9.2 of this Prospectus or contact Mr. Farooq Ahmed Butt at Phone 021-34326030 and email: [email protected]

    PUBLIC ISSUE UNDERWRITTEN BY

    Arif Habib Limited Habib Bank Limited Bank Al Habib Limited

    AKD Securities Limited Intermarket Securities Limited Next Capital Limited

    Topline Securities Limited

    Date of Publication of this Prospectus: July 13, 2020 Prospectus and Subscription Forms can be downloaded from the following websites: https://tpltrakker.com/, http://www.arifhabibltd.com & www.cdceipo.com

    For further queries you may contact

    TPL Trakker Limited: Mr. Malik Sheheryar; Phone: +92 21 37130 227; E-mail: [email protected] and Mr. Danish Qazi; Phone: +92 21 37130227 E-mail:

    [email protected]

    Arif Habib Limited: Mr. Syed Ali Ahmed; Phone: +92 21 3246 5891; E-mail: [email protected] and Mr. Faaiz Ahmed Siddiqui; Phone: +92 21 3243 3542; Email:

    [email protected]

    Habib Bank Limited: Mr. Muhammad Fakhar; Phone: +92 21 3311 6541; E-mail: [email protected]

    The Issue is proposed to be listed at the Pakistan Stock Exchange (“PSX”)

    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 SECTION 5 BEFORE MAKING ANY INVESTMENT DECISION.

    SUBMISSION OF FALSE AND FICTITOUS APPLICATIONS IS PROHIBITED AND SUCH APPLICATIONS’ MONEY MAY BE FORFEITED UNDER SECTION 87(8) OF THE SECURITIES

    ACT, 2015. Investment in equity securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their

    investment. Investors are advised to read the risk factors carefully before taking an investment decision, investors must rely on the examination of the issuer and the offer including the risks involved as disclosed in section 5 of this prospectus

    This is a loss-making company. The risks associated with loss making companies are comparatively much higher than profitable companies. The prospective investor

    should, therefore, be aware of the risk of investing in such companies and should make the decision to invest only after careful due diligence. It is advisable to consult any independent investment advisor before making any investment

    https://tpltrakker.com/ mailto:[email protected] mailto:[email protected] http://www.cdceipo.com/ http://www.cdcpakistan.com/ mailto:[email protected] mailto:[email protected] http://www.arifhabibltd.com/ http://www.cdceipo.com/ mailto:[email protected] mailto:[email protected] mailto:[email protected]

  • Prospectus | TPL Trakker Limited

    1

    RISK DISCLOSURES

    1. Audited accounts for the year ended June 30, 2019 incorporated in the prospectus are older than eight months. Post-merger reviewed accounts for the half year ended December 31, 2019 have been included in the prospectus

    2. Post-merger reviewed accounts for the half year ended December 31, 2019 depict loss per share indicating TPL Trakker Limited is a loss-making entity and therefore investors need to be aware of risks associated with loss making entity and take investment decision after careful due diligence

    3. Considering the expectation of CO-Vid 19 to persist till the rest of FY 20, TPL Trakker may experience reduced overall revenue

    4. Revenue stream of the Company is technology driven. In the world of rapid change/upgrade in technology,

    obsolescence of technology is a risk that might impact future revenue 5. One of the revenue streams in the expansion plan proposed by TPL Trakker Limited is dependent upon demand

    for location sensitive business models and the manufacturing sector. If demand is not adequately generated in these two sectors, it may adversely impact growth planned for the revenue

    6. The Company bills its customers on a trip wise basis, whereas it has to invest in high-tech satellite tracking

    equipment upfront coupled with high cash conversion cycle of 237 days that may lead to liquidity issues for the Company

  • Prospectus | TPL Trakker Limited

    2

    UNDERTAKING BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

    [.]

    WE, SARWAR ALI KHAN, THE CHIEF EXECUTIVE OFFICER AND MALIK SHEHERYAR, THE CHIEF FINANCIAL OFFICER OF TPL TRAKKER LIMITED CERTIFY THAT:

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

    2. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS TRUE AND CORRECT TO THE BEST OF THEIR 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