Court approves restructuring: Bank Makramah discloses sole sponsor’s proposal

KARACHI: Bank Makramah Limited (BML) has notified the Pakistan Stock Exchange of a significant development following the recent court-sanctioned restructuring of the institution. In a disclosure submitted under Section 96 of the Securities Act and PSX Rule Book, the bank reported receiving a proposal from its sole sponsor shareholder, Nasser Abdulla Hussain Lootah.

The disclosure comes days after the Islamabad High Court approved the bank’s “Scheme of Arrangement,” a restructuring plan that merges Global Haly Development Limited (GHDL) into BML and undertakes a reduction of the bank’s share capital. With the court’s approval, the bank said it now meets the State Bank of Pakistan’s minimum capital requirement, marking a key milestone in its broader efforts to strengthen its capital base and maintain compliance with the country’s capital adequacy framework.

Under the scheme, BML will issue and allot fully paid ordinary shares to GHDL shareholders while simultaneously cancelling capital that is not supported by available assets. As of the effective date, the bank’s issued and paid-up capital will stand at Rs.10 billion, divided into one billion ordinary shares of Rs.10 each.

Following implementation of the scheme, the sponsor currently holds 86.1 percent of BML’s shares. In his communication to the board, Lootah noted that the swap ratio used in the restructuring had been determined more than a year earlier, based on a share value of Rs.2.14. With the bank’s share price having risen significantly since then, he proposed that BML evaluate a mechanism to adjust the number of shares issued to him under the scheme. He suggested recalculating the allocation on the basis of a higher value of Rs.6.25 per share, a change that would reduce his holding to roughly 75.8 percent.

The sponsor argued that such an adjustment would serve the broader interests of the bank and its minority shareholders.

BML’s Board of Directors said it will review the legal, accounting and regulatory implications of the proposal before determining a course of action. The bank informed the Exchange that it will provide further updates once the evaluation has been completed.

Copyright Business Recorder, 2025