Bank Makramah approves sponsor shareholding reduction scheme

Bank Makramah Limited (BML) approved the proposed adjustment to the sponsor’s shares and the draft Scheme of Arrangement, under which the sponsor’s shareholding will be reduced, and the excess shares will be transferred and distributed free of cost among the remaining shareholders.

The scheme is subject to approval by the Islamabad High Court, disclosed BML in a notice to the Pakistan Stock Exchange (PSX) today.

“With regard to the sponsor’s proposal for adjusting the number of shares held by him in the bank (his total shareholding in BML is now 861,163,883 fully paid-up ordinary shares, comprising 86.1% of BML’s total paid up capital), pursuant to the restructuring scheme, such that they were issued to him at value of Rs6.25 per share of BML, instead of Rs2.14 which was the issue price approved in the restructuring scheme,” the notice said.

The notice added that, as per the sponsor, the adjustment of shareholding to 75.8% would be beneficial for BML and its shareholders.

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Moreover, the board approved a proposal regarding the bank’s outstanding Term Finance Certificates (TFCs), which have remained unpaid since October 2018 due to financial, regulatory, and broader economic challenges.

Under this proposal, BML would seek the approval of TFC holders to convert the total outstanding redemption amount—comprising Rs1,495,515,000 as principal and Rs1,854,511,777.28 as accrued profit up to December 31, 2025—into fully paid ordinary shares of the Bank.

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These shares would be issued for Rs6.25 per share (subject to an adjustment for a 94.734080314649% share reduction) and allocated to TFC holders in proportion to their holdings. If approved, this conversion will increase the bank’s share capital by Rs3,350,026,777.