Bank Makramah Limited (PSX: BML) has formally filed a Scheme of Arrangement for the reorganization of its share capital before the Islamabad High Court, marking a significant corporate restructuring move within Pakistan’s banking sector. The development follows board approval and builds upon a prior disclosure issued on January 26, 2026. According to the bank’s statement, the proposed scheme has been initiated by the sponsor and is structured to enhance the position of minority shareholders. The filing before the Islamabad High Court represents a key procedural step, as the reorganization remains subject to judicial sanction, shareholder approval, and clearance from all relevant regulatory authorities before it can take effect.
Under the revised mechanism outlined in the scheme, a defined portion of the sponsor’s existing shareholding will be cancelled. In exchange, an equivalent number of new shares will be issued by the bank to the remaining shareholders at no cost. This structure effectively redistributes ownership percentages without requiring minority investors to inject additional capital.
At present, the sponsor holds 861,163,882 shares, accounting for 86.12 percent of the bank’s total issued share capital. Upon implementation of the scheme, the sponsor’s stake will decline by 10.32 percentage points, bringing its holding down to 75.8 percent. The adjustment will proportionally raise the ownership percentages of existing minority shareholders.
The bank has clarified that eligibility to receive the newly issued shares will be restricted to shareholders whose names appear on the Register of Members as of the book closure date. This date will be determined only after the scheme receives sanction from the Islamabad High Court. The process ensures that the redistribution is conducted in accordance with corporate governance and regulatory protocols.
From a capital structure perspective, the move represents a strategic recalibration rather than a fresh capital raise. The cancellation and reissuance framework preserves the overall share count while altering distribution across investor categories. For minority shareholders, the outcome translates into a higher proportional stake in the institution without any financial outlay.
Corporate restructuring through court-sanctioned schemes is a recognized mechanism within Pakistan’s regulatory framework, particularly for listed entities seeking to realign ownership structures or optimize governance models. The involvement of the Islamabad High Court underscores the legal oversight embedded in such transactions, ensuring protection of shareholder rights and compliance with statutory requirements.
For investors and market participants, the development signals a potential shift in governance dynamics within Bank Makramah Limited. A reduced sponsor concentration could gradually influence voting patterns, board representation considerations, and broader stakeholder engagement, depending on future corporate actions and shareholder participation levels.
The scheme’s progression will now hinge on judicial review, shareholder endorsement, and regulatory consent. Only after these stages are completed will the reorganization become effective and the adjusted shareholding structure formally reflected in the bank’s capital table. As Pakistan’s banking sector continues to evolve under tightening governance standards and enhanced disclosure norms, capital restructuring initiatives such as this highlight the growing emphasis on minority shareholder inclusion and structured corporate recalibration within listed financial institutions.
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