Bank Makramah Limited (BML) has taken a significant step forward in its restructuring journey following court approval, revealing a proposal from its sole sponsor, Nasser Abdulla Hussain Lootah, to adjust his shareholding in the bank. The development was formally disclosed to the Pakistan Stock Exchange under Section 96 of the Securities Act and PSX Rule Book, signaling transparency to investors and stakeholders.
The disclosure follows the Islamabad High Court’s recent sanctioning of BML’s “Scheme of Arrangement,” a comprehensive restructuring plan that merges Global Haly Development Limited (GHDL) into BML and undertakes a reduction of the bank’s share capital. The court’s approval enables the bank to meet the State Bank of Pakistan’s minimum capital requirements, a key milestone in enhancing BML’s capital base and ensuring compliance with regulatory capital adequacy frameworks.
Under the approved scheme, BML will issue and allot fully paid ordinary shares to GHDL shareholders while simultaneously cancelling capital not backed by available assets. Upon the effective date, the bank’s issued and paid-up capital will total Rs.10 billion, represented by one billion ordinary shares of Rs.10 each. This restructuring is intended to streamline the bank’s capital structure, enhance its financial stability, and align its operations with regulatory expectations.
Following the implementation of the scheme, the sponsor currently holds 86.1 percent of BML’s shares. In his communication to the board, Lootah highlighted that the swap ratio applied in the restructuring had been determined over a year ago at a share value of Rs.2.14. With BML’s share price having appreciated significantly since that determination, he proposed recalculating the allocation based on a revised value of Rs.6.25 per share. This adjustment would reduce his stake to approximately 75.8 percent, ensuring a more equitable distribution of shares and benefiting minority shareholders.
Lootah emphasized that the proposed adjustment aligns with the broader interests of the bank, aiming to balance sponsor influence with shareholder fairness. The initiative reflects an acknowledgment of the bank’s evolving market value and demonstrates proactive engagement with minority shareholders’ rights.
BML’s Board of Directors confirmed that it will conduct a thorough review of the legal, accounting, and regulatory implications of the sponsor’s proposal before deciding on the next steps. The bank assured the Pakistan Stock Exchange and investors that updates will be provided once the evaluation process is complete, maintaining a commitment to transparency and compliance.
The restructuring and potential share adjustment mark a critical phase for Bank Makramah as it navigates regulatory expectations, shareholder interests, and capital adequacy obligations. Successful implementation is expected to fortify the bank’s financial foundation and position it for sustainable growth in Pakistan’s competitive banking sector.
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