Regulator Approves Share Issuance Plan
The Securities and Exchange Commission of Pakistan has approved Faysal Bank Limited’s plan to issue up to 107 million ordinary shares.
The shares will be issued against the conversion of Sukuk Certificates worth Rs7 billion. The issuance will be made by way of other than right offer.
According to the company’s filing on the Pakistan Stock Exchange, the approval follows a special resolution passed by the bank’s shareholders. The resolution was approved during the Annual General Meeting held on March 26, 2026.
The SECP approval was granted after reviewing the information and documents submitted by Faysal Bank. The regulator has also attached several conditions to the approval.
The shares will only be issued to Sukuk holders if a point of non-viability trigger event occurs. Such an event will be declared by the State Bank of Pakistan.
Shares to Rank Equally With Existing Stock
The SECP said all features linked to the Sukuk will be governed by the terms, conditions, and predefined events already disclosed to shareholders and the Commission.
The new shares, whenever issued, will rank equally with the existing ordinary shares of Faysal Bank. They will carry the same rights in all respects.
The shares must be issued only in book-entry form. Any applicable lock-in clause will also be followed under relevant regulations.
The SECP further directed that in case of any conflict regarding the terms of the Sukuk or its conversion, the bank must not take any decision against applicable laws or previous disclosures made to shareholders and the Commission.
Faysal Bank has also been asked to submit an undertaking within seven days of the SECP letter.
Bank Must Maintain Capital Cushion
Under the undertaking, Faysal Bank must confirm that it will always maintain enough room in its authorised capital. This cushion must be at least equal to the maximum number of shares that may be issued if the trigger event occurs.
The bank must also confirm that nothing in applicable laws, its memorandum, or articles of association restricts the issuance of these shares.
Any change in covenants, regulatory approvals, material information, or trigger events linked to the Sukuk conversion must be reported to the SECP immediately. Such communication must also include approval or direction from the State Bank of Pakistan where required.
After issuing shares, Faysal Bank must inform the SECP within seven days. It must provide the number of shares issued, the list of Sukuk holders, their holdings, the number of shares issued to each holder, the conversion price, calculations, and total paid-up capital after the issuance.
The SECP clarified that its approval is based on the documents and information submitted by the bank. The Commission said it bears no responsibility for any expressed or implied agreements between Faysal Bank and Sukuk holders.
The bank and any acquirer must also comply with takeover regulations if the share issuance triggers rules related to substantial acquisition of voting shares.
