ISLAMABAD & KARACHI : The row among the indirect shareholders of K-Electric Limited through KES Power appears to be intensifying as Shaikh Abdul Aziz Hamad Aljomaih, Managing Director, International Investments at Aljomaih Co. has raised serious concerns over disclosures made by K-Electric to Pakistan Stock Exchange (PSX) on 8th July 2024.
These disclosures range from distribution of Infrastructure and Growth Fund (IGCF), to indirect interest payable by KE to SAGE Ventures with Sage now holding 46.11% shares of the entity, to K-Power Holding Limited (KPH) giving Sage 11.62% indirect interest within KE.
In a letter to PSX, Aljomaih said that the July 8, 2024 disclosure is ‘incomplete’ and ‘misleading’ which says that Infrastructure and Growth Fund (IGCF) had purportedly divested its indirect interest in KE to the limited partners of the private equity fund, including substantially to an entity controlled by Shaheryar Chishty – Sage Venture Group Limited.
He added that Shaheryar Chishty had previously publicly, and incorrectly, stated that he has “bought” KE which was not true. He noted that IGCF was not permitted by law to distribute the shares in kind to the limited partners in the fund and has seen no assertion that Sage holds 46.11% of K-Power Holding Limited (KPH).
The detailed letter addressed to the Company Secretary, K-Electric, which was subsequently disclosed to the Pakistan Stock Exchange and The Securities & Exchange Commission of Pakistan, Aljomaih mentioned that Chishty obtained control of the General Partner in IGCF in 2022 and in this regard, an International Tribunal, the London Court of International Arbitration, found at a final hearing that there are real concerns that:
“Since the takeover [of the IGCF], the [IGCF] may have been administered for the benefit of Sage/Mr. Chishty rather than for the benefit of the Limited Partners as a whole” and that “the [IGCF] is essentially being administered for the benefit of Sage/Mr. Chishty,” he added.
He further alleged that Chishty, via Sage, is in breach of Section 114 of the Securities Act 2015 (SA) in Pakistan which provides: Any person intending to acquire control or voting shares of the target company which may attract the provisions of Section 111, shall make a public announcement of its intention to acquire in such manner as may be prescribed.
He also alleged that Chishty is in breach of Section 111 that provides: No person shall, directly or indirectly, (c) acquire control of a listed company adding that unless such person makes a public offer to acquire voting shares of the listed company with its Part.
Under the breach of Section 111 and 114, Shaheryar Chishty never made a public offer. In the light of this information, Hamad Aljomaih urged the Securities and Exchange Commission of Pakistan to exercise its authority under the Act, 2015, to ensure compliance and uphold the integrity of the securities market.
The SIFC is striving to acquire investments from KSA; however, sources who requested anonymity confirmed that resolving K-Electric issues to the satisfaction of Aljomaih Holding, a major Middle East conglomerate, is currently being cited as one of the major prerequisites for it. Thanks B.R
