ISLAMABAD, April 9, 2025: The Securities and Exchange Commission of Pakistan (SECP) in collaboration with Pakistan Stock Exchange (PSX) is seeking comments from stakeholders in relation to regulatory framework for listing of companies through sanction of scheme of arrangements.
There has been a recent trend of unlisted companies attaining listing status by entering into a scheme of arrangement with a listed company. By virtue of executing such scheme, unlisted companies attain listing status without complying with the public offering regime and the PSX listing requirements.
SECP and PSX are proposing amendments to the PSX regulations to provide a framework and listing procedures for such listing avenue. The proposed amendments aim to ensure greater transparency, enhanced disclosures and efficient price discovery mechanism so existing and potential investors can have access to adequate information for better informed decision making.
The draft regulatory regime envisages that an unlisted company can only attain the privilege of listing through scheme of arrangement involving demerger of “Operating Business Segment” of a listed company into an unlisted company.
The amendments provide classification criteria for operating business segment according to which (i) the operating business segment must be a business unit of a listed company that earns revenue and incurs expenses; (ii) it must be profitable in the last financial year; and (iii) revenue or assets of the operating business segment must account for 10% or more of total revenue or assets of the listed company.
The amendments provide complete procedures for such listings, including the requirement of obtaining prior “No Objection Certificate” from PSX before entering into scheme of arrangement; and compliance with other requirements such as clean track record of sponsors and directors; minimum free float and key disclosures. The draft regulatory framework also empowers PSX to reject the listing application if the unlisted company fails to comply with the listing requirements.
PSX has issued a notice on its website soliciting feedback on the draft amendments, which can be accessed at https://www.psx.com.pk/psx/files/?file=250859-1.pdf
