Stylers International : Right issue Final Offer Letter

ADVICE FOR INVESTORS

INVESTMENT IN EQUITY SECURITIES AND EQUITY RELATED SECURITIES INVOLVES A CERTAIN DEGREE OF RISKS. THE INVESTORS ARE REQUIRED TO READ THE RIGHTS SHARE OFFER DOCUMENT (HEREIN REFERRED TO AS 'OFFER DOCUMENT')AND RISK FACTORS CAREFULLY, ASSESS THEIR OWN FINANCIAL CONDITIONS AND RISK-TAKING ABILITY BEFORE MAKING THEIR INVESTMENT DECISIONS IN THIS OFFERING.

RIGHT ENTITLEMENT LETTER IS TRADABLE ON PSX, RISKS AND REWARDS ARISING OUT OF IT SHALL BE SOLE LIABILITY OFTHE

INVESTORS.

THIS DOCUMENT IS ISSUED FOR THE PURPOSE OF PROVIDING INFORMATION TO SHAREHOLDERS OF THE COMPANY AND TO THE PUBLIC IN GENERAL IN RELATION TO THE RIGHTS ISSUE OF PKR 2,329,005,356/- CONSISTING OF (53,540,353) NEW ORDINARY SHARES OF PKR 43.50/- EACH BY STYLERS INTERNATIONAL LIMITED. A COPY OF THIS DOCUMENT HAS BEEN REGISTERED WITH THE SECURITIES EXCHANGE. THIS OFFER DOCUMENT IS VALID TILL OCTOBER 8, 2024 (60 days from the last day of payment of subscription amount)

Stylers International Limited

Right Share - Offer Document

Registered Office: 20-KM Ferozepur Road Glaxo Town Lahore - 74000, Pakistan, Contact Details: UAN Phone

• 92 042 35274471-3, Email: [e-mail], Website: www.stylersintl.com, Contact Person: Tariq Majeed - Company Secretary, Date of Incorporation: 27th November 1991, Place of Incorporation Lahore, Company Registration No.: 0025799, Share Registrar: F.D. Registrar Services (SMC-Pvt.)Limited, Address: Suit 1705 - A. 17th Floor, Saima Trade Tower, I.I. Chundrigar Road, Karachi - 74400, Tel: [phone]. Fax: [phone] Email: [e-mail], website: www.fdregistrar.com

Circular under Section 83(3) of the Companies Act, 2017 and Schedule 1 under the Companies (Further Issue of Shares) Regulations, 2020 for issue of 53,540,353 (Fifty Three Million Five Hundred and Forty Thousand Three Hundred and Fifty Three) ordinary shares by way of Rights (i.e. 12.30% of the existing paid-up capital of Stylers International Limited) at an offer price of PKR 43.50/- per share (i.e. including a premium of PKR 33.50/- per share) for an aggregate issue size of PKR 2,329,005,356/- (Pak Rupees Two Billion Three Hundred and Twenty-Nine Million Five Thousand Three Hundred and Fifty-Six) at a ratio of 12.30 rights shares for every 100 shares held.

Date of placing offer document on PSX for Public	Not opted for Public comments
Comments
Date of Final Offer Letter	June 14, 2024
Date of Book Closure	From June 28, 2024 to July 5, 2024
Dates for Payment of Subscription Amounts	From July 11, 2024 to August 9, 2024
Trading Dates for Letter of Rights	From July 11, 2024 to August 2, 2024
Website address to download Offer Document	www.stylersintl.com

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

Details of Relevant Contact Person

Description	Name of	Designation	Contact	Office Address	Email ID
	person		Number
Authorized Officer	Mr. Tariq	Company	+92 333	20-KM Ferozepur	tariq.majeed@styler
of the Issuer	Majeed	Secretary	4225449	Road Glaxo Town	sintl.com
				Lahore - 74000

Underwriters:

Underwriter	Name of	Designation	Contact	Office Address	Email ID
	person		Number
Meezan Bank	Mr. Ovais	Assistant	+92 021	2nd Floor, C-25,	[e-mail]
Limited	Siddiqi	Vice	38103500	Estate Avenue,
		President -	Ext: 3008	SITE,
		Financial
		Advisory &
		Structured
		finance
Topline	Mr.	Head	+92 21	8th Floor,	[e-mail]
Securities	Nadeem	Corporate	35303330	Horizon Tower,
Limited		Finance and		Plot # 2/6 Block-
		Advisory		3, Clifton, Karachi

Bankers to the Issue:

Bankers	Name of	Designation	Contact	Office Address	Email ID
	person		Number
Meezan	Shah	Vice	0333-	Utility Building	Ammar.farooqi@meezanbank.
Bank	Muhammad	President/Deputy	2315178	3rd Floor	com
Limited	Ammar	Manager Capital		Meezan House C-
	Farooqi	Market		25 Estate Avenue
				Karachi

This Offer Document can be downloaded from

https://www.stylersintl.com/?page_id=3890andhttps://www.psx.com.pk

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

ISSUER UNDERTAKING:

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

UNDERTAKING BY BOARD OF DIRECTORS:

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

1. DISCLAIMER:

In line with the Companies Act, 2017 and Companies (Further Issue of Shares) Regulations, 2020, this document does not require approval of the Securities Exchange and the Securities and Exchange Commission of Pakistan (SECP).

The Securities Exchange and the SECP disclaim:

1. Any liability whatsoever for any loss however arising from or in reliance upon this document to anyone, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this document.
2. Any responsibility for the financial soundness of the Company and any of its schemes/projects stated herein or for the correctness of any of the statements made or opinions expressed with regards to them by the Company in this Offer document.
3. Any responsibility with respect to the quality of the issue.

It is clarified that information in this Offer document should not be construed as advice on any particular matter by the SECP and the Securities Exchange and must not be treated as a substitute for specific advice.

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

GLOSSARY OF TERMS & DEFINITIONS

BoD	Board of Directors
Company or Issuer	Stylers International Limited
Companies Act	Companies Act, 2017
CDC	Central Depository Company of Pakistan Limited
CDS	Central Depository System
PKR or Rs	Pakistani Rupees
PSX or Securities	Pakistan Stock Exchange Limited
Exchange
SECP or Commission	Securities & Exchange Commission of Pakistan

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

DEFINITIONS

	Any bank with whom an account is opened and maintained by the Issuer for
	keeping the issue amount.
Banker to the Issue
	Meezan Bank Limited has been appointed as Bankers to the Issue, in this
	Right Issue
	The Book Closure shall commence from June 28, 2024 to July 5, 2024 (both
Book Closure Dates	days inclusive).
Issue	Issue of 53,540,353 right shares representing 12.30% of the total paid-up capital
	of the Company.
	The price at which right shares of the Company are offered to the existing
Issue Price	shareholders.
Market Price	The latest available closing price of the share.
Net Worth	Total assets minus total liabilities.
	Ordinary Shares of Stylers International Limited having face value of PKR10/-
Ordinary Shares	each.
	The Companies (Further Issue of Shares) Regulations, 2020
	https://www.secp.gov.pk/document/the-companies-further-issue-of-
Regulations	shares-regulations-2020-updated-march-4-
	2024/?wpdmdl=51188&refresh=666abc0e1d7e01718270990
Right Issue	Shares offered by a company to its members strictly in proportion to the
	shares already held in respective kinds and classes.
	A person who has contributed initial capital in the issuing company or has the
	right to appoint majority of the directors on the board of the issuing company
	directly or indirectly;
Sponsor
	A person who replaces the person referred to above; and
	A person or group of persons who has control of the issuing company whether
	directly or indirectly.

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED
Contents
1	SALIENT FEATURES OF THE RIGHT ISSUE	10
1.1.	Brief Terms of the Rights Issue:	10
1.2.	Principal Purpose of the Issue and funding arrangements:	11
1.3.	Financial Effects Arising from Right Issue:	12
1.4.	Total expenses to the issue:	13
1.5.	Details of Underwriters:	13
1.6.	Commitments from substantial shareholders/directors:	13
1.7.	Fractional Rights Shares:	14
1.8.	Important Dates:	14
2.	SUBSCRIPTION AMOUNT PAYMENT PROCEDURE:	15
3.	PROFILE OF BOARD OF DIRECTORS OF THE COMPANY AND SPONSORS	15
3.1. Profile of the Board of Directors of the Company	15
3.2 Profile of the Company	21
4.	FINANCIAL DETAILS OF THE ISSUER:	22
4.1.	Financial highlights of Issuer for last three years	22
4.2.	Financial highlights for the preceding year of consolidated financial:	22
4.3.	Detail of issue of capital in previous five years:	22
4.4.	Average market price of the share of the Issuer during the last six months:	23
4.5.	Share Capital and Related Matters	23
5.	RISK FACTORS	25
5.1 Risk Associated with the rights issue	25
5.2 Risk Associated with the issuer	25
5.3 External Risk Factors	26
6.	LEGAL PROCEEDINGS:	28
6.1. Outstanding Legal Proceedings of the Company	28
6.2. Action taken by the Securities Exchange against the issuer or associated listed companies of the
	Issuer during the last three years due to noncompliance of the its Regulations	29

6.3. Any outstanding legal proceeding other than the normal course of business involving the Issuer, its sponsors, substantial shareholders, directors and associated companies, over which the issuer

has control, that could have material impact on the issue	29
7 SIGNATORIES TO THE OFFER DOCUMENT	30

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OFFER DOCUMENT | STYLERS INTERNATIONAL LIMITED

1 SALIENT FEATURES OF THE RIGHT ISSUE

1.1. Brief Terms of the Rights Issue:

1. Description of issue
2. Size of the proposed issue

1. Face value of the share
2. Basis of determination of price of the Right Issue

e)	Proportion of new issue to existing
	issued shares with condition, if any
f)	Date of meeting of the BoD wherein the
	Right Issue was approved
g)	Names of directors attending the BoD
	meeting
h)	Brief purpose of utilization of Right Issue
	proceeds

Issuance of new ordinary shares by way of rights to existing shareholders of the Company, at PKR 43.50/- (Pak Rupees Forty-Three point Five Zero only) per share, as per their proportional entitlement.

The Company shall issue 53,540,353 ((Fifty-Three Million Five Hundred and Forty Thousand Three Hundred and Fifty-Three) ordinary shares, at a price of PKR 43.50/- (Pak Rupees Forty-Three point Five Zero only) per share, aggregating to PKR 2,329,005,356/- (Pak Rupees Two Billion Three Hundred and Twenty-Nine Million Five Thousand Three Hundred and Fifty-Six).

PKR 10/- each

The Right Issue is being carried out at a premium. Considering the current market price of the Company, the premium charged over the par value is justified and is also in line with the prevailing market practice. In fact, the Right Issue price constitutes a discount of approximately 13% to the prevailing market price (as of April 30, 2024 being the date of announcement of the Right Issue).

12.30 right shares for every 100 ordinary shares held by existing shareholders.

30 April 2024

1. Mr. Javed Arshad Bhatti - Chairman
2. Mr. Mian Muhammad Ahsan - Non- Executive Director
3. Mr. Muhammad Umer - Non- Executive Director
4. Mr. Mustanser Ahmed - Chief Executive Officer
5. Mr. Jehanzeb Khan - Independent Director

The total cost of the project is PKR 8.0 billion and is being financed by internal generation of funds and funding from an associated company (A.J Holding) and Directors. The major portion of the Right issue proceed will be utilized for re-payment of loan and partially for further financing of the project.

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