Byco Petroleum to convert loans into equity

Posted on June 22, 2011. Filed under: Corporate, Pakistan |

KARACHI, June 21: Byco Petroleum Pakistan Limited (BPPL)–the stock market listed company– announced on Tuesday the intention of the board of directors to re-organise loans and capital structure of the company.

The essence of it all appears to be to pass on the Byco loans to another associated company and in turn issue that company the majority equity in Byco. After all is down; Byco Oil Company Limited (BOPL) would go on to hold 851 million shares in Byco, representing 87 per cent of the listed company’s shareholding.

Byco would thus be able to kick off the huge loans and mark-up that spoils its balance sheet. The company announcement on Tuesday unveiled salient features of the intended clean-up of financial statements. It said that Byco Oil Company Limited (BOPL) — an unlisted public company, incorporated in Pakistan and wholly owned subsidiary of Byco Industries Limited (BII) would become the major shareholder of Byco, instead of BII, which is incorporated under the laws of Mauritius and which currently owns approximately 67.52 per cent shares of Byco.

Secondly, various intercompany loans given to Byco would be converted into equity of the company. The process would be achieved through the following steps: One that the various associated company loans (local and foreign) availed by Byco would be converted such that BOPL replaces Byco as borrower; secondly, in consideration for the novation (meaning: substitution of new contract in place of old one) of loans, BOPL (as lender) and Byco (as borrower) would, on a back to back basis, enter into a corresponding rupee loan agreement in terms of which Byco would owe BOPL such rupee equivalent amounts which prior to the novation of loans were owned by Byco to its inter company lender, and finally, the payment obligations under the BOPL-Byco loan agreement and another rupee loan agreement of a similar nature already entered into by BOPL and Byco, would be satisfied by Byco through conversion of loan (including accrued mark-up thereon) into equity by issuing 586 million new shares without a rights offering to BOPL.

The novation of the aforesaid associated company loans and the issue of ordinary shares at par value of Rs10, by Byco without a rights issue pursuant to the first proviso to Sub-section 1 of Section 86 of the Companies Ordinance, 1984, have been approved by Byco’s Board of Directors and shareholders at their meetings on December 7 and 31, 2010, respectively.

The announcement by the listed company Byco said that upon completion of the three steps notified above, BOPL would go on to hold 851 million shares of Byco translating into 87 per cent shares of the listed company.

“Byco has already sought consent of its board of directors, shareholders, SBP, CCP and SECP for the proposed novation and conversion of loans into equity”, the company concluded.


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