The Securities and Exchange Commission of Pakistan (SECP) has approved Faysal Bank Limited’s plan to issue up to 107,000,000 ordinary shares through a method other than a rights offer. The approval allows the bank to issue shares against the conversion of Sukuk Certificates worth Rs7,000,000,000. According to the company’s filing with the Pakistan Stock Exchange (PSX), the approval follows a special resolution passed by shareholders during the Annual General Meeting held on March 26, 2026.
However, the shares will not be issued immediately. They will only be issued to Sukuk holders if the State Bank of Pakistan (SBP) declares a Point of Non-Viability (PONV) trigger event.
The SECP also attached several conditions to its approval. First, all Sukuk features must remain in line with the terms and conditions already shared with shareholders and the Commission.
In addition, the new shares will carry the same rights as the bank’s existing ordinary shares. They will rank pari-passu in all respects. The bank must also issue the shares only in book-entry form. Moreover, the relevant lock-in rules will apply wherever required under applicable regulations.
The regulator also directed the bank to avoid any action that conflicts with applicable laws. If any dispute arises over the Sukuk terms or their conversion, the bank must follow the law and the disclosures already made to shareholders and the Commission.
Furthermore, the SECP asked Faysal Bank to submit an undertaking within seven days of the approval letter. The bank must confirm that it will always maintain enough authorized capital. This capital must cover the maximum number of shares that may be issued if the PONV event occurs.
The bank must also confirm that its memorandum and articles of association do not restrict the issuance of these shares.
If any covenant, regulatory approval, material information, or trigger event changes in the future, the bank must immediately inform the SECP. It must also provide the relevant approval or direction from the SBP along with all required details.
After issuing the shares, Faysal Bank must notify the Commission within seven days. The bank must provide the total number of shares issued, the list of Sukuk holders who received shares, each holder’s share allocation, the conversion price with its calculation, and the updated paid-up capital after the issuance.
The SECP clarified that its approval is based on the information and documents submitted by the bank, along with applicable laws and regulations. Therefore, the Commission will not accept responsibility for any express or implied agreement between the bank and Sukuk holders.
Finally, the regulator said that if the share issuance triggers any provisions related to the substantial acquisition of voting shares or takeover regulations, both Faysal Bank and the acquiring party must fully comply with all applicable legal and regulatory requirements.
