KARACHI: Shell Pakistan Ltd (SPL) said on Monday it has received a public announcement of intention from UK-based Prax Overseas Holdings Ltd to buy its 77.42 per cent shares, which are currently held by the oil firm’s foreign sponsor.

The potential acquirer is a British investment firm with its entire shareholding resting with fuel supplier State Oil Ltd.

The energy conglomerate owns companies in up-, mid- and downstream segments. Its brand name is Harvest Energy in the downstream segment, which is the part of the local value chain that SPL operates in.

Earlier in June, SPL told investors that its foreign sponsor planned to divest its entire 77.42pc stake in the oil marketing company (OMC) as part of “simplifying” its global portfolio.

Shell Petroleum Company Ltd, which is a subsidiary of Shell plc, is currently the single largest shareholder in the Pakistani firm. The general public owns 15.2pc shares while the rest is controlled by public-sector companies, banks and mutual funds etc.

Takeover regulations require that any share purchase agreement with a majority shareholder must follow a public offer in order to help small investors take advantage of the deal.

Therefore, the second leg of the acquisition will consist of a public offer for half of the remaining shareholding in SPL that’s currently held by minority investors. As such, the potential acquirer will make a public offer for 11.29pc shareholding in the target company at an equal or higher share price than the one quoted to the foreign sponsor for its majority stake.

At the going market rate of Rs161.27 a share, the value of the foreign sponsor’s entire shareholding in the OMC is around Rs26.7 billion. The sale of the sponsor’s shareholding in SPL will include its downstream business as well as a 26pc stake in Pak-Arab Pipeline Company Ltd.

In July, Pakistan Refinery Ltd and Air Link Communication Ltd also expressed their interest in jointly buying majority shares of SPL. More recently, Bloomberg News reported that the world’s largest oil company Saudi Aramco is exploring the possibility of making a bid for SPL.

SPL posted a net profit of Rs3.5bn for the January-June period, down 52.8pc from a year ago. It attributed the shrinking bottom line to “significant external disruptions, including an unprecedented devaluation of the rupee, rising inflation and prevailing macroeconomic uncertainty”.

Published in Dawn, October 17th, 2023