Toyota Motor to buy 5.89m IMC shares

KARACHI - Toyota Motor Corporation has announced the purchase of 5.895 million shares of Indus Motor Company in Pakistan. In a detailed notice issued to Karachi Stock Exchange on Wednesday, Toyota Motor Corporation said that the company and its affiliate Toyota Tsusino Corporation, currently own 9,825,000 and 9,825,000 ordinary shares respectively of Indus Motor Company Limited, which constitute 25pc issued and paid-up capital of Indus Motor Company Ltd. Toyota Motor said it was increasing its shareholding in IMC and has entered into an agreement in April 2008 with Overseas Pakistan Investors. AG (the "Seller"), for the acquisition of a total of 3,930,000 ordinary shares of IMC (constituting 5% of the issued and paid up share capital of IMC) held by the Seller at a purchase price of Rs.370 per share. By making this Public Offer the Acquirer intends to acquire up to 5,895,000 ordinary shares of Rs.10 each of IMC( representing 7.5 percent of the total issued and paid up share capital of IMC) at a purchase price of Rs.370 per share ("offer price"). The offer price is the same as the purchase price per share paid to the seller. Public shareholders will be allocated shares through the Public Offer. The Seller, however, has agreed to make up any shortfall between the 5,895,000 ordinary shares desired to be acquired by the Acquirer through the Public Offer and those actually tendered in the Public Offer. If the number of shares tendered in acceptance of the Public Offer exceeds 5,895,000 shares, then the Acquirer will in consultation with the manager to the public offer, accept the offers on a proportional basis provided that the minimum number of shares acquired from a single shareholder shall be a market lot (500 shares) or, if the holding of a shareholder is less than a marketable lot, the entire holding of that shareholder. In accordance with the provisions of the Ordinance, the Acquirer, is making this public offer to all the shareholders of IMC, other than TTC, the seller, and the companies and individuals who are members of the House of Habib, which includes the seller (collectively "HoH"), to acquire up to 5,895,000 shares of IMC al the offer price  and free from all liens, charges and encumbrances and with the benefit of any dividends and all other benefits, including but not limited to any bonus shares or rights shares that may be declared, paid, issued or granted by IMC after the date of this public announcement. The acquirer has confirmed that firm financial arrangements have been made to ensure that funds are made available with the manager to this public offer for fulfillment of the acquirer's obligations under this public offer. The acquirer will seek to increase IMC's board of directors from its present 7 members to 9. the acquirer shall not take management control of IMC. This will effectively remain with HoH after close of this public offer. It is envisaged that board membership will be split 5:4 between HoH and the acquirer/TTC collectively.

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