KARACHI: After a gap of eight months, WorldCall Telecom Limited (WTL) disclosed to the Pakistan Stock Exchange (PSX) that ARY Group is set to acquire a majority share in the company and that this process will take another 90 days to be completed.
In a notice at the PSX website, AKD Securities – which is also the lead manager of acquisition – said that “as part of the acquisition process, the Acquirer through Manager (AKD Securities) to the Offer has requested an extension of 90 days for making the Public Announcement of Offer pursuant to the provision to Regulation 7(1) of Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017.”
In this regard, the notice further said, “we would like to inform you that Securities & Exchange Commission of Pakistan (SECP) has granted an extension of 90 days till May 05, 2021, for making Public Announcement of Offer.”
AKD Securities through a notice on August 07, 2020 had said that it was appointed as Manager by the ARY Group to acquire more than 51% (fifty-one percent) of the issued and paid-up share capital and control in WTL.
ARY Group may acquire 100% stake: sources
However, the sources claimed that ARY Group is going to acquire 100% shares of WTL. The Group had already acquired above 51% share of the company in January 2020 without any intimation to the PSX or the investors, while the remaining shares would be acquired through AKD deal, they claimed
Earlier, the WorldCall Telecom had denied the rumours through a letter to the stock market in which it had claimed that there is no deal between the WTL and ARY Group and said it will inform about this deal to PSX and SECP if we signed. Despite objections raised by the Pakistan Broadcaster Association (PBA) on January 21, 2020, SECP and the PSX remained silent on the matter, while investors lost millions of rupee during speculation in WTL stock.
The share price of WorldCall Telecom has jumped to Rs 1.64 today from Rs 0.64 eight months ago, while 84,284 million shares of WTL were traded at PSX today
Conflict of Interest
At that time PBA had raised questions with the SECP and PEMRA that ARY Communications Limited cannot sign this deal as it will create a conflict of interest with other media groups.
“The proposed acquisition of WorldCall Telecom by the ARY Group is completely illegal,” said the PBA letter, “it will create a conflict of interest and a monopoly because the ARY Group which is a media broadcaster will own, control and operate distribution services by acquiring WorldCall Telecom which is strictly prohibited under, Inter-Alia, Rule 13(3) and 13(4) of the Pakistan Electronic Media Regulatory authority Rules 2009, Regulation 5(6) and 11 of the Pakistan Electronic Media Regulatory Authority (Television Broadcast Station Operations) Regulations 2012, regulations 5(5) of the Pakistan Electronic Media Regulatory Authority (distribution Services Operations) Regulation, 2011 and Section 23 of the Pakistan electronic Media Regulatory Ordinance, 2002.”
It further added, “The Supreme Court of Pakistan, in the judgement dated July 8, 2018 passed in Civil Appeals No 700 to 703 of 2017, has held that broadcasters being allowed to hold distribution licenses would be detrimental to the public interest and that such prohibition was not a violation of article 18 of the Constitutions, 1973.”
“The acquisition of shares in WorldCall Telecom Limited by the ARY Group is also a violation of the Securities Act 2015, and the listed companies (Substantial Acquisition of voting shares and takeovers Regulations 2017,” the PBA letter said.
At that time, the PBA had requested the PEMRA, SECP to take immediate action to stop and nullify the acquisition of more than 51% shares in WorldCall Telecom by the ARY Group without any delay.
PSX has not placed this letter (Material Information) on its website for their investors nor did the SECP and PEMRA reply over it at that time.