The Sindh High Court has ruled that Greentree Holdings Limited and the manager of the public offer for TRG Pakistan can extend the acceptance period of its buyback offer until April 15, 2025. However, the court’s interim stay order will take effect once this extended period ends.
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Previously, the court had issued a stay order halting the proposed takeover of TRG Pakistan by Greentree Holdings, a subsidiary of TRG International. The stay order was issued due to legal and procedural concerns, requiring both the offer manager and TRG Pakistan to maintain the status quo after the acceptance period closes.
Legal Dispute Over the Buyback Offer: The legal battle revolves around two key arguments. On one side, TRG’s management is pushing to complete the buyback by challenging the stay order. On the other, contesting shareholders argue that the legality of the buyback under Section 86(2) of the Companies Act 2017 must be addressed before the offer proceeds.
TRG’s management believes that extending the acceptance period will prevent discouraging shareholders. The buyback offer price is set at PKR 75 per share, while the market price stood at PKR 65.14 as of yesterday, making it an attractive opportunity for short-term investors. However, if the legal dispute drags on, these investors may face losses due to delays or risk the entire deal collapsing if regulators intervene.
By extending the deadline, TRG aims to retain investor interest and cushion potential losses arising from the uncertainty surrounding the case. The outcome of this dispute is expected to serve as a significant case study in corporate law.
Court Hearing Set for April 7, 2025: The case is scheduled for April 7, 2025, when further arguments will be heard. Until then, no major corporate actions—such as share transfers, asset sales, or governance changes—can take place. Similarly, Greentree cannot finalize its acquisition beyond the existing terms, and TRG Pakistan cannot take any steps that might alter shareholder rights before the next court hearing.
