PreliOffer

OFFER FOR SALE DOCUMENT OIL AND GAS DEVELOPMENT COMPANY LIMITED
ADVICE FOR INVESTORS

MAKING CONSOLIDATED BID IS PROHIBITED AND SUCH BID SHALL BE SUBJECT TO REJECTON. A BID APPLICATION WHICH IS FULLY
OR PARTIALLY BENEFICIALLY OWNEDBY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A
CONSOLIDATED BID.
THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS OFFER FOR SALE
DOCUMENT ESPECIALLY THE RISK FACTORS GIVEN IN PARA 5.8 BEFORE MAKING ANY INVESTMENT DECISION.
SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATIONS BY SAME PERSON) IS PROHIBITED AND SUCH
APPLICATIONS MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969.
PLEASE NOTE THAT THIS IS AN OFFER FOR SALE DOCUMENT (OFSD) FOR BOOK BUILDING AND DOES NOT CONTAIN A FLOOR PRICE FOR THE
OFFER. THE FLOOR PRICE AFTER APPROVAL BY PC BOARD & CCOP WILL BE NOTIFIED THROUGH ANNOUCEMENT BY STOCK EXCHANGES
AND/OR PLACED ON THEIR WEBSITES AND ON THE WEBSITE OF KASB SECURITIES ON OCTOBER 13, 2014
THIS DOCUMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION OUTSIDE THE ISLAMIC REPUBLIC OF PAKISTAN.
PERMITTED INVESTORS OUTSIDE THE ISLAMIC REPUBLIC OF PAKISTAN MAY REFER TO THE OFFERING MEMORANDUM PUBLISHED BY THE
OFFERER ON OCTOBER 2014. THIS OFSD IS STRICTLY FOR ELIGIBLE INVESTORS AS DEFINED IN THE DEFINITION SECTION.
THE INTERNATIONAL BOOKRUNNERS HAVE NOT PARTICIPATED IN THE PREPARATION OF THIS OFFER FOR SALE DOCUMENT, NOR ARE THEY
RESPONSIBLE FOR THE CONTENTS OF THE SAME, INCLUDING ANY REPRESENTATIONS MADE HEREIN.
INVESTORS ACKNOWLEDGE THAT THEY HAVE NOT RELIED ON THE INTERNATIONAL BOOKRUNNERS OR ANY PERSON AFFILIATED WITH
THEM IN CONNECTION WITH ANY INVESTIGATION OF THE ACCURACY OF ANY INFORMATION CONTAINED IN THIS OFFER FOR SALE
DOCUMENT, OR THEIR INVESTMENT DECISION.
OIL AND GAS DEVELOPMENT COMPANY LIMITED
PRELIMINARY OFFER FOR SALE DOCUMENT
KASB BANK LIMITED & KASB SECURITIES LIMITED
The date of publication for this Offer for Sale Document is DD/MM, 2014
For further queries you may contact:
KASB Bank Limited
Mr. Ali Hussain P: +92 21 3534 9179 E: ali.h@kasb.com
Mr. Muzammil Bhatti P: +92 21 3534 9172 E: muzammil.shahid@kasb.com
Mr. Ahmad Zeeshan P: +92 21 3585 3052 E: ahmad.zeeshan@kasb.com
THE PRESENT OFFER CONSISTS OF 322,460,900 ORDINARY SHARES REPRESENTING 7.5%
OF THE PAID UP SHARE CAPITAL OF OIL AND GAS DEVELOPMENT COMPANY LIMITED
AT A FLOOR PRICE WHICH WILL BE DETERMINED BY THE PC BOARD AND CCOP AND
SHALL BE COMMUNICATED VIA THE EXCHANGES AFTER MARKET HOURS ON
OCTOBER 13, 2014
THIS IS NOT A PROSPECTUS BY OIL AND GAS DEVELOPMENT COMPANY LIMITED BUT
AN OFFER FOR SALE DOCUMENT BY THE PRIVATISATION DIVISION, MINISTRY OF
FINANCE, REVENUE, ECONOMIC AFFAIRS, STATISTICS AND PRIVATISATION, THE
GOVERNMENT OF PAKISTAN THROUGH THE PRIVATISATION COMMISSION OF
PAKISTAN, FOR OFFER FOR SALE OF SHARES OUT OF ITS SHAREHOLDING IN THE
COMPANY.
BIDDING PERIOD DATES: FROMOCTOBER 09, 2014 TO OCTOBER 15, 2014, EXCLUDING
OCTOBER 11, 2014 AND OCTOBER 12, 2014 (ON ACCOUNT OF THE WEEKEND)
(BOTH DAYS INCLUSIVE) FROM9:00 A.M. TO 7:00 P.M.
DOMESTIC LEAD MANAGER AND BOOKRUNNER
OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED
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STATEMENT ON OFFERER'S ABSOLUTE RESPONSIBILITY
The Offerer, having made all reasonable inquiries, accepts responsibility for the disclosures made in this Offer for Sale Document
and confirms that:
this Offer for Sale Document contains all information with regards to the Offeror, the Company and the Offer, which is
material in the context of the Offer and nothing has been concealed;
the information contained in the Offer for Sale Document is true and correct to the best of our knowledge and belief;
the opinions and intentions expressed herein are honestly held; and
there are no other facts and information, the omission of which makes this document as a whole or any part thereof
misleading.
-sd- -sd-
Sardar Ahmad Nawaz Sukhera Muhammad Anwar Malik
Additional Secretary (Incharge) Director General
Privatization Division Privatization Commission
Ministry of Finance, Revenue, Economic Ministry of Finance, Revenue, Economic
Affairs, Statistics and Privatization Affairs, Statistics and Privatization
Government of Pakistan Government of Pakistan
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GLOSSARY OF TECHNICAL TERMS & ABBREVIATIONS
BBL
BOEPD Barrels of oil equivalent per day
BPD Barrels Per Day
CCOP Cabinet Committee on Privatization
CDC/CDCPL The Central Depository Company of Pakistan Limited
CDS Central Depository System
CNIC Computerized National Identity Card
Commission / SECP The Securities and Exchange Commission of Pakistan.
Company / OGDCL Oil and Gas Development Company Limited.
DGPC Directorate General Petroleum Concessions
DLM Domestic Lead Manager
Exchanges Karachi Stock Exchange Limited, Lahore Stock Exchange Limited and
Islamabad Stock Exchange Limited
FDI Foreign Direct Investment
FPI Foreign Portfolio Investment
GHPL Government Holdings (Private) Limited
GoP Government of Pakistan
HNWI High Net Worth Individual
IB International Bookrunners
JLMs Joint Lead Managers
KIBOR Karachi Inter Bank Offered Rate
LPG Liquefied Petroleum Gas
MMBL Million Barrels of Oil
MMBOE Million Barrels of Oil Equivalent
MMSCF Million Standard Cubic Feet
MMSCFD Million Standard Cubic Feet per Day
MPNR Ministry of Petroleum and Natural Resources
Million tonnes per day
NGL Natural Gas Liquids
NOC No Objection Certificate
Offer Offer for Sale of Shares of the Company by the Offeror
Offeror Government of Pakistan
OFS Offer for Sale
OFSD Offer for Sale Document
Ordinance The Companies Ordinance, 1984
PC Privatization Commission of Pakistan
PKR Pakistan Rupee(s)
SCRA Special Convertible Rupee Account
TCF Trillion Cubic Feet
TOE Tonnes of Oil Equivalent
TREC Trading Right Entitlement Certificate
Trillion Standard Cubic Feet
US$ US Dollars
WHT Withholding Tax
Barrels
MTPD
TSCF
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DEFINITIONS
Application Form The form prepared by the Offeror for the purpose of making applications which will be considered
as the application for subscription of Ordinary Shares
Application Money The amount of money paid along with application for subscription of shares which is equivalent to
the product of the offer price and the number of shares applied for
Bid An indication to make an offer during the Bidding Period by a Bidder to subscribe to the Ordinary
Shares of Oil and Gas Development Company Limited at or above the Floor Price, including all the
revisions thereto
Bidder Any prospective Eligible Investor who makes a Bid pursuant to the terms of the OFSD and the Bidding
Form
Bid Amount The total amount of the Bid which is equivalent to the product of the Bid price and the number of
shares bid for plus applicable CDC transfer charges of 0.004% of the product of the Bid price and the
number of shares bid for
Bid Collection Center Pre-determined places where applications for bidding of shares are collected by the DLMs on behalf
of the Offeror and may include offices of Corporate Brokerage Houses, Scheduled Banks, Development
Financial Institutions and Investment Finance Companies, subject to appointment of these institutions
as agent by the Book Runners through an agreement in writing for the purpose, with the consent of
the Offeror. For this Offer, addresses of the Bid Collection Centers are provided in Section 2.4
Bidding Form The form prepared by the Offeror for the purpose of making Bids which will be considered as the
application for subscription of Ordinary Shares
Bidding Period The period during which Bids for shares of the Company shall be made by Eligible Investors, as
explained in Section 2.5
Book Building A mechanism of price determination through which indication of interest for subscription of shares
offered by the Offeror is collected from the Eligible Investors, as described in Section 2.2
Book Building Account Account(s) opened by the Offeror with the Collection Bank(s) as explained in Section 2.9
Company Legal Advisor Ahmed & Qazi, Advocates and Legal Consultants
Domestic Lead Manager KASB Bank Limited& KASB Securities Limited (collectively "KASB")
orDLM
e-IPO facility e-IPO facility is the facility through which investors can make application for subscription of shares
of the Company through internet. In order to facilitate the investors, the issuer has arranged provision
of this facility through UBL which is among the bankers to the Offer.
UBL's accountholders can use UBL net-banking to submit their applications online via link:
http://www.ubldirect.com/corporate/ebank
Accountholders of UBL can submit their applications through these links 24 hours a day during the
subscription period which will close at 12:00 midnight on DD MM, 2014
Eligible Investor(s) Both Institutional Investor and HNWI as defined below
Floor Price The minimum price set by the Offeror for the Offer for Sale of Shares. This will be notified through
announcement through the Exchanges and placed on their websites and on the websites of DLM
after close of Market hours on October 13, 2014 after approval from PC Board and CCOP. A Bid placed
below the Floor Price will not be entertained by the DLM
General Public All individual and institutional investors including both Pakistani (residents & non-residents) and
foreign investors
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High Net Worth Individual Individual investor who places a Bid of at least the Minimum Bid Size
(HNWI)
Institutional Investors Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan
(to the extent permitted by their constitutive documents and existing regulations, as the case may
be) who place a Bid of at least the Minimum Bid Size
Joint Lead Managers Citigroup Global Markets Limited, Merrill Lynch International, and KASB Bank Limited
or JLMs
Limit Bid A Bid for a specified number of shares at the Limit Price
Limit Price The maximum price per Share that a prospective Eligible Investor is willing to pay for a specified
number of Ordinary Shares under the Book Building process
Listing Regulations Chapter 5 of the Karachi Stock Exchange Limited Regulations ("KSE Regulations"), the Listing Regulations
of the Lahore Stock Exchange Limited and the Listing Regulations of the Islamabad Stock Exchange
Market hours The daily trading hours of the Stock Exchanges (Mon-Thurs: 09:30 AM PST to 3:30 PM PST, Friday:
09:00 AM PST to 12:30 PM PST and 02:30 PM PST to 04:30 PM PST)
Margin Money The partial or total amount, as the case may be, paid by a Bidder at the time of making a Bid
Minimum Bid Size Bid of amount not less than PKR 1,000,000/-
Ordinary Shares or Shares Ordinary Shares of OGDCL having a par value of PKR 10 each
Offer As is defined in Section 2.1
Offer for Sale Document A document containing all the information and disclosures as required under the Ordinancetogetherwith
or OFSD disclosure of the Offer Price, the date of publication of the Offer for Sale Document and the date(s)
for subscription of Ordinary Shares
Offering Memorandum A disclosure document provided to permitted investors in the International Offering containing
information about the Company, the International Offering, the terms of the securities being offered
and the risks of the investment.
PC Board PC Board shall have the meaning assigned to the Board in the Privatization Ordinance, 2000
Permitted Investors Investors outside Pakistan who are either:
1. Qualified Institutional Buyers ("QIB") in the United States, as defined in Rule 144A under
the U.S. Securities Act of 1933 (the "Securities Act"); or
2. Investors outside the United States as defined in Regulation S under the Securities Act,
Privatization Privatization shall have the meaning assigned to the same in the Privatization Ordinance, 2000
Reserves Report Reserves Report prepared by Bayphase Limited as independent petroleum engineering consultants.
In preparing the Reserves Report, Bayphase Limited have evaluated and verified the recoverable
hydrocarbon reserves attributable to the Company's evaluated properties, covering 90% of total
prospects.
Step Bid Step Bid means a series of limit bids at increasing prices, as explained in Section 2.2
Strike Price The price of share determined/discovered on the basis of Book Building process. The shares are
offered to successful bidders at this price
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1. APPROVALS AND LISTING ON THE EXCHANGES ......................................................................... 06
2. BOOKBUILDING PROCEDURE...................................................................................................... 08
3. SHARE CAPITAL AND RELATED MATTERS ................................................................................... 19
4. UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES .................................... 30
5. OVERVIEW, HISTORY AND PROSPECTS ....................................................................................... 31
6. FINANCIAL INFORMATION.......................................................................................................... 53
7. MANAGEMENT OF THE COMPANY............................................................................................. 64
8. MISCELLANEOUS INFORMATION................................................................................................ 73
9. APPLICATION AND ALLOTMENT INSTRUCTIONS ........................................................................ 77
10. SIGNATORIES TO THE OFFER FOR SALE DOCUMENT.................................................................. 80
11. MEMORANDUM OF ASSOCIATION OF THE COMPANY .............................................................. 81
TABLE OF CONTENTS
12. APPLICATION FORM FOR OGDCL.............................................................................................. 111
06
PART 1
1. APPROVALS AND LISTING ON THE EXCHANGES
1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN
Approval of the Securities & Exchange Commission of Pakistan (the "SECP" or the "Commission") as required under section
62 read with section 57 of the Companies Ordinance, 1984 (the "Ordinance") has been obtained by the Offeror for the issue,
circulation and publication of this Offer for Sale Document ("OFSD").
DISCLAIMER:
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, THE SECP DOES NOT TAKE ANY RESPONSIBILITY
FOR THE FINANCIAL SOUNDNESS OF THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE CORRECTNESS
OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED WITH REGARDS TO THEM BY THE OFFEROR IN THIS OFFER
FOR SALE DOCUMENT.
THE SECP HAS NOT EVALUATED QUALITY OF THE OFFER AND ITS APPROVAL FOR ISSUE, CIRCULATION AND PUBLICATION
OF THIS OFFER FOR SALE DOCUMENT SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE
PUBLIC/INVESTORS SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND ANALYSIS REGARDING THE QUALITY
OF THE OFFER BEFORE BIDDING / SUBSCRIBING.
1.2 CLEARANCE OF THE OFFER FOR SALE DOCUMENT BY THE EXCHANGES
The OFSD has been cleared by the Karachi Stock Exchange Limited ("KSE"), Lahore Stock Exchange Limited ("LSE") and Islamabad
Stock Exchange Limited ("ISE") (collectively referred to as the "Exchanges"), in accordance with the requirements of their
respective Listing Regulations.
DISCLAIMER:
The Exchanges have not evaluated the quality of the offer, including the justification of premium, and their clearance
of the OFSD should not be construed as any commitment of the same. The public / investors should conduct their own
independent investigation and analysis regarding the quality of the offer before subscribing.
The publication of this document does not represent solicitation by the exchanges.
The contents of this document do not constitute an invitation by the Exchanges to invest in shares or subscribe for any
securities or other financial instrument, nor should it or any part of it form the basis of, or be relied upon in any
connection with any contract or commitment whatsoever of the exchanges.
It is clarified that information in this Offer for Sale Document should not be construed as advice on any particular matter
by the Exchanges and must not be treated as a substitute for specific advice.
The Exchanges disclaim any liability whatsoever for any loss however arising from or in reliance upon this document
to any one, arising from any reason, including, but not limited to, inaccuracies, incompleteness and/or mistakes, for
decisions and/or actions taken, based on this document.
The Exchanges neither take responsibility for the correctness of contents of this document nor the ability of the Offeror
to fulfil its obligations thereunder.
Advice from a suitably qualified professional should always be sought by investors in relation to any particular investment.
1.3. FILING OF THE OFFER FOR SALE DOCUMENT AND OTHER DOCUMENTS WITH THE REGISTRAR OF COMPANIES
On behalf of the Offeror, the Company has filed with the Registrar of Companies, Companies Registration Office ("CRO"),
Karachi, as required under Sections 57(3) and (4) of the Ordinance, a copy of this OFSD signed by the authorized signatories
of the Offeror, together with the following documents attached thereto:
Letter dated 18 September 2014, from the Auditors of the Company, KPMG Taseer Hadi & Company & A.F. Fergusons &
Company, Chartered Accountants, consenting to the publication of their names in the OFSD, which contains in Part 6
certain statements and reports issued by them as experts (for which consent has not been withdrawn), as required under
Section 57(5) of the Ordinance.
07
Written confirmations of the Legal Advisor to this Offer and Bankers to this Offer, mentioned in this OFSD consenting to
act in their respective capacities, as required under Section 57(5) of the Ordinance.
Consents of the Directors, Chief Executive and the Secretary of the Company who have consented to their respective
appointments made and their having been named or described as such Directors, Chief Executive and Secretary in this
OFSD, as required under Section 57(3) of the Ordinance, read with sub-clause (1) of clause (4) of Section 1 of Part 1 of
the Second Schedule to the Ordinance.
Note: Material public information has been disclosed by the Company from time to time in its capacity as a listed company.
1.4. LISTING ON THE EXCHANGES
The Company is already listed on the Exchanges.
1.5. CERTIFICATE BY REPRESENTATIVES OF THE OFFEROR
We being the representatives of the Offeror certify that the OFSD constitutes a full, true and plain disclosure of all material
facts relating to the shares being offered through this OFSD and that nothing has been concealed.
The information provided and disclosures made in this OFSD contain no misleading material.
For and on behalf of the Offeror,
-sd- -sd-
1.6. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF OIL AND GAS DEVELOPMENT
COMPANY LIMITED
We being the Chief Executive Officer and Chief Financial Officer of the Company do hereby solemnly affirm and state that
we have reviewed the Offer for Sale Document of Oil and Gas Development Company Limited and that to the best of our
knowledge and belief, the Company related information given in the Offer for Sale Document is disclosed correctly and fairly.
For and on behalf of Oil and Gas Development Company Limited,
-sd- -sd-
Muhammad Rafi Mushtaq Ahmed
Chief Executive Officer Chief Financial Officer
08
PART 2
2. BOOK BUILDING PROCEDURE
2.1. BRIEF OFFER STRUCTURE
The Government of Pakistan (the "GoP") is offering 10% of its shareholding in OGDCL through Privatization (the "Offer"). The
Offer consists of 322,460,900 ordinary shares, each with a nominal value of PKR 10 per share (the "Ordinary Shares") of
OGDCL, in the form of Ordinary Shares and Global Depository Shares ("GDSs"). Each GDS represents ten Ordinary Shares. The
Offer represents 7.5% of the total paid up share capital of OGDCL.
The Offer comprises:
i. An offering of 311,174,800 Ordinary Shares through the Book Building process at the Floor Price, representing 96.5%
of the Offer (the "Book Building Portion"). This will be offered in the form of:
a. GDSs (the "Rule 144A GDSs") and Ordinary Shares to certain Qualified Institutional Buyers (each a "QIB") in the
United States, as defined in Rule 144A under the U.S. Securities Act of 1933 (the "Securities Act") and in reliance
on Rule 144A; and GDSs (the "Regulation S GDSs") and Ordinary Shares to certain persons in offshore transactions
outside the United States as defined in, and in reliance on Regulation S under the Securities Act, (collectively the
"International Offering"). Permitted Investors may subscribe to this portion through the Offering Memorandum.
The Offeror has been granted approval by the SECP vide its letter SMD/CO.62A/02/2014(II) dated September 26,
2014 to issue securities outside Pakistan under Section 62A of the Ordinance read with Section 20(5)(a) of the
Securities and Exchange Commission of Pakistan Act, 1997. Domestic investors i.e. Institutions and HNWIs as
defined in this OFSD are not eligible to subscribe to GDSs, and
b. Ordinary Shares to Eligible Investors, under this OFSD.
Please note that in the interest of optimizing deal value, the Offeror has not predetermined the tranche allocation between
investors subscribing under (i)(a) and (i)(b) above. As such both tranches of investors are deemed equal in the determination
of the strike price of the Book Building portion. Please refer to Section 2.17 for details.
ii. A general public offering ("Public Offer"), under this OFSD, of 11,286,100 Ordinary Shares, representing 3.5% of the
Offer, out of which a maximum of 3,224,600 Shares have been allocated to the employees of the Company and the
remaining 8,061,500 Shares will be offered to the general public. The Offer Price will be at or below the Strike Price,
as decided by the GoP.
Please note that the Offering in (i)(a) above is not being offered under this OFSD and Permitted Investors can only subscribe
via the Offering Memorandum.
2.2. BOOK BUILDING PROCEDURE
Book Building is a process whereby Eligible Investors may bid for a specific number of Shares at various prices. The Offeror
shall set a Floor Price after approval from the Privatization Commission (the "PC") Board and the Cabinet Committee on
Privatization (the "CCOP"), which will be notified through the Exchanges after market hours on October 13, 2014. It is the
lowest price an Eligible Investor can bid at. An order book of bids from investors is maintained, which is then used to determine
the Strike Price.
The Strike Price is determined through available demand at different price levels. The GoP shall decide the final offer size
which may be less than or equal to the Offer Size based on the demand received.
A Bid by a potential investor can be a "Limit Price" or a "Step Bid". The Minimum Bid Amount is PKR 1,000,000/-, while for
Step Bids, the Minimum Bid Amount for each step is PKR 250,000/-. The payment mechanism for each Bid type is explained
below:
i. Payment for Limit Bids
If investors are placing their Bids through Limit Price then they shall deposit the Margin Money based on the number of Shares
they are bidding for at their stated Bid Price.
For instance, if an investor is applying for 5 million shares at a price of PKR 250 per share, then the Bid Amount would be PKR
1,250,000,000/- plus CDC transfer charges at 0.004% (1,250,000,000 x 0.004% = PKR 50,000). The Application Money will
amount to PKR 1,250,050,000/-. In such case, (i) HNWIs shall deposit PKR 1,250,050,000/- as the Application Money which
is 100% of PKR 1,250,050,000/-; and (ii) Institutional Investors shall deposit at least PKR 312,512,500/- in the Book Building
Account as the Margin Money which is at least 25% of PKR 1,250,050,000/-.
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ii. Payment for Step Bids
If Eligible Investors are placing a Step Bid, which is a series of Limit Bids at increasing prices, then they shall deposit the Margin
Money based on the total number of shares they are bidding for at their stated bid prices.
For instance, if the investor bids for 0.5 million shares at PKR 250 per share, 0.4 million shares at PKR 255 per share and 0.3
million shares at PKR 260 per share, then in essence the investor has placed one "Step Bid" comprising three limit bids at
increasing prices. The Bid Amount would be PKR 305,000,000/- plus CDC transfer charges of 0.004% (305,000,000*0.004% =
PKR 12,200/-). The Application Money will amount to PKR 305,012,200/-. In such case, (i) HNWIs shall deposit PKR 305,012,200/-
as the Application Money which is 100% of PKR 305,012,200/-; and (ii) Institutional Investors shall deposit at least PKR
76,253,050/- in the Book Building Account as the Margin Money which is at least 25% of PKR 305,012,200/-.
A single Eligible Investor shall not place more than one Bid; however, Eligible Investors can revise their Bid in the time
period specified in Section 2.12 below.
The Eligible Investors shall not place consolidated Bids. A bid application which is fully or partially beneficially owned by
persons other than the one named therein is to be considered as consolidated Bids.
At the close of the Book Building process, the Strike Price will be determined by the Offeror, after approval of PC Board &
CCOP on the basis of Bids received.
Successful Bidders shall be intimated, within two(2) working days of the closing of the Bidding Period, the Strike Price and
the number of Shares allocated to each of them.
The successful Bidders shall be issued shares in the form of book-entry securities to be credited in their respective CDS
accounts. All the Eligible Investors shall, therefore, duly provide their CDS account numbers in the Bidding Form.
2.3. INTERNATIONAL BOOKRUNNERS AND DOMESTIC LEAD MANAGERS
The book will be run by Merrill Lynch International ("BAML") and Citigroup Global Markets Limited ("Citi") (collectively the
"International Book Runners"or "IB"). The book will combine Bids received from Eligible Investors under this OFSD and from
investors under the International Offering.
As Domestic Lead Managers ("DLM"), KASB Bank Limited and KASB Securities Limited (together"KASB") will accept bids from
Eligible Investors and forward the same to the IB.
2.4. ROLE AND FUNCTIONS OF DOMESTIC LEAD MANAGERS
The DLM shall:
Conduct awareness campaigns through presentations, meetings, road shows,etc.;
Ensure that all disclosures, unless exempted, as required under the Ordinance and the Listing Regulations of the Exchanges
have been made in the OFSD;
Ensure that necessary infrastructure is available to collect Bids in a fair and efficient manner;
Publish an advertisement, approved by the Commission, in at least one Urdu and one English daily Newspaper having
wide circulation in the federal and all provincial capitals, to invite Eligible Investors to participate in the Bidding
process;
Ensure that the OFSD, after approval of the Commission, be uploaded on the DLM, Company's, and PC's websites;
Collect Bidding Forms and Margin Money from Eligible Investors in the manner as specified in the OFSD;
Collect an amount of 100% of the Application Money as Margin Money in respect of Bids placed by HNWIs;
Collect an amount of not less than 25% of the Application Money as Margin Money in respect of Bids placed by
Institutional Investors;
Put serial number, date and time on each Bid at the time of collection from the Bidders;
Vet the Bidding Forms;
Forward the Bids received to be placed in the order book;
Maintain record of the Bids received for subscription of the Shares;
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Ensure that each Bidding Form contains the CDC account number of the Bidder maintained with CDC wherein shares
shall be credited in case the bid is successful;
Not accept multiple Bids i.e. more than one bid applications by the same person;
Circulate copies of the OFSD cleared by the Exchanges and approved by the Commission along with the Bidding Forms
to Eligible Investors;
DLM has established Bid Collection Centers at the following addresses:
Karachi
Contact Officer: Tahir Iqbal
Direct No: +92-21-3262-0123
Mobile No: +92-300-8211-319
PABX No: +92-21-111-222-000
Fax No: +92-21-3221-1851
Email: tahir.iqbal@kasb.com
Postal Address: KASB Securities Limited, Head Office, 5th Floor, Trade Center, I.I. Chundrigar Road,
Karachi Lahore
Lahore
Contact Officer: Naeem Rana
Direct No: +92-42-3575-5433
Mobile No: +92-321-4357-712
PABX No: +92-21-111-222-000
Fax No: +92-42-3578-7545
Email: naeem.rana@kasb.com
Postal Address: KASB Securities Limited, Branch Office, 2nd Floor, Fountain Avenue Building 64-A,
Main Boulevard, Gulberg, Lahore
Islamabad
Contact Officer: Manzoor Elahi
Direct No: +92-51-2272-830
Mobile No: +92-300-5589-375
PABX No: +92-21-111-222-000
Fax No: +92-51-2272-841
Email: manzoor.elahi@kasb.com
Postal Address: KASB Securities Limited, Branch Office, 90-91, Razia Sharif Plaza, Jinnah Avenue, Blue
Area, Islamabad
Rahim Yar Khan
Contact Officer: Laiq Qureshi
Direct No: 0092-68-5873-252
Mobile No: 0092-300-867-0967
Office No: 0092-68-5873-254
Fax No: 0092-68-5873-251
Email: laiq.qureshi@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Plot No. 29, City Park Chowk, Rahim Yar Khan.
Gujranwala
Contact Officer: Faisal Yaqoob Khokhar
Direct No: 0092-55-3822-501
Mobile No: 0092-321-8640-050
Office No: 0092-55-3822-502 - 04
Fax No: 0092-55-3822-505
Email: faisal.yaqoob@kasb.com
Postal Address: KASB Securities Limited, Branch Office, 81, Ground Floor, Gujranwala Development
Authority Trust Plaza, Gujranwala.
11
Multan
Contact Officer: Alam Akhtar
Direct No: 0092-61-4780300
Mobile No: 0092-321-6393-919
Office No: 0092-61-4500-273 - 76, 0092-61-4780-301 - 02
Fax No: 0092-61-4500-272
Email: alam.akhtar@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Ground Floor, State Life Building,
Chowk Nawan Sheher, Abdali Road, Multan.
Peshawar
Contact Officer: Muhammad Ilyas Khan
Direct No: 0092-91-5271-537
Mobile No: 0092-300-9342-942
Office No: 0092-91-5276-025 - 28
Fax No: 0092-91-5273-683
Email: ilyas.khan@kasb.com
Postal Address: KASB Securities Limited, Branch Office, 1st Floor, State Life Building, 34-The Mall,
Peshawar Cantt., Peshawar.
Faisalabad
Contact Officer: Muhammad Shahid Rana
Direct No: 0092-41-2541-187
Mobile No: 0092-300-7913-980
Office No: 0092-41-2541-006 - 7, 0092-41-2541-186
Fax No: 0092-41-2541-189
Email: shahid.rana@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Ground Floor, State Life Building, 2-Liaquat
Road, Faisalabad.
Rawalpindi
Contact Officer: Waseem Salman
Direct No: 0092-51-5701-520
Mobile No: 0092-303-5448-522
Office No: 0092-51-5701-521 - 24
Fax No: 0092-51-5701-525
Email: waseem.salman@kasb.com
Postal Address: KASB Securities Limited, Branch Office, 3rd Floor, East Wing, Ferozsons Chamber,
Saddar Road, Rawalpindi.
Sialkot
Contact Officer: Tanweer Anwar
Direct No: 0092-52-3256-035
Mobile No: 0092-333-5219-526
Office No: 0092-52-3256-036 - 37
Fax No: 0092-52-3256-038
Email: tanweer.anwar@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Ground Floor, City Tower, Shahab Pura Road,
Sialkot.
12
2.5. OPENING AND CLOSING OF THE BIDDING PERIOD
The Book Building process will open at 9:00AM PST and close at 7:00PM PST on October 9, 2014 to October 15, 2014, both
days inclusive, excluding October 11, 2014 and October 12, 2014, on account of the weekend.
2.6. ELIGIBILITY TO PARTICIPATE IN BIDDING
Eligible Investor scan participate in the bidding process.
2.7. INFORMATION FOR BIDDERS
The OFSD has been duly cleared by the Exchanges and approved by the SECP.
The OFSD and the Bidding Form can be obtained from the Registered Offices of KASB and the Bid Collection Centers. The OFSD
and Bidding Forms can also be downloaded from the following websites:
http://www.privatisation.gov.pk
http://www.kasb.com
http://www.ogdcl.com
Eligible Investors who are interested in subscribing to the Offer under this OFSD should approach the DLM at the addresses
provided in Section 2.4 to register the Bids.
The Bids should be submitted on the prescribed Bidding Form in person through the Bid Collection Centers mentioned in
Section 2.4.
2.8. BIDDING FORM AND PROCEDURE FOR BIDDING
i. Standardized Bidding Form has been prescribed by the DLM. Bids shall be submitted at the Bid Collection Centers in
person given in Section 2.4 on the Bidding Form duly filled in and signed in duplicate. The Bidding Form shall be serially
numbered at the Bid Collection Centers and date and time stamped, at the time of collection from the Bidders.
ii. The bidding procedure under the Book Building process is outlined below:
Copy of approved OFSD shall be circulated by the DLM to the maximum number of Eligible Investors inviting them
to participate in the Bidding process. Copy of the OFSD will also be placed on the websites mentioned above in
Section 2.7.
An advertisement, approved by the Commission, shall be published in at least one Urdu and one English daily
newspaper having wide circulation in the federal and all the provincial capitals, inviting the Eligible Investors for
participation in the Bidding.
Two Book Building Accounts shall be opened by the Offeror for collection of Bid Amounts.
The Bidding Form shall be issued in duplicate signed by the Bidder and countersigned by the DLM, with first copy
for the DLM, and the second copy for the Bidder.
Bids shall be submitted through the Bid Collection Centers only as provided in Section 2.4 and on the Bidding Form
duly filled in and signed in duplicate. Bids can be placed at Limit Price or Step Bid.
Margin Money & Bid Amount shall be deposited through demand draft or pay order only in favor of "Offer for Sale
of Oil and Gas Development Company Limited - Book Building Account".
DLM shall collect an amount of 100% of the Application Money as Margin Money in respect of Bids placed by
HNWIs.
DLM shall collect an amount of not less than 25% of the Application Money as Margin Money in respect of Bids
placed by Institutional Investors.
DLM may reject a Bid placed by an Eligible Investor for reasons to be recorded in writing and the reasons should
be disclosed to such Bidder forthwith. Decision of DLM shall not be challengeable by the Bidder or its associates.
13
DLM shall not accept the Bids made at a price lower than the Floor Price after the announcement of the Floor
Price. All Bidders who have made Bids prior to the announcement of the Floor Price and whose Bids are at a price
lower than the Floor Price shall have the right to revise their Bids (as per the process defined in Section 2.12) or
to withdraw their Bids (as per the process defined in Section 2.14).
The Bidders will receive back the duplicate form upon submission of their Bids which will be proof of their Bid
submission.
Bidders may revise their Bids during the Bidding Period (for details please refer to Section 2.12).
Bidders may withdraw their Bids during the Bidding Period (for details please refer to Section 2.14).
DLM shall maintain a record of the Bids received, rejected, revised and withdrawn along with identities of the
Bidder and evidence of Margin Money received.
DLM shall ensure that all the Bids received and accepted by the Bid Collection Centers are immediately forwarded
via email to IBs to be entered into the Book Building system maintained internationally by IBs.
At the close of the Bidding Period, the Strike Price shall be determined by the GoP on the basis of demand generated
through the Book Building process.
Successful Bidders shall be intimated, within two (2) working days of the closing of the Bidding Period, the Strike
Price and the number of shares allocated to each of them.
The successful institutional bidders shall, within four (4) working days of the closing of the Bidding Period, deposit
the balance amount as consideration against the allotment of shares.
Margin Money of unsuccessful Bidders will be refunded within seven (7) working days of the close of the Bidding
Period and no interest will be applicable to such refund.
Final allocation of shares out of the Offer shall be made after approval by the GoP, as described in Section 2.17.
Shares to successful Bidders, subject to requisite clearances, if any, shall be transferred within seven (7) working
days of the Book Building process.
2.9. BANK ACCOUNT FOR BOOK BUILDING
The Offeror has opened two bank accounts for collection of money for the Offer under this OFSD.
The Bidders shall draw demand draft or a pay order in favor of "Offer for Sale of Oil and Gas Development Company Limited
- Book Building Account" which has been opened at United Bank Limited and MCB Bank Limited ("Collection Banks"). The
Collection Banks shall keep and maintain the Bid Money in the said account. Once the Strike Price is determined and allocation
list is finalized, the DLM, after obtaining NOC from the Exchanges, may request in writing to the Collection Banks for transfer
of the money of successful and accepted applications to the Offeror's account(s) and advise for refund of the Margin Money
to unsuccessful Bidders without any applicable markup / interest on such refund.
2.10. PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft or a pay order favoring "Offer for Sale of Oil and Gas Development Company Limited
- Book Building Account" and submit it at the designated Bid Collection Centers.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION CENTERS. BID AMOUNT MUST BE PAID
THROUGH A DEMAND DRAFT OR A PAY ORDER ONLY.
Eligible Investors can place Bids for Shares based on the procedure as explained earlier in Section 2.2
2.11. PAYMENT BY FOREIGN INVESTORS
Foreign investors may subscribe using their Special Convertible Rupee Accounts ("SCRA"), as set out under Chapter 20 of the
State Bank of Pakistan's Foreign Exchange Manual.
Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward
remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of Foreign Portfolio
Investment (FPI) is classified as SCRA. Underlying client names/beneficial owners are required to be disclosed at depository
level.
Key Documents required for individual(s) are:
i. Account opening request
ii. Passport / ID
14
General documentation required for opening of SCRA account by corporate are:
ii. Board Resolution & Signatories list
iii. Passport / ID of Board of Directors
iv. Passport / ID of all authorized signatories
v. Certificate of Incorporation (COI) Equivalent / supporting documents: Trade Registry Certificate, Business Registration
Certificate, Certificate of Commencement of Business
vi. Memorandum & Articles of Association
vii. Withholding tax registration certificate / Certificate of country of domicile ofclient
viii. Latest Annual Report
ix. List of Board of Directors
x. List of Shareholders (>10% holdings) and key officers
It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request
the procedure from each relative institution.
Payments made by foreign investors shall be supported by proof of receipt of foreign currency through normal banking
channels. Such a proof shall be submitted along with the Bidding Application by the foreign investors.
2.12. REVISION OF BIDS BY THE BIDDER
The Bidders shall have the right to revise their Bids any time during the Bidding Period. The Bidders will only be able to revise
their Bids through physical delivery of bid revision form along with the additional payment form and pay order/ demand draft
for additional money at one of the Bid Collection Centers or scanned copy of the signed bid revision form along with the
scanned copy of the pay order/ demand draft for additional money duly emailed to ogdcl.bookbuild@kasb.com. The Bidding
Form number should be clearly mentioned on the bid revision email including mention of the Bid Collection Center where
the Bid was initially placed. Also note in case of revision made through the email, the demand draft/ pay order should be
delivered at the Bid Collection before the close of Bidding Period. No Bid shall stand revised until a confirmation is received
from the DLM. In case of bid revision through an email, the email should be sent from the email address mentioned on the
Bid Form.
2.13. REJECTION OF BIDS BY THE DLM
DLM may reject a bid placed by an Eligible Investor for reasons to be recorded in writing and the reasons should be disclosed
to such Bidder forthwith. The decision of DLM shall not be challengeable by the Bidder or its associates.
2.14. WITHDRAWAL OF BIDS BY THE BIDDER
A Bidder may withdraw a placed Bid until 5:00 p.m. on the final day of the Bidding Period. The Bids can be withdrawn by
sending an email to ogdcl.bookbuild@kasb.com. The Bidding Form number should be clearly mentioned in the bid withdrawal
email including mention of the Collection Center where the Bid was initially placed. No Bid shall stand Withdrawn until a
confirmation is received from the DLM. The email for withdrawal of Bid should be sent from the email address mentioned
on the Bid Form.
2.15. WITHDRAWAL OF OFFER BY THE OFFEROR
In case the Offeror does not receive Bids at or above the Floor Price for the minimum number of Ordinary Shares offered, it
may withdraw the Offer. The decision of withdrawal shall be taken within a period of not more than three (3) working days
of the closing of the Bidding Period.
i. The withdrawal shall be immediately intimated to the Commission and the Exchanges.
ii. In case the offer is withdrawn the Bid Amount will be refunded to the Bidders within seven (7) working days of the
decision of withdrawal without any markup, interest etc.
15
2.16. MECHANISM FOR DETERMINATION OF STRIKE PRICE
A combined Book Building process for the domestic and international investors will be conducted. Eligible Investors may place
their respective orders (including demand at various price points via Limit Price or Step Bid) with DLM. The procedure for
participation for such Eligible Investors is set forth below in the OFSD.
DLM will receive orders from Eligible Investors and forward them via email to the IB to enter in to the central Book Build
system being run and managed by the IB internationally.
Foreign investors may choose to participate through the Offering Memorandum. Foreign investors may place their respective
orders with their respective syndicate/sales representatives through such medium as Bloomberg messages, email and recorded
telephone calls.
All these individual orders will be put in a central Book Building system maintained internationally which tallies all orders
until the close of the book. Nonetheless, it is clarified that the Book Building will be integrated for all investors and the
Strike Price will be determined on the basis of total Bids received for both Ordinary Shares and GDSs.
At multiple times during the Book Building, the investors will be provided feedback with regards to the position of the Book.
The messages will be relayed via the DLM to the Exchanges.
At the close of the Bidding Period, the Strike Price will be determined by the Offeror, as approved by the PC Board and
CCOP.
The demand will be the summation of the Bids received locally and internationally. The Strike Price shall be determined
through available demand at different price levels. The GoP shall decide the final Offer size which may be less than or equal
to the size of the Book Building Portion, based on the demand received and keeping in view the GoP's objectives to maximize
proceeds and that OGDCL's share price is well supported in the after-market. The final Strike Price is thus determined by
the PC Board and CCOP based on allocable demand at the final offer size and on the basis of total Bids received and
recommendations of JLMs.
Once the Strike Price is determined all those bidders whose Bids have been found successful shall become entitled to allotment
of shares. The bidders, who have made Bids at prices at or above the Strike Price, will be offered shares at the Strike Price
and the differential will be refunded. The bidders, who have made Bids below the Strike Price, shall not qualify for allotment
of shares and their Margin Money shall be refunded without any markup or interest.
2.17. BASIS OF ALLOCATION OF SHARES
The final allocation of Shares will be determined by the Offeror, as approved by PC Board and CCOP, based on allocable
demand. In the event that Bidders collectively bid for Shares equal in number or less than the Shares being offered in the
Book Building Portion, each Bidder will be allocated the number of Shares he/she/it has bid for.
In the event that Bidders collectively bid for Shares exceeding the number of shares offered in the Book Building Portion,
Shares offered will be allocated between the international and domestictrancheson a pro-rata basis, as illustrated in the
example below:
No. of shares Percentage
420,085,980
Collective number of Shares bid for by international
investors at or above the Strike Price
60%
280,057,320
Collective number of Shares bid for by domestic investors at
or above the Strike Price
40%
700,143,300
Collective number of Shares bid for by all investors at or
above the Strike Price
100%
311,174,800 Number of Shares offered in the Book Building Portion
HYPOTHETICAL EXAMPLE FOR ILLUSTRATIVE PURPOSES ONLY
16
Based on the above example, 60% of the Shares of the Book Building Portion (311,174,800 x 60% = 186,704,880 Shares) will
be allocated to the international tranche and 40% of the Shares (311,174,800 x 40% =124,469,920 Shares) will be allocated
to the domestic tranche.
Shares allocated within the international tranche will be allocated to investors as per standard international book-building
practices. In the domestic tranche, shares will be allocated on a pro-rata basis to ensure optimal transparency. Continuing
with the hypothetical example above, a domestic Bidder (Bidder X) who originally bid for 1,000,000 shares will end up receiving
444,444 Shares, as calculated below:
Shares shall be transferred to successful Bidders within seven (7) working days of the Book Building process.
2.18. REFUND OF MARGIN MONEY
Investors who have bid lower than the Strike Price are not eligible for allocation of Shares. Margin Money of the unsuccessful
Bidders shall be refunded without any interest or mark up within seven (7) working days of the close of the Bidding Period.
2.19. BID COLLECTION CENTERS
Bid Collection Centers have been established at Karachi, Lahore and Islamabad to collect the Bids for the Offer. Addresses,
details of contact persons and fax numbers of the Bid Collection Centers are given in Section 2.4.
2.20. EXEMPTIONS
The following exemptions have been approved by the SECP to facilitate seamless and efficient execution of the transaction.
A relaxation of the requirements of:
Appendix 2 of Chapter 5 read with Regulation 5.4.6 of the KSE Regulations under Clause 11 of Appendix 2 of Chapter
5 of the KSE Regulations has been given vide its letter KSE/GEN-6271 dated September 26, 2014;
Appendix IV read with Regulation 6A(8) of the LSE Listing Regulations under Clause 11 of Appendix IV of the LSE
Listing Regulations has been given vide its letter 6826 dated September 29, 2014; and
Appendix IV read with Regulation 6(7) of the ISE Listing Regulations under Clause 11 of Appendix IV of the ISE
Listing Regulations has been given vide its letter ISE/OPS/14/2825 dated September 27, 2014;
has been given by the SECP vide its letter SMD/CO.62/01/2014(1) dated September 26, 2014.
A relaxation from the requirements of Rule 9(iii & iv) of the Companies (Issue of Capital) Rules, 1996 under Rule 10
thereof has been given by SECP vide its letter SMD/CO.62/01/2014 dated September 26, 2014 enabling the GoP to
offer these shares without underwriting agreements.
No. of shares
280,057,320
Collective number of Shares bid for by domestic investors at
or above the Strike Price
A
124,469,920 Number of Shares allocated to domestic tranche B
1,000,000 Number of Shares Bid for by domestic Bidder X C
444,444
+
Number of Shares allocated to domestic Bidder X D =(B/A)*C
+
Rounded off to the nearest whole share
HYPOTHETICAL EXAMPLE FOR ILLUSTRATIVE PURPOSES ONLY
17
2.21. STATEMENT BY THE OFFEROR
The Managing Director,
Karachi Stock Exchange Limited,
Stock Exchange Building,
Stock Exchange Road,
Karachi.
Lahore Stock Exchange Limited,
Lahore Stock Exchange Building,
19 Khayaban-e-Aiwan-e-Iqbal
Lahore.
Islamabad Stock Exchange Limited,
ISE Towers,
55-B Jinnah Avenue,
Islamabad.
On behalf of the Offeror, I confirm that all material information as required, unless exempted, under the Ordinance and the
Listing Regulations have been disclosed in the Offer for Sale Document and that whatever is stated herein and the supporting
documents is true and correct to the best of our knowledge and belief and that nothing has been concealed.
For and on behalf of the Offeror:
-sd- -sd-
18
2.22. STATEMENT BY THE DOMESTIC LEAD MANAGER
Karachi Stock Exchange Limited,
Stock Exchange Building,
Stock Exchange Road,
Karachi.
Lahore Stock Exchange Limited,
Lahore Stock Exchange Building,
19 Khayaban-e-Aiwan-e-Iqbal,
Lahore.
Islamabad Stock Exchange Limited,
ISE Towers,
55-B Jinnah Avenue,
Islamabad.
Being mandated as Domestic Lead Manager to this Offering of Oil & Gas Development Company Limited through the Book
Building process, we confirm that all material information as required under the Ordinance have been disclosed in this
Prospectus and that whatever stated herein and in the supporting documents is true and correct to the best of our knowledge
and belief and that nothing has been concealed.
On behalf of KASB Bank Limited:
-sd-
Ali Hussain
Vice President
Investment Banking
KASB Bank Limited
19
Note: The above shares were issued without any premium.
Following are the details of the company issued for consideration other than cash:
In consideration for all properties, rights, assets, obligations and liabilities of Oil and Gas Development Corporation (OGDC)
vested in the Company, 1,075,232,100 ordinary fully paid shares of PKR 10 each were issued to Government of Pakistan on
23 October 1997.
3.2. THE OFFEROR
The GoP through the PC has decided to divest 322,460,900 Ordinary Shares of PKR 10 each out of its holding in the Company.
In aggregate, the proposed offer is 7.5% of the issued, subscribed and paid-up capital of the Company.
3.3. PRESENT OFFER
The GoP is offering 10% of its shareholding in OGDCL through Privatization (the "Offer"). The Offer consists of 322,460,900
Ordinary Shares, each with a nominal value of PKR10 per share of OGDCL, in the form of Ordinary Shares and GDSs. Each
GDS represents ten Ordinary Shares. The Offer represents 7.5% of the total paid up share capital of OGDCL.
The Offer comprises:
i. An offering of 311,174,800 Ordinary Shares through the Book Building process at the Floor Price, representing up to
96.5% of the Offer (the "Book Building Portion"). This will be offered in the form of:
a. Rule 144A GDSs and Ordinary Shares to certain QIBs in the United States, as defined in Rule 144A under the
Securities Act and in reliance on Rule 144A; and Regulation S GDSs and Ordinary Shares to certain persons in
offshore transactions outside the United States as defined in, and in reliance on Regulation S under the Securities
Act, (collectively the "International Offering"). Permitted investors outside Pakistan may subscribe to this portion
through the Offering Memorandum. The Offeror has been granted approval by the SECP vide its letter
SMD/CO.62A/02/2014(II) dated September 26, 2014 to issue securities outside Pakistan under Section 62A of the
Ordinance read with Section 20(5)(a) of the Securities and Exchange Commission of Pakistan Act, 1997. Domestic
investors i.e. Institutions and HNWIs as defined in this OFSD are not eligible to subscribe to GDSs, and
PART 3
3. SHARE CAPITAL AND RELATED MATTERS
3.1. SHARE CAPITAL
No. of shares Total (PKR)
AUTHORIZED CAPITAL
5,000,000,000 Ordinary shares of par value PKR 10/- each 50, 000,000,000
ISSUED, SUBSCRIBED, & PAID UP CAPITAL
1,075,232,100
Issued for Consideration other than Cash:
Ordinary shares of PKR10/- each
10,752,321,000
3,225,696,300
Issued as Bonus
Ordinary shares of PKR10/- each
32,256,963,000
4,300,928,400 Total 43,009,284,000
No. of shares Total (PKR)
3,224,609,081 74.97% of the existing issued, subscribed and
paid-up capital of the Company is held by the
Government of Pakistan
32,246,090,810
644,130,280 14.98% of the existing issued, subscribed and
paid-up capital of the Company is held by
institutions, mutual funds and general public
6,441,302,800
432,189,039 10.05% of the existing issued, subscribed and
paid-up capital of the Company is held by the
OGDCL Employees Empowerment Trust
4,321,890,390
4,300,928,400 Total 43,009,284,000
20
b. Ordinary Shares to domestic Eligible Investors, under this OFSD.
Please note that in the interest of optimizing deal value, the Offeror has not predetermined the tranche allocation between
investors subscribing under (i)(a) and (i)(b) above. As such both tranches of investors are deemed equal in the determination
of the strike price of the Book Building portion.
ii. A Public Offer of 11,286,100 Ordinary Shares, representing 3.5% of the Offer, out of which a maximum of 3,224,600
Shares have been allocated to the employees of the Company and the remaining 8,061,500 Shares, will be offered to
the general public.
The Offer Price will be at or below the Strike Price, as determined by the GoP.
Please note that the Offering in (i)(a) above is not being offered under this OFSD and permitted investors can only subscribe
via the Offering Memorandum.
The Public Offer will be carried out through a two-day public subscription period on the basis of this OFSD. The Public Offer
will be offered at a fixed price of PKR [**] per Ordinary Share.
As per Regulation 5.4.5(b) of the KSE Regulations, Listing Regulation 6(7)(ii) of the Lahore Listing Regulations and Listing
Regulation 6(6)(b) of the Islamabad Listing Regulations, allocation of shares to employees of the Company shall not be saleable
for a period for a period of six (06) months from the date of public subscription.
3.3.1. DESCRIPTION OF INTERNATIONAL OFFERING
The International Offering is comprised of an offering of Ordinary Shares and / or Ordinary Shares in the form of GDSs, as
explained in Section 2.1.
The GDSs are listed on London Stock Exchange and carry a two-way conversion option. The SECP and SBP have approved the
two-way convertibility between GDSs and shares with a cap on total size of GDSs convertible into Ordinary Shares. As per the
SECP and SBP approvals, as part of the International Offering, the total number of GDSs convertible into Shares and vice versa
from time to time would not exceed the number of GDSs offered in the 2006 offering by the Company, i.e. 64,513,900 GDSs.
3.4. OPENING AND CLOSING OF THE SUBSCRIPTION LIST
The subscription list will open at the commencement of banking hours on [INSERT DATE HERE] and will close on [INSERT DATE
HERE] at the close of banking hours. Please note that online applications can be submitted 24 hours a day during the subscription
period which will close at 12:00 midnight on [INSERT DATE HERE].
In order to facilitate investors, United Bank Limited ("UBL") is offering electronic submission of application (e-IPO) to its
accounthol ders. UBL account hol ders can use UBL Net Banki ng to submi t thei r appl i cati on vi a
link http://www.ubldirect.com/corporate/ebank
3.5. INVESTOR ELIGIBILITY FOR PUBLIC ISSUE
Eligible investors for the public issue include:
i. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani nationality;
ii. Foreign nationals whether living in or outside Pakistan;-
iii. Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent
permitted by their constitutive documents and existing regulations, as the case may be);
iv. Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their Trust Deed and existing regulations);
and
v. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
3.6. FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS
Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through this OFSD by using
their SCRA as set out in Chapter 20 of the Foreign Exchange Manual of the State Bank of Pakistan.
Payment in respect of investment in the shares of the Company has to be made in foreign currency through an inward
remittance or through surplus balances in SCRA. Local currency cash account(s) opened for the purpose of FPI is classified
as SCRA. Underlying client names/beneficial owners are required to be disclosed at depository level.
21
Key Documents required for individual(s) are:
ii. Passport / ID
General documentation required for opening of SCRA account by corporate are:
ii. Board Resolution & Signatories list
iii. Passport / ID of Board of Directors
iv. Passport / ID of all authorized signatories
v. Certificate of Incorporation (COI) or equivalent documents like Trade Registry Certificate, Business Registration Certificate,
Certificate of Commencement of Business
vi. Memorandum & Articles of Association
vii. Withholding tax registration certificate / Certificate of country of domicile of client
viii. Latest Annual Report
ix. List of Board of Directors
x. List of Shareholders (with holdings over 10%) and key officers
It is however pertinent to note that the procedure and requirements of each institution differs, hence it is advised to request
the procedure from the relevant institution.
3.7. MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE PUBLIC PORTION
OF THE OFFER
The basis and conditions for allotment of Ordinary Shares to the General Public shall be as follows:
i. Application for the Ordinary Shares below the total value of PKR [**] (Offer Price x 100 shares) shall not be entertained.
ii. The amount of application for subscription of 100 Ordinary Shares is PKR [**] (Offer Price x 100 shares).
iii. Application for shares must be made for 100 Ordinary Shares or in multiple of 100 Ordinary Shares only. Applications
which are neither for 100 shares nor for multiples of 100 Ordinary Shares shall be rejected.
iv. SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATIONS BY THE SAME PERSON)
IS PROHIBITED AND SUCH APPLICATIONS' MONEY SHALL BE LIABLE TO CONFISCATION UNDER SECTION 18-A OF THE
SECURITIES AND EXCHANGE ORDINANCE, 1969.
v. If the OrdinaryShares offered to the General Public are sufficient to accommodate all applications, all applications shall
be accommodated.
vi. If the Ordinary Shares applied for by the General Public are in excess of the shares offered to them, the distribution shall
be made by computer balloting, in presence of the representatives of the Exchanges in the following manner:
a. If all applications for 100 shares can be accommodated, then all such applications shall be accommodated first. If
all applications for 100 shares cannot be accommodated then balloting will be conducted among applications for
100 shares only.
b. If all applications for 100 shares have been accommodated and shares are still available for allotment, then all
applications for 200 shares shall be accommodated. If all applications for 200 shares cannot be accommodated,
balloting will be conducted among applications for 200 shares only.
c. If all applications for 100 shares and 200 shares have been accommodated and shares are still available for allotment,
then all applications for 300 shares shall be accommodated. If all applications for 300 shares cannot be accommodated,
balloting will be conducted among applications for 300 shares only.
22
d. If all applications for 100 shares, 200 shares and 300 shares have been accommodated and shares are still available for
allotment, then all applications for 400 shares shall be accommodated. If all applications for 400 shares cannot be
accommodated, then balloting will be conducted among applications for 400 shares only.
e. After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:
i. If the remaining shares are sufficient to accommodate each application for over 400 shares, then 400 shares shall
be allotted to each applicant and the remaining shares shall be allotted on pro rata basis.
ii. If the remaining shares are not sufficient to accommodate all the remaining applications for at least 400 shares,
then balloting shall be conducted for allocation of 400 shares to each of the successful applicants.
f. If the General Public Portion of the Offer is oversubscribed in terms of amount only then the allotment of shares shall
be made on the following basis:
i. First preference will be given to the applicants who applied for 100 shares;
ii. Next preference will be given to the applicants who applied for 200 shares;
iii. Next preference will be given to the applicants who applied for 300 shares; and then;
iv. Next preference will be given to the applicants who applied for 400 shares;
g. After allotment of the shares in the abovementioned manner, the balance shares, if any, shall be allotted on a pro rata
basis to the applicants who applied for more than 400 shares.
h. Allotment of shares will be subject to scrutiny of the applications for subscription.
i. Applications which do not meet with the above requirements or which are incomplete will be rejected.
j. The employees of the Company have been given preferential allocation of 3,224,600 shares at the Offer Price. Employees
will subscribe their portion on the days of the public subscription.
k. If the employee quota remains undersubscribed, the remaining shares will be allotted to the general public.
l. If the employee quota stands oversubscribed, the shares will be issued to the employees on a pro-rata basis.
3.8. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
The Offeror shall take a decision within ten (10) days of the closure of subscription list as to which applications have been
accepted or are successful and refund the money in cases of unaccepted or unsuccessful applications within ten (10) days of
the date of such decision, as required under Section 71 of the Ordinance.
As per sub-section (2) of Section 71 of the Ordinance, if refund as required under sub-section (1) of Section 71 of the Ordinance
is not made within the time specified therein, the Offeror shall be liable to repay that money with surcharge at the rate of
one and a half percent (1.5%) for every month or part thereof from the expiration of the 15th day and, in addition, to a fine
not exceeding PKR 5,000 and in case of continuing offense to a further fine not exceeding PKR 100 for every day after the said
15th day on which the default continues.
3.9. ISSUE AND DISPATCH OF SHARE CERTIFICATES
The Offeror will dispatch share certificates to successful applicants through their Bankers to the Offeror by crediting the
respective CDS accounts of the successful applicants within thirty (30) days of the close of public subscription, as per the
Listing Regulations.
Shares will be transferred in scrip-less form in the CDS. Shares in the physical form shall be dispatched to the successful
applicants through their Bankers to the Offer within 30 days from the date of close of subscription list whereas scrip-less
shares shall be directly credited through book entries in the respective accounts maintained with the CDCPL.
The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant columns of the Application
Form. In order to exercise the scrip-less option, the applicant(s) should have CDS account at the time of subscription.
If the Offeror defaults in complying with the above requirements, it shall pay to the Exchanges a penalty of PKR 5,000 per
day for every day during which the default continues.
23
3.10. TRANSFER OF SHARES
i. Physical Scrip
The Board of Directors may not refuse to transfer any fully paid share unless the transfer deed for any reason is defective
or invalid under section 77 of the Companies Ordinance provided that the Offeror, within 30 days from the date on
which the instrument of transfer was lodged with the Board of Directors, notify the defect or invalidity to the transferee
who will, after the removal of such defect or invalidity, be entitled to re-lodge transfer deed with the Company.
ii. Transfer under book entry system
The shares maintained with the CDS in the book entry form will be transferred in accordance with the provisions of the
Central Depositories Act 1997 and the CDC regulations.
3.12. DETAILS OF THE PRIOR PUBLIC OFFERINGS OF THE COMPANY
3.12.1. Initial Public Offering
3.11. SHARES ISSUED IN PRECEDING YEARS
3.11.1. Shares Issued by OGDCL
3.11.2. Shares offered by GoP
No. of shares
Par
value
Premium Price Amount (PKR) Consideration
Date of
Issue
1,075,232,100 PKR 10 - 10,752,321,000
Other than
Cash
October 23,
1997
3,225,696,300 PKR 10 - 32,256,963,000 Bonus Shares
September
20, 2003
4,300,928,400 10 43,009,284,000
-
-
No. of shares
Par
value
Premium Price Amount (PKR) Consideration
Date of
Issue /
Allotment
214,091,139
PKR
10
PKR 22 PKR 32
PKR
6,850,916,448
Cash
November
10-14, 2003
408,588,000
PKR
10
PKR 105
US$18.9/PKR
115
US$
772,231,320
Cash
November
30, 2006
21,505,000
PKR
10
PKR 100 PKR 110
PKR
2,365,550,000
Cash
January 11-
13, 2007
Public Offering Dates November 10-14, 2003
Issue Type Initial Public Offering
Percentage of Paid- up
Capital
5% (2.5% Initial Public Offering +2.5% Greenshoe option)
Listing Listing on the Exchanges
Offer Price PKR 32/share
Number of Shares
Offered
215mn shares
Total Deal Size PKR 6,880mn
24
3.12.2. GDR and Secondary Public Offering
GDR OFFERING:
Pricing Date 30 November 2006
Issue Type Follow-on Offering of GDRs and Ordinary Shares
Capital
9.5% GDS Offering
GDR Offer Structure
Global Institutional Offering of secondary shares in accordance
with Reg. S outside the US and to US QIBs under Rule 144A
Listing
GDRs on the London Stock Exchange to complement existing
share listings on the Exchanges
Offer Price US$18.90/PKR 115 (9.5% discount to previous close)
ORD : GDR Ratio 10: 1
Base Offer Size 355.3mn shares (US$672mn)
Green-shoe 53.3mn shares (US$100mn)
GDS Deal Size 408.6mn shares (US$772mn)
Public Offering Dates January 11-13, 2007
Issue Type Secondary Public Offering
Capital
0.5% Secondary Public Offering
Listing Secondary Offering on the Exchanges
Offer Price PKR 110/share (3% discount to the GDR Offer Price)
Number of Shares
Offered
21.5mn shares
Total Deal Size PKR 2,365mn
SECONDARY PUBLIC OFFERING:
3.13. PRINCIPAL PURPOSE FOR THE OFFER
The primary purpose of the Offer includes:
Mobilize savings of eligible individuals, households and institutions of Pakistan and allow them to take ownership in
the successful businesses of the economy;
Improving standing of domestic capital markets by attracting maximum FPI, increased investment from overseas Pakistanis
and other foreign investors;
Strengthen domestic capital markets; and
Maximize sale proceeds for the GoP.
3.14. INTEREST OF SHAREHOLDERS
None of the holders of the issued shares of the Company have any special or other interest in the property or profits of the
Company other than as holders of the Ordinary Shares in the capital of the Company.
25
3.15. DIVIDEND POLICY
The Company will pay dividends upon a recommendation by its board of directors and approval by a majority of the shareholders
at the annual general meeting. Dividends can only be declared from the profits of the Company. Directors may also declare
an interim dividend.
Dividends are generally declared as a percentage of par value and distributed and paid to shareholders in proportion to the
paid up value of their equity shares. However, varying dividend treatment for different classes of shares is permissible under
the Ordinance.
These distributions and payments are required to be paid to shareholders within 30 days from the date of declaration in the
case of listed companies.
The Company's Articles authorize the Board of Directors to pay interim dividends, as appear to be justified by its profits.
Dividends can only be paid out of profits of the Company. The directors may, before recommending any dividend, set aside
out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of
the directors, be applicable for contingencies, for equalizing dividends, or for any other purpose to which the profits of the
Company may be properly applied, and pending such application may, at the discretion of directors, either be employed in
the business of Company or be invested in such investments (other than shares of the Company) as the directors may, subject
to the provisions of the Ordinance, from time to time think fit.
With respect to the distribution of a dividend, the Company's Articles and the Ordinance categorically restricts the declaration
of dividends out of profits of the Company made from the sale or disposal of any immovable property or assets of a capital
nature comprised in the undertaking or any of the undertakings of the Company, unless the business of the Company consists,
whether wholly or partly, of selling and purchasing any such property or assets, except after such profits are set off or adjusted
against losses arising from the sale of any such immovable property or assets of capital nature.
Those applicants who intend that their cash dividend, if any, is directly credited in their Bank Account, must fill in the relevant
part of the shares subscription Form under the heading, "Dividend Mandate Option".
3.16. ELIGIBILITY FOR DIVIDEND
The Ordinary Shares being offered rank pari-passu with all other the shares of the same class of the Company in all matters
including the right to such bonus or right issue and dividend as may be declared by the Company from time to time.
3.17. DEDUCTION OF ZAKAT
Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat and Ushr Ordinance,
1980 (XVIII of 1980) as may be applicable from time to time (except where the said Ordinance does not apply to any shareholder
or where such shareholder is otherwise exempt or has claimed exemption from payment/deduction of Zakat in terms of and
as provided in that said Ordinance).
3.18. CAPITAL GAINS TAX
Capital gains derived from sale of listed securities are taxable in the following manner under Section 37A of the Income Tax
Ordinance, 2001 at the following rates:
Tax Rate
Holding period of securities
Tax Year less than 12 months
more than 12 months
and less than 24 months
more than 24 months
2015 12.5% 10% 0%
Through the Finance Act, 2014, amendments have been made in the Income Tax Ordinance, 2001 to the effect that gain
resulting from sale of securities for period between 12 to 24 months shall also be taxable under the said Ordinance and as
such exemption is to be available only where the holding period of securities exceeds 24 months. Accordingly, the gain on
disposal of listed securities for tax year 2015 is chargeable to tax at the rate of 12.5% for listed securities held for a period of
less than 12 months, 10% for listed securities held between 12 to 24 months and 0% for listed securities held for a period of
more than 24 months. In the Finance Act, 2014 no rate has been prescribed for tax year 2016 and onwards.
26
Banks are liable to capital gains tax at separate rates. Under the Seventh Schedule to the said Ordinance, Banks are subject
to capital gains tax on the disposal of shares of listed company at the rate of 12.5% where shares are held for a period of more
than one year whereas tax will be payable at the rate of 33% if shares are held for a period of less than one year.
Please note that a shareholder (being a non-resident person of Pakistan) can avail concessions, in respect of capital gains, if
any, provided in the respective Double Tax Treaty which Pakistan has signed with the country of his / her / its residence.
3.19. WITHHOLDING TAX ON DIVIDENDS
Dividend distribution to the shareholders will be subject to withholding tax under Section 150 of the Income Tax Ordinance,
2001 as specified in Part I, Division III of the First Schedule to the said Ordinance except for shareholders who are exempt
from tax withholding; or subject to concession, if any, provided in the Double Tax Treaty. In terms of the provision of Section
8 of the said Ordinance, such tax deduction at source shall be full and final discharge of tax liability. The applicable rates, as
laid out in the Finance Act, 2014, are as follow:
1 Rate of Tax Deduction for filer of income tax returns 10%
2 Rate of Tax Deduction for non-filer of income tax returns 15%
Moreover, tax at the rate of 5% of the value of 'bonus shares' determined on the basis of the day end ex-price on the first
day of book closure shall be collected by the Company issuing the 'bonus shares', which will be the final tax liability on such
income of the shareholder.
3.20. INCOME TAX
The income of the Company is subject to Income Tax under the Income Tax Ordinance, 2001.
3.21. DEFERRED TAXATION
Deferred tax is accounted for using the balance sheet liability method in respect of all taxable temporary differences arising
from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. Deferred tax liabilities are recognized for all taxable temporary differences
and deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable
profits will be available against which the deductible temporary differences, unused tax losses and tax credits can be utilized.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realized.
Deferred tax is not recognized for the temporary differences arising from the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences
relating to investment in jointly controlled entities to the extent that it is probable that they will not reverse in a foreseeable
future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse, based on tax
rates that have been enacted or substantively enacted by the reporting date, adjusted for payments to GoP on account of
royalty.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
The Company has booked deferred tax liability of PKR 22.3 billion as at June 30, 2014.
27
3.22. SALES TAX
The Company is a Sales Tax registered entity that acts as a collection agent for Sales Tax on all sales made (Output Tax) and
pays Sales Tax for all purchases made (Input Tax) from registered suppliers in accordance with the Sales Tax Act. The return
of these Input Taxes and Output Taxes is filed and refund claims or payments are made to the Government in accordance with
the balance of these taxes.
As per the audited financial statements as at June 30, 2014 the Company has General Sales Tax Payable amounting to PKR
1.8 billion.
3.23. TAX ON SALE/PURCHASE OF SHARES
Sales Tax / Federal Excise Duty at the rate of 16% is applicable on gross commission charged by stock brokers on purchase
and sale of shares through a Stock Broker.
3.24. CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES
Pursuant to amendments made in the (Finance Act 1989) through Finance (Amendments) Ordinance, 2012 promulgated on
April 24, 2012, 0.01% Capital Value Tax will be applicable on the purchase value of shares.
3.25. TAX CREDIT FOR INVESTMENT IN SHARES ACQUIRED THROUGH PRIVATIZATION
Under section 62 of the Income Tax Ordinance, 2001, a resident person other than a company, shall be entitled to a tax credit
for a tax year in respect of the cost of acquiring in the year new shares issued to the public by a public company listed on a
stock exchange in Pakistan, provided the resident person is the original allottee of the shares or the shares are acquired from
the PC.
Time limit for holding of shares has been designated as 24 months to avail tax credit. The amount of investment, eligible for
tax credit, is prescribed in section 62 of the said Ordinance.
3.26. JUSTIFICATION FOR THE PREMIUM
3.26.1. Large Reserves Base and Strong Production
The Company holds the largest portfolio of recoverable hydrocarbon reserves of any oil and gas company operating in Pakistan
(Source: Pakistan Petroleum Information Service data as of June 30, 2014). As of July 1, 2014, it had estimated net proved
reserves of 460.02 MMboe, of which 78.94% were gas, and estimated net proved plus probable reserves of 939.10 MMboe,
of which 78.48% were gas, according to the Reserves Report. In FY 2014, the daily net average production amounted to
1,173 MMscfd of gas and 41,330 bpd of oil, which increased from daily net average production of 1,108 MMscfd of gas and
40,101 bpd of oil for FY 2013. As of June 30, 2014, the Company had a reserves-to-production ratio of six years based on its
net proved reserves and a ratio of 11 years on the basis of its net proved plus probable reserves, as per the Reserves Report.
3.26.2. Proven Track Record of Exploration and Development
All of the Company's production is derived from exploration and development activities which are carried out by the Company
or its joint venture partners. It has a proven exploration track record that is reflected in its high exploration success rate. The
exploration success rate, defined as the rate of drilled exploration wells resulting in commercial discovery, is 1:2.8 over its
history. The exploration success rate compares favourably against the average success rate in the Pakistan E&P industry
which for the period ending June 30, 2014, is 1:3.1. (Source: Pakistan Petroleum Information Service data as of June 30, 2014).
The Company attributes its high success rate to a number of different factors, including (i) its extensive working knowledge
and understanding of Pakistan's complex geological basins, (ii) its technical and management experience and expertise in the
areas of geological and geophysical exploration, and (iii) its track record of delivery of complex exploration and development
projects and its use of the latest exploration technology. Furthermore, during the last three years, the Company has obtained
2D and 3D seismic data of 5,980 L. kms. and 2,643 sq. kms. of its exploration acreage, respectively.
28
Development activities have been core to the Company's business, allowing it to maintain and expand its commercially viable
production facilities and fields. The technical teams focus on successfully implementing each of its development and expansion
projects and the Company is making efforts to complete its on-going development projects. The five main operated development
projects are expected to contribute an additional 194 MMscfd of gas, 6,720 bpd of oil and 870 Mt/day of LPG to our production
in the next two years (Source: Company Estimates, 2014).
3.26.3. Largest Exploration Acreage
The Company currently has the largest exploration acreage in Pakistan, consisting of 112,794 sq. km of acreage in wholly-
owned licenses and operated joint ventures, and 26,626 sq. km of acreage shared with joint venture partners in non-operated
joint ventures, with a 31% share in terms of total exploration onshore and offshore acreage awarded in Pakistan as of June
30, 2014 (Source: Pakistan Petroleum Information Service data, as of June 30, 2014).It has recently increased its exploration
activity with the Company being awarded 29 exploration licenses in FY 2014. The Company believes that its large exploration
acreage position offers the potential for continued growth in its reserves base and production volumes.
3.26.4. Attractive Returns and Track Record of Delivering Shareholder Value
The Company is able to conduct activities on a large, yet cost-efficient scale due to its historical leading position in the Pakistan
E&P sector, historical investment in in-house technical expertise, strong operating skills and access to a sufficient number of
owned and contracted rigs. The Company achieves an attractive level of profitability, based on a comparison of its net profit
after taxation with certain of its domestic peers operating in Pakistan. As a result of its exploration efficiency, successful track
record of project delivery and cost efficient operations, the Company has achieved the following returns on average capital
employed of 42%, 32% and 35% for FY 2012, FY 2013 and FY 2014 respectively. Over the last five years, its stock price has
increased by 198%, outperforming its close competitor PPL, whose stock price increased by 188%, the Peer group index
(consisting of Rosneft, Gazprom, LukOil, Sinopec, ONGC, CNOOC, PTTEP, PetroChina and Inpex), whose stock price decreased
by 32% and the S&P Oil and Gas Index, which increased by 114%. At the same time, the Company has been able to offer its
shareholders' dividends that reflect its increasing returns. In respect of profits earned in FY 2012, FY 2013 and FY 2014, the
dividend payments per share were PKR 7.25, PKR 8.25 and PKR 9.25, respectively. For the same years, the implied dividend
pay-out ratios were 32%, 39% and 32%, respectively.
3.26.5. Strong Financial Profile
The Company benefits from a debt-free balance sheet, with a net cash position of PKR 55,451 million as of June 30, 2012,
PKR 42,414 million as of June 2013 and PKR 40,114 million as of June 30, 2014. For FY 2012, FY 2013 and FY 2014, the cash
flows from operations, adjusted for investments in TFCs and PIBs (resulting from the circular debt issue), increased from PKR
116 billion to PKR 142 billion to PKR 162 billion respectively, over the same periods. This strong financial position allows the
Company to deliver on its work programs and to execute its growth plans. In addition, the Company believes that its current
net cash position and debt-free capital structure offer the financial flexibility to raise debt, if and when required, to pursue
further future business development opportunities.
3.26.6. Experienced Management and High Technical Expertise
The management team consists of highly experienced professionals with extensive knowledge of, and experience in, the oil
and gas industry, especially in Pakistan. Each member of the management team has industry experience of at least 20 years
and has contributed to the successful development of the Company. The Company has an in-house technical services division,
Petroserv Directorate ("Petroserv"), which provides seismic support, conducts drilling operations, and provides drilling related
services, civil engineering and support services to its E&P division. Petroserv assists the Company as it strives to undertake
and execute projects in a timely and efficient manner.
3.26.7. Largest Upstream Player in the Growing Pakistani Economy
The Company is the largest combined producer of crude oil and gas in Pakistan in that it contributed 29% of the country's
total natural gas production and 50% of its crude oil production for the period from July 2013 to June 2014 on a gross basis,
based on data compiled by the DGPC. It holds the largest portfolio of recoverable hydrocarbon reserves in Pakistan, at 41%
of gas and 58% of oil, respectively, as of December 31, 2013, on a gross basis (Source: Pakistan Petroleum Information Service
29
data as of December 31, 2013). The gap in domestic energy supply and demand provides further growth opportunities in a
readily available market. Furthermore, Pakistan's real GDP grew at a rate of 3.8%, 3.7% and 4.1% in the fiscal years ended
June 30, 2012, 2013 and 2014 respectively (Source: Pakistan Economic Survey 2013-14) and, according to the Business Monitor
International, is forecast to grow by 4.1% and 4.0% in calendar years 2014 and 2015.Furthermore, Pakistan's population is
expected to grow by 1.8% per annum in the near term, according to the Economist Intelligence Unit. The Company believes
that its leading position in the sector allows it to take full advantage of Pakistan's growing economy and energy demands.
30
4. UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES
4.1. UNDERWRITING
Underwriting is required for a public offering where a premium is being charged under of the provisions of rule 9(iii) of the
Companies (Issue of Capital) Rules, 1996. This Offer for Sale has not been underwritten in lieu of a relaxation of the said being
obtained from the SECP vide letter no. SMD/CO.62A/02/2014, dated September 26, 2014.
4.2. BUY BACK/REPURCHASE AGREEMENT
JOINT LEAD MANAGERS HAVE NOT ENTERED INTO ANY BUY-BACK / REPURCHASE AGREEMENT WITH THE OFFEROR OR
ANY OTHER PERSION IN RESPECT OF THIS OFFER.
4.3. COMMISSION TO THE BANKERS TO THE OFFER
Commission at the rate of 0.05% of the amount collected on allotment in respect of successful applicants will be paid by the
Offeror to the Bankers to this Offer for services to be rendered by them in connection with this Offer for Sale, plus out-of-
pocket expenses, if any.
4.4. BROKERAGE
Brokerage shall be paid to the TREC Holders of the Exchanges on both domestic Book-Building Portion and domestic Public
Offer at the rate of 0.4% of the value of shares (including premium if any) actually sold through them.
4.5. EXPENSES OF THE OFFER
All such expenses are to be borne by the Offeror. Please note that this is not an exhaustive list of expenses, of which details
are as follows:
PART 4
Details of Estimated Expenses Rate Amount (PKR)
Bankers to the Offer commission* 0.05%
Bankers to the Offer (Out-of-pocket expenses) -
Financial Advisor, Arranger 1.25%
* 0.40%
Printing and publication etc.* 8,600,000
KSE, ISE & LSE Service Charges 110,000
SECP Application and processing fees 250,000
*The costs provided are cap as agreed with the Offeror, actual may vary.
** Actual amount will be determined based on the final transaction size after the determination of Strike Price, which will
be net of out-of-pocket expenses
***Brokerage commission will only be paid to TREC holders on domestic orders
unner fees** & BookR
Brokerage to the members of KSE, LSE & ISE**
31
5. OVERVIEW, HISTORY AND PROSPECTS
5.1. COMPANY HISTORY
Oil and Gas Development Corporation ("OGDC") was established by the GoP in 1961 to undertake the exploration and
development of oil and gas resources in Pakistan. In the 1970s, the Company achieved notable exploration success with the
discovery of the Dhodak and Pirkoh gas field. In the 1980s, the field portfolio was further expanded by 21, including
(among others) Nandpur, Panjpir, Kunnar and Pasakhi. In the 1990s, the Company made 18 discoveries, including Qadirpur,
Sadqal, Missa Keswal, Rajian, Kal and Tando Allahyar.In the 2000s, the exploration success accelerated and the Company made
43 discoveries, including Chanda, Dars, Dars Deep, Pasakhi Deep, Kunnar Deep, Khewari, Bahu, Jhal Magsi, Sinjhoro, Nim,
Mela and Nashpa. The exploration success has continued since 2010 and the Company has made two discoveries in 2011
(Gopang-1 and Sheikhan-1) and two in 2012 (Nashpa-2 and Zin X-1). Since January 1, 2013, it has made four discoveries:
Nashpa-3, Zin SML-1, Suleman-1 and Saand-1 and has continued to build on its exploration successes.
In October 1997, OGDC was converted into a public limited company and renamed OGDCL, with the GoP retaining 100%
ownership. In October 2003, on behalf of the GoP, the PC divested approximately 5% of the GoP's shareholding in the Company
by way of an initial public offering on the Exchanges. The Company's Shares have been trading on all three Exchanges since
October 2003. In December 2006, the GoP divested a further 10% of its holding in the Company, 9.5% of which was in the
form of GDSs. GDSs representing OGDCL's shares have been listed and trade on the London Stock Exchange since December
2006. In August 2009, the GoP transferred 12% of its shares, representing approximately 10% of the Company's share capital,
to OGDCL Employees' Empowerment Trust set up pursuant to Benazir Employee Stock Option Scheme.
5.2. DESCRIPTION OF BUSINESS
OGDCL is the largest petroleum E&P company in the Pakistan oil and gas sector based on recoverable hydrocarbon reserves,
hydrocarbon production and exploration acreage, according to the Pakistan Energy Yearbook 2013. The primary focus is on
natural gas. The Company holds the largest portfolio of recoverable hydrocarbon reserves in Pakistan, at 41% of gas and 58%
of oil, respectively, as of December 31, 2013, on a gross basis (source: Pakistan Energy Yearbook 2013). In addition, it has
contributed 29% of the country's total natural gas production and 50% of its oil production for the period from July 2013 to
June 2014 on a gross basis (source: Pakistan Petroleum Information Service data as of June 30, 2014), based on data compiled
by the DGPC. It has the largest exploration acreage in Pakistan, covering on a gross basis 112,794 sq. kms in wholly-owned
licenses and operated joint ventures, and 26,626 sq. km of acreage shared with joint venture partners in non-operated joint
ventures, which amounts to 31% of the total onshore and offshore exploration acreage awarded as of June 30, 2014 (source:
Pakistan Petroleum Information Service data). Onshore acreage is 108,802 sq. kms and offshore acreage is 3,992 sq. kms. The
Company has 45 operated fields in production, consisting of 21 oil fields, 10 gas fields and 14 gas condensate fields. The
fields are located in all four provinces of Pakistan (Sindh (28), Punjab (11), KPK (3) and Balochistan (3)). The portfolio also
comprises of 100 development and production leases and mining leases, consisting of:
36 development and production and mining leases in which OGDCL holds 100% working interest;
32 development and production and mining leases held by joint ventures which OGDCL operates;
32 development and production and mining leases held by non-operated joint ventures in which OGDCL has a working
interest;
In addition, the Company has a portfolio of 62 operated exploration licenses, consisting of:
50 licenses in which it holds 100% working interest; and
12 licenses held by joint ventures which the Company operates.
The Company also has a working interest in 6 licenses held by its non-operated joint ventures.
As per the Reserves Report, the Company has proven gas reserves of 363.17 MMboe and proved and probable gas reserves
of 736.97 MMboe on a net basis, according to the Reserves Report. In addition, it has proved oil and condensate reserves of
96.84 MMbbl and proved and probable oil and condensate reserves of 202.13 MMbbl, according to the Reserves Report.
On a net basis (i.e. accounting for 100% owned assets and pro rata ownership in operated and non-operated joint ventures),
PART 5
32
the production volume of natural gas for FY 2014 was 428,249 MMcf, compared to 404,560 MMcf for FY 2013. Production
volume of crude oil for FY 2014 was 15,086 MMbbl, compared to 14,637 MMbbl for the year ended June 30, 2013.
5.3. DEVELOPMENT AND EXPLORATION ACTIVITIES
The Company's business focuses on upstream petroleum activities consisting of exploration activities, which are projects that
are not currently producing commercial volumes of oil, gas or LPG and are still at the exploration stage, as well as production
and development activities, which consist of its operations in fields that are either currently producing or in the development
stage. The operations include projects in which it has a 100% ownership interest, projects that it jointly owns with joint venture
partner(s) but operate themselves, as well as projects in which it has a working interest and are operated by its joint venture
partners. Upon making a commercially viable discovery during the initial exploration phase, the relevant project is transitioned
into the development phase and is recorded as part of the Company's production and development portfolio.
The Company has an integrated exploration and development structure whereby divisions specialize in, and are responsible
for, individual stages of reconnaissance, exploration, development and production. Initial exploration activities are conducted
through its Exploration Division, which undertakes exploration, seismic interpretation and basin study activities. The in-house
technical services division, Petroserv, provides seismic support and conducts drilling operations, drilling related services and
civil engineering and support services to the E&P division. When a project is determined to be commercially viable for
development or additional capacity or upgrades are determined necessary at an existing facility, infrastructure support is
provided by the projects department of the Production Directorate.
The following map illustrates the locations of our major oil and gas fields:
5.3.1. Development and Production
The Company is the largest petroleum E&P company in the Pakistan oil and gas sector based on recoverable hydrocarbon
reserves, hydrocarbon production and exploration acreage, according to the Pakistan Energy Yearbook 2013. It contributed
29% of the country's total natural gas production and 50% of its oil production for the period from July 2013 to June 2014
on a gross basis, based on data compiled by the DGPC. It currently has 45 operated fields in production, consisting of 21 oil
fields, 10 gas fields and 14 gas condensate fields.
For FY 2014, the daily average net production was 41,330 bpd of crude oil, 1,173 MMscfd of gas, 179 Mtpd of LPG and 93
Mtpd of sulphur. Nashpa, Kunnar and Mela are its most important operated oil producing fields, accounting for approximately
26%, 9% and 3% of its net oil production for FY 2014, respectively. Adhi, Makori and Manzalai are its most important non-
operated oil producing fields, accounting for approximately 8%, 7%, and 4% of its net oil production for FY 2014, respectively.
Qadirpur, Uch and KPD-TAY are the most important operated gas producing fields, accounting for 29%, 20% and 10 %of its
net gas production for FY 2014, respectively. Kadanwari, Manzalai,Bhit and Mianoand are its most important non-operated
gas producing fields, accounting for approximately 7%, 6%, 5% and 3% of its net gas production for FY 2014, respectively.
33
As of June 30, 2014, the Company had total gross acreage of 112,794 sq. kms and net developed acreage of 30,981.41 sq.kms
as well as 81,812.15 sq. kms of gross undeveloped acreage.
The following table sets forth the development and production portfolio in the operated joint venture leases as of June 30,
2014:
Field District/Province
Net 2P Reserves
Net production
for the year
ended June 30,
2014 / Average
per day
Working interest
Date of
expiration
MMboe % of gas
E
v
a
l
u
a
t
e
d

P
r
o
p
e
r
t
i
e
s

(
c
o
v
e
r
e
d

b
y

t
h
e

R
e
s
e
r
v
e
s

R
e
p
o
r
t
)
Adhi Rawalpindi
& Jehlum, Punjab
53.894 65.51%
(Calculated
using Sales Gas
MMboe of
35.304)
(bbls)
7,267.77/19.9
(MMscf)
PPL* 39%,
Company 50%,
POL 11%
12/11/2014
Badhra Dadu, Sindh 1.532 100%
(Calculated
using Sales Gas
MMboe of
1.532)
639/2 (bbls)
1952/ 5
(MMscf)
ENI* 40%
Company 20%
PKP KPBV 28%
PKP KIR-B.V. 6%
PKP KIR-B.V. II 6%
07/01/2027
Badhra
North
Dadu, Sindh 0.555 100%
(Calculated
using Sales Gas
MMboe of
0.555)
670/2 (bbls)
3039/ 8
(MMscf)
ENI* 40%
Company 20%
PKP KPBV 28%
PKP KIR-B.V. 6%
PKP KIR-B.V. II 6%
Applied for
D& PL.
Approval
awaited from
DGPC
Bhit Dadu, Sindh 9.244 99.57%
(Calculated
using Sales Gas
MMboe of
9.204)
27248/75 (bbls)
21153/ 58
(MMscf)
ENI* 40%
Company 20%
PKP KPBV 28%
PKP KIR-B.V. 6%
PKP KIR-B.V. II 6%
20/09/2020
Kadanwari Khairpur, Sindh 19.170 99.43%
(Calculated
using Sales Gas
MMboe of
19.060)
28270/ 73
(MMscf)
ENI* 18.42%
Company 50%
PKP KPBV 28%
PKP-Kad Ltd 15.79%
PKP-Kad II Ltd 15.79%
01/12/2017
Makori Karak, KPK 0.104 71.15%
(Calculated
using Sales Gas
MMboe of
0.074 )
14683/40.25
(bbls)
335/
0.917(MMscf)
MOL* 8.421%
Company 27.7632%
PPL 27.7632%
GHPL 15%
POL 21.0526%
15/04/2035
Makori East
(Makori Gas
Processing
Facilities)
Karak, KPK 24.682 32.06%
(Calculated
using Sales Gas
MMboe of
7.912)
1020211/2795
(bbls)
3939/
11(MMscf)
MOL* 8.421%
Company 27.7632%
PPL 27.7632%
GHPL 15%
POL 21.0526%
08/10/2038
Mamikhel Kohat, KPK 3.121 77.9%
(Calculated
using Sales Gas
MMboe of
2.431)
223189/611
(bbls)
4944/ 14
(MMscf)
MOL* 8.421%
Company 27.7632%
PPL 27.7632%
GHPL 15%
POL 21.0526%
"DOC"
submitted to
DGPC on
June-4, 2014
and Field
Development
Plan will be
submitted to
DGPC
tentatively
within 6
months from
the date of
submission of
"DOC" &
pending with
DGPC
Manzalai
(Manzalai
Gas
Processing
& Central
Processing
Facilities)
Karak,
Kohat & Bannu,
KPK
10.475 92.55%
(Calculated
using Sales Gas
MMboe of
9.695)
(bbls)
10130/
28(MMscf)
MOL* 8.421%
Company 27.7632%
PPL 27.7632%
GHPL 15%
POL 21.0526%
10/01/2032
1,224,414/3354
121,313/332
34
Net 2P Reserves
Net production
for the year
ended June 30,
2014/ Average
per day
Working interest
Date of
expiration
MMboe % of gas
Maramzai Kohat, KPK 18.390 82.33%
(Calculated
using Sales Gas
MMboe of
15.140)
362470/993
(bbls)
9730/
27(MMscf)
MOL* 8.421%
Company 27.7632%
PPL 27.7632%
GHPL 15%
POL 21.0526%
"DOC"
submitted to
DGPC on Aug-
8, 2014 and
Field
Development
Plan will be
submitted to
DGPC
tentatively
within 6
months from
the date of
submission of
"DOC" and
pending with
DGPC.
Pindori Chakwal , Punjab 1.307 31.14%
(Calculated
using Sales Gas
MMboe of
0.407)
50742/139.019
(bbls)
139.71/ 0.38
(MMscf)
AOC 15%
POL 35%
11/04/2015
N
o
n
-
E
v
a
l
u
a
t
e
d

P
r
o
p
e
r
t
i
e
s
Ali Zaur Badin, Sindh N/A N/A - UEPL* 60%,
Company 15%,
GHPL 25%
06/04/2015
Badar ML Kashmor, Sukkur
&Ghotki, Sindh
N/A N/A 2358.93/ 6.46
(MMscf)
P
Company 50%,
SHERRITT 15.79%,
SEPL 7.89%
Applied &
Pending with
DGPC
Bhangali Gujjar Khan,
Punjab
N/A N/A - OPL 40% the
Company 50%
AOC 3% POL 7%
27/06/2015
Buzdar
South Deep
District Badin,
Sindh
N/A N/A 97276/266.51
(bbls)
2802.48/7.6 8
(MMscf)
UEPL* 51
49%
30/12/2019
Dhurnal ML Attock, Punjab N/A N/A 9104/24.94
(bbls)
33.59/.09
(MMscf)
OPL* 70% the
Company 20% AOC
5% POL 5%
31/03/2015
Fateh Shah
North
Thatta, Sindh N/A N/A 27.77/0.08
(MMscf)
UEPL 60%,the
company 15%, GHPL
25%
Applied on
March 18,
2014 &
Pending with
DGPC
Jabo Tehsil
GolarchiDist Badin
N/A N/A 69670/190.70
(bbls)
89.34/0.24
(MMscf)
UEPL* 51% Company
49%
06/07/2017
Jagir Badin, Sindh N/A N/A 10762/29.48
(bbls)
3.35/0.01
(MMscf)
UEPL 76%,the
company 24%
01/01/2018
Jalal District
Hyderabad, Sindh
N/A N/A 389/1.06 (bbls)
311.31/0.85
(MMscf)
UEPL* 51% Company
49%
To be applied
Jhaberi
South
Badin, Sindh N/A N/A 4235/11.60
(bbls)
3.79/0.01
(MMscf)
UEPL 60%,the
company 15%, GHPL
25%
26/03/2017
Kato Tehsil
TandoMuhammed
Alam, Dist. Badin
N/A N/A 14.28/0.04
(MMscf)
UEPL* 51% Company
49%
06/07/2017
Company* 50%
EL* 26.32%,
% Company
35
Net 2P Reserves
Net production
for the year
ended June 30,
2014/ Average
per day
Date of
expiration
MMboe % of gas
Ismail Hyderabad, Sindh
Miano Sukkur, Sindh N/A N/A 12870.33/35.26
(MMscf)
OMV* 17.68%, the
Company 52%, PPL
15.16%, ENI 15.16%
Applied on
June 26, 2014
& Pending
with DGPC
Muban District
Hyderabad, Sindh
N/A N/A 23560/64.55
(bbls)
6.23/0.02
(MMscf)
Company 24%
Applied June
17, 2013 &
Pending with
DGPC
Paniro Tehsil Matli Dist.
Badin
N/A N/A 39369/107.86
(bbls)
34.53/0.09
(MMscf)
UEPL* 51%
Company 49%
Applied on
July 03, 2012
& Pending
with DGPC
Pindori Chakwal, Punjab N/A N/A 50748/139.03
(bbls)
142.10/0.39
(MMscf)
POL* 35%,
Company 50%,
AOC 15%
11/04/2015
Pir Tehsil
Golarchi Dist Badin
N/A N/A 0.50/0.0
(MMscf)
UEPL* 51% Company
49%
Applied on
July 03, 2012
& Pending
with DGPC
Raj District
Hyderabad, Sindh
N/A N/A - UEPL 76%
Company 24%
Applied on
January 18,
2010 &
Pending with
DGPC
Ratana Attock, Punjab N/A N/A 44892/122.99
(bbls)
815.83/2.24
(MMscf)
Company 25%
AOC 4.545%
POL 4.545%
Applied &
Pending with
DGPC
Rind Tehsil
Tando Muhammed
Alam, Dist. Badin
N/A N/A - UEPL* 51%
Company 49%
Applied July
03, 2012 &
Pending with
DGPC
Sakhi Deep Tando
Muhammad Khan,
Sindh
N/A N/A 336/0.92 (bbls)
69.56/0.19
(MMscf)
Company 24%
31/05/2017
Sara Ghotki, Sindh N/A N/A -
Company 40%
06/07/2016
Shahdino Badin, Sindh N/A N/A - UEPL 60%,
Company 15%,
GHPL 25%
31/12/2014
Suri Ghotki, Sindh N/A N/A -
Company 40%
29/06/2015
Zaur District Badin,
Sindh
N/A N/A
(bbls)
143.43/0.39
(MMscf)
UEPL* 51% Company
49%
19/11/2014
Meyun District N/A N/A 14/01/2015
6759/18.52
(bbls)
221.42/0.61
(MMscf)
UEPL* 51%
Company 49%
Working interest
UEPL* 76%,
OPL* 65.91%
UEPL* 76%,
SEPL* 60%,
SEPL* 60%,
42,428/116.24
* - denotes operatorship
** - renewal application pending
36
The following table sets forth the net historical production volumes of crude oil and condensate for each of the wholly-owned
and operated and non-operated joint venture fields, in the aggregate, for each of FY 2012, FY 2013 and FY 2014:
2,940 1,073,068 3,686 1,345,879 4,082
1,687,987 4,612 1,698,283 4,653 1,612,937 4,418
2013 2014
Total Daily Total Daily Total Daily
Own fields (100%) BBLs
Bobi (Chak 5 Dim, Bobi/Dhamarkhi, Chak 5 Dim
South) 549,850 1,502 517,375 1,417 462,950 1,268
Dakhni/Dakhni Deep 477,320 1,304 424,280 1,162 393,418 1,078
Dhodak 41,643 114 39,775 109 24,918 68
Fimkassar 60,965 167 46,285 127 44,157 121
Kal 163,209 446 145,661 399 123,494 338
KPD TAY (Kunnar, Kunnar Deep, Kunnar West,
Thora Deep, Pasakhi Deep, Pasakhi West Deep) 1,930,203 5,274 2,039,084 5,587 1,669,808 4,575
Missakeswal 116,631 319 61,581 169 27,571 76
Nur-Bagla 18,656 51 43,652 120
Pasahki, Pasahki North and Pasahki NE
Rajian 518,405 1,416 559,776 1,534 598,425 1,640
Sadqal 47,039 129 23,191 64 20,624 57
Tando Alam Oil Complex (Lashari Center,
Missan, Sono, Tando Alam and Thora) 1,494,288
Toot 67,574 185 133,154 365 130,854 359
Uch 6,643 18 5,531 15 9,254 25
Sub Total (A) 7,161,757 19,568 7,058,511 19,338 6,235,130 17,083
Operated JV Fields (OGDCL's Share)
ChakNaurang (85%) 103,768 284 103,679 284 97,491 267
Chanda (72%) 1,034,405 2,826 863,810 2,367 695,028 1,904
Jakhro (77.5%) 46,277 127
Mela (56.45%) 978,943 2,675 752,583 2,062 435,232 1,192
Nashpa (56.45%) 1,825,474 4,987 2,734,978 7,493 3,857,218 10,568
Nim Block (Gopang, NooraiJagir and Pakhro) 4,211 12 597 2 7,815 21
Qadirpur (75%) 237,611 649 225,623 618 219,285 601
Sheikhan (30%) 344 1 43 0
Sinjhoro Block(Chak 63, LalaJamali, Chak 7A,
Hakeem Daho, Baloch, Chak 66, Chak 63 SE,
Chak 2 [and Chak-66 NE]) 138,109 378 193,429 530
Sub Total (B) 4,184,756 11,434 4,819,422 13,204 5,551,775 15,210
Net Operated Production (A+B) 11,346,513 31,001 11,877,933 32,542 11,786,905 32,293
OGDCL Share in Non-Operated JV (C) 2,420,473 6,614 2,758,763 7,559 3,298,690 9,037
OGDCL's Total Net Production (Operated + Non.
Opt)
13,766,986 37,615 14,636,696 40,101 15,085,595 41,330
2012
For the year ended June 30,
37
The following table sets forth the net historical production volumes of gas for each of its wholly-owned and operated and
non-operated joint venture fields, in the aggregate, for each of FY 2012, FY 2013 and FY 2014:
2012 2013 2014
Total Daily Total Daily Total Daily
Own fields (100%) MMscf
Bahu................................................................................... 7,352 20 1,998 5 - -
Bobi (Chak 5 Dim, Bobi/Dhamarkhi, Chak 5 Dim South) 4,427 12 4,362 12 4,478 12
Dhachrapur ........................................................................ 961 3
Dakhni/Dakhni Deep.......................................................... 15,305 42 15,290 42 15,152 42
Dhodak............................................................................... 832 2 781 2 660 2
Hundi and Sari Sing............................................................ 460 1 471 1 736 2
Kunnar &KPD TAY (Kunnar Deep, Kunnar West, Thora
Deep, Pasakhi Deep, Pasakhi West Deep) 15,996 44 42,016 115 43,271 119
Loti...................................................................................... 9,595 26 8,244 23 7,252 20
Nandpur and Punjpir ......................................................... 10,979 30 11,986 33 13,573 37
Nur-Bagla ........................................................................... 1,122 3 2,742 8
Pirkoh ................................................................................. 3,977 11 3,576 10 3,110 9
Sadqal and BhalSyedan 573 2 520 1 339 1
Uch..................................................................................... 70,076 191 61,779 169 83,936 230
Sub Total (A) 139,573 381 152,145 417 176,210 483
Operated JV Fields (OGDCL's Share)
Chanda (72%) ..................................................................... 1,920 5 1,724 5 1,388 4
Jakhro (77.5%).................................................................... 826 2
Maru -Reti (Reti, Maru South and Maru) (57.76%)........... 1,025 3
Mela (56.45%).................................................................... 3,432 9 3,540 10 2,193 6
Nashpa (56.45%) ................................................................ 5,914 16 8,840 24 13,024 36
Nim Block (Gopang, NooraiJagir and Pakhro) (77.5%)...... 364 1 136 - 314 1
Qadirpur (75%)................................................................... 135,809 371 128,512 352 123,568 339
Sheikhan (30%) .................................................................. 93 0 22 0
Sinjhoro Block (Chak 63, LalaJamali, Chak 7A, Hakeem
Daho, Baloch, Chak 66, Chak 63 SE, Chak 2 [and Chak-66
NE]) (62.5%) ....................................................................... 1,243 3 2,225 6
Sub Total (B) 147,532 403 144,017 395 144,563 396
Net Operated Production (A+B).................................... 287,105 784 296,162 811 320,773 879
OGDCL Share in Non-Operated JV (C) .............................. 112,310 307 108,398 297 107,476 294
OGDCL's Total Net Production (Operated + Non. Opt) 399,414 1,091 404,560 1,108 428,249 1,173
5.3.2. Exploration
The Company conducts exploration activities throughout Pakistan in order to maintain its current reserve base and to support
its long-term production growth strategy. It currently has 50 exploration licenses in which it has 100% working interest, 12
exploration licenses held by joint ventures that they operate, as well as working interest in six exploration licenses held by
theirnon-operated joint ventures. For these licenses, the Company's total commitment with respect to expenses is approximately
PKR 27,036 million as of June 30, 2014.
Exploration projects, including interests in joint ventures operated by other E&P companies, primarily those that have neither
entered the development phase nor are currently producing commercial volumes of oil, gas or LPG. The exploration activities
include seismic data acquisition and drilling of exploration wells. Company also conducts exploration activities on producing
fields in order to expand its reserves portfolio. As of June 30, 2014, the Company has drilled 329 exploration and appraisal
wells and 354 development wells since FY 1964, including wells drilled for joint ventures operated by itself. The Company has
devoted significant investment to exploration activities over the past five decades, resulting in a number of major discoveries.
38
It is continuing to invest in exploration activities in order to sustain and improve its production performance and expand its
resource portfolio. It has made exploration investments of PKR 10,024 million, PKR 15,838 million PKR 13,069 million in FY
2012, FY 2013 and FY 2014, respectively.
Over the last 10 years, in particular, it has significantly increased its exploration efforts. The success of these efforts is evident
from its recent exploration successes and extensive current exploration program. For example, the Company was awarded
29 new exploration licences for 29 new blocks in FY 2014. It currently has the largest exploration acreage in Pakistan, consisting
of 112,794 sq. km of acreage in its wholly-owned licences and operated joint ventures and 26,626 sq. km of acreage shared
with joint venture partners in its non-operated joint ventures, with a 31% share in terms of total exploration onshore and
offshore acreage awarded in Pakistan as of June 30, 2014 (Source: Pakistan Petroleum Information Service data, as of June
30, 2014).
The following map illustrates areas covered by its operated and non-operated concessions:
In FY 2014, the Company maintained its exploration and development activities, having spudded a total of 17 wells, which
consisted of 8 exploratory wells and appraisal wells and 9 development wells.
The exploration activities are initiated by the Exploration Department, which primarily is responsible for executing all exploration
activities. Company has its own seismic acquisition crews, seismic data processing centre and interpretation facilities. The
Exploration Department has a Basin Studies team which contributes to identifying potential areas of interest in all basins of
the country. In support of that, a basin study project was conducted in the 1980s and recently the Company has completed
another basin study project with a third party contractor, which found that Pakistan is an area of high hydrocarbon potential.
The Company works on many of its exploration projects with joint venture partners, which have allowed it to exchange
technical knowledge with other leaders in the Pakistani oil and gas industry, while also allowing it to share the costs and risks
associated with exploration efforts. When considering potential partners for joint venture relationships, ittakes into account
the reputation and technological contribution of the potential partner to the operation as well as the overall financial
commitment to the project.
39
The following table sets forth the exploration licences in which we have a 100%-working interest as of June 30, 2014:
Fateh Jang Islamabad, Rawalpindi& Attock 1,080.43 10/03/2015 100%
Jandran Loralai, Barkhan and Kohlu 408.00
12/11/2000, Force
Majeure
(1) 100%
Rachna Lieah, Jhang and Khanewal 1,189.55 25/09/2014 100%
Saruna Khuzdar and Lasbella 2,431.62
16/02/2007, Force
Majeure
(1) 100%
Shahana Kharan and Panjgur 2,445.06
28/12/2007, Time
Compensation
(2) 100%
Multan
North
Lieah and Jhang 1,749.28 09/12/2014 100%
Samandar Awaran and Uthal 2,495.33
05/07/2008, Time
Compensation
(2) 100%
Latamber
Bannu and the tribal area
adjacent to Bannu
331.47 13/12/2013
(3)
100%
Tigani
Shikarpur, Sukkur,
Kandhkot&Kashmore
270.6 16/04/2015 100%
Thano Beg Lasbela, Jamshoro and Karachi 2404.73 13/09/2011
(3)
100%
Thal Khairpur, Sukkur and Ghotki 1,622.67 03/03/2015 100%
Wali
Bannu, LakiMarwat, South
Waziristan Agency and the tribal
area adjacent to Tank
2,179.26 13/12/2013
(3)
100%
Mianwali
Mianwali, Chakwal, Khushab and
LakiMarwat
2,280.91 31/08/2014
(3)
100%
Soghri Kohat and Attock 410.36 08/02/2013
(4)
100%
Shaan
Zhob, QilaSaifullah and Musakhel
Bazar
2,489.80
12/07/2010, Time
Compensation
(2) 100%
Mari East Ghotki, R.Y. Khan and Rajanpur 1,399.44 20/10/2015
(3)
100%
LakhiRud
Musakhel, Barkhan, Loralai and
Kohlu
2,488.78 31/03/2015 100%
Channi Pull
Rawalpindi and Islamabad 148.02 15/08/2014
(3)
100%
Jandran
West
Kohlu and Barkhan 759.46
15/02/2013, Time
Compensation
(2) 100%
Eastern
Offshore
Indus-A
Offshore Area 2,500.00 04/10/2014 100%
Offshore
Indus-R
Offshore Area 1,492.23 18/10/2014 100%
Ladhana
Muzaffargarh, Layyah and
Multan
2,409.05 09/02/2017 100%
Fatehpur
Layyah, Muzaffargarh, Khanewal
and Multan
2,430.84 09/02/2017 100%
Ranipur
Khairpur, Larkana and
NausharoFeroz
2,379.52 09/02/2017 100%
Armala Tharparker 2,488.98 09/02/2017 100%
Baratai Kohat 38.92 09/02/2017 100%
Rasmalan Pasni, Awaran and Lasbela 1,463.74 09/02/2017 100%
Parkani-B Awaran and Pasni 1,908.31 09/02/2017 100%
Pasni West Pasni, Gawadar and Kech 2,293.40 20/02/2017 100%
Alipur
Multan, Bahawalpur, Rahimyar
Khan and Muzaffargarh
2,425.55 20/02/2017 100%
Khanpur Rahimyar Khan 2,494.92 20/02/2017 100%
Pezu
D. G. Khan, LakkiMarwat, Tank,
D.I. Khan and the tribal area
adjacent to D.I. Khan
2,430.73 20/02/2017 100%
Orakzai Kurram, Orakzai and Hangu 1,708.04 27/02/2017 100%
Hetu Bhakkar, Mianwali and D.I. Khan 2,432.37 27/02/2017 100%
Zorgarh
Ghotki, Jafferabad, Kashmore,
Dera Bugti and Rajanpur
2,402.48 27/02/2017 100%
Parkini Block-
A
Awaran and Kech 1,892.10 20/03/2017 100%
Palantak Kharan and Panjgur 2,457.01 20/03/2017 100%
Rasmalan
West
Awaran and Pasni 1,639.69 20/03/2017 100%
Bostan
Ziarat, Pishin, Qila Abdullah and
Quetta
2,337.50 20/03/2017 100%
Gawadar Gawadar, Pasni and Kech 2,407.01 20/03/2017 100%
Kharan-3 Kharan and Noshki 2,487.46 20/03/2017 100%
Blocks Districts/Province
Working
Interest
Area (sq.
kms)
Date of
Expiration
Rakhshan Kharan 2,459.17 20/03/2017 100%
South Kharan
Kharan 2,187.48 20/03/2017 100%
Bela North Khuzdar, Awaran and Lasbela 2,045.73 20/03/2017 100%
Khuzdar
North
Khuzdar 2,451.44 20/03/2017 100%
Zhob
Zhob, Musakhel Bazar and Tribal
Area of D.I. Khan
2,473.45 20/03/2017 100%
Tirah
Khyber, Kurram and Orakzai
Agencies
1,945.64 20/03/2017 100%
Warnali Chakwal, Jhelum and Rawalpindi 718.57 20/03/2017 100%
Khiu Bhakkar and Khushab 2,395.64 20/02/2017 100%
Layyah
Layyah, D.G. Khan and
Muzaffargarh
2,459.20 20/02/2017 100%
40
1) Reference to "force majeure" means that the term of the license has been suspended and does not continue to run for as long as force
majeure circumstances exist in the relevant block.
(2) Reference to "time compensation" means that a three-month extension of the initial license term has been agreed due to force majeure,
natural disasters or other similar circumstances preventing the Company from exploration activities in the relevant block.
(3) The Company has applied for an extension of the term of the concession agreement.
(4) Extended until 6 months after rig release of Soghri X-1 well.
The following table sets forth the operated joint venture exploration licenses with Government Holdings (Private) Limited
("GHPL")as of June 30, 2014:
Area (sq.
kms)
Date of
Expiration
Working Interest
Bitrisim Nawabshah, Khairpur and Sanghar 1,445.11 13/08/2015 95%
Khewari Khairpur and Nawabshah 1,276.40 27/09/2014
(1)
95%
Nim
Hyderabad&Tando Muhammad
Khan
229.58 01/10/201 5 95%
Tando Allah Yar Hyderabad and Matiari 403.34 20/05/2015 95%
Zin Dera Bugti, Kohlu and Nasirabad 5,559.74 01/06/2014
(2)
95%
(2) The Company has requested a waiver from DGPC for failure to apply for an extension in time. DGPC's response is pending.
The following table sets forth the operated joint venture exploration licences with other E&P companies as of June 30, 2014
Gurgalot Kohat and Attock 347.84 09/08/2014
The Company75%,
POL20%,
GHPL5%
Nashpa
Kohat, Karak, Mianwali and the tribal area
adjacent to Bannu
778.94 16/4/2015
The Company65%,
PPL30%,
GHPL5%
Blocks Districts/Province Area (sq. kms)
Date of
Expiration
Working
Interest
Kohat
Kohat, Naushera, Orakzai Agency, Hangu,
Peshawar, the tribal area adjacent to Kohat and
the tribal area adjacent to Peshawar
1,107.21 19/06/2015
the Company30%,
Tullow40%,
MGCL20%,
Saif Energy10%
Sinjhoro Sanghar and Khairpur 1,283.43 0/05/201 5
(1)
the Company76%,
OPL19%,
GHPL5%
Kalchas Kohlu, Dera Bugti and Rajanpur 2,068.32 31/12/2014
the Company50%,
MPCL20%,
Tullow30%
Kohlu Kohlu, Dera Bugti and Barkhan 2,459.11 31/12/2014
the Company40%,
MPCL30%,
Tullow30%
Guddu
Rajanpur, Rahim Yar Khan, Ghotki and
Khashmore
2,093.40 24/05/2015
the Company70%,
IPRTOC11.5%,
SEPL13.5%,
GHPL5%
Working
Interest
Area (sq.
kms)
Date of
Expiration
41
The following table sets forth thenon-operated joint venture exploration licenses as of June 30, 2014:
Blocks Districts/Province Area (sq. kms)
Date of
Expiration
Working Interest
Block-28 Sibbi, Kohlu and Loralai 6,200.00
14/01/1991 , Force
Majeure
(1)
Tullow 95%,
the Company 5%
Bannu West
Bannu and North Waziristan 1,229.57
31/08/2013 , Force
Majeure
(1)
Tullow 40%,
the Company 40%,
MPCL 10%,
SEL 10%
Tal Block Kohat, Karak and Bannu 3305.86 17/06/2014
(2)
MOL 10%,
the Company 30%,
PPL 30%,
POL 25%,
GHPL 5%
Offshore
Indus-U
Offshore Area 6,294.28 04/03/2015
UEPL 72.5%,
the Company 27.5%
Offshore
Indus-S
Offshore Area 2,129.91 04/03/2015
UEPL 50%,
the Company 50%
Offshore
Indus-G
Offshore Area 7,466.00 30/06/2014
(2)
ENI 25%,
the Company 25%,
PPL 25%,
UEPL 25%
(1) Reference to "force majeure" means that the term of the license has been suspended and does not continue to run for
as long as force majeure circumstances exist in the relevant block.
5.4. OIL AND GAS RESERVES
This OFSD contains information concerning the crude oil, LPG, condensate and gas reserves derived from the Reserves Report
as of July 1, 2014. Based on internal management estimates, the management believes that the reserves attributable to the
evaluated properties in the Reserves Report represent approximately 90% of the Company's proved and probable reserves
as at 1 July 2014.
The following table sets forth the proved and probable reserves attributable to the Company's evaluated properties as per
the Reserves Report:
Proved developed
Oil and Condensate (MMbbl)
Sales Gas (bscf)
Sales Gas (MMboe)
Proved undeveloped:
OilandCondensate (MMbbl)
Sales Gas (bscf)
Sales Gas (MMboe)
Total proved:
Oil and Condensate(MMbbl)
Sales Gas (bscf)
Sales Gas (MMboe)
Probable:
Oil and Condensate (MMbbl)
Sales Gas (bscf)
Sales Gas (MMboe)
69.10
2,379.43
275.88
27.74
896.33
87.29
96.84
3,275.76
363.17
105.28
2,625.54
373.79
Total Probable (MMboe) 479.07
As at July 1, 2014
42
Source: Pakistan Energy Yearbook 2013
(1) Excluding petroleum products exports and bunkering
(2) Including imports and production from field plants
(3) Converted at 10,000 Btu/kWh to represent pri mary energy equi val ent of hydro and nucl ear el ectri ci ty as i f thi s was
generated by using fossil fuels
(4) WAPDA importing electricity from Iran since October 2002.
Pakistan's energy consumption showed a moderate CAGR of 0.4% from FY 2008 to FY 2013, with an increase in consumption
of 3.05% and 0.40% year on year in FY 2012 and FY 2013 respectively. Between FY 2009 and FY 2013, gas consumption
increased by a CAGR of 2%. Oil consumption increased by 3% in the same period. In FY 2013, energy consumption increased
in the domestic, commercial and transport sectors by 8.10%, 3.74% and 1.20% respectively, as compared to FY 2012.In the
same period, the industrial and agricultural sectors experienced negative growth of -5.18% and -8.39% respectively. The figures
for final consumption by source are as follows:
Final Energy Consumption by Source in Mmtoe
Source 2008 % 2009 % 2010 % 2011 % 2012 % 2013 % CAGR
Oil
(1)
.......................... 11.53 29.3% 10.84 29.0% 10.83 27.9% 11.25 29.0% 11.62 29.0% 12.22 30.4% 1.2%
Gas
(2)
......................... 15.88 40.3% 16.31 43.7% 17.02 43.9% 16.78 43.2% 17.62 44.0% 17.52 43.6% 2.0%
Coal
(2)
........................ 5.40 13.7% 3.89 10.4% 4.28 11.0% 4.02 10.4% 4.06 10.1% 3.66 9.1% (7.5)%
Electricity
(3)
.............. 5.98 15.2% 5.73 15.3% 6.05 15.6% 6.28 16.2% 6.25 15.6% 6.25 15.6% 0.9%
LPG
(3)
....................... 0.62 1.6% 0.57 1.5% 0.58 1.5% 0.50 1.3% 0.48 1.2% 0.53 1.3% (3.1)%
TOTAL .................... 39.41 100% 37.34 100% 38.77 100% 38.84 100% 40.02 100% 40.18 100% 0.4%
As at July 1, 2014
5.5 E&P SECTOR
5.5.1. OVERVIEW OF PAKISTAN'S ENERGY SECTOR
Pakistan's primary energy supplies in FY 2013 were 64.59 Mmtoe, with oil and gas jointly comprising 80% of energy supplies
(source: Pakistan Energy Yearbook 2013). This comprises approximately 32.5% oil and 48.2% gas. During the month of March
2014, Pakistan produced 87 MMbbl per day of oil, and 4,075 MMscfd of gas (Source: Pakistan Petroleum Information Service
data as of June 30, 2014). Overall, the primary commercial energy supply mix between FY 2008 and FY 2013 did not change
significantly. Other sources of energy include LPG, coal, hydroelectricity and nuclear electricity. The following table sets forth
the primary energy supplies by source in Mmtoe:
Proved plus Probable:
Sales Gas (bscf)
Sales Gas (MMboe)
Total Proved plus Probable (MMboe)
202.13
5,901.29
736.97
939.10
Primary Energy Supplies by Source in Mmtoe
Source 2008 % 2009 % 2010 % 2011 % 2012 % 2013 % CAGR
Oil
(1)
.......................... 19.20 30.5% 20.10 32.1% 19.81 31.4% 20.67 32.0% 19.96 30.8% 20.97 32.5% 1.8%
Gas............................ 29.87 47.5% 30.26 48.3% 30.80 48.8% 30.68 47.6% 32.03 49.5% 31.14 48.2% 0.8%
LPG
(2)
....................... 0.42 0.7% 0.40 0.6% 0.40 0.6% 0.34 0.4% 0.32 0.4% 0.31 0.5% (5.9%)
Coal .......................... 5.78 9.2% 4.73 7.6% 4.62 7.3% 4.35 6.7% 4.29 6.6% 3.86 6.0% (7.8)%
Hydro Electricity
(3)
... 6.85 10.9% 6.63 10.6% 6.71 10.6% 7.59 11.8% 6.81 10.5% 7.13 11.0% 0.8%
Nuclear Electricity
(3)
. 0.73 1.2% 0.38 0.6% 0.69 1.1% 0.82 1.3% 1.27 1.9% 1.09 1.7% 8.2%
Imported Electricity
(4)
0.04 0.1% 0.05 0.1% 0.6 0.1% 0.06 0.1% 0.06 0.1% 0.09 0.1% 13.5%
TOTAL .................... 62.92 100.0% 62.57 100.0% 63.09 100.0% 64.52 100.0% 64.73 100.0% 64.59 100.0% 0.5%
Source: Pakistan Energy Yearbook 2013
(1) Excluding consumption for power generation.
(2) Excluding consumption for power generation and feedstock.
(3) @3412 Btu/kWh being the actual energy content of electricity.
and Condensate (MMbbl) Oil
43
In FY 2013, total final energy consumption was 40.18 Mmtoe. Oil and gas jointly accounted for 74.0% of this total. While
current gas consumption is entirely met by domestic production, Pakistan imports significant quantities of crude oil and
petroleum products to supplement local crude oil production. During FY 2013, Pakistan's oil and petroleum product imports
stood at 7.65 Mmtoe and 10.62 Mmtoe respectively, in addition to domestic crude output of 3.73 Mmtoe(source: Pakistan
Energy Yearbook 2013).
5.5.2. OIL AND GAS-INDUSTRY STRUCTURE
UPSTREAM
Pakistan has a sedimentary area of 827,268 sq. kms and there are on-going exploration activities by several local and foreign-
owned E&P companies.
As of June 30, 2014, a total of 888 exploration and 1,217 development wells had been drilled in Pakistan, representing an
exploration drilling density of one well per 1,376 sq. kms of sedimentary area (Source: Pakistan Petroleum Information Service
data as of June 30, 2014). As of July 1, 2013, a total of 260 oil and gas or gas-condensate discoveries had been made, consisting
of 76 oil discoveries and 184 gas or gas-condensate discoveries.For the period ending June 30, 2014, Pakistan's exploration
success ratewas 1:3.1 (Source: Pakistan Petroleum Information Service data as of June 30, 2014).
Pakistan's upstream oil and gas sector is comprised of 29 operating and 25 non-operating companies, including both locally
owned and foreign owned companies(source: Pakistan Energy Yearbook 2013; Pakistan Petroleum Information Service data
as of June 2014).
[THIS SPACE LEFT BLANK INTENTIONALLY]
44
(1) Reserves as used in this paragraph are as defined by the Pakistan Energy Yearbook, which may differ from the way the
Company defines their reserves.
(2) Production figures given here may differ from those given in previous sections since the Pakistan Energy Yearbook 2013 and
the Pakistan Petroleum Information Service report reserves on a gross basis.
As of December 31, 2013, E&P activity in Pakistan has resulted in cumulative original gas reserves of 56.10 Tscf and cumulative
original crude oil reserves of 1,109 MMbbls. Remaining recoverable reserves stood at 24.54 Tscf of gas and 361.87 MMbbls
of oil. In terms of remaining net recoverable gas reserves, the Company had the highest gas reserves as of December 31, 2013
accounting for approximately 41.18% of the total, followed by MOL with approximately 15.68% of the total and PPL with
approximately 14.51% of the total. The Company is also the leader in the sector with respect to crude oil reserves, with a
share of approximately 57.62% as of December 31, 2013, followed by MOL with approximately 16% of the total and PPL with
approximately 10% of the total (Source: Pakistan Energy Yearbook 2013). As of June 30, 2013, the Company's gas production
stood at 397,632 MMscf. The production reflected 26.41% of overall Pakistani natural gas production, with PPL and MPCL
each contributing 17.15% and 14.04% of production, respectively. As of June 30, 2013, the Company's crude oil production
stood at 41,401 bpd. The production reflected 54.28% of overall oil production with UEPL and PPL each contributing 15.23%
and 8.61% of production, respectively (Source: Pakistan Energy Yearbook 2013.)
DOWNSTREAM
The downstream oil and gas sector in Pakistan consists of oil refineries, oil marketing companies and gas transmission and
distribution.
Oil Refining. As of June 30, 2013, six major oil refining companies were operating in Pakistan, with a combined crude distillation
capacity of 18.79 million tonnes of oil per year. Dhodak refinery was decommissioned in 2012 due to natural reserves depletion.
Given Pakistan's reliance on crude oil imports for meeting domestic energy needs, three refineries are based in the vicinity
of the southern port city of Karachi with two refineries operating in the north or middle of the country. The final refinery,
operated by Pak-Arab Refinery Limited ("PARCO"), has a proprietary oil pipeline linking the refinery to oil import facilities in
Karachi. In terms of size, BycoOil Pakistan Limited, commissioned in December 2012, is Pakistan's largest refinery with a
capacity of 5.45 million tonnes of oil per year. PARCO has the second largest refining capacity with 4.5 million tonnes of oil
per year (Source: Pakistan Energy Yearbook 2013).
Oil Marketing. Over the past few years, the oil marketing field has witnessed increased interest with eight companies holding
marketing licences and 10 others having received regulatory permission to enter the sector (Source: OGRA Website).Among
these companies, Pakistan State Oil, Shell Pakistan Limited, Total PARCO and Attock have nationwide storage and distribution
infrastructure, whereas the remaining players are recent entrants with a market presence mainly limited to specific regions
(source: OGRA website).
Gas Transmission & Distribution. In Pakistan, there are two companies in the gas transmission and distribution sector. Those
companies are SSGCL and SNGPL, which are both government controlled, publicly listed companies with defined franchise
areas.SSGCL has the exclusive licence to service the southern provinces of Sindh and Balochistan whereas SNGPL has the
exclusive licence to service the Punjab and KPK provinces.Both utilities have a combined transmission network of 10,610 km,
distribution network of 108,057 km and services network of 27,827 km (Source: Pakistan Energy Yearbook 2013).
The following table sets forth the major local and foreign companies in Pakistan as of June 30, 2014:
Major Local Companies Major Foreign Companies
OGDCL Petroleum BHP
Mari Petroleum Company Limited ENI
Dewan Petroleum Hycarbex
Govt. Holdings Limited IPR Transoil Corporation
KPKOGCL KUFPEC
Pakistan Oilfields Limited MOL
Pakistan Petroleum Limited ("PPL") Ocean Pakistan Limited
PEL OMV
Saif Energy PAIGE
Zaver Petroleum PKPEL
Polish Oil & Gas Company
Spud Energy Limited
Tullow Pakistan (Developments)
United Energy Pakistan Limited
45
5.5.3. REGULATORY ENVIRONMENT
The upstream activities in the oil and gas sector are administered and regulated through the DGPC, a subdivision of the Ministry
of Petroleum and Natural Resources (the "MPNR"). The functions of the DGPC include the granting of petroleum rights
(including reconnaissance permits, exploration licences, and development and production leases), analysis of taxes applicable
to the oil and gas industry, negotiation of petroleum concessions and production sharing agreements, managing petroleum
exploration, development and production, the review of international practices and other related functions.
The OGRA is the primary regulator for the midstream and downstream oil and gas industry. It is responsible for gas price
notification functions with respect to the upstream oil and gas industry. Gas prices are determined by the Director General
(Gas) of the MPNR under the 1976 Rules. See "Natural Gas (Price for Supplies by Producers) Rules, 1976". The prices are set
in accordance with the pricing formula under the applicable petroleum policies and the relevant Petroleum Concession
Agreements ("PCAs") in the case of an onshore field, or the relevant production sharing agreement in the case of an offshore
field. The OGRA was established by the Oil and Gas Regulatory Authority Ordinance in March 2002 to foster competition,
increase private investment and increase ownership in the midstream and downstream petroleum industry, whilst also
preserving the public interest by protecting consumer rights and providing effective and efficient regulations. The OGRA,with
an expanded scope, replaced the Natural Gas Regulatory Authority (the "NGRA"), which regulated these areas previously. In
2003, the OGRA's regulatory powers were expanded to include licensing of activities involving LPG and Compressed Natural
Gas ("CNG").
Other regulatory bodies such as the Competition Commission of Pakistan (the "CCP"), the SECP, the State Bank of Pakistan
and environmental agencies also have jurisdiction in respect to activities carried out by the Company.
GOP AS WORKING INTEREST OWNER
The GoP participates both directly and indirectly as a joint venture partner in a number of concessions in Pakistan. The 1994
Petroleum Policy, 1997 Petroleum Policy, 2001 Petroleum Policy, 2007 Petroleum Policy, 2009 Petroleum Policy and 2012
Petroleum Policy all envisaged the GoP's participation in all PCAs. Under certain policies, the GoP was entitled to receive a
carried working interest during the exploration phase, with the option to increase its working interest upon commercial
discovery on full participation basis during the development phase.
Until notification of the 1993 Petroleum Policy, the GoP's investment in joint ventures was handled by the MPNR though
OGDC. Since the 1993 Policy, it has been the GoP's policy to transfer its directly owned working interests to a separate corporate
entity in order to separate its regulatory and ownership functions. The current entity was incorporated in 2000 under the
name of GHPL.
Pursuant to the eighteenth amendment to the Constitution of Pakistan passed in 2010, in the 2012 Petroleum Policy, the GoP
introduced working interest participation (on full participation basis) of the provincial government holding company of the
province where a newly acquired block is located.
5.6. FUTURE PROSPECTS
The Company's primary objective as a leading exploration and production company in Pakistan is to enhance its reserves and
production profile and, ultimately, to maximise value for shareholders. In order to achieve this goal, it seeks to execute the
following strategic goals.
5.6.1. Accelerate Production Growth
The Company plans to continue increasing production growth, which will allow it to utilise its significant reserves base and
capitalise on the current economic growth and energy demand in Pakistan. More specifically, it plans to increase its average
net gas production from 1,173 MMscfd in FY 2014 to 1,311 MMscfd in FY 2015; and its average net oil production from 41,330
boepd in FY 2014to 44,732 boepd in FY 2015.
It intends to achieve this goal through its on-going projects and increased capital expenditure on new development projects,
which will create a foundation for long-term growth. It is committed to fast tracking completion of its on-going development.
To support that, it is planning to increase the number of rigs that it contracts from third parties, to supplement those it
currently owns and hires. It believes that these activities will enhance its production capacities. The Company expects to
achieve total average production of 280,736 boepd in FY 2015, an 11.1% increase compared to FY 2014, when it achieved
total average production of 252,733boepd, essentially as a result of its main development projects.
5.6.2. Exploit Exploration Opportunities
The exploration-led growth strategy is based on increasing the resource portfolio of high-impactexploration assets and pursuing
an early commercialisation of development projects in order to enhance its production growth. In FY 2014, the Company
added 29 new licenses across the country to its exploration portfolio and completed eight exploration and appraisal wells.
For FY 2015, it has set targets fordrilling of at least 19 exploration and appraisal wells (of which the drilling of appraisal wells
46
(of which the drilling of appraisal wells is dependent on new discoveries and the size of the relevant reservoirs). The Company
has drilled 3 wells so far during the current FY 2015. The Company also plans to significantly increase its efforts in seismic
survey, utilizing the latest technology, in order to build upon its existing technical understanding of the sizable exploration
acreage. In particular, the Company plans to increase its 2D and 3D onshore seismic surveys in FY 2015 to 2,745 L. kms and
2,075 sq. kms, respectively.
While the exploration activities to date have been predominantly onshore, the Company is also focusing on offshore exploration,
which presents large unexplored opportunities. The offshore programme involves working with new and existing strategic
partners. Historically, this has allowed it to increase the in-house technological know-how and share the associated costs and
risks in exploration projects. It recently commissioned CGG, the geosciences firm, to conduct a study of two offshore exploration
licenses, and are currently reviewing their report.
5.6.3. Maintain High Shareholder's Returns
The Company aims to maintain the attractive returns it has been able to deliver to its shareholders over the long-term. The
leading position in terms of acreage, reserves and production within the oil and gas sector in Pakistan and the track record
for project delivery have enabled it to provide shareholders with stable and growing earnings per share and attractive returns
on capital. Although the Company expects a short-term decrease in its after-tax profit margins as a result of increased E&P
expenditure, based on the Company's successful track record in efficient operations and achieved production growth, it
believes that it will be able to retain its financial performance and maintain the current levels of shareholder returns.
5.6.4. Pursue Selective International Opportunities
The Company aims to pursue growth both organically and through selective international acquisitions, to maintain flexibility
under differing market conditions. It intends to build upon the technical and operational expertise in order to increase its
chances of capitalizing on new opportunities outside Pakistan. It also intends to use the knowledge of its producing and
exploration assets in exploring geologically similar fields in the Middle East, North Africa and Central Asia regions. This selective
acquisition-led growth will be supported by the financial and transactional experience of the senior management, and will
focus on those international opportunities that involve high-quality assets in its target basins with value growth potential.
5.6.5. Strive to implement International Best Practice
The Company strives to implement international best practices that seek to bring about an efficient organizational structure
and business processes that are focused on production. The Company has established an in-house technical services division,
Petroserv, which separates technical support services from core E&P activities. In addition, it strives to follow international
best practices for the maintenance and quality control of its equipment, to ensure uninterrupted and safe operations. It
continuously monitor and evaluates its performance,focusing on continuous improvement in areas such as safety of operations,
reliability and efficiency and security of its personnel. It is also subject to various environmental regulations imposed both
by the GoP and provincial governments, which monitor and enforce rules regarding environmental, health and safety compliance.
5.7. QUALITY, HEALTH, SAFETY & ENVIRONMENT (QHSE)
The Company is subject to various environmental regulations imposed both by the GoP and provincial governments that
monitor and enforce rules regarding environmental, health and safety compliance. Specifically, it is subject to environmental,
health and safety regulation under the DGPC Guidelines 1996, the Oil and Gas Safety Regulations 1974 of Mines Act 1923,
IEE/EIA Regulations 2000 of the Pakistan Environmental Protection Act 1997 ("PEPA"), the Exploration & Production Rules
1949, 1986 and 2001 of Petroleum Act 1934, the National Environmental Quality Standards (Self-Monitoring and Reporting
by Industry) Rules 2001 of PEPA ("NEQS") NEQS Rules 2000, the Wildlife Protection Ordinance 1972 as applicable in each
province, and the Factories Act 1934.
As a consequence of the E&P activities, it is committed to preventing environmental contamination from those activities. In
rig locations where the Company has drill cutting and formation water ponds, or at production sites where produced water
pits exist, it is now required to use geomembranes to limit potential environmental contamination. In addition to these actions,
the Company has hired third parties to analyse and conduct clean-up activities at the production drilling sites.
The Company is inspected by the Pakistan Central Inspectorate of Mines for compliance with the Oil and Gas Safety Regulations
1974 of Mines Act 1923.
Under the Pakistan Environment Protection Act 1997, the Company conducts an initial environmental examination and
environmental impact assessment, and obtains a no objection certificate from the environmental protection agency in the
relevant province, before the commencement of seismic and drilling operations. The Company has also implemented internal
protocols to maintain workplace safety. OGDCL's Health, Safety, Environment and QA/QC Policy Manual of December 2008
presents the general guidelines for safe and responsible working. The manual also provides a framework for hazards identification,
risk assessment and risk control of all E&P activities. It includes top management commitments to provide resources for
achieving incident/accident free milestones. The policy also exhibits the Company's commitment to comply with relevant legal
and other requirements.
47
5.8. RISK FACTORS
5.8.1. Business Risks
Prices for crude oil, gas and petroleum products are highly volatile and could decline substantially. A substantial or extended
decline in such prices would have a material adverse effect on the Company's business, financial condition and results of
operations
Prices for the Company's oil and gas production are determined pursuant to the relevant petroleum policies promulgated by
the MPNR. Pricing for the Company's oil production and much of its gas production is benchmarked to internationally quoted
Middle East crude oil prices and such prices have demonstrated significant volatility in the past. Hence, a significant decrease
in international oil prices may have a material adverse effect on its reve nues, financial condition and market value. Historically,
oil prices have fluctuated widely for many reasons, including:
global and regional supply and demand, and expectations regarding future supply and demand, for crude oil and
petroleum products;
global and regional economic conditions; and
weather conditions and natural disasters.
International crude oil prices have demonstrated some volatility during the last three years. According to PlattsOilgram Report,
the average price of Brent crude, an international benchmark oil blend, and Dubai Fateh was U.S.$97.80 per barrel and
US$ 95.86 per barrel in June 2012, respectively, US$ 102.16 per barrel and US$ 100.20 per barrel in June 2013, respectively,
and US$ 110.82 per barrel and US$ 107.45 per barrel in June 2014, respectively. Prices for international Middle East crude
oil havefollowed a similar pattern.
It is impossible to accurately predict future crude oil price movements and crude oil prices may not remain at their current
levels. Declines in crude oilprices will adversely affect the Company's net sales. On the other hand, despite the fact that prices
of natural gas are linked with prices of crude oil and HSFO in the international market, the natural gas prices of the Company
have fairly been stable in the past. This is due to the fact that gas pricing formulae contains ceiling/cap limits. These ceiling
limits are at a quite low level of the current crude oil/HSFO prices in the international market. Therefore, decline in crude oil
prices will not have any material adverse effect on the Company's net sales. Likewise, the Company may not be able to benefit
from increases in commodity prices because its gas prices are subject to the ceiling as well as discounts based on earlier
policies and most of its oil prices are subject to discounts determined by the GoP.
Crude oil and gas reserves and value data are only estimates and are inherently uncertain, and the actual size of deposits
as well as their value may differ materially from these estimates. If actual production from such reserves is lower than
current estimates indicate, the Company's business, financial condition and results of operations would be negatively
impacted
This OFSD includes estimates made by the Company and by Bayphase Limited as independent petroleum consultants, of its
proved and probable crude oil and natural gas reserves and values. Petroleum engineering is a subjective process of estimating
underground accumulations of crude oil and gas that cannot be measured in an exact manner. Estimates of the value and
quantity of economically recoverable crude oil and gas reserves, rates of production, net present value of future cash flows
and the timing of development expenditures necessarily depend upon several variables and assumptions, including the
following:
historical production from the area compared with production from other comparable producing areas;
interpretation of geological and geophysical data;
continuity of the current fiscal policy and regulatory regime;
assumptions concerning future crude oil and gas prices;
capital expenditures; and
assumptions concerning future operating costs, development and production costs and workover and remedial costs.
Because reserves estimates are subjective, each of the following items may differ materially from those assumed in
estimating reserves as set forth in the Reserves Report:
the quantities and qualities of crude oil and gas that are ultimately recovered;
the production and operating costs incurred;
the amount and timing of additional exploration and future development expenditures;
future crude oil and gas sales prices;
the availability of a market for the Company's products;
the quality and quantity of geological, technical and economic data;
the prevailing crude oil and natural gas prices applicable to the Company's production;
the production performances of the reservoirs in which the Company holds interests; and
consistency in the policies regarding taxes and fees of the GoP.
48
Many of the factors, assumptions and variables involved in estimating reserves are beyond the Company's control and may
prove to be incorrect over time. As a result, its estimates or those prepared by Bayphase Limited may be subject to substantial
upward or downward revisions if subsequent drilling, testing and production or sales reveal different reserves or if economic
and financial variables related to oil and gas exploration and production vary materially from the assumptions used. Any
downward adjustment could indicate lower future production and could thus adversely affect the Company's financial condition,
future prospects and market value.
In particular, production has in the past been affected by water cuts and drops in reservoir pressure in its Qadirpur (operated)
and Manzalai (non-operated) fields. Although remedial measures have been taken by the Company in relation to Qadirpur,
and have been planned by MOL, as operator on the Manzalai field, there can be no assurance that these measures will fully
or successfully arrest the natural decline in pressure in these fields, or that production will recover or be stabilized in line with
its previous estimates. If actual production from major reserves is significantly lower than current estimates indicate, business,
financial conditions and results of operations of the Company would be negatively impacted.
This Prospectus includes estimates of both the Company's proved and probable reserves. Probable reserves are more difficult
to determine than proved reserves and involve a greater risk that they might not actually be recovered. Probable reserves
are those additional reserves which analysis of geological and engineering data indicate are less certain to be recovered than
proved reserves but which, together with proved reserves, are as likely as not to be recovered. The Company does not provide
estimates of its possible reserves. The extent to which probable reserves ultimately may be reclassified as proved reserves is
dependent upon future drilling, testing and well performance. The degree of risk to be applied in evaluating probable reserves
is influenced by economic and technological factors as well as the time element. There is a greater risk that the Company's
probable reserves will not actually be recovered as compared to its proved reserves.
The Company's exploration and development activities require substantial expenditures and investments, and its plans for
and ability to make such expenditures and investments are subject to various risks
Exploring and developing crude oil and natural gas fields is capital intensive. The Company incurred capital expenditures in
the amount of PKR 21,969 million on exploration and development wells, PKR 12,601 million on projects and PKR 13,663
million on plant, property and equipment for the year ended June 30, 2014.
The Company's ability to carry out its exploration and development activities and make the necessary expenditures and
investments is subject to many risks, contingencies and other uncertainties, which may prevent it from doing so, or which
may significantly increase the expenditures and investments it makes. In addition to the risks, contingencies and uncertainties
identified below under "Exploration and development drilling involves numerous risks" which apply to exploration and
production activities generally, the Company is subject to risks related to the following:
Its ability to generate sufficient cash flows from operations to finance its expenditures, investments and other requirements,
which are affected by changes in crude oil and natural gas prices and other factors;
compliance with contractual terms relating to exploration and development activities by its counterparties to such
contractual or similar arrangements;
the extent to which its ability to influence or adjust plans for exploration and development related expenditures is limited
under joint operating agreements for those projects in which the Company has partners;
governmental approvals required for exploration and development related expenditures and investments in Pakistan;
economic, political and other conditions in Pakistan; and
the availability and terms of external financing.
The Company may experience delays or cost overruns during its exploration or development projects that could adversely
its operations
From time to time, the Company may commence exploration and development projects on new properties or at its current
properties. The Company also evaluates other expansion opportunities as they become available and it intends to engage in
additional exploration and development projects in the future. The anticipated costs and time periods for its exploration and
development projects are based upon budgets, conceptual design documents and schedule estimates prepared for each
project by the Company or its joint venture partners. Exploration and development projects entail significant risks, which can
substantially increase costs or delay completion of a project. Such risks include, among other things, shortages of materials
or skilled labour, the inability to successfully negotiate terms with strategic partners, including the GoP, unforeseen engineering,
environmental or geological problems, work stoppages, weather interference, disturbances or attacks by militant groups and
unanticipated cost increases. Most of these factors are beyond the Company's control. In addition, difficulties or delays in
obtaining any of the requisite licenses, permits or authorizations from regulatory authorities can increase the cost or delay
the completion of an expansion or development. Significant budget overruns or delays with respect to exploration and
development projects could adversely affect the Company's business, financial condition and results of operations.
49
There is no guarantee that payment of certain of the Company's trade debts will be made in the near future or at all, which
could have a material adverse effect on its liquidity and cash flow
Significant trade debts are owed to the Company by Pakistani oil refineries and gas companies to whom it supplies oil and
gas products. The amount of trade debts outstanding and owed to the Company by these Pakistani refineries and gas companies
as at June 30, 2014 was PKR 100,511 million. The Company's major debtors as of June 30, 2014 are the state-owned Sui
Southern Gas Company Limited ("SSGCL") (PKR 56,182 million outstanding) and Sui Northern Gas Pipelines Limited ("SNGPL")
(PKR 12,909 million outstanding) and the privately-owned Attock Refinery Limited ("ARL") (PKR 12,548 million outstanding).
Companies with amounts owed to the Company more than 90 days past the due date as of June 30, 2014, include SSGCL (PKR
35,792 million), Byco (PKR 2,129 million) and others PKR 1,881 million.The settlement of such amounts has been delayed
because debts owed to the refineries and gas companies in respect of products supplied by them to GoP-related or GoP-
owned entities also remain unpaid, otherwise known as circular debt. Circular debt within the Pakistan Oil and Gas industry
has been created as power purchasing companies in the public sector (including the state energy purchaser) have failed to
pay other members of the power sector, including oil companies, gas companies, independent power producers and the Water
and Power Development Authority ("WAPDA"). Although the GoP has taken steps to reduce the stock and build-up of circular
debt, including through the issuance of certain debt instruments such as Pakistan investment bonds and term finance
certificates, the Company still has a substantial amount of trade debt outstanding and there can be no assurances that efforts
to reduce this circular debt will continue, nor that any such efforts will be successful. In addition, the Company has experienced
delays in payment of interest on the term finance certificates received in exchange for its trade receivables.
In addition, since such trade debts are currently being settled only in part when due, there can be no assurance that the total
amount of trade debts outstanding due to the circular debt issue will not increase or, if settled in whole or in part, that they
will not continue to be incurred and so return to current levels or higher.
Continued delays in the settlement of debts owed to the Company will adversely affect its cash resources and may affect its
liquidity. Delays may result in a need for the Company to incur external financing to continue planned exploration and
development activities, or delay or defer the payment of dividends, and may constrain its future ability to pursue such
opportunities and to conduct and grow its business generally.
Exploration and development drilling involves numerous risks
The Company is exploring for and developing commercially productive crude oil and natural gas reserves in various geographic
areas of Pakistan where environmental conditions are challenging and costs can be high. The cost of drilling, completing and
operating wells is often uncertain. As a result, the Company may incur cost overruns or may be required to curtail, delay or
cancel drilling operations because of many factors, including:
the absence of reserves or shortages;
unexpected drilling conditions;
pressure or irregularities in geological formations;
unforeseen technical difficulties, equipment failures or accidents;
shortages in skilled labour;
disagreements with partners when it engages in joint exploration activities;
adverse weather conditions;
security threat to its infrastructure and production sites;
compliance with environmental regulations;
governmental requirements; or
delays in the availability of critical equipment, including drilling rigs, and the delivery of such equipment.
The Company's operations are also subject to all the hazards and risks normally associated with the exploration, development,
exploitation, production and transportation of crude oil and natural gas, including unusual or unexpected geologic formations,
eruptions of crude oil or of natural gas, discovery of hydrocarbon pockets with abnormal pressure, crumbling of well openings,
down hole fires, mechanical failures, blowouts, explosions, uncontrollable leaks, pollution and other environmental risks.
These hazards could result in substantial losses to the Company due to injury and loss of life, severe damage to and destruction
of property and equipment, pollution and other environmental damage and suspension of operations.
50
Failure to secure access to a sufficient number of rigs may adversely affect the Company's ability to achieve its growth
objectives
The Company's ability to meet its increasing exploratory and development drilling targets, as part of its expansion strategy,
depends to a large extent on its ability to secure access to rigs. The Company has supplemented the 10 rigs it owns with 4
contractor rigs from third party service providers, in order to attempt to achieve the drilling targets set for fiscal year 2015
and beyond. Third party rigs are in great demand at a time of limited rig availability, and there can be no guarantee that the
Company will be able to secure access to rigs in a sufficient quantity to meet its drilling targets at acceptable costs to it, or
at all. Any failure to meet the Company's drilling targets at acceptable costs could have a material adverse effect on its business,
financial condition and results of operations.
The regulation of the oil and gas industry in Pakistan may subject the Company business and operations to certain risks
Various agencies and departments of the GoP exercise regulatory functions over the Company's business activities, including
setting forth the petroleum policies that serve as the basis for the determination of the prices of its oil and gas products. The
prices it can achieve for its oil and gas products are strongly influenced by the GoP's policy objectives and it has very limited
pricing flexibility with respect to its sales.
As part of its regulatory function, the GoP also allocates sales volumes of pipeline quality high BTU gas among certain state-
owned or state-controlled entities, such as SSGCL and SNGPL. In addition, low BTU gas is allocated to the Private Power and
Infrastructure Board ("PPIB") who, in turn, allocates this low BTU gas to various independent power producers. Upon commercial
discovery, the Company advises the GoP of expected gas production for the life of such field, and the GoP allocates 100% of
the gas produced to various entities at its own discretion. In the event of an emergency, the GoP has the power to seize such
production as it deems necessary, which would be detrimental to the Company's business and financial condition.
Moreover, the Company's oil and gas products are required to meet contractually specified quality standards and specifications.Any
failure to meet such standards or specifications could result in its breach of the applicable contracts, which could have a
material adverse effect on its revenues.
As a result, if the GoP pursues policy objectives that are detrimental to the Company's profitability, including, among other
things, pricing controls, sales volumes allocations, foreign exchange allocations, licensing requirements and other regulatory
measures, its revenues, net sales and competitive position may be materially adversely affected.
In addition, because the Pakistani regulatory framework is still developing, certain areas may not yet be clearly addressed in
legislation or may be subject to varying interpretations by the relevant government authorities. For example, there is uncertainty
whether transfers and assignments of working interests in development and production leases are required to be registered.We
believe, in line with the industry practice, that such registration is not required and we are not aware of any instances where
such industry practice has been disputed by the GoP. There can be no assurance that the GoP will continue to maintain the
same approach in the future.
Production from certain Company fields may initially be made under provisional pricing which may be subject to adjustment
Oil and gas sales from certain Company fields have in the past been, and may in the future be made on the basis of provisional
prices, which are potentially subject to adjustment upon final determination of the wellhead prices to be notified to the
Company by the MPNR. There is a risk that the MPNR will notify the Company of final prices at a discount greater than the
discount reflected in provisional prices. Notification by the MPNR of discounts greater than the discount reflected in provisional
prices the Company receives on products from fields with provisional pricing in the future could have a material adverse effect
on its revenues and financial condition, particularly if the discount is applied retroactively.
The Company's licenses, development and production leases and PCAs may be suspended, amended, or terminated prior
to the end of their terms, or they may not be renewed, and it may not be able to obtain or maintain various permits and
authorizations
In accordance with Pakistan law, many of the Company's business operations require licensing, permits, authorizations and
leases. Although it has been able to obtain and renew licenses, permits, authorizations and leases necessary to carry out its
operations, no assurance can be given that the Company will be able do so in the future. If the Company fails to obtain, extend
or renew any significant licenses, permits or authorizations,it may suffer curtailments or delays or may have to terminate
certain activities entirely, and its business and financial condition could be adversely affected as a result.
The petroleum industry in Pakistan is highly regulated and petroleum rights are subject to compliance with applicable technical
standards, health and safety regulations, environmental standards and requirements and other regulations. Most of the
Company's licenses and PCAs also provide that they may be terminated if it fails to comply with material license or PCA
requirements including by not making timely payments of levies and taxes or by failing to provide information or fulfill
production volume or timing requirements set out in the relevant license or PCA.
51
The Company has from time to time requested and received appropriate amendments to certain licenses, but has not had
any material licenses revoked or suspended. There can be no assurances that the decisions of the relevant government
regulators in the future will always be favorable to the Company. In particular, any decreases in demand among its principal
customers or any failure to sustain its production targets could increase the likelihood that the Company will not be able to
achieve those production targets required by its licenses and PCAs.
If the Company fails to fulfill the specific terms of Pakistani law requirements relating to any of its licenses, leases or PCAs or
if it operates the license or lease areas in a manner that violates Pakistan law, government regulators may impose fines on
or suspend, amend or terminate its licenses, leases or PCAs. Any suspension, amendment, or termination of the Company's
licenses, leases or PCAs could have a material adverse effect on its business.
Most of the Company's petroleum rights, including exploration licenses and development and production leases are granted
for an initial term which may be extended and/or renewed in accordance with applicable requirements under the relevant
petroleum rules governing the petroleum rights. In some cases, the review process can take up to several years and a number
of the Company's extension and/or applications are pending. The Company's exploration licenses typically may only be
extended a limited number of times, and for a limited number of years in each instance. The Company's development and
production leases typically may only be extended once, usually for 20 or sometimes 30 years. If it fails to obtain renewals or
extensions of its licenses and leases, or of the permits and authorizations related to such licenses and leases, the Company's
business and operations may be adversely affected.
Unanticipated decommissioning costs could materially adversely affect the Company's business, financial condition and
results of operations
Abandonment and reclamation of facilities and the costs associated therewith is often referred to as "decommissioning." The
Company sets aside funds for decommissioning assets based on estimates of the decommissioning costs, which are based
on current requirements, technology and price levels and are computed based on the latest assumptions as to the scope and
method of abandonment. However, because decommissioning estimates are based only on those facts and circumstances
known at the time of estimation and assumptions which might later prove to be inaccurate, such provisions may not prove
to be sufficient to cover actual decommissioning costs. Should decommissioning be required that is not presently anticipated
or the decommissioning be accelerated, such as can happen after a natural disaster), such costs may exceed the value of
provisions remaining at any particular time. The Company may have to draw on funds from other sources in order to satisfy
its decommissioning liabilities and/or incur funding costs, which could reduce funds available to achieve its business objectives.
Disruption of the Company's critical IT services or breaches of information security could adversely affect its operations
The Company's business operations and activities depend on the reliability and security of its IT systems. If the integrity of
the Company's IT systems were compromised due to, for example, technical failure or cyber-attack, its business operations
could face delays and material intellectual property could be divulged and, in some cases, regulatory violations could occur,
potentially having a material effect on the Company's results of operations, including profits.
Unconventional Resources
The Company is reviewing opportunities to develop unconventional resources in Pakistan, including shale oil and gas and tight
gas, and has initiated a tender to commission an external study to evaluate shale oil and gas resources and their development.
Shale gas is extracted directly from shale formations and since it has low permeability compared to conventional reserves,
specific investment, technical expertise and pricing are required for its exploitation. Horizontal-drilling and hydraulic fracturing,
techniques used to extract oil and gas from shale rock, present significant technological and environmental challenges. In
addition, shale oil and gas resources in Pakistan are located deeper underground than in the United States or Europe, and
are more difficult and expensive to extract. Undertaking shale oil and gas exploration and development could require the
Company to obtain external financing or finance it out of its distributable reserves, which could reduce the funding available
to its exploration and production of conventional oil and gas resources. In addition, shale oil and gas extraction methods may
have an adverse environmental impact that the Company is not able to prevent or control. Exploration and development of
unconventional resources could negatively affect the Company's business, profitability and financial condition.
5.8.2. Risks Relating to the Shares and the Trading Market
The prices of the Company's shares have experienced significant volatility in the past and may be volatile in the
future
The prices of the Company's Shares have experienced significant volatility in the past and are likely to be volatile in the future.
The trading markets in general and, in particular, the markets in frontier markets, like Pakistan, have experienced extreme
volatility that has often been unrelated to the operating performance of particular companies. An active trading market for
the Company's Shares may not be sustained, which could depress its market price (including to a level below the offer price)
and could affect holders' ability to sell their Shares.
52
In addition to the Company's operating results, the trading prices of the Shares may fluctuate in response to several factors
unrelated to its performance, including:
general economic conditions in Pakistan or in its business sector;
price and volume fluctuations on Pakistani,
the GoP's monetary policy;
national and industry growth rates; and
changes in laws or regulations.
NOTE: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT NOTHING HAS BEEN CONCEALED
IN THIS RESPECT.
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6. FINANCIAL INFORMATION
6.1 AUDITORS REPORT UNDER SECTION 53(1) READ WITH CLAUSE 28(1) AND 28(2) OF SECTION 2 OF PART I OF
THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE OFSD
OF OIL AND GAS DEVELOPMENT COMPANY LIMITED
PART 6
54
55
56
57
58
59
60
6.2 SHARE BREAK-UP VALUE CERTIFICATE
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6.3 AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY
62
63
6.4 SUMMARY OF FINANCIAL HIGHLIGHTS
PKR '000s FY 2014 FY 2013 FY 2012 FY 2011 FY 2010
Paid-up Capital 43,009,284 43,009,284 43,009,284 43,009,284 43,009,284
Reserves 352,661,921 269,256,737 220,373,790 158,556,293 114,383,202
Total Equity 395,671,205 312,266,021 263,383,074 201,565,577 157,392,486
Current Assets 194,160,127 134,247,356 214,846,336 149,603,465 120,433,800
Non-Current Assets 302,072,553 279,681,508 123,444,782 112,174,063 108,433,851
Total Assets 496,232,680 413,928,864 338,291,118 261,777,528 228,867,651
Current Liabilities 48,045,567 58,376,592 32,213,722 21,775,606 34,840,843
Non-Current Liabilities 52,515,908 43,286,251 42,694,322 38,436,345 36,634,322
Total Liabilities 100,561,475 101,662,843 74,908,044 60,211,951 71,475,165
Revenue 257,014,254 223,365,490 197,838,726 155,631,290 142,571,863
Earnings Before Tax 172,349,905 146,808,506 133,082,814 90,982,204 88,552,753
Earnings After Tax 123,914,550 91,272,619 96,905,575 63,527,270 59,177,125
6.5 FINANCIAL RATIOS FOR THE LAST 5 YEARS
FY 2014 FY 2013 FY 2012 FY 2011 FY 2010
Return on Equity 35% 32% 42% 35% 42%
Return on Assets 27% 24% 32% 26% 29%
Earnings Per Share (PKR) 28.81 21.22 22.53 14.77 13.76
Book Value Per Share (PKR) 92.00 72.60 61.24 46.87 36.60
Debt to Equity Ratio - - - - -
Debt: Equity - - - - -
EBITDA (PKR 000s) 187,273,322 155,056,902 145,662,294 109,737,285 100,902,946
Current Ratio 4.04 2.30 6.67 6.87 3.46
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7. MANAGEMENT OF THE COMPANY
7.1 BOARD OF DIRECTORS OF THE COMPANY
PART 7
7.2 OVER DUE LOANS
There are no overdue loans (local or foreign currency) on the Company or its Directors.
7.3 DIVIDEND RECORD OF ASSOCIATED COMPANIES - LISTED ON STOCK EXCHANGE(S)
Name of the Company 2014 2013 2012 2011 2010 2009
Mari Petroleum
Company Limited
Cash (%) 37.84% 37.06% 23.68% 33.43% 31.00% 32.17%
Bonus (%) - - 25% - - 100%
65
7.4 PROFILE OF DIRECTORS
Mr. Zahid Muzaffar, Chairman
Mr. Zahid Muzaffar specializes in developing E&P businesses. He has over 34 years of diversified experience in the energy
sector, in both upstream and downstream oil and gas operations, including transportation of gas via terrestrial pipelines as
well as liquefied natural gas. Mr. Muzaffar has developed successful working relationships with investors, business professionals,
financiers and government officials internationally, particularly those resident in the Far Eastern, South Asian and Middle
Eastern and North African regions. Over the years, he has been involved in securing valuable deal flows and business
opportunities for leading international companies. Mr. Muzaffar has served on the Board of Directors of LASMO Oil in Pakistan
and many other international exploration, production and refining companies. On behalf of Trans Asia Gas International, he
headed the acquisition of Ras Lanuf refinery in the Mediterranean, as well as various initiatives on behalf of Middle Eastern
groups in connection with the privatization of assets in different countries in the energy sector.Mr. Muzaffar holds a Bachelor
of Economics from the University of the Punjab, Pakistan and has attended various management courses at the College of
Petroleum Studies at St. Catherine's College, Oxford, U.K., and the Edwin H. Cox School of Business at Southern Methodist
University, Dallas, Texas, U.S.A.
Mr. Abid Saeed, Director
Mr. Abid Saeed, in his capacity as Secretary of the Federal Ministry of Petroleum and Natural Resources, is a career civil servant.
After obtaining a Master's degree in Economics from Government College, Lahore, he joined the Civil Service of Pakistan. He
also holds a Master's Degree in Administrative Sciences from George Washington University, U.S.A. Mr. Saeed has vast
experience in Public Administration. He served as Assistant Commissioner for Khairpur, Jacobabad and Moro, Government
of Sindh and as Deputy Commissioner for Bhakhar, Lodhran, Kasur and Faisalabad Districts. He served in various capacities
in the Government of Punjab, including as Secretary for the Punjab Literacy & Non-Formal Basic Education Department and
the Forestry, Wildlife, Fisheries and Tourism Department, as Special Secretary for the Local Government and Rural Department,
and as Chief Executive Officer for the Punjab Rural Support Programme. He was transferred from the Ministry of Food and
Agriculture as Additional Secretary and was subsequently posted in the Ministry of Petroleum & Natural Resources. He is also
a member of the Board of the Inter-State Gas System.
Mr. Iskander Mohammed Khan, Director
Mr. Iskander Mohammed Khan holds a degree in law and is a Chartered Accountant. He is Director of the Premier Group of
Companies, including Premier Sugar Mills & Distillery Company Limited, Frontier Sugar Mills & Distillery Limited, Chashma
Sugar Mills Limited, Arpak International Investments Limited and other non-listed subsidiaries of the Premier Group. He served
as Chairman of the All Pakistan Sugar Mills Association between 2000 and 2004, Chairman of the Pakistan Polypropylene
Woven Sack Manufacturers Association, Chairman of the All Pakistan Sugar Mills Association (KPK) from 2005 to 2006, Director
of the Islamabad Stock Exchange in 2005 and was a member of the Managing Committee of the Federation of Pakistan
Chambers of Commerce and Industry from 2005 to 2006.
Mr. Saif Ullah Chatta, Director
Mr. Saif Ullah Chatta, is a career civil servant and is currently serving as Chief Secretary Balochistan. He has done his Bachelors
of Arts from Government College Lahore and Bachelors of Law from Punjab University, Law College, Lahore.
Mr. Chatta has vast experience of Public Administration. He served as Assistant Commissioner, Sui (Dera Bugti), Sibi and Usta
Mohammad, Deputy Secretary to Chief Minister Balochistan, Deputy Commissioner Jafarabad and Loralai, Deputy Secretary
to Chief Minister Punjab, Additional Secretary Agriculture Punjab, Deputy Commissioner Bhakkhar, Multan and Jhelum and
Secretary Mines & Minerals Department Punjab. He also served in Federal Government as PSO to Prime Minister of Pakistan,
Counsel General of Pakistan Montreal, Canada, Chief Secretary Gilgit Baltistan, Additional Secretary, Ministry of Communications
and Secretary Water & Power.
Mr. Hamid Farooq, Director
Mr. Hamid Farooq has had 28 years of senior general management experience including 15 years of financial management
in leading complex commercial and technical environments. Mr. Hamid Farooq is currently Chairman of the Board of Directors
at Microfinance Bank Ltd and Chief Business Development Officer at PTCL. He had served as Managing Director, MENA Region
at Catalyst Managerial Services, CEO of Warid Telecom, Executive Vice President, CFO and Company Secretary of Mobilink,
Chief Accountant and Administrator at Canadian Occidental Petroleum, Head of Accounts and Operations at Petro Canada,
and Country Finance Manager at DHL/TCS. Mr. Hamid Farooq holds a CFC, a DipFC (Diploma in Financial Consulting) from
U.S.A. and an M.B.A., and trained as an accountant with PricewaterhouseCoopers in Pakistan and obtained a B.Com. He is
also a Certified Director (training and programme), certified by the SECP.
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Sayed Shafqat Ali Shah, Director
Sayed Shafqat Ali Shah is currently Managing Director of Matiari Sugar Mills Ltd and CEO of Matol (Pvt) Limited. He is a Member
of the Economic Advisory Council (EAC) of Government of Pakistan. He has been on the Board of Directors of the National
Bank of Pakistan and a member of the National Commission on Government Reforms. He had also served in the past as
Federal Minister for Agriculture, Food & Livestock, an Advisor and Minister under several different portfolios in the Government
of Sindh. He has taught International Relations at the University of Sindh and the University of Virginia. He has also led, and
been a member, of various national and international bodies and institutions. He holds a Ph.D. in Foreign Affairs from the
University of Virginia, a Master of Arts in Foreign Affairs from the University of Virginia, a Master of Arts in Political Science
and a B.Sc. in Chemistry & Zoology from the University of Sindh.
Mr. Zafar Masud, Director
Mr. Zafar Masud is the Director and Co-Founder of Burj Capital, which is represented in Pakistan by Burj Capital Pakistan
(Private) Limited , a global corporate finance and advisory house with a specific focus on the energy sector, particularly
alternate energy and power. Mr. Zafar Masud is a member on the Central Board of the State Bank of Pakistan, having been
appointed in March 2013 for a three year term. He is the Chairman of the Publications Review Sub-Committee and the member
of the Human Resources Sub-Committee as well as the Investment Sub-Committee of the Board. In the past he had also served
as Managing Director/Head of Southern Africa at Barclays Bank plc, Dubai Islamic Bank Pakistan Limited, Citigroup and American
Express Bank. Mr. Zafar Masud obtained his M.B.A. in banking from the Institute of Business Administration, Karachi and a
Bachelor of Commerce from the Hailey College of Commerce, University of the Punjab, Lahore.
Mr. Muhammad Ali Tabba, Director
Mr. Muhammad Ali Tabba is Chief Executive of Lucky Cement Ltd, a member of the Yunus Brothers Group, which holds
diversified interests in textiles, energy, chemicals, cement and other construction related sectors. Muhammad Ali Tabba also
heads Yunus Textile Mills, a home textiles unit with subsidiaries in the U.S.A., Europe, Canada & France. He also serves as Vice
Chairman on the Board of Directors of ICI Pakistan. Mr. Tabba also sits on the Board of Governors at several universities,
institutions and foundations. He also runs the Aziz Tabba Foundation which works extensively in education, health and housing.
The foundation also operates a kidney center and a state-of-the-art cardiac hospital. The World Economic Forum has bestowed
the title of Young Global Leader on Mr. Tabba, recognizing his outstanding services and commitment to the social development
sector in Pakistan.
Mr. Rehmat Salam Khattak, Director
Mr. Rehmat Salam Khattak is from the province of Khyber Pakhtunkhwa. He is a graduate of the University of Peshawar. He
managed and operated a construction company. He remained District Nazim, Karak, for over 3 years. He has been associated
with education and established technical and management institutions. He served as Chief Executive, Institute of Management
and Computer Sciences, Peshawar; as Chief Executive at Hayatabad Science College, Peshawar and as Chief Executive of the
Shingar Children Academy,Karak. He also served in Saudi Arabia in the past in different capacities.
Prince Ahmed Omar Ahmedzai, Director
Prince Ahmed Omar Ahmedzai belongs to the Khan of the Kalat Family of Balochistan. He is the Executive Director of Agha
Techny Construction (a planning and administrating projects firm), working on infrastructure projects at Gwadar. He is also
the sole proprietor of Dynamic International, a construction firm and a Director/Executive of Dynamic Traders (Pvt) Ltd. He
graduated from the University of Balochistan in Political Science. He is a member of the Quetta Chamber of Commerce and
the Gwadar Chamber of Commerce.
Mr. Muhammad Rafi, Managing Director, Chief Executive Officer and Director
Mr. Muhammad Rafi was appointed as Managing Director and CEO on June 13, 2014. He has 38 years of experience in senior
management positions in Finance, Accounts, Banking, Corporate Affairs and Internal Audit. He is a qualified Management
Accountant and a Fellow of the Institute of Cost & Management Accountants of Pakistan ("ICMAP"), Fellow of the Institute
of Corporate Secretaries of Pakistan and Diplomaed Associate of the Institute of Bankers in Pakistan. Mr. Rafi joined the
Company in October 1988 and has served in various senior positions including Acting Executive Director (HR/Admin), Acting
Executive Director (Finance)/CFO, General Manager (Finance) and General Manager (Internal Audit) prior to the assumption
of his current position. Mr. Rafi is a former President of the South Asian Federation of Accountants ("SAFA") - an apex body
of the South Asian Association for Regional Co-operation for 2012. He chaired the SAFA committee on Governmental and
Public Sector Entities Accounting from 2004 to 2012. He is also a past president of ICMAP and past chairman of the ICAP-
ICMAP Joint Committee. Mr. Rafi represented Pakistan as a member of the Public Sector Committee of the International
Federation of Accountants for two years (from 2000 to 2002). He has presented many papers.
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Mr. Muhammad Yawar Irfan-Khan, Director
Mr. Muhammad Yawar Irfan Khan holds a Masters in Business Administration and is the Chairman of the Irfan Group of
Companies which includes Famous Brands (Pvt) Ltd and Irfan Foods (Pvt) Ltd. He serves as Chairman of the Asifa Irfan
Foundation Trust, a family-run charity organization. He remained a board member of Pakistan School of Fashion Design, Lahore
and the Government Chuna Mandi College for Women, Lahore, and is a Life Member of the South Asian Association for
Regional Cooperation ("SAARC"), Chamber of Commerce and Industry. He is presently serving as a Director of the Lahore
Transport Company. In the past, he served as Chairman of the Chief Minister of Punjab's Task Force for Industrial Development,
and as Managing Director of the Punjab Small Industries Corporation. He is former president of Lahore Chamber of Commerce
and Industry.
7.5 MANAGEMENT PROFILE
Mr. Muhammad Rafi, Managing Director & Chief Executive Officer
Please refer to section 7.4
Mr. Masood Nabi, Executive Director
Mr. Masood Nabi joined the Company in June 2009. Mr. Nabi was previously employed as an investment banker and has
experience both internationally and in Pakistan. Mr. Nabi has expertise in the areas of strategic alliances / joint ventures,
mergers and acquisitions and corporate restructurings. Over the years Mr. Nabi has served as strategic advisor to many major
international companies in the industrial and energy sectors. Mr. Nabi received a B.Sc. in Electrical Engineering and Economics
from the Massachusetts Institute of Technology and an M.B.A. from the Wharton School of the University of Pennsylvania.
Mr. Basharat A. Mirza, Executive Director
Mr. Basharat A. Mirza is an Executive Director (Strategic Business Planning /Human Resources/Administration) of the Company.
He has served as Acting Managing Director/Chief Executive Officer and Acting Deputy Managing Director for the Company
from 2011 to 2012. Mr. Basharat joined the Company in 1998 and worked in various senior positions including General Manager
(Supply Chain Management), General Manager (Projects) and Company Secretary. Before joining the Company, Mr. Mirza
worked at Attock Industrial Products Ltd. as Company Secretary and Head of Finance from 1992 to 1998. He received an M.B.A.
from Boston University and is a member of the Institute of Cost and Management Accountants of Pakistan, the Institute of
Corporate Secretaries of Pakistan and the Institute of Bankers in Pakistan.
Mr. Tahir Shaukat, Executive Director
Mr. Tahir Shaukat joined the Company as Junior Engineer in 1979. He holds a B.Sc. (Mechanical Engineering) from the
Universityof Engineering & Technology, Peshawar, and an M.B.A. (Human Resources) from Allama Iqbal Open University. He
was appointed as Executive Director (Petroserv) in January 2014.
Mr. Muhammad Aslam Khan Niazi, Executive Director
Mr. Muhammad Aslam Khan Niazi joined the Company as Senior Engineer (Process) in 1993. He holds a B.Sc. Engineering
(Chemical) Degree from University of Engineering & Technology, Lahore. He is currently serving as Executive Director (Production).
He has also served as Executive Director (Services) and General Manager (Supply Chain Management).
Dr. Mohammad Saeed Khan Jadoon, Executive Director
Dr. Mohammad Saeed Khan Jadoon joined the Company as Senior Reservoir Engineer in 1993. He holds a DIC and a Ph.D. in
Petroleum Engineering from Imperial College, University of London, U.K. He has diversified experience of more than 20 years
in reservoir management, planning and development. He is an author of 26 technical papers. He was Chairman of the Society
of Petroleum Engineers, Pakistan from 2010 to 2012, and served in 2008 as a member of the peer review committee
for the Journal of Reservoir Engineering and Formation Evaluation. He was appointed as Executive Director (Exploration) in
January 2014.
Mr. Mushtaq Ahmad, Chief Financial Officer
Mr. Mushtaq Ahmad joined the Company in 1992 and has been Chief Financial Officer since July 21, 2014. Prior to this, he
served as General Manager (Accounts) with responsibility for compilation of the final accounts of the Company. He is a qualified
Management Accountant, and holds Master's degrees in Economics and Islamic Studies. He is also a law graduate.
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Mr. M. Iqbal Shaikh, General Manager
Mr. M. Iqbal Shaikh joined the Company in 1978 and has served on various positions within the Drilling Department. He has
a Master's Degree in Petroleum Engineering from the University of Houston, Texas, U.S.A. and a B.Sc. (Petroleum Engineering)
from the University of Engineering & Technology, Lahore. He has served as General Manager (Drilling Operations) since
December 1, 2012.
Mr. Ali Ahmad Farooqui, General Manager
Mr. Ali Ahmad Farooqui joined the Company in 1979. He holds a M.Sc. Degree in Physics (Electronics) from University of
Balochistan, Quetta. He is a certified hardware engineer from the National Institute of Public Administration, Pakistan. He is
currently serving as General Manager (Systems).
Mr. Arshad Mahmood Khan, General Manager
Mr. Arshad Mahmood Khan joined the Company in July 1980. He holds a B.Sc. in Petroleum Engineering from the University
of Engineering & Technology, Lahore. He has been serving in the Company as General Manager (Reservoir Management) since
February 2013 and has also served as General Manager (Production Operations).
Mr. Rashid Mahmud, General Manager
Mr. Rashid Mahmud joined the Company in 1982 as Assistant Engineer (Production). He has a B.Sc. in Petroleum and Gas
Engineering from the University of Engineering & Technology Lahore. He has been serving as General Manager (PE & FD) since
July 1, 2012.
Mr. Muhammad Ayaz, General Manager
Mr. Muhammad Ayaz joined the Company in July, 1982. He is a qualified Management Accountant and is a Fellow Member
of the Institute of Cost & Management Accountants of Pakistan. He has also worked as Manager (Joint Venture Accounts).
He is currently serving as General Manager (Internal Audit).
Mr. Tahir Mahmood Qureshi, General Manager
Mr. Tahir Mahmood Qureshi joined the Company in August 1982. He holds a B.Sc. in Petroleum Engineering from the University
of Engineering and Technology, Lahore. He has completed advanced certificate courses in Petroleum Engineering at the
University of Tulsa, Oklahoma and the Northern Alberta Institute of Technology, Canada and is also a certified trainer. He is
currently serving as General Manager (Training and Development) at the Oil & Gas Institute of Science & Technology.
Mr. Amjad Saeed Yazdanie, General Manager
Mr. Amjad Saeed Yazdanie joined the Company as Assistant Engineer in 1982. He holds a B.Sc. in Petroleum & Gas Engineering
from the University of Engineering & Technology, Lahore and a M.Sc. in Petroleum from the University of Southern California.
He is currently serving as General Manager (Joint Venture and Business Development).
Mr. Naseer A. Rana , General Manager
Mr. Naseer A. Rana joined the Company as Assistant Engineer (Production) in 1982. He has a B.Sc. in Petroleum and Gas
Engineering from the University of Engineering & Technology, Lahore. He has also served as General Manager (Production
Operations) and General Manager (Production). He has been serving as General Manager (Commercial) since February 2014.
Mr. Asad Ahmad Asad, General Manager
Mr. Asad Ahmad Asad joined the Company as Assistant Engineer in August 1982. He holds a B.Sc. in Petroleum Engineering
from the University of Engineering & Technology, Lahore. He is currently serving as General Manager (Production - Centre)
since August 2014 and has also served as Manager (Production), Manager (Projects) and as Field Manager in various production
fields.
Mr. Ahmad Naeem, General Manager
Mr. Ahmad Naeem joined the Company as Assistant Geophysicist in 1982. He holds an M.Sc. in Geophysics and a Bachelor
in Law from the University of Punjab. He has served as General Manager (Geophysical Services) since December 2012 and
has also served as Manager (Concession Management) and Manager (Seismic operations).
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Mr. Bashir Ahmed, General Manager
Mr. Bashir Ahmed joined the Company as Assistant Logging Engineer in 1982. He holds an M.Sc. in Physics from Government
College, Lahore. He has served as General Manager (Geological Services) since July 2012.
Agha Mujeeb-ur-Rehman, General Manager
Agha Mujeeb-ur-Rehman joined OGDCL in 1982. He holds a Masters' Degree in Petroleum Geology from the University of
Punjab, Lahore. He has a diversified experience of over 30 years in Exploration which includes Geological Well Supervision,
Basin Studies & Exploration Research and Prospect Generation. He has been serving as General Manager (Prospect Generation)
since July 1, 2014.
Ms Shabina Anjum, General Manager
Ms Shabina Anjum joined the Company as Corporate Planning Officer in 1983. She holds an M.B.A. in Marketing from Quaid-
e-Azam University, Islamabad. She is currently General Manager (Strategic Business Planning) and has also served as General
Manager (Supply Chain Management) as well as General Manager (Oil &Gas Training Institute). She has been assigned the
additional portfolio of External Communications, and is responsible media relations and public relations, with additional
responsibilities in advocating for the rights of women, minorities and special persons in the Company.
Dr. Naseem Ahmad, General Manager
Dr. Naseem Ahmad joined OGDCL in 1984. He has a Doctorate of Philosophy (Ph.D Degree - Petroleum Engineering) from
Imperial College of Science, Technology & Medicine, London. He also holds an M.Sc. degree in Petroleum Engineering from
University of Texas, Austin, USA and a B.Sc. Degree in Petroleum Engineering from University of Engineering and Technology,
Lahore. A veteran Petroleum Engineer who has rich experience in oil/gas production operations, management, well testing,
well completions and surface facilities, he is also the author or co-author of four journal publications and won the Pakistan
Petroleum Limited competitive scholarship (1983).He is currently serving as General Manager (Production-North).
Mr. Khan Alam, General Manager
Mr. Khan Alam joined the Company as Assistant Geologist in May 1985. He holds an M.Sc. in Structural and Petroleum Geology
from the University of the Punjab, Lahore. He is currently serving as General Manager (HR-Operations). He has also served
as a General Manager (CB&IR/Admin), Manager (HRD/Recruitment) and Chief Staff Officer and Manager (Technical) to the
Managing Director/CEO.
Mr. Irfan Babar Khan, General Manager
Mr. Irfan Babar Khan joined the Company in 1985. He holds a Master in Political Sciences and a Bachelor in Law from Punjab
University. He also holds a Diploma in Public Relations from the U.K. He has served as General Manager (Security) since
February 2014 and has also served as Manager (Admin/HR), Manager (Public Relation), Manager I/C (Security) and General
Manager (Corporate Social Responsibility).
Mr. Arshad Malik, General Manager
Mr. Arshad Malik joined the Company as Assistant Engineer in June 1985. He holds a B.Sc. in Petroleum and Gas Engineering
from the University of Engineering & Technology, Lahore. He has been serving as General Manager (Human Resource
Organizational Development) since March 2013 and has also served as Manager (Production) and as Field Manager in various
production fields.
Mr. Ashraf Anis, General Manager
Mr. Ashraf Anis joined OGDCL in January 1985 as Process Engineer. He holds an M.Sc. degree in Petroleum Refining & Petro
Chemical Engineering from Institute of Petroleum & Gas, Ploiesti, Romania. He is serving as General Manager (Projects) since
July 1, 2014.
Abdul Rauf Khajjak, General Manager
Mr. Abdul Rauf Khajjak joined OGDCL in January 1985 as Assistant Engineer. He holds a B.Sc. Degree in Petroleum & Gas
Engineering from University of Engineering & Technology, Lahore. He has extensive experience of oil & gas field management.He
is currently serving as General Manager (Production - South).
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Mr. Roohulla, General Manager
Mr. Roohulla joined the Company in March 1986. He holds a B.Sc. in Mechanical Engineering from the University of Engineering
and Technology, Peshawar, a LL.B from Karachi University and an M.A. in Economics from Sindh University. He is currently
serving as General Manger (Supply Chain Management), and has also served as Manager-in-charge of the Process and Plant
Department.
Mr. Imran Shaukat Ali Khan, General Manager
Mr. Imran Shaukat Ali Khan joined the Company in 1987. He holds a M.Sc. in Thermal System Engineering from the University
of Engineering & Technology, Taxila and a B.Sc. in Mechanical Engineering from the University of Engineering & Technology,
Lahore. He has served as General Manager (Process & Plants) since December 2012.
Mr. Zafar Ishaque Rajpoot, General Manager
Mr. Zafar Ishaque Rajpoot joined OGDCL in Nov 1987 as Senior Engineer. He holds a B.Sc. Engineering Degree in Civil Engineering
from University of Engineering & Technology Lahore. He is serving as General Manager (Construction & Engineering Support
Services) since July 1, 2014.
Mr. Qamar-Ul-Haq, General Manager
Mr. Qamar-ul-haq joined the Company as a Senior Engineer in 1988. He holds a B.Sc. in Mechanical Engineering from Engineering
College, University of Peshawar. He has served as General Manager (Drilling Services) since December 2012 and has also
served as Manager (Engineering and Field Machinery), Manager (Pipe line and Fabrication), Manager (CSR) and Manager
(HSEQ).
Dr. Syed Ahmad Nadeem, General Manager
Dr. Syed Ahmad Nadeem joined OGDCL in 1991 as Senior Engineer (Process). He holds a Ph.D Degree in Fuel Technology from
University of Leeds, UK and a Bachelors' Degree in Chemical Engineering with specialization from University Of Punjab Lahore.He
is currently serving as General Manager (HSEQ).
Mr. Jamshed Ali Khan, General Manager
Mr. Jamshed Ali Khan joined the Company as Senior Accountant in April 1993. He is a qualified Management Accountant, and
a Fellow of the Institute of Cost & Management Accountants of Pakistan. He is currently serving as General Manger (Finance)
since July 2013 and has also served as Manager (Budget & Management Reporting) from 2010 to 2013.
Mr. Ahmed Hayat Lak, General Manager and Secretary
Mr. Ahmed Hayat Lak joined the Company in 2011. He holds an LL.M. from the University of Wolverhampton and an LL.B.
(Hons.) from the University of London, U.K. Since 2012, he has served as Company Secretary and General Manager (Legal
Services). He previously served in Pakistan Oilfields Limited as head of their Corporate & Legal Services Department. He also
worked in the National Accountability Bureau (NAB) as Advisor to the Chairman and as Consultant in the Office of the Prosecutor
General.
7.6 NUMBER OF DIRECTORS
As per Article 55 of the Articles of Association, the Company shall have at least 8 Directors, subject to the said minimum, the
number of Directors that the Company shall have, shall be determined by the Board in consultation with the Government of
Pakistan and in accordance with the Ordinance.
7.7 QUALIFICATION OF DIRECTORS
As per Article 66, a Director shall not require any share qualification so long as the subscribers' shares are in issue. Thereafter,
the qualification of a Director shall be his holding of 500 shares of PKR 10/- each in his own name. In the case of a Director
representing the interest of a member or members holding shares of the requisite value, no such share qualification shall be
required; provided he is appointed as such representative by the member or members concerned by notice in writing addressed
to the Companyspecifying the shares of the requisite value appropriated qualifying such Director. Shares thus appropriated
for qualifying a Director shall not, while he continues to be such representative, be appropriate for qualifying any other
Director.
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7.8 REMUNERATION OF THE DIRECTORS
As per Article 63 of the Articles of Association, until otherwise determined by the Company in the General Meeting, each
Director (including each alternate Director) shall be entitled to be reimbursed his reasonable expenses incurred by him in
consequence of his attendance at the meetings of the Directors, or of the Committee of Directors and also the remuneration
fee as may be determined by the Board.
7.9 BENEFITS TO THE PROMOTERS AND OFFICERS
No amount or benefit has been paid or given within the last two years or is intended to be given to any promoter or officer
or to any officer of the Company otherwise than as remuneration for services rendered as whole time executives of the
Company.
7.10 INTEREST OF DIRECTORS
The Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings. The
Directors performing whole time service to the Company may also be deemed to be interested in the remuneration payable
to them by the Company. The Directors may also be deemed to be interested to the extent of any shares applied for and
allotted to them, if any and interested in the dividends to be declared on their shareholding in the Company.
7.11 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY
None of the Directors of the Company had or has any interest in any property acquired by the Company or proposed to be
acquired by the Company.
7.12 ELECTION OF DIRECTORS
The Directors shall comply with the provisions of Section 174 to 178, 180 and 184 of the Ordinance for election of Directors
and matters ancillary thereto.
7.13 VOTING RIGHTS
The rights and privileges, including voting rights, attached to the Ordinary Shares of the Company is equal.
7.14 AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE
As required by the Code of Corporate Governance and Public Sector Companies (Corporate Governance) Rules, 2013, the
Board of Directors has constituted an audit committee comprising five non-executive directors (the "Audit Committee"). The
Audit Committee's terms of reference have been approved by the Board of Directors in compliance with the requirements
of the Code of Corporate Governance. Its responsibilities include safeguarding assets, monitoring internal audit function, the
appointment and remuneration of external auditors and compliance with applicable accounting and reporting standards/listing
rules.
The Audit Committee meets at least once every quarter, prior to the Board of Directors' approval of the Company's interim
results.Additional meetings are held to review and discuss other matters as required under the Audit Committee's terms of
reference, or as assigned by the Board of Directors.During the year ended June 30, 2014, the Audit committee held five
meetings.
Its present composition is: Mr. Iskander Mohammed Khan (as Chairman), Mr. Abid Saeed, Mr. Saif Ullah Chatta, Mr. Hamid
Farooq and Mr. Rehmat Salam Khattak (members).The committee will have its terms of reference as determined by the Board
of Directors in accordance with the guidelines provided in the Listing Regulation.
7.15 INTERNAL AUDIT
OGDCL has an independent Internal Audit Department. The scope and role of the Internal Audit Department has been duly
approved by the Board. This role corresponds to the responsibilities envisaged for the internal audit function under the Code
of Corporate Governance. The internal audit function is serving as an effective appraisal of internal controls which are meant
to have methods and measures in place to safeguard the assets, monitoring compliance with the best practices of Corporate
Governance, check the accuracy and reliability of its accounting data and encourage adherence to prescribed rules and policies.
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7.16 BORROWING POWERS
The Directors may exercise all the power of the Company to borrow and mortgage or charge its undertaking, property and
assets, (both present and future), and to issue debentures and other securities, whether outright or as collateral security for
the debt, liability or obligation of the Company, or of any third party as provided by the Articles of Association of the Company
and subject to the provisions of the Ordinance.
7.17 POWERS OF DIRECTORS
The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and
registering the Company, and may exercise all such powers of the Company as is not by the Ordinance, or by the Articles of
Association or by special resolution of the Company required to be exercised by the Company in a general meeting.
7.18 INDEMNITY
Every Director, Chief Executive, Chairman, Manager or officers of the Company or any person (whether an officer of the
Company or not) employed by the Company as Auditor or Advisor, shall be indemnified out of the funds of the Company
against any liability incurred by him as such Director, Chief Executive, Chairman, Manager, Officer, Auditor, or Adviser in
defending any proceedings, whether civil or criminal, in which judgment is given in connection with any application under
section 488 of the Ordinance in which relief is guaranteed to him by Court.
7.19 INVESTMENTS IN ASSOCIATED COMPANIES
% of Holding PKR
In associated undertakings Carrying Value as of 30 June 2014
Listed:
Mari Petroleum Company Limited 20.00% 375,807,000
7.20 INVESTMENT IN SUBSIDIARIES
The Company does not have any investments in subsidiaries.
7.21 REVALUATION OF FIXED ASSETS
The Company has not carried out any revaluation of assets in terms of assets in terms of Clause 22(2) of Section 1 of Part I
of the second Schedule to the Ordinance.
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PART 8
8. MISCELLANEOUS INFORMATION
8.1 REGISTERED OFFICE
Oil & Gas Development Company Limited
OGDCL House, Plot No 3, F-6/G-6, Blue Area,
Jinnah Avenue, Islamabad
Pakistan
Tel: 0092-51-9209811-8
Fax: 0092-51-9209804-6, 9209708
URL: www.ogdcl.com
Email: csec@ogdcl.com
8.2 BANKERS OF THE COMPANY
Allied Bank Limited
Askari Bank Limited
Bank Alfalah Limited
Bank Al Habib Limited
Barclays Bank PLC
Citibank
Deutsche Bank
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
HSBC Bank of Middle East
MCB Bank Limited
National Bank of Pakistan
NIB Bank Limited
Soneri Bank Limited
Standard Chartered Bank
United Bank Limited
8.3 AUDITORS OF THE COMPANY
KPMG Taseer Hadi & Company
Chartered Accountants
Sixth Floor, State Life Building No. 5
Jinnah Avenue, Blue Area, P.O. Box 1323
Islamabad Pakistan
Phone No - 051-2823558
Fax - 051-2822671
A.F. Ferguson & Company
Chartered Accountants
PIA Building, 3rd Floor
49 Blue Area, Fazl-ul-Haq Road,
P.O.Box 3021
Islamabad, Pakistan
Phone No - 051-2273457, 2273460 4861571-4 & 8350601
Fax - 051- 2277924 8350602
Email - ferguson@nayatel.pk
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8.4 BANKERS TO THE OFFER
01
02
03
04
05
06
07
08
09
10
Bank Code No.
8.5 LEGAL COUNSEL TO THE OFFER
HaidermotaBNR & Co.
D-79, Block 5, Clifton
Karachi, Pakistan - 75600
Phone No - 111 520 000
Fax - 021 3587 1054
Email - project.orchid@hmcobnr.com
8.6 LEGAL ADVISOR TO THE COMPANY
Ahmed & Qazi Advocates & Legal Consultants
402, 403, 404, 417, 4th Floor
Clifton Centre, Clifton, Karachi
Pakistan
Phone No - 021 111 000 073
Fax - 021 3586 0428
Email - law@ahmedandqazi.com
8.7 DOMESTIC LEAD MANAGER & BOOKRUNNER
KASB Bank Limited
2nd Floor, 24-C Shahbaz Commercial Lane-II
Main Khayaban-e-Shahbaz, Phase VI DHA,
Karachi, Pakistan
PABX No - +92-21-35349152-55
Fax No - +92-21-3534-9151
8.8 COMPUTER BALLOTER & SHARE REGISTRAR
Central Depository Company of Pakistan Limited
CDC House 99-B Block B, SMCHS, Shahrah-e-Faisal
Karachi
Phone No - 92-21-111-111-500
Fax No -92-21-34326053
Email - info@cdcpak.com
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8.9 MATERIAL CONTRACTS / DOCUMENTS
The Company has no material contracts executed or outstanding with respect to the Offer.
8.10 INSPECTION OF DOCUMENTS AND CONTRACTS
Copies of Memorandum and Articles of Association, Audited Financial Statements of the Company, Auditors' Certificates,
Agreements / Material Contracts referred to in this OFSD and related information may be inspected during the usual business
hours on any working day at the Registered Office of the Company, from the date of publication of this OFSD till the closing
of subscription list.
8.11 LEGAL PROCEEDINGS
From time to time the Company is involved in litigations or proceedings that have arisen in the ordinary course of business
and due to the fact that they operate in an environment in which litigants will institute proceedings without having to bear
substantial cost if they fail to establish a claim. The Company is not and has not been involved in any governmental, legal or
arbitration proceedings (including any proceedings which are pending or announced of which they are aware) during the
previous three financial years which may have, or have had in the recent past, significant effects on its financial position or
profitability.
The Company has a number of disputes, including employee and labour-related disputes, administrative disputes and disputes
relating to commercial operations (including land-related matters) pending before various lower, superior courts and
administrative courts. They are pursuing these disputes in the appropriate forums. In addition, the National Accountability
Bureau has initiated an inquiry in respect of a transaction made by the Company regarding hydrocarbons produced in Khyber
Pakhtunkhwa. In the view of the Company, this inquiry is not based on the merits and the Company is in the process of
challenging the same.
They also have numerous disputes with the Pakistani tax authorities over matters of interpretation of tax law. For example,
production from the Kunnar oil field was originally sold under a provisional pricing arrangement without a discount. Although
a discount was subsequently imposed and the relevant amount refunded to the GoP, in tax year 2014 the authorities claimed
PKR 13,370 million in taxes on the refunded amount (PKR 25,199 million) which they are currently disputing. The Company
also has a number of other outstanding disputes with Pakistani tax authorities in respect of various tax claims going back as
far as to 1992 and through to the 2013 tax year. These demands were issued by the Pakistani tax authorities in relation to
various contentious issues including the tax treatment of depletion allowance, decommissioning cost, tax rate and ring fencing
of exploration and development expenditures. These issues remain a common contention between the Pakistani tax authorities
and the E&P industry in Pakistan generally.
The total amount of tax claimed that the Company is disputing is PKR 49,164 million, of which PKR 47,594 million has been
paid by the Company to the tax authorities and which it is seeking to recover. The Company's obligation to pay the remaining
PKR 1,570 million, in connection with a dispute relating to the ring fencing of exploration and development expenditure, has
been stayed pending the outcome of the main appeals pending at the Appellate Tribunal of the Inland Revenue, Islamabad
Bench.
In addition, the Pakistan tax authority has made a claim of PKR 13,370 million against the Company for tax related to PKR
25,199 million of oil sales from the Kunnar field. This amount had initially been charged by the Company to the purchaser,
but the amount had to be returned following an agreement to reduce the price which applied to the sales. The Company has
filed appeals against these demands and is waiting for a hearing date at the Appellate Tribunal of the Inland Revenue. While
the Company has paid PKR 1,375 million as a result of this demand, the company has been granted the stay against payment
of any additional amounts pending a decision by the Appellate Tribunal.
Billing to Uch Power Limited (UPL) on account of gas supply comprises of four components, namely, Commodity Charge,
Commodity Transportation Charge, Demand Charge and Transportation Demand Charge. The first two components are on
account of actual deliveries of gas and OGDCL was charging sales tax on these two components whereas, the third and fourth
are fixed components and OGDCL was not charging sales tax on these two components. Federal Board of Revenue (FBR)
demanded payment of sales tax on all four components for the period from 1999 to March 2011. The issue was finally settled
by the Supreme Court of Pakistan to the effect that sales tax is chargeable on all four components. For the period from April
2011 to May 2012, OGDCL charged sales tax through debit notes amounting Rs 750.342 million to UPL after obtaining time
condonation from FBR. UPL filed petition before Islamabad High Court against time condonation granted by FBR which was
turned down. UPL then filed an Intra-Court appeal which is still pending. For the previous period from July 2004 to March
2011 OGDCL has also approached FBR for grant of time condonation for issuance of debt notes to UPL amounting Rs 3,180
million which is in process. The above said two amounts have been deposited with FBR. Sales tax on gas supply for prior period
from 1999 to June 2004 was time-barred, therefore, demand of Rs 1,262 million pertaining to this period was taken-back by
FBR.
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8.12 MEMORANDUM OF ASSOCIATION
The Memorandum of Association, inter alia, sets forth the objects for which the Company was incorporated and the business,
which the Company is authorized to undertake. A copy of the Memorandum of Association is annexed to this OFSD and has
been published with all issues thereof except those released as newspaper advertisement.
8.13 VALUATION OF ASSETS
The Company has not carried out any revaluation of assets in terms of assets in terms of clause 22(2) of Section 1 of part I
of the second Schedule to the Ordinance.
8.14 FINANCIAL YEAR OF THE COMPANY
The financial year of the Company commences from July 1st and ends on the June 30th each year.
8.15 CAPITALIZATION OF PROFITS
The Company has not issued bonus shares except as laid out in Section 3.1 above.
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9. APPLICATION AND ALLOTMENT INSTRUCTIONS
9.1 ELIGIBLE INVESTORS
Eligible investors include:
i) Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani nationality;
ii) Foreign nationals whether living in or outside Pakistan;
iii) Companies, bodies corporate or other legal entities incorporated or established in or outside Pakistan (to the extent
permitted by their constitutive documents and existing regulations, as the case may be);
iv) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their Trust Deeds and existing regulations);
and
v) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
9.1.1 APPLICATION MUST BE MADE ON THE COMMISSION'S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF
ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.
9.1.2 Copies of OFSD and application forms can be obtained from members of Karachi Stock Exchange Limited, Lahore Stock
Exchange Limited and Islamabad Stock Exchange Limited, Bankers to the Offer and their Branches, the Joint Lead Managers
and the registered office of the Company. The OFSD and the Application Forms can also be downloaded from the following
websites:
http://www.kasb.com;
http://www.ogdcl.com;
http://www.privatization.gov.pk
9.1.3 The applicants opting for scripless form of shares are required to complete the relevant sections of the application. In
accordance with provisions of the Central Depositories Act, 1997 and the CDC regulations, credit of such shares is allowed
ONLY in the applicant's own CDC account. In case of discrepancy between the information provided in the application
form and the information already held by CDS the Company reserves the right to issue share in physical form.
9.1.4 Name(s) and Address(es) must be written in block letters, in English, and should not be abbreviated.
9.1.5 Application must bear the name and signature corresponding with that recorded with the applicant's banker. In case of
difference of signature with the bank and Computerized National Identity Card (CNIC) or National Identity Card for Overseas
Pakistanis (NICOP) or passport, both the signatures should be affixed on the application form.
9.1.6 APPLICATION MADE BY INDIVIDUAL INVESTOR
i) In case of individual investors, an attested copy of the CNIC, should be enclosed and the number of CNIC / Passport
should be written against the name of the applicant. Copy of these documents can be attested by any Federal / Provincial
Government gazetted officer, Councilor, Oath Commissioner or Head Master of High School or Bank Manager in the
Country of the Applicant's residence.
ii) Original CNIC/Passport, along with one attested photocopy, must be produced for verification to the banker to the Offer
and the applicant's banker (if different from the banker to the Offer) at the time of presenting theapplication. The
attested photocopy will, after verification, be retained by the bank branch along with the application.
9.1.7 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS
i) Applications made by companies, corporate bodies, mutual funds, provident/pension/gratuity funds/trusts and other
legal entities must be accompanied by an attested photocopy of their Memorandum and Articles of Association or
equivalent instrument / document. Where applications are made by virtue of a Power of Attorney, the same should also
be submitted along with the Application. Any Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager,
Oath Commissioner and Head Master of High School or Bank Manager in the Country of applicant's residence can attest
copies of such documents.
9.1.8 Attested copies of the documents mentioned in 9.1.6(i) must be produced for verification to the banker to the Offer and
the applicant's banker (if different from the banker to the Offer) at the time of presenting the application. The attested
copies, will after verification, be retained by the bank branch along with the application.
PART 9
78
9.1.9 Only one application will be accepted against each account, however, in case of joint account, one application may be
submitted in the name of each joint account holders.
9.1.10 Joint application in the name of more than two persons will not be accepted. In case of joint application each applicant
must sign the application form and submit attested copies of their CNIC's / Passports. The shares/certificates will bedispatched
to the person whose name appears first on the application form while in case of CDS, it will be credited to the CDS account
mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refundedby
cherub or other means by post, or through the banks where the application was submitted, to the person named first onthe
application form, without interest, profit or return. Please note that joint application will be considered as single application
for the purpose of allotment of shares.
9.1.11 Subscription money must be paid by chequedrawn on applicant's own bank account or pay order/ bank draft payable to
one of the Bankers to the Offer"OFFER FOR SALE OF OIL AND GAS DEVELOPMENT COMPANY LIMITED" and crossed "A/C
PAYEE ONLY".
9.1.12 For the applications made through pay order/bank draft, it would be permissible for a banker to the Offer to deduct the
bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually
for each application
9.1.13 The applicant should have at least one bank account with any of the commercial banks. The applicants not having a bank
account at all (non-account holders) are not allowed to submit application for subscription of Shares
9.1.14 Applications are not to be made by minors or persons of unsound mind.
9.1.15 Applicants should ensure that the bank branch, on which their application is submitted, completes the relevant portion of
the application form.
9.1.16 Applicants should retain the bottom portion of their application form as provisional acknowledgement of submission of
their application. This should not be construed as an acceptance of the application or a guarantee that the applicant willbe
allotted the number of Shares for which the application has been made.
9.1.17 Making of any false statements in the application or willfully embodying incorrect information therein shall make the
application fictitious and the applicant or the bank shall be liable for legal action.
9.1.18 Bankers to the Offer are prohibited to recover any charges from the subscribers for collecting subscription applications.
Hence, the applicants are advised not to pay any extra charges to the bankers to the Offer.
9.1.19 It would be permissible for a Banker to the Offer to refund subscription money to unsuccessful applicants having an account
in its bank by crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants should,
therefore, not fail to give their bank account numbers.
9.1.20 Submission of Fictitious and multiple applications (more than one application by same person) is prohibited and such
applications' money shall be liable to confiscation under section 18A of the Securities and Exchange Ordinance, 1969.
9.2 ADDITIONAL INFORMATION FOR FOREIGN, NON-RESIDENT INVESTORS
9.2.1 In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicant's letterhead
stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum
of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of
Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank
manager in the country of applicant's residence.
9.2.2 Applicants may also subscribe using their SCRAas set out under the State Bank of Pakistan's Foreign Exchange Manual.
9.3 BASIS OF ALLOTMENT
9.3.1 For the allotment of share to the general public, the procedure disclosed in Section 3.7of the OFSD shall be followed.
79
9.3.2 Bankers to the Offer
01
02
03
04
05
06
07
08
09
10
Bank Code No.
9.3.3 Code of Occupation
Code No. Occupation Code No. Occupation
01 Business 06 Professional
02 Business Executive 07 Student
03 Service 08 Agriculturist
04 Housewife 09 Industrialist
05 Household 10 Others
9.3.4 Nationality Code
Code No. Name of Country Code No. Name of Country
001 U.S.A 006 Iran
002 U.K 007 Bangladesh
003 U.A.E 008 China
004 K.S.A 009 Bahrain
005 Oman 010 Other
80
PART 10
Signed, as required by Section 57(3)read with Section 62(3) of the Ordinanceby:
For and on behalf of the Offeror:
10. SIGNATORIES TO THE OFFER FOR SALE DOCUMENT
-sd- -sd-
Ministry of Finance, Revenue, Economic Ministry of Finance, Revenue,Economic
Signed by the above in presence of witnesses:
Witness 1: Witness 2:
-sd- -sd-
Khurram Bhatti
Privatisation Commission
Ministry of Finance, Revenue, Economic
Affairs, Statistics and Privatization
CNIC# 61101-1890010-5
Rascim Khan Khattak
Privatisation Commission
Ministry of Finance, Revenue, Economic Affairs,
Statistics and Privatization
CNIC# 17301-8418521-7
81
11. MEMORANDUM OF ASSOCIATION OF THE COMPANY
Memorandum of Association
of
Oil and Gas Development Company limited
The Companies Ordinance, 1984
(Company Limited By Shares)
PART 11
1. NAME AND STYLE
I. The name of the Company is The Oil and Gas Development Company Limited.
2. REGISTERED OFFICE
II. The registered office of the Company will be situated in Islamabad Capital Territory.
3. OBJECTS
III. The objects for which the Company is formed are:
1. To plan, promote, organize and implement programmes for the exploration and development of oil and gas resources.
2. To carry out geological, geophysical and other surveys for the exploration of oil and gas.
3. To take over, acquire, renew, unitize and hold any exploration, prospecting, development and production concessions
of whatever nature or otherwise acquire any estate or interest, develop resources of work, dispose of or otherwise turn
to account land or sea beds in from, and to search for or participate in the exploration for petroleum or any other oil
in any from, asphalt, bitumen or similar substances, or natural gas, or any substance, used, or which may be capable
of use, and to organize, equip and employ expeditions, experts and other agents and to carry out drilling and other \
exploratory operations, and to establish, and operate oil and gas wells and other undertakings to estimate the reserves
of oil and gas and for the extraction of any of the aforesaid substances.
4. To acquire shares of companies or interests of the Government of Pakistan in the existing and new petroleum joint
ventures or corporations by cash payment, or by the issue of shares credited as fully paid up, debenture, debenture
stock or other securities of the Company, or for such other consideration as the Company may think fit, and thereafter
to hold and enjoy all interests, rights, contracts and privileges vested in or arising therefrom and be responsible for the
liabilities connected with the title of such acquisitions.
5. To produce, refine, sell, supply, market, distribute, transport and otherwise dispose of crude oil, condensate LPG, NGL
and atural gas and refinery gases and by-products pursuant to any of the objects mentioned in this Memorandum for
domestic, commercial or industrial uses or for lighting, heating power generation or any other purpose whatsoever.
6. To construct, own, purchase, acquire, lease, build, erect, install, establish, operate, manage and maintain plants,
laboratories, equipment, apparatus and other facilities for the purpose of distilling, refining and processing petroleum
and preparing therefrom products and by-products of any kind and of producing substances necessary in connection
with the distilling, refining and processing as aforesaid and for experimentation, manufacture, processing, storage, sale
and distribution of all or any product whatsoever generally dealt with by petroleum companies.
82
7. Generally to purchase, take on lease or in exchange, hire or otherwise acquire any movable or immovable property and
any rights, concessions or privileges which the Company may think necessary or convenient for the purposes of its
business or which may enhance the value of any other property of the Company, and in particular any petroleum bearing
or other lands, patent rights, buildings, easements, machinery, plant vehicles and stock-in-trade.
8. To acquire and undertake the whole or any part of the business, assets and liabilities of any person, firm, body, association,
corporation or company carrying on any business which the Company is authorized to carry on or possessed of property
suitable for any purpose of the Company.
9. To acquire, take over or merge and amalgamate with any other company, corporation or body for carrying on and
extending the business of the Company or for expanding and extending its operations, or for any other function which
may be beneficial for the Company.
10. To establish or promote or concur in establishing or promoting any company for all or any of the objects mentioned in
this Memorandum or any extension thereof or for acquiring all or any of the property, rights and liabilities of the
Company, or for any purpose which may seem directly or indirectly calculated to benefit the Company or otherwise to
transfer to any such company all or any of the properties of the Company and to place or guarantee the placing of,
subscribe for or otherwise acquire and hold all or any part of the shares, debentures or other securities of any such
company, and to subsidize the same and to perform any services or undertake any duties for or on behalf of the same,
and in any other manner to assist any such company on such terms as may be agreed and either with or without
remuneration.
11. To pay for any business, property, grants, rights, concessions, privileges and all kinds of assets or interest acquired or
agreed to be acquired by the Company and generally to satisfy (subject to the provisions of Section 87 of the Companies
Ordinance) any obligation of the Company by the issue or transfer of shares of this Company or any other company
credited as fully paid up or of debentures or other securities of this or any other company.
12. To enter into any arrangement with any Government, Municipal Authority or Corporation constituted under Federal
or Provincial Act which may seem conducive to the Company's objects or any of them and to obtain from any such
Government or Authority any concessions, grants or decrees, rights or privileges whatsoever which the Company may
think fit or which may seem to the Company capable of being turned to account and to work, develop, carry out, exercise
and turn to account any such arrangements, concessions, grants, decrees, rights or privileges.
13. To take part in management, supervision or control of business or operations of any company or undertaking, other
than as managing agents, and for that purpose, to appoint and remunerate any Director, accountant, specialist, consultant
or other experts, and to act as secretaries of any such company or undertaking.
14. To enter into all kinds of working arrangements, other than as managing agents, with other persons, companies,
corporations and also to make and carry into effect schemes and arrangements with respect to sharing of profits, union
of interests, cooperation, amalgamation either in whole or in part, joint ventures, or reciprocal concessions, or any other
arrangement with any other persons, firms, companies or corporations including the acquisition of all or any portion
of the business of or conducting and supervising (but without acting as managing agent) the management or business
of any corporation, establishment, project or any undertaking which seem to directly or indirectly benefit the Company
or in pursuance of any Central or Provincial Law, Order, Regulation or Government directives whether in force or brought
in force hereinafter.
15. To cultivate, clear, manage, farm, irrigate and otherwise work or use any land over which the Company has any right
and to dispose of or otherwise deal with any farm or other products of any such land, and to layout sites for and establish
temporary or permanent camps, towns and villages on any such land.
16. To own, acquire, construct, establish, assemble, install, lay out, improve, maintain, work, manage, operate, carry out
or control, or aid in, contribute or subscribe to the construction, erection, maintenance and improvement or working
of roads, ways, tramways, railways, aerodromes and landing fields, docks, wharves, piers, bridges, jetties, breakwaters,
dredging facilities, moorings, harbour, abutments, viaducts, aqueducts, canals, tubewells, water courses, tanks, storage,
installation, refineries, pipes, pipelines, telegraphs, telephones, wireless, gas works, steam works, electric lighting and
power works, power houses, hydro-electric plants, laboratories, factories, mills,foundries, workshops, machine shops,
warehouses, shops, stores, fuel stores, hangers, garages, guard towers, machinery and other appliances of all kinds of
fueling equipment, hotels, clubs, restaurants, lodging houses, baths, places of worship, hospital, dispensaries, places
of amusements, pleasure grounds, parks, gardens, reading rooms, dwelling houses, office and other buildings, works
and conveniences which may be calculated, directly or indirectly, to advance the Company's interests and to contribute
subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management,
carrying out or control thereof, and to take any lease or enter into any working agreement in respect thereof.
17. To purchase, build, charter, affreight, hire and let out for hire or for chartering and affreightment, and otherwise to
obtain the possession of, and use, operate and dispose of, and employ or turn to an account ships, lighters, barges, tugs,
launches, boats and vessels of all kinds (including tankers and tank vessels), marine equipment, automobiles, lorries,
motor trucks and tractors, airplanes, locomotives, wagons, tanks, cars and other rolling stock and otherwise to provide
for and employ the same in the conveyance of petroleum and other minerals, movable properties and merchandise of
all kinds, and the transportation of personnel, employees, customers and visitors and to purchase or otherwise acquire
any shares or interests in any ships or vessels, airplanes, railways, motor transportation, or in any companies, possessed
of or interested in any ships, vessels, airplanes, railways and motor transportation.
18. To purchase, manufacture or otherwise acquire and to hold, own invest, trade and deal in, mortgage, pledge, assign,
sell, transfer or otherwise dispose of goods, wares, merchandise and personal property of every class and description
and to transport the same in any manner, relating to the main business of the Company.
19. To buy, sell, manufacture and deal in minerals, plants, machinery, implements, conveniences, provisions, and things
capable of being used in connection with or required by workmen and other employed by the Company or in connection
with the business of the Company.
20. To provide corporate advising, legal services and turnkey or otherwise consultancy, operational and management services
for entire range of activities of petroleum exploration, development and production to the interested persons, corporations,
companies etc. including but not limited to selection of concession areas, work programme, concession negotiation,
prospect evaluation, drilling, well completion and well completion supervision, programming, project preparation,
project monitoring and project management for exploration, development and production of petroleum resources and
related activities, to any association, person or company in furtherance of the Company's objects.
21. To carry out, encourage, promote and provide services for undertaking reservoir and field development studies and
plans for the establishment of oil and gas reserves.
22. To apply to the proper authority or authorities and sue for a grant of license or licenses to lay down rails, pipes, or other
materials in any public road, street or public place for the purpose of enabling the Company to carry on the business
or objects for which it is formed and to build wharves or abutments in any port harbour or public water for any such
like purpose.
23. To invest and deal, from time to time, with the surplus moneys of the Company not required for its main business in
any manner and in particular to accumulate funds or to acquire or to take by subscription absolute or conditional,
purchase or otherwise howsoever and to hold, and dispose of shares and other securities of any other company,
association, undertaking in Pakistan or abroad.
24. To invest and deal with the moneys of the Company in such new projects, companies, works and research as may be
directed by the Government of Pakistan.
25. To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the Company or any part thereof
for such consideration as the Company may think fit, and in particular for shares, debentures or other securities of any
company whether or not having objects altogether or in part similar to those of the Company.
26. To apply for purchase or otherwise acquire and protect, prolong and renew whether in Pakistan or elsewhere any
patents, patent rights, brevetd `inventions', trademarks, licenses, protections, concessions and the like conferring any
exclusive or non-exclusive or limited right to use the same or any secret or other information as to any invention, process
or privilege which may seem capable of being used for any of the purposes of the Company or the acquisition of which
may seem calculated directly or indirectly to benefit the Company and to use, exercise, develop, manufacture under
or grant licenses or privileges in respect of or otherwise turn to account the property, rights and information so acquired
and to carryon any business in any way connected therewith.
83
84
27. To sell, improve, manage, develop, exchange, mortgage, (with or without a power of sale), let or rent, share of profit
royalty or otherwise grant licenses, easements, options, servitude and other rights over and in any other manner deal
with or dispose of the undertaking, real and personal property, assets, rights and effects of the Company, or any part
thereof, for such consideration as may be thought fit and in particular for equity funds and other funds, shares, debentures,
debenture stock or other obligations or securities of any other company.
28. To establish, provide, maintain and conduct or otherwise subsidize research laboratories and experimental workshops
for scientific and technical research, experiments and tests of all kinds; and to promote studies and research, both
scientific and technical investigations and inventions by providing, subsidizing, endowing or assisting laboratories,
workshops, libraries, lectures, meetings and conferences and by providing or contributing to the scientific or technical
professors or teachers and by providing or contributing to the award of scholarships, prizes, grants to studies or otherwise
and generally to encourage, promote and reward studies, researches, investigations, experiments, tests, and inventions
of any kind that may be considered likely to assist any business which the Company is authorized to carry on.
29. To expend money in experimenting on and testing in improving or seeking to improve any patents, rights, inventions,
discoveries, processes or information of the Company or which the Company may acquire or propose to acquire.
30. To open and maintain Company's accounts with banks, financial institutions and to draw, make and endorse, accept,
discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, participation terms certificates,
and other negotiable or transferable instruments.
31. To borrow or raise money and secure or discharge any debt or obligation binding on the Company after the commencement
of business in such manner as may be thought fit, and in particular by mortgage of or charges upon the undertaking
and all or any of the real and personal property (present and future), or by the creation and issue, on such terms as may
be thought expedient, of debenture, term finance certificates (TFCs), participation term certificates (PTCs), or other
redeemable capital as defined in the Companies Ordinance, 1984, or other securities of any description, and to issue
any of the Company's shares, securities or other obligation for such consideration (whether for cash, services rendered
or property acquired or otherwise) and on terms as may be thought fit.
32. To advance money or give credit for the business of the company, and on such terms as may seem expedient, to customers
and others having dealing with the Company, and to guarantee the performance of any contract or obligation of the
company.
33. To remunerate any person or company for property or rights acquired by or services rendered to this Company either
by cash payment or by allotment of shares or securities of the Company credited as paid up in full.
34. To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation
and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining application
for or taking, placing or underwriting or procuring the underwriting of shares, debentures, or other securities of the
Company.
35. To have the Company registered or recognized in any part of the world.
36. To distribute any of the property of the Company among its members in specie or kind at the time of winding up but
no distribution amounting to a reduction of capital be made except with the sanction, if any, for the time being required
by law.
37. To place in the Share Premium Account any moneys received by way of premium on shares issued at a premium by the
company and apply the same for the purposes prescribed in section 83 of the Ordinance.
38. To create any depreciation fund, reserve fund, sinking fund or any other special fund whether for depreciation or for
preparing, improving, extending or maintaining any of the properties of the Company or for any other purpose conducive
to the interests of the Company.
85
39. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory
pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions,
allowances or emoluments to any person(s) who are or were at any time in the employment or service of the Company,
or of any company which is subsidiary of the Company or is allied to or associated with the Company, or with any such
subsidiary Company, or who are or were at any time Directors, or officers of the Company or any of such other company
as aforesaid and the wives, widows, families and dependents of any such persons, and also establish and subsidize and
subscribe to any institutions, including in particular, any cafeterias, canteens, or clubs, or funds calculated to be for the
benefit of or to advance the interests and well being of the Company or of any such other company as aforesaid, and
make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either
alone or in conjunction with any such other company as aforesaid.
40. To provide for the welfare of any employees and ex-employees of the Company or persons formerly engaged in any
business acquired by the Company (including Directors and ex-Directors, officers and ex-officers) and the wives, widows
and families or the dependents of such persons, by building or contributing to building of houses, dwellings, or by grants
of money, pensions, allowances, bonuses or other payments or by creating and from time to time subscribing or
contributing to provident fund and other associations, institutions, funds or trusts and providing or subscribing or
contributing towards places of instructions and recreations, mosques, schools, colleges, universities, hospital and
dispensaries, medical and other attendance and such other assistance as the Directors shall think fit, and to subscribe
to, contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or
other objects which shall have any moral or other claim to support or aid either by reason of locality or operation or
of public and general utility or otherwise.
41. To aid, pecuniarily or otherwise, any association, body or movement having for an object the solution, settlement or
surmounting of industrial or labour problems or troubles or the promotion of industry or trade.
42. To undertake and execute any trusts, the undertaking of which may seem desirable and whether gratuitously or otherwise.
43. Subject to the provisions of the Companies Ordinance, 1984 or any other enactment in force, to indemnify and keep
indemnified members, officers, directors, agents and servants of the Company against proceedings, costs, damages,
claims and demands in respect of any thing done or ordered to be done by them and in the interests of the Company
and for any loss, damage, or misfortune whatever and which shall happen in execution of the duties of their offices or
in relation thereto.
44. To apply for, promote and obtain Act of appropriate Legislature, charter, privileges, concessions, license or authorization
of any government, state or municipality, provisional order or license of any authority for enabling the Company to carry
any of the powers of the Company or for effecting any modification of the constitution of the Company or for any other
purpose which may be for the benefit of the Company.
45. To perform such additional functions as may be assigned to the Company from time to time by the Government.
46. To have power to invest in any new projects and to set up subsidiary companies as may be determined from time to
time by the Company or as prescribed by any Government or local authority.
47. Subject to Section 206 of the Ordinance, to do all or any of the above things and all such other things, as are incidental
or conducive to the attainment of the above objects in Pakistan or any other part of the world.
48. To act of the attainment of the above objects, either as principals, agents, trustees, contractors or otherwise and either
alone or in conjunction with others. And it is hereby declared that the objects specified in each of the paragraphs of
this clause shall be regarded as independent objects, and accordingly shall in no case be limited or restricted (except
where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or
the name of the Company but may be carried out in as full and ample a manner and construed in as wide a sense as if
each of the said paragraphs defined the objects of a separate and distinct company.
49. Notwithstanding anything contained in the foregoing objects, clauses of this Memorandum of Association, nothing shall
construe any power upon the Company to indulge in or to undertake banking business directly or indirectly, business
of an investment or insurance company or managing agency business in Pakistan as restricted under the law or any
other unlawful operation.
86
IV. The liability of the members is limited.
V. The authorized capital of the Company is PKR[50]
3
billion divided into [5]
4
billion shares of PKR10 (Rupees ten) each.
The Company shall have power to increase, reduce or reorganize the capital of the Company and divide shares in the
capital for the time being into several classes constituting ordinary shares in accordance with the provisions of the
Companies Ordinance, 1984.
3
Authorized Capital Increased by Special Resolution dated October 22, 1998 - Rs 25 billion
4
Authorized Capital Increased by Special Resolution dated September 20, 2003 - Rs 50 billion
OFFER FOR SALE OF SHARES BY THE GOVERNMENT OF PAKISTAN THROUGH PRIVATISATION
COMMISSION OF ORDINARY SHARES OF OIL AND GAS DEVELOPMENT COMPANY LIMITED
(THE COMPANY) THROUGH BOOK BUILDING PROCESS AT A FLOOR PRICE
The Government of Pakistan through the Privatization Commission is divesting 322,460,900 Ordinary Shares (7.5% of
the Total Paid Up Capital of the Company), are being offered through book building process to Institutional Investors
and High-Net-Worth Individuals at the floor price which will be determined by the PC Board and CCOP and shall be
communicated via the Stock Exchanges aftermarket hours on October 13, 2014.
Instructions for Filling the Bidding Form
1. The bidding period shall remain open forfive (5) working days commencing from the business hours at 9:00 am
on 09/10/2014 and will close at 7:00 pm on 15/10/2014.
2. Fill in all the particulars of the form accurately in BLOCK LETTERS.
3. Kindly provide an attested copy of CNIC or passport (in case of HNWI) or NTN Certificate (in case of financial
institution) or Certificate of Incorporation (in case of companies) along with the bidding form.
4. Applicants are requested to provide accurate contact details. Please provide accurate landline number(s),
mobile number(s), fax number(s) and email address(es).
5. Submit complete bidding form along with the margin money via Demand Drafts or Pay Orders.
6. Bidders are requested to provide two copies of the bidding instrument at the time of the bid.
Please Note:
7. For deposit of margin money, only Pay Orders or Demand Drafts will be accepted.
8. Receiving will only be provided on duplicate bidding form. Please ensure that a duly filled duplicate bidding
form is submitted with at the time of placement of bid.
9. The bidder is required to duly fill Additional Payment form for depositing additional funds for enhancement of
deposit amount.
10. Please note that bid withdrawals will not be allowedafter 5:00pm on the last day of the bidding period i.e.
15/10/2014.
11. All payment to be made in favor of A/C Offer for Sale of Oil and Gas Development Company Limited Book
Building Accountat any of the following bidding centers:
Karachi Islamabad
Contact Officer: Mr. Muhammad Younus Contact Officer: Mr. Manzoor Elahi
Direct No: 0092-21-3262-0119 Direct No: 0092-51-227-2830
Mobile No: 0092-300-257-6970 Mobile No: 0092-300-5589-375
Office No: 0092-21-111-222-000 Office No: 0092-51-111-222-000
Fax No: 0092-21-3221-1851 Fax No: 0092-51-2272-847
Email: muhammad.younus@kasb.com Email: manzoor.elahi@kasb.com
Web: www.kasb.com/securities Web: www.kasb.com/securities
Postal Address: KASB Securities Limited, 6th Floor, Trade
Centre, I.I. Chundrigar Road, Karachi.
Postal Address: KASB Securities Limited, 90-91 Razia Sharif
Plaza, Jinnah Avenue, Blue Area, Islamabad.
Lahore Gujranwala
Contact Officer: Mr. Naeem Rana Contact Officer: Mr.Faisal Yaqoob Khokhar
Office No: 0092-42-111-222-000 Office No: 0092-55-3822-502 - 04
Fax No: 0092-42-3578-7545 Fax No: 0092-55-3822-505
Email: naeem.rana@kasb.com Email: faisal.yaqoob@kasb.com
Postal Address: KASB Securities Limited, 2nd Floor, Fountain
Avenue Building, 64-A Main Boulevard, Main
Gulberg, Lahore.
Postal Address: KASB Securities Limited, Branch Office, 81,
Ground Floor, Gujranwala Development
Authority Trust Plaza, Gujranwala.

Rahim Yar Khan Sialkot
Contact Officer: Mr.Laiq Qureshi Contact Officer: Mr.Tanweer Anwar
Office No: 0092-68-5873-254 Office No: 0092-52-3256-036 - 37
Fax No: 0092-68-5873-251 Fax No: 0092-52-3256-038
Email: laiq.qureshi@kasb.com Email: tanweer.anwar@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Plot No.
29, City Park Chowk, Rahim Yar Khan.
Postal Address: KASB Securities Limited, Branch Office,
Ground Floor, City Tower, Shahab Pura
Road, Sialkot.
Multan Peshawar
Contact Officer: Mr.Alam Akhtar Contact Officer: Mr.MuhammadIlyas Khan
Direct No: 0092-61-4780300 Direct No: 0092-91-5271-537
Office No: 0092-61-4500-273 - 76, 0092-61-4780-301 - 02 Office No: 0092-91-5276-025 - 28
Fax No: 0092-61-4500-272 Fax No: 0092-91-5273-683
Email: alam.akhtar@kasb.com Email: ilyas.khan@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Ground
Floor, State Life Building, ChowkNawanSheher,
Abdali Road, Multan.
Postal Address: KASB Securities Limited, Branch Office, 1st
Floor, State Life Building, 34-The Mall,
Peshawar Cantt., Peshawar.
Faisalabad Rawalpindi
Contact Officer: Mr.Muhammad Shahid Rana Contact Officer: Mr.Waseem Salman
Office No: 0092-41-2541-006 - 7, 0092-41-2541-186 Office No: 0092-51-5701-521 - 24
Fax No: 0092-41-2541-189 Fax No: 0092-51-5701-525
Email: shahid.rana@kasb.com Email: waseem.salman@kasb.com
Postal Address: KASB Securities Limited, Branch Office, Ground
Floor, State Life Building, 2-Liaquat Road,
Faisalabad.
Postal Address: KASB Securities Limited, Branch Office, 3rd
Floor, East Wing, Ferozsons Chamber,
Saddar Road, Rawalpindi.
12. Cash should not be submitted WITH BIDDING FORM AT THE BID COLLECTION CENTER.
13. THE BID SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON AT LOCATIONS mentioned in
note 11 above OR THROUGH REGISTERED EMAIL mentioned on bidding form AT ogdcl.bookbuild@kasb.com.
14. The bidders are requested to fill in both the original and duplicate copy of bidding forms completely. Upon
submission, they will receive back the duly singed and stamped duplicate form of their bids which will be proof
of their bid submission. In case of email, a reply acknowledgement will be send back from the email address
mentioned in note number 13 above.
15. Bids can be placed at limit price or step bid.
16. Bid / margin money shall be deposited through demand draft/pay order. The applicant, if HNWI, shall submit
amount of 100% of the application money as bid/margin money whereas Institutional Investors shall submit
not less than 25%.of the application money.
17. Bidders can revise or withdraw their bids during the bidding period (for details) please refer to Para 2.12 and
2.14 of the Preliminary Prospectus.
Book Runners shall not accept any bid after 5:00 pm during the days of the bidding period, and the bid(s) collected
thus far, shall be required to be entered into the system by 7:00 pm on the final day and thereafter no bid shall be
entered into the system or be revised in any way and for any reason even if the bid application has been received
from the investor.
18. Successful bidders shall be intimated, within two (2) working days of the closing of the bidding period, the
strike price and the number of shares provisionally allotted to each of them.
19. The successful institutional bidders shall, within four (4) working days of the closing of the Bidding Period,
deposit the balance amount of the application money as consideration against the allotment of shares.
20. Allotment of shares shall be transferred within seven (7) working days after the close of the bidding period.
21. Unsuccessful bid shall be refunded within seven (7) working days of the close of the bidding period, through
courier, to the address submitted on the Bidding Form.
22. The bidder shall provide a valid email address in the bid form so that the relevant ID. Password and form no
can be emailed to them upon placement of the bid.
OIL &
C
The Gove
Developm
value of P
Name
Address
Fax #
Payment
Amount i
Figures
Bankers
CDC Part
Sub Hou
CDC In
The Priv
5-A Cons
Islamaba
www.pr
Dear Sir,
On the b
company
Bid Optio
Limit Ord
Step Orde
Option (1
Option (2
Option (3
Option (4
Option (5
Total (Sha
Important
1) Bids s
fracti
1,000
& GAS DEV
COMPANY L
ernment of Paki
ment Company L
PKR 10/- each)
PLEASE FILL TH
Details: P
in
Name, Address &
Furthe
ticipant Name
use A/C No
nvestor Service A
vatization Comm
stitution Avenue
ad, Pakistan
rivatisation.gov.
,
basis of the Com
y as under:
on (Please tick)
der
er:
1)
2)
3)
4)
5)
ares and Bid)
t Instructions:
should be placed
ional shares will
0,000.
VELOPMEN
LIMITED
istan through t
Limited through
E FORM IN BLOC
Email:
Payments to be ma
& Branch
Bidders are re
ermore, please
A/C ID
mission
e, EDB Building
.pk
mpanys Prelimin
No. of S
(In
d for a minimum
not be accepta
NT
DO
he Privatization
h Book Building
CK LETTERS. PLE
ade in favor of :
Instrument N
equested to pro
refer to the inst
C
nary Offer for S
hares Bid for
Figures)
m amount of PKR
ble. Please ensu
Bidd
OMESTIC L
n Commissionis
g process to Inst
EASE MAKE SUR
Local
Institutional
Cell #
Land Line#
C
Offer for Sale of O
o.
vide two copies
tructions page to
CDC Details for S
CDC
Hou
CDC Details
CDC
ale Document p
Bid
Bid price pe
(In figur
R 1,000,000. It sh
ure that after rou
ding Form
EAD MANA
offering 311,17
titutional Inves
RE TO PROVIDE A
Investor
CNIC/NTN/Passpo
Oil & Gas Developm
I
D
s of each bidding
o avoid any inco
Sub A/C and Hou
Participant ID N
se A/C No.
s for Investor A/
Investor A/C No
printed on DD/M
Details
r share
es)
hould also be no
unding, the num
AGER
T
S
74,800 Ordinary
tors and High-N
ACCURATE DETA
Please Tick the
Foreign
Institution
Resident
Non Resident
Foreigner
ort No.
ment Company Li
nstrument
Date
g instrument at
onvenience rega
use A/C
No
/C
o
MM 2014, I / we
oted that no. of
mber of shares m
Tick One K
R
SKT FSD P
Bidding starts
Bidding ends
Bidding form
y Shares (i.e.96
Net-Worth Indiv
AILS TO AVOID A
e appropriate box
nal Investor
N
imited BookBuild
the time of the
arding bidding in
e hereby bid for
Total Bid Am
(In figur
shares bid for sh
multiplied by you
_________
KHI LHR
RWP MUL
PSH RYK
s on
on
No.
6.5% of the offe
viduals at a floo
ANY INCONVEN
High N
Individ
Nationality
ding
Margin
%age
bid.
nstruments.
r subscription of
mount
res)
hould be rounde
r bid price is at l
________________
Si
ISB
GJR
SKT
9/10/2014
15/10/2014
er) of Oil & Gas
or price (at face
IENCE
et Worth
uals
f shares of the
ed and
least PKR
_______________
ignature of Bidder
s
e
_
r
In terms of the Listing Regulations of the Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange, I/we
am/are eligible to bid in this Offer for Sale of Shares. The amount payable on biding is remitted herewith which is the
applicable margin amount. I/We agree to pay the balance amount of application money, if any, upon successful allocation of
shares by the Company. In case no shares are allotted to me/us you are hereby authorized to return to me/us by demand
draft/pay order/cheque application money, within seven (7) working days of the close of the bidding period, through courier,
to the first address written below or to the bank through which I/we tender this application.
I/We agree to accept the number of shares as may be allocated to me/us subject to the terms of the preliminary Offer for
Sale Document, the bidding form and other applicable laws. I/ we undertake that I/we will sign all such other documents and
do all such acts, if necessary on my/our part to enable me/us. I/we authorize you to place my/our name(s) on the register of
the members of the Company as holder(s) of the ordinary shares that will be allocated/allotted/transferred to me/us and to
register my/our address as given below. I/ We noted that the Domestic Lead Manager is entitled, in its absolute discretion to
accept or reject this Bidding Application for reason(s) to be recorded in writing and the reason(s) should be disclosed to us
forthwith. I/We have no objection of the Company makes necessary changes in the preliminary Offer for Sale Document for
filling of the same with the Securities and Exchange Commission of Pakistan.
I understand that the domestic lead manager, the international book runners, SECP and Karachi Stock Exchange, Lahore Stock
Exchange and Islamabad Stock Exchange reserve the right of legal action against me under the law, if I submit a fictitious bid
and/or my the instrument deposited by me for margin money is returned dishonored.
I DECLARE THAT: i) I AM/WE ARE NATIONAL(S) AND RESIDENT(S) OF PAKISTAN; ii) FOREIGNER iii) I AM/WE ARE NOT MINOR(S)
iv) ) I/ WE HAVE NOT MADE NOR HAVE I/WE INSTRUCTED ANY OTHER PERSON(S)/INSTITUTION(S) TO MAKE ANY OTHER
APPLICATION(S) IN MY/OUR NAME(S) OR IN THE NAME OF ANY OTHER PERSON ON MY/OUR BEHALF OR IN ANY FICTITOUS
NAME, IN CASE OF ANY INFORMATION GIVEN HEREIN BEING INCORRECT I/WE UNDERSTAND THAT I/WE SHALL NOT BE
ENTITLED FOR ALLOCATION/ALLOTMENT/TRANSFER OF SHARES.
Important Instructions:
1) Receiving will only be provided on duplicate bidding form. Please ensure that a duly filled duplicate bidding form is
submitted with at the time of placement of bid.
2) For deposit of margin money, only Pay orders or Demand Drafts will be accepted.
3) Investors are also informed that intercity cheques will not be accepted for bid placement. In case of Intercity instruments
and payorders Payable at any branch will be accepted. For the purpose of expediting the clearing of instruments, it is
highly recommended that Pay Order should be made from online branches of respective banks.
4) Investors are further informed that Third Party and Post Dated Cheques will NOT be accepted
5) Investors can revise and withdraw their bids by sending an email to ogdcl.bookbuild@kasb.com. Please ensure that you
send the withdrawal request using the same email address provided on this form while submitting the bid. Bid revisions
and withdrawal may be made from 9:00 am to 7:00 pm on all days of bidding period. Please note that on the last day of the
bidding period bid withdrawal will not be allowed between 5:00 pm and 7:00 pm.
Yours Faithfully,
Signature:________________________________________________________
To be filled in by the Domestic Lead Manager
Time of Receipt Date Location Amount
Pay
OrderNo./
Demand Draft
No./ Cheque
No.
Stamp
OIL &
C
The Gove
Developm
value of P
Name
Address
Fax #
Payment
Amount i
Figures
Bankers
CDC Part
Sub Hou
CDC In
The Priv
5-A Cons
Islamaba
www.pr
Dear Sir,
On the b
company
Bid Optio
Limit Ord
Step Orde
Option (1
Option (2
Option (3
Option (4
Option (5
Total (Sha
Important
1) Bids s
fracti
1,000
& GAS DEV
COMPANY L
ernment of Paki
ment Company L
PKR 10/- each)
PLEASE FILL TH
Details: P
in
Name, Address &
Furthe
ticipant Name
use A/C No
nvestor Service A
vatization Comm
stitution Avenue
ad, Pakistan
rivatisation.gov.
,
basis of the Com
y as under:
on (Please tick)
der
er:
1)
2)
3)
4)
5)
ares and Bid)
t Instructions:
should be placed
ional shares will
0,000.
VELOPMEN
LIMITED
istan through t
Limited through
E FORM IN BLOC
Email:
Payments to be ma
& Branch
Bidders are re
ermore, please
A/C ID
mission
e, EDB Building
.pk
mpanys Prelimin
No. of S
(In
d for a minimum
not be accepta
NT
DO
he Privatization
h Book Building
CK LETTERS. PLE
ade in favor of :
Instrument N
equested to pro
refer to the inst
C
nary Offer for S
hares Bid for
Figures)
m amount of PKR
ble. Please ensu
Duplicate
OMESTIC L
n Commissionis
g process to Inst
EASE MAKE SUR
Local
Institutional
Cell #
Land Line#
C
Offer for Sale of O
o.
vide two copies
tructions page to
CDC Details for S
CDC
Hou
CDC Details
CDC
ale Document p
Bid
Bid price pe
(In figur
R 1,000,000. It sh
ure that after rou
e Bidding For
EAD MANA
offering 311,17
titutional Inves
RE TO PROVIDE A
Investor
CNIC/NTN/Passpo
Oil & Gas Developm
I
D
s of each bidding
o avoid any inco
Sub A/C and Hou
Participant ID N
se A/C No.
s for Investor A/
Investor A/C No
printed on DD/M
Details
r share
es)
hould also be no
unding, the num
rm
AGER
T
S
74,800 Ordinary
tors and High-N
ACCURATE DETA
Please Tick the
Foreign
Institution
Resident
Non Resident
Foreigner
ort No.
ment Company Li
nstrument
Date
g instrument at
onvenience rega
use A/C
No
/C
o
MM 2014, I / we
oted that no. of
mber of shares m
Tick One K
R
SKT FSD P
Bidding starts
Bidding ends
Bidding form
y Shares (i.e.96
Net-Worth Indiv
AILS TO AVOID A
e appropriate box
nal Investor
N
imited BookBuild
the time of the
arding bidding in
e hereby bid for
Total Bid Am
(In figur
shares bid for sh
multiplied by you
_________
KHI LHR
RWP MUL
PSH RYK
s on
on
No.
6.5% of the offe
viduals at a floo
ANY INCONVEN
High N
Individ
Nationality
ding
Margin
%age
bid.
nstruments.
r subscription of
mount
res)
hould be rounde
r bid price is at l
________________
Si
ISB
GJR
SKT
9/10/2014
15/10/2014
er) of Oil & Gas
or price (at face
IENCE
et Worth
uals
f shares of the
ed and
least PKR
_______________
ignature of Bidder
s
e
_
r
In terms of the Listing Regulations of the Karachi Stock Exchange, Lahore Stock Exchange and Islamabad Stock Exchange, I/we
am/are eligible to bid in this Offer for Sale of Shares. The amount payable on biding is remitted herewith which is the
applicable margin amount. I/We agree to pay the balance amount of application money, if any, upon successful allocation of
shares by the Company. In case no shares are allotted to me/us you are hereby authorized to return to me/us by demand
draft/pay order/cheque application money, within seven (7) working days of the close of the bidding period, through courier,
to the first address written below or to the bank through which I/we tender this application.
I/We agree to accept the number of shares as may be allocated to me/us subject to the terms of the preliminary Offer for
Sale Document, the bidding form and other applicable laws. I/ we undertake that I/we will sign all such other documents and
do all such acts, if necessary on my/our part to enable me/us. I/we authorize you to place my/our name(s) on the register of
the members of the Company as holder(s) of the ordinary shares that will be allocated/allotted/transferred to me/us and to
register my/our address as given below. I/ We noted that the Domestic Lead Manager is entitled, in its absolute discretion to
accept or reject this Bidding Application for reason(s) to be recorded in writing and the reason(s) should be disclosed to us
forthwith. I/We have no objection of the Company makes necessary changes in the preliminary Offer for Sale Document for
filling of the same with the Securities and Exchange Commission of Pakistan.
I understand that the domestic lead manager, the international book runners, SECP and Karachi Stock Exchange, Lahore Stock
Exchange and Islamabad Stock Exchange reserve the right of legal action against me under the law, if I submit a fictitious bid
and/or my the instrument deposited by me for margin money is returned dishonored.
I DECLARE THAT: i) I AM/WE ARE NATIONAL(S) AND RESIDENT(S) OF PAKISTAN; ii) FOREIGNER iii) I AM/WE ARE NOT MINOR(S)
iv) ) I/ WE HAVE NOT MADE NOR HAVE I/WE INSTRUCTED ANY OTHER PERSON(S)/INSTITUTION(S) TO MAKE ANY OTHER
APPLICATION(S) IN MY/OUR NAME(S) OR IN THE NAME OF ANY OTHER PERSON ON MY/OUR BEHALF OR IN ANY FICTITOUS
NAME, IN CASE OF ANY INFORMATION GIVEN HEREIN BEING INCORRECT I/WE UNDERSTAND THAT I/WE SHALL NOT BE
ENTITLED FOR ALLOCATION/ALLOTMENT/TRANSFER OF SHARES.
Important Instructions:
1) Receiving will only be provided on duplicate bidding form. Please ensure that a duly filled duplicate bidding form is
submitted with at the time of placement of bid.
2) For deposit of margin money, only Pay orders or Demand Drafts will be accepted.
3) Investors are also informed that intercity cheques will not be accepted for bid placement. In case of Intercity instruments
and payorders Payable at any branch will be accepted. For the purpose of expediting the clearing of instruments, it is
highly recommended that Pay Order should be made from online branches of respective banks.
4) Investors are further informed that Third Party and Post Dated Cheques will NOT be accepted
5) Investors can revise and withdraw their bids by sending an email to ogdcl.bookbuild@kasb.com. Please ensure that you
send the withdrawal request using the same email address provided on this form while submitting the bid. Bid revisions
and withdrawal may be made from 9:00 am to 7:00 pm on all days of bidding period. Please note that on the last day of the
bidding period bid withdrawal will not be allowed between 5:00 pm and 7:00 pm.
Yours Faithfully,
Signature:________________________________________________________
To be filled in by the Domestic Lead Manager
Time of Receipt Date Location Amount
Pay
OrderNo./
Demand Draft
No./ Cheque
No.
Stamp
OIL &
C
The Gove
Oil & Gas
a floor pr
PLEAS
Name
Address
Fax #
Paymen
Amoun
Figures
Banker
CDC Par
Sub Hou
CDC Inv
The Priv
5-A Cons
Islamaba
www.pr
Dear Sir,
On the b
company
Bid Opti
Limit Or
Step Ord
Option (
Option (
Option (
Option (
Option (
Total (Sh
Important
1) I DEC
wou
& GAS DEV
COMPANY L
ernment of Pa
s Developmen
rice (at face va
E FILL THE FOR
s
t Details: P
t in
s Name, Addr
rticipant Name
use A/C No
vestor Service
vatization Comm
stitution Avenue
ad, Pakistan
rivatisation.gov.
,
basis of the Com
y as under:
on (Please tick)
der
der:
(1)
(2)
(3)
(4)
(5)
hares and Bid)
t Instructions:
CLARE THAT I h
ld be applicabl
VELOPMEN
LIMITED
akistan throug
nt Company Lim
alue of PKR 10
RM IN BLOCK L
Email:
Payments to be
ress & Branch
Bidders a
Furthermore, ple
e
A/C ID
mission
e, EDB Building
.pk
mpanys Prelimin
No. of Sh
(In
have read all th
le on the Bid R
NT
DO
h the Privatiza
mitedthrough
/- each)
LETTERS. PLEA
made in favor o
Instrument
re requested to p
ease refer to the in
CDC
nary Offer for S
hares Bid for
Figures)
he terms and c
Revision Form.
Bid Rev
OMESTIC L
ation Commiss
Book Building
ASE MAKE SUR
Local
Institution
Cell #
Land Line#
C
of : Offer for Sa
t No.
provide two copies
nstructions page t
C Details for S
CDC
Hou
CDC Details
CDC
ale Document p
Bid
Bid price pe
(In figur
conditions stat
vision Form
LEAD MAN
sionis offering
g process to In
E TO PROVIDE
nal Investor
CNIC/NTN/Pas
ale of Oil & Gas D
I
D
s of each bidding
to avoid any incon
ub A/C and Ho
C Participant ID
use A/C No.
s for Investor A
C Investor A/C
printed on DD/M
Details
er share
res)
ed in the Prelim
NAGER
311,174,800 O
nstitutional Inv
E ACCURATE D
Please Tick the
Foreign
Instituti
Resident
Non Residen
Foreigner
ssport No.
Development Co
Instrument
Date
instrument at the
nvenience regardi
ouse A/C
D No
A/C
No
MM 2014, I / we
minary Offer F
____
Tick One

SKT
Bidding start
Bidding ends
Bidding form
Ordinary Share
vestors and Hig
ETAILS TO AVO
e appropriate b
onal Investor
N
nt
ompany Limited
e time of the bid.
ng bidding instrum
e hereby bid for
Total Bid A
(In figur
For Sale Docum
____________
KHI LHR
RWP MU
FSD PSH
ts on 9
s on 15
m No.
es (i.e.96.5% o
gh-Net-Worth
OID ANY INCO
box
High N
Indivi
Nationality
d BookBuilding
Margin
%age
ments.
r subscription of
Amount
res)
ment and Bid Fo
_____________
Signa
R ISB
L GJR
H RYK
9/10/2014
5/10/2014
of the offer) of
Individuals at
NVENIENCE
Net Worth
duals
g
f shares of the
orm. The same
____________
ature of Bidder
f
t
e
_
r
OIL
C
The Gov
Oil & Ga
floor pr
PLEA
Nam
Client
Payme
Amoun
Figure
Banke
Importa
1) I DE
sam
_______
Signatu
To be
Time o
& GAS DEV
COMPANY
vernment of P
as Developme
ice (at face va
ASE FILL THE FO
me
Email Address
nts to be made
nt in
s
rs Name, Add
ant Instruction
ECLARE THAT
me would be a
____________
re of Bidder
e filled in by
of Receipt
VELOPMEN
LIMITED
Pakistan throu
nt Company L
lue of PKR 10/
ORM IN BLOCK
s
Bidders
Furthermore, p
in favor of : Of
dress & Branch
ns:
I have read a
applicable on t
_____________
the Book Ru
Date
NT
D
gh the Privati
Limitedthrough
/- each)
K LETTERS. PLE
CNIC
Pass
s are requested to
please refer to the
ffer for Sale of O
h
ll the terms an
the additional
_________
unner
Loc
P
Additiona
DOMESTIC
zation Commi
h Book Buildin
EASE MAKE SU
C/NTN/
port No.
Additiona
o provide two cop
e instructions page
Oil & Gas Develo
Instrument No
nd conditions
l payment form
cation
age 1 of 1
al Payment
LEAD MAN
issionis offerin
ng process to In
URE TO PROVID
Resident
Non Resid
Foreigner
al Payment De
pies of each biddin
e to avoid any inc
opment Compan
o.
stated in the
m.
Amoun
t Form
NAGER
ng 311,174,800
nstitutional In
DE ACCURATE
dent
r
etails
ng instrument at t
convenience regar
ny Limited Boo
In
D
Preliminary O
nt
Tick One

SKT
Bidding sta
Bidding end
Bidding for
0 Ordinary Sha
vestors and H
DETAILS TO AV
Cell #
Land Line#
he time of the bid
rding bidding instr
okBuilding
nstrument
Date
Offer For Sale
Pay Order
No./ Dem
Draft No./
Cheque N
KHI LH
RWP M
FSD PS
arts on
ds on
rm No.
ares (i.e.96.5%
igh-Net-Worth
VOID ANY INC
Nationality
d.
ruments.
Marg
%age
Document an
r
mand
/
No.
HR ISB
UL GJR
SH RYK
9/10/2014
15/10/2014
% of the offer)
h Individuals a
CONVENIENCE
gin
e
nd Bid Form. T
Stamp
) of
at a
The

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