Karachi: The Securities and Exchange Commission of Pakistan has approved amendments to the Pakistan Stock Exchange Limited (PSX) regulations concerning the listing of companies under a scheme of arrangement, as announced on July 17, 2025. The amendments, which have been incorporated into Chapter 5 of the PSX Regulations, introduce a new clause, 5.4A, focusing on the listing criteria for companies undergoing structural changes.
The updated regulations detail requirements for both listed companies demerging their operating business segments and unlisted companies seeking listing through such arrangements. Clause 5.4A specifically addresses the conditions under which an unlisted company can achieve listing status via the demerger of a listed company's operating business segment. This involves the issuance of shares of the unlisted company to the shareholders of the listed entity.
In a bid to protect transparency and minority shareholders, the regulations mandate that the opening price of the shares must be made public within five working days following the dissemination of the certified order from the competent authority. This disclosure must occur no later than the announcement of the book closure date by the listed company.
According to information available from the Pakistan Stock Exchange (PSX), the regulations also outline stringent conditions for listed companies undergoing demerger. These include obtaining a No Objection Certificate from the exchange, preparing audited special accounts for the business segment being demerged, and securing shareholder approval through a special resolution.
For companies to be newly listed, compliance requirements include being a public limited company with minimum paid-up capital and a specified free-float percentage of paid-up capital at the time of listing. Additionally, the company's executive and shareholder structure must adhere to guidelines preventing associations with non-compliant or winding-up segments.
The PSX has stipulated that sponsors of the new company maintain a significant shareholding for specified periods post-listing, with provisions for shareholding transfer under certain conditions. Furthermore, the management is required to submit detailed company information, including financial performance and risk factors, for public dissemination alongside the listing application.
This regulatory revision aims to streamline the listing process while safeguarding investor interests, providing clarity on the procedural requirements for companies undergoing structural transformations in the market category.