Karachi: Faysal Bank Limited has been granted approval by the Securities & Exchange Commission of Pakistan (SECP) to issue up to 107 million ordinary shares as part of a conversion from Sukuk Certificates, according to official documents dated June 30, 2026. This conversion, valued at Rs. 7 billion, is set to occur under a special resolution passed by the shareholders earlier this year.

The decision follows a formal application filed by the bank on May 15, with additional correspondence on June 11, regarding the issuance of shares under Section 83(1)(b) of the Companies Act, 2017, in conjunction with regulation 5 of the Companies (Further Issue of Shares) Regulations, 2020. The conversion will take place upon the occurrence of a point of non-viability (PONV) trigger event, which will be declared by the State Bank of Pakistan (SBP).

According to information available from the Pakistan Stock Exchange (PSX), the issuance is conditioned upon several criteria. These include the governing of Sukuk features by pre-defined terms and conditions disclosed to shareholders and the SECP, parity of the new shares with existing ones, and issuance exclusively in book entry form. Additionally, a lock-in clause and compliance with applicable laws will be enforced.

Faysal Bank is required to maintain a sufficient cushion in its authorized capital to accommodate the maximum cap on shares in the event of a PONV trigger. The bank must also communicate any changes in covenants or material information regarding the conversion to the SECP, accompanied by approval from the SBP.

The SECP's approval specifies that the expressed or implied agreements between Sukuk holders and the bank are solely the responsibility of the involved parties, absolving the commission of any obligations. Furthermore, if the issuance triggers provisions under the Securities Act, 2015, or the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, Faysal Bank and any acquirer must ensure full regulatory compliance.

The designated market category for this action falls under financial services, impacting the bank's strategic capital adjustments and shareholder agreements.