Islamabad: The Securities and Exchange Commission of Pakistan (SECP) has concluded its proceedings against Mr. Amir Noman, the acquirer of Bela Automotives Limited, with a formal warning, following an investigation into regulatory lapses related to the acquisition process. The case against Mr. Noman centered on his failure to make a Public Announcement of Intention (PAI) as required under the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017, before initiating negotiations for a share purchase agreement.

The proceedings were initiated through a Show Cause Notice issued on March 06, 2024, with multiple hearings conducted, the final of which took place on July 02, 2024. Represented by Mr. Raza Noman, the acquirer’s response highlighted efforts to comply with the relevant regulations despite initial non-compliance due to the lack of a licensed manager to the offer.

Mr. Noman had expressed his intent to acquire 50% of the voting shares of Bela Automotives Limited on December 20, 2023, with the announcement made public shortly thereafter through the Pakistan Unified Corporate Action Reporting System. However, the SECP found that the mandatory PAI was not published in newspapers, nor was it submitted to the relevant parties as required by the regulations.

According to information available from the Pakistan Stock Exchange (PSX), Mr. Noman subsequently appointed a licensed manager to the offer, rectifying the regulatory lapse by publishing the PAI in two leading newspapers on June 10, 2024. This action demonstrated compliance with the regulations and allowed negotiations for the acquisition to proceed.

In his written response, Mr. Noman emphasized his goal of reviving Bela Automotives Limited, a nonfunctional unit, by injecting capital and technical expertise. This intention, along with his subsequent compliance efforts, was taken into consideration by the SECP, which opted to issue a warning rather than impose penalties.

The SECP’s decision, as articulated by Shahzad Afzal Khan, Director and Head of Department (Adjudication-I), reflects the Commission’s recognition of Mr. Noman’s remedial actions and commitment to future compliance. The proceedings conclude with a reminder of the importance of adhering to all applicable laws in the acquisition process.

The order issued by the SECP does not preclude further action that may arise from any additional issues identified by the Commission in the future.