Karachi: TPL Life Insurance Limited has successfully completed a merger with Dar es Salaam Textile Mills Limited, resulting in a significant revision of its authorized and paid-up share capital. The merger was approved by the Honorable Sindh High Court and finalized as of June 10, 2024, with the issuance of shares to the shareholders of TPL Life Insurance as part of the Scheme of Arrangement.
The authorized share capital of TPL Life Insurance now stands at 2.55 billion rupees, divided into 255.00 million shares of Rupees 10 each, reflecting the issuance of 216.50 million new shares as part of the merger. Prior to the merger, TPL Life Insurance had an authorized share capital of 150.00 million rupees, consisting of 15.00 million shares. Dar es Salaam Textile Mills Limited’s authorized share capital remains unchanged at 80.00 million rupees, comprising 8.00 million shares.
According to information available from the Pakistan Stock Exchange (PSX), the issuance of 216.50 million shares of TPL Life Insurance was based on a swap ratio of one share for every 10 shares held by shareholders of Dar es Salaam Textile Mills. As a result, the total paid-up share capital of the combined entity now stands at 2.45 billion rupees.
The court-ordered merger involved the transfer of all assets, rights, liabilities, and obligations of TPL Life Insurance to the newly formed entity. Additionally, all movable and immovable assets have been consolidated, with liabilities amounting to 2.16 billion rupees now reflected in the financial statements of TPL Life Insurance.
In compliance with the Companies Act, 2017, and regulations of the Central Depository Company (CDC), the revised capital structure has been certified by the statutory auditors of Dar es Salaam Textile Mills, verifying that all conditions imposed by the Sindh High Court and the competent authorities have been fulfilled. This includes the allotment of shares and the issuance of certificates for the transferred securities.
The merger represents a major restructuring of TPL Life Insurance’s capital and operational framework, with all liabilities from the absorbed entity now incorporated under the revised structure. Further financial implications and shareholder impacts are expected to be detailed in the company's subsequent financial filings.