This document summarizes an offer for sale of shares in an oil and gas development company. It advises that consolidated or multiple bids are prohibited and subject to rejection. Investors are strongly advised to carefully read the risk factors before investing. The submission of fake or multiple applications is also prohibited and subject to penalties. The floor price for the offering will be announced on a future date after regulatory approval.
This document summarizes an offer for sale of shares in an oil and gas development company. It advises that consolidated or multiple bids are prohibited and subject to rejection. Investors are strongly advised to carefully read the risk factors before investing. The submission of fake or multiple applications is also prohibited and subject to penalties. The floor price for the offering will be announced on a future date after regulatory approval.
This document summarizes an offer for sale of shares in an oil and gas development company. It advises that consolidated or multiple bids are prohibited and subject to rejection. Investors are strongly advised to carefully read the risk factors before investing. The submission of fake or multiple applications is also prohibited and subject to penalties. The floor price for the offering will be announced on a future date after regulatory approval.
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 01 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 02 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 03 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 04 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 05 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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- 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 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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/-. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 09 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; OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 10 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 14 General documentation required for opening of SCRA account by corporate are: i. Account opening request 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 17 2.21. STATEMENT BY THE OFFEROR The Managing Director, Karachi Stock Exchange Limited, Stock Exchange Building, Stock Exchange Road, Karachi. The Managing Director, Lahore Stock Exchange Limited, Lahore Stock Exchange Building, 19 Khayaban-e-Aiwan-e-Iqbal Lahore. The Managing Director, 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- 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 18 2.22. STATEMENT BY THE DOMESTIC LEAD MANAGER The Managing Director, Karachi Stock Exchange Limited, Stock Exchange Building, Stock Exchange Road, Karachi. The Managing Director, Lahore Stock Exchange Limited, Lahore Stock Exchange Building, 19 Khayaban-e-Aiwan-e-Iqbal, Lahore. The Managing Director, 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 21 Key Documents required for individual(s) are: i. Account opening request ii. Passport / ID General documentation required for opening of SCRA account by corporate are: i. Account opening request 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 Percentage of Paid- up 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 Percentage of Paid- up 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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** OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 34 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 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 35 Field District/Province 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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, OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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: For the year ended June 30, 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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: Blocks Districts/Province 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% (1) The Company has applied for an extension of the term of the concession agreement. (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% Blocks Districts/Province Working Interest Area (sq. kms) Date of Expiration OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. (2) The Company has applied for an extension of the term of the concession agreement. 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 For the year ended June 30, 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 For the year ended June 30, 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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] OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 53 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 54 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 55 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 56 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 57 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 58 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 59 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 60 6.2 SHARE BREAK-UP VALUE CERTIFICATE OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 61 6.3 AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID-UP-CAPITAL OF THE COMPANY OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 62 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 64 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% OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 66 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 67 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 68 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). OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 69 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). OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 70 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 71 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 72 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 73 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 74 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 75 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 76 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 77 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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- 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 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 Government of Pakistan CNIC# 61101-1890010-5 Rascim Khan Khattak Privatisation Commission Ministry of Finance, Revenue, Economic Affairs, Statistics and Privatization Government of Pakistan CNIC# 17301-8418521-7 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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. OFFER FOR SALE DOCUMENT - OIL & GAS DEVELOPMENT COMPANY LIMITED 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 Direct No: 0092-42-3575-5433 Direct No: 0092-55-3822-501 Mobile No: 0092-321-4357-712 Mobile No: 0092-321-8640-050 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 Web: www.kasb.com/securities Web: www.kasb.com/securities 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 Direct No: 0092-68-5873-252 Direct No: 0092-52-3256-035 Mobile No: 0092-300-867-0967 Mobile No: 0092-333-5219-526 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 Web: www.kasb.com/securities Web: www.kasb.com/securities 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 Mobile No: 0092-321-6393-919 Mobile No: 0092-300-9342-942 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 Web: www.kasb.com/securities Web: www.kasb.com/securities 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 Direct No: 0092-41-2541-187 Direct No: 0092-51-5701-520 Mobile No: 0092-300-7913-980 Mobile No: 0092-303-5448-522 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 Web: www.kasb.com/securities Web: www.kasb.com/securities 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