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SHARES PLEDGE AGREEMENT

This Share Pledge Agreement is entered into at __________ on this ____ day of ______ 2015
(the “Agreement”);

BY AND BETWEEN

BILQIES SALEEM, Muslim adult, w/o ______________, r/o ________________, CNIC No.
____________________ (hereinafter referred to as the “Pledgor”, which expression shall,
where the context so permits include its successors in interest, legal representative, executors,
and permitted assigns).

AND

NATIONAL BANK OF PAKISTAN, a banking company incorporated and existing under the
laws of Pakistan and having its place of business at 26-Mclagon Road, Lahore (hereinafter be
referred to as the “Pledgee” which expression shall, where the context so permits include its
successors in interest, legal representative and assigns).

WHEREAS

a) Pledgor is the legal and beneficial owner of 3,558,200 shares of Crescent Steel & Allied
Products Limited (the “CSAP”) and the aforesaid shares are duly registered in the share
register of CSAP maintained with the Central Depository Company (the “CDC”) in the name
and under title of Mrs. Balqies Saleem and are described in Schedule 1 attached hereto.

b) Pursuant to the above, Mr. Ali Altaf Saleem s/o ______________, r/o ______________
bearing CNIC No. _________________ (CEO of Shakergunj Limited) (the “Customer”) is
availing a Finance Facility on Mark Up Basis (the “Finance Facility”) with a credit limit of
Rs. 200 Million (Rupees Two Hundred Million) under an Agreement for Financing on Mark
up Basis (the “Finance Agreement”) dated __________, as amended from time to time,
from the Pledgee.

c) It is a condition precedent for disbursement of the Finance Facility that the Customer requires
to provide security in form of pledge of Shares of its own assets or assets of a third party.
Accordingly, the Pledgor shall pledge her shares in the CSAP as security for the Finance
Facility availed by the Customer from the Pledgee.

d) The Pledgor, in relation to the Finance Facility availed by the Customer, has agreed to
undertake the obligations hereinafter contained.

e) The Pledgor has been provided with, and hereby acknowledges, receipt of, a copy of the
Finance Agreement

NOW THEREFORE THE PLEDGOR HEREBY CONFIRMS HAVING AGREED AND


UNDERTAKEN AS FOLLOWS:

1. DEFINITIONS

IN THIS AGREEMENT, except as otherwise provided herein or to the extent that the context requires
otherwise, words and expressions defined in the Finance Agreement shall have the same meaning as
provided in this Agreement or shall be construed in the same manner and in addition the following words
and expressions shall have the following meanings.

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“PLEDGED PROPERTY” means,

(a) The pledged shares (as specified in Schedule 1);

(b) all dividends, interest and other distributions which may now or hereinafter be declared, made,
paid or payable, on or by reference to the pledged shares; and,

(c) all rights, money, property, or other advantages occurring or offered at any time in respect of any
of the pledged shares, .

2. PLEDGE OF SHARES AND CONDITIONAL ASSIGNMENT OF DIVIDENDS

2.1 The Pledgor hereby pledges and hypothecates to the Pledgee all the shares owned by her as
specified in Schedule 1, attached hereto, creating an exclusive lien on the pledged shares in
favour of the pledgee and assigns, conditional upon an Event of Default pursuant to Article 14 of
the Finance Agreement, all dividends, interest, and other profit distributions as security for the
due and timely payment of the finance facilities and all other amounts due by the Customer to the
Pledgee under the Finance Agreement and as security for the timely performance of all
obligations of the Pledgor hereunder.

2.2 The Pledgor confirms having already pledged to the Pledgee simultaneously herewith the Pledged
Property through the central depository system at the CDC by transfer to the Pledgee’s account as
per the details provided in Schedule II hereto and/or by way of depositing same in any other
account in the Central Depository System (as established and defined under the Central
Depositories Act, 1997 (the “Act”) of the CDC in accordance with the rules and regulations of the
CDC, along with irrevocable instructions to hold the same under the lien of the Pledgee as and by
way of continuing security for securing the Customer’s obligations in respect of the Finance
Facility.

2.3 The Pledgor agrees, that upon request by the Pledgee, that the Pledgor shall make, execute and
perform all such acts, deeds, documents, instruments of transfer, and things which the Pledgee
considers necessary and desirable to ensure that the Pledgee has in possession the following:

2.3.1 The share certificates evidencing the pledged shares and the title to such shares;

2.3.2 Notices to company secretary and Securities Exchange Commission of Pakistan


(“SECP”), duly acknowledged by company secretary, SECP and any subsequently
appointed share registrar (together with extracts of the share register book) evidencing the
pledge; and

2.3.3 Notices to Central Depositary Company.

2.4 In order to ensure that the pledge of the Pledged Property is valid and enforceable, the Pledgor
further agrees upon request of the Pledgee, to re-execute the pledge agreement including, without
limitation, to execute such forms of pledge agreements as may be prescribed by any government
entity in Pakistan and to re-execute any pledge which terminates for a reason other than that
provided for in section 6 below.

2.5 The Pledgor shall retain the right to dividends, interest, and other distributions under the Pledged
Property under this Agreement, unless the Pledgor has received a notification from the Pledgee
notifying the Pledgor that an Event of Default pursuant to Article 14 of the Finance Agreement
has occurred upon which the Pledgee, at his sole discretion, intends to secure his benefits of the
Pledged Property under this Agreement and any applicable rules of central depository system.
Upon such notification by the Pledgee, all dividends on the Pledged Property to the Pledgee shall
be paid directly to the Pledgee, following which, the amounts then received by the Pledgee shall
be applied to the repayment of the outstanding Finance Facility under the Finance Agreement or
used in any other form as the Pledgee shall determine at its exclusive discretion.

2.6 The Pledgee shall not request the transfer of the Pledged Shares in its name in the share register
of CSAP and/or the CDC so long as no Event of Default pursuant to Article 14 of the Finance
Agreement shall have occurred and be continuing, and:

2.6.1 the Pledgor shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Pledged Property or any part thereof for any purpose not inconsistent
with the terms of the Finance Agreement; and,

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2.6.2 the Pledgor shall be entitled to receive and retain any and all dividends and profits paid in
respect of the Pledged Property to the extent the payment thereof is permitted by the
terms of the Agreement and the Finance Agreement.

2.7 Upon the occurrence of an Event of Default pursuant to Article 14 of the Finance Agreement, and
while it is continuing, the Pledgee may require the Pledged Property to be transferred into its
name in the share register of CSAP and the CDC whereby:

2.7.1 all rights of the Pledgor to exercise the voting and other consensual rights which the
Pledgor would otherwise be entitled to exercise pursuant to Section 2.6.1 and to receive
the dividends and profit payments which the Pledgor would otherwise be authorised to
receive and retain pursuant to Section 2.6.2 shall cease, and all such rights shall
thereupon become vested in the Pledgee, which shall thereupon have the sole right to
exercise such voting and other consensual rights and to receive and hold such dividends
and profit payments in respect of the Pledged Property; and,

2.7.2 all dividends and profit payments which are received by the Pledgor contrary to the
provisions of Section 2.7.1 shall be received in trust for the benefit of the Pledgee, shall
be segregated from the other funds of the Pledgor and shall be forthwith paid over to the
Pledgee in the same form as so received (with any necessary endorsement).

3. REPRESENTATIONS AND WARRANTIES

3.1 The Pledgor represents and warrants as follows:

a) the shares owned by her have been duly and validly issued, are legally owned by the Pledgor and
are free of any pledge or any other encumbrance,

b) all authorizations (corporate, shareholders, governmental, or otherwise including but not limited
to the permission of the SBP) required to execute and perform her obligations under the
Agreement have been obtained and delivered to the Pledgee and are in full force and effect;

c) she has full power, authority and legal right to the shares and to execute and perform her
obligations under this Agreement will not breach any agreement to which she is a party;

d) she has not and will not otherwise transfer, pledge, or dispose of any of the Pledged Property, and

e) there are no claims or demands pending in respect of the Pledged Property.

4. ENFORCEMENT

4.1 In the event of occurrence of one or more of the events enumerated in Article 14 of the Finance
Agreement, the Pledgee may sell the Pledged Property either in private or by public auction or
assign or give an option or options to purchase or contract to sell or otherwise dispose of the
Pledged Property or maintain them at his discretion until such time as he determines to sell. The
Pledgor, hereby authorizes the Pledgee and any of its employees, agents, representatives,
individually or jointly, to conduct and participate in any public auction for the purpose of
enforcement under the Agreement.

4.2 In the enforcement of the pledge under this Agreement, the Pledgee may select any or all of the
shares to be sold, as the Pledgee may deem appropriate.

4.3 Upon any sale pursuant to Section 4.1 above, the Pledgee shall have the right to deliver, assign
and transfer to the purchaser thereof (including the Pledgee) the Pledged Property and in that the
Pledgee may as attorney-in-fact make and execute all conveyances, assignments and transfers of
the Pledged Property sold pursuant to Section 4.1.

4.4 Notwithstanding Section 4.3 above, the Pledgor shall, if so requested by the Pledgee, ratify and
confirm any sale or sales by executing and delivering to the Pledgee, or to such purchaser or
purchasers, all such instruments as may be required by the Pledgee.

4.5 The net proceeds of sale of Pledged Property under this Section 4 shall be applied towards paying
or discharging all amounts to which the Pledgee is entitled in accordance with the provisions of
the Finance Agreement, as the case may be. Any excess amount of such sale proceeds and/or

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remaining Pledged Property after settlement of outstanding liabilities to the Pledgee under the
Finance Agreement shall be returned to the Pledgor.

5 WAIVERS

5.1 All rights of the Pledgee under this Agreement shall continue unimpaired, and the Pledgor shall
remain obligated in accordance with the terms of this Agreement, notwithstanding the
substitution of any of the shares held under this Agreement at any time, or of any rights or
interests in this Agreement, or any delay, extension of time, renewal, compromise or other
indulgence granted by the Pledgee in reference to the Finance Agreement, the Pledgor hereby
waives all notice of any such delay, extension, release, substitution, renewal, compromise or
other indulgence, and hereby consents to be bound thereby as fully and effectually as it had
expressly agreed thereto in advance.

6 PLEDGEE AS ATTORNEY-IN-FACT

6.1 The Pledgor hereby makes/appoints the Pledgee, with full power of substitution, as the Pledgor’
attorney-in-fact, with full power and authority, in its own name or in the name, place and stead of
the Pledgor, or otherwise subject to declaration of an Event of Default pursuant to Article 14 of
the Finance Agreement, (i) to transfer the Pledged Property and to exercise all voting, consent,
managerial and other rights related to the Pledged Property, and (ii) at any time and from time to
time, generally to do, at the Pledgee’s written request and Pledgor’ expense, all acts and things
which are necessary to accomplish the purposes of the Agreement including to receive, endorse
and collect all instruments made payable to the Pledgor representing any payment or other
dividend in respect of the Pledged Property or any part thereof and to give full discharge for the
same, all as fully and effectually as the Pledgor might or would do; and the Pledgor hereby
ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of
attorney is coupled with an interest and shall be irrevocable for the term of the agreement. Any
attempted revocation of the powers of attorney granted herein shall be null and void. There are no
conditions or requirements imposed on the Pledgee’s exercise of the powers of attorney other
than as set forth herein.

7 RELEASE AND DISCHARGE

7.1 The Pledgee shall, at the request and cost of the Pledgor, at any time after all amounts due and
payable under the Finance Agreement shall have been paid in full to the it in terms thereof,
release and discharge to the Pledgor all such rights, title and interest as have been pledged to the
Pledgee hereby or pursuant hereto, after __________ days of the notice of satisfaction of all
amounts due under the Finance Agreement by the Pledgee.

8 RIGHTS AND REMEDIES

8.1 All rights and remedies of the Pledgee under this Agreement are in addition to and not in
limitation of rights by law. Without prejudice to the generality of the aforesaid, the Pledgee
shall further have all rights and remedies as an Eligible Pledgee {as defined in the Act}
under the applicable Rules of central depository system (as established and defined under
the Act). The rights and remedies granted to the Pledgee under this Agreement shall be
cumulative and may be exercised singly or concurrently on any one or more occasions. This
Agreement shall be in addition to and shall be independent of any guarantee, indemnity or other
security which the Pledgee may at any time hold as security or otherwise for the full payment of
the Finance Facility extended/to be extended, and the pledge created hereunder shall be
continuing security for the Finance Facility and all other sums due and payable to the Financial
Institutions under the Finance Agreement.

8.2 Nothing contained in this Agreement is intended to, or shall operate so as to, prejudice or affect
any guarantee, indemnity or other security of any kind whatsoever which the Pledgor may have
given to the Pledgee in respect of the Finance Facility or any right, remedy or privilege of the
Pledgee thereunder.

8.3 Any receipt, release or discharge of the security created by, or of any liability arising under the
Agreement may be given by the Pledgee alone and shall not release or discharge the Pledgor from
any liability for the same, or any other monies which may exist independently of the Agreement.
Where such receipt, release or discharge relates only to part of the shares such receipt, release or
discharge shall not affect the security hereby created in relation to the remainder of the shares.

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8.4 The Pledgee may in its discretion grant time or other indulgence, or make any other arrangement,
variation or release with, the Pledgor or any other person (whether or not a party hereto and
whether or not jointly liable with the Pledgor) in respect of the Finance Facility availed or of any
other security or guarantee in respect thereof without prejudice either to the security created by or
pursuant to this Agreement or to the liability of the Pledgor for the repayment of the Finance
Facility by the Customer.

9 COVENANTS

9.1 The Pledgor shall not

(i) sell, transfer, convey or otherwise dispose of, or grant any option with respect to or
pledge any interest in, any ownership interest in the Pledged Property;

ii) consent to or approve (a) the cancellation of any of the Pledged


Property, or, (b) the creation or authorization of any ownership interest in the Pledged
Property other than the interest in existence on the date of execution of the
Agreement except in accordance with the Finance Agreement; or

iii) create or permit to exist any lien upon or with respect to any of the Pledged Property,
other than the lien created pursuant to the Agreement.

9.2 The Pledgor will defend the right, title and security interest of the Pledgee pertaining to the Pledged
Property against the claims of any person.

9.3 The Pledgor shall not consent to any sale, transfer, exchange, assignment, pledge or other disposition
by any person of any shares, which is prohibited by the Finance Agreement.

9.4 The Pledgor shall not amend or modify, or permit the amendment or modification of, any provision of
the Memorandum and Articles of association, bye-laws or other organizational documents of the
CSAP or any agreement relating to the aforesaid without the express written consent of the
Pledgee.

9.5 The Pledgor shall immediately notify the Pledgee in writing in case of change of the address of the
Pledgor. The Pledgor shall immediately notify the Pledgee in writing of any change of the
Pledged Property at any and all times upon reasonable notice.

9.6 The Pledgor shall obtain and maintain any and all government approvals required in connection with
the execution, delivery and performance hereof by the parties hereto.

10 NOTICES

10.1 All notices, demands, requests and other communications provided for under this Agreement
(“Notice”) shall be in writing and shall be deemed to have been given when

(a) delivered by messenger or Courier;

(b) transmitted by facsimile, to be followed by courier or messenger delivery.

10.2 A Notice given to a person in accordance with Section 10.1 above is treated as having been given
and received:

(a) if delivered, on the day of delivery if delivered before 3:00 PM on a Business Day,
otherwise on the next Business Day;

(b) if transmitted by facsimile and the transmission report states that it was sent in full and
without error, on the day of transmission if that report states that the transmission was
completed before 3:00 PM on a Business Day, otherwise on the next Business Day.

10.3 For the purposes of this Section, a party (the “sender”) may take the address and facsimile
number of another party (the “recipient”) to be:

(a) the address and number provided by the parties;

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(b) where the recipient notifies the sender of another address or number, the last address or
number so notified to it.

11 MISCELLENOUS

11.1 This Agreement shall take effect under and be governed by and construed in accordance with the
laws of Pakistan.

11.2 The Pledgor hereby waives any objection which she may have now or hereafter to the courts
referred to in section 11.1 above being nominated as the jurisdiction to hear and determine any
suit, action or proceedings or to settle any dispute, which may arise out of or in connection with
the Agreement and agree not to claim that any such court is not a convenient or appropriate
forum.

11.3 Each provision contained in this agreement shall be severable and distinct from every other such
provision and if at any time any one of the provisions contained herein becomes invalid, illegal or
unenforceable in any respect under the laws of Pakistan, neither the validity, legality or
enforceability of the remaining provisions nor the validity, legality or enforceability of the
provisions under the laws of Pakistan shall in any way be effected or impaired thereby.

11.4 Any transfer or transmission of shares shall be subject to the pledge created hereunder or any
person acquiring the title thereto shall be bound by the terms and conditions of the Agreement.

11.5 The Pledgor hereby acknowledges and agrees that the obligations of the Pledgor under this
Agreement shall continue to be binding upon the Pledgor and that the Pledged Property shall
continue to stand as security for the due and timely payment of the Finance Facility
notwithstanding the bankruptcy or insolvency of CSAP.

11.6 The obligations of the Pledgor under this Agreement shall be joint and several.

11.7 The Pledgor hereby expressly agrees that the Pledgee shall not be responsible for any loss or
damage or depreciation, which the shares may suffer whilst in possession of the Pledgee or in
course of realization or disposal thereof.

11.8 The Pledgor hereby expressly agrees that neither the Pledgee nor any of the financial institutions
shall be responsible or liable for any contractual obligations, present or future, of the Pledgor by
virtue of the Agreement or by the exercise of any of the rights thereunder.

12. DECLARATION BY THE PLEDGOR

12.1 The security hereby created in the Pledgee’s favor is and shall be a continuing security for all
amounts from time to time due or becoming due from the Customer in respect of the Finance
Facility under the Finance Agreement and shall be in addition to and without prejudice to any and
all other securities, mortgage, the Pledgee already holds or which may hereafter be provided by
me.

12.2 In the event of my failiure to comply with any of the requests or demands made by the Pledgee as
stated above, or upon my failure to pay to the Pledgee on demand all or any part of the monies
then payable or owing by the Customer under the Finance Facility, I hereby authorize the Pledgee
to exercise all or any of the powers hereby conferred upon it and declare that the Pledgee shall not
be answerable or responsible for any loss or damage arising thereby nor shall the Pledgee be
liable for any depreciation or fall in value or loss upon conversion of currency of the Pledged
Property or proceeds thereof or otherwise howsoever, whilst in the Pledgee’s possession under
this Agreement of Pledge, nor shall the Pledgee be under any liability whatsoever to make any
payments of money or to do any other act or thing for the purpose of preventing the loss or
depreciation in the value of the Pledged Property.

12.3 The rights, interest, powers, authorities and the securities hereby vested in the Pledgee are
unconditional and irrevocable and shall at all times be binding on me and any successors in
interest, executors, administrators and assigns;

12.4 And I hereby also agree that any notice and writing required to be served shall be sufficiently
served if addressed to me at my individual addresses registered with you or in the event of no
such address being registered at my last known place of residence or business. A notice sent by

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post shall be deemed to be given at the time when in due course of post it would be delivered at
the address to which it is sent.

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SCHEDULE I

Name No. of Shares Pledged

Mrs. Bilqies Saleem, w/o __________ 3,558,200

r/o _____________, CNIC No. _______________

Market Value as on _____________:

PKR _________________ Million (Rupees ______________ Million)

With an average market value of Rs. 287,716,343

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SCHEDULE II

DETAILS OF NATIONAL BANK OF PAKISTAN’S CDC ACCOUNT

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IN WITNESS WHEREOF, the parties hereto, acting through their duly authorised representatives (if any),
have caused this Share Pledge Agreement to be signed in their respective names as of the date first above
written.

PLEDGOR

Signature: _______________________

Name: _______________________

Address: _______________________

CNIC: _______________________

FOR AND ON BEHALF OF


NATIONAL BANK OF PAKISTAN LIMITED

Signature:____________________
[Authorsied Signatory]
Name:
Designation:

This Share Pledge Agreement has been executed in the presence of the following witnesses:

1. Signature: ___________________________________

Name: ___________________________________

Address: ___________________________________

CNIC:

2. Signature: ___________________________________

Name: ___________________________________

Address: ___________________________________

CNIC: ___________________________________

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