Amendments in the Public Offering Regulations, 2017

The Securities and Exchange Commission of Pakistan amends the Public Offering Regulations, 2017 to impose stricter profitability and disclosure requirements on loss-making issuers and green field projects, mandating that sponsors retain at least 51% of post-issue capital until two consecutive years of net profit are reported. The amendments revise eligibility criteria for book building bids, increase the minimum bid margin from five percent to ten percent, and allow book runners to waive this margin for institutional investors at their discretion. New provisions require issuers to offer an exit opportunity to dissenting shareholders if the principal purpose of the issue changes, and update prospectus formats to include specific risk warnings and undertaking statements by chief executives and financial officers.

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GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.-.- Islamabad, the 26th December 2019 NOTIFICATION S.R.O. 1619 (I)/2019. __ In exercise of the powers conferred under section 169 of the Securities Act, 2015 (III of 2015), the Securities and Exchange Commission of Pakistan is pleased to make the following amendments in the Public Offering Regulations, 2017 notified vide S.R.O. 296(I)/2017, the same having been previously published in the official Gazette vide notification no. S.R.O. 1213(I)/2019 dated October 08, 2019, as required under sub-section (4) of section 169 of the Securities Act, 2015 for eliciting public opinion, namely:- AMENDMENTS In the aforesaid Regulations,- (1) in regulation 2,- (a) in sub-regulation (1), in clause (xvii), after the words “Consultant to the Issue”, at the end, the words “, which may also be called Lead Manager or Advisor” shall be added. (2) in regulation 3,- (a) in sub-regulation (1),- (i) the clause (i) shall be omitted. (ii) after clause (ii), following text shall be added, namely:
“Provided that in case of non-compliance with profitability criteria, the sponsors of the Issuer shall retain at least 51% of the post issue paid-up capital till the company reports net profit after tax for two consecutive financial years including profit from its core business activities; Provided further that the issuer shall: (a) submit a business plan to turnaround the company into a profitable venture; and (b) disclose the following on the cover page of the Prospectus in bold language:
“This is a loss-making company. The risks associated with loss making companies are comparatively much higher than profitable companies. The prospective investor should,

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Lineage: Amended

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Timeline

Amended 3 times · last 2026-09-08

2026-09-08SECPPublic Offering Regulations, 2017amends
2025-08-21SECPPublic Offering Regulations, 2017 (Updated August 6, 2025)amends
2020-09-07SECPPublic Offering Regulations, 2017amends

Source: Securities and Exchange Commission of Pakistan — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works