Issuance of Convertible Debt Securities through Right Offer Regulations, 2022

GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.- Islamabad, the 21st September, 2022 NOTIFICATION S.R.O.1767(I)/2022. __ In exercise of the powers conferred by sections 512 , 63 and 66 of the Companies Act, 2017 (XIX of 2017), read with section 169 of the Securities Act, 2015 (III of 2015) , the Securities and Exchange Commission of Pakistan hereby makes the following regulations, the same have been previously published in the Official Gazette vide Notification S.R.O. 869 (I)/2022 dated June 23, 2022 as required by sub-section (4) of section 169 of the Securities Act, 2015, namely:-
CHAPTER – I
PRELIMINARY

1. Short title, commencement and applicability. – (1) These Regulations shall be
   called the Issuance of Convertible Debt Securities through Right Offer Regulations, 2022. (2) They shall come into force at once. (3) They shall apply to listed companies proposing to issue convertible debt securities through right offer.
2. Definitions. – (1) In these regulations, unless there is anything repugnant in
   the subject or context, -
   (i) “Act” means the Securities Act, 2015 (III of 2015); (ii) “Companies Act” means the Companies Act, 2017 (XIX of 2017); (iii) “convertible debt security” means a debt security including sukuk that yields interest/profit payments and can be converted into a predetermined number of equity shares at future point in time; (iv) “listed company” means a public limited company whose shares are listed at Securities Exchange; (v) “right offer of convertible debt securities” involves offering of convertible debt securities by company to existing shareholders in a particular ratio to the number of shares/shareholdings held as on specific cut-off date, for subscription; (vi) “Regulations” means the Issuance of Convertible Debt Securities through Right Offer Regulations, 2022. (2) Words and expressions used but not defined in these Regulations shall have the same meaning as are assigned to them in the Act, the Companies Act, or the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).