SPEL PreliminaryProspectusvF

ADVICE FOR GENERAL PUBLIC
THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS PROSPECTUS,
ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 5.2, 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.
ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NETWORTH INDIVIDUAL INVESTORS
A SINGLE INVESTOR SHALL NOT SUBMIT MORE THAN ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID. IF AN
INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO REJECTION.
THE ELIGIBLE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH IS BENEFICIALLY OWNED
(FULLY OR PARTIALLY) BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED
BID.
SYNTHETIC PRODUCTS ENTERPRISES LIMITED

PRELIMINARY PROSPECTUS
For Issue of 19,350,000 Ordinary Shares (25.02% of Total Post IPO Paid Up Capital) of the Face Value of PKR 10/- each.
Book Building Portion of the Issue comprises of 14,512,500 Ordinary Shares (75% of the Total Issue Size) at a Lower Limit of PKR
23.0/-per share including premium of PKR 13.0/-per share and an Upper Limit of PKR 39.1/-per share including a premium of PKR
29.1/- per share
General Public Portion of the Issue comprises of 4,837,500 Ordinary Shares (25% of the Total Issue Size) at an Issue Price of PKR
[]/-per share including premium of PKR []/- per share
BIDDING PERIOD DATE: On December 08, 2014
FROM: 9:00 A.M. TO 7:00 P.M.
DATE OF PUBLIC SUBSCRIPTION: From [MM] [DD] to [DD], 2014 (BOTH DAYS INCLUSIVE)
DURING BANKING HOURS
Lead Manager, Arranger & Book Runner
BANKERS TO ISSUE
Allied Bank Limited
Bank of Punjab
Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank
MCB Bank Limited

Meezan Bank Limited
Samba Bank Limited
Summit Bank Limited
*United Bank Limited
*In order to facilitate investors, United Bank Limited is providing the facility of electronic submission of application (eIPO) to its account
holders. United Bank Limited account holders can use United Bank Limited Net Banking to submit their application via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day during the
subscription period which will close at midnight on MM DD, 2014.
Book Building Portion Underwritten by:
General Public Portion Underwritten by:

(To be filled in within ten(10) working days of closing of Bidding Period i.e. before
submission of application to the Exchange for allocation of dates for publication of the
final Prospectus and subscription of shares by the general public as required under
clause 6 of Appendix 2 of the Rule Book of the Karachi Stock Exchange Limited)
Date of Publication of this Prospectus: []

For further queries you may contact:
Synthetic Products Enterprises Limited-Mr. Khalil Ahmad Hashmi; P: +92 (42) 35115506
Arif Habib Limited - Mr. Saifuddin Shamsi; P: +92 (21) 32465891
STATEMENT ON ISSUERS ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for the disclosures made in this
Prospectus and confirms that:
This Prospectus contains all necessary information with regards to the Issuer and the Issue, which is material
in the context of the Issue and nothing has been concealed;
The information contained in this Prospectus 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.
For and on behalf of Issuer,
-sd________________________
Mr. Khalil Ahmad Hashmi
C.F.O. & Company Secretary
Page 2 of 83
GLOSSARY
BR
Book Runner
CAD
Computer Aided Design
CAM
Computer Aided Manufacturing
CDCPL
The Central Depository Company of Pakistan Limited
CDS
Central Depository System
CGT
Capital Gain Tax
CMM
Coordinate Measuring Machines
CNC
Computer Numerical Control
CNIC
Computerized National Identity Card
CRO
Companies Registration Office
CVT
Capital Value Tax
EDM
Electric Discharge Machines
FMCG
Fast Moving Consumer Goods
FPI
Foreign Portfolio Investment
HNWI
High Net Worth Individual
ISE
Islamabad Stock Exchange Limited
IPO
Initial Public Offering
Issuer/the Company/SPEL
Synthetic Products Enterprises Limited
ITO
Income Tax Ordinance, 2001
KSE
Karachi Stock Exchange Limited
KST
Khyber Pakhtunkhwa Sales Tax
LM
Lead Manager
LSE
Lahore Stock Exchange Limited
LC
Letter of Credit
NICOP
National Identity Card for Overseas Pakistanis
Ordinance
The Companies Ordinance, 1984
PST
Punjab Sales Tax
SAP
Systems, Application & Products
SCRA
Special Convertible Rupee Accounts
SECP / Commission
Securities and Exchange Commission of Pakistan
SST
Sindh Sales Tax
TPS
Toyota Production Systems
TREC
Trading Right Entitlement Certificate
WHT
Withholding Tax
Page 3 of 83
DEFINITIONS
Appendix 2
Appendix 2 of Chapter 5 of the Rule Book of the Karachi Stock

Exchange which relates to Issue/Offer of Shares through Book
Building
Application Money
In case of bidding for shares out of the Book Building portion, the
total amount of money payable by a successful Bidder which is
equivalent to the product of the Strike Price and the number of shares
to be allotted.
AND
In case of application for subscription of shares out of the general
public portion, the amount of money paid along with application for
subscription of shares which is equivalent to the product of the Issue
Price per share 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 the Company at a price
within the price band, including all the revisions thereto.
Bidder
Any eligible prospective investor who makes a Bid pursuant to the

terms of the Preliminary Prospectus 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.
Bid Collection Centre
Pre-determined places where applications for bidding of shares are

collected by the Book Runner on behalf of the Issuer 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 Runner through an agreement in writing for the purpose,
with the consent of the Issuer. For this Issue, addresses of the Bid
collection centers are provided at paragraph 2.5.
Bidding Form
The form prepared by the Issuer on the format mentioned in the

Listing Regulations of the Exchanges for the purpose of making Bids
which will be considered as the application for subscription of
Ordinary Shares out of the Book Building portion.
Bidding Period
The period during which Bids for shares of the Company shall be
made by institutional and HNWI Investors. The Bidding Period shall
be 8th of December, 2014 (from 9:00 a.m. to 7:00 p.m.).
Book Building
A mechanism of price determination through which indication of

interest for subscription of shares offered for sale by the Issuer is
collected from institutional and HNWI Investors. Through this
process a book is built which gives an idea of demand for the shares
at different price levels. The Strike Price is determined based on the
price at which demand for shares at the end of Book Building period
is sufficient to raise the required amount.
Book Building Account
An account opened by the Issuer with the Collection Bank(s). The

Bidder will pay the Margin Money/Bid Amount through demand
draft, pay order or online transfer in favor of this account as per the
instructions given in para 2.10 and the balance of the Application
Money, if any, shall be paid through this account after successful
Page 4 of 83
allocation of shares under Book Building.

Book Runner
Arif Habib Limited
Dutch Auction Method
The method through which the Strike Price is determined. Under this
method, all the bids are arranged in descending order along with the
number of shares bid for at each price level and the cumulative
number of shares bid for. The strike price is determined by lowering
the price to the extent that the total shares the Issuer intends to issue
through the Book Building process are subscribed.
Company Legal Advisor
Cornelius, Lane & Mufti, Advocates And Solicitors.
e-IPO facility
In order to facilitate investors, United Bank Limited (UBL) is

providing the facility of electronic submission of application (e-IPO)
to its account holders. UBLs account holders can use UBLs Net
Banking
to
submit
their
application
via
link
http://www.ubldirect.com/corporate/ebank. Further, please note that
online applications can be submitted 24 hours a day during the
subscription period which will close at midnight on MM DD, 2014.
Prospectus
A document containing all the information and disclosures as

required under the Companies Ordinance, 1984 together with
disclosure of the Strike Price, results of the Book Building, the date
of publication of Prospectus and, the date(s) for subscription of
shares out of the General Public portion.
Price Band
As per the Book Building criteria dated July 24, 2014 issued by
SECP, a Price Band is defined as A price range, set by the Issuer,
with upper and lower limits between which the bidders can place
their bids. A bid made at a price below the lower limit or above the
upper limit of the Price Band shall not be accepted. Price Band in
this particular IPO is PKR 23.0/- per share to PKR 39.1 per share.
General Public
All Individual and Institutional Investors including both Pakistani

(residents & non-residents) and foreign investors.
Issue
Issue of 19,350,000 Ordinary Shares (25.02% of Total Post IPO Paid

Up Capital) of Face Value of PKR 10/- each.
Book Building Portion of the Issue comprises of 14,512,500
Ordinary Shares (75% of the Total Issue Size) at a Lower Limit of
PKR 23.0/- per share including premium of PKR 13.0/- per share and
an Upper Limit of PKR 39.1/- per share including a premium of PKR
29.1/- per share.
General Public Portion of the Issue comprises of 4,837,500 Ordinary
Shares (25% of the Total Issue) at an Issue Price of PKR []/-per
share including premium of PKR []/- per share.
Issue Price
The price at which Ordinary Shares of the Company are issued to the
General Public. The Issue Price is the Strike Price i.e. PKR []/- per
share.
High Net worth Individual

(HNWI) Investor
An individual investor who bids for shares of the value of PKR

1,000,000/- or above.
Institutional Investors
Both local and foreign Institutional Investors.

Page 5 of 83
Lead Manager
Arif Habib Limited
Limit Bid
The Bid for a specified number of shares at the limit price.
Limit Price
The maximum price a prospective institutional or HNWI investor is

willing to pay for a share under the Book Building process.
Lower Limit
A lower limit of price band, i.e. PKR 23.0 per share including a
premium of PKR 13.0 per share
Margin Money
The partial or total amount, as the case may be, paid by a Bidder at
the time of making a Bid. In case of bids by the institutional investors
it is 25% of the Bid Amount and in case of bids by HNWI investors
it is 100% of the Bid Amount.
Ordinary Shares
Ordinary Shares of Synthetic Products Enterprises Limited having

face value of PKR 10/- each, unless otherwise specified in the
context thereof.
Preliminary Prospectus
The preliminary Prospectus containing all the information and

disclosures as required under the Companies Ordinance, 1984, and
Listing Regulation of the Stock Exchanges approved by the
Commission under section 57 (1) of the Companies Ordinance, 1984
and circulated to the Institutional Investors and HNWIs for the Book
Building Process.
Step Bid
A series of limit bids at increasing prices.
Strike Price
The price of share determined/discovered on the basis of Book

Building process in the manner provided in the Listing Regulations
of KSE at which the shares are Issued to the successful Bidders. The
Strike Price determined through the Book Building process is PKR
[]/- per share.
Upper Limit
The upper limit of price band, i.e. PKR 39.1 per share including a
premium of PKR 29.1 per share
Page 6 of 83
TABLE OF CONTENTS
APPROVAL AND LISTING ON THE STOCK EXCHANGE ................................................... 8
BOOK BUILDING PROCEDURE ............................................................................................... 11
SHARE CAPITAL AND RELATED MATTERS ....................................................................... 25
UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES ................ 38
HISTORY, PROSPECTS AND RISK FACTORS ...................................................................... 40
FINANCIAL INFORMATION ..................................................................................................... 46
MANAGEMENT OF THE COMPANY ...................................................................................... 59
MISCELLANEOUS INFORMATION ........................................................................................ 65
APPLICATION AND ALLOTMENT INSTRUCTIONS .......................................................... 70
10
BIDDING FORM OF SYNTHETIC PRODUCTS ENTERPRISES LIMITED ...................... 75
11
SIGNATORIES TO THE PROSPECTUS ................................................................................... 76
12
MEMORANDUM OF ASSOCIATION ....................................................................................... 77
Page 7 of 83
PART 1
1
APPROVAL AND LISTING ON THE STOCK EXCHANGE
1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (SECP or the Commission) as
required under, Section 57(1) of the Companies Ordinance, 1984 (the Ordinance) has been obtained by
the Issuer for the issue, circulation and publication of this Document (Prospectus).
DISCLAIMER:
IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, 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
COMPANY IN THIS PROSPECTUS.
SECP HAS NOT EVALUATED QUALITY OF THE ISSUE AND ITS APPROVAL FOR ISSUE,
CIRCULATION AND PUBLICATION OF PROSPECTUS 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 ISSUE BEFORE BIDDING / SUBSCRIBING.
1.2. CLEARANCE OF THE PROSPECTUS BY THE STOCK EXCHANGES
The Prospectus 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 Stock
Exchanges) in accordance with the requirements of its Listing Regulations.
DISCLAIMER:
THE STOCK EXCHANGES HAVE NOT EVALUATED THE QUALITY OF THE ISSUE, AND ITS
CLEARANCE 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 ISSUE BEFORE SUBSCRIBING.
THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY THE

STOCK EXCHANGES.
THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION TO INVEST

IN SHARES OR SUBSCRIBE FOR ANY SECURITIES OR OTHER FINANCIAL INSTRUMENT
BY THE STOCK EXCHANGES, 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 STOCK EXCHANGES.
IT IS CLARIFIED THAT INFORMATION IN THIS PROSPECTUS SHOULD NOT BE

CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY THE STOCK EXCHANGES
AND MUST NOT BE TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.
THE STOCK 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,
Page 8 of 83
INCOMPLETENESS AND/OR MISTAKES, FOR DECISIONS AND/OR ACTIONS TAKEN,

BASED ON THIS DOCUMENT.
THE STOCK EXCHANGES NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS

OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE COMPANY TO FULFILL
ITS OBLIGATIONS THERE UNDER.
ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT

BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.
1.3. FILING OF PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR OF

COMPANIES
The Company has filed, with the Registrar of Companies, Companies Registration Office, Lahore, as
required under Sections 57(3) and (4) of the Ordinance, a copy of this Prospectus signed by all the directors
of SPEL, together with the following documents attached thereto:
a) Letter dated November 06, 2014 from the Auditors of the Company, M/s. KPMG Taseer Hadi & Co.
Chartered Accountants, consenting to the publication of their names in the Prospectus, which contains in
Part 6 certain statements and reports issued by them as experts (which consent has not been withdrawn), as
required under Section 57(5) of the Companies Ordinance, 1984.
b) Copies of material contracts and agreements mentioned in Part 8 of this Prospectus as required under
Section 57(4) of the Ordinance.
c) Written confirmations of the Legal Advisor to this Issue and Bankers to this Issue, mentioned in this
Prospectus consenting to act in their respective capacities, as required under Section 57(5) of the Companies
Ordinance, 1984.
d) Written consents of the directors, the chief executive and the Company secretary of the Company, who have
consented for their respective appointments being made and having been named or described as the
directors, chief executive and Company secretary in the Prospectus, 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.
1.4. LISTING ON THE KSE, LSE AND ISE
Application has been submitted by the Issuer to KSE, LSE and ISE for permission to deal in and for
quotation of the shares of the Company.
If for any reason the application for formal listing is not accepted by the Stock Exchanges, the Issuer
undertakes that a notice to that effect will immediately be published in the press and will refund Application
Money to the applicants without surcharge as required under the provisions of Section 72 of the Ordinance.
Page 9 of 83
1.5. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
ISSUERS
We, being the Chief Executive Officer and Chief Financial Officer of the Issuer certify that the Prospectus
constitutes of full, true and plain disclosure of all material facts relating to the shares being issued through
this Prospectus and that nothing has been concealed.
The information provided and disclosures made in this Prospectus contain no misleading material.
For and on behalf of the Issuer
-sd_________________________
Zia Hyder Naqi
Chief Executive Officer
-sd_______________________
Khalil Ahmad Hashmi
Chief Financial Officer
Page 10 of 83
PART 2
BOOK BUILDING PROCEDURE
2.1. BRIEF ISSUE STRUCTURE

The Present Issue
The Issue comprises of 19,350,000 Ordinary Shares of PKR 10/- each which constitutes 25.02% of the total
post IPO paid-up capital of the Company.
The Issue is being made through the Book Building process at a Lower Limit of PKR 23.0 per share
including premium of PKR 13.0 per share and an Upper Limit of PKR 39.1 per share including a premium
of PKR 29.1 per share.
75% of the total Issue size i.e. 14,512,500 Ordinary Shares of PKR 10/- each are being issued through the
Book Building process to institutional investors and HNWI investors.
25% of the total Issue Size i.e. 4,837,500 Ordinary Shares will be issued to the general public at the Strike
Price, which will be determined through the Book Building Process.
2.2. BOOK BUILDING PROCEDURE

Book Building is a process whereby investors bid for a specific number of shares at various prices. The
Lead Manager and the Book Runner, with the consent of Issuer, sets a Price Band, which is the price range
an investor can bid in. An order book of bids from investors is maintained by the Book Runner, which is
then used to determine the Strike Price through the Dutch Auction Method.
Under the Dutch Auction Method, the Strike Price is determined by lowering the price to the extent that the
total number of shares that the Issuer intends to issue through the Book Building process is subscribed.
A Bid by a potential investor can be a Limit Bid or a Step Bid, each of which are explained below.
Limit Bid: Limit Bid is placed at a price, which is the maximum price an investor is willing to pay for a
specified number of shares.
In such a case, a Bidder explicitly states a price at which he/she/it is willing to subscribe to a specific
number of shares. For instance, a Bidder may bid for 5.0 million shares at PKR 24per share, then the total
Application Money would amount to PKR 120,000,000/-.The Bid Amount will be PKR 120,000,000/-.Since
the Bidder has placed a Limit Bid of PKR 24 per share, this indicates that he/she/it is willing to subscribe
the shares at a price upto PKR 24 per share.
Step Bid: A series of Limit Bids at increasing prices. The aggregate amount of Step Bid shall not be less
than PKR 1,000,000/- and the amount of any individual step shall not be less than PKR 250,000/-.
Under this bidding strategy, Bidders place a number of Limit Bids at different increasing price levels. The
Bidders may, for instance, make a Bid for 0.5 million shares at PKR 24 per share, 0.4 million shares at PKR
25 per share and 0.3 million shares at PKR 26 per share, then in essence the investor has placed one Step
Bid comprising three Limit Bids at increasing prices. The Bid Amount will be PKR 29,800,000/-. A
SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID, HOWEVER, A BID CAN BE
REVISED.
Page 11 of 83
THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID APPLICATION WHICH
IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY PERSONS OTHER THAN THE ONES
NAMED THEREIN IS TO BE CONSIDERED AS A CONSOLIDATED BID.
Once the Bidding Period has lapsed and the book has been built, the Book Runner shall determine the Strike
Price.
Successful Bidders shall be intimated, within two (2) working days of the closing of the Bidding Period,
about the Strike Price and the number of shares provisionally allotted to each of them. The successful
institutional Bidders shall, within seven (7) working days of the closing of the Bidding Period, deposit the
balance amount as consideration against allotment of shares. Where a successful Bidder defaults in
payment of shares allotted to it, the Margin Money deposited by such Bidder shall be forfeited to the
Book Runner under clause 8.11 of Appendix 2.
AS PER REGULATION 8.16 OF APPENDIX 2, THE SUCCESSFUL BIDDERS SHALL BE
ISSUED SHARES IN THE FORM OF BOOK-ENTRY SECURITIES TO BE CREDITED IN
THEIR CDS ACCOUNTS. ALL THE INSTITUTIONAL AND HNWI INVESTORS SHALL,
THEREFORE, PROVIDE THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION.
The Bidders must fill-in the part of the Bidding Form under the heading, Dividend Mandate to
enable the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.
2.3. LEAD MANAGER
Arif Habib Limited (AHL) has been mandated by the Issuer to act as Lead Manager in respect of the
Issue, which is being made through the Book Building Process as laid out in Appendix 2.
2.4. BOOK RUNNER
AHL has been appointed as the Book Runner to the Issue.
2.5. ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER
a) The Lead Manager of the Issue shall:
i. Conduct awareness campaigns through presentations, meetings, road shows etc. jointly with the Book
Runner;
ii. Ensure that all disclosures as required under the Ordinance and Appendix 2 have been made in the
Prospectus;
iii. Ensure that necessary infrastructure and electronic system/software is available to collect Bids and to carry
out the Book Building process in a fair, efficient and transparent manner;
iv. Ensure that they have obtained on behalf of the Issuer, all approvals/consents/NOCs relating to the Issue;
v. Publish an advertisement, approved by the Commission, in at least one Urdu and one English daily
newspaper having wide circulation in the federal capital and all the provincial capitals of Pakistan, in order
to invite the institutional and HNWI investors to participate in the bidding process; and
vi. Ensure that the Preliminary Prospectus will, after approval of the Commission, be uploaded on the Book
Runners as well as on the Companys website.
b) The Book Runner to the Issue shall:
Page 12 of 83
i. Conduct awareness campaigns through presentations, meetings, road shows etc. jointly with Lead Manager;
ii. Ensure that necessary infrastructure and electronic system/software is available to collect Bids and to carry
out the Book Building process in a fair, efficient and transparent manner;
iii. Collect Bid applications and applications money, security, margin as the case may be from the institutional
and HNWI investors in the manner as mentioned in Appendix 2;
iv. Place serial numbers, date and time on each bidding application at the time of collection of the same from
the bidders;
v. Vet the bidding applications;
vi. Build an order book showing demand for the shares at various prices;
vii. Determine the strike price at the close of the bidding period;
viii. Maintain record of the Bids received for subscription of the shares;
ix. Use the software for Book Building process provided by KSE, which is based on Dutch Auction
Methodology for display of the order book and determination of the strike price, on the terms and conditions
as may be agreed in writing between the KSE, the Issuer and the Book Runner;
x. For information of the investors, in addition to live display of the order book on the website of the
KSE, also live display the same order book simultaneously on its own website till closing of the
Bidding Period;
xi. Ensure that each Bid application contains depository account number of the bidder maintained with CDCPL
wherein shares shall be credited in case the bid is successful;
xii. Ensure that each Bid application contains the Dividend Mandate given by the bidder along with the
Bank Account to enable the Company to directly credit their cash dividend, if any, in their respective
Bank Accounts.
xiii. Not accept multiple Bids i.e. more than one bid application by the same person;
xiv. Enter into underwriting agreement with the Issuer relating to the Book building Portion of the Issue;
xv. Circulate copies of the Preliminary Prospectus cleared by the Stock Exchanges and approved by the
Commission along with the bidding forms to the prospective institutional and HNWI investor;
xvi. BR has established bid collection centers at the following addresses:
Karachi
Contact Officer:
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Saifuddin Shamsi
021 3246 5891
0312 860 7372
021 111245111
021 32429653
saif.shamsi@arifhabibltd.com
Arif Habib Center, 23 MT Khan Road, Karachi
Lahore
Contact Officer:
Abdul Qadir
Page 13 of 83
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
Islamabad
Contact Officer:
Direct No.:
Mobile No.:
PABX No.:
Fax No.:
Email:
Postal Address:
0347 253 7479
abdul.qadir@arifhabibltd.com
Room # 220, Arif Habib Ltd, Lahore Stock Exchange, Lahore
Tahir Abbas
0312 180 3447
tahir.abbas@arifhabibltd.com
Ground Floor, Islamabad Stock Exchange, Islamabad
xvii. Ensure that all the Bids received by the bid collection centers are entered into the system developed by the
KSE for the purpose of Book Building. As per the criteria for Book Building issued by SECP, Bids
received shall be entered into the KSEs Book Building system till 5:00 pm and no new bid including
those received in the bid collection centers shall be entered into the system after 5:00 pm. Bidders can
withdraw their bids any time till 5:00 pm but after 5:00 pm withdrawal shall not be allowed. Bidders
can revise their bids any time till 7:00 pm.
2.6. OPENING AND CLOSING OF THE BIDDING PERIOD
The Bidding Period shall remain open for one working day during business hours i.e. will commence at
09:00 a.m. on December 08, 2014 and will close at 07:00 p.m. on December 08, 2014.
BIDDING PROCESS STARTS ON
Monday, December 08, 2014
BIDDING PROCESS ENDS ON
Monday, December 08, 2014
2.7. ELIGIBILITY TO PARTICIPATE IN BIDDING

Eligible investors who can place their Bids in the Book Building process are institutional and HNWI
investors.
Institutional investors include both local and foreign institutional investors.
HNWI investors are individual investors who bid for shares of value of PKR 1,000,000/- (Pak Rupees One
Million Only) or above in the Book Building process.
2.8. INFORMATION FOR BIDDERS

a) The Preliminary Prospectus has been duly cleared by the Stock Exchanges and approved by SECP. The
Preliminary Prospectus and the Bidding Form can be obtained from the registered office of the Issuer, the
Book Runner and the Bid collection centers. Preliminary Prospectus and Bidding Forms can also be
downloaded from the following websites of the Company and the Book Runner i.e.
http://www.spelgroup.com and http://www.arifhabibltd.com respectively.
b) Eligible investors who are interested in subscribing to the Ordinary Shares should approach the Book
Runner at the addresses provided in paragraph 2.5 to register their Bids.
c) THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON OR
THROUGH FAX NUMBERS GIVEN IN PARAGRAPH 2.5.
Page 14 of 83
2.9. BIDDING FORM AND PROCEDURE FOR BIDDING

a) Standardized Bidding Form has been prescribed by the Book Runner. Bids shall be submitted at the Bid
collection centers in person or through fax number given in para 2.5 on the standard Bidding Form duly
filled in and signed in duplicate along with pay order, demand draft or evidence of online transfer of money
at the bid collection centre. The Bidding Form shall be serially numbered at the Bid collection centers and
date and time stamped, at the time of collection of the same from the Bidders.
b) Upon completion and submission of the Bidding Form, the Bidders are deemed to have authorized the Issuer
to make necessary changes in the Preliminary Prospectus as would be required for finalizing and filing the
final Prospectus with KSE and SECP, without prior or subsequent notice of such changes to the Bidders.
c) The bidding procedure under the Book Building Process is outlined below:
i. As required under clause 8.8 of Appendix 2, copy of the approved Preliminary Prospectus shall be
circulated by the Issuer through Book Runner to a maximum number of the institutional investors and
HNWI, but not less than ten (10) in each of the two categories for participation in the bidding process and a
copy will also be placed on the websites of the Company and the Book Runner.
ii. An advertisement, approved by the Commission, shall be published at least in one Urdu and one English
daily newspaper having wide circulation in the federal capital and all the provincial capitals of Pakistan,
inviting the institutional and HNWI investors for participation in the bidding.
iii. A Book Building Account shall be opened by the Issuer for collection of Bid amount. The bid money of all
the successful bids shall remain in the respective IPO accounts specifically opened for this purpose till
completion of the IPO and issuance of NOC by the concerned Stock Exchanges.
iv. The Bidding Form shall be issued in duplicate signed by the Bidder and countersigned by the Book Runner,
with first copy for Book Runner and the second copy for the Bidder.
v. Bids shall be submitted through the Bid collection centers or through fax numbers given in para 2.5 on the
standard Bidding Form duly filled in and signed in duplicate. The addresses for the Bid collection centers
are given in para 2.5.
vi. Bids can be placed as limit bid or step bid.
vii. Bid money/Margin Money shall be deposited through demand draft, pay order or online transfer in favor of
IPO of Synthetic Products Enterprises Limited Book Building Account. For online transfer the
payment shall be made into A/C # 6-1-1-20311-714-468392 being maintained at Habib Metropolitan Bank
Limited and A/C # 01-02-02-20311-714-165196 being maintained at Summit Bank Limited with the
Account Title IPO of Synthetic Products Enterprises Limited Book Building Account. Please note
that online transfer facility shall only be allowed for account holders of Summit Bank Limited.
viii. Book Runner shall collect an amount of 100% of the Application Money as Bid money in respect of bids
placed by HNWIs.
ix. Book Runner shall collect an amount of not less than 25% of the Application Money as Margin Money in
respect of bids placed by institutional investors.
x. Book Runner may reject a bid placed by institutional/HNWI investors for reasons to be recorded in writing
and the reasons should be disclosed to such Bidder forthwith. Decision of Book Runner shall not be
challengeable by the Bidder or its associates.
xi. Book Runner shall not accept the Bids made at a Bid price outside the Price Band.
Page 15 of 83
xii. The Issuer and Book Runner shall not accept a bid which is for more than 10% of the Book Building
portion except the bids by the associates of the Issuer.
Bids from associated persons or other related persons or parties of the Issuer, shall not be accepted
for shares in excess of 5%, in aggregate, of the book building portion.
To check this threshold, the Issuer shall provide to the Book Runner and the Book Runner shall
obtain from the Issuer, list of associated persons of the Issuer before commencement of the bidding
period and the Book Runner shall make sure that the said list has been provided to KSE and the
employees deployed at the collection centers for collection of bids and entry thereof in the system.
xiii. The Bidders will receive back the duplicate form upon submission of their Bids which will be proof of their
Bid submission. The bidders shall not be provided with any receipt if a duly filled duplicate form is not
submitted along with the bid. In case of facsimile, a copy of form with receiving will be faxed back to the
Bidder.
xiv. Bidders can revise their Bids during the bidding period till 7:00 pm, however, after 5:00 pm withdrawal of
bids will not be allowed (for details please refer to para 2.13 and 2.15).
xv. Book Runner shall maintain record of the Bids received / rejected / revised/ withdrawn along with identities
of the Bidder and evidence of amount received.
xvi. Book Runner shall ensure that all the bids received at the Bid collection centers are entered into the
system developed by KSE for the purpose of the Book Building according to the procedure given in
para 2.2 and as per clause 8.6 of Appendix 2. The system shall be capable of displaying live, an order
book, in descending order with respect to the Bid price, showing the demand for shares at various
prices and accumulative number of shares bid for along with percentage of the total shares Issued.
The order book should also show the Bids revised and the Bids withdrawn.
xvii. At the close of Bidding Period, the Issuer, in consultation with the Lead Manager and Book Runner, shall
determine the Strike Price with the consent of the Issuer.
xviii. 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.
xix. The successful institutional Bidders shall, within seven (7) working days of the closing of the Bidding
Period, deposit the balance amount as consideration against allotment of shares.
xx. Under clause 8.11 of Appendix 2, where a successful institutional Bidder defaults in payment of
shares allotted to it, the Margin Money deposited by such Institutional Bidder shall be forfeited to the
Book Runner.
xxi. Margin money of unsuccessful Bidders will be refunded within three (3) working days of the close of the
Bidding Period.
xxii. Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription
money from the successful Bidders; however, shares to such Bidders shall be transferred at the time of
transfer of shares out of the General Public portion of the Issue to successful applicants.
2.10. BANK ACCOUNT FOR BOOK BUILDING
The Issuer has opened two separate bank accounts for collection of applications money, one each for the
Book Building portion and the general public portion of the Issue.
Page 16 of 83
The Bidders shall draw demand draft or pay order in favor of IPO of Synthetic Products Enterprises
Limited Book Building Account which has been opened at Habib Metropolitan Bank Limited and
Summit Bank Limited. The collection banks shall keep and maintain the bid money in the said account.
Once the Strike Price is determined and list of successful bidders/allottees is finalized, the Lead Managers,
after obtaining NOC from KSE, may request in writing to the collection bank for transfer of the money of
successful and accepted applications to the Issuers account(s) and advice for refund of the bid money to
unsuccessful Bidders.
2.11. PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft, pay order or online transfer favoring IPO of Synthetic Products
Enterprises Limited Book Building Account and submit it at the designated Bid collection center
either in person or through facsimile along with a duly filled Bidding Form.
CASH MUST NOT BE SUBMITTED WITH THE BIDDING FORM AT THE BID COLLECTION
CENTER.
ONLINE TRANSFER, PAY ORDER, OR DEMAND DRAFT ACCEPTABLE TO THE BOOK
RUNNER AND DRAWN IN FAVOR OF IPO OF SYNTHETIC PRODUCTS ENTERPRISES
LIMITED BOOK BUILDING ACCOUNT ARE ACCEPTABLE.
Since the investors can bid for shares through limit bid or step bid, therefore payment procedure is
explained below for these methods.
a) PAYMENT FOR LIMIT BID
If investors are placing their Bids through Limit Bid 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 5.0 million shares at a price of PKR 24/- per share, then the total
Application Money would amount to PKR 120,000,000. In such a case, (i) HNWI shall deposit PKR
120,000,000 in the Book Building account as the Bid amount which is 100% of PKR 120,000,000; and (ii)
Institutional Investors shall deposit PKR 30,000,000 in the Book Building account as the margin amount
which is at least 25% of PKR 120,000,000.
b) PAYMENT FOR STEP BIDS
If investors are placing a Step Bid, which is a series of limit Bids at increasing prices, then they shall
deposit the Margin Money/ Bid 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 24/- per share, 0.4 million shares at PKR 25/per share and 0.3 million shares at PKR 26/- per share, then in essence the investor has placed one Step
Bid comprising three limit Bids at increasing prices. The Margin Money would amount to PKR
29,800,000/- which is the sum of the products of the number of shares Bid for and the Bid price of each
limit Bid. In such a case, (i) HNWI shall deposit PKR 29,800,000/- in the Book Building Account as Bid
amount which is 100% of PKR 29,800,000/- and (ii) Institutional investors shall deposit at least PKR
7,450,000/- in the Book Building Account as Margin Money which is 25% of PKR 29,800,000/-.
2.12. PAYMENT BY FOREIGN INVESTORS
Foreign investors may subscribe using their special convertible rupee accounts (SCRA), as set out under
Chapter 20of the State Bank of Pakistans Foreign Exchange Manual 2002. Under Section 7(i) of Chapter
20, companies issuing shares out of new public Issues on repatriable basis, as permitted under sub para (B)
(I) of paragraph 6, may open foreign currency collection accounts with banks abroad or in Pakistan for
Page 17 of 83
receiving the subscription in foreign currency. They may also allow refunds from these accounts to
unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being issued through this
Prospectus. 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. There is no
restriction on repatriation of sale proceeds of and the dividend yield on the shares of the Company.
Underlying client names/beneficial owners are required to be disclosed at depository level.
A.
B.
Key Documents required for individual(s):

(i)
Account opening request; and
(ii)
Passport / ID.
General documentations required for opening of SCRA account by institutional investors
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 document (like Trade Registry
Certificate, Business Registration Certificate, and 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; and
(x)
List of Shareholders (greater than 10% holdings) and key officers.
It is however pertinent to note that the procedure and requirements of each financial institution with respect
to opening of SCRA differs, hence it is advised to request the procedure from respective financial
institution.
Payments made by foreign investors shall be supported by proof of receipt of foreign currency through
normal banking channels. Such proof shall be submitted along with the Application by the foreign investors.
2.13. REVISION OF BIDS BY THE BIDDER
The Bidders shall have the right to revise their Bids any time during the Bidding Period up to 7:00 pm.
Online revision of the Bids may be allowed to the Bidders through system software. This will however be
subject to the condition that the Bidder shall comply with the requirements of bidding as stipulated under
Appendix 2 and any other condition or procedure disclosed in the Preliminary Prospectus.
2.14. REJECTION OF BIDS BY THE BOOK RUNNER
In terms of clause 8.4 of Appendix 2, Book Runner may reject a Bid placed by an institutional/HNWI
investor for reasons to be recorded in writing and the reasons should be disclosed to such Bidder forthwith.
Decision of the Book Runner shall not be challengeable by the Bidder or any of its associates.
2.15. WITHDRAWAL OF BIDS BY THE BIDDER
A Bidder has the right to withdraw a Bid from the bidding system any time during the Bidding Period till
05:00 pm. Online withdrawal of the Bids may be allowed to the Bidders through system software. This will
however be subject to the condition that the Bidder shall comply with the requirements of bidding as
disclosed under Appendix 2 and any other condition or procedure disclosed in the Prospectus.
Page 18 of 83
2.16. WITHDRAWAL OF ISSUE BY THE ISSUER

a) According to clause 3.10 of Appendix 2 and the criteria for Book Building issued by SECP, in case the
Issuer does not receive Bids within the Price Band for the minimum number of shares offered for issuance,
they may withdraw the Issue. The decision of withdrawal shall be taken within a period of not more than
three (3) working days from the closing of Bidding Period as required under clause 3.10 of Appendix 2 of
Chapter 5 of the KSEs Rule Book. However, if the Issuer decides to go ahead with the Issue then the
unsubscribed shares of the Book Building portion shall be made part of the General Public portion and shall
be offered for issuance to the General Public at the Lower Limit of the Price Band, i.e., PKR 23.0 per share.
These shares will be underwritten in the form and manner as required under the Companies (Issue of
Capital) Rules, 1996. The shares subscribed under the Book Building portion will also be issued to the
bidders at the Lower Limit Price, i.e., PKR 23.0 per share.
b) The Issuer shall withdraw the Issue if the total bids received are less than fifteen.
c) The withdrawal shall be immediately intimated to the Commission and the Exchange.
d) In case the Issue is withdrawn the Margin Money/Bid money will be refunded to Bidders within three
(03) working days of the decision of withdrawal without any markup, interest etc.
2.17. MECHANISM FOR DETERMINATION OF STRIKE PRICE
a) At the close of the Bidding Period, the Issuer, in consultation with the Joint Lead Managers and the Book
Runner shall determine the Strike Price on the basis of Dutch Auction Method. Under this Methodology,
the Strike Price is determined by lowering the price to the extent that the total number of shares issued is
subscribed.
b) The order book shall display the Bid prices in a descending order along with the quantity for each price level
as well as the cumulative quantity at each price level.
c) For the purpose of allotment of shares, the limit Bid(s) entered at the price determined/discovered as the
Strike Price through Book Building Process shall be ranked equally and preference will be given to the
Bidder who has made the bid earlier.
d) Once the Strike Price is determined all those Bidders whose bids have been found successful shall become
entitled for allotment of shares. The Bidders, who have made bids at prices above the Strike Price, will be
issued 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.
The mechanism for determination of Strike Price can be understood by the following illustration.
a)
b)
c)
d)
e)
f)
g)
Number of shares being Issued through the Book Building: 14,512,500 Ordinary Shares
Lower limit price: PKR 23.0 per share
Bidding Period: Monday, December 08, 2014
Bidding Time: 9:00am 7:00pm
Bid Entry Time: 9.00am 5.00pm
Bid Withdraw Time: 9:00am 5:00pm
Bidding Revision Time: 9:00am 7:00pm
Page 19 of 83
Bidder
Institution A
Institution E
Institution B
Foreign Institution F
HNWI A
Institution C
HNWI E
Institution C
Institution B
HNWI A
Institution C
Bid Withdrawn
Price (PKR
per share)
29.00
28.00
28.50
28.00
27.50
27.00
26.00
25.50
25.00
24.00
23.00
Quantity
(shares
Millions)
2.00
1.00
5.00
3.00
1.00
2.00
1.51
6.00
10.00
2.00
7.00
Cumulative
Number of
Shares
2.00
2.00
7.00
10.00
11.00
13.00
14.51
20.51
30.51
32.51
39.51
Category of Order
Limit Price
Limit Price
Limit Price
Limit Price
Step Bid
Step Bid
Limit Price
Step Bid
Limit Price
Step Bid
Step Bid
Bid has been revised and placed at

PKR 28.50 per share
Strike Price determined through
Dutch Auction Method
On the basis of the figures provided in the above illustration, according to the Dutch Auction Method, the
Strike Price would be set at PKR 26.00 per share to sell the required quantity of 14,512,500 ordinary shares.
At PKR 29.00 per share, investors are willing to buy only 2.00 million shares. Since 12.51 million shares are
still available, therefore the price will set lower.
At PKR 28.50 per share, investors are willing to buy 5.00 million shares. Since 7.51 million shares are still
available; therefore, the price will set lower.
At PKR 28.00per share, investors are willing to buy 3.00 million shares. Since 4.51 million shares are still
At PKR 26.00 per share, investors are willing to buy 1.51 million shares. Since after bidding for 1.51
million shares at PKR 26.00 per shares no share will be available, therefore, the Strike Price will be set at
PKR 26.00 per share for the entire lot of 14.51 million shares.
The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is PKR 26.00
per share), will become entitled for allotment of shares at the Strike Price.
The Bidders, who have placed bids below PKR 26.00 per share, will not qualify for allotment of shares.
After allotment in the aforementioned manner, 1.51 million shares are still available for allotment. These
shares will be allotted to the Bidders who have placed bid(s) at PKR 26.00, however, for the purpose of
Page 20 of 83
allotment of these 1.51 million shares preferences will be given to the Bidder who has placed the bid
earlier.
2.18. BASIS OF ALLOTMENT OF SHARES
Once the strike price is determined all those bidders whose bids have been found successful shall become
entitled for allotment of shares. For allocation of shares priority shall be given to the bids placed at the
highest price. The bidders, who have made bids at prices above the strike price, will be issued shares at the
strike price and the differential, if any, 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.
For the purpose of allotment of shares, the bid(s) made at the price determined / discovered as Strike Price
through the Book Building process shall be ranked equally and preference will be given to the bidder who
has made the bid earlier.
Incase bids received at the Upper limit exceeds the number of shares allocated under the Book Building,
then preference will be given to the bidders who have made the bid earlier.
Final allotment of shares out of the Book Building portion shall be made after receipt of full subscription
money from the successful bidders; however, shares to such bidders shall be credited at the time of issue of
shares out of the public portion of the issue to successful applicants.
2.19. REFUND OF MARGIN MONEY
Investors that place Bids lower than the Strike Price shall not be eligible for allotment of shares. Margin
Money of the unsuccessful Bidders shall be refunded within three (3) working days of the close of the
bidding period as required under clause 8.12 of Appendix 2.
The bidders, who have made bids at prices above the strike price, will be issued shares at the strike price and
the differential will be refunded, where required.
2.20. UNDERWRITING
After determination of the Strike Price the Book Runner shall within two (2) working days of the closing of
the bidding period enter into an underwriting agreement with the Issuer, with respect to the Book Building
Portion of the Issue, indicating the number of shares that Book Runner would underwrite at the Strike Price
and the underwriting Commission/Fee to be charged.
2.21. PUBLICATION OF THE FINAL PROSPECTUS
The underwriting agreement for the public portion of the Issue shall be finalized within ten (10) working
days from the closing of Bidding Period.
Upon finalization of the underwriting agreements, the Lead Managers shall, within ten (10) working days
from the date of closing of the Bidding Period, submit an application to KSE for allocation of dates for
publication of the final Prospectus and subscription of shares by the general public.
The final Prospectus in full or in abridged form must be published within seventeen (17) working days of
the closing of the Bidding Period in the manner as specified in Section 53 of the Companies Ordinance,
1984.
Public subscription for the shares shall be held at any date(s) within thirty days (30) of the publication of the
final Prospectus but not earlier than seven (7) days of such publication.
Page 21 of 83
2.22. STATEMENT BY ISSUERS

September 06, 2014
The Managing Director,
Karachi Stock Exchange Limited,
Stock Exchange Building,
Stock Exchange Road,
Karachi.
On behalf of the Issuer, we hereby confirm that all material information as required under the Companies
Ordinance, 1984 and the Listing Regulations of the Karachi Stock Exchange Limited has been disclosed
in the Prospectus and that whatever stated in the Prospectus 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 Issuer
-sd_____________________
Zia Hyder Naqi
-sd_____________________
Khalil Ahmad Hashmi
C.F.O & Company Secretary
Page 22 of 83
2.23. STATEMENT BY LEAD MANAGER
October 20, 2014

Karachi.
Being mandated as Advisors and Lead Managers to this Initial Public Offering of Synthetic Products
Enterprises Limited through the Book Building process, we hereby confirm that all material information
as required under the Companies Ordinance, 1984 and Listing Regulations of the Karachi Stock Exchange
including Appendix 2 thereof has 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 Arif Habib Limited
-sd_____________________
Zeshan Afzal
Executive Director & Head of Corporate Finance
Arif Habib Limited
Page 23 of 83
2.24. STATEMENT BY BOOK RUNNER
October 20, 2014

Karachi.
Being mandated as Book Runner to Initial Public Offering of Synthetic Products Enterprises Limited
through the Book Building process, we hereby confirm that all material information as required under the
Companies Ordinance, 1984 and the Listing Regulations of the Karachi Stock Exchange including
Appendix 2 thereof has 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 Arif Habib Limited
-sd_____________________
Zeshan Afzal
Executive Director & Head of Corporate Finance
Arif Habib Limited
Page 24 of 83
PART 3
3
SHARE CAPITAL AND RELATED MATTERS
3.1. SHARE CAPITAL
No. of shares
100,000,000
441,940
49,893,060
7,665,000
58,000,000
Face value
Premium
(PKR)
(PKR)
AUTHORIZED CAPITAL
Ordinary shares of PKR 10/- each
1,000,000,000
ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
Issued against Cash
4,419,400
Issued as fully paid bonus shares
498,930,600
Issued for consideration other than
76,650,000
Cash (refer to note 3.1-c)
Total Existing Paid up Capital
580,000,000
Total
(including
premium)
(PKR)
1,000,000,000
4,419,400
498,930,600
76,650,000
580,000,000
262,489,450
14,673,650
178,728,180
60,253,620
60,253,620
3,596,480
5,000
580,000,000
188,662,500
333,787,500
The existing issued, subscribed & paid up capital of the Company is held as follows:
SHARES HELD BY DIRECTORS & FAMILY
26,248,945 Mr. Almas Hyder
262,489,450
1,467,365 Mrs. Munawar Naqi
14,673,650
17,872,818 Dr. S. M. Naqi
178,728,180
6,025,362 Mr. Raza Haider Naqi
60,253,620
6,025,362 Mr. Zia Hyder Naqi
60,253,620
359,648 Mr. Sheikh Naseer Hyder
3,596,480
500 Mr. Muhammad Tabassum Munir
5,000
58,000,000 Total Existing Paid up Capital
580,000,000
Present Issue
Allocation to Institutions / HNWIs
investors through book building
14,512,500
145,125,000
process at a strike price of PKR []
each
General Public (including preferential
4,837,500 allocation of 2.00% of 4,837,500 to
48,375,00
employees of SPEL)
19,350,000 Total Present Issue Paid Up Capital
193,500,000
62,887,500
111,262,500
251,550,000
445,050,000
77,350,000 Total Post Issue Paid Up Capital
251,550,000
1,025,050,000
773,500,000
* The premium in the capital structure is on the basis of Lower Limit of PKR 23.0 per share, which will be substituted
with the premium based on strike price determined through the book building process.
Page 25 of 83
Notes:
a) As per rule 3 (I) (iv) of The Companies (Issue of Capital) Rules, 1996, the sponsors shall at all times
retain at least 25% of the capital of the Company.
b) As per regulation 5.4.5(a) of the KSE Rule Book, sponsors shareholding in excess of 25% of the
capital of the Company is not saleable for a period of six (06) months from the date of public
subscription.
c) As per regulation 5.4.5 (b) of the KSE Rule Book, shares allocated to employees of the Company
shall not be saleable for a period of six (06) months from the date of public subscription.
d) SPEL had a paid-up capital of PKR 242,438,870 divided into 24,243,887 shares of PKR 10 each
and SPEL Packaging Industries (Private) Limited (SPIL) had a paid-up capital of PKR
52,500,000 divided into 5,250,000 shares of PKR 10 each. SPIL was an associated company of
SPEL and was engaged in the business of plastic packaging for the food industry. Keeping in view
the synergies of cost effectiveness and market expansion, the sponsors of the both the Companies
decided to merge SPIL with and into SPEL with SPEL being the surviving entity At a swap ratio of
1.46 [i.e 1.46 shares of SPEL against 1 share of SPIL], a total 7,665,000 shares of SPEL were issued
to members of SPIL. The Honorable Lahore High Court, Lahore vide its order No. 16-2011 dated
15 July 2011 has sanctioned the scheme of arrangement for amalgamation of SPEL Packaging
Industries (Private) Limited with SPEL effective from 1 July 2010. Prior to the merger, SPEL had
seven directors on its Board out of which four key Directors of SPEL owned and controlled SPEL
Packaging Industries (Private) Limited.
e) Relaxation has been sought for clause 1 of the revised criteria for book building issued by SECP
vide circular No. SMD/CIW/Misc 14/2007 on July 24, 2014.
3.2. OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will open for [] days at the commencement of banking hours on [MM/DD] 2014
and will close on [MM/DD] 2014 at the close of banking hours*.
*In order to facilitate investors, United Bank Limited (UBL) is providing facility of electronic submission of application
(eIPO) to its account holders. UBLs account holders can use UBLs Net Banking to submit their application via link
http://www.ubldirect.com/corporate/ebank. Further, please note that online applications can be submitted 24 hours a day
during the subscription period which will close at midnight on MM DD, 2014.
3.3. INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

Eligible investors include:
a) Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including
Pakistani nationality;
b) Foreign nationals whether living in or outside Pakistan;
c) Companies, bodies corporate or other legal entities incorporated or established in or outside
Pakistan (to the extent permitted by their respective constitutive documents and existing regulations
as the case may be);
d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective trust
deeds and existing regulations); and
e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
Page 26 of 83
3.4. FACILITIES
INVESTORS
AVAILABLE
TO
NON-RESIDENT
PAKISTANI
AND
FOREIGN
Non-resident Pakistani investors and foreign investors may subscribe for the shares being issued through
this Prospectus by using their SCRA. For details please see Chapter 20 of the Foreign Exchange Manual of
the State Bank of Pakistan. Under Section 7(i) of Chapter 20 of the said Manual, Companies issuing shares
out of new public Issues on repatriable basis, as permitted under sub para (B) (I) of paragraph 6, may open
foreign currency collection accounts with banks abroad or in Pakistan for receiving the subscription in
foreign currency. They may also allow refunds from these accounts to unsuccessful applicants.
Foreign investors do not require any regulatory approvals to invest in the shares being issued through this
Prospectus. 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. There is no
restriction on repatriation of sale proceeds and dividend payouts on shares. Underlying client
names/beneficial owners are required to be disclosed at depository level.
A.
Key Documents required for individual(s):

(i)
Account opening request; and
(iii)
Passport / ID.
B.
General documentations required for opening of SCRA account by institutional investors

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 document (like Trade Registry
Certificate, Business Registration Certificate, and 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; and
(x)
List of Shareholders (greater than 10% holdings) and key officers.
It is however pertinent to note that the procedure and requirements of each financial institution with respect
to opening of SCRA differs, hence it is advised to make a prior request for the procedure from concerned
financial institution.
Payments made by foreign investors must be supported by proof of receipt of foreign currency through
normal banking channels. Such proof must be submitted along with the Application by the foreign investors.
3.5. MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES

OUT OF THE PUBLIC PORTION OF THE ISSUE
The basis and conditions of allotment to the general public shall be as follows:
(a) Application for shares must be made for 500 shares or in multiple of 500 shares only. Applications
which are neither for 500 shares nor for multiples of 500 shares shall be rejected.
(b) The minimum amount of application for subscription of 500 shares in case of physical transfer is PKR
[]/- and in case of transfer under the book entry system is PKR []/-.
Page 27 of 83
(c) Application for shares below the total value of PKR []/-in case of shares in physical form and PKR
[]/- in case of shares in the book entry form shall not be entertained.
(d) SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE
APPLICATION BY SAME PERSON) IS PROHIBITED AND SUCH APPLICATIONS
MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THE SECURITIES
AND EXCHANGE ORDINANCE, 1969.
(e) If the shares issued to the general public are sufficient to accommodate all applications, all applications
shall be accommodated.
(f) If the shares applied for by the general public are in excess of the shares being issued to them, the
distribution shall be made by computer balloting, in the presence of the representative(s) of the KSE in
the following manner:
(i) If all applications for 500 shares can be accommodated, then all such applications shall be
accommodated first. If all applications for 500 shares cannot be accommodated, then balloting will
be conducted among applications for 500 shares only.
(ii) If all applications for 500 shares have been accommodated and shares are still available for
allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000
shares cannot be accommodated, then balloting will be conducted among applications for 1,000
shares only.
(iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares are still
available for allotment, then all applications for 1,500 shares shall be accommodated. If all
applications for 1,500 shares cannot be accommodated, then balloting will be conducted among
applications for 1,500 shares only.
(iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and
shares are still available for allotment, then all applications for 2,000 shares shall be accommodated.
If all applications for 2,000 shares cannot be accommodated, then balloting will be conducted
among applications for 2,000 shares only.
(v) After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in
the following manner:
If the remaining shares are sufficient to accommodate each application for over 2,000 shares,
then 2,000 shares shall be allotted to each applicant and remaining shares shall be allotted on
pro-rata basis.
If the remaining shares are not sufficient to accommodate all the remaining applications for over
2,000 shares, then balloting shall be conducted for allocation of 2,000 shares each to the
successful applicants
(g) If the Issue is over-subscribed in terms of amount only, then allotment of shares shall be made in the
following manner:
(i) First preference will be given to the applicants who applied for 500 shares;
(ii) Next preference will be given to the applicants who applied for 1,000shares;
(iii) Next preference will be given to the applicants who applied for 1,500 shares;
(iv) Next preference will be given to the applicants who applied for 2,000 shares; and then
(v) After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to the
applicants who applied for more than 2,000 shares.
Page 28 of 83
(h) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(i) Applications, which do not meet the above requirements, or applications which are incomplete, will be
rejected.
(j) The employees of the Company have been given preferential allocation of 96,750 shares at a price of
PKR []/- per share. Employees will subscribe their portion at the day of public subscription. If
employee quota remains unsubscribed, the remaining shares will be allotted to the general public.
3.6. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

The Company 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 Issuer shall be liable to repay the
money with surcharge at the rate of 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/- per day after the 15th day of which the default continues. Provided that the Issuer
shall not be liable if it proves that the default in making the refund was not on its own account and was not
due to any misconduct or negligence on its part.
3.7. CREDIT AND DISPATCH OF SHARE CERTIFICATES

The Company, will dispatch share certificates to successful applicants through their Bankers to the Issue or
by crediting the respective Central Depository System (CDS) accounts of the successful applicants within
thirty (30) days of the close of public subscription, as per listing regulations of the KSE.
Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical scripts on
the basis of option exercised by the successful applicants. Shares in the physical scripts shall be dispatched
to the Bankers to the Issue within thirty (30) days from the date of close of subscription list, whereas scripless 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 Issuer makes a default in complying with the above requirements, they shall pay to the KSE a penalty
of PKR 5,000/- per day for every day during which the default continues. The KSE may also notify the fact
of such default and the name of the Company by notice and also by publication in its ready-board quotation
of the KSE.
The name of the Company be notified to the members of the KSE and placed on the website of the KSE.
3.8. TRANSFER OF SHARES

a) Physical Scrips
Under the provisions of Section 77 of the Ordinance, the directors of the Company shall not refuse to
transfer any fully paid share unless the transfer deed is, for any reason, defective or invalid or is not
accompanied by the relevant share certificate. Provided that the Company shall within thirty (30) days from
Page 29 of 83
the date on which the instrument of transfer was lodged with it, notify the defect or invalidity to the
transferee who shall, after the removal of such defect or invalidity, be entitled to re-lodge the transfer deed
with the Company.
b) Transfer under book entry system
The shares maintained with the CDS in the book entry form shall be transferred in accordance with the
provisions of the Central Depositories Act, 1997 and the CDCPL Regulations.
3.9. SHARES ISSUED IN PRECEDING YEARS

Date of
Allotment
Number of
shares
Par Value
Amount
(Par Value)
Considerations
15-May-82
1,000
100.00
100,000
Initial subscription in cash
4-Feb-84
5,000
100.00
500,000
Right Issue
15-Jul-84
3,900
100.00
390,000
Right Issue
24-Nov-84
50
100.00
5,000
Right Issue
1-Aug-85
5,454
100.00
545,400
Right Issue
11-Dec-88
2,640
100.00
264,000
Right Issue
24-Dec-89
1,250
100.00
125,000
Right Issue
1-Jan-90
19,294
100.00
1929,400
Bonus Issue
10-Jun-91
38,588
100.00
3858,800
Bonus Issue
30-Jun-92
15,435
100.00
1543,500
Bonus Issue
12-Jun-95
9,261
100.00
926,100
Bonus Issue
26-May-05
15,282
100.00
1,528,200
Bonus Issue
15-Nov-07
17,574
100.00
1,757,400
Bonus Issue
9-Jun-08
1,482,008
100.00
148,200,800
Bonus Issue
As of 30-Jun-08
1,616,736
100.00
161,673,600
Sub Total before splitting
As of 30-Jun-08
16,167,360
10.00
161,673,600
10:1 Split of Shares
31-Dec-09
4,850,208
10.00
48,502,080
Bonus Issue
22-Jan-10
249,000
10.00
2,490,000
Right Issue
7-Oct-10
2,977,319
10.00
29,773,190
Bonus Issue
19-Oct-11
7,665,000
10.00
76,650,000
For consideration other than

Cash*
19-Oct-11
1,073,100
10.00
10,731,000
Bonus Issue
26-Sep-12
8,245,496
10.00
82,454,960
Bonus Issue
16-Jun-14
16,772,517
10.00
167,725,170
Bonus Issue
10.00
580,000,000
TOTAL
58,000,000
*Scheme of amalgamation (refer to 3.1-c)
3.10. PRINCIPAL PURPOSE OF THE PUBLIC ISSUE

As part of its business strategy, the Company intends to modernize, replace and expand its manufacturing
facilities. Estimated cost of the expansion plan is PKR 700mn. The Issue will generate PKR 445 million and
PKR 757 million at the Lower and Upper limits of price band, respective. In case of proceeds received from
Page 30 of 83
the IPO are not sufficient to finance the expansion plan, then balance funds will be arranged through internal
resources and bank borrowings.
Description
Building
Plant and Machinery
Working capital
Total
Amount (PKR mn)

72
565
63
700
The company intends to use the funds raised through IPO in balancing, modernization replacement and
expansion of its manufacturing facilities. The envisaged plan of the Company is expected to generate extra
sales of Rupees 1.3billion in terms of revenue which in turn will bring a good contribution margin for the
shareholders.
Expansion Plan to Meet Future Demand
SPELs growth, in addition to intrinsic growth attributable to new products & market development, is also
directly linked with the consumer/FMCG and auto sectors. Despite the slow economy and political
instability in recent years, the consumer/FMCG sector has witnessed an impressive growth of over 30% in
the last 5 years. This growth is a result of multiple factors including increased urbanization (urban
population of 73mn in 2014 compared to 63mn in 2010), growth in per capita income (US$ 1,386 in 2014
compared to 1,072mn) which leads to higher disposable incomes, young population (over 70% is less than
the age of 35 years) and changing consumer trends. In addition, companies such as, Unilever, Nestle etc are
constantly improving on their product range and sales distribution. The growth in consumer/FMCG sector is
also translated in companies profits and share price. Apart from these big names, other local players are
also penetrating into the market (e.g. Gourmet with over 100 retail outlets in Lahore) which is beneficial for
the growth of SPEL in coming years as 60% of the sales are concentrated in this sector.
The rationalization of import policy of used cars, the local production of cars and trucks is on the rise again.
Also, the launch of new models by Toyota, Honda and Suzuki has been welcomed by local consumer. For
the first three months of FY2015, production of cars has increased to 30,691 units compared to 27,545 units
in the corresponding period last year. Further breakdown reveals Toyotas major contribution towards this
growth which is a result of the launch of 2014 Corolla. Being an exclusive supplier to Toyota, Honda and
Suzuki, SPELs sales are also expected to increase at an accelerated rate in coming years.
The investment in new machinery and technology will not only be helpful for top line growth but would
also be instrumental to control the manufacturing cost mainly due to updated technology which has features
of using lesser energy, reduced cycle times of manufacturing, less labor requirement, and will ultimately
deliver a better quality to the customers.
Name of Machine
Capacity
Est. Cost
(PKR '000s)
% of
Total Est.
Cost
L/C
Status
Injection Stretch
Blow Molding
Machine
400,000 bottles p.a.
65,000
10.7%
L/C
opened
Blow molding
18,000,000 bottles
p.a
70,000
11.5%
Thermoforming
800,000 kgs p.a.
54,000
8.9%
Injection molding
machine
500,000 crates p.a.
19,000
3.1%
270,000
44.3%
131,500
21.6%
Pre forms
Injection molding for
auto parts
95,000,000 preforms
p.a.
1680 tons, 720 tons,
520 tons, 320 tons
Page 31 of 83
After
IPO
After
IPO
After
IPO
After
IPO
L/C
partially
Expected
Shipment
Date
Expected
Operational
Date
Mid Dec
2014
Mid Feb
2015
May 2015
July 2015
May 2015
July 2015
April
2015
September
2015
November
2014 and
June 2015
December
2015
December
2014 and July
opened
Total Cost
May 2015
2015
609,500
Plant and machinery is being imported from top of the line suppliers in their respective categories. These
machines will be installed by the technical teams of the foreign suppliers. Subsequent to the receipt of funds
from IPO, most of the plant and machinery is expected to be installed within 8-10 months and will come
online by end of first quarter of FY2015-16. As such, the impact of expansion plan on shareholder returns
will be reflected in the financials of FY2016.
3.11. INTEREST OF SHAREHOLDERS

None of the subscribers of the issued shares of the Company have any special or other interest in the
property or profits of the Company other than as shareholders of the Ordinary Shares in the capital of the
Company.
3.12. DIVIDEND POLICY

The rights in respect of capital and dividends attached to each share are and will be the same. The Company
in its general meeting may declare final dividends but no dividends shall exceed the amount recommended
by the directors. Dividend, if so declared, shall be paid according to the terms of the provisions of the
Ordinance.
The directors may from time to time pay to the members such interim dividends as appear to the directors to
be justified by the profits of the Company. No dividends shall be paid otherwise than out of the profits of the
Company.
No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid
within the period prescribed under the Ordinance.
Those investors 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.
The Bidders must fill-in the part of the Bidding Form under the heading, Dividend Mandate to
enable the Company to directly credit their cash dividend, if any, in their respective Bank Accounts.
3.13. ELIGIBILITY FOR DIVIDEND

The shares being issued shall rank pari passu with the existing shares in all matters, including the right to
such bonus or right issue and dividend as may be declared by the Company subsequent to the Issue of such
shares.
3.14. 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 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 Ordinance).
3.15. CAPITAL GAINS (SECTION 37-A)

Capital gains derived from the sale of listed securities are taxable in the following manner under Section
37A of the Income Tax Ordinance, 2001.
Page 32 of 83
S. No. Tax Year

1
2015
Tax Rate
Holding period of securities
less than twelve
more than twelve months and less
months
than twenty four months
12.5%
10.0%
more than twenty

four months
0%
3.16. WITHHOLDING TAX ON DIVIDENDS

Dividend distribution to shareholders will be subject to withholding tax under section 150 of the
Income Tax Ordinance, 2001 specified in Part 1 Division III of the First Schedule of the said
Ordinance or any time to time amendments therein. In terms of the provision of Section 8 of the
said Ordinance, said deduction at source, shall be deemed to be full and final liability in respect of
such profits in case of individuals only. The following are the rates:
(a) For filer of Income Tax Returns: 10 %
(b) For nonfiler of Income Tax Return: 15%
3.17. TAX ON BONUS SHARES
As per section 236M of the Income Tax Ordinance 2001, 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.
3.18. DEFERRED TAXATION

Deferred tax is accounted for using the balance sheet approach providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax
purposes. In this regard, the effect on deferred taxation of the portion of income that is subject to final tax
regime is also considered in accordance with the treatment prescribed by the Institute of Chartered
Accountants of Pakistan. Deferred tax is measured at rates that are expected to be applied to the temporary
differences when they reverse, based on laws that have been enacted or substantively enacted by the
reporting date. A deferred tax liability is recognized for all taxable temporary differences. A deferred tax
asset is recognized for deductible temporary differences to the extent that future taxable profits will be
available against which temporary differences 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.
The Company has deferred tax liability balance of PKR 121,617,088 as at June 30, 2014.
3.19. SALES TAX ON SALE/PURCHASE OF SHARES

Under the Constitution of Pakistan and Articles 49 of the 7th NFC Award the Government of Sindh,
Government of Punjab and the Government of Khyber Pakhtunkhwa have promulgated the Sindh Sales Tax
through Services Act, 2011, Punjab Sales Tax through Services Act, 2012 and the Khyber Pakhtunkhwa
Sales Tax through Khyber Pakhtunkhwa Finance Act, 2013 respectively. The Sindh Revenue Board, the
Punjab Revenue Authority and the Khyber Pakhtunkhwa Revenue Authority administer and regulate the
levy and collection of the Sindh Sales Tax (SST), Punjab Sales Tax (PST) and Khyber Pakhtunkhwa
Sales Tax (KST) respectively on the taxable services provided or rendered in Sindh, Punjab or Khyber
Pakhtunkhwa respectively.
Page 33 of 83
The value of taxable services for the purpose of levy of sales tax is the gross commission charged from
clients in respect of purchase or sale of shares in a Stock Exchange. The Second Schedule of the above
mentioned Acts levy a sales tax on Brokerage at the rate of 16%. Sales tax charged under the
aforementioned Acts is withheld at source under statutory requirements.
3.20. 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.
3.21. TAX CREDIT FOR INVESTMENT IN IPO

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 offered 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 Privatization Commission of Pakistan.
As per section 62(3)(b) of the Income Tax Ordinance, 2001, the time Limit for holding shares has been
designated as 24 months to avail tax credit TAX CREDIT FOR ENLISTMENT
Under Section 65C of the Income Tax Ordinance, 2001, tax credit at 15% of the tax payable shall be
allowed for the tax year in which a Company is listed on a Stock Exchange in Pakistan.
3.22. JUSTIFICATION FOR THE PREMIUM

Robust Growth Story and Profitable Operations:
The Company has enjoyed a staggering growth in the revenue stream over the years. Sales of the Company
grew at 6 years CAGR of 26.5% from PKR 530 million in FY2009 to PKR 1,719 million in FY2014. This
healthy growth trend is a result of continuous product and market development as the Company over the
period moved into new business lines and established a diversified clientele which includes, auto assembles,
top beverage and food companies.
Profitability of the Company enjoyed phenomenal steady growth at a CAGR of 42% during FY2009-2014
period from PKR 20 million to PKR 122 million. The Company is continuously expanding into packaging
and auto sectors.
The Company continually searches for options to explore new business segments and has the capability to
develop new products to meet the growing needs of customers. In the near future, the Company expects
strong growth within its existing lines of business. It is confident that its strong focus on brand and skills
development over the past some years will enable it to reap the benefits of established brand equity and
superior market knowledge.
The Company is winner of the following Growth awards given by All world Network:
Pakistan 25 Fast Growth Companies Award (Year 2011)
Arabia 500 Fast Growth Companies Award (Year 2011)
Pakistan 100 Fast Growth Companies Award (Year 2012)
Arabia 500 Fast Growth Companies Award (Year 2012)
Diversified revenue base and strong market positioning:
The Company has strong presence in Pakistan. The business of the Company is adequately diversified in the
packaging and auto sectors. Historically the share of auto was around 90% but the company focused on
diversifying into the profitable FMCG sector to balance sales and make the Company recession proof.
Page 34 of 83
Presently, the share of packaging sector in the revenues of the Company is around 60% and share of
revenues from the auto sector is around 40%.SPEL has actively increased its sales to FMCG sector which is
a high growth and high margin sector.
Sales Mix
52.10%
55.80%
59.10%
59.45%
47.90%
45.20%
40.90%
39.55%
2011
2012
2013
2014
Auto Sector
FMCG/Food Packaging
Strong Client Base with Long Term Relations:

The Company has developed a good clientele including blue chip and multinational companies in the
packaging and automotive sectors. The customers include Nestle Pakistan Limited, Unilever Pakistan
Limited, Riaz Bottlers (Private) Limited (Pepsi), Coca Cola Beverages Pakistan Limited, Gray Mackenzie
Restaurants International Limited (KFC), Indus Motor Company Limited (Toyota), Honda Atlas Cars
Pakistan Limited, Pak Suzuki Motor Company Limited , Millat Tractors Limited etc. These customers are
satisfied with the quality and delivery over a long period of time. These strategic relationships not only are
the sources of continued orders but their constant need for better and more accurate products pushes SPEL
to acquire better and modern technologies. SPEL works with customers who provide it with product and
process specifications, testing standards, safety and health standards, packing and logistics standards etc.
Fragmented market-sparse competition:
SPEL commands a strong position in the market because it has the capability to use highly sophisticated
equipment and engineering softwares. SPEL has developed its repute over the last three decades as being a
reliable supplier making it prime choice for the customers. The reliability of SPEL is evidenced from the
fact that SPEL is the sole supplier for many of its products and the customer satisfaction is being
acknowledged regularly through awards and certificates. For setting-up a new plant, sizeable investment and
technological know-how is required which gives SPEL a strong supplier power and less competition.
Quality and on-time Delivery acknowledged by Customers:
Following awards were given to SPEL by its customers as an appreciation for its quality and uninterrupted
supplies:
AL-Ghazi Tractors Limited - Pride of performance award, 1987

Millat Tractors Limited - Best Vendor Award, 1988
Pak Suzuki Motor Company Limited - Outstanding Performance Award, 1989
Pak Suzuki Motor Company Limited - Delivery Performance Award, 1995
Pak Suzuki Motor Company Limited - Vendor Performance Award, 1996
Indus Motor Company Limited - Toyota Production Systems Implementation Award, 1996
Indus Motor Company Limited - Toyota Production Systems Implementation Award, 1997
Honda Atlas Cars Pakistan Limited - Development Performance Award, 2000
Page 35 of 83
Honda Atlas Cars Pakistan Limited - Quality Efforts Award, 2001

Pak Suzuki Motor Company Limited - Vendor Performance Award, 2000-2001
Pak Suzuki Motor Company Limited - Vendor Performance Award, 2002
Indus Motor Company Limited - Overall Performance Award, 2005
Honda Atlas Cars Pakistan Limited - Special Efforts in Development Award, 2005
Pak Suzuki Motor Company Limited - Vendor Excellence Award, 2006
Honda Atlas Cars Pakistan Limited - Best Performance in Parts Delivery Award, 2007
Atlas Honda Limited - Award of Excellence, 2008
Pak Suzuki Motor Company Best Quality Award, 2008
Honda Atlas Cars Pakistan Limited - Best Performance in Parts Delivery Award, 2008
Honda Atlas Cars Pakistan Limited - Best Performance in Parts Quality Award, 2008
Indus Motor Company Limited Best Quality Award, 2008
Indus Motor Company Limited Timely Development Award, 2009
Indus Motor Company On-time Delivery Award, 2011
Pak Suzuki Motor Company Limited - Quality Appreciation Award, 2011
Indus Motor Company - Best Development Award, 2011
Honda Atlas Cars Pakistan Limited, Environment Excellence Award, 2013
Honda Atlas Cars Pakistan Limited - Best Development Award, 2013
Indus Motor Company Limited - Cost Kaizen Award, 2013
Indus Motor Company Limited Timely Development Award, 2014
Mould Shop Offering Competitive Cost Advantage:

The in-house design and mould shop is the strength which gives competitive advantage through which
SPEL produced most of its innovations. The design and mould shop was established soon after the inception
of SPEL. It is now one of the biggest mould shops in Pakistan. The shop is equipped with the state of the art
Computer Numerical Control (CNC) machines, Electric Discharge Machines (EDM), Coordinate Measuring
Machine (CMM), Computer Aided Design (CAD), Computer Aided Manufacturing (CAM) and Mould
Flow Analysis software. The mould designing facility at SPEL made it possible for SPEL to save both time
and capital each time a new product is added. This model is difficult to replicate in the short term as it
requires not only huge investment but also extensive experience.
Proficient and Experienced Management Team with Proven Track Record:
The Company has developed a strong team of professionals, who are recognized in their fields. The team
has executed several projects for the Companys customers and is considered to be the market leader of
plastic products development within Pakistan. Keeping in view the role of human resources in the
augmentation of the Companys business, it has introduced several employee retention schemes to ensure
low employee turnover. Additionally, the Company has invested heavily in the development of its staff
including establishment of training school to enable them to deliver superior performance.
The Institute of Chartered Accountant of Pakistan has awarded first position to the Company in the
Professional Excellence Award of 2012.
SPEL has implemented Toyota Production Systems (TPS) in all its manufacturing units. TPS empowers
team members to optimize quality by constantly improving processes and eliminating waste in material,
labor and other resources. TPS influences every aspect of the organization and includes a common set of
values, knowledge and procedures. It entrusts employees with well-defined responsibilities in each
production step and encourages every team member to strive for overall improvement.
Page 36 of 83
Strong Controls and Corporate Governance:

The Company has implemented SAP which provides a robust information system to monitor the supply
chain, productivity, operations, HR, finances, costs etc. The Company ensures implementation of some of
the best corporate governance practices in order to promote transparency and follows all applicable
International Financial Reporting Standards to provide a realistic view of its business to relevant
stakeholders.
The Company also has strong finance and
Accountants.
internal audit departments headed by separate Chartered
Operating in High Growth & High Margin FMCG Sector:

The company has registered phenomenal growth over the past 5 years and a major reason for that growth is
shift in product mix towards the high growth and high margin FMCG Sector. FY 2014 witnessed 60% of
sales coming from the FMCG sector and 40% from auto sector. SPEL has won various awards for its stellar
growth over the past 5 years. SPEL is a supplier of packaging for the high growth FMCG sector and hence
an investment in SPELs stock allows an investor to indirectly reap benefits from the highly profitable
FMCG sector.
Attractive Floor Price:
Although there are companies operating in packaging business which are listed on the stock exchange, none
of them have dynamics that allows a fair comparison with SPEL. SPELs growth is directly linked with the
consumer/FMCG and auto sectors. We have used trading multiples of a broader packaging sector for our
analysis.
Jun-14
EPS
(A)
9.13
BVPS
(B)
50.30
MPS
(C)
134.36
P/E
(C/A)
14.71
PB
(C/B)
2.67
Packaging
Dec-13
6.97
69.17
262.93
37.71
3.80
Packaging
Dec-13
18.33
498.81
670.16
36.56
1.34
EcoPack
Packaging
Jun-14
2.51
17.59
17.57
7.00
1.00
SPEL
Packaging
Jun-14
2.10
14.24
23.00
10.94
1.62
Companies
Sector
Year End
Cherat Packaging
Packaging
Tri-Pack Films
Packages
*As of November 11, 2014

The floor price of PKR 23 per share translates in to a CY14 P/E ratio of 10.94x, an attractive discount of
54% to the average P/E of 24.00x of above listed comparables. On the basis of SPELs P/B of 1.62 x, the
discount is around 27% compared to the average P/B 2.20x of above listed comparable companies. The
relative valuation is summarized in the table below:
Summary of Multiples
Average
SPEL
Discount
P/E
24.00
10.94
54%
Page 37 of 83
P/B
2.20
1.62
27%
PART 4
UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES
4.1. UNDERWRITING
Book Building Portion
Arif Habib Limited has been mandated to act as the Book Runner to the Issue. The Book Runner shall
underwrite the Book Building Portion of the Issue of 14,512,500 ordinary shares within two (2)
working days of the closing of the bidding period as required under clause 5 of Appendix 2 of the Rule
Book of the Karachi Stock Exchange at the Strike Price determined through the Book Building process.
In the opinion of the Directors, the resources of the Underwriter are sufficient to discharge its
underwriting obligations/commitments.
Public Portion
As required under clause 6 of Appendix 2, the Public Portion of the Issue of 4,837,000 ordinary shares
has been underwritten as under:
Name of Underwriter
Number of Shares
Amount (PKR)
[]
[]
[]
[]
[]
[]
[]
[]
Total
4.2. UNDERWRITING COMMISSION

No underwriting commission will be paid for the amount of Book Building portion underwritten by the
Book Runner. Amount of security deposited by the defaulting Bidder shall however, be forfeited to the
Book Runner.
For general public portion, the underwriters will be paid an underwriting commission at the rate of
1.50% of the amount of Issue underwritten by them. In addition, a take up commission at the rate of
1.50% shall be paid to the underwriters on the value of shares required to be subscribed by them b y
virtue of their respective underwriting commitments.
4.3. BUY BACK/REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK/RE-PURCHASE
AGREEMENT WITH THE ISSUER OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC
ISSUE.
ALSO, NEITHER THE ISSUER NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO ANY
BUY BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES.
THE ISSUERS AND THEIR ASSOCIATES SHALL NOT BUYBACK/REPURCHASE SHARES FROM
THE UNDERWRITERS AND THEIR ASSOCIATES.
4.4. COMMISSION TO THE BANKERS TO THE ISSUE

A commission at the rate of 0.50% of the amount collected on allotment in respect of successful applicants
will be paid by the Issuer to the Bankers for services to be rendered by them in connection with this Issue
for Sale of Shares plus Out of Pocket expenses, if any.
Page 38 of 83
4.5. BROKERAGE
For the public issue, the Issuer will pay brokerage to the TREC holder of KSE, LSE and ISE at the rate of
1% of the value of shares (including premium) actually sold through them. No brokerage shall be paid to the
TREC holders in respect of shares taken up by the underwriters by virtue of their underwriting
commitments.
4.6. EXPENSES TO THE ISSUE

The expenses of this Issue are estimated around PKR 29.2 million. All such expenses are to be borne by the
Issuer. Details of the approximate expenses are mentioned below:
Expenses
Rate
Amount (PKR)
Financial Advisors and Lead Managers

Underwriting Arrangement (For Public Portion only)
Book Runner Fee (For Book Building Portion only)
Underwriting Commission*(For Public Portion only)
Take up Commission*(For Public Portion only)
Brokerage to Members of the Stock Exchange
(for public offering including book building portion)*
Bankers to the Offer Commission*
Marketing, Printing, Publication, and Miscellaneous,
Stock Exchanges Initial Listing Fee, Annual Listing Fee,
Service Charges and Software Charges
SECP Application and Processing Fee
CDC Charges
Registrar/Balloting Agent
Legal Advisory and Documentation
Miscellaneous
Total
1.3%
1.0%
1.5%
1.5%
1.5%
1.0%
5,785,650
1,112,65
5,006,813
1,668,938
1,668,938
4,450,500
0.25%~0.5%
(tentative)
1,380,781
5,000,000
1,686,348
*Represent maximum amount that is expected to be paid based on the Lower Limit Price
**These amounts do not include Sindh Sales Tax, as mentioned in section 3.21, wherever applicable
Page 39 of 83
200,000
532,125
106,875
750,000
1,000,000
29,238,968
PART 5
HISTORY, PROSPECTS AND RISK FACTORS
5.1
BRIEF HISTORY
5.1.1. The Company - Synthetic Products Enterprises Limited

SPEL started business in 1978 as a partnership concern and later on converted to a private limited
company on 16 May 1982 under the companies Act, 1913 (now the Companies Ordinance, 1984).
The Company converted into a public limited company in the year 2008.
SPEL Packaging Industries (Private) Limited was an associated company of SPEL incorporated in 2004
and was engaged in the business of plastic packaging for the food industry. Keeping in view the
synergies of cost effectiveness and market expansion, the sponsors of the both the companies decided to
merge SPEL Packaging Industries (Private) Limited with and into Synthetic Products Enterprises
Limited. The Honorable Lahore High Court, Lahore vide its order no. 16-2011 dated 15 July 2011
sanctioned the scheme of arrangement for amalgamation of SPEL Packaging Industries (Private) Limited
with SPEL effective from 1 July 2010.
The merged entity is now principally engaged in the manufacturing and sale of packaging products
for the FMCG and Food Industry and manufacturing and sale of technology intensive products for
automobile industry. The core business of the Company is precision injection molding, blow
molding, mold making, assembly, printing and evaluation for a wide range of products and
components for both capital and consumer goods.
The Company operates under a covered area of more than 131,000 square feet. The Company is
currently operating four manufacturing units, two at Kot Lakhpat and the two at Raiwind Lilliani
Road, Lahore with about 450 employees.
The Company, in order to maintain its quality standards and to cope up for the increase demands
from customers, regularly invests in advance production machinery, ancillaries and test
equipments. The Company is constantly adopting new technologies and processes which help
maintain its leadership status in the market and win customer loyalty.
SPEL has a portfolio of varied products with a client base of blue chip companies. The Company is
supplying plastic packaging to major national and multinational companies. Supplies are also made
to the assemblers and manufacturers of cars, tractors, motor-cycles, road construction equipment,
off-road vehicles etc. The Companys products are known for quality and reliability. SPEL has a
good understanding and capability of using engineering plastics to meet the special requirements
and standards of its customers.
An endurance testing laboratory has also been setup to ensure that every batch of
products/components that leaves the factory strictly conforms to required standards of quality.
The Company has in-depth knowledge in mould making and has produced moulds for its own
products and also for its customers. SPEL is one of the largest private sector mould making
company in the country. The Company is at the leading edge with its CAD/CAM, CNC machining
and EDM facilities.
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SPEL is ISO 9001 and ISO 14001 certified. In addition, Company is also SEDEX audited and FSSC
22000 approved.
5.1.2. Types of Products and Services
The products molded or produced by the Company can be categorized in the following three
segments:
(i) Products for food industry
For FMCG and food industry, SPEL is producing water bottles, water taps, tubs with lids, ice
cream containers, cups for yogurt and ice cream, shampoo bottles, plastic trays, plastic crates
and plastic cutlery.
(ii)
Products for auto industry

SPEL is supplying plastic parts to the auto industry of Pakistan. The major sales under this
segment comprises steering wheels, door trims, inside and outside door handles, interior
garnishes, steering columns and spinner knobs etc. The Company also produces steering
wheels and steering columns for the off road vehicles.
(iii) Products for engineering industry

SPEL has a state-of-the-art Computer Numerically Controlled (CNC) machining centers for
producing molds and dies for the engineering industry of Pakistan. Having technology and
qualified and experienced staff, SPEL has the capability to produce high precision molds and
dies.
5.1.3. Manufacturing Process
SPELs manufacturing operations provide a variety of plastic processing capabilities based on
customer product requirements. In many cases, SPEL has applied innovative new processing
methods to reduce costs and improve product design and performance
Molding Process
Injection Molding Method
Injection molding is the most commonly used manufacturing process for the fabrication of plastic
parts. A wide variety of products are manufactured using injection molding, which vary greatly in
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their size, complexity, and application. The injection molding process requires the use of an
injection molding machine, raw plastic material, and a mold. The plastic is melted in the injection
molding machine and then injected into the mold, where it cools and solidifies into the final part.
Injection molding is used to produce thin-walled plastic parts for a wide variety of applications,
one of the most common being plastic housings. Plastic housing is a thin-walled enclosure, often
requiring many ribs and bosses on the interior. These housings are used in a variety of products
including household appliances, consumer electronics, power tools, and as automotive dashboards.
Other common thin-walled products include different types of open containers, such as buckets.
Injection molding is also used to produce several everyday items such as toothbrushes or small
plastic toys. Many medical devices, including valves and syringes, are manufactured using injection
molding.
The process cycle for injection molding is very short, typically between 2 seconds and 2 minutes,
and consists of the following four stages namely, Clamping, Injection, Cooling and Ejection:
Blow Molding Method
Blow molding is a manufacturing process that is used to create hollow plastic parts by inflating a
heated plastic tube until it fills a mold and forms the desired shape. The raw material in this
process is a thermoplastic in the form of small pellets or granules, which is first melted and formed
into a hollow tube, called the parison. There are various ways of forming the parison, as explained
below. The parison is then clamped between two mold halves and inflated by pressurized air until
it conforms to the inner shape of the mold cavity. Typical pressures are 25 to 150 psi, far less than
for injection molding. Lastly, after the part has cooled, the mold halves are separated and the part
is ejected.
Parts made from blow molding are plastic, hollow, and thin-walled, such as bottles and containers
that are available in a variety of shapes and sizes. Small products may include bottles for water,
liquid soap, shampoo, motor oil, and milk, while larger containers include plastic drums, tubs, and
storage tanks.
Extrusion Thermoforming Method
Extrusion Process
Extrusion is well known manufacturing process that is used to create objects with a fixed crosssectional profile such as tubes and pipes. This process involves drawing or pushing a material
through a die with a desired cross section. Continuous products such sheets, films, etc. can be
produced using the extrusion process.
Thermoforming Process
In the thermoforming process a plastic sheet is formed to a desired shape in a mold after heating to
the forming temperature. In the industry, large production machines are used to form and heat the
plastic sheets. Usually they are capable of producing very large volumes of finished products in a
very short period of time. Once thermoformed, it is trimmed to get the finished shape.
Depending on the application, the thermoforming process uses thin or thick films. Thin films are
used for manufacturing trays, containers, disposable cups, blisters, etc. They have wide
applications in the food, fast moving consumer goods, etc.
5.1.4. Production Technology
The Company has implemented Toyota Production Systems, which leads to a very lean and
efficient manufacturing environment. Indus Motor Company has given awards to SPEL for having
Page 42 of 83
the best production systems in the industry. Appropriate technologies are constantly acquired and
updated.
Five S (5-S) is a constant activity to improve the efficiency which leads to good housekeeping and
eventually better productivity. Every employee of the Company receives training at least once in a
year in his/her relevant field. The operating information about the Company and its production is
made visible through a visual management system.
An Obeya Room has been created in the factory where all information of the Company about
supply, production, improvements, expansion etc is updated on a daily basis. Daily morning
meetings are held to communicate and share information among the key employees of the
Company. The philosophy of Kaizen is implemented and the whole company works as a team.
5.1.5. Research and Development
The Company has a division for research and development, which is equipped with state of the art
designing and analysis softwares along with efficient and accurate CNC machines, excellent EDM
machines and allied equipment.
The Company also has a CMM (Co-Ordinate Measuring Machine) for dimensional verification
purposes and quality assurance
5.1.6. Outsourcing capabilities
SPEL enjoys enduring relationship with the producers of raw materials and components, and
manufacturers of machines. Most of its raw materials are imported from Japan, Thailand, China,
Saudi Arabia and Singapore. Our team keeps a regular liaison with our suppliers to ensure our
requirements are satisfied to evaluate alternatives and negotiate prices etc.
The Company has outsourced a substantially and developed vendors. This was done after a careful
analysis of make or buy assessment.
5.1.7. Marketing and Sales Distribution
Domestic Market
SPEL is providing its products to the corporate customers which include both multinational and
national companies. Being a supplier to corporate customers, SPEL carries out its marketing
activities mainly by personal meetings and technical presentations. This helps to maintain the
existing relations and add new customers. The Company is always developing new products for the
customers.
SPELs marketing team, which comprises trained and qualified personnel, regularly carries out
market studies, selects the areas of intervention, meets prospective customers, understands their
requirements and offers alternative solutions to new and existing customers.
International Market (Export)
For international market SPEL has developed its own branded products which are displayed in the
relevant international exhibitions mainly in Europe and USA. In addition, our marketing team also
visits the prospective customers in the international markets. The Company has developed
websites to facilitate foreign buyers access.
Page 43 of 83
5.1.8. Major customers

The major corporate customers of the Company include:
1. Nestle Pakistan Limited
2. Uniliver Pakistan Limited
3. KFC
4. Coca Cola Beverages Pakistan Limited
5. Riaz Bottlers (Private) Limited (Pepsi)
6. Pak Suzuki Motor Company Limited
7. Indus Motor Company Limited
8. Honda Atlas Cars (Pakistan) Limited
9. Atlas Honda Limited
10. Millat Tractors Limited
5.2
RISK FACTORS
5.2.1. Regulatory Risk

Imposition/enhancement of duties, taxes, levies and other conditions may adversely affect the operations.
Mitigants
Current government policies are business friendly. Such levies go across the board, so we will still be
competitive.
5.2.2. Political Risk
Political instability and law & order situation may cause interruption.
Mitigants
SPELs supplies are made to companies operating in the FMCG sector, which in itself has the ability to
absorb short term political and law & order risks. As such, short term political turmoil and law & order
situations should not adversely affect the operations of SPEL.
5.2.3. Pricing Risk
With increase in new entrants in the market, there is a likelihood of price competition which might
squeeze margins.
Mitigants
The Company is constantly sourcing competitive suppliers, improving its technology and productivity.
Also, since SPEL has eventually developed dedicated products that by itself will obviate the possibilities
of any competition affecting SPEL. The Company has developed interdependence with its specialized
technologies, with its customers and is considered a strategic supplier.
Page 44 of 83
5.2.4. Competition Risk

Increasing entrants making their way into the Plastic industry.
Mitigants
SPELs diversification of business activities and technical expertise makes it adequately poised to face
these challenges.
5.2.5. Obsolescence and Technology Risk
Technological advancement in plastic processing industry may give cost advantage to future competitors.
Mitigants
The Company has been constantly upgrading its technology and in the present expansion plans also the
Company will be acquiring up-to-date technologies to stay ahead of the pack.
5.2.6. Human Resource Risk

Increasing competition for skilled human resources may lead to high turnover causing deterioration in
service standards or increased payroll situation, or both.
Mitigants
The Companys HR management practices including arranging trainings and development programs for
its employees, conducive work environment and competitive packages. Constant effort in improving HR
efficiency will offset this risk. The company is a system dependent rather than skill dependent.
5.2.7. Foreign Exchange Risk
Raw material prices are linked with oil prices and a major upward surge may erode margins. Rupee
devaluation may push the prices of raw material up.
Mitigants
SPEL has an every 3 months raw material prices true-up arrangement with all key customers which
mitigates the risk of profitability erosion.
Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED
AND THAT NOTHING HAS BEEN INTENTIONALLY CONCEALED IN THIS RESPECT.
Page 45 of 83
PART 6
6 FINANCIAL INFORMATION
6.1. AUDITORS REPORT UNDER SECTION 53(I) READ WITH CLAUSE 28 OF SECTION 2
OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984,
FOR THE PURPOSE OF INCLUSION IN THE ISSUE FOR SALE DOCUMENT
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6.2. SHARE BREAK-UP VALUE CERTIFICATE
Page 53 of 83
6.3. AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID UP CAPITAL OF

THE COMPANY
Page 54 of 83
6.4. MANAGEMENT ACCOUNTS FOR 1ST QUARTER FY2015
Page 55 of 83
Page 56 of 83
Management note:
1. Break-up value per share as at September 30, 2014
including surplus on revaluation of land is PKR 14.75/ excluding surplus on revaluation of land is PKRs 10.84/-
Page 57 of 83
6.5. SUMMARY FINANCIAL HIGHLIGHTS

(Amount in 'mn')
Income Statement
Sales - net
Cost of Goods Sold
Gross Profit
EBITDA
Operating Profit
Financial Charges
Profit Before Tax
Profit After Tax
Balance Sheet
Non Currents Assets
Current Assets
Total Assets
Share Capital
Total Equity
Surplus on Revaluation on Land
Long Term Liabilities
Current Liabilities
Total Equity and Liabilities
Financial Ratios
Gross Margin
Operating Profit Margin
Net Margin
Reported Earnings Per Share
Current Ratio
Breakup Value Per Share
Debt to Equity Ratio
Return on Assets
Return on Equity
2010
2011
2012
2013
2014
1Q 2015
1,099
881
218
170
134
37
94
60
1,192
978
214
169
127
51
81
56
1,399
1,145
254
188
145
48
97
71
1,416
1,184
232
176
128
50
79
60
1,719
1,373
346
295
232
56
175
122
472
379
93
81
63
17
44
30
437
419
856
265
331
102
423
856
507
492
999
319
387
156
457
999
515
650
1,164
330
458
112
594
1,164
649
671
1,320
412
518
187
615
1,320
906
653
1,559
580
826
227
197
536
1,559
910
703
1,612
580
856
227
194
563
1,612
18.0% 18.1% 16.4% 20.1%

10.6% 10.4% 9.0% 13.5%
4.7% 5.1% 4.3% 7.1%
1.75
1.73
1.04
2.10
1.08
1.09
1.09
1.22
12.12 13.89 12.57 10.33
0.97
0.89
0.98
0.60
5.6% 6.1% 4.6% 7.8%
14.4% 15.6% 11.6% 14.8%
19.8%
13.3%
6.3%
0.51
1.25
10.84
0.58
1.8%
3.5%
19.9%
12.2%
5.4%
1.87
0.99
12.48
0.98
7.0%
18.0%
Notes:
1. As of June 30, 2014, Intangible assets of PKR 5.36 million represent expenditure incurred on
implementation of SAP business one suit.
2. As of June 30, 2014, Advance for purchase of shares of PKR 9.9 million represents advance paid to
SPEL Pharmatec (Private) Limited (SPEL Pharmatec) for purchase of shares.
3. As of June 30, 2014, Surplus on revaluation of PKR 226.94 million represents the revaluation of land of
the company, valued as at 30 June 2014 by firm of independent valuers, Hamid Mukhtar & Company
(Private) Limited.
Page 58 of 83
PART 7
7
MANAGEMENT OF THE COMPANY
7.1. POLICY MATTERS

All policy-related matters are managed by the board of directors of the Company (the Board), headed by
the Chairman of the Board. At present, the Board comprises of seven (7) directors including the CEO. The
directors are elected by the shareholders in accordance with the relevant provisions of the Ordinance.
BOARD OF DIRECTORS OF THE COMPANY
Name
Designation
Other Directorships
Punjab Skill Development Fund
SPEL Technology Support (Private)
Limited
SPEL Pharmatec (Private) Limited
EDAS Entrepreneurship Development and
Advisory Services (Private) Limited
AJ Power (Private) Limited

AJ Power (Private) Limited
SPEL Technology Support (Private)

Limited
SPEL Fujiya Limited
SPEL Fujiya Limited
None
MTM Securities (Pvt) Limited
Almas Hyder
Chairman
Zia Hyder Naqi
Dr. Sheikh Muhammad Naqi
Director
Raza Haider
Director
Sheikh Naseer Hyder

Abid Saleem Khan
Muhammad Tabassum Munir
Director
Director
Director
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)
There is no associated company listed on any stock exchange.
7.4. KEY MANAGEMENT PROFILE

7.4.1
Mr. Abid Saleem Khan Director / Chief Operating Officer

Mr. Khan is an MBA from the Institute of Management Sciences (Previously Pak American Institute of
Management Sciences), and graduate of Management Development Programme from LUMS. He is
working for SPEL for over 18 years. He has deep understanding of the automotive industry and
Japanese systems of management. He also attended training in Japan on Executive Program on
Corporate Management and on Company Wide Problem Solving.
7.4.2
Mr. Khalil Ahmad Hashmi - Chief Financial Officer & Company Secretary
Mr. Khalil Ahmad Hashmi is an Associate Chartered Accountant and qualified Corporate Secretary
from Institute of Corporate Secretaries of Pakistan and has more than nine (9) years of professional
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experience in the field of finance. Presently, he is working as CFO & Company Secretary in SPEL
Group. He has good command on all areas of a finance department including, compliance with fiscal
laws, SAP and Oracle based ERPs, etc. Based on one of his projects, ICAP awarded first position to
SPEL in the Professional Excellence Award-2012. He is registered as a Mentor with the Middle East
CFO Alliance and recently performed as a Penal Speaker in the CFO Conference held in 2014 in
Lahore. He is trained by HIDA, Japan on Corporate Management, and by LUMS on Problem Solving
and Decision Making.
7.4.3
Mr. Abu Bakar Siddiqui Head Internal Audit.
Mr. Abu Bakar Siddiqui is a Chartered Accountant by profession. He has about six year experience in
internal audit, product costing, system design, business process reviews, companys performance
analysis, external audits, implementation of ERP systems and supporting add-ons, project planning and
financial feasibilities. He has been working in SPEL since April 2012.
7.5. PROFILE OF DIRECTORS

7.5.1.
MR. Almas Hyder Chairman

Mr. Almas Hyder is a graduate engineer from University of Engineering & Technology, Lahore and a
member of the Institute of Engineers Pakistan. He also holds memberships in Institute of Materials
(London) and Society of Plastic Engineers (USA).
Apart from his personal business activities, Mr. Hyder has also served many public organizations at
senior positions. To his credit is the developing of the Engineering Vision 2012 for Pakistan and the
establishment of TUSDEC (Technology Upgradation and Skill Development Company), where he was
the Founder Chairman, under the Ministry of Industries, Production and Special Initiatives (MOIP).
TUSDEC is working for upgradation of Industrial Technologies and development of related skills in
Pakistan.
He was also the first President of Quaid-e-Azam Industrial Estate Board, set up by the Government of
Punjab to manage and upgrade the infrastructure of KotLakhpat Industrial Estate, Lahore.
Mr. Hyder currently holds the following positions:
Member of the BoD of Punjab Skill Development Fund (PSDF)
Member, Advanced Studies & Research Board, University of Engineering & Technology, Lahore;
and
He has also held the following positions:
Member of the BoD of National Transmission and Despatch Company Ltd (NTDC)
Chairman, Technology Upgradation and Skill Development Company (TUSDEC);
Member of the Board of Small and Medium Enterprise Development Authority (SMEDA);
Chief Executive Officer, Engineering Development Board, Government of Pakistan;
Director, Pakistan Industrial Development Corporation (PIDC)
Chairman, Pakistan Industrial Technical Assistance Centre (PITAC);
Member, of the Governing Body of Punjab Industrial Estates Development and Management
Company (PIEDMC)
Member of the Board, Technical Education & Vocational Training Authority (TEVTA)
Government of Punjab;
Chairman, Steering Committee for Engineering Vision 2012, MOIP;
Member, National Steering Committee on TQM & Productivity, Planning Commission of
Pakistan;
Chairman, TQM Bureau in Lahore Chamber of Commerce & Industry;
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7.5.2.
Member, Advanced Studies & Research Board, University of Engineering & Technology, Lahore;
Member, Advisory Council of the Ministry of Commerce;
Member, Federal Export Board;
Member, Executive Committee, Lahore Chamber of Commerce and Industry; and
Member of the Academic Council of GC University, Lahore.
Mr. Zia Hyder Naqi - Chief Executive Officer

Mr. Zia Hyder Naqi did his Mechanical Engineering in 1989 from University of Engineering &
Technology Lahore and Master in Business Administration in 1994. He started his professional career
with SPEL Packaging Industries in July 1989, and made the business a success story. Presently he is
working as Chief Executive Officer of Synthetic Products Enterprises Limited. He also serves on the
BoD of Quaid-e-Azam Industrial Estate, Lahore
Mr. Zia Hyder Naqi has participated in a number of training programs from renowned trainers in Japan,
Germany and Canada, He is also a Certified Project Management Professional and IT expert.
7.5.3.
Dr. Sheikh Muhammad Naqi Director / Advisor

Dr. S. M. Naqi is a Chartered Engineer and has a Ph. D. in Business Administration. He is a Fellow
member of Institute of Mechanical Engineers (London), European Institute of Products Management
(U.K.), Pakistan Institute of Metallurgical Engineers, and Institute of Engineers - Electrical (Pakistan).
He is also a visiting faculty member of Institute of Business Administration, Punjab University and
several other business schools in Lahore.
Dr. S. M. Naqi has also received a civil award from the President of Pakistan for the distinguished
services. He is a known figure of the country and has held the following positions during his
professional career.
-
Chairman, Management Association of Pakistan, Lahore Advisory Board (12 years)

President, Pakistan Institute of Metallurgical Engineers and Material
(6 years)
Chairman, Federal Light Engineering Corporation (1978-79)
Managing Director, Pakistan Engineering Company Limited (PECO) (1976-78)
Managing Director, Lahore Engineering Foundry Limited (LEFO) (1975-76)
Managing Director, Karachi Pipe Mills Limited (1972-74)
Mechanical Engineer, Pakistan Railways (1945-72)
Scientists
Dr. S. M. Naqi has a vast experience of industrial management and presently is the Advisor of SPEL
Group of Companies.
7.5.4.
Mr. Raza Haider Naqi Director

A Chemical Engineer and an MBA in marketing started his career from manufacturing of electronic
security systems, researching and developing top of the line car and home security systems including the
real time auto tracking system for security as well as fleet management system. Later he gained
tremendous amount of insight in sale and marketing of durable goods.
7.5.5.
Mr. Sheikh Naseer Hyder Director

Sheikh Naseer Hyder did his MBA with a distinction from Cardiff University, UK in 2007 and
Graduation from Wilfrid Laurier University, Canada in 2001.
Page 61 of 83
7.5.6.
Mr. Muhammad Tabassum Munir Director

Mr. Muhammad Tabassum Munir has worked for more than three decades, as Member Lahore Stock
Exchange, till January 15, 2014. He had served as its Vice President, too. He was, also Member
Pakistan Mercantile Exchange. He has worked as director of Annoor Textile Mills Ltd from 1987 to
1989.
His skills of working, managing and participating in all-inclusive Capital Market and its infrastructural
development matters, were widely acknowledged.
He has participated in numerous seminars, roundtables, conferences, workshops, etc and has gained
useful domain knowledge and experience. It has strengthened his dedicated role and capacity, in the
management of finance and delivering advisory services.
7.6. NUMBER OF DIRECTORS

Pursuant to Section 174 of Ordinance, the Company shall not have less than seven (7) directors. At present
the Board consists of 7 directors including the CEO.
7.7. QUALIFICATION OF DIRECTORS

No person shall be appointed as a director of the Company who is ineligible to be appointed as director on
any one or more of the grounds enumerated in Section 187 of the Ordinance or any other law for the time
being in force.
7.8. REMUNERATION OF THE DIRECTORS

As per Article 42 of the Articles of Association of the Company, the remuneration of the Directors shall
from time to time be determined by the Board of Directors subject to approval by Company in general
meeting. The remuneration of a Director for performing extra services, including holding of the office of
Chairman, and the remuneration to be paid to any Directors for attending the meetings of the Directors or a
Committee of Directors shall from time to time be determined by the Board of Directors.
7.9. BENEFITS TO THE PROMOTERS AND OFFICERS

No amount of benefits have been paid or given during the last year or is intended to be paid or given to any
promoter or to any officer of the Company other than as remuneration for services rendered to the
Company.
7.10. INTEREST OF DIRECTORS IN THE COMPANY

The directors may be deemed to be interested to the extent of fees payable to them for attending Board and
Committee meetings. The directors performing whole time service to the Company may also be deemed
interested in the remuneration payable to them from the Company. The directors may also be deemed to be
interested, to the extent of any shares held by them in the Company and the dividends to be declared on their
shareholding in the Company.
None of the directors of the Company have or had any interest in any property acquired by the Company.
7.11. APPOINTMENT/ ELECTION OF DIRECTORS
Page 62 of 83
The directors shall, subject to the provisions of Section 178 of the Ordinance, fix the number of directors to
be elected and the directors shall be elected to office by the members in general meeting.
The present directors of the Company were elected in the annual general meeting of the Company held on
31 October 2012 except Mr. Muhammad Tabassum Munir who was elected in the AGM held on 10 October
2014. The next election of directors is due on or before 31 October 2015.
7.12. VOTING RIGHTS
The rights and privileges, including voting rights, attached to the Ordinary Shares of the Company are equal.
In the case of any equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at
which the show of hands takes place, or at which the poll is demanded, shall have and exercise a second or
casting vote.
7.13. AUDIT COMMITTEE / CONSTITUTION OF AUDIT COMMITTEE
Auditors of the Company are appointed and their duties are regulated in accordance with Section 252 to
Section 260 of the Ordinance. Accordingly, the Audit Committee of the Board has been formed to comply
with the Code of Corporate Governance, which comprises of the following directors:
1.
2.
3.
4.
5.
Mr. Muhammad Tabassum Munir (Independent, Non-Executive Director) Chairman of the Committee
Dr. S. M. Naqi (Non-Executive Director)
Mr. Almas Hyder (Non-Executive Director)
Mr. Sheikh Naseer Hyder (Non-Executive Director)
Mr. Abid Saleem Khan (Executive Director)
7.14. HUMAN RESOURCE AND REMUNERATION COMMITTEE

The Company has formed Human Resource and Remuneration Committee comprising of the following
members:
1. Mr. Almas Hyder (Non-Executive Director) - Chairman of the Committee
2. Mr. Zia Hyder Naqi, CEO (Executive Director)
3. Mr. Abid Saleem Khan (Executive Director)
7.15. INTERNAL AUDIT

The Board has setup an effective internal audit function headed by a Chartered Accountant, the internal
audit department is equipped with suitable qualified and experienced personnel who are conversant with the
policies and procedures of the Company and are involved in the internal audit function on a full time basis.
The Internal Audit Function has been outsourced to M/s A. F. Ferguson and Company initially for a period
of six months extendable for a future period as may be decided by the audited Committee.
7.16. BORROWING POWERS OF DIRECTORS

Subject to the provisions of the Ordinance the directors may from time to time at their discretion borrow or
raise money and secure the payment of any sum or sums of money for the purposes of the Company on such
terms and conditions as they may consider fit.
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 are not by the
Page 63 of 83
Ordinance or any statutory modification thereof for time being in force, or by the articles of association,
required to be exercised by the Company in general meeting.
7.18. INDEMNITY
Pursuant to Article 83 of the Companys articles of association, every member of the Company and of the
Board, the Chairman, Chief Executive Officer or any other officer or employee shall be indemnified by the
Company against all costs, losses which they may incur or become liable to pay by reason of any contract
entered into or act or deed done by them in discharge of their duties in good faith and any loss occasioned
by any error of judgment, damage or misfortune which may happen in execution of their duties in
connection with affairs of the Company.
7.19. INVESTMENTS IN ASSOCIATED COMPANIES

The Company owns 49.65% of the paid-up capital SPEL Fujiya Limited which is an associated company as
per Company Ordinance, 1984 and the said investment is measured using equity method. The investment
has a carrying value of Rs. 4,396,366 as at June 30, 2014.
At present, SPEL Fujiya Limited is a dormant company and was previously involved in the manufacturing
and trading of industrial appliances.
7.20. INVESTMENT IN SUBSIDIARIES
The Company has one subsidiary namely SPEL Pharmatec (Private) Limited which has a paid-up capital of
Rs. 100,000/-. The Company has acquired 99.98% of the paid-up capital of SPEL Pharmatec (Private)
Limited for Rs. 99,980/-. In addition, the Company has also paid advance of Rs. 9,900,020 for purchase of
shares in SPEL Pharmatec (Private) Limited. Therefore, the total cost of investment stands at Rs.
10,000,000.
SPLE Pharmatec (Private) Limited was formed during FY 2013-14 and it is in its initial phase of operations.
The investment was made to enter into the medical devices business.
Page 64 of 83
PART 8
8
MISCELLANEOUS INFORMATION
REGISTERED OFFICE
127-S Quid-e-Azam Industrial Estate,

KotLakhpat, Lahore.
BANKER TO ISSUE (BOOK BUILDING PORTION)
Summit Bank Limited
BANKERS
PORTION)
TO
ISSUE
(GENERAL
PUBLIC Allied Bank Limited,

Bank of Punjab
Faysal Bank Limited,
Habib Bank Limited
MCB Bank Limited
Meezan Bank Limited
Samba Bank Limited
Summit Bank Limited
United Bank Limited
8.
9.
10.
11.
12.
8.1 BANKERS TO THE COMPANY
Standard Chartered Bank Limited

MCB Bank Limited,
Habib Bank Limited,
UBL Ameen,
Meezan Bank Limited,
Bank Islami Pakistan Limited,
KPMG Taseer Hadi & Co.,
Chartered Accountants
2nd Floor Servis House,
2- Main Gulberg, Jail Road,
Lahore 54000.
T +92 42 3579 0901-6
M +92 333441 0440
F +92 42 3579 0907
AUDITORS
To the Issue:
MohsinTayebaly& Co.,
102-C/1, St Johns Park (opposite Fortress
Stadium), Lahore Cantt, Lahore
T +92 42 36672102
LEGAL ADVISOR TO THE COMPANY & THE To the Company:

ISSUE
Cornelius, Lane & Mufti, Advocates And
COMPUTER
REGISTRAR
BALLOTER
AND
SHARES
Solicitors.
Nawa-E-Waqt H# 4, Shahrah-E-Fatimah
Jinnah, Lahore. T +92 42-36306301 /
36360824 / 36360868 / 36302959
Fax : +92 42-36303301
THK Associates (Private) Limited,
DYL Motorcycles Limited Office Building,
Plot # 346, Block # G-III, Khokar Chowk,
Main Boulevard, Johar Town, Lahore.
T +92 42 35290577
T +92 42 35290478
F +92 42 35290748
Arif Habib Limited
Arif Habib Center,
ADVISORS AND LEAD MANAGERS
Page 65 of 83
23, MT Khan Road, Karachi

Tel: 021-32468117
Fax: 021-32429653
Email: zeshan.afzal@arifhabibcorp.com
Website: www.arifhabibltd.com
BOOK RUNNER
Arif Habib Limited

Arif Habib Center,
23, MT Khan Road, Karachi
Tel: 021-32468117
Fax: 021-32429653
Email: zeshan.afzal@arifhabibcorp.com
Website: www.arifhabibltd.com
CONSULTANTS TO THE ISSUE
Integrated Equities (Private) Limited

202- Y Commercial, 1st Floor, DHA Phase
III, Lahore.
Tel: +92 42 35741714 15
Fax: +9242 3569 2606
INTERNAL AUDITORS
A. F. Ferguson and Co., Chartered

Accountants
23-C, Aziz Avenue
Canal Bank, Gulberg 5
Lahore
Tel: +92 42 35715864-71
Fax: +92 42 35715872
8.2 MATERIAL CONTRACTS / DOCUMENTS

8.10.1.
General Public Underwriting Agreements

Underwriter
No. of shares
Amount (PKR)
Date
[]
[]
[]
[]
[]
[]
[]
[]
8.10.2.
Due Diligence Reports of the Underwriters

Underwriter
Date
[]
[]
8.10.3.
[]
[]
Financing Agreements
Long Term Finance Facilities
S.No
Nature / Title of
Agreements
Counter
Party
Execution
Date
Brief Description
(PKR
Mn.)Facility
Amount
Long term loan
Standard
Chartered
Bank
Limited
3/21/2014
Facility obtained for

the purchase of
machinery.
20.02
Page 66 of 83
Diminishing
Musharika
United Bank
Limited
6/26/2014

the purchase of
machinery.
18.86
Diminishing
Musharika
United Bank
Limited
4/14/2014

the purchase of
machinery.
5.89
Lease facility
Habib Bank
Limited
11/12/2014

the purchase of
machinery.
48.50
Lease facility
Habib Bank
Limited
1/4/2013

the purchase of
machinery.
14.98
Lease facility
Habib Bank
Limited
1/24/2013

the purchase of
machinery.
48.4
Lease facility
Allied Bank
Limited
11/3/2010

the purchase of
machinery.
21.90
Lease facility
Allied Bank
Limited
6/14/2012

the purchase of
machinery.
5.98
12/24/2012

the purchase of
vehicle.
2.09
10/8/2012

the purchase of
machinery.
5.06
9/5/2013

the purchase of
vehicle.
2.49
7/14/2012

the purchase of
vehicles.
1.74
Lease facility
10
Lease facility
11
Lease facility
12
Lease facility
First
National
Bank
Modaraba
First
National
Bank
Modaraba
First
National
Bank
Modaraba
First Habib
Modaraba
Working Capital Finance Facilities
S.No
Nature / Title of
Agreements
Counter
Party
Execution
Date
Brief Description
Facility
Amount(PKR
Mn.)
13
Running Finance
Habib Bank
Limited
10/2/2014
Obtained for working

capital requirements.
55.00
Page 67 of 83
14
Running Finance
Standard
Chartered
Bank
Limited
15
Running Finance
MCB Bank
Limited
4/23/2014

50.00
16
FATR
Habib Bank
Limited
10/2/2014

60.00
17
FATR
Standard
Chartered
Bank
Limited
10/3/2014

120.00
18
FATR
MCB Bank
Limited
4/23/2014

100.00
19
Murabaha
Meezan
Bank
Limited
3/31/2014

185.00
20
Murabaha
United Bank
Limited
12/30/2013

100.00
21
Murabaha
Bank Islami
Pakistan
Limited
6/23/2014

80.00
22
Istisna
Meezan
Bank
Limited
3/31/2014

75.00
23
Istisna
Bank Islami
Pakistan
Limited
6/23/2014

80.00
Execution
Date
Brief Description
Facility
Amount(PKR
Mn.)
10.00
10.00
10/3/2014

60.00
Other Short Term Finance Facilities
Nature / Title of
Agreements
Counter
Party
24
Bank Guarantee
MCB Bank
Limited
4/23/2014
Bank Guarantee
issued in favour of
LESCO.
25
Shipping Guarantee
MCB Bank
Limited
4/23/2014
For retirement of LC.
S.No
Page 68 of 83
26
ERF-1
Standard
Chartered
Bank
Limited
Pre shipment loan to

meet capital
requirements.
10/3/2014
10.00
8.3 INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the memorandum and articles of association, the audited financial statements, the
Auditors certificates, information memorandum and copies of agreements referred to in this
Prospectus may be inspected during usual business hours on any working day at the registered
office of the Company from the date of publication of this Prospectus until the closing of the
subscription list.
8.4 LEGAL PROCEEDINGS

Currently there are no legal matters pending in relation to the Company.
8.5 MEMORANDUM OF ASSOCIATION

The memorandum of association of the Company (MOA), inter alia, contains the objects for
which the Company was incorporated and the business that the Company is authorized to undertake.
A copy of the MOA is annexed to this Prospectus and with every issue of the Prospectus except the
one that is released in newspapers as advertisement.
8.6 FINANCIAL YEAR OF THE COMPANY

The financial year of the Company commences on July 1st and ends on June 30th each year.
8.7 REVALUATION OF FIXED ASSETS

The land was revalued detail of which are as follows:
Revaluers:
Date of revaluation:
Locations:
Revalued Amount:
Hamid Mukhtar & Co. (Private) Limited.

14-Q Gulberg 2, Lahore
30th June 2014
Unit # 1 & 4: Plot # 126 & 127 of Q.I.E., Township, Kotlakhpat, Lahore,
Unit # 2 & 3: MouzaPandoki, Off Ferozepur Road, 4-Km, Lilliani Raiwind
Road, Lahore.
Rs. 247,425,000/-
8.8 CAPITALIZATION
Bonus Shares of Rs. 167,725,170/- were issued during the financial year 2014 details of which are
as follows:
Sr #
1.
2.
3.
4.
5.
6.
SHAREHOLDER
Mr. S. M. Naqi
Mrs. Munawar Naqi
Mr. Almas Hyder
Mr. Zia Hyder Naqi
Mr. Raza Haider Naqi
Mr. Sheikh Naseer Hyder
Number of Shares
5,168,485
424,334
7,590,851
1,742,422
1,742,422
104,003
16,772,517
Page 69 of 83
Rupees
51,684,850
4,243,340
75,908,510
17,424,220
17,424,220
1,040,030
167,725,170
PART 9
APPLICATION AND ALLOTMENT INSTRUCTIONS
9.1 GENERAL INSTRUCTIONS

9.1.1
Eligible investors include:
a. Pakistani citizens resident in or outside Pakistan or persons holding two nationalities including Pakistani
nationality;
b. Foreign Nationals whether living in or outside Pakistan
c. 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);
d. Mutual funds, provident/pension/gratuity funds/trusts, (subject to the terms of the trust deed and existing
regulations); and
e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.
9.1.2
APPLICATION MUST BE MADE ON THE COMMISSIONS APPROVED APPLICATION FORM

OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING AT LEAST 62
GM.
9.1.3
Copies of this Prospectus and applications forms can be obtained from members of KSE, the Bankers to the
Issue and their Branches, the Lead Managers and the Book Runner, and the registered office of the
Company. The Preliminary Prospectus and the Bidding Form can also be downloaded from the following
websites: http://www.spelgroup.com and http://www.arifhabibltd.com.
9.1.4
The applicants opting for scrip less form of shares are required to complete the relevant sections of the
application. In accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL
Regulations, credit of such shares is allowed ONLY in the applicants 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 shares in physical form.
9.1.5
Name(s) and address(s) must be written in full block letters, in English and should not be abbreviated.
9.1.6
All applications must bear the name and signatures corresponding with that recorded with the applicant's
banker. In case of difference of signatures 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.
9.1.7
APPLICATIONS MADE BY INDIVIDUAL INVESTORS
(i) In case of individual investors, an attested photocopy of CNIC (in case of resident Pakistanis)/passport (in
case of non-resident Pakistanis) as the case may be, 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 gazette officer, councilor, oath commissioner or head master of high school
or bank manager in the country of applicant's residence.
(ii) Original CNIC/passport, along with one attested photocopy, must be produced for verification to the Banker
to the Issue and the applicant's banker (if different from the Banker to the Issue) at the time of presenting the
Page 70 of 83
application. The attested photocopy will, after verification, be retained by the bank branch along with the
application.
9.1.8
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 power of attorney,
the same should also be submitted along with the application. Any federal/provincial government gazette
officer, councilor, bank manager, oath Commissioner and head master of high school in the country of
applicant's residence can attest copies of such documents.
(ii) Attested photocopies of the documents mentioned in paragraph 9.1.8 (i) must be produced for verification to
the Banker to the Issue and the applicant's banker (if different from the banker to the Issue) at the time of
presenting the application. The attested copies, will after verification, be retained by the bank branch along
with the application.
Page 71 of 83
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 holder.
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 CNICs/passport. The shares will
be dispatched 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 refunded by cheque or other means by post, or through the bank where the
application was submitted, to the person named first on the application form, without interest, profit or
return. Please note that joint application will be considered as a single application for the purpose of
allotment of shares.
9.1.11
Subscription money must be paid by cheque drawn on applicant's own bank account or pay order/bank draft
payable to one of the Bankers to the Issue in favor of account IPO of Synthetic Products Enterprises
Limited General Public Account 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 Issue 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 and/or persons of unsound mind.
9.1.15
Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant
portion of the application form.
9.1.16
Applicants should retain the bottom portion of their application forms as provisional acknowledgement of
submission of their applications. This should not be construed as an acceptance of the application or a
guarantee that the applicant will be 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 Issue 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 Issue.
9.1.19
It would be permissible for a Banker to the Issue 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 Application Money shall be liable to confiscation under section 18A of the
Securities and Exchange Ordinance, 1969.
Page 72 of 83
ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS

9.1.21
In case of foreign investors that are not individuals, applications must be accompanied with a letter on the
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.
9.1.22
Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the
State Bank of Pakistan's Foreign Exchange Manual.
BASIS OF ALLOTMENT
9.1.23
The basis and conditions of transfer of shares to the General Public shall be as follows:
a) The minimum amount of application for subscription of 500 ordinary shares PKR []/- (Issue Price x 500
Shares) Application for Shares below the respective amounts mentioned in this paragraph shall not be
entertained.
b) Application for Shares must be made for 500 Shares or in multiple thereof only. Applications, which are
neither 500 Shares nor for multiple thereof, shall be rejected.
c) Allotment/Transfer of Shares to successful applicants shall be made in accordance with the allotment
criteria/instructions disclosed in the Prospectus.
d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in
the Prospectus and / or the instructions by the Securities and Exchange Commission of Pakistan.
e) Applications, which do not meet the above requirements, or applications which are incomplete will be
rejected. The applicants are, therefore, required to fill in all the data fields in the Application Form.
f) The Company will dispatch shares to successful applicants through their Bankers to the Issue or credit the
respective CDS accounts of the successful applicants (as the case may be).
9.2 BANKERS TO THE ISSUE

Code No.
01
02
03
04
05
Bank
Allied Bank Limited
Bank of Punjab
Faysal Bank Limited
Habib Bank Limited
Code No.
06
07
08
09
10
Bank
MCB Bank Limited
Meezan Bank Limited
Samba Bank Limited
Summit Bank Limited
*United Bank Limited
9.3 E-IPO FACILITIES*

In order to facilitate the investors, the Issuer has arranged provision of e-IPO facility through United
Bank Limited (UBL) that is among the Bankers to the Issue. The accountholders of UBL can use
UBLs
net-banking
to
submit
their
applications
online
via
link
http://www.ubldirect.com/corporate/ebank. The accountholders of UBL can submit their applications
through this links 24 hours a day during the subscription period which will close at 12:00 midnight on
MM DD, 2014.
Page 73 of 83
9.4 DIVIDEND MANDATE OPTION:

Investors are encouraged to fill in the column under the heading, Dividend Mandate
Option given in the Shares Subscription Form to enable the Company to directly credit the
future cash dividends, if any, into the shareholders respective bank accounts.
9.5 CODE OF OCCUPATION
Code No.
01
02
03
04
05
Occupation
Business
Business Executive
Service
Housewife
Household
Code No.
06
07
08
09
10
Occupation
Professional
Student
Agriculturist
Industrialist
Others
9.6 NATIONALITY CODE

Code No.
001
002
003
004
005
Name of country
U.S.A
U.K
U.A.E
K.S.A
Oman
Code No.
006
007
008
009
Page 74 of 83
Name of country
Bangladesh
China
Bahrain
Other
PART 10
10 BIDDING FORM OF SYNTHETIC PRODUCTS ENTERPRISES LIMITED
(This space has been left intentionally blank)
Page 75 of 83
PART 11
11 SIGNATORIES TO THE PROSPECTUS

Signed, as required by section 57 of the Companies Ordinance, 1984 by:
-sd----------------------Chairman
Almas Hyder
-sd--------------------Director
Sheikh Naseer Hyder
-sd---------------------CEO & Director

Zia Hyder Naqi
-sd--------------------Director
Abid Saleem Khan
-sd---------------------Director
Dr. Sheikh Muhammad Naqi
-sd--------------------Director
Muhammad Tabassum Munir
-sd--------------------Raza Haider Naqi

Director
Signed by the above in presence of witnesses:

Witness 1
Witness 2
-sd__________________
-sd__________________
Khalil Ahmad Hashmi
Faheem Masood
Dated: October 23, 2014
Page 76 of 83
PART 12
12 MEMORANDUM OF ASSOCIATION
I.
The Name of the Company is Synthetic Products Enterprises Limited.
II. The Registered Office of the Company will be situated in the Province of Punjab.
III. The objects for which the Company is established are all or any of the following (and in construing the
following sub-clauses the scope of no one clause or sub-clauses shall be deemed to limit or effect the
scope of any other sub-clauses) subject to the restriction imposed or permission required under the law.
(1)
To erect, set up, establish and operate plants and machines for the manufacturing, production and
fabrication of all type of products and parts for the automotive industry, engineering industry, plastic
industry, metal industry, telecom industry, electronics industry, information technology industry,
energy and lighting industry, apparel industry, renewable energy industry, surgical industry, furniture
industry, home goods & appliances industry, construction industry, food & water industry, general
public and for any other industry.
(2)
To provide services and consultancy in the areas of design, manufacturing and testing of all types of
moulds and dies, jigs and fixtures and any other tools required for production and for all fields of
management.
(3)
To carry on the business of manufacturing, producing, fabricating, developing, import, export,

indenting, buying, selling, distributing and trading of all sorts of goods, machines, products, parts,
components, assemblies and related softwares.
(4)
To carry on the business of horticulture, agriculture, floriculture and live stocks, food processing and
food packaging and buying and selling thereof.
(5)
To develop and deal in intellectual properties.
(6)
To carry on business of Chemicals, Synthetic Chemicals, Petro Chemical, Plastic Polythene and other
allied products and to set, own and manage factories for the manufacturing of such goods.
(7)
To carry on the business of contract assembly and full service sub assembly.
(8)
To acquire and take over as a going concern the business good-will, assets, rights, titles, interests,
liabilities, commitments, benefits of all subsisting-contracts and undertakings of M/s. Synthetic
Products Enterprises a Partnership Concern carrying on the business in Pakistan.
(9)
To carry on the business of manufacturers, buyers, sellers, exporters, importers, dealers, agents, whole
sellers, retailers, in all types of products, utilities, wastes and/or surplus commodities, which the
Company may have at its disposal at any time or which can be devised, produced, made,
compounded, or made available by the company in any form as a result of any of its
functions/processes or facilities.
Page 77 of 83
(10) To carry on business of retailers dealers, whole-sellers and manufacturers of furniture, crockery,
building material and sanitary goods and to establish Mills and factories for such purposes.
(11) To carry on the business of retailers, whole-sellers, importers and exporters of all types of raw
materials, finished or semi-finished goods whether within or outside the country.
(12) To carry on the business of iron founders, mechanical engineers, manufacturers of all types of
machinery used in plastic industry. Manufacturers of ice plant, cold storage, rice mills, and flour mills
machinery and agricultural implements of all kinds, tools makers, brass founders, smiths, painters,
metallurgists, water works engineers, gas generators, carriers and to deal in machinery, implements,
and hardware of all kinds, and to carry on any other business which may seem to the company capable
of being conveniently carried on in connection with the above, or otherwise considered directly or
indirectly conducive to enhance the value of any of the Company's property and rights.
(13) To carry on the business of construction, buying and selling lands and buildings, and to lease, hire,
manage or otherwise deal with all kinds of immovable property whether belonging to the Company or
not, to advance money to builders and others who may be willing to improve or build any lands and
buildings for the construction of dwelling houses, trade premises, public and other buildings.
(14) To carry on the trades and professions of manufacturers and merchants of drums, containers and
packing cases of all kinds, and to carry on the business of web equipments.
(15) To carry on the business of ice and cold storage company and for the purpose to set up cold storage
units and ice making plants at any place in Pakistan and to buy, sell and deal in ice, vegetables, fruits
and products which can be preserved by cold storage.
(16) To carry on the business of commission agents, contractors, brokers, mercantile agents, shipping
agents, clearing and forwarding agents, distributors, importers, exporters, advisers, consultants,
controllers, managers, engineers secretaries, selling agents, mine owners, carriers of land, water and
sea, and representatives of commerce or agricultural and manufacturing concerns.
(17) To manufacture, purchase, sell, exchange, manipulate, import, export and otherwise deal in edible oil,
pure and wholesome cooking media, fats, soaps, glycerine, stearic acid, candles, lubricating oils,
greases, pigments, printing inks, varnishes, artificial rubber, linoleum, chamois leather, textile wetting
and emulsifying agents, and detergents, turkey red Oil, oxygen and other various bye-products and
their compounds.
(18) To carry on the business of manufacturing, producing, procuring, mastering, buying, selling,
converting, and in other ways dealing in iron, steel, cock, tin plate, fero-manganese, clay, bricks and
other things as may be necessary or incidental to carry on the business of coal iron and steel
manufacturing.
IV. For the purposes of achieving the above objects, the company is authorized:-
Page 78 of 83
(1)
To secure incorporation, registration or otherwise recognition of the company in any country, state
or place; and to establish and regulate agencies except Managing Agency for the purposes of the
company's business; and to make application, join in applying, to any parliament, government,
local, municipal, or other authority or body, for any Acts of Parliament, laws, decrees, concessions,
orders, rights or privileges that may seem conducive to and extend the company's objects, or any of
them, a variation in the constitution of the business or undertaking of the company and to oppose
any proceedings or applications which may seem calculated directly or indirectly to prejudice the
company's interests.
(2)
To apply for, purchase or otherwise acquire any patents, licenses, concessions, and the like,
conferring any exclusive or non-exclusive or limited right to use, or any secret or other information
as to any invention 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, or grant licenses in respect of, or otherwise turn to account the property,
rights or information so acquired.
(3)
To sell any patent rights or privileges belonging to the Company or which may be acquired by it, or
any interest in the same, and to grant licences for the use and practice of the same or any of them
and to let or allow to be used or otherwise deal with any inventions, patents or privileges in which
the Company may be interested, and to do all such acts and things as may be deemed expedient for
turning to account any inventions, patents and privileges in which the Company may be interested.
(4)
To open, close, establish branches or associate offices of the company in the interest of the
company's business whether within the country or abroad.
(5)
Generally to purchase, take on lease or in exchange hire or otherwise acquire any real or personal
property and any rights or privileges which the Company may think necessary or convenient for the
purpose of its business.
(6)
To sell, improve, manage, develop, exchange, lease, mortgage, franchise, dispose of, turn to account
or otherwise deal with all or any part of the property and rights of the Company.
(7)
To set up, erect, construct, purchase, take on lease, run, operate and administer plants, factories and
distribution centers to carry on all such functions and business as are necessary and incidental to
meet the objectives of the Company.
(8)
To import, buy, own, install or otherwise procure plants, machineries and other equipments and to
forge and machine parts in the Company's workshop or to take on rent plants, machineries and other
equipments for the purposes for which the Company is established and/or to dispose off such plants,
machineries and spare parts which have become obsolete or worn out.
(9)
To set up a power plant for power generation, accumulation, transmission and distribution in all its
branches and aspects by the use of such forms of energy and in such manner as may be deemed
feasible and sell and deliver the electricity thus generated.
(10)
To construct, maintain and alter any buildings or works, necessary or convenient for the purposes of
the Company and to rent out the land, building, machines and other assets of the Company
(11)
To construct, improve, maintain, develop, work, manage, carry out, or control any factories,
warehouses, shops, stores, and other works and conveniences which may seem calculated directly or
indirectly to advance the Company's interests.
(12)
To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to
account, or otherwise deal with, all or any parts of the property and rights of the Company.
Page 79 of 83
(13)
To import and purchase raw materials, equipments, machineries, spare parts or other articles of use
required by the Company for the purpose of carrying on the business of the Company.
(14)
To manufacture, purchase, import, export, store, process, sell and generally to deal in all materials,
articles, substances and things required for or incidental to the manufacture, preparation, adaptation,
treatment, use or working of the foregoing or the packing, storing or otherwise dispose of all or any
of the same as may be thought desirable.
(15)
To establish laboratories, evaluation centers and research and development centres to perform such
research and development as the Company may deem advisable or feasible.
(16)
To extend money on experimenting upon and testing and improving or securing any process or
processes' patent, or protecting any invention or inventions which the Company may acquire or
propose to acquire or deal with.
(17)
To train personnel and workers, both in Pakistan and abroad, to obtain technical proficiency in
various specialties connected with the objects of the Company or any of them.
(18)
To open, close and operate banking accounts of the company and to borrow or raise funds, both in
local and foreign currency, by means of loans and grants for the purposes of the Company from the
non government, government and semi-government financial institutions, banks and other
organizations and companies, and from the shareholders of the company for such purposes as may
be required from time to time and in order to carry on the business of the company smoothly and
actively in the manner the company deems fit.
(19)
To invest and deal with the money of the Company, not immediately required, in such manner as
may from time to time be determined, but not to act as an investment, finance, or banking company.
(20)
To advance money to such persons or companies and on such terms as may seem expedient and, in
particular, to customers and others having dealings with the Company, but not to act as an
investment, finance, or banking Company.
(21)
To guarantee the performance of contracts, agreements, obligations or discharge of any debt of the
Company or on behalf of any company or person in relation to the payment of any financial facility
including but not limited to loan, advance, letter of credit or other obligations through creation of all
types of mortgages, charges, pledges, hypothecation, on execution of the usual banking
documents/instruments or otherwise encumbrance on any or all of the movable and immovable
properties of the company, either present or future or both and issuance of any other securities or
sureties by any other means in favour of banks, Non-Banking Finance Companies or any financial
institutions and to borrow money for purposes of the company on such terms and conditions as may
be considered proper.
(22)
To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange,
bills of lading, warrants, debentures and other negotiable or transferable instruments, but not to act
as an investment or banking company.
(23) TO TAKE GOVERNMENT, MILITARY, RAILWAY OR PUBLIC/PRIVATE CONTRACT FOR

THE SUPPLY OF MATERIALS, ARTICLES AND GOODS OF ALL DESCRIPTIONS,
ERECTION OF MACHINES, FACTORIES OR BUILDINGS, ETC., AND TO GIVE, LET, SUBLET, CONTRACTS FOR ANY WORK TO BE DONE OR SUPPLIES TO BE MADE AS MAY BE
DEEMED FIT.
(24)
To enter into arrangement with any Government or authorities, supreme, national, municipal, local,
railway, or otherwise, public or quasi-public bodies, or with any other persons, in any place where
Page 80 of 83
the Company may have interest that may seem conducive to the objects of the Company or any of
them and to obtain from any such Government, authorities or persons any rights, privileges and
concessions which the Company may think fit to obtain, and to carry out, exercise and comply with
any such arrangements, rights, privileges and concessions.
(25)
To adopt such means of making known the products of the Company as may seem expedient,
including, in particular, by advertisement in the press, circulars, purchase and exhibition of works of
art or interests, publication of books and periodicals, and grant of prizes, rewards and donations.
(26)
To give any servant or employee of the Company commission in the profits of the Company's
business or any branch thereof and for the purpose to enter into any agreement or scheme of
arrangement as the Company may deem fit and to establish and support or aid in the establishment
and management of associations, institutions, funds, trust and conveniences calculated to benefit
employees or ex-employees of the Company or the dependents of such persons and allowances and
to make payments towards insurance, and to subscribe for benevolent objects or for any exhibitions,
or for any public, general or useful objects.
(27)
To amalgamate with any other Company having objects altogether or in part similar to those of the
Company.
(28)
To acquire and undertake the whole or any part of the business, property, assets and liabilities of
any person or company and to act as a holding Company.
(29)
To enter into partnership or into any arrangement for sharing profits, union of interest, co-operation,
joint venture or reciprocal concession, with any person or company, local or foreign, carrying on or
engaged in any business or transaction which this Company is authorised to carry on or be engaged
in, or otherwise assist any such person or company, and to take or otherwise acquire shares and
securities of any such company, and to sell, hold, re-issue with or without guarantee, or otherwise
deal with the same, except doing business as an investment company and to have foreign
collaborations and to pay royalties / technical fees to collaborators, subject to the provisions of the
Companies Ordinance, 1984.
(30)
To take, or otherwise acquire, and hold shares in any other company, having objects altogether or in
part similar to those of this Company, or carrying on any business capable of being conducted so as
directly or indirectly to benefit this Company, but not to act as an investment company.
(31)
To remunerate any person or Company for the services rendered or to be rendered in placing or
assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any
debenture, debenture stock or otherwise of the Company or in or about the formation or promotion
of the Company or the conduct of its business.
(32)
To sell or dispose of the undertaking of the Company or any part thereof for such consideration as
the Company may think fit and, in particular, for shares, debentures or securities of any company
purchasing the same or any other company having objects altogether or in part similar to those of
this Company.
(33)
To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent,

religious, scientific, technical, national, public, or any other institutions, for its objects or purposes
or for any exhibition.
(34)
To distribute among the members of the Company, in kind or otherwise, any property of the
Company and, in particular, any shares, debentures or securities of other companies belonging to
this Company, or of which this Company may have the power of disposing.
Page 81 of 83
(35)
To create any reserve fund, sinking fund, insurance fund or any other special fund, whether for
depreciation or for repairing, insuring, improving, extending or maintaining any of the property of
the Company or for any other purpose conducive to the interests of the Company.
(36)
The Company undertakes not to carry on the business of banking as defined in the Banking Control
Ordinance, 1962 or insurance business or any other unlawful act.
(37)
To do all or any of the things as are incidental or the Company may think conducive to the
attainment of the above objects or any of them.
(38)
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 such terms as may be thought
fit.
V.
The liability of the Members is Limited.
Page 82 of 83
CAPITAL
VI. The authorised capital of the Company is Rs. 1,000,000,000/- (Rupees One Billion only) divided into
100,000,000 (One Hundred Million only) ordinary shares of Rs. 10/- each with the power to increase,
decrease, or alter the share capital in accordance with the provisions of Companies Ordinance, 1984.
We, the several persons, whose names and addresses are subscribed below, are desirous of being formed
into a Company in pursuance of these Memorandum of Association, and we respectively agree to take
the number of shares in the Capital of the company as set opposite our respective names-:
S. No.
Name and Surname

(Present & former in
Full in Block Letters
Fathers/Husban Nationality/
ds Name in Full Former
Nationality
1.
Mr. Almas Hyder
S. M. Naqi
2.
Mrs. Munawar Naqi
3.
4.
Occupation
Residential
address in
Full
Number
of shares
taken by
each
subscriber
Pakistani
Businessman
130/M,
Gulberg III,
Lahore
250
W/o S. M. Naqi
-do-
House wife
-do-
250
Mrs. Khushnud
Begum
W/o Sh. Zahur Ali
-do-
-do-
19/Kucha,
Ravi Road,
Lahore.
250
Mrs. Ismat Begum
W/o Sh Manzoor
Ali
-do-
-do-
-do-
250
1,000
Dated: 20th day of February 1982

Witness
Signatures:___________________________
Name:
Full Address:
Fathers Name:
Nationality:
Occupation:
Page 83 of 83
Signature

SPEL PreliminaryProspectusvF

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ADVICE FOR GENERAL PUBLIC

SYNTHETIC PRODUCTS ENTERPRISES LIMITED

MCB Bank Limited

Book Building Portion Underwritten by:

General Public Portion Underwritten by:

Date of Publication of this Prospectus: []

STATEMENT ON ISSUERS ABSOLUTE RESPONSIBILITY

Computer Aided Design

Computer Aided Manufacturing

The Central Depository Company of Pakistan Limited

Central Depository System

Capital Gain Tax

Coordinate Measuring Machines

Computer Numerical Control

Computerized National Identity Card

Companies Registration Office

Capital Value Tax

Electric Discharge Machines

Fast Moving Consumer Goods

Foreign Portfolio Investment

High Net Worth Individual

Islamabad Stock Exchange Limited

Initial Public Offering

Synthetic Products Enterprises Limited

Income Tax Ordinance, 2001

Karachi Stock Exchange Limited

Khyber Pakhtunkhwa Sales Tax

Lahore Stock Exchange Limited

National Identity Card for Overseas Pakistanis

The Companies Ordinance, 1984

Punjab Sales Tax

Systems, Application & Products

Special Convertible Rupee Accounts

Securities and Exchange Commission of Pakistan

Sindh Sales Tax

Toyota Production Systems

Trading Right Entitlement Certificate

Appendix 2 of Chapter 5 of the Rule Book of the Karachi Stock

An indication to make an offer during the Bidding Period by a

Any eligible prospective investor who makes a Bid pursuant to the

Bid Collection Centre

Pre-determined places where applications for bidding of shares are

The form prepared by the Issuer on the format mentioned in the

A mechanism of price determination through which indication of

Book Building Account

An account opened by the Issuer with the Collection Bank(s). The

allocation of shares under Book Building.

Arif Habib Limited

Dutch Auction Method

Company Legal Advisor

Cornelius, Lane & Mufti, Advocates And Solicitors.

In order to facilitate investors, United Bank Limited (UBL) is

A document containing all the information and disclosures as

All Individual and Institutional Investors including both Pakistani

Issue of 19,350,000 Ordinary Shares (25.02% of Total Post IPO Paid

High Net worth Individual

An individual investor who bids for shares of the value of PKR

Both local and foreign Institutional Investors.

Arif Habib Limited

The Bid for a specified number of shares at the limit price.

The maximum price a prospective institutional or HNWI investor is

Ordinary Shares of Synthetic Products Enterprises Limited having

The preliminary Prospectus containing all the information and

A series of limit bids at increasing prices.