SECP to Introduce Concept of Special Purpose Acquisition Company

In light of its vision to provide a viable and sustainable ecosystem for capital formation, the Securities and Exchange Commission of Pakistan (SECP) is exploring the concept of a special purpose acquisition company (SPACs). To introduce the SPAC, the SECP has proposed amendments to the Public Offering Regulations, 2017 to solicit public comments. The draft amendments are available here. SPACs, a new concept for Pakistan’s capital market, is prevailing in many jurisdictions, including the USA, Canada, Malaysia etc. Under the SPAC structure, a company comprises a group of persons/professionals who raise funds from the general public and those funds are utilized for the purpose of merger or acquisition transaction within a permitted time frame. A SPAC’s life begins with its initial formation (in the form of a company), followed by its IPO, its search for a target, shareholder approval for merger/acquisition, and finally, the close of an acquisition or else return of the SPAC’s proceeds back to its investors. Under the proposed regulatory framework, SPAC shall be a company or body corporate registered with the SECP, which shall be formed by a group of persons meeting the fit and proper criteria. Paid up-capital requirement for SPAC shall be PRK 1 Million and it shall raise at least Rs. 200 million through a public offering. The Acquisition/merger has to be completed within the permitted timeframe of two years. At least 90% of the funds raised shall be kept in an escrow account managed by a custodian. The proceeds in the escrow account may be invested in permitted investments. Each merger or acquisition transaction shall be approved by the shareholders by way of special resolution. Upon merger, the merged entity shall be automatically listed and in case of acquisition, the SPAC shall list the acquired entity. Shareholder/(s) disapproving the merger or acquisition is entitled to a refund of their money out of the Escrow account as per the specified procedure. The aforesaid mentioned amendments are expected to provide a more conducive regulatory environment for capital formation in the economy through the primary market.