Offer For Sale Document

ADVICE FOR GENERAL PUBLIC
THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS OFFER FOR SALE DOCUMENT,
ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 5.4, 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 CANNOT 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 PLACED (FULLY OR PARTIALLY)
BY PERSONS OTHER THAN THE ONE NAMED THEREIN SHALL BE DEEMED TO BE A CONSOLIDATED BID.
SAIF POWER LIMITED

FINAL OFFER FOR SALE DOCUMENT
For Offer of 48,308,500 Ordinary Shares (12.50% of Total Paid Up Capital) of Face Value of PKR 10/- each
*Book Building Portion of the Offer comprises of 36,231,500 Ordinary Shares (75% of the Total Offer) at a Price band of PKR 18.00/- per share to PKR 30.00
per share (including premium of PKR 8.00/- per share on lower limit and premium of PKR 20.00 per share on Upper Limit of the price band)
General Public Portion of the Offer comprises of 12,077,000 Ordinary Shares (25% of the Total Offer) at an Offer Price of PKR 30/-
per share including premium of PKR 20/- per share
THIS IS NOT A PROSPECTUS BY SAIF POWER LIMITED BUT AN OFFER FOR SALE DOCUMENT BY
SAIF HOLDINGS LIMITED , OUT OF ITS SHAREHOLDINGS IN THE COMPANY.
*BIDDING PERIOD DATE: On September 30, 2014
FROM: 9:00 A.M. TO 7:00 P.M.
*(Book Building has been successfully completed)
DATE OF PUBLIC SUBSCRIPTION: From November 11 to November 12, 2014 (BOTH DAYS INCLUSIVE)
DURING BANKING HOURS
JOINT ADVISORS AND LEAD MANAGERS
BOOK RUNNER
BANKERS TO OFFER
Allied Bank Limited Bank of Punjab Habib Metropolitan Bank Limited Summit Bank Limited
Askari Bank Limited Faysal Bank Limited NIB Bank Limited *United Bank Limited
Bank Alfalah Limited Habib Bank Limited Silk Bank Limited
*In order to facilitate investors, United Bank Limited is offering electronic submission of application (e-IPO) 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 November 12, 2014.
Book Building Portion Underwritten by: General Public Portion Underwritten by:
Date of Publication of this Offer for Sale Document:October 27, 2014

For further queries you may contact:
Saif Power Limited -Mr. Sohail Hydari; P: +92 51 282 9368 Ext: 4021; E: sohail.hydari@saifgroup.com; Habib Bank Limited - Mr. Imran Sherani; P: +92 (21) 3243 9400 ; E:
imran.sherani@hbl.com;Allied Bank Limited - Mr. Syed Tariq Ali; P: +92 (21) 111 110 110 Ext: 2317; E: tariq.ali@abl.com;Arif Habib Limited -
Mr. Saifuddin Shamsi; P: +92 (21) 3246 2597; E: saif.shamsi@arifhabibltd.com
STATEMENT ON OFFEROR'S ABSOLUTE RESPONSIBILITY
The Offeror, having made all reasonable inquiries, accepts responsibility for the disclosures made in this Offer for Sale
Document and confirms that:
This Offer for Sale Document contains all necessary information with regards to the Offeror and the Offer, which
is material in the context of the Offer and nothing has been concealed;
The information contained in this Offer for Sale Document 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 Offeror,
Saif Holdings Limited
-sd-
________________________
Rana Muhammad Shafi
Advisor
Page 1 of 88
GLOSSARY OF TECHNICAL TERMS
ABL Allied Bank Limited
BR Book Runner
CDCPL The Central Depository Company of Pakistan Limited
CDS Central Depository System
CNIC Computerized National Identity Card
Commission / SECP Securities and Exchange Commission of Pakistan
Company / SPL Saif Power Limited
COD Commercial Operations Date
CPI Consumer Price Index
EPC Engineering, Procurement and Construction
Exchange / KSE Karachi Stock Exchange Limited
FSA Fuel Supply Agreement
Forced Outage As defined in Power Purchase Agreement dated April 30, 2007
Forced Outage" or "Partial Forced Outage" means from and
after the Commercial Operations Date, a total or partial
interruption of the Complex's generating capability that is not
the result of:
(a) a request by the Power Purchaser in accordance with the
Power Purchase Agreement dated April 30, 2007 (b) a Scheduled
Outage or a Maintenance Outage, (c) a Force Majeure Event,
(d) a condition caused solely by the Power Purchaser or solely
by the Grid system, or (e) a condition that is caused solely by
the GOP.
FX Foreign Exchange
Gross Capacity Capacity indicates the maximum output complex can produce
without exceeding design thermal limits
GOP Government of Pakistan
GSA Gas Supply Agreement
HBL Habib Bank Limited
HNWI High Net Worth Individual
HSD High Speed Diesel
HRSG Heat Recovery Steam Generators
IA Implementation Agreement
IPP Independent Power Producer
ISO International Organization for Standardization
ITO Income Tax Ordinance, 2001
KIBOR Karachi Interbank Offered Rate
LM Lead Managers
Net Capacity Gross Capacity minus auxiliary consumption
Page 2 of 88
NEPRA National Electric Power Regulatory Authority
NTDC National Transmission and Dispatch Company Limited
NOC No Objection Certificate
OMA Operations and Maintenance Agreement
O&M Operations and Maintenance
OFSD Offer for Sale Document
Offeror Saif Holdings Limited
Ordinance The Companies Ordinance, 1984
PKR Pakistan Rupee(s)
PPA Power Purchase Agreement
PPIB Private Power and Infrastructure Board
ROE Return on Equity
ROEDC Return on Equity during Construction
SCRA Special Convertible Rupee Account
TREC Trading Right Entitlement Certificate
USD US Dollars
WHT Withholding Tax
WPI Wholesale Price Index
Page 3 of 88
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 Offer Price 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 OFSD 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 Offeror 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 Offeror. For this Offer,
addresses of the Bid collection centers are provided at paragraph 2.5(b)(xv).
Bidding Form The form prepared by the Offeror 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 30th of
September, 2014 (from 9:00 a.m. to 5:00 p.m.).
Book Building A mechanism of price determination through which indication of interest
for subscription of shares offered by the Offeror 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 Offeror 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
paragraph 2.11and the balance of the Application Money, if any, shall be
paid through this account after successful 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 Offeror intends to offer through the Book Building process are
subscribed.
Page 4 of 88
Company/SPL Saif Power Limited
Company Legal Advisor Salahuddin, Saif & Aslam (Attorneys at Law)
OFSD Offer for Sale Document, 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 process,
the date of publication of OFSD, and, the date(s) for subscription of shares
out of the General Public portion.
Price Band A price range, set by the Offeror in consultation with the Lead
Manager/Financial Advisor and Book Runner to the Offer, with upper and
lower limits within which bidders can place their bids during the bidding
period. 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
Offer for Sale is PKR 18/- per share to PKR 30/- per share).
General Public All Individual and Institutional Investors including both Pakistani (residents
& non-residents) and foreign investors.
Offeror Saif Holdings Limited.
Offer Offer for Sale of 48,308,500 Ordinary Shares of SPL (12.50% of the Total
Paid Up Capital) having Face Value of PKR 10/- each.
Book Building Portion of the Offer comprises of 36,231,500 Ordinary
Shares (75% of the Total Offer) at a Price band of PKR 18.00/- per share
to PKR 30.00 per share (including premium of PKR 8.00/- per share on
lower limit and premium of PKR 20.00 per share on Upper Limit of the
price band)
General Public Portion of the Offer comprises of 12,077,000 Ordinary
Shares (25% of the Total Offer) at an Offer Price of PKR 30/- per share
including a premium of PKR 20/- per share.
Offer Price The price at which Ordinary Shares of the Company are offered to the
General Public. The Offer Price is the Strike Price i.e. PKR 30/- per share.
Power Purchaser National Transmission and Dispatch Company Limited (NTDC)
High Net worth Individual Individual investor who bids for shares of the value of PKR
(HNWI) 1,000,000/- or above.
Institutional Investors Both local and foreign Institutional Investors.
Joint Lead Managers Habib Bank Limited, Allied Bank Limited, and 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.
Margin Money The partial or total amount, as the case may be, paid by a Bidder at the time
of making a Bid.
Ordinary Shares Ordinary Shares of Saif Power Limited having face value of PKR10/- each,
unless otherwise specified in the context thereof.
Page 5 of 88
Preliminary OFSD The preliminary OFSD containing all the information and disclosures as
required under the Companies Ordinance, 1984 and Chapter 5 of the Karachi
Stock Exchange's Rule Book, approved by the Commission under section
62 read with section 57 (1) of the Companies Ordinance, 1984 and circulated
to the Institutional and HNWI Investors for the Book Building Process.
Final OFSD The final OFSD 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 process, the dates of publication of
OFSD and the date(s) for the subscription of shares out of the General
Public portion.
Step Bid A series of limit price bids at increasing prices.
Strike Price The price of share determined/discovered on the basis of Book Building
process in the manner provided in Chapter 5 of the Karachi Stock Exchange's
Rule Book at which the shares are offered to the successful Bidders. The
Strike Price determined through the Book Building process is PKR 30/-
per share.
Page 6 of 88
TABLE OF CONTENTS
1 APPROVAL AND LISTING ON THE STOCK EXCHANGE 8
2 BOOK BUILDING PROCEDURE 11
3 SHARE CAPITAL AND RELATED MATTERS 26
4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES 37
5 HISTORY AND PROSPECTS 39
6 FINANCIAL INFORMATION 49
7 MANAGEMENT OF THE COMPANY 56
8 MISCELLANEOUS INFORMATION 64
9 APPLICATION AND ALLOTMENT INSTRUCTIONS 78
10 BIDDING FORM OF SAIF POWER LIMITED 81
11 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT 82
12 MEMORANDUM OF ASSOCIATION 83
Page 7 of 88
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 (hereinafter referred to as the "SECP" or the
"Commission") as required under section 62 read with section 57(1) of the Companies Ordinance, 1984 (the
"Ordinance") has been obtained by the Offeror for the issue, circulation and publication of this document
(hereinafter referred to as the "Offer For Sale Document" and/or "OFSD").
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 OFFEROR AND / OR
THE COMPANY IN THIS OFFER FOR SALE DOCUMENT.
SECP HAS NOT EVALUATED QUALITY OF THE OFFER AND ITS APPROVAL FOR ISSUE,
CIRCULATION AND PUBLICATION OF OFFER FOR SALE DOCUMENT 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 OFFER BEFORE BIDDING / SUBSCRIBING.
1.2. CLEARANCE OF THE OFFER FOR SALE DOCUMENT BY THE KARACHI STOCK EXCHANGE
LIMITED
The OFSD has been cleared by the Karachi Stock Exchange Limited ("KSE"), in accordance with the
requirements of its Listing Regulations.
DISCLAIMER:
THE KSE HAS NOT EVALUATED THE QUALITY OF THE OFFER, 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 OFFER BEFORE SUBSCRIBING.
THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY THE

KSE.
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 KSE, 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
KSE.
IT IS CLARIFIED THAT INFORMATION IN THIS OFFER FOR SALE DOCUMENT SHOULD NOT
BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY THE KSE AND MUST NOT BE
TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE.
Page 8 of 88
THE KSE DISCLAIMS 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, INCOMPLETENESS AND/OR MISTAKES,
F O R D E C I S I O N S A N D / O R A C T I O N S TA K E N , B A S E D O N T H I S D O C U M E N T.
THE KSE 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 OFFER FOR SALE DOCUMENT AND OTHER DOCUMENTS WITH THE REGISTRAR OF
COMPANIES
The Company has filed, with the Registrar of Companies, Companies Registration Office ("CRO") situated
in Islamabad, as required under Sections 57(3) and (4) of the Ordinance, a copy of this OFSD signed by
authorized signatories of the Offeror, together with the following documents attached thereto:
a) Letter dated 26 June 2014 from the Auditors of the Company, M/s. KPMG Taseer Hadi & Co., consenting to
the publication of their names in the OFSD, 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 OFSD as required under Section 57(4)
of the Ordinance.
c) Written confirmations of the Legal Advisor to this Offer and Bankers to this Offer, mentioned in this OFSD
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 OFSD, 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
Application has been submitted with KSE 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 KSE, the Offeror undertakes that a notice to
that effect shall be immediately published in the press, and thereafter the Offeror undertakes to refund the Application
Money to the applicants without surcharge as required under the provisions of Section 72 of the Ordinance.
Page 9 of 88
1.5. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
OFFERORS
We, being the chief executive officer and chief financial officer/advisor of the Offeror certify that the OFSD constitutes
of full, true and plain disclosure of all material facts relating to the shares being offered through this OFSD and that
nothing has been concealed.
The information provided and disclosures made in this OFSD contain no misleading material.
For and on behalf of the Offeror
-sd- -sd-
_________________________ _______________________
Rana Muhammad Shafi Javed Saifullah Khan
Chief Financial Officer/Advisor Chief Executive Officer
Page 10 of 88
PART 2
2 BOOK BUILDING PROCEDURE
2.1. BRIEF OFFER STRUCTURE
The Present Offer
The Offer comprises of 48,308,500 Ordinary Shares of PKR 10/- each which constitutes 12.50% of the total paid-
up capital of the Company.
The Offer is being made through the Book Building process at a Price band of PKR 18.00/- per share to PKR 30.00
per share (including premium of PKR 8.00/- per share on lower limit and premium of PKR 20.00 per share on Upper
Limit of the price band), whereby 75% of the total Offer size i.e. 36,231,500 Ordinary Shares of PKR 10/- each are
being offered through the Book Building process to institutional and HNWI investors. 25% of the total Offer Size
i.e. 12,077,000 Ordinary Shares will be offered 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 Offeror in
consultation with the Lead Managers and the Book Runner set a Price Band. 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 Offeror intends to Offer through the Book Building process is subscribed.
A Bid by a potential investor can be a "Limit Price" or a "Step Bid", each of which are explained below.
Limit Price: Limit Price 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 24 per 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 price of PKR 24 per share, this indicates that he/she/it is willing to subscribe at or below
PKR 24 per share.
Step Bid: A series of limit price 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 21 per share, 0.4 million shares at PKR
22 per share and 0.3 million shares at PKR 23per share, then in essence the investor has placed one "Step Bid"
comprising three limits bids at increasing prices. The Application Money would amount to PKR. 26,200,000/-
The Bid Amount will be PKR 26,200,000/-. In such a case, investors shall deposit PKR 26,200,000/- in the
Book Building Account as bid amount which is 100% of PKR 26,200,000/-.
Page 11 of 88
A SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BID, HOWEVER, A BID CAN BE REVISED.
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 Offerer in consultation with Lead Manager and 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 him/her/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.
2.3. JOINT LEAD MANAGERS
Habib Bank Limited ("HBL"), Allied Bank Limited ("ABL") and Arif Habib Limited ("AHL") have been mandated
by the Offeror to act as Joint Lead Managers in respect of the Offer, which is being made through the Book Building
Process as laid out in Appendix 2.
2.4. BOOK RUNNER
Arif Habib Limited has been appointed as the Book Runner to the Offer.
2.5. ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER
a) The Lead Manager of the Offer 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 OFSD;
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 Offeror, all approvals/consents/NOCs relating to the Offer;
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
Page 12 of 88
vi. Ensure that the Preliminary OFSD will, after approval of the Commission, be uploaded on the Book
Runner's as well as on the Company's website.
b) The Book Runner for the Offer shall:
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 Offeror and the Book Runner;
x. Ensure that in addition to live display of the order book on the website of 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. Not accept multiple Bids i.e. more than one bid application by the same person;
xiii.Enter into underwriting agreement with the Offeror;
xiv. Circulate copies of the Preliminary OFSD cleared by the KSE and approved by the Commission along with
the bidding forms to the prospective institutional and HNWI investor;
xv. BR has established bid collection centers at the following addresses:
Karachi
Contact Officer: Saifuddin Shamsi
Direct No.: 021 3246 5891
Mobile No.: 0312 180 3448
PABX No.: 021 111245111
Fax No.: 021 32429653
Email: saif.shamsi@arifhabibltd.com
Postal Address: Arif Habib Center, 23 MT Khan Road, Karachi
Page 13 of 88
Lahore
Contact Officer: Tahir Abbas
Direct No.:
Mobile No.: 0336 000 4896
PABX No.:
Fax No.:
Email: tahir.abbas@arifhabibltd.com
Postal Address: Room # 220, Arif Habib Ltd, Lahore Stock Exchange, Lahore
Islamabad
Contact Officer: Abdul Qadir
Direct No.:
Mobile No.: 0312 180 3447
PABX No.:
Fax No.:
Email: abdul.qadir@arifhabibltd.com
Postal Address: Corporate Center, HBL Tower Blue Area, Islamabad
xvi. 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 KSE's 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.
Further, bidders can withdraw their bids any time till 5:00 pm but after 5:00 pm withdrawal shall not
be allowed. However, bidders can revise their bids any time till 7:00 pm.
2.6. OPENING AND CLOSING OF THE BIDDING PERIOD
The Bidding Period shall be for one day i.e. September 30th, 2014. The bidding will commence at 09:00 a.m.
on September 30th, 2014 and will close at 05:00 p.m. on the same day.
BIDDING PROCESS STARTS ON September 30th, 2014

BIDDING PROCESS ENDS ON September 30th, 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 OFSD has been duly cleared by the KSE and also approved by SECP. The Preliminary
OFSD and the Bidding Form can be obtained from the registered office of the Offeror, the Book Runner
and the Bid collection centers. Preliminary OFSD and Bidding Forms can also be downloaded from the
following websites of the Company and the Book Runner i.e. http://www.saifgroup.com/power.php,
and www.arifhabibltd.com.
Page 14 of 88
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.
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 paragraph 2.5 on the standard Bidding Form
duly filled in and signed in duplicate. 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
Offeror to make necessary changes in the Preliminary OFSD as would be required for finalizing and filing
the final OFSD 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 OFSD shall be circulated
by the Offeror 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 plac ed on t h e w eb s i t es o f t h e C o m p an y an d t h e B o o k R u n n e r.
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 Offeror 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 exchange.
iv. The Bidding Form shall be issued in duplicate signed by the Bidder and countersigned by the Book
R u n n e r, w i t h f i r s t c o p y f o r B o o k R u n n e r a n d t h e s e c o n d c o p y f o r t h e B i d d e r.
v. Bids shall be submitted through the Bid collection centers or through fax numbers given in paragraph
2.5 on the standard Bidding Form duly filled in and signed in duplicate. The addresses for the Bid
collection centers are given in paragraph 2.5.
vi. Bids can be placed as "limit price" or "step bid".
vii. Bid money/Margin Money shall be deposited through demand draft or pay order in favor of "Offer
for Sale of Shares of Saif Power Limited- Book Building Account" or online transfer into the
respective IPO account of the Offerer, A/C No. 07867901951703, Habib Bank Limited, HBL Plaza
Branch Karachi.
viii. Book Runner shall collect an amount of 100% of the Application Money as Bid money in respect of
bids placed by HNWIs.
Page 15 of 88
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 an 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.
xii. The Offeror and Book Runner shall not accept Bids from any person other than an associated
person or any other related person or party of the Offeror for more than 10% of the Book
Building portion. Whereas, Bids from associated persons or other related persons or parties of
the Offeror, shall not be accepted for shares in excess of 5%, in aggregate, of the book building
portion. To check this threshold, the Offeror shall provide the Book Runner and the Book Runner
shall obtain from the Offeror, list of associated persons of the issue before commencement of the
bidding period and the Book Runner shall make sure that the said list has been provided to 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 paragraphs 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 paragraph 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 offered. The order book should also show the revised bids and the
Bids withdrawn.
xvii. At the close of Bidding Period, Book Runner shall determine the Strike Price with the consent of the
Offeror.
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.
Page 16 of 88
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 Offer to successful applicants.
2.10. BANK ACCOUNT FOR BOOK BUILDING
The Offeror 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 Offer.
The Bidders shall draw demand draft or pay order in favor of "Offer for Sale of Shares of Saif Power Limited
- Book Building Account" or online transfer into the respective IPO account of the Offerer, A/C No.
07867901951703, which has been opened at Habib Bank Limited, HBL Plaza Branch Karachi. The collection
bank shall keep and maintain the bid money in the said account. Once the Strike Price is determined and list
of 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 Offerors' account(s)
and advise for refund of the bid money to unsuccessful Bidders.
2.11. PAYMENT INTO THE BOOK BUILDING ACCOUNT
The Bidders shall draw a demand draft or pay order favoring "Offer for Sale of Shares of Saif Power Limited
- Book Building Account" or online transfer into the respective IPO account of the Offerer, A/C No.
07867901951703, Habib Bank Limited, HBL Plaza Branch Karachi and submit the demand draft, pay order
or evidence of online transfer 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. PAY ORDER, OR DEMAND DRAFT DRAWN IN FAVOR OF "OFFER FOR SALE OF
SHARES OF SAIF POWER LIMITED- BOOK BUILDING ACCOUNT" OR ONLINE TRANSFER INTO
THE RESPECTIVE IPO ACCOUNT A/C NO. 07867901951703, HABIB BANK LIMITED, HBL PLAZA
BRANCH KARACHI OF THE OFFERER ARE ACCEPTABLE TO THE BOOK RUNNER.
Since the investors can bid for shares through "limit price" or "step bid" therefore payment procedure is
explained below for these methods.
a) PAYMENT FOR LIMIT PRICE
If investors are placing their Bids through "Limit Price" 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.
Page 17 of 88
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 21/- per share, 0.4 million shares at PKR
22/- per share and 0.3 million shares at PKR 23/- 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
26,200,000, 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 26,200,000 in the Book Building Account as Bid
amount which is 100% of PKR 26,200,000 and (ii) Institutional investors shall deposit at least PKR
6,550,000 in the Book Building Account as Margin Money which is 25% of PKR 26,200,000.
2.12. PAYMENT BY FOREIGN INVESTORS
Foreign investors may subscribe using their special convertible rupee accounts ("SCRA"), as set out under
Chapter 20 of the State Bank of Pakistan's Foreign Exchange Manual 2002. Under Section 7(i) of Chapter 20,
Companies issuing shares out of new public offers 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 offered through this
OFSD. 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.
Key Documents required for individual(s):
1. Account opening request

2. Passport / ID
General documentations required for opening of SCRA account by institutional investors are:

2. Board Resolution & Signatories list
3. Passport / ID of Board of Directors
4. Passport/ID of all authorized signatories
5. Certificate of Incorporation (COI) or equivalent document (like Trade Registry Certificate, Business Registration
Certificate, and Certificate of Commencement of Business)
6. Memorandum & Articles of Association
7. Wi t h h o l d i n g t a x r e g i s t r a t i o n c e r t i f i c a t e / C e r t i f i c a t e o f c o u n t r y o f d o m i c i l e o f c l i e n t
8. Latest Annual Report
9. List of Board of Directors
10. 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.
Page 18 of 88
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 OFSD.
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 OFSD.
2.16. WITHDRAWAL OF OFFER BY THE OFFEROR
a) According to clause 3.10 of Appendix 2 and the criteria for Book Building issued by SECP, in case the
Offeror does not receive Bids within the Price Band for the minimum number of shares offered, they may
withdraw the Offer. The decision of withdrawal shall be taken within a period of not more than three (3)
working days from the closing of Bidding Period. However, in case the Book Building portion is not fully
subscribed and the Offeror decides to go ahead with the Offer then the unsubscribed shares of the Book
Building portion shall be made part of the General Public portion of the Offer and shall be underwritten
at a price offered to the general public.
b) The Offeror shall withdraw the Offer 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 Offer 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 Offeror, 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 offered 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.
Page 19 of 88
c) For the purpose of allotment of shares, the limit Bid(s) entered at the price determined/discovered as Strike
Price through the Book Building Process, shall be ranked equally and preference will be given to 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) Number of shares being Offered through the Book Building: 36,231,500 Ordinary Shares
b) Price Band PKR 18/- per share to PKR 30/- per share
c) Bidding Day: September 30th, 2014
d) Bidding Time: 9:00am - 5:00pm
e) Bid Withdraw Time: 9:00am - 5:00pm
f) Bidding Revision Time: 9:00am - 7:00pm
Quantity (shares Cumulative Number
Bidder Price (PKR per share) Category of Order
Millions) of Shares
Institution - A 28.00 2.00 2.00 Limit P rice
Institution - E 27.00 18.00 20.00 Limit P rice
Institution - B 26.50 10.00 12.00 Limit P rice
Foregin Institution - F 26.00 6.00 18.00 Limit P rice
HNWI - A 25.50 6.00 24.00 Step Bid
Institution - C 25.00 10.00 34.00 Step Bid
HNWI - E 24.00 5.00 39.00 Limit P rice
Institution - C 23. 50 6.00 45.00 Step Bid
Institution - B 23. 00 10.00 55.00 Limit P rice
HNWI - A 22. 00 2.00 57.00 Step Bid
Institution - C 21. 00 7.00 64.00 Step Bid
Bid Wi thdrawn
Bid has been
Total Shares
revised and
Subscribed
Strike Price determined through placed at PKR
Dutch Auc tion Method 26.50 per share
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 24.00 per share to sell the required quantity of 36,231,500 ordinary shares.
At PKR 28.00 per share, investors are willing to buy only 2.00 million shares. Since 34.231million shares are
still available, therefore the price will set lower.
At PKR 26.50 per share, investors are willing to buy 10.00 million shares. Since 24.231 million shares are still
available, therefore, the price will set lower.
Page 20 of 88
At PKR 25.00 per share, investors are willing to buy 10.00million shares. Since 2.231 million shares are still
At PKR 24.00 per share, investors are willing to buy 5.00 million shares. Since after bidding for 2.231 million
shares at PKR 24.00 per shares no share will be available, therefore, the Strike Price will be set at PKR 24.00
per share for the entire lot of 36.231million shares.
The Bidders, who have placed bids at prices above the Strike Price (which in this illustration is PKR 24.00 per
share), will become entitled for allotment of shares at the Strike Price.
The Bidders, who have placed bids below PKR 24.00 per share, will not qualify for allotment of shares.
After allotment in the aforementioned manner, 2.231 million shares are still available for allotment. These
shares will be allotted to the Bidders who have placed bid(s) at PKR 24.00, however, for the purpose of allotment
of these 2.231 million shares preferences will be given to the Bidder who has placed the bid earlier.
2.18. BASIS OF ALLOTMENT OF SHARES
After closure of the Bidding Period, the Book Runner will analyze the demand generated at various price levels.
Only successful Bidders shall be eligible for allotment and transfer of shares. 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 dispatched or credited, as the case may be, at the time of transfer of
shares out of the public portion of the Offer 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 offered 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 Offeror 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 OFSD
The underwriting agreement for the public portion of the Offer 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 OFSD and subscription of shares by the general public.
Page 21 of 88
The final OFSD 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 OFSD but not earlier than seven (7) days of such publication.
2.22. ADDRESSES OF BID COLLECTION CENTRES
Bid collection centers have been established at Karachi, Lahore and Islamabad to collect the Bids for the Book
Building portion of the Offer by the Company in order to provide convenient access to Bidders to participate
in the bidding process. Addresses, detail of contact persons and fax numbers of the Bid Collection Centers are
given in paragraph 2.5.
Page 22 of 88
2.23. STATEMENT BY OFFERORS
May 30, 2014
The Managing Director,

Karachi Stock Exchange Limited,
Stock Exchange Building,
Stock Exchange Road,
Karachi.
On behalf of the Offeror, I 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 OFSD and that whatever
stated in the OFSD 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 Offeror
-sd-
_________________________
Name: Rana Muhammad Shafi
Designation: Advisor
Page 23 of 88
2.24. STATEMENT BY JOINT ADVISORS AND LEAD MANAGERS
June 13, 2014

Karachi.
Being mandated as Joint Advisors and Lead Managers to this Offer for Sale of Shares of Saif Power Limited through
the Book Building process, we confirm that all material information as required under the Companies Ordinance,
1984 and Appendix 4 of the Listing Regulations of the Karachi Stock Exchange has been disclosed in this OFSD 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:
-sd-
_____________________
Khurram Iqbal Khan
Habib Bank Limited
-sd-
_____________________
Owais Shahid
Allied Bank Limited
-sd-
_____________________
Zeshan Afzal
Arif Habib Limited
Page 24 of 88
2.25. STATEMENT BY BOOK RUNNER
June 13, 2014

Karachi.
Being mandated as Book Runner to this Offer for Sale of Shares of Saif Power Limited through the Book Building
process, we confirm that all material information as required under the Companies Ordinance, 1984 and Appendix
4 of the Listing Regulations of the Karachi Stock Exchange has been disclosed in this OFSD 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
Arif Habib Limited
Page 25 of 88
PART 3
3 SHARE CAPITAL AND RELATED MATTERS
3.1. SHARE CAPITAL
No. of shares Face value Premium Total (including

premium)
(PKR) (PKR) (PKR)
AUTHORIZED CAPITAL
405,000,000 Ordinary shares of PKR 10/- each 4,050,000,000 - 4,050,000,000
ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
386,471,779 Issued against Cash 3,864,717,790 - 3,864,717,790
386,471,779 Total 3,864,717,790 - 3,864,717,790
The existing issued, subscribed & paid up capital of the Company is held as follows:
SPONSORS
264,904,619 Saif Holdings Limited 2,649,046,190 - 2,649,046,190
89,278,604 Orastar Limited 892,786,040 - 892,786,040
32,268,354 Habib Bank Limited 322,683,540 - 322,683,540
100 Saif Textile Mills Limited 1,000 - 1,000
100 GlobeComm (Pvt.) Ltd. 1,000 - 1,000
DIRECTORS
5,000 Javed Saifullah Khan 50,000 - 50,000
5,000 Anwar Saifullah Khan 50,000 - 50,000
1 Salim Saifullah Khan 10 - 10
5,000 Osman Saifullah Khan 50,000 - 50,000
4,000 Jehangir Saifullah Khan 40,000 - 40,000
1 Ms. HoorYousafzai 10 - 10
1,000 Omar Saifullah Khan 10,000 - 10,000
- - -
386,471,779 Total Paid up Capital 3,864,717,790 - 3,864,717,790
Page 26 of 88
3.2. PRE-IPO PRIVATE PLACEMENT
19,323,500 Ordinary Shares (5% of the paid up capital) of the face value of PKR 10/- each have been agreed
to be sold and transferred to the following investors at PKR 18/- per share (including a premium of PKR8/-
per share) as per the agreements mentioned in part 8. In terms of the agreements with the private placement
investors (please see para 8.10.3), the shares shall be transferred to the subscribers in private placement prior
to the transfer of shares to successful applicants in public offer.
PRE-IPO PRIVATE PLACEMENT

No. Of Shares %age of paid Subscriber Face Value Premium up Price per Total
up (PKR) (PKR) share (PKR)
13,889,000 3.59% Allied Bank Limited 138,890,000 111,112,000 18.00 250,002,000
5,434,500 1.41% Arif Habib Limited 54,345,000 43,476,000 18.00 97,821,000
19,323,500 5.00% TOTAL 193,235,000 154,588,000 347,823,000
3.3. OFFER FOR SALE TO GENERAL PUBLIC
Out of the total Offer size comprising of 48,308,500 ordinary shares (12.5% of the paid up capital) of PKR 10/-
each. 75% i.e. 36,231,500 ordinary are being offered to institutional/HNW Investors at a Price band of PKR
18.00/- per share to PKR 30.00 per share (including premium of PKR 8.00/- per share on lower limit and
premium of PKR 20.00 per share on Upper Limit of the price band)
The remaining i.e.12,077,000 shares will be offered to the general public at the Offer Price which is equal to
the Strike Price determined via the Book Building process.
PRESENT OFFER
No. Of Shares Subscriber Face Value Premium Total
(PKR) (PKR) (PKR)
36,231,500 Allocation to Institutions / HNWIs 362,315,000 724,630,000 1,086,945,000
investors through book building
process at a strike price of PKR
30/- each
12,077,000 General Public 120,770,000 241,540,000 362,310,000
48,308,500 Total Offer 483,085,000 966,170,000 1,449,255,000
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 5.4.1 a (ii) of the KSE Rule Book, SPL will be required to subsequently enhance the
quantum of public shareholding to 25% within next four (4) years of its listing.
c. In case the Book Building portion is not fully subscribed and the Offeror decides to go ahead with the
Offer, then the unsubscribed shares of the Book Building portion shall be made part of the General Public
portion of the Offer and shall be underwritten at a price offered to the General Public.
d. According to Regulation 5.4.6 of KSE Rule Book, allocation of shares under pre-IPO placement shall not
be saleable for a period of six (6) months from the date of public subscription.
e. SECP vide its letter dated August 11, 2014, has relaxed the requirement of clause (1) of its book building
criteria enabling the Company to offer its shares at a Price band of PKR 18.00 per share to PKR 30.00
per share instead of PKR 18.00 to PKR 23.40 per share.
Page 27 of 88
3.4. THE OFFERORS
Offeror Percentage of Number of shares Remaining Shares Held by
Offering Offered for Sale the Offeror after Offer for Sale
Saif Holding Limited (Pre-IPO) 5% 19,323,500 245,581,119
Saif Holdings Limited (Offer for
Sale to General Public) 12.5% 48,308,500 197,272,619
Total 17.50% 67,632,000 197,272,619
3.5. OPENING AND CLOSING OF THE SUBSCRIPTION LIST
The subscription list will open for 2 days at the commencement of banking hours on November 11, 2014
and will close on November 12, 2014 at the close of banking hours*.
*In order to facilitate investors, United Bank Limited is offering electronic submission of application
(e-IPO) 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 November 12, 2014.
3.6. INVESTOR ELIGIBILITY FOR PUBLIC OFFER
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.
3.7. FACILITIES AVAILABLE TO NON-RESIDENT PAKISTANI AND FOREIGN INVESTORS
Non-resident Pakistani investors and foreign investors may subscribe for the shares being offered through this
OFSD 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, Companies issuing shares out of new public offers 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 offered through this
OFSD. 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.
Page 28 of 88
Key Documents required for individual(s):

2. Passport / ID
General documentations required for opening of SCRA account by institutional investors are:

2. Board Resolution & Signatories list
3. Passport / ID of Board of Directors
4. Passport/ID of all authorized signatories
5. Certificate of Incorporation (COI) or equivalent document like Trade Registry Certificate, Business Registration
Certificate, and Certificate of Commencement of Business
6. Memorandum & Articles of Association
7. Wi t h h o l d i n g t a x r e g i s t r a t i o n c e r t i f i c a t e / C e r t i f i c a t e o f c o u n t r y o f d o m i c i l e o f c l i e n t
8. Latest Annual Report
9. List of Board of Directors
10. 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 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.
3.8. MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES OUT OF THE
PUBLIC PORTION OF THE OFFER
The basis and conditions of allotment to the general public shall be as follows:
(a) This Offer is being made at a price of PKR 30/-per Ordinary Share.
(b) 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.
(c) The minimum amount of application for subscription of 500 shares in case of physical transfer is is PKR
15,000/- and in case of transfer under the book entry system is PKR 15,000/-.
(d) Application for shares below the total value of PKR 15,000/-in case of physical transfer and PKR 15,000/-
in case of transfer under the book entry system shall not be entertained.
(e) 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.
(f) If the shares offered to the general public are sufficient to accommodate all applications, all applications shall
be accommodated.
(g) If the shares applied for are in excess of the shares offered, the distribution shall be made by computer balloting,
in the presence of the representative(s) of the KSE in the following manner:
Page 29 of 88
(i) If all the 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 the 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.
(h) If the Offer 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.
(i) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(j) Applications, which do not meet the above requirements, or applications which are incomplete, will be
rejected.
3.9. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
On behalf of the Offeror, 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.
Page 30 of 88
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 Offeror 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 Offeror 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.
3.10. CREDIT AND DISPATCH OF SHARE CERTIFICATES
The Company, will dispatch share certificates to successful applicants through their Banker to the Offer 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 Offer within thirty (30) days from the date of close of subscription list, whereas scrip-less 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 offeror 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.
3.11. 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 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.
Page 31 of 88
3.12. SHARES ISSUED IN PRECEDING YEARS
Date of Number Par Amount Considerations

Allotment of shares Value (Par Value)
24.01.2005 20,000 10 200,000 Initial Subscription in Cash
09.05.2006 14,000,000 10 140,000,000 Cash
11.09.2007 128,916,000 10 1,289,160,000 Cash
18.06.2008 8,613,790 10 86,137,900 Cash
14.07.2008 24,285,514 10 242,855,140 Cash
13.01.2009 73,786,975 10 737,869,750 Cash
13.02.2009 7,062,732 10 70,627,320 Cash
11.03.2009 6,918,093 10 69,180,930 Cash
01.04.2009 21,616,370 10 216,163,700 Cash
04.05.2009 3,565,912 10 35,659,120 Cash
12.06.2009 1,669,468 10 16,694,680 Cash
25.08.2009 27,797,981 10 277,979,810 Cash
15.01.2010 8,759,748 10 87,597,480 Cash
24.06.2010 37,287,250 10 372,872,500 Cash
28.09.2010 5,424,698 10 54,246,980 Cash
02.08.2011 16,747,248 10 167,472,480 Cash
TOTAL 386,471,779 3,864,717,790
3.13. PRINCIPAL PURPOSE OF THE OFFER FOR SALE OF SHARES
The principal purpose of the Offer for Sale of shares is to list the Company on the KSE and to broaden its
shareholder base by offering shares to the general public, HNWI & Institutions and share the prospects of the
Company with them.
3.14. INTEREST OF SHAREHOLDERS
None of the subscribers of the issued shares of the Company shall 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 other than, 1) AHL which is interested as Advisor, Book Runner and Underwriter for the General
Public Portion, 2) ABL which is interested as Advisor, Banker to the Issue of the General Public Portion and
Underwriter for the General Public Portion and 3) HBL which is interested as Advisor, Banker to the Issue of
both the General Public as well as Book Building Portions and Underwriter for the General Public Portion.
3.15. 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.
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.
Page 32 of 88
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".
3.16. ELIGIBILITY FOR DIVIDEND
The shares being offered 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 offer of such shares.
"The Company has announced an interim dividend of 20% for the period ended March 31, 2014 on August 22,
2014. The offerer has waived-off its right of receiving the dividend on 12.50% shares in favour of the successful
new investors in book building and general public IPO".
3.17. 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).
3.18. 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.
Tax Rate
Holding period of securities
S. No. Tax Year less than twelve more than twelve months more than twenty
months and less than twenty four months
four months
1 2015 12.5% 10.0% 0%
3.19. WITHHOLDING TAX ON DIVIDENDS
Dividend distribution to shareholders will be subject to withholding tax at the reduced rate of 7.5% as specified
i n C l a u s e 2 0 o f P a r t 2 o f t h e S e c o n d S c h e d u l e t o t h e I n c o m e Ta x O r d i n a n c e , 2 0 0 1 .
3.20. DEFERRED TAXATION
The profits and gains of the Company derived from electric power generation are exempt from tax under terms
of clause 132 of Part-I of the second schedule to the Income Tax Ordinance, 2001. Therefore no provision for
deferred taxation is required to be made by the Company.
3.21. SALES TAX ON SALE/PURCHASE OF SHARES
Under the constitution of Pakistan and Articles 49 of the 7th NFC Award, the governments of Sindh and Punjab
have promulgated the Sindh Sales Tax on Services Act, 2011 and the Punjab Sales Tax on Services Act, 2012
respectively (the "Acts"). The Sindh Revenue Board and the Punjab Revenue Authority administer and regulate
the levy and collection of the Sindh Sales Tax (SST) and Punjab Sales Tax (PST) respectively on the taxable
services provided or rendered in Sindh or Punjab.
Page 33 of 88
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. As per Sindh Finance Act 2014-15, as mentioned
in Part B of the Second Schedule (Taxable Services) read with Section 3 of the Sindh Sales Tax on Services
Act, 2011, the sales tax on Brokerage is 15%.
Sales tax charged under the aforementioned Acts is withheld at source under statutory requirements.
3.22. 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.
3.23. 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 acquiringin the year new shares offered to the public by
a public company listed on a stockexchange in Pakistan, provided the resident person is the original allottee
of the shares or the shares are acquired from the Privatization Commission of Pakistan.
Time Limit for holding shares has been designated as 24 months to avail tax credit. The amount of investment,
eligible for tax credit, is prescribed in Section 62 of the said Ordinance.
3.24. JUSTIFICATION FOR THE PREMIUM
Guaranteed Off-take:
SPL has entered into a thirty (30) year Power Purchase Agreement dated April 30, 2007 with NTDCL (the 30-
year period took effect from commencement of commercial operations in April 30, 2010), which guarantees
the purchase of power generated by SPL (the "PPA"). The government of Pakistan has guaranteed capacity
payment to cover the financing costs, fixed operating costs and equity return; payable on the dependable power
generation capacity irrespective of the level of dispatch.
Fixed Rate of Return:
NEPRA has determined a tariff for SPL for thirty (30) years which is the tenor of the PPA. The Tariff, under
GOP Policy, gives an equity return of 18.5% in US Dollar terms for the thirty (30) year period. Quarterly
indexations are applied by NEPRA to ensure that US$/PKRs parity and pertinent CPI/WPI parity is adjusted
to account for the 18.5% return. Furthermore NTDCL has also guaranteed capacity payment (please refer to
section 8.10.7) to cover the financing costs, fixed operating costs and equity return; payable on the dependable
power generation capacity irrespective of the level of dispatch.
The tariff structure outlined in the PPA ensures the IPPs of US dollar-denominated revenue streams, with equity
returns pegged to the US dollar, insulating cash flows from exchange rate movements thus providing a hedge
against exchange rate fluctuations. The contracts also have full provisions to cover foreign currency loans and
currency indexation for foreign currency expenses. For further details please refer Power Purchase Agreement
which shall remain available at the Company's registered office from the date of publication of OFSD till the
closing of the subscription list.
Page 34 of 88
Successful Operational History:
SPL has a past record of four (4) years of successful commercial operations, having officially started operations
on April 30, 2010. The plant total potential capacity generation was 6,686.623 million kWh although it generated
3,396.617 million kWh of energy as demanded by NTDCL thus its capacity utilization remained 51% from
operations commencement date till 31 December 2013. The generation is dependent on demand from NTDCL.
GOP Guarantee:
The current stream of operations is backed by a government of Pakistan sovereign guarantee.
Strong Sponsor Profile:

Saif Group is very stable and strong with interests in diversified areas including textiles, real estate, information
technology, healthcare, etc.
Attractive Offer Price:
We have undertaken relative valuation based on comparison of SPL with leading power sector Companies. For
relative valuation we have considered the following companies:
a. KotAddu Power Company Limited (KAPCO);

b. Hub Power Company Limited (HUBCO);
c. Nishat Chunian Power Limited (NCPL);
d. Nishat Power Limited (NPL);
e. Pak Gen Power Limited (PKGP); &
f. Lalpir Power Limited (LPL).
LPL HUBC KAPCO PKGP NCPL SPL
Year End Dec-13 Jun-13 Jun-13 Dec-13 Jun-13 Jun-13 Dec-13

Earning Per Share (Rs.) A 1.70 8.11 8.35 2.98 7.45 7.74 3.15
Book Value Per Share (Rs.) B 31.81 28.20 29.07 38.58 19.79 26.01 16.38
Dividend Per Share (Rs.) C 2.50 8.00 7.50 2.50 6.00 3.00 3.50
Market Price Per Share (Rs.) (August 20, 2014) D 17.75 63.23 62.37 18.38 39.95 37.00 18.00
Price Earning Ratio (x) D/A 10.46 7.79 7.47 6.16 5.36 4.78 5.71
Price to Book Value (x) D/B 0.56 2.24 2.15 0.48 2.02 1.42 1.10
Dividend Yield % C/D 14.08% 12.65% 12.03% 13.60% 15.02% 8.11% 19.44%
In addition, the Lower Limit Price of PKR 18.00 per share represents an attractive discount of 47% based on
CY13 P/E ratio of SPL of 5.71 times versus the P/E ratio of KSE 100 Index of 10.71 times. Similarly, on the
basis of P/B the discount is around 39% vs KSE P/B.
Similarly, the Lower Limit Price also offers a discount of 18% and 25% vs the P/E and P/B based implied prices
of selected power sector companies. Also, the dividend yield of 19% is the most attractive amongst the set of
power sector companies.
The relative valuation is summarized in the table below:
Page 35 of 88
Relative Multiples FY13 SPL Offer Price Discount
Power Implied Price
KSE 100 Index Implied Price
Sector based on to Power
Multiples Power Sector Multiple (Aug Based on KSE - sector to KSE
(average) Multiple 20, 2014) 100 Multiple
P/E (x) 7.00 22.08 10.71 33.76 18.48% 46.69%
P/B (x) 1.48 24.20 1.80 29.48 25.61% 38.95%
Investor Demand and Strike Price
The strike price determined through the Book Building process of the Company is PKR 30/- per share. The
shares were offered at a price band of PKR 18/- per share to PKR 30/- per share. Due to an overwhelming
response from the investors, almost 95% of the bids were received at the upper limit of price band. Total
demand of 115.02mn shares was received as against an offer size of 36.23mn shares, subscribing by more
than 3 times.
Page 36 of 88
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 36,231,500 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 Offer of 12,077,000 ordinary shares has
been underwritten as under:.
Name of Underwriter Number of Shares Amount (PKR)

Allied Bank Limited 8,400,000 252,000,000
Habib Bank Limited 2,000,000 60,000,000
Arif Habib Limited 1,677,000 50,310,000
Total 12,077,000 362,310,000
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 1.5% of
the amount of Offer underwritten by them. In addition, a take up commission at the rate of 1.5% shall be paid
to the underwriters on the value of shares required to be subscribed by them by 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 OFFERORS OR ANY OTHER PERSON IN RESPECT OF THIS PUBLIC OFFER.
ALSO, NEITHER THE OFFERORS NOR ANY OF THEIR ASSOCIATES HAVE ENTERED INTO ANY BUY
BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR ASSOCIATES. THE
OFFERORS AND THEIR ASSOCIATES SHALL NOT BUY-BACK/REPURCHASE SHARES FROM THE
UNDERWRITERS AND THEIR ASSOCIATES.
Page 37 of 88
4.4. COMMISSION TO THE BANKERS TO THE OFFER
A commission at the rate of 0.5% of the amount collected on allotment in respect of successful applicants will
be paid by the Offeror to the Bankers for services to be rendered by them in connection with this Offer for Sale
of Shares plus Out of Pocket expenses, if any.
4.5. BROKERAGE
For the public offering, the Offeror will pay brokerage to the TREC holder of KSE 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 OFFER FOR SALE
The expenses of this Offer are estimated not to exceed PKR 88.199 million**. All such expenses are to be
borne by the Offeror. Details of the approximate expenses are mentioned below:
Expenses Rate Amount (PKR)

Joint Financial Advisors and Lead Managers* 1.5% 26,956,194
Underwriting Arrangement* 1.0% 3,623,100
Book Runner Fee* 1.25% 13,586,813
Underwriting Commission* 1.5% 5,434,650
Take up Commission* 1.5% 5,434,650
Brokerage to Members of the Stock Exchange
(for public offering including book building portion)* 1.0% 14,492,550
Bankers to the Offer Commission* 0.5% 7,246,275
Marketing, Printing, Publication, and Miscellaneous 4,000,000
KSE Initial Listing Fee, Annual Listing Fee, Service
Charges and Software Charges 3,548,912
SECP Application and Processing Fee 200,000
CDC Charges* 2,386,308
Registrar/Balloting Agent 289,848
Legal Advisory and Documentation 1,000,000
Total 88,199,300
*Represent maximum amount that is expected to be paid based on the Strike Price
**These amounts do not include Sindh Sales Tax, as mentioned in section 3.21, wherever applicable
Page 38 of 88
PART 5
5 HISTORY AND PROSPECTS
5.1. BRIEF PROFILE
5.1.1. The Offerors
Saif Holdings Limited ("SHL") was incorporated on February 4, 1993, and is the parent company of SPL.
SHL defines and reviews the business and investment activities of the Saif Group and provides consultancy
and other related services to associated companies.
SHL investment portfolio includes:
Textiles (Saif Textile Mills Limited, Kohat Textile Mills Limited, Mediterranean Textile Company);
Power generation (Saif Power Limited)
Oil and Gas Exploration (Saif Energy Limited)
Information Technology (Softech Systems Private Limited)
Healthcare Services (Saif Healthcare Limited)
Real Estate (Utopia Developers Private Limited, Elite Estates Private Limited) &
Environmental Management (Lahore Compost Private Limited)
SHL undertakes the following work:
a. Building networks with project partners and achieving shared objectives through the utilization of synergies;
b. Managing network and alliance development;
c. Assisting in Governmental & Regulatory Relations services;
d. Providing strategic assistance and advisory services on asset acquisition and procurement;
e. Nurturing an enterprise culture throughout the organization;
f. Establishing the benchmark for recruitment and people development.
HL is headquartered in Islamabad, Pakistan and it has a strong corporate presence, including field operations,
anufacturing facilities and offices across Pakistan.
SHL is also the primary implementation authority of the Saif Group for programs in Human Resource
Development, IT Department and Administrative Support.
Page 39 of 88
5.1.2. The Company
SPL was incorporated in Pakistan on 11 November 2004 as a public limited company under the
Companies Ordinance 1984. The Company operates a 225 MW combined cycle thermal power project,
with a net capacity of 209 MW, under the government of Pakistan's ("GOP") power policy 2002 on
a build, own and operate basis in the Sahiwal District of Punjab. The Company is selling electricity
to NTDCL through a power purchase agreement dated 30th April 2007 (the "PPA") which has a tenor
of thirty (30) years.
SPL achieved financial close on 11th September 2007 and commercial operations date was achieved
on 30 April 2010. The principal sponsor of SPL is SHL, a holding company owned by Saif Group,
one of the leading business conglomerates in Pakistan.
The Company has completed its fourth anniversary of operations and has met all the performance
indicators satisfactorily.
5.1.3. Tariff Structure
NEPRA has determined a tariff for SPL for thirty (30) years which is the tenor of the PPA. The Tariff,
under GOP Policy, gives an equity return of 18.5% in US Dollar terms for the thirty (30) year period.
Quarterly indexations are applied by NEPRA to ensure that US$/PKRs parity and pertinent CPI/WPI
parity is adjusted to account for the 18.5% return.
NTDCL has contracted to purchase a total net generation capacity of 209 MW produced by SPL for
a period of thirty (30) years on gas at reference (COD) tarffof US cents 6.6765 per KWh which will
change quarterly after indexation and on HSD at US cents 18.4734 per KWh which will change
quarterly after indexation.
5.1.4. Regulatory Approvals/Operational Contracts and Key Milestones
SPL has been issued a Generation License by National Electric Power Regulatory Authority ("NEPRA")
which is valid till July 30th 2038. The table below sets forth some of the key events and milestones
in the history of SPL.
Milestone Description
11 November 2004 The Company is incorporated
14 February 2005 Certificate of Commencement of Business issued by SECP.
17 February 2006 Private Power & Infrastructure Board (PPIB) approve the project feasibility study
of Saif Power Limited for a 200 MW combined cycle thermal power project located
in Sahiwal district of Punjab.
21 June 2006 NEPRA issues power generation license to SPL for the installed capacity of 225
MW ISO Gross.
15 January 2007 Execution of Gas Supply Agreement signed with the Sui Northern Gas Pipelines
Limited for 25 years.
25 June 2007 Execution of Construction Agreement signed with China East Resource Import &
Export Corporation.
25 June 2007 Execution of Contract for Supply of Plant and Material signed with China National
Machinery & Equipment Import & Export Corporation.
Page 40 of 88
30 April 2007 Execution of Power Purchase Agreement signed with the National Transmission
and Dispatch Company Limited for 30 years which determines the contractual terms
of the sale and purchase of electricity between the two parties.
13 July 2007 Execution of Implementation Agreement signed with the President, Islamic Republic
of Pakistan which guarantees payments to the Company if defaulted by the Power
Purchaser.
7 August 2007 Execution of Operation and Maintenance contract with General Electric Energy
Part, Inc. ("GEEPI"), USA and General Electric International, Inc. ("GEII"), USA
for approximately 18 years whereby GE is responsible for the entire plant operations
and maintenance. SPL's technical and commercial teams monitor GE's operations
and make significant contributions when required.
27 August 2007 A Senior Facility Agreement is executed among SPL and certain financial institutions
(please see section 8.10.5) with Habib Bank Limited as the agent bank for funding
the Project. This initial facility is for up-to PKR 10,727,528,310. All borrowing is
in Pak Rupees thus avoiding exchange rate exposure on debt servicing.
11 September 2007 Financial Close
17 September 2007 Execution of HSD Supply Agreement with Shell Pakistan Limited for 12years.
20 October 2009 Syndicated debt commitment enhanced by PKR 2,180,000,000/- through the Term
Finance Facility Agreement with certain financial institutions (please see section
8.10.5).
22 April 2010 SPL executes a Working Capital Facility Agreement with certain financial institutions
(please see section 8.10.5) with Habib Bank Limited as agent bank for funding the
working capital requirement of the Project. Currently the Company has working
capital arrangements with its bankers up to limit of PKR 6,450,000,000.
30 April 2010 Commercial Operations Date (COD)
5.2. THE PROJECT

5.2.1. PLANT LOCATION
The plant site is located at a distance of five kilometers (5 km) from Yousafwala village, fifteen
kilometers (15km) from Sahiwal city and two kilometers (2 km) from the Lahore-Multan Highway
(the "Plant Site"). The site has co-ordinates of 30°-40´-52.1½ North latitude and 73°-5´-44.2½ east
longitudes. The site selection was based on factors such as availability of land, infrastructure in terms
of railway and road network, gas and electrical transmission lines and water resources.
The land is flat with an elevation of about five hundred and sixty feet (560 ft) above sea level. The
facility is located over the area of twenty six (26) acres of freehold land. The Plant Site is in the
proximity of all the three key facilities necessary for the smooth running of the plant i.e. gas supply,
water availability and connectivity with the grid. The Plant Site is connected through road to the main
G.T. Road between the cities of Depalpur and Okara. The Plant Site is located in a flat agriculture
region. The Complex is at an elevation of 172.2 meters with respect to mean sea level. All structures
have a ground floor elevation of at least 172.8 meters above mean sea level.
5.2.2. THE PLANT
SPL is a 225 MW combined cycle thermal power project having an operating capacity of 209 MW.
The plant has been setup under the government of Pakistan's Power Policy 2002 on a "build, own and
operate" basis and is an independent power producer ("IPP"). The plant has two gas turbines and one
steam turbine. The gas turbines are 6 FA machines procured from General Electric,France. The steam
turbine and its generator are from Siemens, Sweden and Germany. Gross output at ISO is 225MW.
All machinery used in the plant is brand new.
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Plant Type 225 MW Combined Cycle Thermal Power Project
Manufacturers General Electric, Siemens
Model PG6111FA
Remaining Useful Life 26 Years
Each gas turbine includes associated auxiliary equipment such as inlet air filter, cooling system, lube oil system,
generator, control system and starting system. The HRSGs convert waste heat from the gas turbines into high-
pressure steam to be used by the Steam Turbine. Plant cooling is provided by a single cross flow mechanical
draft cooling tower. Auxiliary mechanical equipment and systems consist of condenser, deaerator, pumps,
compressed air system, fire protection system, storage tanks, water treatment system, boiler cycle and water
treatment chemical feed systems, waste water treatment systems and fuel oil unloading and handling systems.
The major plant electrical systems consist of main step-up transformers, auxiliary transformers, electrical
distribution systems, switchgear, motor control centers and a central plant control system. Ancillary facilities
consist of central control building, office and administration areas, warehouse and maintenance building, and
water treatment building.
The plant has an operation & maintenance team from general electric USA. There is no environmental issue
and emissions are in compliance with the Pakistan environmental laws while effluent discharge well below
prescribed limits. The plant operates on dual fuel, gas and HSD.
Fuel efficiency of the complex is one of the highest in the Pakistani market. Complex fuel efficiency determined
by NEPRA on Gas is 51.2% and 48.5% on HSD. The cost of fuel is a pass through item as determined by the
regulator, NEPRA. The Economic Coordination Committee, on June 30, 2011 allowed operations on HSD for
all twelve (12) months whenever gas is not available through out the tenor of the PPA.
Some of the key information regarding the Plant is given below:
Location Sahiwal District, Punjab

Total Gross Capacity 225 MW
Net Capacity 209.78 MW
Plant Configuration 2 X 75.90 (ISO) MW Gas Turbines & 1 X 76.3 MW Steam Turbine
Commercial Operations Date April 30, 2010
Fuel Natural Gas & High Speed Diesel ("HSD")
Total Life of plant from the 30 years
Commercial Operation Date
5.2.3. CAPACITY & UTILIZATION

2012 2013
Net Generation* 895,353 MW 681,005 MW
Utilization** 49% 40%
Available*** 88% 80%
* Actual electricity generated and dispatched to NTDC
** shows how much plant was actually utilized to generate electricity on demand of NTDC out of
total plant kept available for generation
*** Availability of plant for electricity generation
Average gas fuel tariff/kwh from NEPRA from COD to December 2013 is Rs 3.384/kwh and average
HSD fuel tariff/kwh from NEPRA from COD to December 2013 is Rs 18.8347/kwh.
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5.2.4. PROJECT COST
Total cost of the project at COD was PKR 17,653 million, which has been financed through debt of PKR
12,907 million and equity /subordinated loans of PKR 4,746 million.
A brief summary of the Project cost is given below:
Description Cost as at April 30th 2010 (PKR)

Plant & Machinery 9,804,245,542
Land 43,890,600
Civil Works 1,896,753,670
Inland Clearing 592,596,268
Insurance 166,699,963
Mobilization for Operating and Maintenance 347,931,625
Initial Spare Parts 398,650,708
Pre-Operating expenses 565,534,642
Administrative expenses 259,593,930
Interest Expense & Fee 3,577,645,278
Total 17,653,542,226
5.2.5. PROJECT FINANCING
A senior facility agreement was signed on 27 August 2007 between SPL and certain financial institutions
(please see section 8.10.5) with Habib Bank Limited as the agent bank for funding the Project. This initial
facility was for upto PKR 10,727,528,310/-. Subsequently, the debt commitment was enhanced by PKR
2,180,000,000/- through the term finance facility agreement dated 20 October 2009.
SPL has also executed a Working Capital Facility Agreement dated 22 April 2010 with certain financial
institutions with Habib Bank as agent bank and stand alone facilities for funding the working capital
requirement of the Project. Existing limit is PKR 6,450,000,000/-.
A subordinated loan of USD 8,946,353.50/- (PKR 735,814,909) has been obtained from Orastar Limited,
which is a company based in British Virgin Islands, out of which USD 2,048,139 (PKR 167,472,480)
was converted into equity.
Details of the facilities are noted in section 8.
Means of Financing are as under:
Description At CoD(PKR in million)

Ordinary Shares
Sponsors
Issued, subscribed and paid up capital 3,270
Deposit for shares 373
Subordinated loans 729
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Debt
Senior Facility 10,727
Term Finance Facility 2,180
Loan from Sponsors 374
Total 17,653
5.3. Power Industry Overview*
In Pakistan, power distribution and transmission is dominated by National Transmission and Dispatch Company
Limited ("NTDCL"); whereas in Karachi power generation, distribution, and transmission, is controlled by K-
Electric (formally Karachi Electric Supply Corporation). In recent years, the private sector has increased its
participation in power generation with thirty (30) independent power producers ("IPPs") currently generating
more than forty percent (40%)of the installed capacity in Pakistan.
The total nominal power generation capacity of Pakistan is 23,486 MW; out of which 15,289MW (67%) is
thermal, 6,773 MW (30%) is hydroelectric and 750MW (3%) is nuclear. Domestic users are the largest consumers
of electricity comprising forty Seven percent (47%), followed by the industrial sector comprising of twenty
nine percent (29%), agriculture comprising of ten percent (10%) and the commercial sector comprising of eight
percent (8%). With the demand for power increasing at five percent (5%) per annum, the domestic power
industry is simply unable to generate enough electricity to meet the country's needs resulting in a supply deficit
of approximately 6,000 MW - 7,000 MW at peak demand levels, which is expected to persist in the short to
medium term. The spike in shortfall is primarily due to following reason:
Capacity is underutilized from existing power plants

No major expansion; neither from private nor from public sector
Significant Transmission and Distribution Losses
Circular Debt
Peak demand Peak generation Deficit

27,000 8,500
25,000 8,000
7,500
23,000
7,000
21,000
6,500
19,000
6,000
17,000 5,500
15,000 5,000
FY11A FY12A FY13A FY14E FY15F
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Chronic power deficit in the country has been regarded as one of the most significant challenges facing the
country, particularly in the manufacturing sector. With limited addition to the power grid during FY08-FY13,
the deficit is currently estimated to be over 4,500MW while circular debt leads to further under-utilization of
resources. The gross amount, at one time, was estimated to be around PKR450bn (June'13) which however was
later partially addressed through bailout.
Electricity generation by source - 2013 Electricity generation by source - 2005

Coal, Nuclear, Coal, Nuclear,
0.1% 4.7% 0.0% 1.0%
Gas, Hydel, Hydel,

28.2% 31.1% 31.0%
Gas,
52.0%
Oil,
Oil, 35.9% 16.0%
* Source: NEPRA (http://www.nepra.org.pk/), AHL Research
5.4. RISK FACTORS
5.4.1. Off Take risk
Uncertainty with respect to the Power Purchaser's ability to purchase power generated by SPL.
Mitigant
SPL has entered into a thirty (30) year Power Purchase Agreement (PPA) with NTDCL, which guarantees
the purchase of power generated by SPL. The Government of Pakistan has guaranteed capacity payment
to cover the financing costs, fixed operating costs and equity return payable on the available capacity
irrespective of the level of dispatch. NEPRA tariff is based on actual fuel prices and capacity payment
is not based on plant efficiency but on availability of plant as per Power Purchase Agreement.
5.4.2. Circular Debt Risk
Cash flow constraints add to the operational inefficiencies of companies in the power sector. Therefore,
non-payment by the NTDCL may affect the liquidity of the Company in due course. Until recently, SPL's
capacity payments amounting to a sum of PKR 717,000,000 (Pak Rupees Seven Hundred and Seventeen
Million Only) under the PPA have been held up by the NTDCL. Out of this, PKR 239m is related to March
2011 to May 2011 while PKR 478 m is for January 2012 to September, 2012. Total capacity for those
years was PKR 9,124 m, out of which withheld capacity of PKR 717M is 7.86%.
Mitigant
The Government of Pakistan cannot afford to keep circular debt going up and limit the capacity of power
plants. Last year in 2013, the government cleared the entire circular debt and it is expected that this time
again it will be cleared. The Company has sufficient working capital lines to keep the plant continuously
in operations.
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5.4.3. Fuel Price Risk
Volatility in fuel prices may result in liquidity constraints affecting the profitability of the Company and
operational inefficiencies.
Mitigant
The cost of fuel is a pass through item as determined by NEPRA. According to the PPA, any variation in fuel
price(s) is to be passed on to NTDCL by SPL. Therefore, variation/any increase in fuel price does not pose any
material risk to operations and the profitability of the Company. NEPRA tariff is based on actual fuel prices
of both fuels without any limit.
5.4.4. Fuel Supply Risk
Non-availability/risk of interruption in fuel supply may affect plant productivity.
Mitigant
SPL operates on dual fuel, natural gas and high speed diesel ("HSD"). For HSD supply, the Company has
agreement in place with Shell Pakistan to provide fuel required to generate 209.786 MW of electricity. To avoid
disruptions, effective collaterals and guarantees have been put in place to ensure timely supply of each fuel
to SPL. As of today, all suppliers are ready to deliver HSD fuel within few hours' notice.
5.4.5. Performance and Operational risk
According to the terms of the PPA, the Company is required to generate average declared output capacity
(generating capacity of plant at any point of time based on the temperature at plant site). Failure to produce
the contracted output (generating capacity committed with the power purchaser) for NTDCL may incur damages
on the Company under the terms of the PPA.
Mitigant
The Company has procured state of the art equipment and the services of leading operation and maintenance
contractor General Electric (GE). Full maintenance program plus liquidated damages mechanism is in place
for optimum performance and output, thereby almost eliminating the chances of not meeting the required values.
Forced outage allowance of three hundred and forty eight (348) hours is also available in the PPA.
5.4.6. Force majeure events / Excusable Events may cause Contractor to abandon Complex
In case of events beyond the control of each party and/or national crisis may lead the Contractor and GE to
eventually demobilize and abandon the complex.
Mitigant
Pursuant to the terms of the PPA, upon occurrence of certain force majeure events (including excusable events
under the OMA) the Power Purchaser guarantees compensatory payments to the Company notwithstanding the
inability of the Company to operate the power plant. Such payments ensure the Company's ability to compensate
the Contractor post one hundred and eighty (180) days and refrains from terminating the OMA.
5.4.7. Interest Rate Risk
Increase in interest rate may adversely impact the profitability of the business
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Mitigant
The tariff structure allows KIBOR indexation & any inflation risk is effectively passed on to the Power Purchaser.
5.4.8. Exchange Rate Risk
Depreciation of Pakistani Rupee against US Dollar may decrease the investor's IRR of the investment
Mitigant
The tariff is adjusted by NEPRA to take into account fluctuations of US Dollar/Pakistani Rupee exchange rate
during construction. Foreign currency component of O&M costs, ROE and variable O&M cost component are
indexed to variations in the USD/PKR exchange rate. Exchange rate risk is thus effectively a pass-through item
to the Power Purchaser. The government of Pakistan also provides guarantee on availability of foreign currency,
free transfer and repatriation of funds under the IA. Return on equity is also indexed to US Dollar /Pakistani
Rupee parity changes.
5.4.9. Inflation Risk
Increase in various operational costs may impact the profitability of the Company in the event that the Company
is unable to pass on the increased costs.
Mitigant
The tariff structure allows the local and foreign O&M costs (both variable and fixed) to be indexed to PKR
WPI and US CPI respectively, thus any inflation risk is effectively passed-on to NTDCL.
5.4.10. Physical Damage and Loss of Property Risk
There is a risk that the project may suffer physical damage as a result of an accident or otherwise, during
operations.
Mitigant:
Appropriate insurance covers are in place with some of the worlds' largest reinsurers through EFU Insurance.
5.4.11. Technology and Obsolescence Risk
There may be a risk that the technology used and the machinery and equipment installed may get old resulting
in more maintenance costs or frequent breakdowns, etc.
Mitigant
There is no such risk as all the machinery and equipment installed are new, latest, and state of the art.
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5.4.12. Competition Risk
There is a risk that due to competition with other power producers the company may suffer an adverse effect
on its revenues.
Mitigant
There is no competition risk as 30 years agreement has been signed with a single power purchaser i.e. NTDC.
NOTE: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED AND THAT
N O T H I N G H A S B E E N I N T E N T I O N A L LY C O N C E A L E D I N T H I S R E S P E C T.
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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 OFFER FOR SALE DOCUMENT
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6.2. SHARE BREAK-UP VALUE CERTIFICATE
Page 52 of 88
6.3. AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID - UP - CAPITAL OF
THE COMPANY
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6.4. SUMMARY FINANCIAL HIGHLIGHTS
Saif Power Limited (Amount in 'mn')

Income Statement CY2010 CY2011 CY2012 CY2013 2Q2014
Revenue 5,681 12,041 17,027 11,891 9,354
Operating Cost 3,659 8,665 13,241 8,746 7,487
Gross Profit 2,022 3,376 3,786 3,145 1,867
Operating Profit* 1,906 3,166 3,721 3,072 1,827
EBITDA 2,304 3,772 4,323 3,634 2,120
Financial Charges 1,447 2,418 2,291 1,835 882
Profit Before Tax 462 779 1,455 1,225 988
Profit After Tax 462 779 1,455 1,225 988
* Gross Profit - Admin Expenses
Balance Sheet CY2010 CY2011 CY2012 CY2013 2Q2014
Non Currents Assets 17,206 16,724 16,214 15,967 15,630
Current Assets 2,949 6,226 7,943 6,308 7,932
Total Assets 20,155 22,950 24,157 22,275 23,562
Total Equity 4,064 5,010 6,464 6,334 7,323
Long Term Liabilities 12,537 11,583 10,530 9,589 8,923
Current Liabilities 3,555 6,357 7,163 6,352 7,316
Total Equity and Liabilities 20,155 22,950 24,157 22,275 23,562

Financial Ratios CY2010 CY2011 CY2012 CY2013 2Q2014
Gross Margin 36% 28% 22% 26% 20%

EBITDA Margin 41% 31% 25% 31% 23%
Net Margin 8% 6% 9% 10% 11%
Adjusted EPS 1.20 2.02 3.76 3.17 2.56
Current Ratio 0.83 0.98 1.11 0.99 1.08
Adjusted Breakup Value Per Share 10.51 12.96 16.73 16.39 18.95
Long Term Debt to Equity Ratio 3.08 2.31 1.63 1.51 1.22
Return on Assets 2% 4% 6% 5% 4%
Return on Equity 11% 17% 25% 19% 14%
Notes:
1. As of June 30, 2014, the Company has a subordinated loan (unsecured) of US $ 6,898,215 (PKR 675,335,199)
from the original foreign currency loan of US $ 8,946,353 obtained from Orastar Limited incorporated
under the laws of British Virgin Island (BVI), duly registered with State Bank of Pakistan (SBP). The loan
carries a mark-up at the rate of 3 months LIBOR plus 3% per annum and payable in quarterly installments
in a period of six years subject to availability of surplus funds available for distribution. As per agreement,
the Company can also issue shares to Orastar Limited in lieu of repayment on mutually agreed basis.
2. As of June 30, 2014, the company has a trade debt of PKR 5,941.83mn receivable from NTDC. These are
secured by way of GoP guarantee under the Implementation Agreement and are subject to markup on
delayed payments at the rate of KIBOR + 4.5% p.a.
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a) Included in trade debts is an amount of PKR 477.56 million relating to capacity purchase price not acknowledged
by National Transmission and Dispatch Company (NTDC) as the plant was not fully available for power
generation. However, the sole reason of this under-utilization of plant capacity was non-availability of fuel
owing to non-payment by NTDC.
Since management considers that the primary reason for claiming these payments is that plant was available,
however, could not generate electricity due to non-payment by NTDC, therefore, management believes that
Company cannot be penalized in the form of payment deductions due to NTDC's default of making timely
payments under the Power Purchase Agreement. The company along with other IPPs has agreed with NTDC
to resolve the dispute through dispute resolution mechanism under PPA. Management feels that there are
meritorious grounds to support the Company's stance and such amounts are likely to be recovered. Consequently,
no provision for the above mentioned amount has been made in these financial statements.
b) Included in trade debts is an amount of PKR 239.68 million (2013: PKR 239.68 million) relating to capacity
purchase price not acknowledged by NTDC. The Company's management is under discussion with NTDC,
SNGPL and the Private Power and Infrastructure Board (PPIB) regarding the aforesaid amount. Based on the
advice of the Company's legal counsel, management is of the view that under the terms of Power Purchase
Agreement, Implementation Agreement and Gas supply Agreement, there are meritorious grounds that the
aforesaid amount would be accepted by the relevant authorities. Consequently, no provision for the above
mentioned amount has been made in these financial statements.
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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
Mr. Salim Saifullah Khan

House No. 3, Street No. 61, Chairman/Director Kohat Textile Mills Limited
F-6/3, Islamabad Mediterranean Textile Company

Mr. Javed Saifullah Khan, Saif Textile Mills Limited
House No. 27, Street No. 19, Director Transworld Associates (Pvt.) Limited
F-6/2, Islamabad Saif Healthcare Limited
Saif Energy Limited
Saif Wind Power Limited
Mediterranean Textile Company
Saif Energy Limited

Saif Wind Power Limited
Mr. Omar Saifullah Khan OMTEL (Pvt.) Limited
House No. 27, Street No. 19, Chief Executive/Director Softech Systems (Pvt.) Limited
F-6/2, Islamabad Mitmas (Pvt.) Limited
Transworld Associates (Pvt.) Limited

Saif Energy Limited
Mr. Anwar Saifullah Khan Gemini & Gemini (Pvt.) Limited
House No. II, Street No. 25, Director Saif Wind Power Limited
F-6/2, Islamabad Saif Textile Mills Limited
Kohat Textile Mills Limited
Lahore Compost (Pvt.) Limited
Saif Healthcare Limited
Capital Compost (Pvt.) Limited
Utopia Developers (Pvt.) Limited
Sharmai Hydro Limited

Mr. Osman Saifullah Khan Saif Textile Mills Limited
House No. II, Street No. 25, Director Saif Energy Limited
F-6/2, Islamabad Saif Wind Power Limited
Saif Healthcare Limited
KSK Investments (Pvt.) Limited
Sharmai Hydro Limited
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Saif Energy Limited
Mr. Jehangir Saifullah Khan Saif Textile Mills Limited
House No. 27, Street No. 19, Director Saif Holdings Limited
F-6/2, Islamabad Sharmai Hydro Limited
LNG Infrastructure (Pvt.) Limited
Saif Textile Mills Limited

Mr. Jehangir Saifullah Khan Saif Energy Limited
HMs. Hoor Yousafzai Director KSK Investment (Pvt.) Limited
House No.4, Street No 27, Lahore Compost (Pvt.) Limited
F-6/2, Islamabad Saif Healthcare Limited
LNG Infrastructure (Pvt.) Limited
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 EXCHANEG(S)
Following is the dividend history of the listed companies in which directors are holding directorships:
Cash Dividend Jun 11 Jun 12 Jun 13 Jun 14
Kohat Textile Mills Limited - - 12.50% 12.50%

Saif Textile Mills Limited 20% 20% 25% 25%
7.4. KEY MANAGEMENT PROFILE
7.4.1 Mr. Sohail H. Hydari - Chief Operating Officer & Chief Financial Officer
Mr. Sohail Hydari holds an MBA (Finance) from the Institute of Business Administration - Karachi. He
also holds professional qualification in Banking from Pakistan and qualification in insurance from the
United Kingdom.
Mr. Sohail Hydari's 33 years corporate career has provided him with a diversified experience in different
industries and in different countries including international banking, value added textiles and power
generation. He is associated with power generation projects for the last 15years. He has been in charge
of Saif Power Project from the beginning and is responsible for all operational, legal, commercial and
financial matters.
7.4.2 Mr. Ghiasul Hassan - General Manager Power Plant
He is a mechanical engineer with over 30 years of experience in power industry both in public sector
entities and IPP's. He has also worked for some time as O & M representative. He has the requisite
knowledge and experience of handling the plant in all situations.
7.4.3 Mr. Hammad Mahmood - GM Finance
Mr. Hammad is an associate member of Institution of Chartered Accountant of Pakistan. He is with Saif
Power from March 01, 2007 and is supporting the COO in financial and commercial matters.
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7.4.4 Mr. Sabir Khan - Company Secretary
Mr. Sabir Khan is a fellow member of Cost & Management Accountants of Pakistan and he has associate
membership of the Institute of Corporate Secretaries of Pakistan. He has thirteen years of experience in
the corporate sector. He is associated with the Saif group as Company secretary since December 2012.
7.5. PROFILE OF DIRECTORS
7.5.1 Mr. Javed Saifullah Khan - Director
Mr. Khan is the Chairman of Saif Group of Companies. He joined the Group in 1973 and since 1981 he
has headed the Group, and has been responsible for promoting new ventures and transforming the Group
into the diversified business it is today.
Mr. Khan is a globally acclaimed business leader with deep and comprehensive expertise in introducing
new projects in emerging markets. He is credited with launching Mobilink, the first ever GSM cellular
company in the subcontinent, in JV partnership with Motorola. He also developed Trans World Associates,
Pakistan's first private sector undersea fiber optic cable system of 1300 KM between Pakistan, Oman and
UAE. His efforts led to development of the Mediterranean Textile Company in Egypt as a JV of Saif
Group with local Egyptian partners. MTC produces yarn for the premium segment of the European shirting
market and is one of the top exporters of Egypt in textile spinning industry.
In recognition of his expertise of Pakistan's corporate sector and his services to bringing foreign direct
investment into Pakistan, the Government of Pakistan awarded him the prestigious Sitara-e-Imtiaz in 2007.
He continues to serve as Member - Board of Investment, Government of Pakistan. He has served twice
as Chairman of All Pakistan Textile Mills Association (APTMA). He also formerly served as Member
Board of Directors of Pakistan International Airlines (PIA), Habib Bank Limited, and Mobilink.
Mr. Khan graduated with a BA in Economics & History from Carnegie Mellon University and went on
to receive his MBA from the University of Pittsburgh in 1973.
7.5.2 Mr. Salim Saifullah Khan-Chairman/ Director
Mr. Khan is a former elected member of Senate of Pakistan and was the Chairman, Senate Standing
Committee on Foreign Affairs, Kashmir Affairs and Gilgit-Baltistan. Mr. Khan has had an illustrious
political career where he held important political offices and ministerial portfolios both in the Federal and
Provincial Governments. These included:
Affairs and Gilgit-Baltistan. Mr. Khan has had an illustrious political career where he held important
political offices and ministerial portfolios both in the Federal and Provincial Governments. These included:
Federal Government
Minister for Inter-Provincial Coordination
Minister for Housing and Works
Minister for Commerce
Minister for Petroleum and Natural Resources
Provincial Government (KPK)
Minister for Finance, Industries, Population Welfare and Environment
Minister for Industries, Commerce, Labor and Mineral Development
Minister for Finance and Industries
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Political Offices
Former President PML- KPK
Former Secretary General PML- Central
He has also represented Pakistan in numerous international conferences as Head of Pakistan's parliamentary
delegations.
Besides his political career, Mr. Khan has also developed a strong repute in the corporate sector of Pakistan.
He has in the past represented various local trade bodies including as:
Chairman All Pakistan Textile Mills Association (APTMA)

Chairman All Pakistan Flour Mills Association- KPK Zone
Member Advisory Council Economic Affairs, Government of Pakistan
He is currently the Co-Chairman of Lucky Cement Ltd, Pakistan's largest cement manufacturer and also serves
as a Member of the Governing Council of Society for the Promotion of Engineering Sciences and Technology
(SOPREST). He is a lifetime member of Lahore Press Club and also holds the prestigious position of being
the Honorary Council General for Republic of Turkey.
His active political career in chronological sequence is as follows:
Political Offices held:
2011 to date Honorary Consul General of Republic of Turkey, Peshawar.
2009 to 2013 President Pakistan Muslim League
May 10 to Mar, 12 Chairman Senate Standing Committee on Foreign Affairs
Mar 2006 to Mar, 12 Member Senate of Pakistan
2003 to 2004 Secretary General of Pakistan Muslim League
2001 to 2003 President of Pakistan Muslim League NWFP
1997 Re-elected Member of Provincial Assembly
1993 Elected MPA and Deputy Leader of Opposition N.W.F.P
1990 to 1994 Chief Organizer, Pakistan Muslim League, NWFP
1990 Member Provincial Assembly
1987 Member Finance Economic Affairs Planning & Development
1986 Member, National Finance Commission Govt. of Pakistan.
1986 Member, Senate Committee on Commerce & Production.
1985 to 1991 Elected as Senator
Ministerial Offices held:
Federal
2006 to 2008 Federal Minister for Inter Provincial Coordination
1986 to 1987 Minister for Housing & Works
1985 to 1986 Minister for Commerce
1985 Minister for Petroleum and Natural Resources
Provincial
1993 Minister for Finance, Industries, Population Welfare & Environment.
1990 to 1993 Minister for Industries, Commerce, Labor & Mineral Development Govt. of NWFP
1981 to 1985 Minister for Finance & Industries, Govt. of NWFP
Professional Achievements:
2003 to date Member of the Board of Governors of the Ghulam Ishaq Khan Institute (GIK),
(Center of excellence for Science & Technology)
1994 to date Co-Chairman, Lucky Cement Ltd.
1973 Member Advisory Council Economic Affairs, Government of Pakistan
1973 to 1976 Chairman All Pakistan Flour Mills Association, NWFP Zone Peshawar
1978 Member Executive Committee, All Pakistan Lawn Tennis Association.
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1978 Chairman APTMA, All Pakistan Textile Mills Association Member Price
Commission, Government of Pakistan Vice Chairman, All Pakistan Mills Association,
Karachi
1974 to 1976 Chairman, All Pakistan Textile Mills Association, NWFP Zone Peshawar
Education:
F Sc. (Distinction) (Edward College, Peshawar)
BS Mechanical Engineering (Carnegie Mellon University, USA 1968)
Clubs' membership:
Lifetime membership: Lahore Press Club
Membership: Peshawar Press Club
7.5.3 Mr. Omar Saifullah Khan - Chief Executive Officer & Director
Omar Saifullah Khan is the Chief Executive Officer of SPL and also a Director of Saif Holdings Ltd. He
joined the Saif Group in 2005.
Mr. Omar S Khan holds a bachelors degree in Applied Economics & Business Management from Cornell
University, an MS in Information and Telecommunication Systems from Johns Hopkins University and
an MBA from Columbia University.
His areas of expertise include global and regional business issues, priorities of capital and financial flows
w i t h a s p e c i a l f o c u s o n t h e Te l e c o m m u n i c a t i o n s a n d P o w e r G e n e r a t i o n s e c t o r s .
7.5.4 Mr. Anwar Saifullah Khan - Director
Anwar Saifullah Khan is Co-Chairman of the Saif Group of Companies. He is also the Chairman of a
number of the Group companies including Saif Energy and Lahore Compost.
He holds a MA in Political Science from the University of Peshawar, a MA in Politics, Philosophy and
Economics from Christ Church - the University of Oxford, United Kingdom and a Masters in Public
Administration from the University of Southern California, USA.
Anwar Saifullah Khan joined the civil services of Pakistan in 1970. He held a number of command and
administrative posts. He was the Consul General of Pakistan in Montreal, Canada 1980/84. He resigned
from the Civil Services in 1984 to join the family business.
He is a prominent politician in Pakistan. He hails from District Lakki Marwat and has remained a Federal
Minister under the Premiership of both Muhammad Nawaz Sharif and Benazir Bhutto. He was elected as
a member of the National Assembly (Parliament), 1988-1990. From 1990 to 1997 he was a Senator. He
was Minister for Environment and Urban Affairs (1991-93). From 1994-96, he was the Federal Minister
for Petroleum and Natural Resources. He has also remained a Member of KPK Assembly from 2008-2013.
7.5.5 Mr. Osman Saifullah Khan - Director
Osman Saifullah Khan was elected unopposed to the Senate of Pakistan in March 2012. He is a member
of the Pakistan Peoples Party (PPP) and represents the Federal Capital Islamabad. Mr. Khan serves on
four Senate Standing Committees: (i) Finance (ii) Information Technology & Telecommunications (iii)
Petroleum & Natural Resources, and (iv) Planning and Development. Before his election to the Senate,
Osman Saifullah Khan held a variety of strategic and operating roles with the Saif Group, a diversified
industrial and services conglomerate headquartered in Islamabad, Pakistan. Mr. Khan joined the Saif
Group in 1995, and today leads the textile manufacturing businesses of the Group. He is also a member
of the board at the Group's power generation, oil and gas exploration, healthcare, telecommunications and
software development companies. Since 2010, Osman Khan has also led the Group's Principal Investing
and its Business Development teams.
Page 60 of 88
Osman Khan has remained a member of the Board of Management of Pakistan State Oil (PSO), Pakistan's
largest corporation. He is associated with various industry advocacy platforms, is a member of the Pakistan
Business Council (PBC), and has remained Chairman of the All Pakistan Textile Mills, APTMA, Khyber
Pakhtunkhwa region. He serves on the Advisory Committee to the Planning Commission of Pakistan, is
a member of the Policy Board of the Securities and Exchange Commission of Pakistan (SECP) and is also
an Advisor to the President, Ghulam Ishaq Khan Institute of Engineering Sciences (GIKI). Osman Khan
is a member of the Young Presidents Organisation (YPO).
Osman has a Master's degree in Engineering, Economics and Management from Christ Church, University
of Oxford (1995), where he was a Britannia Scholar and a Master's degree in Business Administration
(MBA) from the Graduate School of Business, Stanford University (2009).
Osman Saifullah Khan was born in Peshawar, Pakistan in 1972.
7.5.6 Mr. Jehangir Saifullah Khan - Director
Jehangir Saifullah Khan joined the Group after graduating from University of Virginia, USA in 2001.
After successfully managing the Group's Textile operations for three years, he moved to Saif Telecom,
where he was involved in developing and securing financing for Pakistan's first under-sea fiber optic cable
system TW-1.
He is presently the Chief Executive Officer of Saif Energy Ltd.
Mr. Khan has worked with Merrill Lynch, Solomon Smith Barney and ABN AMRO Bank while being a
student. He is also the member of the Young Presidents Organization (YPO). He has also served as member
executive committee of the prestigious Pakistan Petroleum Exploration & Production Association (PPEPCA)
in Pakistan.
7.5.7 Ms. Hoor Yousafzai - Director
Mrs. Hoor Yousafzai is a director at Saif Group of Companies and holds the position of CEO at both
Lahore Compost Pvt Limited and Saif Health Care. Saif Group is one of Pakistan's leading business groups
engaged in a diversified portfolio including telecommunication,
power generation, textile, oil and gas exploration, real estate development, and health care. Mrs. Yousafzai
is also responsible for leading the development and implementation of corporate taxation and regulatory
compliance of Saif Group, and assisting the Chairmen with strategic planning and fiscal policy.
As CEO of Lahore Compost Pvt Ltd, Mrs. Yousafzai has been the driving force behind obtaining certification
of emission reduction from the World Bank, which has lead to positive CER generation and sales growth
at Lahore Compost Pvt Ltd. Mrs. Yousafzai has been responsible for the project's categorization as a CDM
project, one of the very few in the region of South East Asia. She has also played a pivotal role in Lahore
Compost PvtLtd's Joint Venture with Lafarge Industrial Ecology for the procurement of inorganic waste
residue to replace coal in the cement industry.
Mrs. Yousafzai holds a Master's Degree in Economics and Computer Sciences and is an Associate Member
of Institute of Chartered Accountants of Pakistan (ACA). Prior to joining Saif Group, she worked at KPMG
for several years.
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.
Page 61 of 88
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
Pursuant to the article 64 of the articles of association of the Company, each elected director other than the
chairman, chief executive and any full time working directors are to receive a sum not exceeding PKR 500 for
each meeting of the directors attended by such director. The remuneration of a director for performing extra
services including the holding of the office of a chairman is to be determined by the Company in general
meeting.
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 as whole-time
executive of 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
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 2011. The next election of directors is due on or before 31 October 2014.
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:
i. Mr. Anwar Saifullah Khan
ii. Mr. Salim Saifullah Khan
iii. Mrs. Hoor Yousafzai
7.14. HUMAN RESOURCE AND REMUNERATION COMMITTEE
The Company has formed Human Resource and Remuneration Committee comprising of the following members:
1. Mr. Salim Saifullah Khan- chairman

2. Mr. Anwar Saifullah Khan - member
3. Mrs. Hoor Yousafzai - member
Page 62 of 88
The Committee is responsible for:
i. Recommending human resource management policies to the Board
ii. Recommending to the Board the selection, evaluation, compensation (including retirement benefits) and succession
planning to the CEO
iii. Recommending to the Board the selection, evaluation, compensation (including retirement benefits) of the COO,
CFO, Company Secretary and Head of Internal Audit
iv. Consideration and approval on recommendation of CEO on such matters for key management positions who
report directly to CEO and COO
7.15. INTERNAL AUDIT
The Board has setup an effective internal audit function managed by 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.
7.16. BORROWING POWERS OF DIRECTORS
Subject to the provisions of the Ordinance, and pursuant to article 31 of the Company's article of association, 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 expedient provided that
the amount for the time being remaining un-discharged of moneys borrowed shall not at any time without the previous
sanction of any Ordinary Resolution of the Company in general meeting exceed the issued share capital for the time
being of the Company.
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 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 122 of the Company's articles of association, every director, chief executive and other officer or
servant of the Company shall be indemnified by the Company against any liability incurred by him in defending any
proceedings, whether civil or criminal, except those brought by the Company against him, arising out of his dealing
with affairs of the Company in which judgment is given in his favor or in which he is acquitted.
Such indemnification shall be carried out also in respect of any related and reasonable costs, losses and expenses
(including traveling expenses) which such officer or servant may incur by reason of any contract entered into or any
act or thing done or omitted to be done by him as such officer or servant in the course of his duties and in particular,
but without prejudice to the generality of the foregoing, proceedings under Section 488 of the Ordinance in which relief
is granted to him, either wholly or partly, from his liability on terms specified by the Court, Authority, an officer
authorized by Authority or the Registrar, as the case may be.
7.19. INVESTMENTS IN ASSOCIATED COMPANIES
The Company has not made any investment in any of associated companies nor has any resolution been passed for
investment in associated companies under Section 208 of the Ordinance.
7.20. INVESTMENT IN SUBSIDIARIES
The Company has not sponsored nor acquired any subsidiaries nor has any resolution been passed for sponsoring or
acquiring any subsidiaries.
Page 63 of 88
PART 8
8 MISCELLANEOUS INFORMATION
8.1 REGISTERED OFFICE Saif Power Limited

Kulsum Plaza, Blue Area
Islamabad
Website: http://www.saifgroup.com/power.php
Tel: 051-2276082
Fax: 051-2201110
Email: Sohail.hydari@saifgroup.com
8.2 BANKER TO OFFER (BOOK BUILDING Habib Bank Limited

PORTION)
8.3 BANKERS TO OFFER (GENERAL PUBLIC 01 Allied Bank

PORTION) 02 Askari Bank
03 Bank Al Falah
04 Bank of Punjab
05 Faysal Bank
06 Habib Bank
07 Habib Metro Bank
08 NIB Bank
09 Summit Bank
10 Silk Bank
11 United Bank Limited
8.4 BANKERS TO THE COMPANY 1. Allied Bank Limited

2. Askari Bank Limited
3. The Bank of Punjab
4. Faysal Bank Limited
5. Habib Bank Limited
6. National Bank Limited
7. Pak Brunei Investment Company
8. Pak Oman Investment Company Limited
9. Saudi Pak Industrial and Agricultural Investment
Company Limited
10. United Bank Limited
11. Bank Albaraka (Pakistan) Limited
12. Bank Islami Pakistan Limited
13. Summit Bank Limited
8.5 AUDITORS KPMG Taseer Hadi& Co.
"Chartered Accountants"
6th Floor, State Life Building No.5
Jinnah Avenue, Blue Area,
Islamabad.
Tel: 051-2823558
Fax: 051-2822671
Email: islamabad@kpmg.com
8.6 LEGAL ADVISOR TO THE COMPANY Salahuddin, Saif & Aslam (Attorneys at Law)
& THE OFFER 31-A, Nisar Colony
Cantt, Lahore
Tel: 042-36672773, 36601425
Fax: 042-36680793
Email: ssa.attorneys@gmail.com
Website: www.ssa-law.com
Page 64 of 88
THK Associates (Pvt.) Limited
2nd floor, State Life Building No. 3,
8.1 COMPUTER BALLOTER AND Dr. Ziauddin Ahmed Road,
SHARES REGISTRAR Karachi
Tel: 021 - 111 000 322
Fax:021 - 35655595
Habib Bank Limited

01-HBL Plaza,
I.I. Chundrigar Road, Karachi
Tel: 021-32418000 Ext. 2741
Fax: 021 32435914
Email: khurram.khan@hbl.com
Website: www.hbl.com
Allied Bank Limited

8.2 JOINT ADVISORS AND LEAD MANAGERS Bath Island Building, Main Clifton Road,
Bath Island, Karachi
Tel: 021-35301040
Fax No. 021-35301054
Email: Tariq.ali@abl.com
Website: www.abl.com
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
Arif Habib Limited

Arif Habib Center,
8.3 BOOK RUNNER 23, MT Khan Road, Karachi
Tel: 021-32468117
Fax: 021-32429653
Email: zeshan.afzal@arifhabibcorp.com
Website: www.arifhabibltd.com
8.10 MATERIAL CONTRACTS / DOCUMENTS
8.10.1. General Public Underwriting Agreements

Underwriter Number of Shares Amount (PKR) Date
Allied Bank Limited 8,400,000 252,000,000 October 2, 2014
Habib Bank Limited 2,000,000 60,000,000 October 3, 2014
Arif Habib Limited 1,677,000 50,310,000 October 3, 2014
8.10.2. Due Diligence Reports of the Underwriters

Underwriter Date
Allied Bank Limited October 9, 2014
Habib Limited October 10, 2014
Arif Habib Limited October 10, 2014
Page 65 of 87
8.10.3. Pre-IPO Private Placement Agreements
Investor Amount Invested Date

Allied Bank Limited 250,002,000 3rd July 2014
Arif Habib Limited 97,821,000 14th July 2014
8.10.4. Material Agreements
S.No Nature / Title Counter Party Execution Brief Description

of Agreements Date
1 Power Purchase Agreement National Transmission & 30-Apr-07 It determines the contractual
Dispatch Company Limited terms of the sale and purchase
of electricity between the two
parties. Its term is 30 years.
2 Implementation Agreement President, Islamic Republic 13-Jul-07 It guarantees payments to the
of Pakistan Company if defaulted by the
Power Purchaser.
3 HSD Supply Agreement Shell Pakistan Limited 17-Sep-07 It is HSD Supply Agreement
with Shell Pakistan Limited for
12 years.
4 Gas Supply Agreement Sui Northern Gas Pipelines 15-Jan-07 Gas Supply Agreement signed
Limited with the Sui Northern Gas
Pipelines Limited for 25 years.
5 Operations & Maintenance General Electric 7-Aug-07 It is for approximately 18 years
Agreement International Inc. & General whereby GE is responsible for
Electric Energy Parts Inc. the entire plant operations and
maintenance.
8.10.5. Financing Agreements
Long Term Finance Facilities
Facility Facility
S.No Nature / Title Counter Execution Amount as
of Agreements Party Date Brief Description Amount on 30th
(PKR Mn.) June 2014
1 Senior Finance Financial Institutions 27-Aug-07 Financing of the Project 10,727.528 8,181,.78
Facility Agreement (Senior Lenders)
(SFA)
2 Term Finance Financial Institutions 20-Oct-09 Financing for the Cost 2,180.00 1,676.32
Facility Agreement (TF Lenders) Overrun
(TFFA)
3 Term Finance Habib Bank Ltd. 13-Nov-13 Facility for import of parts 200.00 200.00
Facility (TFF) & services (Loan
agreement of 275M with
restriction up to 200M due
to security limitation as
mentioned in offer letter)
13,107.53 10,058.10
Page 66 of 88
Notes:
1. Senior Finance Facility Agreement (SFA): This represents a syndicated senior facility of PKR 10,727.5 million
obtained from a consortium of nine banks led by Habib Bank Limited, an agent bank. The facility carries mark-up at
the rate of 3 months KIBOR plus 3% per annum with no floor or cap and payable in quarterly installments in a period
of ten years, started from 30 June 2010. The facility is secured against immovable property located at Sahiwal, project
receivables, sponsors' shares constituting 51% of total issued share capital of the Company, lien over project accounts
and all present and future assets and properties of the Company for an amount of PKR 27,210.47 million (31 December
2013: PKR 27,210.47 million).
PKR m 30 June 2014

National Bank of Pakistan 1,906.73
Habib Bank Limited 1,906.73
United Bank Limited 1,906.73
Allied Bank Limited 915.23
Faysal Bank Limited 381.35
Askari Bank Limited 381.35
Bank of Punjab 381.35
Pak Oman Investment Company Limited 228.81
Saudi Pak Industrial & Agricultural Investment Company Limited 173.53
8,181.78
2. Term Finance Facility Agreement (TFFA): This represents a syndicated term finance facility of PKR 2.18 billion
obtained from a consortium of eight banks led by Habib Bank Limited, an agent bank. The facility carries mark-up at
the rate of 3 months KIBOR plus 3% per annum with no floor or cap and payable in quarterly installments in a period
of ten years, started from 30 June 2010. The facility is secured against immovable property located at Sahiwal, project
receivables, sponsors' shares constituting 51% of total issued share capital of the Company, lien over project accounts
and all present and future assets and properties of the Company for an amount of PKR 2,906.66 million (31 December
2013: PKR 2,906.66 million).
PKR m 30 June 2014

National Bank of Pakistan 390.64
Habib Bank Limited 390.64
United Bank Limited 390.64
Allied Bank Limited 187.51
Faysal Bank Limited 78.13
Askari Bank Limited 78.13
Saudi Pak Industrial & Agricultural Investment Company Limited 35.63
Pak Brunei Investment Company Limited 125.01
1,676.32
3. Term Finance Facility (TFF): This represents the facility obtained from Habib Bank Limited subject to a maximum
limit of PKR 275 million equivalent to US $ 2.50 million for a period of 2 years from the date of first disbursement
i.e. 06 December 2013. The facility carries a markup of 3 months KIBOR plus 0.9% and is secured from Bank of
Singapore Stand by letter of credit (SBLC) of USD 21.096 million with 2.5% margin.
Page 67 of 88
Working Capital Finance Facilities
Facility Facility
(PKR Mn.) June 2014
4 Working Capital Financial Institutions 22-Apr-10 Original agreement was 4,750.00 1,326.17
Finance Facility consortium entered into on said date
for PKR 2.1B.
1st amendment made on
02-Jun-11 to add some new
terms.
2nd amendment entered
into on 03-Aug-11 to
enhance limit to PKR 3.5B.
3rd amendment made on
23-May-12 for renewal of
further one year. 4th
amendment entered into on
17-Apr-13 to enhance the
limit to PKR 4.75B.
5 Working Capital Habib Bank Ltd. 31-Oct-12 Financing for working 700.00 574.00
Finance Facility II capital requirement
6 Islamic Finance Al-Baraka Bank 15-Aug-13 Financing for working 500.00 299.88
Facility capital requirement
7 Islamic Finance Bank Islami Pakistan 29-Jan-14 Financing for working 500.00 200.80
Facility Ltd. capital requirement
8 Islamic Finance Dubai Islamic Bank 22-May-14 Financing for woring 300.0 297.93
Facility capital requirement
The facility will be secured 300.00 300.00
by a Pari Passu
Running Finance Summit Bank Limited 24-June-14 Hypothecation charge of
(RF) . Rs. 300-million on Energy
and Purchase Price
Receivables and
hypothecation on stock of
HSD
7,050 2,998.78
Other Short Term Finance Facilities

Facility Facility
(PKR Mn.) June 2014
8 Finance Facility Habib Bank Ltd. 30-Jan-13 LC utilization, import of 850.00 376.43
9 Finance Facility Habib Bank Ltd. 03-Dec-13 part & equip.
10 Finance Facility Habib Bank Ltd. 03-Dec-13 To meet the funds deficit 265.00 265.00
Retirement of LC for 78.00 77.83
import of parts
1,193.00 719.26
Page 68 of 88
8.10.6.Summary of Material Contracts
Power Purchase Agreement ("PPA") with National Transmission & Dispatch Company Limited
The Company and the Power Purchaser (herein referred to as the "Parties") have entered into a Power Purchase
Agreement dated 30 April, 2007 (the "PPA") for SPL to generate and supply NTDCL with two hundred and nine (209)
MW of electricity (the "Contract Capacity"). The Company has been granted an electricity generation license by the
National Electric Power Regulatory Authority ("NEPRA"), which guarantees sale and delivery of the Contract Capacity
by the Company to NTDCL.
The Power Purchaser takes delivery and pays the Company for the dispatched and delivered net electrical output. The
Power Purchaser is liable to pay for the capacity payments and energy payments on monthly basis on the premises of
hourly available capacity. The term of the PPA is thirty (30) years from the occurrence of financial close of the Project.
The following table shows the history of quarterly tariff adjustment approved by NEPRA:
Tariff Components Reference Revised Revised Revised

Oct - Dec 2013 Jan - Mar 2014 Apr - Jun 2014
Capacity Charge (Rs/KW/Hr)

Fixed O&M (Local) 0.0792 0.0951 0.0979 0.0967
Fixed O&M (Foreign) 0.1016 0.1371 0.1363 0.1277
Insurance 0.0933 0.0921 0.0921 0.0921
Cost of Working Cap (Gas) 0.0424 0.0339 0.0357 0.0360
Cost of Working Cap (HSD) 0.0909 0.0726 0.0764 0.0772
Return on Equity 0.3824 0.4803 0.4789 0.4457
ROEDC 0.1129 0.1418 0.1414 0.1316
Debt Servicing 1.3848 1.2222 1.2592 1.2685
Total Capacity Charge (Gas) 2.196 2.2025 2.2415 2.1983
Total Capacity Charge (HSD) 2.2451 2.2412 2.2822 2.2395
Energy Charge (Rs/KWh)
Variable O&M - Foreign (Gas) 0.2650 0.3577 0.3554 0.3332
Variable O&M - Foreign (HSD) 0.3825 0.5163 0.5130 0.4809
Indexation Values
WPI (Manufacturers)/CPI 154.720 185.710 191.210 189.00
US CPI 217.631 233.877 233.069 234.781
Exchange Rate 84.000 105.500 105.20 97.90
KIBOR 12.34% 9.43% 10.09% 10.18%
Hours in Quarter 2,208 2,160 2,184
Major provisions of the PPA are as follows:
1. The PPA became effective in its entirety upon financial closing of the Project and continues in full force and effect for
a period of thirty (30) years.
Page 69 of 88
2. The terms of the PPA envisages the Company to engineer, construct, insure, commission, operate and maintain an
approximately 231 MW (gross ISO) dual-fuel, gas and high speed diesel, electric power generation facility (the
"Complex") located in Sahiwal, Punjab, Pakistan (the "Site").
3. NTDCL has contracted to purchase a total net generation capacity of 209 MW produced by SPL for a period of thirty
(30) years at reference (COD) tariff on Gas at US cents 6.6765 per KWh which will change quarterly after indexation
and on HSD at US cents 18.4734 per KWh which will change quarterly after indexation.
4. The Contract Capacity generation can be enhanced to the initial tested capacity under the PPA.
5. The payment charge is based on available capacity up to the Contract Capacity and all of the dispatched and delivered
net electrical output up to the interconnection point.
6. The tariff structure consists of fixed and variable charges, incentive payment(s) if any plus foreign exchange adjustments
and any pass through items as determined under the PPA.
7. The Company may undertake scheduled outages only according to the schedule that have has been proposed by the
Company.
8. The Company has to ensure that through one or more fuel supply agreement(s) it has procured from a reliable fuel
supplier and transporter supplies of fuel and the capacity to process, transport, store and handle such fuel for use at
the Complex to comply with its electricity generation commitments.
9. The Company is required to maintain and store at all times after the COD, High Speed Diesel ("HSD") fuel at least
equivalent to the requirements for seven (7) days consumption at full load and during any period of non-firm gas
delivery, the Company shall maintain an inventory of HSD fuel of fifteen (15) days at full load.
10. The Company has at its own expense installed the metering systems and back up metering systems for determining
Net Electrical Output to the Interconnection Point for Sale to NTDCL. NTDCL is responsible for the design, construction,
financing, completion, and commissioning of the NTDCL interconnection facilities.
11. The Company is required to maintain throughout the term insurance policies and coverage with respect to the Complex
such as: (a) machinery breakdowns insurance, (b) fire and other natural hazards, (c) third party liability insurance.
12. The Company is at all times to keep the complex free and clear of any liens other than those in favour of the lenders
except for the purposes of financing the project, in connection with the financial closing.
13. Upon occurrence of any circumstance beyond reasonable control of a party and/or force majeure event after the
Commercial Operations date, the Power Purchaser shall pay to the Company, Energy payments for Net Electrical output
delivered during pendency of such force majeure event plus Capacity payments for the Available capacity that the
Company is able to provide during the pending of the force majeure event.
Page 70 of 88
Implementation Agreement ("IA") with the GOP
SPL and the president of Pakistan, for and on behalf of the Islamic Republic of Pakistan ("GOP"), have entered into
an Implementation Agreement dated 13 July 2007 (the "Agreement") with respect to certain milestones to be achieved
with regard to the design and running maintenance of the complex, and includes schedules for past, present and future
payments in favour of Pakistan Power and Infrastructure Board ("PPIB"), State Bank of Pakistan ("SBP"), NEPRA,
Oil and Gas Regulatory Authority, Pakistan Environmental Protection Agency ("PEPA"), and various other ministries
and divisions of the GOP. Under this Agreement, the Company has agreed to design, insure, finance, construct and
commission the complex in line with the PPA and the applicable laws of Pakistan.
Major Provisions of the Agreement are as follows:
1. The term of the Agreement, unless terminated earlier, runs until the thirtieth (30th) anniversary of the COD, which was
declared within the timeline contained therein.
2. Under the Agreement, the Company agreed to identify the site for the complex, and to arrange for all consents and
applications to the relevant authorities, and to issue quarterly reports on the status of such consents. Further, if any
problems or lapses of consent occurred, they would have to be reported within three (3) days of such notification.
3. Pursuant to the Agreement, the GOP is to support and attach "non-discriminatory" conditions for any issuance or renewal
of consents to the Company, and provide ample time for renewal in the event of receipt of written notices in this regard.
4. With respect to certain disputes, barring consents/insurance/taxes/termination, any settlement or waiver in writing under
the PPA shall be binding on the GOP with respect to disputes based on similar facts and issues (the "Double Jeopardy
rule").
5. The Company will not be subject to taxation in Pakistan on profits and gains derived as provided under the PPA. The
Company shall maintain insurance from internationally reputable insurance companies.
6. Under this Agreement, the Company was entitled, prior to COD, to import with exemption from Sales tax, but subject
to applicable customs duty not exceeding five percent (5%), including plant machinery and equipment of foreign
manufacture necessary for running the complex. The same shall apply for imports necessary to remedy any defects or
effect repairs at the complex.
7. The Company is permitted to maintain and operate foreign currency accounts in order to effect requirements under
Financing Agreements and PPA as needed. All transactions of the Company related to the Project requiring foreign
exchange must be initiated through local bank accounts in Pakistan, in line with guidance issued in the Foreign Exchange
Manual and forms provided by the SBP.
8. The Company is entitled to create a security interest in favour of the Lenders of the Company. A schedule for debt
repayment has been provided to PPIB prior to Financial Close, along with copies of executed Financing Documents
after Financial Close.
9. A "Company Event of Default" may lead to termination of the Agreement by GOP, if the Company fails to comply with
the given timelines for consents and approvals, unless such default is a result of breach by the GOP, or breach by the
Power Purchaser under the PPA. If a Company Event of Default takes place, or termination following a change in Law,
the GOP would have the right to acquire the complex whilst simultaneously paying a compensation amount as set out
in the Agreement.
Page 71 of 88
Gas Supply Agreement with Sui Northern Gas Pipelines Limited
SPL (the "Buyer") and Sui Northern Gas Pipelines Limited ("SNGPL" or the "Seller") have entered into a Gas Supply
Agreement (the "GSA") dated 15 January 2007 with respect to the sale and purchase of natural gas in the provinces
of Punjab and KP (formerly "NWFP"), Pakistan. The Seller is an authorized and licensed distributor of natural gas in
Pakistan. The purpose of the GSA is for the Buyer to purchase natural gas from the Seller for use as fuel at the Plant.
Major provisions of the GSA are as follows:
1. The term of the GSA currently in place extends through the term of the PPA, but it may be terminated concurrently
with the Implementation Agreement or the PPA if the Buyer so wishes. Similarly, the terms of gas allocation may also
be extended subject to approval of the GOP.
2. As per ECC decision HSD operations are now allowed for entire tenor of PPA whenever gas is not available.
3. In volume terms, the Seller must deliver Gas having a gross calorific value ("Gross Calorific Value (GCV")) of nine
hundred and thirty (930) BTUs per Standard Cubic foot, and meet the Buyer's daily requirement of thirty five thousand
three hundred and forty (35,340) MMBTUs. There is no obligation on the Buyer to accept any gas having a GCV lower
than eight hundred and seventy (870) BTU.
4. In price terms, the gas price for all gas under the GSA is the price in Pak Rupees per MMBTU as notified by the Oil
and Gas Regulatory Authority ("OGRA") from time to time.
5. Prior to the commissioning date, the Buyer furnished the Seller with a security deposit (the "Gas Supply Deposit"),
in the form of a bank guarantee, equivalent to three (3) months of estimated deliveries, which could be used by the
Seller if the Buyer fails to pay any dues. During any "as-available" period, it may be used for Project Financing, in
the absence of a new mechanism between the Parties.
6. During any testing or measuring exercise by the Seller, if there is any malfunction leading to loss of ability to measure
gas dispatches, the actual dispatch would be determined on the basis of the Buyer's back-up meters.
7. The Buyer has the option to notify the Seller, via notice, to refuse any delivery of natural gas not conforming to the
required standard; in return, the onus is on the Seller to immediately rectify any such non-conformity.
High Speed Diesel Supply Agreement with Shell Pakistan Limited
SPL and Shell Pakistan Limited (the "HSD Supplier") entered into High Speed Diesel ("HSD") Supply Agreement on
17 September2007 (the "Agreement"). The Agreement guarantees the supply of HSD and additives including lubricants
and grease for use as fuel at the power generation complex.
The price of HSD shall be determined on the date of dispatch, as notified by the government of Pakistan ("GOP"), or
price established by Oil and Gas Regulatory Authority (OGRA) or any other relevant authorized body of the GOP. The
terms of the Agreement, mandates that the HSD Supplier is required to maintain a minimum of fifteen (15) days
equivalent supply/stock at full load based on the complex running at one hundred (100) percent of the Contract Capacity.
The HSD Supplier is to deliver to the Company at the Site the entire quantity of the fuel underlying such firm order,
plus or minus fifteen (15) percent, and subject to a maximum quantity of one million (1,000,000) liters of HSD per
day throughout the Term of the Agreement.
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Major Provisions of the Agreement are as follows:
1. The term of the HSD Agreement currently in place extends to the 12th anniversary of the COD under the PPA.
2. The Agreement mandates the supply and delivery of HSD and additives including lubricants and grease for use as fuel
at the delivery point of the complex.
3. HSD delivered to the Company shall meet the relevant specifications, which includes customs and practices as applied
by the American Petroleum Institute and the American Standards Testing for Materials.
4. The quality of lubricating oils and greases has to be in accordance with the specification of equipment manufacturers.
5. As per the Agreement, the Company notifies the HSD Supplier of its monthly requirements through firm orders at least
sixty (60) days in advance and HSD Supplier makes arrangements for the supply in a timely manner.
6. The Company may place a firm order up to a maximum of one million (1,000,000) liters of HSD per day throughout
the term of the Agreement.
7. The Company's HSD storage tanks have a capacity equal to at least fifteen (15) days of operation of the complex at
one hundred (100%) percent of the contract capacity.
8. The Company may amend its firm order by less than twenty (20) percent of the quantities of the applicable month forty
five (45) days before the applicable month.
9. As per the Agreement, the HSD supplier maintains all such facilities, equipment or arrangements in order to be able
to effect deliveries of HSD to the delivery point in quantities required by the Company.
10. The price for HSD is determined by the GOP and OGRA from time to time pursuant to the Petroleum Products
(Development Surcharge) Ordinance 1961.
11. The HSD Supplier has guaranteed supply of the required HSD for the Company's power generating station and to secure
its obligations has provided to the Company a commercial guarantee (renewed annually) as security to the extent of
PKR 165 million under the Agreement.
12. In case of failure by the HSD Supplier to fulfill its obligations prior to or following the COD, the HSD Supplier shall
indemnify the Company for any costs, damages, and losses of penalties.
Operation and Maintenance Agreement with General Energy Parts Inc. and General Electric International Inc
General Energy Parts Inc. and General Electric International Inc. (jointly referred to as the "Contractor") have entered into
an Operation and Maintenance Agreement dated 7 August 2007 (the "OMA") with Saif Power Limited ("the Company"). The
OMA mandates the Contractor to provide support for day to day operations and maintenance of the power plant.
Under the OMA, the Contractor provided initial mobilization support and recommendations pertaining to design practices,
operating procedures, system description contents and overall documentation of operation and maintenance of the power plant.
The Contractor continues to perform in accordance with engineering recommendations, the equipment manufacturer's
recommendations, Company's plan of daily operations and applicable laws as set forth under the OMA during the operational
phase of the power plant.
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The Contractor is responsible for ensuring generating declared available capacity and output to the Company required
under the PPA. The Agreement continues to remain in effect for a period of twenty three (23) years from the
contract effective date.
Major Provisions of the OMA are as follows:
1. Under the OMA, the Contractor is responsible to provide support for all routine maintenance and repairs of the power
Plant in accordance with the standards of performance and prudent industry practices.
2. The Company is responsible for obtaining and maintaining all permits and licenses for the power Plant to operate as
required from time to time.
3. The Company's technical and commercial team work together with the Contractors representatives to monitor and
ensure smooth operation of the power Plant.
4. During the term of the OMA, either Party may propose and agree, at any time, a plan for a potential performance
improvement which it believes will reduce cost, improve production, reduce risk, or improve safety of the personnel,
and/or part(s)/equipment(s) of the power Plant.
5. The Company is responsible for the supply of acceptable quality and adequate quantity of fuel to enable the Contractor
uninterrupted operation of the power Plant in accordance with the agreed production plans during a contract year as
described in the OMA.
6. A fixed and variable fee depending on the net energy output generated is paid to the Contractor for services performed
during each contract year of the operational phase under the OMA.
7. To ensure peak performance and reliability under the OMA, the Contractor has provided various guarantees to the
Company which includes a Capacity and Reliability Guarantee Statement ensuring declared available capacity and
affirming the reliability of the operating condition as (a) Actual starts not to exceed 100 hours per gas turbines, (b) No
power augmentation and (c) No Peaking operation of the power Plant in excess of its designed limits.
8. A Degradation Guarantee Statement ensuring electronic monitoring, performance and output through heat rate and
output performance tests for combined turbine cycles and an Outage Duration Guarantee Statement guaranteeing a
maximum outage duration for planned maintenance event will not exceed (i) 312 hours in case of combustion inspections,
(ii) 528 hours in case of hot gas path inspection, and (iii) 940 hours in case of any scheduled major inspection during
a contract year to ensure power grid stability of the Plant.
9. In case of violation of the performance guarantee(s) the Contractor shall bear all costs, losses, and/or incur liquidated
damages as described under the OMA.
10. The Contractor shall indemnify and hold harmless the Company from and against any loss or expense by reason of
physical damage to the property of third parties or bloody injury, including death; of person to the extent such injury
or death results directly from the negligence of the Contractor as set forth in the OMA.
11. The total liability of the Contractor on all claims including but not limited to liquidated damages, warranties, indemnity,
loss or damage otherwise, arising out of the performance or breach of this Agreement shall not exceed US Dollars Five
Million ($ 5,000,000) during any calendar year.
12. The Company shall provide and maintain in force the insurance coverage related to the worker's compensation and
injuries, an 'All Risk' property and machinery insurance and a commercial general liability and/or public liability
coverage with a single limit of not less than United States Five Million Dollars ($ 5,000,000).
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general liability and/or public liability coverage with a single limit of not less than United States Five Million Dollars
($ 5,000,000).
EPC Contracts:
(1) Construction Agreement between Saif Power Limited and China East Resource Import & Export Corporation
SPL (the "Owner") and China East Resource Import & Export Corporation (the "Construction Contractor") entered
into a Construction Agreement dated 25 June 2007 (the "Agreement") for the works related to the construction of the
Complex (the "Saif Power Project"). Under the Agreement, the Construction Contractor has to design, engineer, construct,
install and test the Saif Power Project.
Major features of the Agreement are as follows:
1. The Owner agreed to pay the Construction Contractor a fixed lump-sum amounting to USD $20,090,775.20 (US dollars
Twenty Million Ninety Thousand Seven Hundred Seventy Five and Cents Twenty only) (the "Contract Price") in
accordance with the Agreement.
2. The Owner's authorized representative may be delegated to issue the Construction Contractor with instructions.
3. The Construction Contractor, under the Agreement, is charged with all permanent and temporary works for all phases
of the construction of the Complex, including engineering, design, procurement, civil works, installation, training,
testing, and commissioning of the works, on a lump-sum, fixed price basis.
4. Under the Agreement, a performance security is provided to the Owner by the Construction Contractor amounting to
fifteen percent (15%) of the Contract Price.
5. All applicable technical standards and codes for the works are given in the Agreement.
6. Under the Agreement, a jointly prepared punch list is required prior to receipt of mechanical completion certificate and
take-over by the Owner.
7. The Construction Contractor warrants the works will be free of defects, conform to the Saif Power Project technical
requirements, of operating for a design life of thirty (30) years, and industry standards in accordance with Prudent
Utility Practices.
8. The indemnification obligations under the Agreement shall continue in full force and effect beyond expiration or
termination of the Agreement.
(2) Supply Agreement between Saif Power and China National Machinery & Equipment Import & Export Corporation
SPL (the "Owner") entered into a Contract for Supply of Plant and Materials for the Saif Power Project with China
National Machinery & Equipment Import & Export Corporation (the "Supply Contractor") on 25 June 2007(the
"Agreement"). Under this Agreement, the Supply Contractor would supply the Owner with plant and materials for the
Saif Power Project, and co-operate with the Construction Contractor regarding engineering, design and procurement.
Major features of the Agreement are as follows:
1. The Owner agreed to pay the Supply Contractor a fixed lump sum amounting to USD $73,469,940.80 (US Dollars
Seventy Three million Four Hundred Sixty Nine Thousand Nine Hundred Forty and Cents Eighty only) and Euro
47,501,000.00 (Euros forty seven million five hundred and one thousand only) in accordance with the Agreement. This
price is based on General Electric's Price for turbines and auxiliaries plus service charges.
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2. The Supply Contractor is charged with designing, executing and supervising the works within the given timelines, and
must rectify any defects during the warranty period.
3. The Owner is entitled to claiming from the Supply Contractor's Performance Security of fifteen percent (15%) of the
contract price, for any failures or defaults of the Supply Contractor as detailed in the Agreement.
4. The Supply Contractor is responsible for designing the works in accordance with prudent utility practices and the
technical requirements of the Complex.
5. Under the Agreement, if before the latent defects notification Period expired, a latent defect is found in the works, the
Owner shall notify the Supply Contractor who must promptly repair or replace the latent defect at its own cost.
6. The Supply Contractor, during the tenure of the Agreement, must maintain insurance policies as required at its own
cost, such as worker's compensation insurance, automobile liability insurance, and so forth.
8.11 INSPECTION OF DOCUMENTS AND CONTRACTS
Copies of the memorandum and articles of association, the audited financial statements, the Auditor's certificates,
information memorandum and copies of agreements referred to in this OFSD 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 OFSD until the
closing of the subscription list.
8.12 LEGAL PROCEEDINGS
Following are the details of the existing legal matters of the Company:
1. The Company has recently, along with eight (8) other IPPs, initiated an expert mediation process for the recovery of
capacity payments amounting to PKR 717,000,000 (Pak Rupees Seven Hundred and Seventeen Million Only) from
the Power Purchaser (the "Recovery Amount).
PKR478,000,000 (Pak Rupees Four Hundred and Seventy Eight Million Only) of the Recovery Amount relates to the
period from January 2012 to September 2012, whereby the overdue receivables from the Power Purchaser became
substantial enough to affect the ability of the IPPs to continue to procure fuel for continuous plant operations (as their
working capital lines from lenders got exhausted). The IPPs arranged additional working capital through sponsors'
support and also re-injected the ROE portion back into their business. Subsequently, the Power Purchaser withheld
capacity payments of nine (9) IPPs of the 2002 policy and claimed liquidated damages against some of the 1994 policy
IPPs on account of reduction in energy generation capacity. Under the terms of the PPA, the Power Purchaser is in
breach of its principal obligation to make payments to SPL and all other IPPs. Therefore, it is not entitled to enforce
any obligations of the Company without clearing all dues towards SPL.
The remaining PKR239,000,000 (Pak Rupees Two Hundred and Thirty Nine Million only) relates to capacity payments
that were withheld on account of force majeure events from Sui Northern Gas Pipe Lines Limited ("SNGPL"). The
matter involved three (3) IPPs including SPL. In this regard, IPPs/SPL has received legal advice according to which
these amounts are recoverable from the Power Purchaser. Under the PPA and the IA, if SNGPL declares a force majeure
event and gas supply is terminated as a result, the Power Purchaser has to either acknowledge it (whereby capacity
payments become due) or else demand electricity on high speed diesel ("HSD") fuel whereby fifty percent (50%) of
the differential cost between gas and HSD shall be borne by SNGPL and the remaining fifty percent (50%) by GOP.
However the Power Purchaser did not elect for either of these options.
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In view of the above SPL is entitled to claim the Recovery Amount from the Power Purchaser.
The second matter relates to a notice received by the Company from the Federal Board of Revenue (the "FBR") on
21 February 2014 (the "Notice"). As per the Notice the FBR has asked for payment of an amount of PKR1.498 billion
as sales tax apportionment for the years 2010 to 2013, wherein a certain allocation has been made to the capacity
payments. Such notices have been given to all IPPs (from the 1994 Policy and 2002 Policy).
According to the Implementation Agreement signed between the Company and the government of Pakistan (the "IA"),
additional taxes levied on the Company are a pass on item, therefore transferred onto the Power Purchaser. Consequently,
the Company has no net financial risk from the Notice as any such tax (if applicable) is to be borne by the Power
Purchaser.
From a legal perspective, sales tax apportionment is not applicable to the Company in sales tax is only applicable on
the value of supply, i.e.; energy invoice. Therefore, capacity invoice does not fall within its scope, thus is exempted.
The cost of supplying and selling electricity is attributed hundred percent (100%) to the cost of fuel and to the variable
operating cost that forms the energy component. Capacity invoice is a component for fixed costs with items like
reimbursement of loan repayments (principal + markup), administration costs and return on equity. These components
in the capacity invoice do not have a link to the value of supply
In view of the above, the Company is not required to make such payment to the FBR.
8.13 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
OFSD and with every issue of the OFSD except the one that is released in newspapers as advertisement.
8.14 FINANCIAL YEAR OF THE COMPANY
The financial year of the Company commences on January 1st and ends on December 31steach year.
8.15 REVALUATION OF FIXED ASSETS
The Company has not revalued any of its fixed assets and no such change has been made in the accounts.
8.16 CAPITALIZATION
The Company has not capitalized any profits till the date of publication.
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PART 9
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 COMMISSION'S APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY
THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM.
9.1.3 Copies of this OFSD and applications forms can be obtained from members of KSE, the Bankers to the Offer and their Branches,
the Lead Managers and the Book Runner, and the registered office of the Company. The Preliminary OFSD and the Bidding Form
can also be downloaded from the following websites: http://www.saifgroup.com/power.php and www.arifhabibltd.com.
9.1.4 The applicants opting for scripless 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 applicant's 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(es) 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 Offer and the applicant's banker (if different from the Banker to the Offer) at the time of presenting the
application. The attested photocopy will, after verification, be retained by the bank branch along with the application.
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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 Offer and the applicant's banker (if different from the banker to the Offer) at the time of presenting
the application. The attested copies, will after verification, be retained by the bank branch along with the application.
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 Offer in favor of account "Offer For Sale Of Shares Of Saif Power 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 Offer 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.
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9.1.18 Bankers to the Offer 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 Offer.
9.1.19 It would be permissible for a Banker to the Offer 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.
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 15,000/-(Offer Price x 500Shares)
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 OFSD.
d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the criteria disclosed in the OFSD
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.
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f) The Company will dispatch shares to successful applicants through their Bankers to the Offer or credit the respective
CDS accounts of the successful applicants (as the case may be).
9.2 BANKERS TO THE OFFER
Code No. Bank Code No. Bank

01 Allied Bank 06 Habib Bank
02 Askari Bank 07 Habib Metro Bank
03 Bank Al Falah 08 NIB Bank
04 Bank of Punjab 09 Silk Bank
05 Faysal Bank 10 Summit Bank
11 United Bank Limited
*In order to facilitate investors, United Bank Limited is offering electronic submission of application (e-ipo) 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 November 12, 2014.
9.3 CODE OF OCCUPATION
Code No. Occupation Code No. Occupation

01 Business 06 Professional
02 Business Executive 07 Student
03 Service 08 Agriculturist
04 Housewife 09 Industrialist
05 Household 10 Others
9.4 NATIONALITY CODE

Code No. Name of country Code No. Name of country
001 U.S.A 006 Bangladesh
002 U.K 007 China
003 U.A.E 008 Bahrain
004 K.S.A 009 Other
005 Oman
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PART 10
10 BIDDING FORM OF SAIF POWER LIMITED
(This space has been left intentionally blank)
Page 82 of 88
PART 11
11 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT
Signed, as required by section 62, read with section 57 of the Companies Ordinance, 1984 by:
For and on behalf of the Offeror,
-sd-
Javed Saifullah Khan

Chairman/CEO
-sd-
Anwar Saifullah Khan

Director
Signed by the above in presence of witnesses:
Witness 1 Witness 2
-sd- -sd-
____________________________________ ____________________________________
Name: Imran Nasir Alvi Name: Abdullah Khan
Address: 4th Floor, Kulsum Plaza, Islamabad Address: 4th Floor, Kulsum Plaza, Islamabad
Dated: 27/8/2014
Place: Islamabad
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PART 12
12. MEMORANDUM OF ASSOCIATION
I. The name of the Company is "SAIF POWER LIMITED".

II. The registered office of the Company will be situated in Islamabad Capital Territory.
III. The objects for which the Company is established are:-
1. To carry out in Pakistan and out-side Pakistan the business of Power Generation, Transmission, Distribution, Supply
and Sale in all its branches and aspects and by the use of such forms of energy and in such manner as may be deemed
feasible and sell, supply and deliver the electricity thus generated.
2. To develop, design, insure, finance, complete own, possess, manage, operate and maintain electric power generating
plant(s) / stations together with all machinery, equipment and works ancillary thereto (hereinafter referred to as "Power
Station") and to do all and everything necessary, suitable, proper, incidental and all such acts, deeds and things, without
limitation whatsoever, as may be necessary or desirable in that connection or conducive to the accomplishment of the
foregoing objectives.
3. To carry on anywhere in Pakistan the business of power generation transmission and distribution in all its branches
and aspects and in particular to construct, lay down, establish, maintain and fix all necessary Power Station together
with ancillary works, cables, wires, lines, accumulators, lamps, and to generate, accumulate, distribute, sell and supply
electricity and to enter into any arrangement or agreement with purchasers of power from the Power Station.
4. To acquire, land, buildings, machinery, plant, equipment, spare parts, raw materials, natural fuels, supplies, and related
goods and services necessary and incidental to the development, ownership, construction, management and to establish
and maintain housing, transportation, communication and utility lines and other requisite logistic facilities for the
construction, operation and maintenance of the Power Station and to construct and maintain roads, bridges, rail sidings,
pipelines and storage ponds or tanks for water, petroleum products, natural gas and other substances, water desalination
and treatment plants, air fields or helicopter landing pads and such other works as may be required for all or any of
the above purposes.
5. To carry on the business of electrical engineers, electricians, engineers, consultants, agents, suppliers of services and
manufacturers of electrical plant, machinery, supplying light, heat, sound and power by electricity, galvanism, magnetism
or otherwise, motor power, telephonic, telegraphic, industrial or other purposes and generally to install, execute,
provide, operate and maintain all necessary Plant, machinery, equipment, cables, wires, accumulators, lamps, exchanges,
telephones and apparatus and to provide any services related or incidental thereto.
6. To import, export, buy, sell, hire or deal in plant, machinery, equipment, cables, wires, accumulators, lamps, exchanges,
telephones, fittings and furniture and apparatus of every kind with special reference to plant, machinery, equipment
or apparatus connected with the producing, storing, supplying, using, regulating or measuring the supply or facilitating
the use of electricity or electrical currents or force.
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7. To buy, sell, import, export, hire, manufacture, deal in and turn to account plant, machinery, implements, conveniences,
provisions, articles and products capable of being used in connection with the operations of or required by workmen
and others employed by the Company or incidentally or conveniently connected with any such business as aforesaid.
8. To purchase, take in exchange or on lease, rent, occupy or otherwise acquire any lands, hereditaments and estates and
any property and effects therein or used or connected therewith and to acquire any grants, concessions, leases, rights,
easements, licenses, privileges and any other interests in land.
9. To acquire, erect, construct, lay down, enlarge, replace, balance, modernize, alter and maintain any buildings, works,
and machinery necessary or convenient for the Company's business.
10. To sell, lease, improve, manage, develop, mortgage, exchange, turn to account or otherwise deal with, dispose of
absolutely, conditionally, or for any limited interest, and grant any leave or license in respect of all or any of the
property, rights or privileges of the Company, and to distribute in specie as dividend or bonus any money, shares,
debentures or debenture stock that may be accepted as consideration for any such sale, lease, exchange or other
disposition.
11. To sell, transfer or give any option of purchase over the whole or any part of the undertaking, property and assets of
the Company for such consideration and on such terms as the Company may think fit.
12. To promote, amalgamate with or buy up any other company for the purpose of acquiring all or any of the property
and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit
this Company and 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.
13. To enter into partnership or into any arrangement for sharing profits, union of interest, cooperation, joint venture,
reciprocal concession, or otherwise with any person or company carrying on or engaged in or about to carry on or
engage in any business or transaction which this Company is authorised to carry on or engage in or any business or
transaction capable of being conducted so as to directly or indirectly benefit this Company; to advance money, to
guarantee the contracts of 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, reissue same.
14. To join or become members of any association, company or society formed or to be formed for the protection or
advancement of the interests of employers or investors or others engaged in any trade or business and to subscribe to
or subsidize any such association, company or society.
15. To enter into any arrangement or agreement with any Government or Authority, Federal, Provincial, Municipal, Local
or otherwise that may seem conducive to the Company's objects or any of them, to obtain from any such Government
or Authority any rights, privileges and concessions which the Company may think desirable to obtain and carry out,
exercise and comply with any such arrangements, agreements, rights, privileges and concessions, and to apply for and
obtain licenses, provisional orders, special Acts or other statutory or legislative authority for supplying electricity for
any public or private purposes.
16. To promote any Bill or Bills in any legislature or other like body or make any application, or applications to any public
authority for any order, provisional order or license and to enter into any contract, to bear and pay the expenses of or
in connection with the same or arising there-out, and to underwrite the capital required for carrying out any undertaking
authorised by any such Act, order or license.
Page 85 of 88
17. To purchase or otherwise acquire any patents, brevets, inventions, trademarks, licenses, concessions and the like
conferring any exclusive or non-exclusive or limited right to use 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
and right so acquired.
18. To pay for any property, rights or benefits acquired by the Company either in cash or in shares with such rights, in
respect of dividend or otherwise, as may be deemed fit by the Company or by any securities which the Company has
power to issue or partly in one mode and partly in another and generally on such terms as the Company may approve.
19. To issue all or any part of the original or enhanced share capital of the Company at par or at a premium or discount
subject to any permission required by law.
20. To secure foreign equity and technical collaboration for the development, ownership, construction, operation, management
of Power Station, and to obtain loans, credits and financial facilities in local and foreign currency from banks and other
financial institutions and to borrow moneys in such manner as the Company shall think fit and in particular by the
issue of such securities, bonds and instruments payable to bearer or otherwise, and either permanent or redeemable
or repayable or convertible into shares and collaterally to secure the repayment of any such borrowed moneys or any
such securities or instruments of the Company by means of a trust deed or otherwise.
21. To make advances upon the security of any property, rights or benefits, acquired by the Company and upon the security
of land, buildings and hereditaments or any interest of estate therein in any part of the world and upon any other assets,
real or personal, or upon personal security but not to act as an investment company.
22. To invest surplus moneys of the Company not immediately required upon such securities and in such manner as may
from time to time be determined.
23. To subscribe or guarantee money for any purpose which may be considered likely, directly or indirectly, to further
the objects of the Company or for any national, charitable, benevolent, public, general or useful object or for any
exhibition.
24. To open, maintain and operate bank accounts and make, draw, endorse, accept, discount, execute, issue and negotiate
bills of exchange, promissory notes, cheques or any other negotiable or transferable instruments.
25. To give any indemnity, guarantee or security or enter into any bond and, without restricting the generality of the
foregoing, to indemnify any person or company and guarantee or otherwise become liable for the performance by any
person or company of any obligation, contract or undertaking as may be required in connection with the business of
the Company.
26. To take out any insurances that the Company deems necessary or appropriate and to pay the premiums therefor.
27. To accept a gift or gifts of any movable or immovable property of whatsoever kind or wheresoever situate from any
person, company or corporation.
28. To institute and defend in any forum legal proceedings of every kind or description whatsoever, enter into arbitration
agreements and refer disputes to arbitration, pay, satisfy or receive payments in respect thereof, or compound or
compromise any claim, demand, action, suit or proceeding of any nature whatsoever made or brought by or against
the Company.
Page 86 of 88
29. To remunerate any person or company for services rendered in placing or assisting to place or in guaranteeing any of
the shares in the Company's capital or any debentures or other securities of the Company.
30. To employ or engage persons in or about the business of the Company and to indenture, contract or otherwise engage
workmen, skilled and unskilled.
31. To grant pensions, allowances, gratuities and bonuses to the persons employed by or trading with the Company and
to aid in the establishment, support and subscribe to any association, or institutions, calculated to benefit persons
employed by the Company or having dealings with the Company.
32. To payout or reimburse out of the funds of the Company all expenses which the Company may lawfully pay, incidental
to the promotion, formation and registration of the Company and advertising of or raising money for the Company
by shares, debentures, bonds or other securities and the issue of its capital, including brokerage and commission for
obtaining applications for or taking, placing or underwriting shares, debentures, bonds or other securities.
33. To employ contractors, managers, consultants and other skilled persons to operate, manage and maintain the power
station operated by the Company where the Company deems it advantageous to do so.
34. To constitute and regulate separate branches or departments of the Company's business and to appropriate thereto
respectively any of the assets of the Company and any of the capital issued or to be issued of the Company and from
time to time to vary the constitution or regulations of any such branches or departments or any such appropriations
and if thought fit to amalgamate all or any of the said branches or departments.
35. To procure the Company to be registered or recognized in any country or place outside Pakistan and to keep Branch
Registers.
36. To carry on any other business or activity of any nature whatsoever whether inside or outside Pakistan which may
seem to the Company to be capable of conveniently or advantageously carried on in connection or conjunction with
any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view directly or indirectly
to enhancing the value of or to rendering profitable or more profitable any of the Company's assets or utilizing its
skills, know-how or expertise.
37. To do all or any of the above things in any part of the world as principals, agents, contractors, sub-contractors, trustees
or otherwise and by or through trustees, agents, subsidiary company or otherwise and either alone or in conjunction
with others.
38. To do all such other things as are incidental or conducive to the attainment of the above objects, this general statement
of objects being deemed as enabling and not in any way as restrictive of the foregoing objects.
AND it is hereby declared that the word "Company" in this clause when applied otherwise than to this Company shall
be deemed to include any authority, partnership or other body of persons whether incorporated or not incorporated,
and the word "person" shall be deemed to include any partnership, association or other body of persons and any
company or corporation if the context so admits and the intention is that the objects set forth in each of the several
paragraphs of this clause have the widest possible construction and shall be in no way limited or restricted by reference
to or inference from the terms of any other paragraph of this clause or the name of the Company except as otherwise
expressed therein or by the juxtaposition of any two or more objects or by any objects being deemed a main or dominant
object but each shall be and be deemed to be an independent object.
Page 87 of 88
AND that none of such paragraphs or the objects therein specified or the powers thereby conferred shall be or be
deemed to be subsidiary or ancillary merely to the objects mentioned in any of the other paragraphs of this clause or
any of them but the Company shall have full power to exercise all or any of the powers conferred by any paragraph
of this clause in any part of the world, notwithstanding that the business undertaking, property, rights or acts proposed
to be acquired, dealt with or performed do not fall within the object of the earlier or any other paragraphs of this clause
or any of them.
AND it is hereby declared that the Company shall not engage in banking or the business of an investment company,
leasing company, insurance company or any unlawful business and that nothing in the object clauses shall be construed
as enabling it to engage in such business.
IV. The liability of the members is limited.
V. The Authorized Capital of the Company is PKR 4,050,000,000/- (Rupees Four Billion Fifty Million Only) divided
into 405,000,000/- (Four Hundred And Five Million only) Ordinary Shares of PKR 10/- each with the rights, privileges
and conditions attached thereto as provided by the regulations of the Company for the time being with power to increase
and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes
and to vary, modify or abrogate any such rights or conditions in such manner as may for the time being be provided
by the Articles of Association of the Company.
Page 88 of 88

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ADVICE FOR GENERAL PUBLIC

ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NETWORTH INDIVIDUAL INVESTORS

SAIF POWER LIMITED

JOINT ADVISORS AND LEAD MANAGERS

Date of Publication of this Offer for Sale Document:October 27, 2014

For and on behalf of Offeror,

Saif Holdings Limited

Step Bid A series of limit price bids at increasing prices.

1 APPROVAL AND LISTING ON THE STOCK EXCHANGE 8

2 BOOK BUILDING PROCEDURE 11

3 SHARE CAPITAL AND RELATED MATTERS 26

4 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES 37

5 HISTORY AND PROSPECTS 39

7 MANAGEMENT OF THE COMPANY 56

9 APPLICATION AND ALLOTMENT INSTRUCTIONS 78

10 BIDDING FORM OF SAIF POWER LIMITED 81

11 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT 82

1 APPROVAL AND LISTING ON THE STOCK EXCHANGE

1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

 THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY THE

 THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION TO INVEST IN

 THE KSE NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF

 ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY

1.4. LISTING ON THE KSE

For and on behalf of the Offeror

Saif Holdings Limited

2 BOOK BUILDING PROCEDURE

2.1. BRIEF OFFER STRUCTURE

The Present Offer

2.2. BOOK BUILDING PROCEDURE

2.3. JOINT LEAD MANAGERS

2.4. BOOK RUNNER

2.5. ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER

a) The Lead Manager of the Offer shall:

b) The Book Runner for the Offer shall:

v. Vet the bidding applications;

viii.Maintain record of the Bids received for subscription of the shares;

xiii.Enter into underwriting agreement with the Offeror;

xv. BR has established bid collection centers at the following addresses:

2.6. OPENING AND CLOSING OF THE BIDDING PERIOD

BIDDING PROCESS STARTS ON September 30th, 2014

2.7. ELIGIBILITY TO PARTICIPATE IN BIDDING

 Institutional investors include both local and foreign institutional investors.

2.8. INFORMATION FOR BIDDERS

c) THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN PERSON OR

2.9. BIDDING FORM AND PROCEDURE FOR BIDDING

vi. Bids can be placed as "limit price" or "step bid".

2.10. BANK ACCOUNT FOR BOOK BUILDING

2.11. PAYMENT INTO THE BOOK BUILDING ACCOUNT

a) PAYMENT FOR LIMIT PRICE

2.12. PAYMENT BY FOREIGN INVESTORS

Key Documents required for individual(s):

1. Account opening request

1. Account opening request

2.13. REVISION OF BIDS BY THE BIDDER

2.14. REJECTION OF BIDS BY THE BOOK RUNNER

2.15. WITHDRAWAL OF BIDS BY THE BIDDER

2.16. WITHDRAWAL OF OFFER BY THE OFFEROR

2.17. MECHANISM FOR DETERMINATION OF STRIKE PRICE

2.18. BASIS OF ALLOTMENT OF SHARES

2.19. REFUND OF MARGIN MONEY

2.21. PUBLICATION OF THE FINAL OFSD

2.22. ADDRESSES OF BID COLLECTION CENTRES

THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT SOLICITATION BY THE

THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION TO INVEST IN

THE KSE NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS OF CONTENTS OF

ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE SOUGHT BY

Institutional investors include both local and foreign institutional investors.

Power generation (Saif Power Limited)

Oil and Gas Exploration (Saif Energy Limited)

Information Technology (Softech Systems Private Limited)

Healthcare Services (Saif Healthcare Limited)

Environmental Management (Lahore Compost Private Limited)