Jura conducts its business in Pakistan through its wholly-owned subsidiaries, Frontier Holdings and Spud Energy. As previously disclosed, Spud Energy entered into the facility totalling PKR750 million (phase-I), maturing five years from the date of first disbursement, and with a financing rate equal to the three-month Karachi Interbank Offered Rate (KIBOR) plus 2.75%. The Phase-I of syndicate comprised Al Baraka Bank Pakistan, the lead arranger, and JS Bank, a related party of Jura, with participation of PKR500 million and PKR250 million respectively.
JS Bank subsequently said it would increase its participation to PKR500 million. A third participant, First Al-Noor Modaraba, also offered to commit PKR100 million (to the syndicate. Both offers were on the terms set out in the facility agreements. The expansion of Phase-I from PKR750 million to PKR 1,100 million is referred to as Phase-II.
As a "non-exempt issuer", Jura is subject to Part V of the TSX Company Manual, which requires that, if the value of the consideration to be received by a related party of the issuer exceeds 10% of the market capitalisation of the issuer, the related party transaction must be approved by the issuer's disinterested security holders. As a result of previous transactions this threshold will be exceeded after JS Bank's participation under Phase-II. Jura is required to call a special meeting of holders of common shares in the capital of the corporation to approve the consideration payable by Spud to JS Bank over the facility term in connection with JS Bank's participation under Phase-II.
The meeting is scheduled to take place on or about March 21, 2016, with a record date of February 19, 2016.