PIBT Information Memorandum PDF

Pakistan International Bulk Terminal Limited
INFORMATION
MEMORANDUM
Information Memorandum
1. History and Prospects
1.1 Brief History

Pakistan International Bulk Terminal Limited (the “Company” or the “PIBTL”) was incorporated in Pakistan
as a private limited company on March, 22 2010 under the provisions of the Companies Ordinance, 1984 at
Karachi and subsequently, it was converted into a public limited company on July 11, 2011.
The Company has a Build Operate Transfer (BOT) contract with Port Qasim Authority (PQA) for the exclusive
construction, development, operations and management of a coal and clinker/cement Terminal at Port
Muhammad Bin Qasim for a period of thirty years.
The authorized capital of the company is Rs. 15,000,000,000 divided into 1,500,000,000 ordinary shares of
Rs. 10/- each.
The summary of PIBTL’s current shareholding structure is as under:
Existing issued and paid up capital Rs.545,765,830/- (54,765,583 shares

of PIBTL. Rs. 10/- each)
Shares held by sponsors / directors 21.05% shares of the total issued and
and their relatives. paid up capital of PIBTL.
Shares held by an associated 35.31% shares of the total issued and

company and related party. paid up capital of PIBTL.
Shares held by general public 43.64 % shares of the total issued

including corporate bodies, and paid up capital of PIBTL.
institutions and individuals, etc.
1.2 Object of the Company

The objects of the Company are to carry on the business of developing, managing and operating Coal,
Clinker/Cement ports and terminals worldwide, to handle all kinds and description of bulk cargo,
transshipment, bonded warehousing, anchorage services to non-containerized cargo or general cargo,
freight stations pertaining to such cargo and other related or ancillary services.
In addition to the above, the Company will also provide consultancy and advisory support services on
technical and operational issues related to domestic and international shipments and business or
operations of such terminals generally or any specific aspect(s) thereof.
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Head Office 2nd Floor, Business Plaza, Mumtaz Hassan Road Karachi 74000 - Pakistan
Tel: (+9221)32400450-3 Fax: (+9221)32400281 Website: www.pibt.com.pk
1.3 The Project
The Bulk Terminal Project was approved by the Economic Co-ordination Committee of the Federal
cabinet of Government of Pakistan. Accordingly, the Port Qasim Authority on behalf of the Pakistani
Government launched in May 2007 a tender to grant the concession rights of this terminal on a BOT
basis for a period of 30 years’ at Port Muhammad Bin Qasim. The bids were evaluated by M/s National
Engineering Services of Pakistan (Private) Limited (NESPAK) and the concession was recommended for
award to PICT (being the holding company of PIBT at that time) in March 2008, and approved by the
Board of Port Qasim in March 2009.
PIBT has been granted, through an Implementation Agreement signed on November 6, 2010, concession
rights for 30 years by Port Qasim Authority (PQA) to build, operate and transfer state of the art fully
mechanized dirty bulk cargo handling Terminal at Port Qasim. The Terminal will have an initial annual
handling capacity of up to 12 million tones of the dirty cargo which will include coal, clinker and cement.
The Company will be the first of its type in the country, incorporating state-of-the-art bulk handling
technology. The Terminal storage area will be built on an area of 62 acre within the remits of PQA. The
storage area will be connected with a 440 meter double berth jetty with an option of the mooring
dolphins, via 2,540 meter long trestle. The jetty containing 2 Grab Cranes, 1 Ship-loader, with the
planned inclusion of mooring dolphins will be able to accommodate 2 Post Panamax vessels of 75,000
DWT each. Estimated cost of project is US$ 185 million.
The project is being implemented strictly in accordance with the project execution guidelines which are
part of the Implementation Agreement. The same is monitored and reviewed by the Port Qasim
Authority through their consultant, NESPAK on regular basis.
Under the Implementation Agreement, Port Qasim Authority has granted PIBT the effective concession
right and license;
 to design, finance, insure, construct, test, commission, complete, operate, manage and maintain
the terminal to handle the import and export of the cargo.
 to demand, collect and retain the Tariff charges from the Customers for usage of the Terminal
and charges for the Services.
Main particulars of the Implementation Agreement;
 Phase I construction entails a minimum depth of navigation channel of 12.5 meters before
completion date and 15 meters in phase 2
 PQA will also provide access road, potable water, and fuel effluent-sewage
 Jetty operations will be governed by the Port Qasim Regulations, 1981
 PIBT shall conform to the standards of Pakistan Environmental Protection Agency and Sindh
Environment Protection Agency as well as International Maritime Organization regulations
related to protection of the environment and International Maritime Dangerous Goods Code
(IMDG).
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1.4 Location
The project is located at Port Muhammad Bin Qasim, approximately 45 kms along the Kadiro Creek
channel from the Arabian Sea.
1.5 Civil Works
Storage Area
The storage area is a trapezoid shape covering approximately 62 acres. Coal will be stored in open stacks
arranged parallel to the west and east boundaries of the area; the maximum stack height will be 22m.
Clinker will also be stored in open stacks with partitions. Cement will be stored in 5 silos with a capacity
of 10,000 tons each.
The storage yard will also have gate office, administration building, workshop building and electricity
substation with generators, cement silos and compressor station.
Jetty
The proposed location of the Jetty is adjacent to the Kadiro Creek, part of the main 45km navigation
channel. It will be set back from the main channel to avoid interference with ship movements in the
main channel during the construction and subsequent operational phases. The Jetty i.e. designed to be
able to accommodate two panamax vessels berthed simultaneously bow to bow. The Jetty will comprise
of two berths.
The proposed jetty, according to the final design, is a raked piled structure with deck area of 440 meter
length. A-frames assure the correct transmission of horizontal loads into the subsoil. The vertical piles
below crane tracks consist of steel pipe piles, which are proposed for the A-frames. The girder grid
consisting of transversal beams and longitudinal crane beams links all the piles and stiffens the
structure. A thick slab is disposed on top of the beams forming the deck platform.
At the seaside end the jetty is up to 29 m wide to make turning of vehicles easier. At the connection to
the trestle there is a platform for a berth office, a mini workshop and parking space for shovel-loaders
and other vehicles. Part of this platform is located below the quay conveyor gallery.
Trestle
For connecting the Jetty to the on-shore storage area a trestle bridge of approximate 2,540 meters
length and 8.35 m width is proposed. It will also carry utility ducts for sweet water and electrical
services. The bridge consists of a carriageway for the traffic of heavy trucks, and a girder structure to
carry the conveyor and a supporting structure with a piled foundation. The bridge is divided in single
span reinforced concrete beams with a grid-length of 12m.
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Dredging and reclamation
PQA is to ensure that navigation channel will be dredged to CD-15.0m that will simultaneously handle
two 75,000 DWT vessels. At present, the channel depth of CD- 12.5 allows vessels of 55,000 dwt that
shall be sufficient for the initial operation of this terminal. PIBT will be responsible for dredging their
approaches immediately in front of the jetty and for routine maintenance dredging of the berth.
The preliminary design requires the storage area to be filled to a level CD +5.5 m plus some extra height
to offset expected settlement. The dredged material may be used in the reclamation of the onshore site
storage area. In the event of the material or a significant percentage is unsuitable PIBT has already
ascertained from PQA and the dumping area for this purpose has been allocated to PIBT.
Utilities
The project will have rain water drainage system installed even though rain is very rare at PQA. Drinking
water will be directly delivered to the office building via trucks. Coal must not come into contact with
sea water. Therefore sweet water will be used for dust suppression. The gate building, the office and the
workshop building will be connected to the public sewage system.
Current Status of Civil Works
Work done as verified by NESPAK is 31.03% by the ECP Contractor.
On March 15, 2012, the Company entered into an Engineering, Procurement and Construction (EPC)
Contract with a joint venture comprising of a local and a Turkish company. Pursuant to this EPC Contract
the Joint Venture Contractor had undertaken to engineer, procure, supply, construct, install, test and
commission civil works for the Company’s coal, cement and clinker bulk handling facility. Due to the
Joint Venture Contractor’s internal disputes and the consequent inability of the Joint Venture Contractor
to continue working in accordance with the EPC Contract, this contract was terminated.
Subsequently, the Company entered into a settlement agreement with the EPC contractor and the
matter was amicably settled.
The Company is now in the process of awarding the contract for residual civil works. The change in the
Contractor will bear minimal cost overruns and the Project will be completed in line with the
construction schedule projected by the company.
1.6 Plant and Machinery
Grab Crane with Hopper

 Lifting capacity under ropes: 38 t
 Lift/lower speed: 180 m/min
 Trolley travel: 260 m/min
 Gauge: 15 m
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 Belt width: 1600 mm 45 ° trough

 Nominal capacity: 1,850 t/h
 Hopper capacity: 2.5 times the grab contents (approx. 62 t)
 Outreach: 28.5 m
Ship loader cement/clinker
 Belt width: 1600 mm

 Belt speed: Cement 1.8 m/s Clinker 2.3 m/s
 Nominal capacity: Cement: 1,700 t/h, Clinker 1,500 t/h
 Telescopic chute: Cleveland (or equivalent), max. length approx. 25 m
 Slewing angle: 90º to the east, 70º to the west
 Outreach: 27.0 m
Conveyor Belts
The connection between the jetty and the storage area requires two conveyor lanes, one for
imported coal (land direction) and the other for cement/clinker (sea direction). The capacity of
these separate conveyor belts will be in accordance with the capacity of the quayside loader/un-
loaders to negate any bottlenecks.
Ancillary Handling Equipment
 Overhead conveyor for coal and clinker

 Stacker for coal
 Mobile hopper
 Cement Silos
 Sprinkling system
Current Status
Tender have been invited and the Company is currently evaluating the bids received from the
equipment manufacturers. To assist the Company in procurement process of the plant and equipment,
M/s Hamburg Port Consultancy, Germany has been appointed as consultant. LC’s will be opened in the
name of successful bidder once the bidding process is completed.
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1.7 Project Cost and Means of Finance
Status of Cost Incurred as at

Break- up of Project Cost Estimated Cost September 30, 2013
Percentage
w.r.t Total
US$ US$ PKR Estimated
'million' PKR 'million' % 'million' 'million' Cost
Land 4.76 523.82 2.58% 3.51 386.10 73.71%

Equipment - (Note 2) 67.05 7,375.94 36.34% - - 0.00%
Civil Work - (Note 3) 92.60 10,186.44 50.19% 25.99 2,859.10 28.07%
Interest During Construction 16.66 1,832.60 9.03% - - 0.00%
Miscellaneous 3.43 377.74 1.86% 0.96 105.56 27.95%
Total 184.51 20,296.54 100.00% 30.46 3,350.76 16.51%
US$
Equipment - (Note 2) 'million' PKR 'million'
Bulk Handling Equipment 24.33 2,677.07
Conveyor Systems 26.86 2,954.27
Power Installations 15.86 1,744.60
67.05 7,375.94
US$
Civil Work - (Note 3) 'million' PKR 'million'
Back-up Storage yard and related

infrastructure on shore 50.34 5,537.18
Marine Structure 42.26 4,649.26
92.60 10,186.44
Percentage
w.r.t. Total
'million' PKR 'million' % 'million' 'million' Finance
Project Financing (Capital Structure)
Debt (Note – 3)
90.20 9,922.00 48.89% - - -
Equity (Note – 4)
94.31 10,374.54 51.11% 30.46 3,350.76 32.30%
Total
184.51 20,296.54 100.00% 30.46 3,350.76 16.51%
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Means of Financing Current Status of Debt

Debt (Note – 3) Percentage
w.r.t. Total
'million' PKR 'million' % 'million' 'million' Finance
Foreign Lenders
International Finance Corporation (IFC) 26.50 2,915.00 29.38% - - -
OPEC Fund for International
Development (OFID) 20.00 2,200.00 22.17% - -
Local Lenders
Conventional Banks 32.50 3,575.00 36.03% - - -
(Faysal Bank Limited, JS Bank Limited,
NIB Bank Limited & The Bank of Punjab)
Islamic Banks 11.20 1,232.00 12.42% - - -

(Meezan Bank Limited, Al-Baraka Bank
Limited & Bank Islami Pakistan Limited)
Total Debt 90.20 9,922.00 100.00% - - -
Means of Financing Current Status of Equity Injected
Equity (Note – 4) Percentage

w.r.t. Total
'million' PKR 'million' 'million' 'million' Finance
Local Sponsors and other share holders
as per current shareholding
Sponsors* 41.69 4,585.55 44.20% 24.61 2,707.07* 59.03%
Banks, DFI 's, NBFI's, Insurance

Companies, Modarabas & Mutual Funds 1.08 118.27 1.14% 0.07 7.83 6.62%
Joint Stock Companies, Investment

Companies, Foreign Investors & Others* 21.00 2,310.41 22.27% 5.02 552.22* 23.90%
Individuals 11.54 1,269.84 12.24% 0.76 83.64 6.59%
International Finance Corporation
(IFC)** 19.00 2,090.47 20.15% - - -
Total Equity 94.31 10,374.54 100.00% 30.46 3,350.76 32.30%
*The advance given by the shareholders against future issue of right shares is included in the existing capital here.
**As per the agreement signed with IFC, equity of US$ 19 million will be issued under the provisions of section 86 of
the Companies Ordinance, 1984 subject to all corporate and regulatory approvals.
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1.8 Risk Factors
The sponsors of the company wish to highlight the various risks that might affect the profitability of the
company. The major risk factors which may affect the projected profitability of the company are:
 Imposition of levies by the Government, in future

 Economic and political factors and changes in Pakistan laws, fiscal regulation.
 Entry of new market participants.
1.9 LABOUR AND TECHNICAL KNOW-HOW
Sponsors have been handling cargo in Pakistan ports since 1964. They, along with Management team
have successful track record of establishing and operating modern container terminal at KPT since 2002.
With successful and ahead of time completion of Phase II, III and IV of PICT in 2006, 2007 and 2009
respectively, the capacity of PICT has increased to 750,000 TEUs. The partners include IFC that has a vast
portfolio of port assets around the globe, and they will be stakeholders in PIBT with 20% of total equity
and 29.38% of total debt in the project, providing further credibility to the project.
Apart from extensive experience in similar projects along with in house technical expertise for such
projects, Director’s, Sponsors and Management team have already engaged reputed external
consultants for this project, such as;
1. Project company consultants:

 Hamburg Port Consulting GmbH for business plan and Equipment Procurement
Assistance
 Sellhorn for Design and Engineering
 EA Consulting for Design and Construction Supervision
 NESPAK for Quality Assurance Audit of Construction Work
 IUCN (International Union for Conservation of Nature) for Plantation of Mangroves
 Environment Management Consultants for Independent Environmental Monitoring
 Kabraji and Talibuddin as Borrower`s legal counsel.
 PACRA Analytic (Private) Limited for Corporate Governance Assessment
2. Lenders consultants:
 URS Scott Wilson for technical and market review
 Moffatt & Nichol for basic engineering design and desk top market review
 Fulbright & Jaworski as foreign legal counsel for lenders
 Haidermota & Co. as local legal counsel for the lenders.
 Shaw Consultants for technical advisory for local lender
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1.10 COMMERCIAL OPERATIONS
The operation of the Terminal will be governed by an Operation Manual which will be developed by the
Company and approved by PQA by the Completion Date. The Operations Manual will also describe the
detailed methodology of the operation of the Terminal and the interfaces of the Company’s procedure
with PQA’s operational procedures and regulations.
The terminal is designed handle up to 12 million tones of dirty cargo. Two 38 ton capacity grab cranes
will unload the coal from the vessels. One overhead conveyor will move coal to open stacks from where
shovel loaders will load the coal to trucks or railway wagons (for overland transport). The un-loaders will
have a reach of 28 m (fully loaded) or 44 m (at 30 tons) and will be capable of barge operations. All
required buildings and utilities are planned to be built in the first phase. Upon arrival at the gate, clinker
will be stored also on open yards whereas bulk cement will be stored in silos. Both Cement and clinker
will be transferred to the ship-loader via the trestle conveyor and the jetty gallery conveyor. These rail
mounted loaders will have capacities of 1,800 tph for bulk cement or 1,200 tph for clinker and an
outreach of 27m.
Presently, with the available water depths in the main navigation channel, ships up to 55,000 DWT are
able to approach the Port Qasim with flood tide. This ship size shall be sufficient for the operations of
phase 1 of the Project. However, in the future the navigation channel is planned to be deepened by Port
Qasim Authority for access of ships of 75,000 DWT, and to achieve that, the PQA will have to dredge the
channel up to CD -15.00 m.
The project will have two berths of total length of 440 m; sufficient to accommodate two Post Panamax
vessels at the same time with a distance bow to bow of 30 m. Night navigation will be available for all
vessels. The extension of the rails to cover both berths also allows handling of coal ships at two berths
when no cement or clinker vessels are in port, which effectively increases berth throughput potential.
Road access to the proposed terminal will be via the existing road network i.e. from the National
Highway down the main approach road leading to Port Qasim, with an access road leading towards the
onshore dry bulk material stockyard. It is intended that the imported coal will be delivered from the
stockyard into road vehicles for distribution to Karachi and surrounding areas, as well as for distribution
up country. Similarly exports of cement and clinker will be delivered by road vehicles and combined with
the delivery of coal, these commodities are expected to exceed 8 million tons per annum, before PIBT
considers the possible introduction of a new rail link development. As part of the IA, PQA is responsible
for providing the site access road.
To minimize dust escape a dust suppression system by water spray will be installed. At transfer stations
between conveyors there will be also water spray. It is worth mentioning that vacuum dust filters would
not work with wet coal and create an explosion hazard with dry coal dust.
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Platform scales with load cells will be located at the gate to register the weight of incoming and
outgoing trucks. Belt scales are used to control the amount of cargo handled, although final cargo
quantities are estimated by ship survey. Cement trucks are unloaded pneumatically. A large compressor
station supplies the compressed air. Vacuum dust bag filters are used to clean the air escaping on top of
the cement silos and at conveyors transfer stations. The filters are cleaned by compressed air impulses.
Sample taking equipment is used to collect cargo for the quality control. A fleet of shovel loaders is
required to load coal into trucks, to clean the ship holds and reload clinker to the conveyors for export.
Commercial operations are expected to commence from Second Quarter 2015.
2. Management
The management of PIBT have over 40 years of experience in ports and shipping sector wherein they
have successfully developed, operated and managed a number of companies including Pakistan
International Container Terminal Limited (PICT), which is the 3rd largest container terminal operator in
Pakistan. Over the years the sponsors have done well to recruit and train a highly rated workforce with
effective policies and benefits. The management has been able to attract and retain talent through
various incentives and policies such as share ownerships in the company.
Marine Group came into inception over four decades ago, with a vision to be of service to Pakistan’s
economy, through the provision of a variety of superior services to a cross-section of clientele, both
locally and globally.
With the Group’s first company, Premier Mercantile Services (Pvt.) Ltd., established in 1964, it has
progressively grown manifold. Today, it is diversified into Maritime Services, Stevedoring, Terminal
Operations, Chartering of ships, Global Logistics, Agency Services and Insurance Cover to the
International Maritime Industry, Information Technology and Travel and Tourism. Led by a team of
highly dedicated and experienced professionals, the Marine Group continues to set new standards of
excellence in the local economy, through satisfying its customers with world-class state-of-the-art
products and services. The Group’s prestigious position is testimony of the visionary foresight and
relentless efforts of the Group’s leadership, which have led it to achieve many milestones and landmarks
over the years, thus making it a benchmark in the economy of Pakistan.
Over the years, this group grew, which now comprises of:
 Premier Mercantile Services (Private) Limited

 Marine Services (Private) Limited.
 Pakistan International Container Terminal Limited
 Premier Software (Private) Limited
 Pegasus Consultancy (Private) Limited
 Port Link International Services (Private) Limited
 AMI Pakistan (Private) Limited
 Travel Club (Private) Limited
Page 11 of 23
 Cargo Link (Private) Limited

 Libaz Sourcing (Private) Limited
 Exhibition Services (Private) Limited
 Marine Logistics (Private) Limited
 Marine International Container Terminal (Private) Limited
2.1 Board of Directors’

 Capt. Haleem A. Siddiqui - Chairman
 Sharique Azim Siddiqui - Chief Executive Officer / Director
 Aasim Azim Siddiqui - Director
 Capt. Zafar Iqbal Awan - Director
 Syed Nizam A. Shah - Director
 Ali Raza Siddiqui - Director
 M. Masood Ahmed Usmani, FCA - Director
Captain Haleem Ahmed Siddiqui - Chairman

Mr. Haleem is the chairman of Marine Group of Companies and PICT. He founded the first stevedoring
company in the country, PMS. He was also instrumental in making Marine Group a one stop shop for all
ship related services in the country. He joined Pakistan Merchant Navy in February 1959 as Cadet Officer
on Pakistani Flag Vessel and served in various capacities on Pakistani Flag Vessel as well as on British
Ship after obtaining the required qualifications. He got first command in June 1968 after obtaining the
qualification of Master Marine from U.K. and commanded various vessels till 1971. He is a Fellow
Member of Chartered Management Institute of U.K, Chartered Institute of Logistics & Transport of U.K,
International Federation of Shipmasters’ Associations, U.K, SAARC Chamber of Commerce & Industry,
and Lifetime Special Member of the Confederation of Asia-Pacific Chambers of Commerce and Industry.
Name, Address Occupation Directorship in other Companies

 EPICAIR (Private) Limited
Capt. Haleem Ahmed Siddiqui Business  Marine Logistics (Private) Limited
 Marine Services (Private) Limited
SS-5A, DHA, Phase-II,  Pakistan International Container Terminal Limited
Ext. Karachi  Port Link International Services (Private) Limited
 Guardian Risk Services (Private) Limited
 Premier Tracking Solution (Private) Limited
 Marine International Container Terminal (Private)
Limited
 Interactive Cells (Private) Limited
 Pakistan Intermodal (Private) Limited
Page 12 of 23
Sharique Azim Siddiqui - Chief Executive Officer / Director

Mr. Sharique is the CEO of PIBT. He joined Marine Group in 1997 and was involved in various Group
Ventures. He served as Director Project and Chief Operating Officer at PICT and was in-charge of
container terminal project planning, coordination and implementation. He led the team for the initial
bidding for PIBT terminal and was instrumental in IA negotiations with PQA for the same project. He also
heads Marine International Container Terminal (MICT) project, an Inland Container Depot in Lahore with
direct Railways connectivity for operating dedicated freight trains between Karachi and Lahore. The
Project is spread over 30 acres and is on public-private partnership basis with Pakistan Railways. He did
his Master of Arts in Economics from Tufts University, Boston, USA.

 AMI Pakistan (Private) Limited
Sharique Azim Siddiqui Business  Cargo Link (Private) Limited
 EPICAIR (Private) Limited
10-A,/II, Sunset Street, DHA,  Global Sourcing (Private) Limited
Phase-II, Ext., Karachi  Libas Sourcing (Private) Limited
 Marine & Trading Agencies (Private) Limited
Limited
 Millennium Technologies (Private) Limited
 Pollux & Castor Shipping (Private) Limited
 Exhibition Services (Private) Limited
Aasim Azim Siddiqui- Director

Mr. Aasim is the managing director of Marine Group of Companies. He founded corporate sector’s first
and leading exhibition organizing company in Pakistan, the Pegasus. He also founded Organization for
Social Development Initiatives (OSDI). OSDI has formed with an objective to improve living conditions for
the poorest communities in the rural areas of Pakistan through sustainable poverty reduction strategies.
He has been engaged with marine and shipping industry over the last twenty (20) years and has been
with PICT since its inception. He was instrumental in arranging financing from IFC and OFID for PICT and
has played instrumental role in project roll out of PICT. Further he played pivotal role in arranging
Page 13 of 23
financing of USD 53 million for PICT from IFC & OFID. Mr. Aasim did his Master of Business
Administration from Clark University, Worcester, MA USA.

Aasim Azim Siddiqui  AMI Pakistan (Private) Limited
Business  Cargo Link (Private) Limited
10-A,/I, Sunset Street, DHA,  EPICAIR (Private) Limited
Phase-II, Ext., Karachi  Exhibition Services (Private) Limited
 Global Sourcing (Private) Limited
 Libas Sourcing (Private) Limited
 Marine & Trading Agencies (Private) Limited
Limited
 Millennium Technologies (Private) Limited
 Pakistan International Container Terminal Limited
 Pollux & Castor Shipping (Private) Limited
Capt. Zafar Iqbal Awan – Director

Mr. Awan joined the Marine Group in 1991 and worked in various venture of the group in the shipping
sector. He posses over 30 years of experience in the field of shipping. He is currently working as the CEO
of PICT. He is a member of International Federation of Shipmasters’ Association (IFSMA) UK, Institute of
Chartered Ship Brokers, Royal Institute of Navigation, Chartered Institute of Logistics & Transport,
Nautical Institute, Master Mariners Society of Pakistan, Pakistan Belgium Business Forum. He graduated
from Pakistan Marine Academy in 1974. He qualified Master Mariner Class 1 (F.G.) Examination in the
year 1985.
Page 14 of 23
Capt. Zafar Iqbal Awan Business  Pakistan International Container Terminal Limited
 Pakistan Intermodal Limited
P-9, 8the Street, DHA, Phase-I,
Karachi
Syed Nizam Ahmed Shah – Founder Independent Director

He is a Founder Independent Director on the Board of PIBT. He has vast experience in the corporate
sector in Pakistan leading to Chief Executive of the largest multinational company operating in Pakistan,
Pakistan Tobacco Company, and the largest development finance institution of the Government of
Pakistan (NDFC). He has served on the Boards of major multinational companies and Boards of Public
Sectors Corporations including Habib Bank Limited and Civil Aviation Authority. He served as the
President of Overseas Chamber of Commerce & Industry (1985-88) and on the advisory councils of
Ministry of Commerce and Finance and the Privatization Commission. He was also on the Board of PICT,
the Hub Power Company Limited and Laraib Energy Limited.
Syed Nizam Ahmed Shah Business  Pakistan Intermodal Limited

 Kot Addu Power Company Limited
4, Mery Road, Bath Island
Karachi
Ali Raza Siddiqui – Director

Mr. Ali Raza is the director of Bank Islami Pakistan Limited, UG Foods (Private.) Limited, R&R (Private)
Limited and Mahvash & Jahangir Siddiqui Foundation. Mr. Ali Raza Siddiqui joined JS-Investments as an
Executive Director in 2005. Previously, he was Assistant Vice President at AIM Investments, a wholly-
owned subsidiary of AMVESCAP Plc in Houston, U.S.A. At AIM, he was part of a five-person team
responsible for the management of USD 60 billion in mutual fund assets. He did is Bachelor of Arts
Degree from Cornell University, USA with double majors in Economics and Government.
Ali Raza Siddiqui Business  Bank Islami Pakistan Ltd

 EFU General Insurance Limited
H. No. D-185, Blcok-5, Shahra-e-  Mehvish & Jehangir Siddiqui Foundation
Firdousi, Clifton, Karachi
Page 15 of 23
M. Masood Ahmed Usmani – Director
Mr. Masood Usmani has over twenty (20) years of experience in dealing with the financial matters of the
marine and shipping industry. He is Group Director Finance of Marine Group of Companies and served
as director and Chief Financial Officer of PICT. He was part of the team which negotiated & concluded
the financing deal with IFC and OFID for financing of PICT and arranged floatation of PICT’s shares at
KSE. He supervise all financial and treasury activities including taxation & corporate functions, ensuring
full compliance with the statutory and regulatory provisions applicable to the group’s operation in
Pakistan of Marine Group of Companies. He is also responsible for overall administration, HR, IT and
procurement department of the organization. He is fellow member of the Institute of Chartered
Accountants of Pakistan (ICAP) and of Institute of Corporate Secretaries of Pakistan (ICSP).
M. Masood Ahmed Usmani Business  Pakistan Intermodal Limited

111/II, Khayaban-e-Ameer
Khusro DHA,Phase-VI, Karachi
2.2 Secretary and Chief Financial Officer
Arsalan Iftikhar Khan

Mr. Khan has over 10 years of experience in the field of accounting, taxation and corporate finance. He
also served as Finance Manager and company secretary of PICT. He has been working with Marine
Group since 2008, supervising the financial and treasury activities of the organization and presenting
and reporting accurate and timely financial information of the company. Prior to joining PICT he was
working with a telecom company as financial controller after his training from Ernst & Young Ford
Rhodes Sidat Hyder. He is an Associate Member of the Institute of Chartered Accountants of Pakistan
(ICAP) and of Institute of Corporate Secretaries of Pakistan (ICSP).
2.3 Information In Respect Of Associated Company
Premier Mercantile Services (Private) Limited (PMS)

PMS has been engaged in providing cargo handling services at the Karachi Port since its inception in
1964. PMS is one of the first stevedoring companies in Pakistan to invest in modern container handling
equipment and state of art, fully mechanized dirty bulk cargo terminal and is currently one of the
leading stevedores at the Karachi Port. It is equipped with the latest container handling equipment and
provides on-board stevedoring services and container handling services to several shipping lines.
PMS offers state of the art stevedoring services and has leading share of the market. Keeping pace with
the technological development in cargo handling sector, PMS was the first company in Pakistan to install
Page 16 of 23
fully, mechanized container handling equipment at Karachi Port in the early 1980’s. PMS was awarded
the BOT contract by Karachi Port Trust to establish and run a container terminal, as part of the
agreement PMS incorporates PICT as terminal operating company and the Implementation agreement
(between KPT and PMS) was novated to PICT in 2003. PMS is currently the largest shareholder of PIBT
with 35% of the paid up capital of PICT.
2.4 Chief Executive Officer
Sharique Azim Siddiqui
Mr. Sharique has been appointed as the Chief Executive Officer of the company with effective from March
30, 2010 and is also an elected director of the company. He has considerable experience in the field of
terminal operations, corporate financing and people oriented management style organizations. He is also
managing various companies of the group.
2.5 Number of Directors
Pursuant to Section 178 of the Companies Ordinance, 1984, the number of Directors of the Company shall
not be less than seven.
2.6 Qualification of Directors
Save as provided in Section 187 of the Companies Ordinance, 1984 no person shall be appointed as Director
unless he is a member of the Company except for the nominee Directors of banks and financial institutions.
2.7 Remuneration of the Directors
Other than the working directors including CEO who are compensated with remuneration, house rent,
retirement benefits, medical, utilities and company maintained cars, all the directors are only remunerated
for attending Board meeting. Remuneration of Directors, CEO and other executives are disclosed in annual
report of the company.
2.8 Interest of Directors
The directors may also be regarded to be interested to the extent of loans advanced to the company from
time to time by them. The directors may also be interested to the extent of fee, if any, payable to them for
attending the board meetings. The directors performing whole time service to the Company may also be
deemed interested in the remuneration payable to them by the Company. The directors may also be
regarded as interested to the extent of shares that held by them or by the companies in which they are
directors and the dividends to be declared on their shareholding in the Company.
Page 17 of 23
2.9 Interest of Directors in Property Acquired By the Company
None of the Directors of the Company had or have any direct interest in any property acquired or now
proposed to be acquired by the Company.
2.10 Benefits to Promoters and Officers
No benefit has been given to the promoters and officers of the company otherwise than remuneration for
services rendered as full time executives of the Company.
2.11 Dividend Policy
The Policy of directors about distribution of profits will be to maintain a fair balance between cash dividend
to the shareholders and earnings retained to improve and enlarge the business, thus increasing capital value
of the shareholders’ investments. The rights in respect of capital and dividends attached to each share
would be the same. The Company in General Meeting may declare 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 profits of the Company of the year or any other undistributed profits. No
unpaid dividends shall bear interest against the Company. No dividend shall be declared by the Company
for any financial year out of the profits of the Company made from the sale or disposal of any immovable
property or assets of capital nature comprised in the undertaking or any of the undertaking of the
Company.
2.12 Deduction of Zakat & Withholding Tax
Income distribution will be subject to deduction of Zakat at source under the Zakat and Ushr Ordinance,
1980, where applicable along with Withholding tax to be deducted from dividend at the prevailing rate as
per Income Tax Ordinance 2001.
2.13 Election of Directors
Directors of the company are elected in accordance with the provisions of Section 178 of the Companies
Ordinance 1984, for a period of three years.
2.14 Voting Rights
On a show of hand every member present in person shall have one vote except for election of Directors in
which case the provisions of Section 178 of the Companies Ordinance, 1984 shall apply. On a poll every
member present in person or by proxy shall have voting rights as laid down in Section 160 of the Companies
Ordinance, 1984.
2.15 Borrowing Powers
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its
undertaking, property and assets (both present and future) and to issue debentures, debenture stock, FTC's
and other securities whether outright or collateral security for any debt, liability or obligation of the
Company as provided for in the Articles of Association of the Company.
Page 18 of 23
3. Miscellaneous
Registered Office 2nd Floor, Business Plaza,

Mumtaz Hassan Road
Karachi 74000
Telephone No. (021) 32400450-3
Fax No. 32400281
Bankers of the Company Al-Baraka Bank Limited

Bank Islami Pakistan Limited
Faysal Bank Limited
Js Bank Limited
Meezan Bank Limited
National Bank Limited
Nib Bank Limited
Samba Bank Limited
The Bank Of Punjab
Auditors Ernst & Young Ford Rhodes Sidat Hyder - Chartered Accountants
6th Floor, Progressive Plaza
Beaumont Road
Karachi.
Legal Advisors Khalid Anwer & Co.

153-K , Sufi Street, Block-2,
PECHS, Karachi.
Kabraji & Talibuddin Advocates & Solicitors

64-A/1, Gulshan-E-Faisal
Bath Island, Karachi.
The Continental Law Associates

Panorama Centre
Saddar, Karachi.
Registrar/Transfer Agent Technology Trade (Private) Limited

241-C, Block-2
PECHS, Karachi.
Telephone No. (021) 34391316-7
Page 19 of 23
4. Material Documents and Contracts
 Implementation Agreement signed with Port Qasim Authority for the establishment and operating
of Coal, Cement and Clinker Terminal at Port Qasim.
 Allotment letter of Back-up Storage Yard of 62 acre and Water Front Area of 9.72 acre issued from
PQA.
 Possession Letter of Back-up Storage Yard of 62 acre and Water Front Area of 9.72 acre issued from
PQA.
 Indenture of Lease of Back-up Storage Yard of 62 acre signed with PQA.
 Agreement to lease of Water Front Area of 9.72 acre signed with PQA.
 Approval for Coal, clinker/cement terminal at Port Qasim from Economic Co-ordination Committee.
 NOC from Ministry of Defence.
 NOC from Sind Environment Protection Agency.
 Exemption Certificate from Competition Commission of Pakistan on Section 4 of the Competition
Act, 2010
 Equity Agreement with IFC.
 Loan Agreement with IFC.
 Loan Agreement with OFID.
 Term Facility Agreement with Local Conventional Banks.
 Musharka Agreement with Local Islamic Banks.
5. Inspection of Documents and Contracts
Copies of the Memorandum and Articles of Association, Auditor's Certificates, feasibility report information
memorandum and copies of the agreements referred to in this Prospectus may be inspected during the
usual business hours on any working day at the Registered Office of the Company in accordance with the
provisions of the Companies Ordinance, 1984.
6. Legal Proceedings
On March 15, 2012, the Company entered into an Engineering, Procurement and Construction (EPC)
Contract with a joint venture comprising of a local and a Turkish company. Pursuant to this EPC Contract
the Joint Venture Contractor had undertaken to engineer, procure, supply, construct, install, test and
commission civil works for the Company’s coal, cement and clinker bulk handling facility. Due to the
Joint Venture Contractor’s internal disputes and the consequent inability of the Joint Venture Contractor
to continue working in accordance with the EPC Contract, the duly appointed representative of the Joint
Venture Contractor notified the Company that the EPC Contract was being terminated. While the
Company accepted that the Joint Venture Contractor had ceased to continue any further work on the
project and that the EPC Contract stood terminated by the Joint Venture Contractor, the Company
disputed the grounds on which the termination notice had been issued. Consequently, the Company
instituted proceedings under Section 20 of the Arbitration Act, 1940 (Suit No. 568 of 2013) against the
Joint Venture Contractor in the High Court of Sindh at Karachi praying that the said dispute be referred
to arbitration in accordance with the parties’ arbitration agreement set out in the EPC Contract.
Page 20 of 23
Separate proceedings were also instituted against the Company under Section 20 of the Arbitration Act,
1940 (Suit No. 670 of 2013) in the High Court of Sindh at Karachi. Subsequently, in terms of the EPC
Contract, the Company entered into a Settlement Agreement . Which was filed before the Court. Orders
from the Court are awaited.
The amount which the Company agreed to pay to the Joint Venture Contractor in full and final
settlement of its claims after due verification is Rs. 620 million.
7. INDEMNITY
Article 128 of the Articles of Association of the Company provides that;
“Every officer or agent for the time being of the Company may be indemnified out of the assets of the
company against any liability incurred by him in defending any proceedings, whether civil or criminal, arising
out of his dealings in relation to the affairs of the company, except those brought by the company against
him, in which judgment is given in his favour or in which he is acquitted or connection with any application
under section 488 in which relief is granted him by the Court.”
8. VENDORS
The Company has no vendors within the meaning of Clause 12 of Section 1 of Part-1 of the Second Schedule
to the Companies Ordinance, 1984.
9. MEMORANDUM OF ASSOCIATION
The Memorandum of Association inter alia, sets forth the objects for which the Company was incorporated
and the business which the Company is authorized to undertake. A copy of the Memorandum of
Association is annexed to this Prospectus and is being published with all issues thereon except those
released as newspaper advertisements.
10. SUBSIDIARY COMPANIES
The Company has no subsidiary Company.
11. ECONOMIC JUSTIFICATION
The PIBT project fits in very well in terms of the requirement of the economy to overcome power
shortage while importing coal to be used as alternate fuel for electricity production as well as increased
production of cement in addition to increase exports of cement. It will provide a cost effective and
efficient infrastructure to import coal (a cheaper and reliable form of fuel) to reduce reliance on
expensive imported coal. It will also provide infrastructure for export of cement in the bulk form that
generates better overall margins for the manufactures.
Page 21 of 23
Potential destinations for the Pakistani cement for the coming years are expected to be Iraq, Sri Lanka,
South Africa and East African countries, like Uganda, Kenya and Tanzania.
Recent Government Plans are targeting IPP Conversion to Coal in the next five years of over 10,000 MW.
Most of the indicators and policies point to increase in demand of imported coal. Coal plays a vital role
in electricity generation worldwide and for the Cement Kilns in Pakistan. Coal-fired power plants
currently fuel 41% of global electricity. USA generated 49% of its electricity from coal whereas India
generated up to 46% of its electricity from coal last year. Government of Pakistan has also recognized
this fact and has announced a very ambitious power generation target based on coal. On the supply
side, there is very little being done to explore coal in the country. Pakistan has 21 coal mines, of which
13 are developed. 98% of Pakistan’s coal resources are based in the Sindh region, the largest being the
Thar coalfield. Coal produced in Pakistan is in general high in sulphur and ash content, and coal mined in
Sindh also has high moisture content. The ranking of Pakistani coals ranges from lignite to high volatile
bituminous. The low thermal content / high ash content makes domestic coal less suitable for cement
production and other industrial uses than higher quality imported coal. Cement producers are able to
utilize a blend of domestic coal and higher quality imported coal to meet the requirements of coal-fired
cement mills.
The recent policies of Government of Pakistan for power production based on renewable fuels such as
bagasse and other waste products also support coal as alternative/back up fuel. This is due to the fact
that coal based power generation is economical than RFO. Availability of furnace oil is also an issue in
the medium term as most of its extractable reserves lie in politically troubled areas of the world.
Foreign firms are interested in the Pakistan energy sector, mainly to convert current power plants
(belonging to both public companies and private sector) into coal-fired plants.
The increase in demand of imported coal appears reasonable given that the key advantage offered by
PIBT is the higher productivity which allows vessels to be discharged in a faster time. This should
translate into lower shipping costs for cargo imported via the terminal; either via lower charter costs or
by allowing customers with vessels on a time charter to achieve a greater number of round trip voyages
with the same vessel.
Overall contribution to the country

The Project is expected to:
(i) facilitate overall economic growth by further augmenting Pakistan's transport and logistics
infrastructure through development of the country's first multi-purpose non-food dry bulk cargo
terminal;
(ii) significantly improve overall efficiency in handling, storage and transportation of non-food dry
bulk cargo by way of faster turnaround of vessels at the port as well as increased efficiency in
inland transportation of cargo through road and rail networks;
(iii) enable handling and storage of imported coal in Pakistan in an environmentally responsible
manner while ensuring high level of safety as per international standards;
(iv) provide requisite infrastructure to local cement producers for export of cement in bulk form
thus facilitating access to new markets;
Page 22 of 23
(v) generate additional revenue for the Government through taxation and royalty and lease
payments to Port Qasim Authority (a government owned entity); and
(vi) send an important signal of support to local sponsors for development of sustainable businesses
in Pakistan during a challenging economic environment.
12. MARKETING AND PROFITABILITY
Imports of coal in the country are expected to increase owing to construction of coal fired power plants
and possible conversion of existing RFO based machines, as electricity generated through coal costs
roughly half as compared to the electricity generated through furnace oil. Government of Pakistan has
taken various steps on this front. Power Policy is about generating 20,000 MW on coal and the
government has provided policy incentive for coal conversion for existing industrial plants, allowance for
coal to be used as alternative fuel for renewable based power plants; amongst other initiatives. The
private sector is not far behind as evident by KESC MOU to handle coal for its upcoming 1,200 MW coal
conversion plant. PIBT is constantly receiving queries by textile sectors and other such interested parties
to handle coal import requirements for their power plants.
Faced by power shortages amid high energy costs, the country will have to add power plants to the
national grid to keep up with the required population and GDP growth and all the factors point to coal
as the main fuel for these new power projects going forward as coal is readily available from various
parts of the worlds, easily transportable and storable as well.
Sea based exports of cement is also likely to increase due to excess capacity in the country and stagnant
local demand. Due to high economies of scale, the manufacturers have every reason to increase
capacity utilization once a decent terminal facility is available for export. The target markets for
Pakistan’s sea based cement exports are likely to rebound going forward, post war reconstruction in Iraq
and soccer world cup in Qatar to name a few triggers. There is a definite trend towards investment in
bulk cement import facilities in key markets (Middle East, Africa).
Also, most cement plants operate on coal and hence higher exports of cement will further increase the
demand for imported coal. These factors combine to provide healthy economics for the project. Hence
there is reasonable assurance in terms of business volumes.
As per the business plan issued by HPC the Internal Rate of Return (IRR) is estimated to be 19.1% with a
Payback Period of 9 years.
13. CDS ELIGIBILITY
The Central Depository Company via its notice dates August 13, 2012 declared Ordinary shares of
Pakistan International Bulk Terminal Limited Eligible Security for the purposes of Central Depository
System (CDS) with effective from August 15, 2012.
Page 23 of 23

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Pakistan International Bulk Terminal Limited

Pakistan International Bulk Terminal Limited

1. History and Prospects

1.1 Brief History

The summary of PIBTL’s current shareholding structure is as under:

Existing issued and paid up capital Rs.545,765,830/- (54,765,583 shares

Shares held by an associated 35.31% shares of the total issued and

Shares held by general public 43.64 % shares of the total issued

1.2 Object of the Company

1.3 The Project

Main particulars of the Implementation Agreement;

1.5 Civil Works

Dredging and reclamation

Current Status of Civil Works

Work done as verified by NESPAK is 31.03% by the ECP Contractor.

1.6 Plant and Machinery

Grab Crane with Hopper

 Belt width: 1600 mm 45 ° trough

Ship loader cement/clinker

 Belt width: 1600 mm

Ancillary Handling Equipment

 Overhead conveyor for coal and clinker

1.7 Project Cost and Means of Finance

Status of Cost Incurred as at

Land 4.76 523.82 2.58% 3.51 386.10 73.71%

Back-up Storage yard and related

Means of Financing Current Status of Debt

Islamic Banks 11.20 1,232.00 12.42% - - -

Means of Financing Current Status of Equity Injected

Equity (Note – 4) Percentage

Sponsors* 41.69 4,585.55 44.20% 24.61 2,707.07* 59.03%

Banks, DFI 's, NBFI's, Insurance

Joint Stock Companies, Investment

1.8 Risk Factors

 Imposition of levies by the Government, in future

1.9 LABOUR AND TECHNICAL KNOW-HOW

1. Project company consultants:

1.10 COMMERCIAL OPERATIONS

Commercial operations are expected to commence from Second Quarter 2015.

 Premier Mercantile Services (Private) Limited

 Cargo Link (Private) Limited

2.1 Board of Directors’

Captain Haleem Ahmed Siddiqui - Chairman

Name, Address Occupation Directorship in other Companies

Sharique Azim Siddiqui - Chief Executive Officer / Director

Name, Address Occupation Directorship in other Companies

Aasim Azim Siddiqui- Director

Name, Address Occupation Directorship in other Companies

Capt. Zafar Iqbal Awan – Director

Name, Address Occupation Directorship in other Companies

Syed Nizam Ahmed Shah – Founder Independent Director

Name, Address Occupation Directorship in other Companies

Syed Nizam Ahmed Shah Business  Pakistan Intermodal Limited

Ali Raza Siddiqui – Director

Name, Address Occupation Directorship in other Companies

Ali Raza Siddiqui Business  Bank Islami Pakistan Ltd

M. Masood Ahmed Usmani – Director

Name, Address Occupation Directorship in other Companies

M. Masood Ahmed Usmani Business  Pakistan Intermodal Limited