Private Placement of Securities Rules, 2017
Private Placement of Securities Rules, 2017 were made by the Securities and Exchange Commission of Pakistan with the approval of the Federal Government in exercise of the powers conferred by clause (d) of sub-clause (2) section 175 of the Securities Act, 2015 read with clause (x) of section 2 thereof and sections 86, and 102 of the Companies Ordinance, 1984. The word “Security” shall have the same meaning as provided in clause (34) of sub-section (1) of section 2 of the Companies Ordinance, 1984. The Securities and Exchange Commission of Pakistan (SECP) allows companies (excluding single member company) to offer and issue its debt securities through private placement. The rules shall apply to the companies proposing to offer their securities by way of private placement and shall not apply to securities issued by the Federal or Provincial Governments and private placement of securities by a special purpose vehicle or body corporate specifically setup by the Federal Government or any Provincial Government for the purposes of private issue of securities, under any other law. The company shall comply with all the other requirements prescribed in the Companies Ordinance, 1984 and the rules, regulations or guidelines made for issuance of further share capital. The company shall not release any public advertisements or utilize any media, marketing or distribution channels or agents to inform the public at large about such an offer. The company shall not make more than two private placements in any financial year. The shares are offered through information memor andum which contains minimum information as specified.
