Maple Leaf Cement Factory Limited (MLCF) has approved a proposed Scheme of Arrangement aimed at merging Pioneer Cement Limited (PIOC) into Maple Leaf Cement, marking a significant development for the companies and their shareholders.
According to a disclosure issued by Maple Leaf Cement on September 2, 2026, the company’s Board of Directors approved the Scheme at its meeting held the same day. The proposed transaction is subject to approval from shareholders, the relevant regulatory authorities and sanction by the Honourable Lahore High Court, Lahore.
PIOC Undertaking to Be Merged Into Maple Leaf Cement
Under the proposed arrangement, the entire undertaking of Pioneer Cement—including its assets, liabilities, privileges, obligations, rights and business—will be merged with and into Maple Leaf Cement through amalgamation.
In consideration for the transaction, Maple Leaf Cement plans to allot 136,167,857 ordinary shares to the shareholders of Pioneer Cement, excluding Maple Leaf Cement itself in its capacity as a shareholder of PIOC.
The share exchange will be carried out at a ratio of 2.65 Maple Leaf Cement ordinary shares for every one ordinary share of Pioneer Cement held by eligible PIOC shareholders. Following completion of the merger, Pioneer Cement will stand dissolved without winding up, while all PIOC shares, including those held by Maple Leaf Cement, will be cancelled.
Court and Shareholder Approvals Still Required
The Board’s approval represents an important step, but the merger is not yet final. The company stated that the Scheme remains subject to shareholder approval, requisite permissions and approvals, as well as sanction from the Lahore High Court.
Maple Leaf Cement said a joint petition concerning the proposed Scheme will be filed with the Lahore High Court, Lahore, in due course. The Scheme will also be circulated to the Pakistan Stock Exchange and shareholders, subject to directions or orders of the court.
The disclosure identifies July 1, 2026 as the effective date of the Scheme.
What the Merger Means
If approved and completed, the arrangement will bring Pioneer Cement’s entire undertaking under Maple Leaf Cement through a formal amalgamation. The transaction will also change the shareholding structure by issuing new Maple Leaf Cement shares to eligible Pioneer Cement shareholders in accordance with the agreed swap ratio.
For investors, the next important milestones will include the required shareholder and regulatory approvals and the proceedings before the Lahore High Court.
Maple Leaf Cement made the disclosure in accordance with the requirements of the Pakistan Stock Exchange Rule Book and applicable provisions of the Securities Act, 2015.
