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TRG takeover battle: Zia Chishti lands favourable SHC ruling amid mounting financial pressure
TRG takeover battle: Zia Chishti lands favourable SHC ruling amid mounting financial pressure

Business Recorder

time12 hours ago

  • Business
  • Business Recorder

TRG takeover battle: Zia Chishti lands favourable SHC ruling amid mounting financial pressure

The saga over the battle for control of Pakistan Stock Exchange (PSX) listed technology leader, TRG Pakistan Limited, took a new twist with an order by the Sindh High Court on a company petition filed by the company's former CEO, Zia Chishti, challenging the tender announced in January 2025 by the company's largest shareholder, Bermuda based Greentree Holdings Limited. The tender was to remit up to $53 million to Pakistani shareholders of TRG Pakistan, and had been placed on hold pending the hearing of the petition. SHC restrains Zia Chishti, wife from transferring shares of TRG Pakistan: notice The judge ruled that the company violated Section 286 of the Companies Act relating to shareholder oppression and that such oppression took place with the purchase of shares of TRG Pakistan Limited by Greentree Holdings. The judge has ordered the abatement of the Greentree Holdings tender, the conversion of the shares held by Greentree Holdings into treasury shares of TRG Pakistan and the holding of Company elections. A successful completion of the tender would have accorded control of the company to Greentree Holdings, in addition to providing an exit to company shareholders. In a notice to the PSX issued today, the company has stated that the judge's order contains 'various irregularities and infirmities' and is 'assessing legal options, including challenging the decision by filing an appeal before the Honourable Supreme Court of Pakistan'. Market analysts believe that the company will appeal the ruling. Market observers expressed disappointment at the ruling of the Sindh High Court, as the tender provided shareholders an opportunity to lock in a near 40% premium to the current share price. The company's share price responded negatively to the news of the ruling, dropping 12% on the prospect of a lack of clarity on the company's future. Since late 2021, the company has been mired in a takeover battle between Chishti and his allies and the current management of TRG. Chishti resigned as CEO of the company following disclosure in US Congressional testimony of an arbitration award against him for sexual harassment and assault of an ex-employee, in which he had to pay the former employee over $5 million in damages. TRG's management has held that any association of Chishti with the company would be fatally damaging to the Company's assets given his reputation. Since his exit from the company, Chishti has filed several defamation suits relating to his sexual misconduct award. US arbitrator orders Zia Chishti to pay $9.1mn to TRG International In the United States, he sued the former employee for defamation but was dismissed by a US judge. In the United Kingdom, Chishti sued The Telegraph for carrying an article that he deemed defamatory, and settled with the newspaper in March 2025 with The Telegraph providing an apology. Meanwhile, in Pakistan, Chishti sued the board and management of TRG for defamation for referring to his arbitration award in court filings; those proceedings have been suspended by order of the Supreme Court. Chishti's court victory comes against the backdrop of severe creditor pressure on him. In January 2025, he lost an arbitration filed against him by TRG International for pledging his shares in TRG Pakistan for a loan extended to him by JS Bank, apparently for the purpose of building up his shareholding in the Company. In its notice today, TRG has informed that this arbitration award, which included a $9 million payment order against him, has been confirmed for collection by a United States Federal judge. In addition, in January 2025, Chishti defaulted on the above-mentioned Rs3 billion loan from JS Bank, which has attempted to seize his shares in the Company as collateral but has been prevented from doing so by several stay orders relating to the arbitration award enforcement. Chishti's financial woes are further complicated by the recent disclosure of a tax lien of $10 million placed on Chishti's assets by the United States Internal Revenue Service, for unpaid United States federal taxes. Industry observers have expressed dismay at the continuing upheaval within the country's leading technology player, especially since the tender was set to provide clarity to the future of the company. With the recent ruling, the battle seems likely to continue.

US arbitrator orders Zia Chishti to pay $9.1mn to TRG International
US arbitrator orders Zia Chishti to pay $9.1mn to TRG International

Business Recorder

time29-04-2025

  • Business
  • Business Recorder

US arbitrator orders Zia Chishti to pay $9.1mn to TRG International

In a big blow to former TRG Pakistan CEO Zia Chishti, a US arbitrator has ordered him to pay $9.1 million (Rs2.5 billion) to TRG International, Business Recorder learnt on Tuesday. The arbitration was regarding the legality of share pledges of TRG Pakistan that were central to Zia Chishti's borrowing Rs2.5 billion from JS Bank to buy additional shares of TRG Pakistan. TRG had alleged that it was part of a plan by him and the JS Group to illegally take over TRG Pakistan as a first step towards taking control of TRG's international assets. TRG Pakistan shared the development in a notice to the Pakistan Stock Exchange (PSX) on Tuesday. 'The company has been informed by its affiliate The Resource Group International Limited ('TRGIL') that a final award has been issued by a US arbitrator in respect of the arbitration initiated by TRGIL against Mr Chishti challenging the pledging by Mr Chishti of company shares owned by him. 'On January 27, 2025, the arbitrator had issued a partial final award which ruled, inter alia, that shares pledged by Mr Chishti, primarily to JS Bank as security for a loan, were in breach of contractual obligations of Mr Chishti. 'On April 22, 2025, the arbitrator issued a final award that, in addition to the remedies contained in the partial final award dated January 27, 2025, ordered Mr Chishti to pay TRGIL a sum of US$ 9.1 million,' the notice read. Zia Chishti 'resigns as CEO, director at TRG Pakistan' TRG contended that Chishti was not allowed to pledge the shares given his contractual undertakings, and had asked the arbitrator to order him to remove the pledge. In January 2025, the US arbitrator ruled in favour of TRG, and declared that Chishti had breached his contractual obligations by making the pledge. The court then ordered him to remove the pledge. In April 2025, the arbitrator has ordered Chishti to pay $9.1 million (or PKR 2.5 billion) to TRG. As questions are raised about the ability of former TRG Pakistan CEO to pay such a significant amount to TRG, the fate of Rs2.5 billion loan from JS Bank to Chishti remains unclear. In recent filings with the Sindh High Court, JS Bank has declared the loan to be in default. TRG has had stay orders in place from the Sindh High Court since 2023 preventing the exercise of security on the loan. Zia Chishti, The Telegraph settle libel suit over reporting of ex-employee's 'grooming' allegations It is unclear whether the loan continues to be carried on JS Bank's books given the default and the stay orders on collateral. During the most recent quarter ended March 31, 2025, JS Bank reported profit before tax of Rs2.7 billion, which could get wiped out with a write-off of this loan Market analysts have questioned the nature of the loan made in 2022, as it represented a huge exposure for JS Bank for a loan made to a single person. The loan was renewed in November 2024 despite the stay orders on the share pledge security were in place, only to be in default two months later. In the bourse notice on Tuesday, TRG Pakistan also shared that it had received copies of certified orders regarding the adjudication of Writ Petitions 3383 and 3395 of 2025 filed in the Lahore High Court and 693 of 2025 filed in the Islamabad High Court by Zia Chishti. SHC restrains Zia Chishti, wife from transferring shares of TRG Pakistan: notice In both writ petitions, Chishti had sought to suspend ad-interim orders of the Civil Judge in Lahore and Islamabad dated December 2, 2024, December 10, 2024, and February 11, 2025, respectively, that restrained the company in respect of its board elections. 'On April 8, 2025 the Honorable Islamabad High Court judge was pleased to dismiss Writ Petition 693 of 2025 and on April 11, 2025, the Honorable Lahore High Court judge was pleased to dismiss Writ Petitions 3383 and 3395 of 2025,' the notice read.

Zia Chishti
Zia Chishti

Yahoo

time17-03-2025

  • Business
  • Yahoo

Zia Chishti

A series of articles published by the Telegraph from November 2021 to February 2023 reported on allegations made by a former employee of Afiniti, Tatiana Spottiswoode to the United States Congress, about the company's founder and CEO, Zia Chishti. Mr Chishti strongly disputes these allegations. Although Mr Chishti sought to do so, Congress did not give him the opportunity to refute the allegations. Mr Chishti issued libel proceedings against the Telegraph as to one of the articles. The High Court determined that the article had alleged that 'since being introduced to Ms Spottiswoode by her father when she was thirteen and Mr Chishti was an adult, Mr Chishti groomed Ms Spottiswoode with sexual intent. Mr Chishti further pursued her with inducements and threats, culminating in a brief sexual relationship when they were adults, which on his side was abusive and violent, and which she quickly terminated'. On 17 March 2025 The Telegraph made a statement in open court that it withdraws its earlier position that the above allegations were true and that they were made in the public interest. The Telegraph apologises to Mr Chishti and his family for the harm they have been caused. Finally, The Telegraph has agreed to pay Mr Chishti a substantial sum by way of damages and a contribution to his legal costs. With these steps, The Telegraph and Mr Chishti have agreed to end the litigation between them. Broaden your horizons with award-winning British journalism. Try The Telegraph free for 1 month with unlimited access to our award-winning website, exclusive app, money-saving offers and more.

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