Citi Pharma Limited has approved a major corporate restructuring plan that proposes transferring two Lahore properties into a wholly owned subsidiary as part of a planned Real Estate Investment Trust (REIT) structure. The move aims to separate the company’s real estate assets from its core pharmaceutical business, subject to shareholder, court, and regulatory approvals.
The Board of Directors of Citi Pharma Limited (PSX: CPHL) has approved a major corporate restructuring initiative by recommending a Citi Pharma Demerger Plan, paving the way for the transfer of key real estate assets into a wholly owned subsidiary as part of a proposed Real Estate Investment Trust (REIT) structure.
The decision was taken during the board meeting held on July 8, 2026, according to a notification submitted to the Pakistan Stock Exchange (PSX).
The proposed restructuring marks an important step in Citi Pharma’s long-term corporate strategy to separate selected real estate assets from its core pharmaceutical operations while creating a dedicated investment vehicle for property-related holdings.
Board Approves Scheme of Arrangement
Under the approved proposal, the board recommended a Scheme of Arrangement and Demerger that will transfer ownership of two immovable properties from Citi Pharma Limited to Citi Core Holdings (Private) Limited, a wholly owned Special Purpose Vehicle (SPV).
The subsidiary has been incorporated specifically to facilitate the company’s proposed REIT framework, which is intended to hold and manage the transferred real estate assets.
The company stated that the transfer forms part of a broader restructuring strategy aimed at enhancing the management and utilization of its property portfolio while supporting future investment opportunities.
If approved, the restructuring will allow the pharmaceutical business and real estate assets to operate under separate structures, potentially improving operational efficiency and creating additional value for shareholders.
Two Lahore Properties Included in the Transfer
The Citi Pharma Demerger Plan covers two significant properties located in Lahore.
The first property is a 4.1-kanal commercial site situated at 71-E, Hali Road, Gulberg III, one of Lahore’s established commercial districts.
The second asset is a much larger 27.15-kanal property located at Mouza Haloki, near Khayaban-e-Zafar in Tehsil Model Town Extension, Lahore.
These two properties will be transferred and vested in Citi Core Holdings (Private) Limited once all required approvals are obtained and the Scheme of Arrangement becomes effective.
The transfer represents the initial phase of the company’s proposed REIT-based structure, under which real estate assets may be managed separately from the company’s pharmaceutical business.
Share Swap to Serve as Consideration
As consideration for the transfer of these assets, Citi Core Holdings (Private) Limited will issue 331,720,000 ordinary shares, each having a face value of Rs10, to Citi Pharma Limited.
The number of shares has been determined in accordance with the Auditor’s Swap Ratio Certificate, which was prepared by independent chartered accountants.
The swap ratio provides the basis for determining the value exchanged between the two entities and is intended to ensure that the restructuring is carried out on fair and transparent terms.
Following the issuance of these shares, Citi Pharma Limited will continue to own the subsidiary, while the transferred real estate assets will be held under Citi Core Holdings (Private) Limited.
Shareholders to Decide on the Proposal
Although the board has approved and recommended the Citi Pharma Demerger Plan, the proposal has not yet become effective.
The Scheme of Arrangement has been placed before the company’s shareholders following directions issued by the Lahore High Court.
Shareholders are scheduled to consider the proposal during the Extraordinary General Meeting (EGM) held on July 8, 2026.
Their approval is a mandatory requirement before the restructuring can proceed further.
The company noted that shareholder support will play a crucial role in determining whether the proposed demerger moves to the next stage of implementation.
Court Approval Still Required
In addition to shareholder approval, the restructuring remains subject to formal sanction by the Lahore High Court.
The court’s approval is a legal requirement under the applicable corporate laws governing schemes of arrangement and demergers in Pakistan.
Only after the court grants its sanction can the company proceed with completing the asset transfer and implementing the restructuring.
The company also emphasized that the transaction remains subject to compliance with all applicable legal, corporate, and regulatory requirements before it becomes fully effective.
These approvals are intended to ensure that the interests of shareholders, creditors, and other stakeholders are adequately protected throughout the restructuring process.
REIT Structure Could Unlock Long-Term Value
The proposed REIT structure reflects a growing trend among companies seeking to optimize the value of their real estate holdings through dedicated investment vehicles.
By transferring selected properties into a wholly owned SPV, Citi Pharma aims to establish a clearer separation between its operating pharmaceutical business and its property assets.
Such restructuring can improve transparency, simplify asset management, and provide greater flexibility for future financing or investment opportunities related to real estate.
Market participants often view these corporate restructuring initiatives as a way to unlock hidden asset value while allowing management to focus on its primary business operations.
However, the ultimate benefits of the Citi Pharma Demerger Plan will depend on successful completion of the legal process, shareholder support, regulatory compliance, and the future development of the proposed REIT structure.
Notification Submitted to PSX
Citi Pharma disclosed the board’s decision through an official notification submitted to the Pakistan Stock Exchange.
The filing informed investors that implementation of the Scheme of Arrangement will only proceed after obtaining all necessary approvals from shareholders, the Lahore High Court, and the relevant regulatory authorities.
Until those approvals are secured, the proposed demerger and transfer of assets will remain subject to the completion of the prescribed legal process.
The development represents an important corporate milestone for Citi Pharma as it seeks to strengthen its organizational structure and establish a separate platform for managing its real estate assets while continuing to focus on its pharmaceutical business.