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Kabraji & Talibuddin is a leading law firm in the corporate sector of Pakistan having acted on several pioneering domestic and cross-border projects and transactions. Kabraji & Talibuddin’s portfolio of clients is varied and includes some of the leading banks, financial institutions, and companies from across the globe. The firm represents these entities in a diverse range of matters, most prominently: project finance, capital markets, aviation, joint ventures, inward foreign investment, securities, and private equity.

Kabraji & Talibuddin also specializes in merger and acquisition deals and has, as a result, established good relations with and expertise in liaising with regulatory authorities, including: the Securities and Exchange Commission of Pakistan (the SECP; companies’ regulator), with which we have liaised to propose amendments to legislation; the Competition Commission of Pakistan (the CCP; anti-trust and merger control regulator), with which we discuss and settle antitrust issues, as well as pre-merger clearance and exemption applications; and the State Bank of Pakistan (the SBP; central bank), with which we facilitate clients in respect of applications, and registration of agreements such as for loans granted by foreign multi-lateral investment institutions.

Kabraji & Talibuddin has a depth of knowledge and proven experience in handling particular types of (increasingly niche) legal issues arising from corporate and M&A transactions, and regularly acts for foreign clients including International Finance Corporation, Royal Bank of Scotland, Maersk, Shanghai Electric Power Company Limited, Fatima Gobi Ventures, TPG Global LLC, China Machinery Engineering Corporation, Mitsubishi Corporation and Proparco (Groupe Agence Française de Développement). In advising our clients, some of whom we have sustained relationships with over a decade, Kabraji & Talibuddin has honed superior depth in complex corporate and M&A transactions; from its senior partners to its trainees, the team at Kabraji & Talibuddin are building thought leadership, enhancing market recognition through journal contributions, advancing lawyer rankings, and conducting seminars to remain aware of emerging changes and developments in the corporate and M&A sector and the resulting impact on our work.

With its practice based in a developing country, Kabraji & Talibuddin regularly provides legal advice to small to medium-sized enterprises (SMEs), and women-led and owned businesses, both at discounted rates and pro-bono, in all matters relating to corporate law. Our services include drafting constitutional documents, responding to a range of queries in matters relating to corporate governance and company regulation, and advising on regulatory compliance, especially in relation to notifications and circulars as may be issued by the SECP from time to time.

Corporate legislation in Pakistan has largely been adopted and inherited from British India through the Government of India Act 1935 and has its roots in the Partnership Act 1932, Sale of Goods Act 1930, and the Contract Act 1872, each of which has been incorporated as federal acts through the Constitution of Pakistan (as amended from time to time). As a result, the legislative and judicial functions of Pakistan (and India - a neighbouring jurisdiction) largely rely on English precedent in domestic matters relating to corporate procedure and practices. Indian judgments also hold persuasive value in Pakistani courts.

In Pakistan today, M&As are governed by a host of laws. While some may be specific to the nature of an individual transaction, the following laws are interpreted minutely when advising on M&A deals in Pakistan:

(i) Securities Act 2015 (the Securities Act) and the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 (the Takeover Regulations)

Where the shares which are the subject of acquisition are held in listed companies, the Securities Act applies together with the Takeover Regulations notified under the Securities Act.

Certain transactions such as rights issues, acquisition of voting shares in the ordinary course of business by banks and financial institutions as enforcement of security, schemes of arrangement or reconstruction (including amalgamations, mergers or de-mergers, sales of shares in pursuance of privatization, and acquisition inter se qualifying persons (such as relatives, major shareholders, etc.) are exempt from the application of the Securities Act.

In particular, the Takeover Regulations contain detailed provisions concerning the acquisition of shares of a listed company. Where an acquirer intends to acquire more than 25% of voting shares or control of the listed undertaking the acquirer is compulsorily required to make a public announcement of offer to acquire voting shares or control of such company. Comparably in India, a bidder that acquires shares that reach certain thresholds of voting rights or control in a public company (directly or indirectly) is mandatorily required to make an open offer for at least 26% of the total shares of the target.

(ii) The Companies (General Forms and Provisions) Regulations 2018 (the Companies Regulations); Companies (Incorporation) Regulations 2017 (the Incorporation Regulations)

The SECP has been established under the Securities and Exchange Commission of Pakistan Act 1997, and issues from time-to-time, various rules, regulations, notifications, circulars, directives, and guidelines, often read in conjunction with the Companies Act 2017. One such set of regulation promulgated in 2018 is the Companies Regulations, which sets out the various forms and provisions under which Pakistani companies are required to submit to the SECP in the event of, inter alia, any amendments or developments in its company structure by way of appointing or removing directors, and changes in its shareholders, or shareholding proportions and structures.

Pursuant to the Incorporation Regulations, where foreign persons or entities are acquiring shares in a Pakistani company, or in the case of appointments of foreign directors, such person(s) or entities are required to obtain security clearance from the Ministry of Interior, a division of the Government of Pakistan that monitors national security.

India’s Ministry of Home Affairs has issued similar rules; however, while the Incorporation Regulations in Pakistan provide for security clearance in respect of all foreign persons and entities, India’s Ministry of Home Affairs has narrowed down the requirement of security clearance to countries that share a land border with India, i.e., China, Bangladesh, Pakistan, Bhutan, Nepal, Myanmar, and Afghanistan, before they are confirmed as directors on boards of Indian companies.

(iii) Pakistan Stock Exchange Regulations (the PSX Regulations)

The provisions of the PSX Regulations, notified inter alia under the Securities Act, are also relevant where M&As involve listed companies. Its regulatory ambit includes the corporate sector, capital markets, the financial sector (other than banking) and insurance companies.

(iv) Companies Act 2017 (the Companies Act)

The Companies Act was enacted to facilitate incorporations and promote the development of the corporate sector, regulating corporate entities for protecting the interests of shareholders, creditors, other stakeholders, and the general public, inculcating principles of good governance, safeguarding minority interests in corporate entities and providing an alternate mechanism for the expeditious resolution of corporate disputes.

The Companies Act provides the general framework for schemes of arrangement for amalgamations and restructuring of companies and, inter alia, allows companies (whether private or listed) to enter into arrangements with their members or creditors. Schemes of arrangement under the Companies Act are sanctioned by the SECP or the relevant High Courts, depending on the size of the companies involved (which is determined based on, inter alia, turnover and number of employees).

Separate legal frameworks apply to companies that undertake regulated businesses, e.g., the framework for banks has been provided in the Banking Companies Ordinance 1962, and the framework for insurance companies has been provided in the Insurance Ordinance 2000.

The Companies Act also provides for restrictions on the transfer of shares by the shareholders of a private company, which gives rise to a statutory right of first refusal for shareholders prior to transfer to any third party.

As mentioned in (ii) above, the Companies Regulations provide a return to be filed with the SECP in the event of any allotment of shares or any change of more than 25% in its shareholding, membership, or voting rights.

(v) Foreign Exchange Regulation Act 1947 (the FERA) and the Foreign Exchange Manual (the FEM)

Cross-border M&A transactions which involve foreign exchange and the transfer of securities across jurisdictions, are subject to the FERA and the circulars and notifications issued thereunder.

Significantly, the FERA provides for restrictions on the export and transfer of securities (including shares), such as for issuing or transferring any security or creating or transferring any interest in any security, whether to or in favour of a person resident outside Pakistan. The SBP has granted and set out general exemptions to these restrictions (subject to certain requirements) in connection with the issuance, transfer and export of securities on a repatriation basis. In the event a foreign acquirer falls within the general exemptions as set out therein, it is permitted to acquire shares of a Pakistani company, which shares are then required to be registered with the SBP on a repatriable basis. Registration enables payment of dividends and sale proceeds to be repatriated outside Pakistan for the benefit of the foreign shareholder. Should the general exemptions not apply, special permission of the SBP can be applied for in individual cases.

(vi) Competition Act 2010 (the Competition Act) and the Competition (Merger Control) Regulations 2016 (the Merger Control Regulations)

The Merger Control Regulations have been notified under the Competition Act, Pakistan’s principal anti-trust legislation. The provisions of the Competition Act and the Merger Control Regulations are enforced by the CCP. Where companies that undertake a regulated business - such as banking, telecommunication and insurance - are the subject of an M&A, sector-specific requirements may apply and prior approval is ordinarily required from the relevant regulatory authority. For example, if an acquirer will, on acquisition, hold (beneficially or otherwise) five percent or more of the shares of a banking company, prior approval of the SBP is required.

In Pakistan, the Competition Commission of Pakistan will consider the effects on competition in the local market where foreign players have a local presence (de jure basis). An example of this was the merger between Nestlé SA (incorporated in Switzerland) and Pfizer (incorporated in Delaware, United States). As Nestlé and Pfizer both have presence in Pakistan by way of subsidiaries, and thus products of both companies are available locally, the Competition Commission of Pakistan required the parties to file an application for merger clearance. Conversely, the Competition Commission in India will consider the requirement of pre-merger applications on a de facto basis.

A notable difference in Pakistan’s laws generally and those which affect corporate transactions including M&As, rests on the basis that Pakistan is an Islamic state. Hence Shariah law principles govern the validity and interpretation of corporate legislation. Most notably, provisions relating to payments of interest or any amount deemed to be more than the principal amount of a loan, were determined as being void ab initio by Pakistan’s Federal Shariat Court (albeit the decision has been appealed and so suspended in operation), which held that interest-based arrangements including those found in corporate transactions, are against the principles of Islamic injunctions. In an acquisition of shares, any delay in payment of the full consideration in respect of the purchase of shares that may otherwise require the payment of interest, would thus be considered illegal if the decision were to come into effect.

The Enforcement of Shariah Act 1991 (the Shariat Act) provides that the Islamic injunctions as laid down by the Holy Quran and Sunnah(1) be the supreme law of Pakistan. To this end, a commission has been set up to recommend measures and steps whereby an economic system enunciated by Islam could be established.(2) However, until such time that an alternative Islamic system is introduced, the Shariat Act protects financial obligations and contracts between a “National Institution” and a “Foreign Agency”; the obligations undertaken by a Pakistani borrower to a foreign lender are thus protected under these provisions.(3)

(1) The traditions and practices of the Islamic prophet, Muhammad, that constitute a model for Muslims to follow.

(2) The commission is also mandated to oversee the process of elimination of riba from every sphere of economic activity and to recommend such measures to the Federal Government as would ensure total elimination of riba from the economy.

(3) “National Institution” is defined in Section 18 of the Shariat Act to include the Federal and the Provincial Government, a statutory corporation, company, institution body, enterprise or any person in Pakistan and “Foreign Agency” includes a foreign government, institution or capital market, including a bank and any foreign lending agency, an individual and a supplier of goods and services.

The economic climate in Pakistan has remained uncertain and volatile in recent years. As a result, Pakistan has been forced to take substantial unilateral steps to liberalize its inward foreign direct investment regimes. In spite of this, Pakistan is considerably declining in terms of receiving foreign direct investment; reasons for such decline include the lack of political stability particularly, and an unsatisfactory law and order situation. Further, slow bureaucratic processes, inadequate infrastructure facilities, overburdened and poorly developed dispute settlement mechanisms in terms of contract enforcement and expropriation, the lack of an experienced and trained labour force, as well as cultural and social barriers, have not proved conducive to attracting foreign investors to Pakistan. Conversely, mergers and amalgamations at a local level are prevalent, as companies make efforts to offset the impact of such economic and financial setbacks.

Kabraji & Talibuddin frequently acts as local counsel to foreign clients, both large companies and smaller scale enterprises, in M&A deals, as well as lead counsel to its Pakistan-based clientele. When M&As occur at a global level, they often affect the subsidiaries of such companies in Pakistan by causing a direct or indirect change of shareholding. We have often advised clients on indirect transactions of this nature. As a result of the current economic climate, we note a growing hesitation from large companies in entering into foreign investment deals, particularly in Pakistan, where there is general economic instability arising from factors specific to a developing country, and not simply as the result of the global pandemic.

This entails a detailed scope of work beginning with carrying out due diligence, where the client will set out the level of details or thoroughness we are to apply in carrying out such due diligence. This will often be determined based on, inter alia, the commercial considerations of the acquirer, the structure of the transaction, the size of the target company, and the specific sector-related laws.

In M&A transactions where the target company and acquirer are both local, relatively detailed legal due diligence is common and may include, inter alia, regulatory consents/environmental approvals (including relevant exchange control regulations), validity and terms of contracts entered into by the company (including loans and guarantees granted), employment and advisory contracts, intellectual property assets (including patents, trademarks, and copyright, as an owner or a licensee), personal data processing, competition issues, anti-money laundering and corruption, litigation, and property documentation.

With indirect acquisitions of Pakistan subsidiaries, the acquirer is generally more concerned with “red flag” issues and, as such, outlines materiality thresholds to save time and costs. As such, general corporate information, pending and threatened litigation proceedings and other disputes, regulatory compliance, land-related documents, and material contracts including financing documents and related security documents, are typically within our scope of work.

Recently, we have acted for International Finance Corporation (the IFC) in respect of its loan to Engro Vopak Terminal Limited (EVTL) to a maximum amount of USD 40,000,000, for the expansion of EVTL’s liquified petroleum gas storage capacity at its terminal, and rehabilitation of its existing storage facilities and terminal located at Port Qasim, Karachi. We advised IFC on all local law and regulatory matters including advising on the Implementation Agreement between EVTL and the Port Qasim Authority (the PQA). Since EVTL has been operating the terminal exclusively under its Implementation Agreement with PQA, it was necessary to examine the regulatory regime of the PQA and consider if the creation of security over assets on the terminal owned and controlled by EVTL required PQA prior approval under the Implementation Agreement. Furthermore, we participated in the lengthy commercial negotiations between EVTL and IFC during the finalization of the loan agreement; drafted the local law security documentation, and advised on all Pakistan law-related matters arising out of the loan agreement, as well as security creation and perfection.

We also acted as local counsel to the shareholders of Channel VAS Investments Limited (CVAS Investments) who were selling their respective shares in CVAS Investments. CVAS Investments is a payments company that operates in multiple jurisdictions, including Pakistan. It utilizes cutting-edge analytics tools to provide, inter alia, premium mobile financial services, and handset loans. Its presence in Pakistan, through its subsidiary, CVAS Pakistan, means that credit facilities in the form of small loans are available to a larger segment of the country’s population that did not have access to such facilities. In advising on this transaction, we conducted extensive legal due diligence on CVAS Pakistan. The recently enacted laws in relation to payment systems and mobile banking (including the Regulations for Mobile Banking Interoperability 2016) had to be scrupulously reviewed and analyzed to determine whether CVAS Pakistan had the necessary licenses and permits to operate in Pakistan.

Kabraji & Talibuddin has advised IFC and Fatima Gobi Ventures in relation to their equity investment in Wemsol (Private) Limited (the Target). The firm’s scope of work included (i) advising the clients on Pakistan laws relating to companies, foreign exchange, competition, payment systems and electronic money (ii) drafting the transaction documents (i.e. the share subscription, shareholder and put option agreements respectively) and (iii) advising the clients on the impact (on the clients’ investment in the Target) of certain litigation proceedings and enquires commenced by the Federal Investigation Agency with respect to shareholders of the Target.

The deal was also significant because it was an investment in a company that intends to develop digital ecosystems which have become increasingly important, especially since the outbreak of COVID-19. Investment in the digital economy will go a long way in assisting Pakistan in becoming a major player in the international market. That said, Pakistan has not kept up with the rapid speed at which digital technology is developing across the world; hence there is significant potential in the e-commerce and e-payment sector. If Pakistan intends to realize and fulfil this potential, it is essential that the digital sector continues to receive foreign investment.

The COVID-19 pandemic significantly impacted the business world generally, and in particular Pakistan’s diminishing foreign currency reserves, which has led to significant governmental action such as Pakistan banning imports of foreign goods, in addition to imposing quota restrictions on other items such as cars and mobile phone parts. In efforts to maintain its reserves, the SBP has also staggered approvals for the registration of dividends on a freely repatriable basis in favour of foreign shareholders and directors of Pakistani companies.

Both globally and in Pakistan, some of the aspects of M&A deals that have been affected include ever increasing scrutiny of deal terms, especially ‘material adverse change’ clauses. Parties to M&A deals express concerns as to the delays in post-closing obligations, the satisfaction of conditions precedent, and the eventual completion of deals; further as to recourse, actions, creative and even aggressive negotiation strategies to renegotiate contract terms or even seek an exit.

A subsequent concern arising for sellers in M&A transactions is the likelihood of acquirers invoking a breach of clauses relating to the operation of the company, in its ordinary course of business, in the period between the signing and closing of the transaction. As a result of the unprecedented impact of COVID-19, companies were required to reorganize company structures, forced to lay off large numbers of their workforce, and generally take actions to preserve the operation and survival of the business. The rate at which such actions were taken across various companies were not consistent with the ordinary course and in accordance with past practice, hence amplifying acquirer reservations.

Furthermore, parties to M&A contracts were forced to consider COVID-19 in light of material adverse effect clauses i.e., whether COVID-19 would be considered a force majeure event, which generally includes natural disasters, war and acts of terrorism, and other similar situations beyond the control of the relevant parties. In the event COVID-19 is envisaged as a force majeure event within the scope of the terms of the contract, there is a chance that each party would be free from liability or obligations arising under the contractual terms. The uncertainty caused by such interpretations has led companies to reconsider internal risk assessment and decision-making processes when investing generally, particularly in developing states such as Pakistan.

Due to the exposure of the parties to risks arising from COVID-19 and early termination clauses due to unforeseeable circumstances and force majeure, we have had to reconsider contractual terms that represent a risk in the continuity or termination of agreements, as well as the insurance structures under various M&A deal transaction documents and their respective coverage. It has become essential to analyze and identify breaches or whether events of default have occurred, including obligations to maintain financial and operating capacity or other typical obligations in financing agreements. In reconsidering and interpreting such clauses under various transaction documents, many transactions have been renegotiated or terminated, while some parties have entered into litigation proceedings in order to seek recourse.

As the effects of COVID-19 may continue to prevail, our due diligence processes also focus on the specific industry and risks surrounding the target company, as well as the third parties involved in operations.

As a result of COVID-19, federal and provincial governments had also issued various notifications declaring closures, limited operations, and staggered re-openings of various public services including those of bureaus and offices from which consents and approvals would be required under various transaction documents, to secure deals and other relevant compliance-related aspects that must be verified in an M&A transaction; thus hampering the development of such transactions, and ultimately causing a delay in meeting envisaged conditions precedent in time-sensitive transactions.

There has been a significant rise in venture capital funding, particularly in the area of e-commerce and fin-tech, resulting in an increased number of ‘tech startups’. This has been helped by an investor-friendly e-commerce policy, tax advantages for start-ups and software companies, and offshore/holding structures for these enterprises. Companies’ laws are being amended to recognize and accommodate startups. Kabraji & Talibuddin has taken a keen interest in exploring this newly developed area of law, and has been engaged by local startups in the areas of fintech, logistics, and e-commerce, and advise them on a host of laws which may apply to each business specifically, and in general have advised on company matters and regulatory advice, as well as employment laws.

The federal government has also set up the Special Technology Zone Authority, which provides legislative and institutional support for the development of Pakistan’s technology sector. A legal framework for regulating electronic money institutions and transactions has likewise been set up by the SBP. Further, the recently promulgated Digital Banking Policy allows digital banks to not just operate as e-wallets, but to also provide credit, investments, and other products. Legislative development such as the aforementioned have encouraged start-ups to emerge and survive by encouraging foreign investment in Pakistan, as the start-up market is generally populated by a skilled and younger generation, and is fairly modernized.

This trend is expected to continue as many regulatory and cultural barriers between Pakistan and foreign countries have diminished. In 2021 alone, the SECP reports that 83 startups raised approximately $350m, and so far in 2022, the sector has already raised $136m.(4) The value of investments has risen from USD 12,000,000 to USD 85,000,000 in the span of a single year.

Additionally, with the implementation of the China-Pakistan Economic Corridor, project development in Pakistan has increased with a focus on energy and natural resources, with foreign investment from, amongst others, the Asian Development Bank, China Development Bank, and IFC, for the construction and operation of 50 and 60 mega-watt hydro and coal-powered projects to aid in the generation of electricity and to ultimately alleviate the pressures of Pakistan’s ongoing energy crisis.

(4) According to Invest2Innovate, a Pakistani consultancy firm.

Kabraji & Talibuddin participates regularly in submitting to various legal journals. The firm and its partners have been recognized by many international publications and reputable legal directories, including Chambers and Partners, IFLR1000, Asia Law, Legal 500, Women in Business Law Awards, Global Law Experts, the Women’s Law Network and China Deals of the Year Awards.

We have also contributed to various chapters and publications on a varying range of topics including regular contributions to Lexology, as well as Chambers and Partners, and also regularly contribute to updating jurisdictional guides on aviation laws published by L2b Aviation.

Pakistan’s corporate legislation has been subject to numerous and significant amendments in recent years.

(i) Companies Act (Amendment) Ordinance 2020 and the FEM: ESOPs and Sweat Equity

Through the promulgation of Companies Act (Amendment) Ordinance 2020 (the 2020 Ordinance), start-ups that were not otherwise recognized under the law, have now been incorporated. The concept of employee stock option schemes for private companies has also been introduced and the SBP has permitted stock options to be mirrored in the foreign holding companies. ESOP schemes help draw in quality talent for local companies and encourage retention. Likewise, employees are motivated to take an active role in the company’s growth and development.

Another major amendment has been made whereby private companies may now issue shares for consideration in kind or other than cash. Start-ups generally have consultants and advisors working towards helping the startup grow, which they are required to pay for availing its services. Due to a lack of funds, start-ups struggle to pay such consultants and advisors and therefore offer equity in exchange for monies. While previously, the worth of sweat equity to be issued, had to be verified by an SECP-approved valuator and was practically impossible. Founders of the start-up can therefore determine the value of the service rendered, regulations governing which are yet to be framed.

The SBP has simultaneously amended the FEM to permit sweat equity arrangements to be mirrored in the foreign holding companies. These amendments have now made it easier to issue sweat equity.

(ii) 2020 Ordinance: Share Buy Backs

In a first, private companies can now also buy back their shares, as well as issue shares to new investors for consideration other than in cash. These mechanisms are likely to boost investor confidence in businesses and broaden and diversify the investment pool. Share buy-backs, for instance, enable easier exits and withdrawal of surplus funds, whilst also circumventing existing anti-dilution arrangements. Companies can also free up authorized capital to offer incentives or compensation to incoming investors and key management personnel.

(iii) Companies Regulations: Ultimate Beneficial Owner

In an effort to counter financial crimes such as money laundering and the financing of terrorism, Pakistan has introduced a new regulatory regime for disclosing ultimate beneficial owners (who benefits the most and has the ultimate effective control over an entity) with supporting evidence, to prevent the misuse of corporations in aiding financial malintent.

In 2020, the SECP published an amendment to the Companies Regulations, which introduced obligations on a company in relation to its ultimate beneficial owner. The amendment defined an ultimate beneficial owner as “a natural person who ultimately owns or controls a company, whether directly or indirectly, through at least twenty-five percent of shares or voting rights or by exercising effective control in that company through other means”. All companies are now required to file returns with the SECP to provide particulars of the ultimate beneficial owners, and any change thereto.

(iv) Licensing and Regulatory Framework for Digital Bank, Banking Policy and Regulations Department, State Bank of Pakistan

In January 2022, the SBP promulgated a Licensing and Regulatory Framework for Digital Banks. This inter alia prescribes different types of digital banks, requisite licensing conditions, and constitution models, providing opportunity for incremental growth in a risk-controlled manner. Developments of this nature are particularly relevant in Pakistan given its poorer population as well as its female population that may otherwise deter from obtaining traditional financial services due to a lack of knowledge or exposure.

(v) Regulations for Electronic Money Institutions (the EMI Regulations), Payment Systems Department, State Bank of Pakistan

An EMI is a non-banking entity duly authorized to issue means of payments in the form of electronic money. The purpose of the EMI Regulations is: to provide a regulatory framework for EMIs desirous of offering innovative payment services to the general public; to prescribe minimum service standards and requirements for EMIs to ensure the delivery of payment services in a safe, sound, and cost-effective manner; to provide a baseline for the protection of EMI’s customers; and to achieve the SBP’s objective of increasing digital payments and creating financial inclusion. Under the EMI Regulations, EMIs may issue e-money payment instruments, distribute e-money payment instruments, redeem e-money payment instruments, and any other activity permitted by SBP. e-Money will be used to make payments for goods and services, bill payments, fund transfers and cash deposits, and withdrawals from e-money accounts. EMIs however, will not conduct the business of banking or acceptance of funds from the public for lending, investments, or any speculative activity.

International Corporate / M&A - Pakistan

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Alizeh Bashir

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