MJL Bangladesh Limited Upward Band: Tk
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‘If you have any query about this document, you may consult issuer, issue manager and underwriter’ Prospectus For Public offer of 40,000,000 ordinary shares of Tk. 10/- at an issue price of Tk. [*]/- each including a premium of Tk. [*]/- per share totaling to Tk. [*]/- (Indicative price is Tk. 127/- each including a premium of Tk. 117/- per share) Of MJL Bangladesh Limited Upward Band: Tk. 152.40 Downward Band: Tk. 101.60 Bidding period for EIIs: Manager to the Issue Prime Finance & Investment Limited 63, Dilkusha C/A (3rd Floor), Dhaka-1000 Phone: 9563883, Fax: 9563692 E-mail: [email protected], Website: www.primefinance.net Registrar to the Issue Grameen Capital Management Limited Underwriters Bangladesh Mutual Securities Limited LankaBangla Finance Limited Grameen Capital Management Limited Mercantile Securities Limited ICB Capital Management Limited Prime Bank Investment Limited IDLC Finance Limited Prime Finance & Investment Limited IIDFC Capital Management Limited Pubali Bank Limited Karnaphuli Insurance Company Limited Union Capital Limited Credit Rating Status Rating Company: Credit Rating Information and Services Limited (CRISL) Long term: AA+ Short term: ST-1 Issue Date of the Prospectus: …………… The issue shall be placed in “N” category “CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR” MJL Bangladesh Limited REGISTERED OFFICE Mobil House, CWS (C) 9, Gulshan-1, Dhaka-1212. Tel:+88(02) 8813597-8, 8813661 Fax:+88(02) 9885269 E-mail: [email protected] Web: www.mobilbd.com Availability of Prospectus The Prospectus of MJL Bangladesh Limited may be obtained from the Issuer Company, Issue Managers, The Underwriters and The Stock Exchanges as follows: Issuer Company Contact Person Telephone Number MJL Bangladesh Limited Mohammad Tipu Sultan FCA 813597-8 Mobil House, CWS (C) 9, Gulshan-1,Dhaka-1212. Chief Financial Officer 8813661 Managers To the Issue Contact Person Telephone Number Prime Finance & Investment Limited Md. Rezaul Haque 9563883 63, Dilkusha C.A., (3rd Floor), Dhaka-1000 Senior Vice President & Head of Merchant Banking Underwriters Contact Person Telephone Number Grameen Capital Management Limited Mr. Shieadul Morsalin 8057618 Grameen Bank Bhaban, Mirpur-2, Dhaka-1216 Head of Merchant Banking ICB Capital Management Limited Mr. Md. Abdur Rouf 7160326-27 8, DIT Avenue (14th Floor), Dhaka-1000 Chief Executive Officer Union Capital Limited Mr. Abul Munim Khan 9662888 Noor Tower (5th Floor), 73, Sonargaon Road Dhaka-1205 SVP & Head of Business IDLC Finance Limited Mr. Md. Moniruzzaman Eunoos Trade Center, Level 13, 52-53 Dilkusha C/A,Dhaka-1000 Head of Merchant Banking Division Prime Finance & Investment Limited Mr. Md. Rezaul Haque 9563883 63, Dilkusha C.A., (3rd Floor), Dhaka-1000 SVP & Head of Merchant Banking Mercantile Securities Limited Mr. Mustofa Kamal 7119654 Paramount Heights, 65/2/1, Box Culvert Road, Purana Paltan, Dhaka Chief Executive Officer Karnaphuli Insurance Company Limited F.J. M Hafiza Sultana 9564808-11 Biman Bhaban (3rd Floor), 100 Motijheel C/A, Dhaka-1000, Company Secretary & GM Prime Bank Investment Limited Mr. Sheikh Mortuza Ahmed 9555674, 9557688 People’s Insurance Bhaban,11th Floor, 36Dilkusha C/A,Dhaka-1000 Chief Executive Officer IIDFC Capital Limited Mr. Md. Anwar Hossain 9550053 Eunoos Trade Centre (Level 7), 52-53 Dilkusha C/A,Dhaka-1000 Chief Executive Officer LankaBangla Finance Limited Mr. M. Shakil Islam Bhuiyan 9883701-10 Safura Tower (Level 11), 20 Kemal Ataturk Avenue, Banani, Dhaka AVP & Merchant Banking Division Pubali Bank Limited Mr. Sayeed Ahmed FCA 9551614 26 Dilkusha C/A, Dihaka-1000 GM & CFO Bangladesh Mutual Securities Limited Mr. Sumon Chandra Modak 7169428, 9570624 Shareef Mansion (7th Floor), 56-57 Motijheel C/A, Dhaka Assistant Vice President Stock Exchanges Available at Telephone Number Dhaka Stock Exchange Limited (DSE) DSE Library 9564601-7 9/F, Motijheel C.A., Dhaka–1000 Chittagong Stock Exchange Limited (CSE) CSE Library (031) 714632-3 CSE Building, 1080 Sheikh Mujib Road, Agrabad,Chittagong–4100 (031) 720871-3 Prospectus is also available on the websites www.mobilbd.com,www.primefinance.net,www.secbd.org, www.dsebd.org, www.csebd.com and public reference room of the Securities and Exchange Commission (SEC) for reading and study. Name and Address of the Auditors ACNABIN Chartered Accountants BDBL Bhaban (13th Floor) 12, Karwan Bazar, Dhaka 1215. Phone: 880-8144347-52 and Fax: 880-8144353 2 Table of Contents Particulars Page Section I: Statutory conditions 7 Disclosure in respect of issuance of securities in dematerialize form 7 Consent to commence bidding by the eligible institutional investors for price discovery 7 General information 9 Section II: Declarations and due diligence certificates 10 Declaration about the responsibility of the director(s), including the CEO of the company 10 “MJL Bangladesh Limited” in respect of the prospectus Consent of the director(s) to serve as director(s) 10 Declaration about filing of prospectus with the Registrar of Joint Stock Companies and Firms 11 Declaration by the issuer about the approval from Securities and Exchange Commission for any 11 material change Declaration by the issue managers about the approval from Securities and Exchange Commission 11 for any material change Due diligence certificate of the mangers to the issue 12 Due diligence certificate of the underwriter(s) 13 Section III: Risk factors and management’s perception about the risks 14 Section IV: Issue size and purpose of the public offering 20 Capital Structure 20 Use of IPO proceeds 20 Implementation Schedule of New Projects 21 Contracts with Any Party for Using the Proceeds of Sale of Securities 21 Section V: Information about the company 22 Information about the Company 22 Nature of business 22 Principal products and services 23 AGM Status of the Company 31 Products/services that account for more than 10% of the company’s total revenue 32 Associates, subsidiary/related holding company and their core areas of business 32 Distribution of products/services 32 Competitive condition of business 33 Sources and availability of raw materials and principal suppliers 34 Sources of and requirement for power, gas and water or any other utilities 34 Customer providing 10% or more revenues 35 Description of contract with principal suppliers/customers 35 Description of any material patents, trademarks, licenses or royalty agreements 36 Number of employees 36 Production/service rendering capacity and current utilization 36 Section VI: Description of property 37 Description of Property 37 Section VII: Plan of operation and discussion of financial condition 38 Internal and external sources of cash (as per audited accounts) 38 Material commitment for capital expenditure 38 Causes for material changes 38 Seasonal aspect of the company’s business 39 Known trends, events or uncertainties 39 Change in the assets of the company used to pay off any liabilities 39 3 Particulars Page Loan taken from or given to holding/parent company or subsidiary company 39 Future contractual liabilities 39 Estimated Future capital expenditure 39 VAT, income tax, customs duty or other tax liability 40 Operating lease agreement during last five years 41 Financial lease commitment during last five years 42 Personnel related scheme 42 Breakdown of estimated expenses for IPO 42 Revaluation of company’s assets and summary thereof 44 Transaction between holding/subsidiary/associate company and the issuer 44 Auditors certificate regarding allotment of shares to promoters or sponsor shareholders for 45 consideration other than in cash Declaration regarding suppression of material information 45 Section VIII: Information about the directors and officers 46 Directors of the company 46 Information regarding directors and directorship 46 Directors’ involvement in other organization 47 Family relationship among directors and top officials 47 Short bio-data of the directors 48 Credit Information Bureau (CIB) report 51 Description of top executives and departmental heads 51 Involvement of directors and officers in certain legal proceedings 52 Certain relationships and related transactions 52 Executive compensation 53 Options granted to directors, officers and employees 53 Transaction with the directors and subscribers to the memorandum 53 Tangible assets per share 55 Ownership of the company’s securities 56 Securities owned by the officers 56 Shareholders shareholding 5% or more 56 Section IX: Features of IPO 57 Book building method 57 Determination of indicative price 59 Market for the securities being offered 61 Declaration about listing of shares with Stock Exchanges 62 Description of Securities outstanding or being offered 62 Dividend, voting, preemption rights 62 Conversion and liquidation rights 62 Dividend policy 63 Other rights of shareholders 63 Debt Securities 63 Section X: Plan of distribution 64 Underwriting of shares 64 Principal terms and conditions