Crystal Insurance Company Limited Prospectus
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Crystal Insurance Company Limited Prospectus ÔÔcyuwRevRv‡i wewb‡qvM SuywKc~Y© | †R‡b I ey‡S wewb‡qvM Ki~yb |Ó “Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before making their investment decisions.” ÒcuywRevRv‡i wewb‡qvM SzuwKc~Y©| wewb‡qvMKvixMY †cÖvm‡c±vm c‡o Ges SuzwKi welq¸wj mZK©Zvi mv‡_ Abyaveb K‡i wbR wbR Avw_©K Ae¯’v I SzuwKMÖnY Kivi m¶gZv we‡ePbv K‡i wewb‡qvM wm×všÍ MÖnY Ki‡eb|Ó Public offer of 16,000,000 Ordinary shares Issue date of the Prospectus: 12th October, 2020 Offer price Tk. 10.00 each (at par), total size of fund to be raised Tk. 160,000,000.00 Opening and closing date of subscription Opening date of subscription: 10th November, 2020 Closing date of subscription: 16th November, 2020 PROSPECTUS Name of the Issuer Crystal Insurance Company Limited Manager to the Issue Sonar Bangla Capital Management Limited Credit Rating Status Long Term: A2 Short Term: ST-2 Credit Rating Company: Credit Rating Agency of Bangladesh (CRAB) Page | 1 Crystal Insurance Company Limited Prospectus (a) Preliminary Information and Declarations: (i) Name(s), address(s), telephone number(s), web address(s),e-mail(s), fax number(s) and contact persons of the Issuer, Issue Manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable; Name & Address Contact Person Telephone, Fax, Email & Web address Issuer Crystal Insurance Company Limited M. Mahfuzur Rahman, ACA Tel: +88-02-9566889 DR Tower (14th floor), DMD & CFO Fax: +88-02-9567205 65/2/2, Box Culvert Road, Email: [email protected] Purana Paltan, Dhaka-1000 Web: www.ciclbd.com Issue Manager Sonar Bangla Capital Management Limited Emam Hossain Tel: +88-02-9511799 Paramount Heights (8thFloor), Managing Director/CEO Fax: +88-02-9515447 65/2/1, Box Culvert Road, (In-charge) Email:[email protected] Purana Paltan, Dhaka-1000 Web: www.sbcmlbd.com Underwriters Sonar Bangla Capital Management Limited Emam Hossain Tel: +88-02-9511799 Paramount Heights ( 8thFloor), Managing Director/CEO Fax: +88-02-9515447 65/2/1, Box Culvert Road, (In-charge) Email: [email protected] Purana Paltan, Dhaka-1000 Web: www.sbcmlbd.com GSP Investments Limited Asif Rahman Tel; +880 2 967 4306 1, Paribagh, Mymensingh Road Chief Executive Officer (CC) Fax: +880 2 967 4194 Dhaka - 1000, Bangladesh Email: [email protected] Web: www.gsp-investments.com Auditor Mahfel Huq& Co. Howlader Mahfel Huq FCA Tel: +88-02-9553143 BGIC Tower (4th Floor), Fax: +88-02-9571005 34, Topkhana Road, Dhaka-1000 Email:[email protected] Web: www.mahfelhuq.com Credit Rating Company Credit Rating Agency of Bangladesh Tahmina Islam Tel: +88-02-55013678 D H Tower, Level 15, Analyst +88-02-55013681-84 6 Panthapath, Dhaka 1215 Fax: +88-02-55013679 Email: [email protected] Web: www.crab.com.bd (ii) A person interested to get a prospectus may obtain from the Issuer, and the Issue Manager(s); (iii) “If you have any query about this document, you may consult the Issuer, Issue Manager and underwriter”; (iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS Page | 2 Crystal Insurance Company Limited Prospectus BEEN OBTAINED TO THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT INGIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUERCOMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THECORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARDTO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEFEXECUTIVE OFFICER, MANAGING DIRECTOR,CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER‟S CHIEF EXECUTIVE OFFICER,UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)." (v) "This being the first issue of the Issuer, there has been no formal market for the securities of the Issuer. The face value of the securities is Tk. 10.00 (ten) and the issue price is Tk 10.00 (ten), i.e. the face value. The issue price has been determined and justified by the Issuer and the Issue Manager or bidding by the eligible investors as stated under the paragraph on “Justification of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing." (vi)"Investment insecurities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of „risk factors‟ given on page number(s) “from 202 to 214” (vii) "The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the Issuer and the issue, that the information contained in the red-herring prospectus or prospectus or information memorandum are true, fair and correction all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect." Page | 3 Crystal Insurance Company Limited Prospectus (b) Availability of Prospectus: (i) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of contact persons of the institutions where the prospectus and abridged version of prospectus are available in hard and soft forms; Name & Address Telephone, Fax, Email & Web Contact Person address Issuer Crystal Insurance Company Limited M. Mahfuzur Rahman, Tel: +88-02-9566889 DR Tower (14th floor), ACA Fax: +88-02-9567205 65/2/2, Box Culvert Road, DMD & CFO Email: [email protected] Purana Paltan, Dhaka-1000 Web: www.ciclbd.com Issue Manager Sonar Bangla Capital Management Limited Emam Hossain Tel: +88-02-9511799 Paramount Heights (8th Floor), Managing Director/CEO Fax: +88-02-9515447 65/2/1, Box Culvert Road, (In-charge) Email:[email protected] Purana Paltan, Dhaka-1000 Web: www.sbcmlbd.com Stock Exchanges Dhaka Stock Exchange Limited DSE Library Tel: +88-02-9564601 9/F, Motijheel C/A, Dhaka-1000 Fax: +88-02-9564727, 9569755 Email: [email protected] Web: www.dsebd.org Chittagong Stock Exchange Ltd. CSE Library Tel: +88-031-714632-3 CSE Building, 1080 Sk. Mujib Road Fax: +88-031-714101 Agrabad C/A, Chittagong-4100 Email: [email protected] Dhaka liaison Office: Web: http://www.cse.com.bd 52-53, Dilkusha C/A, Dhaka-1000 Prospectus would also be available on the web sites of the Issuer and Issue Manager‟s websites, BSEC (www.sec.gov.bd) and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. (ii) Names and dates of the newspapers where abridged version of prospectus was published. Sl No. Name of newspapers Date of publication 1 The Financial Express 12 October, 2020 2 The New Nation 12 October, 2020 3 Samakal 12 October, 2020 4 The Bonik Barta 12 October, 2020 Page | 4 Crystal Insurance Company Limited Prospectus (iii) Definitions and Acronyms or Elaborations: A AGM Annual General Meeting Allotment Letter of allotment for shares B BO A/C Beneficial Owner account or Depository account BAS Bangladesh Accounting Standard BDT Bangladeshi Taka BSEC Bangladesh Securities and Exchange Commission BFRS Bangladesh Financial Reporting Standard C CICL Crystal Insurance Company Limited CDBL Central Depository Bangladesh Limited Commission Bangladesh Securities and Exchange Commission Companies Act Companies Act, 1994 (Act No. XVIII of 1994) CSE Chittagong Stock Exchange Limited CIB Credit Information Bureau D DSE Dhaka Stock Exchange Limited E EPS Earnings per share Exchanges Stock Exchanges F FC Account Foreign Currency Account G GC Going Concern I IPO Initial Public Offering Issue Public Issue Issuer Crystal Insurance Company Limited Issue Manager Sonar Bangla Capital Management Limited N NAV Net Asset Value NRB Non-resident Bangladeshi O Offering Price Price of the Securities of Crystal Insurance Company Limited being offered P P/E Price Earnings ratio Pound United Kingdom Pound R Registered Office Head Office of the Company RJSC Registrar of Joint Stock Companies & Firms S SBCML Sonar Bangla Capital Management Limited Securities Shares of Crystal Insurance Company Limited Sponsors the Sponsor Shareholders of Crystal Insurance Company Limited T The Company Crystal Insurance Company Limited V VAT Value Added Tax Page | 5 Crystal Insurance Company Limited Prospectus Table of Contents Section I 14 Executive Summary 14 (a) About the Industry 15 (b) About the Issuer 16 (c) Financial Information 17 (d) Features of the issue and its objects 18 (e) Legal and other Information 19 (f) Promoters‟ Background 19 (g)