Sea Pearl Beach Resort & Spa Limited
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ÔÔcyuwRevRv‡i wewb‡qvM SuzwKc~Y©| †R‡b I ey‡S wewb‡qvM KiæbÕÕ “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.” PROSPECTUS OF SEA PEARL BEACH RESORT & SPA LIMITED PROPOSED ISSUE SIZE PUBLIC ISSUE OF 15,000,000 ORDINARY SHARES OF TK.10.00 EACH AT PAR TOTALING TK.150,000,000.00 Opening and Closing date of Subscription Opening date of subscription: April 22, 2019 Closing date of subscription (Cut-off Date): May 06, 2019 MANAGERS TO THE ISSUE BANCO FINANCE AND INVESTMENT LIMITED PRIME BANK INVESTMENT LIMITED ISSUE DATE OF THE PROSPECTUS: MARCH 28, 2019 Page 1 of 303 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 managers, underwriter(s), auditors, credit rating company and valuer, where applicable; Telephone, Fax Number, Name & Address Contact Person E-mail & Web Address ISSUER Tel: 02-9140454 Tel: 02-9140854 Sea Pearl Beach Resort & Spa Limited Mizanur Rahman Fax: 02-9140616 4 No. K.B Ismail Road, Kachari Ghat, Chief Financial Officer Email: [email protected] Mymensingh-2200 Website: www.royaltulipcoxsbazar.com Website: www.seapearlbd.com ISSUE MANAGERS Banco Finance And Investment Limited Tel: 02-55025169 Shefali Complex (4th Floor), 218/3, A, Mohammad Hamdul Islam Fax: 02-55025167 West Kafrul, Begum Rokeya Sharani, Managing Director & CEO E-mail: [email protected] Taltola, Sher-e-Bangla Nagar, Dhaka-1207 Website: www.bfilbd.org Tel: 02-48810315 Prime Bank Investment Ltd. Tel: 02-48810316 Tajwar Center (5th Floor) Khandoker Raihan Ali, FCA Fax: 02-48810314 House: 34, Road No: 19/A, Banani, SVP & CFO E-mail: [email protected] Dhaka-1213 Website: www.pbil.com.bd UNDERWRITERS Tel: 02-44850005 AIBL Capital Management Limited Muhammad Husain Ahmad Faruqi Fax: 02-44850065 Al-Arafah Tower, Level-15, 63, Purana Chief Executive Officer E-mail: [email protected] Paltan, Dhaka-1000 Website: www.al-arafahbank.com Tel: 02-9551896 Sandhani Life Finance Limited Muhammad Nazrul Islam FCMA Fax: 02-9554847 16, Motijheel Commercial Area, Managing Director & CEO E-mail: [email protected] (3rd Floor), Dhaka – 1000 Website:www.slflbd.com AUDITOR Tel: 02-7171316 Mahfel Huq & Co Tel: 02-9553143 Chartered Accountants Abdul Kayum Akhunjee Fax: 02-9571005 BGIC Tower (4th Floor), 34, Topkhana Road, Manager Email: [email protected] Dhaka-1000. Website: www.mahfelhuq.com (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” Page 2 of 303 (iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS 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 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, 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) ‘Risks in relation to the First Issue’ "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 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) ‘General Risk’ "Investment in securities 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) 173-182" (vii) Sea Pearl Beach Resort & Spa Limited’s Absolute Responsibility’ "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 prospectus are true, fair and correct in 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 of 303 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; The prospectus and abridged version of prospectus in hard and soft forms of Sea Pearl Beach Resort & Spa Limited shall be obtained from the following addresses: Telephone, Fax Number, Name & Address Contact Person E-mail & Web Address ISSUER Tel: 02-9140454 Tel: 02-9140854 Sea Pearl Beach Resort & Spa Limited Mizanur Rahman Fax: 02-9140616 4 No. K.B Ismail Road, Kachari Ghat, Chief Financial Officer Email: [email protected] Mymensingh-2200 Website: www.royaltulipcoxsbazar.com Website: www.seapearlbd.com ISSUE MANAGERS Banco Finance And Investment Limited Tel: 02-55025169 Shefali Complex (4th Floor), 218/3, A, Mohammad Hamdul Islam Fax: 02-55025167 West Kafrul, Begum Rokeya Sharani, Taltola, Managing Director & CEO E-mail:[email protected] Sher-e-Bangla Nagar, Dhaka-1207 Website: www.bfilbd.org Tel: 02-48810315 Prime Bank Investment Ltd. Tel: 02-48810316 Tajwar Center (5th Floor) Khandoker Raihan Ali, FCA Fax: 02-48810314 House: 34, Road No: 19/A, Banani, SVP & CFO E-mail: [email protected] Dhaka-1213 Website: www.pbil.com.bd STOCK EXCHANGES Tel: 02-9564601 Tel: 02-9576210-18 Dhaka Stock Exchange Limited (DSE) Afzalur Rahaman Fax: 02-9564727 DSE Library, 9/F, Motijheel C/A, Dhaka-1000 Manager Fax: 02-9569755 E-mail: [email protected] Website:www.dsebd.org Chittagong Stock Exchange Limited (CSE) Tel: 31-714632-3 CSE Building, 1080, Sk. Mujib Road Tel: 02-9513911-15 Agrabad C/A Chittagong-4000 Mohammed Jabed Sarwar Fax: 31-714101 Assistant Manager Fax: 02-9513906 Dhaka Liaison Office: E-mail: [email protected] Eunoos Trade Center (Level-15) Website: www.cse.com.bd 52‐53 Dilkusha C/A, Dhaka-1000. Prospectus would also be available on the web sites of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com), Sea Pearl Beach Resort & Spa Limited (www.seapearlbd.com), Banco Finance and Investment Limited (www.bfilbd.org), Prime Bank Investment Ltd. (www.pbil.com.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 newspaper where abridged version of Prospectus was published: Sl. No. Name of the Newspapers Date of Publication 01 The New Nation March 28, 2019 02 The Daily Newage March 28, 2019 03 The Daily Share Biz March 28, 2019 04 The Daily Amar Songbad March 28, 2019 Page 4 of 303 (iii) Definitions and Acronyms or Elaborations: A “Articles” or “Articles of The Articles of Association of Sea Pearl Beach Resort & Spa Limited, as Association” or “AoA” amended “Memorandum” or “Memorandum The Memorandum of Association of Sea Pearl Beach Resort & Spa Limited, of Association” or “MoA” as amended AGM Annual General Meeting Allotment Allotment of Shares B BAS Bangladesh Accounting Standard BB Bangladesh Bank BDT Bangladeshi Taka BFIL Banco Finance And Investment Limited BFRS Bangladesh Financial Reporting Standards BO A/C Beneficiary Owner’s Account BSEC Bangladesh Securities and Exchange Commission BREB Bangladesh Rural Electrification Board C CDBL Central Depository Bangladesh Limited CEO Chief Executive Officer CFO Chief Financial Officer Certificate Share Certificate CIB Credit Information Bureau Companies Act Companies Act, 1994 (Act. No. XVIII of 1994) Commission Bangladesh Securities and Exchange Commission CSE Chittagong Stock Exchange Limited D DSE Dhaka Stock Exchange Limited E EI Eligible Investor EPS Earnings Per Share Exchanges Stock Exchanges F FC Account Foreign Currency Account FI Financial Institution G GOB Government of the People’s Republic of Bangladesh H HACCP Hazard analysis and critical control points HVAC Heating ventilation and air conditioning I IPO Initial Public Offering Issue Public Issue of Shares Banco Finance And Investment Limited Issue Managers Prime Bank Investment Ltd. Issuer Sea Pearl Beach Resort & Spa Limited Page 5 of 303 L LC Letter of Credit M MD Managing Director N NAV Net Asset Value NBR National Board of Revenue NRB Non-Resident Bangladeshi O Offering Price Price of the Securities of SPBRSL Our Company Sea Pearl Beach Resort & Spa Limited P PBIL Prime Bank Investment Ltd.