DFCC Vardhana Bank Limited Debenture Issue 2011/16 INTRODUCTORY DOCUMENT
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DFCC Vardhana Bank Limited Debenture Issue 2011/16 INTRODUCTORY DOCUMENT Managers to the Introduction Acuity Partners (Private) Limited FOR OBTAINING A LISTING OF 10,000,000 UNSECURED SUBORDINATED REDEEMABLE FIVE YEAR RATED AND TRANSFERABLE DEBENTURES ON THE MAIN BOARD OF THE DEBT SECURITIES TRADING SYSTEM OF THE COLOMBO STOCK EXCHANGE Managers to the Introduction Acuity Partners (Private) Limited No. 53, Dharmapala Mawatha Colombo 07, Sri Lanka Tel: 2 206206 2 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document INTRODUCTORY DOCUMENT The Colombo Stock Exchange (“CSE’) has taken reasonable care to ensure full and fair disclosure of information in this Introductory Document. However, CSE assumes no responsibility for the accuracy of the statements made, opinions expressed or reports included in this Introductory Document. This Introductory Document is dated 21st November 2011. This Introductory Document has been prepared by Acuity Partners (Pvt) Limited (hereinafter referred to as “Acuity”) on behalf of DFCC Vardhana Bank Limited. DFCC Vardhana Bank Limited (hereinafter referred to as “DVB” or “the Bank”) and its Directors confirm that to the best of their knowledge and belief, the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading. While DVB has taken reasonable care to ensure full and fair disclosure of pertinent information, it does not assume responsibility for any investment decisions made by the investors based on the information contained herein. In making such investment decisions, prospective investors must rely on their own knowledge, examination and assessments on DVB and the terms of the Debentures Issued (knowledge, perception together with their own examination and assessment on DVB and the terms and conditions of the Debentures issued) including the risks associated. Investors are further advised to obtain clarifications in this regard from their tax advisors. DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document 3 Representation No dealer, sales person, individual or any other outside party has been authorized to give out any information or to make any representation in regard to this Introduction other than the information and representations contained in this Introductory Document and if given or made such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Introductory Document shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Company since the date of this Introductory Document. If you are in any doubt regarding the contents of this document or if you require any clarification or advice in this regard, you should consult your Stock Broker, Lawyer or any other Professional Advisor. 4 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document TABLE OF CONTENTS 1.0 CORPORATE INFORMATION 7 2.0 SALIENT FEATURES AT A GLANCE AND PARTIES TO THE INTRODUCTION 8 3.0 DEFINITIONS/ABBREVIATIONS AND INTERPRETATIONS 10 4.0 INFORMATION RELATING TO THE INTRODUCTION 13 4.1 Issue of Debentures under Prospectus 13 4.2 Subscription List and Allotment 13 4.3 Introduction 14 4.4 Debenture Types and Number of Debentures to be Listed 14 4.5 Interest 14 4.6 Interest Period 15 4.7 Interest Payment Date 15 4.8 Interest Repricing Date 16 4.9 Objectives of the Issue 16 4.10 Payment of the Principal Sum and Interest 16 4.11 Withholding Tax 17 4.12 Redemption 18 4.13 Trustee to the Issue 18 4.14 Rights of the Debenture Holders 18 4.15 Risk Factors Specifically Associated with the Debentures 18 4.16 Benefit of Investing in the Debentures 19 4.17 Transfer of the Debentures 19 4.18 Rating of the Instrument 20 5.0 OVERVIEW OF DFCC VARDHANA BANK LIMITED 21 5.1 Historical Overview 21 5.2 Significant Milestones 21 5.3 Performance Overview during 2010 22 5.4 Principal Activities 23 5.5 Outlook for 2011 and beyond and Assumptions and Risks Related to Future Plans 24 5.6 Degree of Dependence on key Customers and Suppliers 25 5.7 Employees and Labour Union Details 25 5.8 Major Shareholdings as at 30 September 2011 25 6.0 CAPITAL STRUCTURE 26 6.1 Stated Capital 26 6.2 Transferability of Shares 26 6.3 Details of Debt Securities 26 6.4 Details of Share and Debenture Allotments 26 6.5 Details of Share Redemption and Reduction in Share Capital 26 6.6 Details of Outstanding Convertible Debt Securities 26 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document 5 7.0 THE BOARD OF DIRECTORS 27 7.1 Board of Directors of DVB 27 7.2 Directors’ Remuneration 31 8.0 CORPORATE MANAGEMENT AND SENIOR MANAGEMENT TEAM 32 9.0 CORPORATE GOVERNANCE PRACTICES 35 9.1 Overview 35 9.2 Audit Committee 36 9.3 Board Human Resource and Remuneration Committee 36 9.4 Nomination Committee 37 9.5 Integrated Risk Management Committee 37 10.0 STATUTORY AND OTHER GENERAL INFORMATION 39 10.1 Hosting of Documents 39 10.2 Copies of the Introductory Document 39 10.3 Details of Legal, Arbitration or Mediation Proceedings 39 10.4 Details of Penalties Imposed by Regulatory and State Authorities 39 10.5 Details of Contingent Liabilities 39 10.6 Financial Statements 40 10.7 Conflict of Interest Between DVB and Trustee 40 10.8 Key Ratios 40 10.9 Assets Pledged as Security 40 10.10 Non Resident Investors 40 11.0 DECLARATION BY THE DIRECTORS 41 ANNEX A: DFCC VARDHANA BANK LIMITED, AUDITORS REPORT TO THE BOARD OF DIRECTORS AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2010 43 ANNEX B: DFCC VARDHANA BANK LIMITED, AUDITORS REPORT TO THE BOARD OF DIRECTORS AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2009 79 ANNEX C: DFCC VARDHANA BANK LIMITED, AUDITORS REPORT TO THE BOARD OF DIRECTORS AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2008 115 ANNEX D: DFCC VARDHANA BANK LIMITED, UNAUDITED INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2011 149 ANNEX E: CREDIT RATINGS REPORT BY FITCH RATINGS LANKA LTD 157 ANNEX F: COLLECTION POINTS 161 6 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document 1.0 CORPORATE INFORMATION Name of Company DFCC Vardhana Bank Limited Legal Form A limited liability company incorporated in Colombo on 25 August 1995 under the Companies Act No 17 of 1982. The Company was re- registered under the Companies Act No 07 of 2007 on 16 September 2008 bearing registration number PB 633. It is a Licensed Commercial Bank under the Banking Act No 30 of 1988. Registered Office & Head Office DFCC Vardhana Bank Limited No. 73, W A D Ramanayake Mawatha Colombo 02, Sri Lanka. Tel: +94- 11 -2371371 Fax: +94-11-2371372 Board of Directors Mr. J M S Brito (Chairman) Mr. L H A Lakshman Silva (CEO) Mr. L N de S Wijeyeratne (Senior Director) Mr. T Dharmarajah Mr. A N Fonseka Mr. R S Jayawardena Mr. S Nagarajah Ms R A P Withana Auditors KPMG Ford, Rhodes, Thornton & Co. Chartered Accountants No. 32 A, Mohamed Macan Markar Mawatha Colombo 03, Sri Lanka. Tel:+94-11- 2426426 Fax:+ 94-11-2445872 Company Secretary Mr. W A Mendis DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document 7 2.0 SALIENT FEATURES AT A GLANCE AND PARTIES TO THE INTRODUCTION Instrument and Rate of Interest (Yield) Unsecured Subordinated Redeemable Five (05) year Rated and Transferable Debentures, categorized as Debentures of Type A and Type B as described below. Type A Fixed Interest rate of eleven point five per centum (11.50%) p.a. payable semi-annually each year on 30th June and 31st December from Date of Allotment until the Date of Redemption on the principal sum of the Debentures. The tenor of the Debenture is Five (05) years. Type B Variable interest rate of weighted average six month (182 day) Treasury Bill after tax interest rate (grossed up for notional Withholding Tax) plus one point five per centum (1.50%) p.a. payable semi-annually each year on 30th June and 31st December from Date of Allotment until the Date of Redemption on the principal sum of the Debentures. The tenor of Debenture is Five (05) years. Face Value of each Debenture Type A and Type B - LKR 100 Issue Price Both Type A and Type B Debentures were issued at LKR 100 each Amount raised LKR 1,000 million Date of Maturity On completion of Five (05) years from the Date of Allotment of the Debentures Debenture Issue Rating Fitch Ratings Lanka has assigned a National Rating of ‘A+(lka)’ Date of Allotment 07th September 2011 Lawyers to the Introduction Nithya Partners Attorneys-at-Law No. 97A, Galle Road Colombo 03, Sri Lanka Tel: +94-11- 4712625 Fax:+94-11-2328817 Trustees Deutsche Bank AG, Colombo Branch No 86 Galle Road Colombo 03 Tel: +94-11-4791137 Fax: +94-11-2343336 8 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document Managers to the Introduction Acuity Partners (Private) Limited 7th Floor, Acuity House No. 53, Dharmapala Mawatha Colombo 03, Sri Lanka Tel: +94-11-2206206 (G), +94-11-2206212 (D) Fax: +94-11-2437149 Continuing Registrars DFCC Group Treasury No. 73/5, Galle Road Colombo 03, Sri Lanka. Tel: +94-11-2442442 Fax: +94-11-2344434 DFCC Vardhana Bank Limited – Debenture Issue 2011/16 – Introductory Document 9 3.0 DEFINITIONS/ABBREVIATIONS AND INTERPRETATIONS In this Introductory Document the following definitions/abbreviations and interpretations apply unless the subject or context otherwise requires.