SAIF POWERTEC LIMITED Rupayan Center (8Th Floor), 72 Mohakhali C/ A, Dhaka 1212
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“If you have any query about this document, you may consult the issuer, the issue manager and the underwriters” PROSPECTUS OF SAIF POWERTEC LIMITED Rupayan Center (8th floor), 72 Mohakhali C/ A, Dhaka 1212. Tel: (880 2)9856358-9, Fax: (880 2) 9855949, Web: www.saifpowertecltd.com E-mail: [email protected] PUBLIC ISSUE OF 12,000,000 ORDINARY SHARES OF TK. 10.00 EACH AT AN ISSUE PRICE OF TK. 30.00 INCLUDING A PREMIUIM OF TK. 20.00 PER SHARE TOTALLING TO TK. 360,000,000.00 Opening date for subscription : July 06, 2014 Closing date for subscription : July 10, 2014 Non-Resident Bangladeshi (NRB) subscription opens on : July 06, 2014 Non-Resident Bangladeshi (NRB) subscription closes on : July 19, 2014 UNDERWRITERS Prime Finance Capital Management Limited 63, Dilkusha C/A (3rd floor), Dhaka PLFS Investments Limited Janata Capital & Investment Ltd. Paramount Heights (13th Floor) 48, Motijheel C/A (3rd Floor), Dhaka-1000. 65/2/1, Box Culvert Road, Dhaka-1000. ICB Capital Management Limited BDBL Bhaban (level-16), 8, RAJUK Avenue, Dhaka-1000. MANAGER TO THE ISSUE ICB Capital Management Limited (A S u b s i d i a r y o f I C B ) BDBL Bhaban (level-16), 8, Rajuk Avenue, Dhaka-1000. Phone: 9585691-92, Fax: 02-9555707, Website: www.icbcml.com.bd CREDIT RATING STATUS Long Term Short Term Entity Rating BBB1 ST-3 Date of Rating 18 December, 2013 Rated by CREDIT RATING AGENCY OF BANGLADESH LTD. (CRAB) Validity of the Rating December 15, 2014 The issue shall be placed in “N” category Issue Date of Prospectus : 27-04-2014 SAIF POWERTEC LIMITED Dhaka Office: Rupayan Center (8th floor), 72 Mohakhali C/A, Dhaka 1212. Tel: (880 2) 9856358-9 Fax: (880 2) 9855949 Chittagong Office: House # 09, Road # 01, Lane # 01, Block # G, Halishahar, Chittagong Web: www.saifpowertecltd.com, E-mail: [email protected] “CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, ANDTHE 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”. Page 1 of 188 AVAILABILITY OF PROSPECTUS The Prospectus of the Company may be available at the following addresses: Company Contact Person Contact Number SAIF POWERTEC LIMITED Tarafder Md. Ruhul Amin Rupayan Center (8th fl), 72 Mohakhali C /A, Director & Managing Director 9856358-9 Dhaka 1212. Particulars Contact Person Contact Number Manager to the Issue ICB Capital Management Ltd. Md. Moshiur Rahman Tel : 02-9585693, 9585691-92, BDBL Bhaban (Level-16), Chief Executive Officer EXT 202, 9574234 8, Rajuk Avenue, Dhaka-1000. Underwriters ICB Capital Management Ltd. Md. Moshiur Rahman 02-9585693, 9585691-92 BDBL Bhaban (Level-16), Chief Executive Officer 8, Rajuk Avenue, Dhaka-1000. PLFS Investments Limited Mostofa Kamal 7119654 Paramount Heights (13th Floor) Chief Executive Officer 65/2/1, Box Culvert Road, Dhaka-1000. Prime Finance Capital Management Ltd. M. Mosharraf Hossain PhD, FCA 9563883 63, Dilkusha C/A (3rd floor), Dhaka Managing Director & CEO Janata Capital & Investment Ltd. Md. Jahangir Miah 9564825, 7176421 48, Motijheel C/A (3rd Floor), Dhaka-1000. Chief Executive Stock Exchanges Available at Contact Number Dhaka Stock Exchange Ltd. 02-9564601-7 DSE Library 9/F Motijheel C/A, Dhaka-1000. 7175705-9 Chittagong Stock Exchange Ltd. CSE Building, 1080 Sheikh Mujib Road, 031-714632-3 Chittagong. 031-720871-3 CSE Library Dhaka Liaison Office: Eunoos Trade Center Ltd. (Level-15) 9513911-15 52-53 Dilkusha C/A, Dhaka-1000. Prospectus would also be available on the website of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com), Issue Manager (www.icbcml.com.bd), Issuer (www.saifpowertecltd.com) and Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and study. Auditor’s Information: Name and Address of Auditor Telephone ATA KHAN & CO Phone: (880-2) 9560933, 9560716 & Chartered Accountants 9552833 67, Motijheel Commercial Area, Dhaka 1000 Lawyer’s Information: Name and Address of Lawyer’s Telephone Omar H. Khan (Joy) LLB (Hons) University of London Phone: +88 02 961 2383-5 Barrister- at- Law (Lincoin’s Inn. UK) Fax: +88 02 961 2385 Advocate, Supreme Court of Bangladesh E-mail:[email protected] Khair Mansion (4th Floor) 235/2 Elephant Road, Dhaka-1205 Page 2 of 188 Definition and Elaboration of the abbreviated words and technical terms used in the Prospectus IPO : Initial Public Offering Commission : Bangladesh Securities and Exchange Commission BSEC : Bangladesh Securities and Exchange Commission The Company/Issuer : SAIF POWERTEC LIMITED Issue : Public Issue of Shares of SAIF POWERTEC LIMITED DSE : Dhaka Stock Exchange Limited CSE : Chittagong Stock Exchange Limited SC : Share Certificate RJSC : Registrar of Joint Stock Companies & Firms ICML : ICB Capital Management Limited. Stockholder : Shareholder NRB : Non Resident Bangladeshi NBR : National Board of Revenue Allotment : Letter of allotment for shares FC Account : Foreign Currency Account STD Account : Short Term Deposit Account Securities : Shares of SAIF POWERTEC LIMITED Securities Market : The Share Market of Bangladesh Offering Price : Price of the share of SAIF POWERTEC LIMITED Subscription : Application money Certificate : Share Certificate NAV : Net Asset Value of the Company Sponsors : The Sponsor Shareholders of SAIF POWERTEC LIMITED MP : Market Price Registered Office : Head Office of the Company BO : Beneficiary Owner CDBL : Central Depository Bangladesh Limited CIB : Credit Information Bureau NPAT : Net Profit After Tax DGDP : Director General Diffence Purchase BCIC : Bangladesh Chemical Industries Corporation BPDB : Bangladesh Power Development Board REB : Rural Electrification Board Page 3 of 188 C o n t e n t s Particulars Page Disclosure in respect of issuance of securities in dematerialized form 6 Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 6-9 General information 10 Declaration about the responsibility of the director(s), including the Managing Director of the 11 company “Saif Powertec Ltd.” in respect of the prospectus Due diligence certificate of the managers to the issue 12 Due diligence certificate of the underwriter(s) 13 Risk factors and management’s perception about the risks 13-16 Financial Structure of the Company 16 Use of IPO proceeds 16-41 Corporate Status and Background 42 Nature of business 42 Products and services 42-43 Market for products and services 43 Subsidiary and sister concern 43 Distribution of products and services 43 Nature of business Competitive conditions in the business 43 Sources and availability of raw materials and principal suppliers 43 Sources and requirement for power, gas, water or any other utilities 44 Relative contribution of Products contributing more than 10% of the total revenue 43 Number of employees 45 Description of property 45-46 Plan of Operation and discussion of financial condition 47 Seasonal aspect of the company’s business 48 Known trends, events or uncertainties 48 Change in the assets of the company used to pay off any liabilities 48 Loan taken from or given to holding/parent company or subsidiary company 48 Future contractual liabilities 48 Material commitment for capital expenditure 48-49 Material changes from period to period 48-49 Estimated Future capital expenditure 48-49 VAT, income tax, customs duty or other tax liability 49 Operating lease agreement during last five years 49 Financial and lease commitment 50 Personnel related scheme 50 Breakdown of estimated expenses for IPO 50-51 Revaluation of company’s assets and summary thereof 51 Transaction between holding company and issuer 52 Auditors certificate regarding allotment of shares to promoters or sponsor shareholders for 52 consideration other than in cash Material information which is likely to have an impact 53 Information about the directors and officers 53 Page 4 of 188 C o n t e n t s Particulars Page Directors’ involvement in other organization 53 Family relationship among directors and top officials 53 Short bio-data of the directors 53-54 Credit Information Bureau (CIB) report 54 Description of top executives and departmental heads 54-55 Involvement of directors and officers in certain legal proceedings 55 Certain relationships and related transactions 56 Expcept the following transactions 56 Interests and facilities enjoyed by directors 56 Executive compensation 56-57 Options granted to directors, officers and employees 57 Transaction with the directors and subscribers to the memorandum 57 Tangible assets per share 59 Ownership of the company’s securities 60-67 Determination of offering price 68-69 Market for the securities being offered 70 Lock-in provision 72-81 Refund of subscription money 81 Subscription by and refund to non-resident Bangladeshis (NRB) 81-82 Allotment 82 Availability of securities 82-83 Application for subscription 83-84 Underwriting of shares 84 Commission for the underwriters 85 Declaration about listing of shares with Stock Exchanges 85 Material contracts 86 Corporate directory 86 Bankers to the issue 88 Auditors report to the shareholders