Ntb-Prospectus-2013.Pdf
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Prospectus NATIONS TRUST BANK Debenture Issue 2013 Managers to the Issue : Trustees to the Issue : Nations Trust Bank PLC Issue of 20,000,000 Listed, “A(-)” Rated, Unsecured Subordinated Redeemable Five Year Debentures at an issue price of Lkr 100 each amounting to Lkr 2,000,000,000 (With the option to Issue a further 10,000,000 Listed, “A(-)” Rated, Unsecured Subordinated Redeemable Five Year Debentures at an issue price of Lkr 100 each in the event of an oversubscription of the initial 20,000,000 debentures) Listing on the Main Board of the Colombo Stock Exchange Rated “A-(lka)” by Fitch Ratings Lanka Limited Issue opens on 12th December 2013 Managers to the offering Waldock Mackenzie Limited The Colombo Stock Exchange (“CSE”) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, the CSE assumes no responsibility for the accuracy of the statements made, opinions expressed or reports included in this Prospectus. Moreover, the CSE does not regulate the pricing of the Debentures which is decided solely by the Issuer. The delivery of this Prospectus 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 Prospectus. 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 the Managers to the Issue, Investment Advisor, Lawyer or any other Professional Advisor. Responsibility for the Content of the Prospectus This Prospectus has been prepared by Waldock Mackenzie Limited (hereinafter referred to as “WML”) on behalf of Nations Trust Bank PLC. Nations Trust Bank PLC (hereinafter referred to as “NTB” 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 NTB 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 NTB and the terms of the Debentures issued (knowledge, perception together with their own examination and assessment on NTB and the terms and conditions of the Debentures issued) including the risks associated. Registration of the Prospectus This Prospectus is dated 05th December 2013 A copy of this Prospectus has been delivered to the Registrar General of Companies of Sri Lanka for registration in accordance with the Companies Act No. 07 of 2007. The following documents were attached to the copy of the Prospectus delivered to the Registrar General of Companies. 1. The written consent by the Managers to the Issue, Auditors and Reporting Accountants to the Issue, Lawyers to the Issue, Trustees to the Issue, Bankers to the Issue and Registrars to the Issue for the inclusion of their respective names in the Prospectus. 2. A declaration to the effect that the Managers to the Issue, Auditors and Reporting Accountants to the Issue, Lawyers to the Issue, Trustees to the Issue, Bankers to the Issue and Registrars to the Issue have not withdrawn their consent referred to above, prior to the delivery of the Prospectus to the Registrar General of Companies. 3. A declaration by each of the Directors of the Company in terms of the Companies Act and confirming that each of them have read the provisions of the Companies Act and the CSE Listing Rules relating to the issue of a prospectus and that those provisions have been complied with. 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 Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Company. This Prospectus has not been registered with any authority outside Sri Lanka. Non resident investors may be affected by laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and laws of Sri Lanka, when making the investment. The delivery of this Prospectus 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 Prospectus. 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 the Managers to the Issue, Investment Advisor, a Lawyer or any other Professional Advisor. For further inquiries please contact the Mangers to the Issue Waldock Mackenzie Limited 242, Union Place, Colombo 02 Telephone 011-4724866/4719656 Fax 011-4791723 As per the Directive of the Securities and Exchange Commission made under Circular No. 08/2010 dated November 22, 2010 and Circular No. 13/2010 issued by the Central Depository System Private Limited dated November 30, 2010, all securities allotted must be directly uploaded to the CDS accounts. As such, all Applicants should indicate their CDS account number in the Application Form. Applicants who do not have a CDS account are advised to open a valid CDS account prior to submitting the Application, in order to facilitate the uploading of allotted Debentures to their CDS account. ALL APPLICANTS SHOULD INDICATE THEIR CDS ACCOUNT NUMBER IN THE SPACE PROVIDED ON THE APPLICATION FORM Please note that upon the allotment of the Debentures under this Issue, the allotted Debentures would be credited to the Applicant’s CDS account so indicated. PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED. Any application which does not carry a valid CDS account number or indicates a number of a CDS account which is not opened at the time of the closure of the subscription list or which indicates an inaccurate/incorrect CDS account number, will be rejected and no allotment will be made. You can open a CDS account through any member/trading member of the CSE as set out in Annexure C or through any Custodian Banks as set out in Annexure C of this Prospectus. It should be noted that in the event the Applicant’s CDS account number is correctly stated in the application form, all correspondence with such applicant will be sent to the address given to the CDS by such applicant. Further in the event the name or the address of the Applicant mentioned in the application form differ from the name address given to the CDS by such Applicant in respect of the CDS account mentioned in the application form, the name and the address given to the CDS by such applicant in respect of the CDS account mentioned in the application form will be considered as the name and the address of such applicant. Therefore the applicants shall ensure that their name and the address mentioned in the application form tally with the name and the address given to the CDS in respect of the CDS Account mentioned in the application form. Table of Contents Abbreviations and Interpretations 10 Glossary of Terms Related to the Issue 11 1.0 Corporate Information 13 2.0 Salient Features of the Issue 15 3.0 Information Relating to the Issue 16 3.1 Particulars of the Issue 16 3.2 Invitation to Subscribe 16 3.3 Subscription List 16 3.4 Objectives of the Issue 17 3.5 Tenure of the Debentures 17 3.6 Interest on the Debentures 17 3.7 Payment of the Principal and Interest 17 3.8 Rating of the Debentures 18 3.9 Trustee to the Debenture Issue 19 3.10 Rights of the Debenture Holders 19 3.11 Risk Factors Specifically Associated with the Debentures 19 3.12 Benefits of Investing in the Debentures 21 3.13 Transfer of the Debentures 21 3.14 Listing 22 4.0 Procedure for Application 23 4.1 Prospectus and Application Form 23 4.2 Who May Apply 23 4.3 How to Apply 23 4.4 Mode of Payment 26 4.5 Foreign Currency Remittance 27 4.6 Rejection of Applications and Delayed Applications 27 4.7 Basis of Allotment 28 4.8 Unsuccessful Applications and Refund Payments 28 4.9 Direct Lodgment with CDS 29 5.0 Overview of Nations Trust Bank PLC 30 5.1 Overview 30 5.2 Group Structure 30 Table of Contents 5.3 Major Shareholders as at 31 March 2013 31 5.4 Principal Activities 32 5.5 Future Outlook/Plans and Assumptions 32 5.6 Risks Associated with the Future Outlook/Plans 33 5.7 Degree of Dependence on Key Customers and Suppliers 33 5.8 Employees and Labour Union Details 33 6.0 Financial Information 34 6.1 Auditors Report for inclusion in the Prospectus 34 6.2 Five Year Summary of Financial Statements 36 6.3 Interim Financial Statements for the period ended 30th September 2013 (Un-Audited) 38 6.4 Audited Financial Statements for the year ended 31st December 2012 61 6.5 Stated Capital 61 6.6 Dividend Policy 61 6.7 Financial Ratios 62 6.8 Details of Other Debt Securities 62 6.9 Details of Outstanding Convertible Debt Securities 62 7.0 The Board Of Directors 63 7.1 The Details of the Board of Directors 63 7.2 Directorships Held on Other Boards 68 7.3 Directors Interest in any Asset Acquired, Disposed or Leased 70 7.4 Directors Interest in Material Contracts 70 7.5 Declaration by the Directors 70 7.6 Directors’ Remuneration 70 8.0