Secured, Convertible/ Redeemable Beximco Green-Sukuk Al Istisna'a
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0 | P a g e BEXIMCO GREEN-SUKUK AL ISTISNA’A INFORMATION MEMORANDUM Information Memorandum Secured, Convertible/ Redeemable Beximco Green-Sukuk al Istisna’a Private Offer of BDT 22,500,000,000 (Twenty Two & Five Billion Taka) (Private Offer: 50%; Existing Share Holder: 25%) Periodic Distribution Rate: Base Rate: 9% + Profit Margin Rate General Investors (Other than Existing) & Exisiting Shareholders of Beximco: Open Date of Subscription: 25th July, 2021 Close Date of Subscription: 26th August, 2021 Record Date for Existing Shareholders: 19th July, 2021 Issue Date: 31st August, 2021 Issuer: Beximco Green-Sukuk Trust Originator: Bangladesh Export Import Company Limited 17 Dhanmondi R/A, Road No-2, Dhaka-1205, Bangladesh Beneficiaries: Teesta Solar Limited Korotoa Solar Limited Bangladesh Export Import Company Limited (Textile Division) Trustee to the Issue: Investment Corporation of Bangladesh Type of Security: Secured, Convertible/ Redeemable and Asset Backed Green-Sukuk Face Value of each Unit: BDT 100 (One Hundred Taka) Minimum Subscription: BDT 5,000 (Five Thousands Taka) or 50 lots Total Issue Amount: BDT 22,500,000,000 (divided into 225,000,000 number of securities) Credit Rating status of BEXIMCO Green-Sukuk: A Validity Date: 27 April, 2022 Issue Manager & Adviser: Co-Issue Manager: City Bank Capital Resources Limited Agrani Equity & Investment Ltd. If you have any query about this document, you may consult the issuer or originator, issue manager and the trustee 1 | P a g e BEXIMCO GREEN-SUKUK AL ISTISNA’A INFORMATION MEMORANDUM Notice & Disclaimer Bangladesh Export Import Company Limited (hereinafter referred as “BEXIMCO” or the “Orignator”) has authorized City Bank Capital Resources Limited (hereinafter referred as “CBCRL” or the “Lead Issue Manager”) and Agrani Equity & Investment Limited hereinafter referred as the “Co-Issue Manager”), to distribute this Information Memorandum (IM) in connection with the proposed transaction outlined in it (the “Transaction”) and the Sukuk proposed to be issued in the Transaction (the “Green- Sukuk”) This Information Memorandum is provided to prospective investors on a private and confidential basis for use solely in connection with the issue, offer, sale or invitation to invest or purchase the Green- Sukuk. This Information Memorandum shall not be, in whole or in part, reproduced or used for any other purpose without prior written consent of the Issue Manager. The Originator has prepared this information memorandum and is solely responsible for its contents. The Originator will comply with all rules, laws and regulations and is responsible for obtaining all regulatory, governmental and corporate approvals for the issuance of the Green-Sukuk. The originator, having made all reasonable inquiries, confirms that this Information Memorandum contains all the information with respect to itself and the Green-Sukuk to be issued by it, which is material in the context of the Green-Sukuk; that the information contained in this Information Memorandum is true and accurate in all material respects and is not misleading; that the opinions and intentions expressed in this Information Memorandum are honestly held and that there are no other facts the omission of which would make any of such information or the expression of any such opinions or intentions misleading. The Originator accepts responsibility accordingly. The Issue Manager has relied on the information provided by the Originator and such information has not been independently verified by the Issue Manager. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Issue Manager or any affiliate of the Issue Manager for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Issue Manager hereby expressly disclaim, to the fullest extent permitted by law, any responsibility for the contents of this Information Memorandum and any liability, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefore. By accepting this Information Memorandum, investors agree that the Issue Manager will not have any such liability. Neither this Information Memorandum nor any other information supplied in connection with the Issue is intended to provide the complete basis of any credit or other evaluation, nor should it be considered as a recommendation by the Issue Manager to the Issue that any recipient of this Information Memorandum (or any other information supplied in connection with the Issue) should purchase or subscribe for any Green Sukuk. Each investor contemplating purchasing or Investing in a Green-Sukuk should make their own independent investigation of the financial condition and affairs, and their own appraisal of the creditworthiness of the Originator. Investors are advised not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or tax advice. Investors are also advised to consult with their own advisors as to all legal, accounting, regulatory, tax, financial and related matters, concerning an investment in the Green-Sukuk. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IT IS RECOMMENDED THAT PROSPECTIVE INVESTORS CONSULT THEIR FINANCIAL, LEGAL AND OTHER ADVISERS BEFORE PURCHASING OR INVESTING IN THE GREEN-SUKUK. 2 | P a g e BEXIMCO GREEN-SUKUK AL ISTISNA’A INFORMATION MEMORANDUM MATERIAL INFORMATION ALL THE FEATURES OF BEXIMCO GREEN-SUKUK AL ISTISNA”A HAVE BEEN FINALIZED UPON TO THE APPROVAL OF BEANGLDESH SECURITES AND EXCHANGE COMMISSION. THESE FEATURES MAY BE MODIFIED AS PER THE DIRECTIONS OF BANGLADESH SECURITIES AND EXCHANGE COMMISSION AND THE SHARIAH SUPERVISORY BOARD OF BEXIMCO GREEN-SUKUK AL ISTISNA’A. IN ADDITION TO THE INFORMATION SPECIFICALLY REQUIRED BY THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (DEBT SECURITES) RULES 2021 and BANGLADESH SECURITIES AND EXCHANGE COMMISSION (INVESTMENT SUKUK) RULES 2019, THE IM CONTAINS ALL MATERIAL INFORMATION NECESSARY TO ENABLE THE INVESTORS TO MAKE AN INFORMED ASSESSMENT OF THE ISSUE, THE ISSUER AND THE ORIGINATOR, THE TRUSTEE, THE BEXIMCO GREEN-SUKUK AL ISTISNA’A BEING OFFERED, THE RIGHTS AND OBLIGATIONS OF THE INVESTORS, AND THE TRUSTEE ATTACHING TO THE BEXIMCO GREEN-SUKUK AL ISTISNA’A BEING OFFERED AND FULL DISCLOSURE ABOUT THE FINANCIAL, CORPORATE, MANAGEMENT AND OTHER AFFAIRS OF THE ISSUER AND THE ORIGINATOR. ORIGINATOR’S DISCLAIMER THIS REPORT CONTAINS STATEMENTS, THAT CONTAIN “FORWARD LOOKING STATEMENTS” INCLUDING, BUT WITHOUT LIMITATION, STATEMENTS RELATING TO THE IMPLEMENTATION OF STRATEGIC INITIATIVES, AND OTHER STATEMENTS RELATING TO BANGLADESH EXPORT IMPORT COMPANY LIMITED’S (BEXIMCO OR THE “ORIGINATOR”) AS WELL AS THAT OF TEESTA SOLAR LIMITED’S (“TSL”) AND KOROTOA SOLAR LIMITED’S (“KSL”) FUTURE BUSINESS DEVELOPMENTS AND ECONOMIC PERFORMANCE. WHILE THESE FORWARD LOOKING STATEMENTS INDICATE BEXIMCO’S, TSL’S AND KSL’S ASSESSMENT AND FUTURE EXPECTATIONS CONCERNING THE DEVELOPMENT OF BUSINESS, A NUMBER OF RISKS, UNCERTAINTIES AND OTHER UNKNOWN FACTORS COULD CAUSE ACTUAL DEVELOPMENTS AND RESULTS TO DIFFER MATERIALLY FROM THE ORIGNATOR’S, TSL’S, KSL’S EXPECTATIONS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, GENERAL MARKET, MACRO- ECONOMIC, GOVERNMENTAL AND REGULATORY TRENDS, MOVEMENTS IN CURRENCY EXCHANGE AND INTEREST/PROFIT RATES, COMPETITIVE PRESSURES, TECHNOLOGICAL DEVELOPMENTS, CHANGES IN THE FINANCIAL CONDITIONS OF THIRD PARTIES DEALING WITH BEXIMCO, TSL OR KSL, LEGISLATIVE DEVELOPMENTS AND OTHER KEY FACTORS THAT COULD AFFECT BUSINESS AND FINANCIAL PERFORMANCE. BEXIMCO, TSL AND KSL UNDERTAKE NO OBLIGATION TO PUBLICLY REVISE ANY FORWARD LOOKING STATEMENTS TO REFLECT FUTURE / LIKELY EVENTS OR CIRCUMSTANCES. 3 | P a g e BEXIMCO GREEN-SUKUK AL ISTISNA’A INFORMATION MEMORANDUM AVAILABILITY OF THE INFORMATION MEMORANDUM (i) Names, addresses, telephone numbers, fax numbers, website and e-mail addresses and names of contact persons of the institutions where the Information Memorandum are available in hard and soft forms; The hard copy and soft copy of the Information Memorandum of Beximco Green-Sukuk Al Istisna’a may be obtained from the following institutions: Name & Address Contact Person Contact Details Originator Bangladesh Export Import Company ( Beximco) Limited Registered office Address: House No. 17, Phone: +880-2- Raod No. 2, Dhanmondi R/A, Dhaka-1205. Md.Luthfor Rahman 58611891, +880-2- Factory address: Chief Financial Officer 58612040 Beximco Industrial Park, Sarabo, Fax: +880-2- Kashimpur, Gazipur Email: csd@ Beximco.net 58613470, +880- Website: www. Beximco.com 2-9615523 Lead Issue Manager City Bank Capital Resources Limited Address: City Centre, 13th Floor, Level-14, Mr. Ershad Hossain Phone: +88-02 Unit ID: 13D, 90/1 Motijheel C/A, Dhaka- Managing Director & CEO 9565911, 1000. +88-02 9575880 E-mail: info.cbcrl.com Website: www.cbcrl.com Co-Issue Manager Agrani Equity & Investment Ltd. Mrs. Arundhati Mondal Phone: 02-9566670 Address: 9/I, Motijheel C/A, Dhaka CEO(Current Charge) Fax: 02-9568668 Email: [email protected] Website: www.agraniequity.com Trustee Investment Corporation of Bangladesh Md. Abul Hossain Phone: 9563455 (auto Address: BDBL Building (12-15th Floors) Managing Director hunting) 8, Rajuk Avenue, Dhaka-1000. Fax: 880-2-9563313 Email: [email protected]