Draft Prospectus of Master Feed Agrotec Ltd
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Kiæb “cuywRevRv‡i wewb‡qvM SzuwKc~Y©| †R‡b I ey‡S wewb‡qvM ” “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.” Qualified Investor Offer of 10,000,000 Ordinary Shares Issue date of the Prospectus: ………………… OFFER PRICE: TK. 10.00 each at par TOTAL SIZE OF FUND: TK. 100,000,000.00 Opening and closing date of subscription: Opening date of subscription: ………….. Closing date of subscription: …………… PROSPECTUS Name of Issuer: Master Feed Agrotec Ltd. Name of Issue Managers: Asian Tiger Capital Partners Investments Limited NBL Capital & Equity Management Limited (a) 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 manager(s), underwriter(s), auditors, credit rating company and valuer; Issuer Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person Master Feed Agrotec Ltd. (MFAL) Tel: +88-02-58317115 Novel House, 137 (8th Floor), Shantinagar, Dhaka-1217 Fax: +88-02-58317116 Rakib Uddin Email: [email protected] Chief Financial Officer Web: www.masterfeedagrotec.com Issue Managers Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person NBL Capital & Equity Management Limited Tel: +88-02-47118816, +88-02-47118807 Printers Building (8th Floor), Fax: +88-02-47118805 Kamrun Naher 5 Rajuk Avenue, Dhaka-1000. E-mail: [email protected] Chief Executive Officer Web: www.nblceml.com Asian Tiger Capital Partners Investments Limited Tel: +88-02-9898439 Kazi Heritage (3rd floor), Road # 11, House # 49, Fax: +88-02-9898439 (Ext-113) Muhammad Fuad Hussain Block # H, Banani, Dhaka-1213 E-mail: [email protected] Managing Director & CEO Web: www.at-investments.com Underwriters Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person NBL Capital & Equity Management Limited Tel: +88-02-47118816, +88-02-47118807 Printers Building (8th Floor), Fax: +88-02-47118805 Kamrun Naher 5 Rajuk Avenue, Dhaka-1000. E-mail: [email protected] Chief Executive Officer Web: www.nblceml.com IIDFC Capital Limited Tel: +88-02-9514637-8 Eunoos Trade Center (Level 7), Fax: +88-02-9514641 Mohammad Saleh Ahmed 52-53 Dilkusha C/A, Dhaka 1000. E-mail: [email protected] Chief Executive Officer Web: www.iidfc.com Islami Bank Capital Management Limited Tel: +88-02-47120793-4 Miah Amanullah Bhaban (5th Floor), 63 Dilkusha C/A, Fax: +88-02-47120625 Mohammad Abdur Rahim, FCA Dhaka 1000 E-mail: [email protected] Managing Director & CEO Web: www.ibcmlbd.com Page: ii Uttara Finance Capital Management Limited Tel: +88-02-9568207 Jibon Bima Tower (6th floor) 10 Dilkusha C/A, Dhaka- Fax: +88-02-9552461 Mohammad Shahinur Rahman 1000 E-mail: [email protected] Managing Director Web: www.uttarafinance- capitalmanagement.com Auditor Name & Address Telephone & Fax Number, E-mail, Web Address Contact Person ARTISAN Tel: +88-02-8189883-7 Chartered Accountants Fax: +88-02-8180187 AFM Alamgir 33 Shah Ali Tower, (5th & 6th Floor), Kawran Bazar E-mail: [email protected] Chief Executive Partner Dhaka-1215. web: www.artisan-ca.com The Company has no involvement with Valuer; Credit rating is not applicable for the issuer. (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: iii (iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (QUALIFIED INVESTOR OFFER BY SMALL CAPITAL COMPANIES) RULES, 2018. 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, i.e. the face value. The issue price has been determined and justified at par value 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. Given the emerging nature of small capital companies, there may be a higher investment risk attached to the securities being offered. The securities to be traded on the Small Capital Platform may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be an active market for trading of such securities. 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) 108-116” (vii) ‘Master Feed Agrotec Ltd.’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: iv (b) Availability of Prospectus (i) Website addresses and e-mail addresses and names of contact persons of the institutions where the prospectus are available in soft forms; The Prospectus and abridged version prospectus in hard and soft forms of the Company shall be obtained from the following addresses: Issuer Website and E-mail Address Contact Person Master Feed Agrotec Ltd. (MFAL) Web: www.masterfeedagrotec.com Rakib Uddin Novel House, 137 (8th Floor), Shantinagar, Dhaka-1217 Email: [email protected] Chief Financial Officer ZZ Issue Managers Website and E-mail Address Contact Person NBL Capital & Equity Management Limited Web: www.nblceml.com Kamrun Naher Printers Building (8th Floor), E-mail: [email protected] Chief Executive Officer 5 Rajuk Avenue, Dhaka-1000. Asian Tiger Capital Partners Investments Limited Web: www.at-investments.com Muhammad Fuad Hussain Kazi Heritage (3rd Floor), Road # 11, House # 49, E-mail: [email protected] Managing Director & CEO Block # H, Banani, Dhaka-1213 ZZ Stock Exchanges Website and E-mail Address Contact Person Dhaka Stock Exchange Limited Web: www.dsebd.org Afzalur Rahaman DSE Library, 9/F Motijheel C/A, Dhaka-1000 E-mail: [email protected] Senior Manager Chittagong Stock Exchange Limited Web: www.cse.com.bd Mohammad Habib Ullah CSE Library, E-mail: [email protected] Deputy Manager CSE Building, 1080, Sheikh Mujib Road Agrabad, Chittagong- 4100. Prospectus would also be available on the web sites of BSEC (www.sec.gov.bd) and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. Page: v (ii) Definitions and Acronyms or Elaborations Acronyms or Elaborations: A “Articles” or “Articles of Association” or The Articles of Association of Master Feed Agrotec “AoA” Ltd., as amended AGM Annual General Meeting Allotment Letter of Allotment of shares ATCPIL Asian Tiger Capital Partners Investments Limited B The Board of Directors of Master Feed Agrotec “Board” or “Board of Directors” or “our Ltd., as duly constituted from time to time Board” including any committees thereof B. A Bachelor of Arts B. Com Bachelor of Commerce B. Sc Bachelor of Science BAS Bangladesh Accounting Standards BB Bangladesh Bank BBA Bachelor of Business Administration BDT Bangladeshi Taka BFRS Bangladesh Financial Reporting Standards BIDA Bangladesh Investment Development Authority BO A/C Beneficiary Owner's Account BSEC Bangladesh Securities and Exchange Commission C CA Chartered Accountants CDBL Central Depository Bangladesh Limited Certificate Share Certificate CFO Chief Financial Officer CIB Credit Information Bureau CIS Collective Investment Scheme Commission Bangladesh Securities and Exchange Commission CS Company Secretary CSE Chittagong Stock Exchange Limited D DSE Dhaka Stock Exchange Limited E EI Eligible Investor E-Mail Electronic Mail EPS Earnings Per Share Exchanges Stock Exchanges F FC A/C Foreign Currency Account FCA Fellow Chartered Accountants FCS Fellow Chartered Secretary FDR Fixed Deposit Receipt FY Fiscal Year G GBP Great Britain Pound I Issue Qualified Investor Offer Issue Managers NBL Capital & Equity Management Limited and Page: vi Asian Tiger Capital Partners Investments Limited Issuer Master Feed Agrotec Ltd.