Envoy Textiles Limited. Envoy Textiles Limited and Edge Denims Limited Started Commercial Operations on March 01, 2008
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“If you have any query about this document, you may consult issuer, issue managers and underwriters” PROSPECTUS FOR PUBLIC OFFER OF 30,000,000 ORDINARY SHARES OF TK. 10.00 EACH AT AN ISSUE PRICE OF TK. 30.00 EACH INCLUDING A PREMIUM OF TK. 20.00 PER SHARE TOTALING TO TK. 900,000,000.00 OF ENVOY TEXTILES LIMITED (ETL) OPENING DATE FOR SUBSCRIPTION: OCTOBER 16, 2012 CLOSING DATE FOR SUBSCRIPTION: OCTOBER 22, 2012 FOR NON-RESIDENT BANGLADESHI (NRB) QUOTA OPENING DATE FOR SUBSCRIPTION: OCTOBER 16, 2012 CLOSING DATE FOR SUBSCRIPTION: OCTOBER 31, 2012 LEAD ISSUE MANAGER CO - ISSUE MANAGER LANKABANGLA INVESTMENTS LIMITED ICB CAPITAL MANAGEMENT LIMITED Eunoos Trade Centre (Level # 21), (A S U B S I D I A R Y O F I C B) 52-53, Dilkusha C/A, Dhaka - 1000, Bangladesh BDBL Bhaban (Level # 16), Phone: +88 02 711 35 85, 956 12 38 8, DIT Avenue, Dhaka ‐ 1000 Fax: +88 02 711 57 56 Phone: +88 02 716 04 22, Fax: +88 02 955 57 07; e-mail: [email protected]; e‐mail: [email protected]; Website: www.lankabangla-investments.com Website: www.icbcml.com.bd UNDERWRITERS BMSL Investment Limited ICB Capital Management Limited LankaBangla Investments Limited CREDIT RATING STATUS Long Term Short Term Entity Rating AA3 ST-2 Rating Date October 16, 2011 Rated by CREDIT RATING AGENCY BANGLADESH (CRAB) Validity of the Rating September 30, 2012 Date of Publication of the Prospectus: June 07, 2012 The Issue shall be placed in “N” Category ENVOY TEXTILES LIMITED Envoy Tower (5th - 8th Floor), 18/E, Lake Circus Kalabagan (West Panthapath) Dhaka - 1205, Bangladesh Phone: +88 02 910 25 83-90 Fax: +88 02 910 31 28-29 e-mail: [email protected] Website: www.envoytextiles.com “CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE 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.” ENVOY TEXTILES LIMITED AVAILABILITY OF PROSPECTUS Prospectus of the Envoy Textiles Limited may be obtained from the Issuer Company, the Issue Managers, the Underwriters and the Stock Exchanges as follows: Issuer Company Contact Person Contact Number ENVOY TEXTILES LIMITED Tel: +88 02 910 25 83-90 Envoy Tower (5th - 8th Floor), Mr. A. K. M. Siddiqur Rahman Fax: +88 02 910 31 28-29 18/E, Lake Circus Kalabagan Company Secretary e-mail: [email protected] (West Panthapath), Dhaka-1205. Managers to the Issue Contact Person Contact Number Lead Issue Manager Tel: +88 02 711 35 85, 956 12 38 LANKABANGLA INVESTMENTS LIMITED Mr. M Shakil Islam Bhuiyan Fax: +88 02 711 57 56 Eunoos Trade Centre (Level # 21), Chief Executive Officer e-mail:shakil.bhuiyan@lankabangla- 52-53, Dilkusha C/A, Dhaka - 1000 investments.com Co-Issue Manager ICB CAPITAL MANAGEMENT LIMITED Mr. Md. Moshiur Rahman Tel: +88 02 716 04 22 BDBL Bhaban (Level # 16), Chief Executive Officer Fax: +88 02 955 57 07 8, Rajuk Avenue, Dhaka ‐ 1000 e-mail: [email protected] Underwriters Contact Person Contact Number LANKABANGLA INVESTMENTS LIMITED Tel: +88 02 711 35 85, 956 12 38 Eunoos Trade Centre (Level # 21), Mr. M Shakil Islam Bhuiyan Fax: +88 02 711 57 56 52-53, Dilkusha C/A, Dhaka - 1000 Chief Executive Officer e-mail:shakil.bhuiyan@lankabangla- investments.com ICB CAPITAL MANAGEMENT LIMITED Tel: +88 02 716 04 22 Mr. Md. Moshiur Rahman BDBL Bhaban (Level # 16), Fax: +88 02 955 57 07 Chief Executive Officer 8, Rajuk Avenue, Dhaka ‐ 1000 e-mail: [email protected] BMSL INVESTMENT LIMITED Mr. Md. Golam Sarwar Tel: +88 02 956 70 02, 967 06 24 Sadharan Bima Tower (7th floor), 37/A Bhuiyan Fax: + 88 02 712 38 20 Dilkusha C/A, Dhaka - 1000 Managing Director e-mail: [email protected] Stock Exchanges Available At Contact Number DHAKA STOCK EXCHANGE LIMITED (DSE) Tel: +88 02 956 46 01-7 DSE Library 9/F Motijheel C/A, Dhaka - 1000 +88 02 717 57 03-11 CHITTAGONG STOCK EXCHANGE LIMITED (CSE) Tel: +88 031 714 632-3 CSE Building, 1080, Sheikh Mujib Road, +88 031 720 871-3 Agrabad C/A, Chittagong - 4100 CSE Library Dhaka Liaison Office: Tel: +88 02 951 39 11‐15 Eunoos Trade Center (Level # 15), 52‐53, Dilkusha C/A, Dhaka ‐ 1000 Prospectus is also available on the websites of Envoy Textiles Limited (www.envoytextiles.com), LankaBangla Investments Limited (www.lankabangla-investments.com), ICB Capital Management Limited (www.icbcml.com.bd), SEC (www.secbd.org), DSE (www.dsebd.org), CSE (www.csebd.com) and Public Reference Room of the Securities and Exchange Commission (SEC) for reading and study. NAME AND ADDRESS OF THE AUDITOR AHMAD & AKHTAR Chartered Accountants BCIC Bhaban (3rd Floor), 30-31 Dilkusha C/A, Dhaka - 1000 Tel: +88 02 956 12 89 ; Fax: +88 02 956 43 66 e-mail: [email protected], [email protected]; Website: www.aacabd.com Prospectus | 2 ENVOY TEXTILES LIMITED TABLE OF CONTENTS Particulars Page SECTION I: STATUTORY CONDITIONS 07-12 Disclosure in respect of issuance of security in demat form 07 Conditions under 2CC of the Securities and Exchange Ordinance, 1969 07 General Information 12 SECTION II: DECLARATIONS AND DUE DILIGENCE CERTIFICATES 13-16 Declaration about the responsibility of the Director(s), including the CEO of the Company 13 “Envoy Textiles Limited” in respect of the Prospectus Consent of Director (s) to serve as Director(s) 14 Declaration about filing of Prospectus with the Registrar of Joint Stock Companies & Firms 14 Declaration by the issuer about the approval from Securities and Exchange Commission for 14 any material changes Declaration by the Issue Managers about the approval from Securities and Exchange 15 Commission for any material changes Due Diligence Certificate of the Managers to the Issue 15 Due Diligence Certificate of the Underwriter(s) 16 SECTION III: RISK FACTORS AND MANAGEMENT’S PERCEPTION ABOUT THE RISKS 17-19 SECTION IV: ISSUE SIZE & PURPOSE OF THE PUBLIC OFFERING 20-21 Financial Structure of the Company 20 Use of IPO Proceeds 20 SECTION V: INFORMATION ABOUT THE COMPANY 22-29 Company Profile - Envoy Textiles Limited 22 Nature of Business 22 Principle Products and Services 23 Products/Services that account for more than 10% of the Company’s total revenue 23 Associates, Subsidiary/Related Holding Company and their core areas of business 23 Distribution of Products/Services 23 Competitive Condition of Business 24 Sources and availability of Raw Materials and Principal Suppliers 27 Sources of and requirement for Power, Gas and Water or any other utilities 28 Customer Providing 10% or more Revenues 28 Description of Contract with Principal Suppliers/Customers 28 Description of any Material Patents, Trademarks, Licenses or Royalty Agreements 28 Number of Employees 29 Production/Service Rendering Capacity and Current Utilization 29 SECTION VI: DESCRIPTION OF PROPERTY 30-32 Location of the Principal Plants and other Property of the Company and their condition 30 SECTION VII: PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION 33-40 Internal and External Sources of Cash 33 Material commitments for Capital Expenditure 33 Prospectus | 3 ENVOY TEXTILES LIMITED Particulars Page Causes for Material Changes from period to period 33 Seasonal aspects of the Company’s business 34 Known trends, events or uncertainties 34 Change in the assets of the Company used to pay-off liabilities 35 Loan taken from or given to Holding/Parent Company or subsidiary Company 35 Future Contractual Liabilities 35 Future Capital Expenditure 35 Vat, Income Tax, Customs duty or other tax liability 36 Operating Lease Agreements during the last five years 36 Financial lease commitments during the last five years 36 Personnel related Scheme 36 Breakdown of estimated expenses for IPO 37 Revaluation of Company’s assets 38 Transaction between Subsidiary/Associate/Holding Company and the Issuer 39 Auditors’ Certificate regarding any allotment of shares to the directors and subscribers to 40 the Memorandum of Association and Articles of Association for any consideration otherwise than for cash Declaration regarding Suppression of Material Information 40 SECTION VIII: INFORMATION ABOUT DIRECTORS AND OFFICERS 41-54 Directors of the Company 41 Information regarding Directors and Directorship 41 Directors’ Involvement with other Organizations 41 Family relationship among Directors 44 Family relationship among Directors and top five Officials 44 Short Bio-data of Directors 44 Credit Information Bureau (CIB) report 46 Description of Top Executives and Heads of Departments 47 Involvement of Directors and Officers in Certain Legal Proceedings 48 Certain relationships and Related Transactions 48 Executive Compensation 49 Options granted to Directors, Officers and Employees 49 Transaction with the Directors and Subscribers to the Memorandum 50 Net Tangible Assets per Share 50 Ownership of Company’s Securities 52 Shareholder shareholding of 5% or more of the Company’s Securities 54 Securities of the Company owned by the Directors, Top Ten Salaried Officers and all other 54 Officer as Group SECTION IX: FEATURES OF IPO 55-60 Determination of Offering Price 55 Market for the Securities being Offered 59 Declaration about Listing of Shares with Stock Exchange(s)