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[Draft] Prospectus Of fdr “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.” PUBLIC OFFER OF 15,000,000 ORDINARY SHARES Issue Date of the Prospectus: [•] OFFER PRICE TK. 10/- EACH AT PAR TOTAL SIZE OF INITIAL PUBLIC OFFERING OF TK. 150,000,000.00/- Opening Date Closing Date Date of Subscription [•] [•] [DRAFT] PROSPECTUS OF PEB STEEL ALLIANCE LTD The Alliance Building, 4th & 5th Floor, 63 Pragati Sarani Baridhara, Dhaka – 1212, Bangladesh MANAGERS TO THE ISSUE Corporate Head Office: Rahman Chamber (3rd floor), 12-13 Motijheel C/A Bilquis Tower (5th floor), Plot-06 Dhaka- 1000, Tel: 880-2-9515468, 9515469 Gulshan-2, Dhaka-1212, Bangladesh. Fax: 880-2-9515467, Web: www.allfin.org Website: www.ndbcapital.com i 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, where applicable; Name & Address Contact Person Contact Info. Issuer Company PEB STEEL ALLIANCE LTD Phone : 88-02-55048444, 88-02- The Alliance Building, 4th & 5th Floor, Ms. Tanvina Rahman 55048445 63 Pragati Sarani Baridhara, Dhaka – 1212, Managing Director Fax :N/A Bangladesh E-mail: [email protected] Web:www.pebsteelalliance.com Managers to the Issue Alliance Financial Services Ltd. Phone : 02-9515468 Rahman Chamber (3rd floor), 12-13 Motijheel C/A Ms. Amita Podder 02-9515469 Dhaka- 1000, Bangladesh. Managing Director & CEO Fax: +88 02 9515467 Web : www.allfin.org E-mail: [email protected] NDB Capital Limited Tel: +88-02 9888626, +88 02 9888979, Bilquis Tower (5th floor), Plot-06 Kanti Kumar Saha Fax: +88 02 9888906, Gulshan-2, Dhaka-1212, Bangladesh. Managing Director & CEO E-mail: [email protected] Website: www.ndbcapital.com Underwriters Roots Investment Ltd Nomanur Rashid Tel: +880-1833-148258 Jiban Bima Tower (12th Floor) 10, Dilkusha C/A, Chief Operating Officer Fax: +88 02 47120447 Dhaka-1000, Bangladesh. E-mail : [email protected] Website: www.rootsinvestment.com MTB Capital Ltd. Tel:+88-02-8321760 MTB Tower (Level-3), 111 Kazi Nazrul Islam Avenue, Khairul Bashar A. T. Mohammed Fax :+88-02-8321543 Bangla Motor, Dhaka, 1000, Bangladesh. Chief Executive Officer & SEVP E-mail: Web: www.mtbcap.com [email protected] Name of the Auditor M M Rahman & Co. Chartered Accountants Phone : +880248311027-29 Mohammed Forkan Uddin FCA Padma Life Tower, Level-10, 115 Kazi Nazrul Islam Fax: N/A Managing Partner Ave, Banglamotor, Dhaka 1000 E-mail: [email protected] Web : www.mmrahman.org Valuer Shafiq Basak & CO Chartered Accountants Phone : +88 02 7194870, 7192098, Shatabdi Centre (6th floor), 292, Inner Circular Road, Mr. Md. Shafiqul Islam, FCA Fax : N/A Fakirapul, Motijheel, Dhaka Managing Partner E-mail: [email protected] Web : www. shafiqbasak.com (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” ii (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 (PUBLIC ISSUE) RULES, 2015. 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, AUDITORS(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. of the face value. The issue price has been determined and justified by the issuer and the issue manager/bidding by the eligible investors 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. 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 to the statement of ‘risk factors’ given on page number(s) ‘’136-145’’ (vii) Issuer’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.” iii AVAILABILITY OF DRAFT PROSPECTUS (i) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of contact persons of the institutions where the prospectus and abridged version of prospectus are available in hard and soft forms; The Prospectus and abridged version of prospectus of PEBSAL in hard and soft forms of the Company shall be obtained from the following addresses: Telephone & Fax numbers, website , Name & Address Contact Person e-mail addresses Issuer Company PEB STEEL ALLIANCE LTD. Phone : 88-02-55048444, 88-02- The Alliance Building, 4th & 5th Floor, 55048445 Ms. Tanvina Rahman 63 Pragati Sarani Baridhara, Fax :N/A Managing Director Dhaka – 1212, Bangladesh Web:www.pebsteelalliance.com E-mail: [email protected] Managers to the Issue Alliance Financial Services Ltd. Phone : 880-2-9515468, 9515469 Rahman Chamber (3rd floor), 12-13 Motijheel Ms. Amita Podder Fax: +88 02 9515467 C/A, Dhaka- 1000, Managing Director & CEO Web : www.allfin.org E-mail: [email protected] NDB Capital Limited Phone: (+880 2) 9888626, 9888979 Bilquis Tower (5th floor), Plot-06 Kanti Kumar Saha Fax: (+880 2) 9888906 Gulshan-2, Dhaka-1212, Bangladesh. Managing Director & CEO Website: www.ndbcapital.com E-mail: [email protected] Prospectus would also be available on the website of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.cse.com.bd), and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying. ii) Names and dates of the newspapers where abridged version of Prospectus was published; Prospectus is published in the following Newspapers: Name of the Newspaper Date of Publication [•] [•] [•] [•] [•] [•] [•] [•] iv (iii) Definitions and Acronyms or Elaborations; Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set forth below in this Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. A AGM Annual General Meeting AFSL Alliance Financial Services Limited Allotment Allotment of shares PEB Pre Engineered Building “Articles” or “AoA” The Articles of Association of PEB STEEL ALLIANCE LIMITED The audit committee, a sub‐committee of the Board of Directors of PEB STEEL ALLIANCE Audit Committee LIMITED B BAS Bangladesh Accounting Standards BB Bangladesh Bank BDT Bangladeshi Taka BFRS Bangladesh Financial Reporting Standards BO A/C Beneficiary Owner's Account BOQ Bill of Quantity BSA Bangladesh Standards of Auditing BSEC Bangladesh Securities and Exchange Commission C CDBL Central Depository Bangladesh Limited CEO Chief Executive Officer Commission Bangladesh Securities and Exchange Commission Certificate Share Certificate CFO Chief Financial Officer CIB Credit Information Bureau Companies Act Companies Act, 1994 Company PEB STEEL ALLIANCE LIMITED Corporate Office Registered Office of the Company CSE Chittagong Stock Exchange Limited CRISL Credit Rating Information and Services Limited CR Cold Rolled D DSE Dhaka Stock Exchange Limited E EPS Earnings Per Share EMS Express Mail Service Exchanges Stock Exchanges (DSE, CSE or both) F FC A/C Foreign Currency Account FDR Fixed Deposit Receipt FY Fiscal Year G GOB The Government of People’s Republic of Bangladesh H v HR Hot Rolled I IPO Initial Public Offering Issue Manager Alliance Financial Services Limited, NDB Capital Limited Issuer PEB STEEL ALLIANCE LIMITED L L/C Letter of Credit N NAV Net Asset Value NBR National Board of Revenue NRB Non Resident Bangladeshi NBFI Non-Bank Financial Institution O Offering Price Price of the Securities of PEB STEEL ALLIANCE LIMITED P PEBSAL PEB STEEL ALLIANCE LIMITED PE Ratio Price-Earnings Ratio R RJSC Registrar of Joint Stock Companies and Firms Rules Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 S Securities Shares of PEB Steel Alliance Limited Any person whose name appears as subscriber to the Memorandum and Articles of Sponsors Association of a Company.
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