“If you have any query about this document, you may consult issuer, issue manager and underwriter” PROSPECTUS For Public Offering of 45,000,000 Ordinary Shares of Tk. 35 each including a premium of Tk. 25 per share totaling Tk. 1,575,000,000/- of Western Marine Shipyard Limited Opening Date for Subscription: 10 August 2014 Closing Date for Subscription: 14 August 2014 For Non-Resident Bangladeshi Quota Subscription Closes on: 23 August 2014 Manager to the Issue Prime Finance Capital Management Limited 56-57, Dilkusha C/A (6th Floor), Dhaka-1000, Bangladesh. Phone: 9584874-6. Fax: 9584877. E-mail: [email protected], Website: www.primefincap.com ICB Capital Management Limited BDBL Bhaban (16th floor), 8, D.I.T Avenue, Dhaka-1000, Bangladesh. Phone: 9585691-2. Fax: 9555707. E-mail: [email protected], Website: www.icbcml.com.bd EC Securities Limited Plot No. 53, Nafi Tower (6th Floor), Gulshan South C/A, Gulshan-1, Dhaka-1212, Bangladesh. Phone: 8818108-9. Fax: 8818107. E-mail: [email protected], Website: www.ecslbd.com Underwriters Banco Finance and Investment Limited Prime Bank Investment Limited Baitul View Tower (11th floor), 56/1, Purana Paltan, Dhaka-1000 Peoples Insurance Bhaban (11th floor), 36 Dilkusha C/A, Dhaka-1000 BMSL Investment Limited Prime Finance Capital Management Limited Sadharan Bima Tower (7th Floor), 37/A Dilkusha C/A, Dhaka-1000 56-57, Dilkusha C/A (6th Floor), Dhaka-1000 EC Securities Limited Royal Green Capital Market Limited Nafi Tower (6th Floor), Plot-53, Gulshan South C/A, Gulshan-1, Dhaka-1212 Diganta Tower (1st Floor), 12/1, R.K Mission Road, Dhaka-1203 Grameen Capital Management Limited Sonali Investment Limited Grameen Bank Complex, 1st Building (2nd floor), Mirpur-2, Dhaka-1216 11/A, Toyenbee Circular Road, Motijheel C/A, Dhaka-1000 Green Delta Insurance Company Limited Swadesh Investment Management Limited Green Delta AIMS Tower (6th Floor), 51-52 Mohakhali C/A, Dhaka-1212 Suite-1, Level-11, Unique Trade Centre, 8 Panthapath, Dhaka-1215 GSP Finance Company (Bangladesh) Limited Trust Bank Investment Limited 1, Paribagh, Mymensingh Road, Ramna, Dhaka-1000 Peoples Insurance Bhaban (12th Floor), 36 Dilkusha C/A, Dhaka-1000 ICB Capital Management Limited UniCap Investments Limited BDBL Bhaban (Level-16), 8 RAJUK Avenue, Dhaka-1000 A-A Bhaban (9th Floor), 23 Motijheel C/A, Dhaka-1000, Bangladesh Bankers to the Issue BRAC Bank Limited Commercial Bank of Ceylon PLC Mutual Trust Bank Limited Dhaka Bank Limited One Bank Limited National Bank Limited The City Bank Limited Credit Rating Agency Credit Rating Information and Services Limited (CRISL) Rating: Long term A- Short term ST-3 Rating date: 2 June 2013 2 December 2013 Validity till: 2 June 2014 2 June 2014 Date of Prospectus: 12 June 2014 The issue shall be placed in “N” category “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” Western Marine Shipyard Limited REGISTERED OFFICE: H.B.F.C. BUILDING (4TH FLOOR), 1/D AGRABAD C.A., CHITTAGONG-4100, BANGLADESH. PHONE: (880) 31-2513056, 712177 FAX: (880) 31-720248 WEBSITE: WWW.WMS.COM.BD E-MAIL: [email protected] Western Marine Shipyard Limited Availability of Prospectus Prospectus of Western Marine Shipyard Limited may be obtained from the Issuer Company, Issue Manager, Underwriter(s) and the Stock Exchanges as follows: Company Contact Person Telephone Number Western Marine Shipyard Limited Md. Sakhawat Hossain (880) 31-2513056 H.B.F.C. Building (4th floor), Managing Director 1/d Agrabad C/A, Chittagong-4100, Bangladesh Manager to the Issue Contact Person Telephone Number Prime Finance Capital Management Limited M. Mosharraf Hossain PhD, FCA 9584874-6 56-57, Dilkusha C/A (6th Floor), Dhaka-1000 Managing Director & CEO ICB Capital Management Limited Md. Moshiur Rahman 9585691-2 8, D.I.T Avenue (16th floor), Dhaka-1000 Chief Executive Officer EC Securities Limited Tanjil Chowdhury 8818108-9 Plot # 53, Gulshan South C/A, Gulshan-1, Dhaka-1212 Chief Executive Officer Underwriters Contact Person Telephone Number Banco Finance and Investment Limited Mohammad Nuruzzaman 7125703 Baitul View Tower (11th Floor), 56/1, Purana Paltan, Dhaka-1000 Deputy Manager BMSL Investment Limited Md. Riyad Matin 7169428 Sadharan Bima Tower (7th Floor), 37/A Dilkusha C/A, Dhaka-1000 Managing Director EC Securities Limited Mohammad Khurshid Alam 8818108 Nafi Tower (6th Floor), Plot-53, Gulshan South C/A, Head, Monitoring & Settlement Gulshan-1, Dhaka-1212 Grameen Capital Management Limited Md. Anwar Hossain 9004922 Grameen Bank Complex, 1st Building (2nd floor), Mirpur-2, Dhaka-1216 Managing Director Green Delta Insurance Company Limited Syed Moinuddin Ahmed 9851170 Green Delta AIMS Tower (6th Floor), 51-52 Mohakhali C/A, Dhaka-1212 Company Secretary GSP Finance Company (Bangladesh) Limited Toaha Muhammad 9674306 1, Paribagh, Mymensingh Road, Ramna, Dhaka-1000 GM & COO (Merchant Banking) ICB Capital Management Limited Md. Moshiur Rahman 9585691-2 BDBL Bhaban (Level-16), 8 RAJUK Avenue, Dhaka-1000 Chief Executive Officer Prime Bank Investment Limited Khandoker Raihan Ali, ACA 9555674 Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, Dhaka-1000 Assistant Vice President Prime Finance Capital Management Limited M. Mosharraf Hossain PhD, FCA 9584874-6 56-57, Dilkusha C/A (6th Floor), Dhaka-1000 Managing Director & CEO Royal Green Capital Market Limited Mohammad Sarwar Hossain 7116954 Diganta Tower (1st Floor), 12/1, R.K Mission Road, Dhaka-1203 Senior Executive Officer Sonali Investment Limited Md. Ali Arshad 9568777 11/A, Toyenbee Circular Road, Motijheel C/A, Dhaka-1000 Chief Executive Officer Swadesh Investment Management Limited Mamun Ahmed 8158166 Suite-1, Level-11, Unique Trade Centre, 8 Panthapath, Dhaka-1215 Managing Director Trust Bank Investment Limited A.M. Ashfaque Bari Nahid 9570261 Peoples Insurance Bhaban (12th Floor), 36 Dilkusha C/A, Dhaka-1000 Assistant Vice President UniCap Investments Limited Engr. Md. Israil Hossain 9662888 A-A Bhaban, 23 Motijheel C/A, Dhaka-1000, Bangladesh Assistant Vice President Stock Exchanges Available At Telephone Number Dhaka Stock Exchange Ltd. DSE Library 9564601-7 9/F Motijheel C/A, Dhaka–1000 Chittagong Stock Exchange Ltd. CSE Library (031) 714632-3 1080 Sheikh Mujib Road, Agrabad, Chittagong–4100 (031) 720871-3 Prospectus is also available on the websites www.primefincap.com, www.icbcml.com.bd, www.ecslbd.com, www.wms.com.bd, www.secbd.org, www.dsebd.org, www.csebd.com and Public Reference room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and study. ii Western Marine Shipyard Limited Corporate Directory Registered Office: Corporate Office: Shipyard Address: H.B.F.C. Building (4th floor), Amin Future Park (7th floor), Kolagaon, 1/d agrabad C/A, 1440/A-8, Strand Road, No. 4 Kolagaon Union, Chittagong-4100, Chittagong-4100, Patiya, Chittagong-4100, Bangladesh Bangladesh Bangladesh Tel: (880) 31-2513056 Tel: (880) 31-2530035 Fax: (880) 31-720248 Fax: (880) 31-2530038 Web: www.wms.com.bd Auditors Hoda Vasi Chowdhury & Co. Chartered Accountants National Office: Motijheel Office: Chittagong Office: BTMC Bhaban (8th Floor) Ispahani Building (3rd Floor) Delwar Bhaban (4th Floor) 7-9 Karwan Bazar C/A 14-15 Motijheel C/A 104 Agrabad C/A Dhaka-1215, Bangladesh Dhaka-1000, Bangladesh Chittagong-4100, Bangladesh Phone: (880) 2-9140094, 9120090 Phone: (880) 2-9551028, 9556420 Phone: (880) 31-716305, 723391 Fax: (880) 2-8119298 Fax: (880) 2-9565318 Fax: (880) 31-710362 Web: www.hodavasi.com iii Western Marine Shipyard Limited Table of Contents Item Page No. Definition and/or Elaboration of the abbreviated words and technical terms 6 Disclosure in respect of issuance of securities in demat form 7 Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 7 General information 13 Declarations and due diligence certificates 14 Declaration about the responsibility of the Directors including the CEO of the Company in respect of the prospectus 14 Consent of the Director(s) to Serve a Director(s) 15 Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 15 Due Diligence Certificate of Manager to the Issue 16 Due Diligence Certificates of the Underwriter(s) 17 Risk factors & management perceptions about the risks 18 Financial structure 21 Use of IPO proceeds 22 Description of business 26 Company at a glance 26 Important dates 26 Nature of business 26 Nature of business of the subsidiary 26 Principal products and services 26 Market for product and services 26 Relative contribution to revenue 26 Associate, subsidiary/related holding company 26 Distribution of products/services 27 Competitive condition in business 27 Sources and availability of raw materials and the name of 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(s) with principal suppliers/customers 29 Material