RIGHTS SHARE OFFER DOCUMENT IFIC Bank Limited RIGHTS SHARE OFFER DOCUMENT 22 March 2017 Rights Offer of 563,821,907 Ordinary Shares of BDT 10.00 each at an issue price of BDT 10.00 each at par totaling BDT 5,638,219,070.00 offered on the basis of 1(R): 1 (i.e. one Rights Share for every existing one share held) on the record date for the entitlement of rights shares. RECORD DATE FOR ENTITLEMENT OF RIGHTS OFFER 12 April 2017 Opens on: 31 May 2017 Subscription Closes on: 29 June 2017 Within Banking Hours (Both Days Inclusive) CREDIT RATING STATUS Rating Year Long Term Short Term Entity Rating 2015 AA2 ST-2 Date of Rating 23 June 2016 Validity 30 June 2017 Rating Assigned By: Credit Rating Agency of Bangladesh Limited (CRAB) MANAGER TO THE ISSUE ICB CAPITAL MANAGEMENT LIMITED Green City Edge (5th & 6th Floor),89, Kakrail, Dhaka-1000, Bangladesh Ph: 8300555 ,8300367, 8300387, 8300395, 8300421. Fax: 8802-8300396 E-Mail: [email protected], Website: www.icml.com.bd FULLY UNDERWRITTEN BY AFC Capital Ltd. IIDFC Capital Limited Saiham Sky View Towerv(11th floor), 45 Bijoy Nagar, Eunoos Trade Centre ( Level 7), 52-53, Dilkusha C/A, Dhaka-1000. Dhaka. Agrani Equity & Investment Ltd. Jamuna Bank Capital Management Limited Swantex Bhaban (4th floor), 9/I, Motijheel, Dhaka-1000 Hadi Mansion (3rd Floor), 2, Dilkusha C/A, Dhaka- 1000. Bengal Investments Limited Janata Capital and Investment Limited Eastern Nibash (3rd Floor), 138, Gulshan Avenue, Gulshan- 48, Motijheel (3rd floor), Dhaka1000 2, Dhaka-1212. Beta One Investments Limited Lanka Bangla Investments Limited Green Delta AIMS Tower (Level – 4), 51-52, Mohakhali City Center | Level - 24 | 90/1 Motijheel C/A, C/A, Dhaka-1212. Dhaka - 1000 BLI Capital Limited NBL Capital & Equity Management Ltd. Eunoos Centre (Level-18), 52-53 Dilkusha C/A, Dhaka- 5 Rajuk Avenue, Printers Building,(8th Floor), Dhaka 1000 BRAC EPL Investment Ltd. PLFS Investments Limited Concord Baksh Tower(8th floor), Plot No. 11/A, Road No. Paramount Heights (13th Floor), 65/2/1 Box Culvert 48, Block-CWN(A), Kemal Ataturk Avenue, Gulshan-2, Road, Purana Paltan, Dhaka-1000. Dhaka-1212. CAPM Advisory Limited Rupali Investment Ltd. Tower Hamlet (9th Floor), 16 Kemal Ataturk Avenue, Shadharan Bima Tower (7th floor), Banani C/A, Dhaka-1213. 37/A Dilkusha C/A, Dhaka-1000 EBL Investments Limited SBL Capital Management Ltd. 59 Motijheel C/A, Dhaka-1000. 02, DIT Avenue (Extension), 3rd Floor, Motijheel C/A, Dhaka-1000. EXIM Islami Investment Ltd. Sonali Investment Ltd. Printers Building (5th floor), 5 Rajuk Avenue, Motijheel Sara Tower (11th Floor), 11/A, Toyenbee Circular Road, C/A, Dhaka-1000. Motijheel C.A., Dhaka-1000 FAS Capital Management Ltd. Sonar Bangla Capital Management Limited Zahed Plaza(5th floor), 30 Gulshan Avenue North C/A, Paramount Heights (8th Floor), 65/2/1, Box Culvert Dhaka-1212. Road, Purana Paltan, Dhaka-1000 NRB Equity Management Limited Southeast Bank Capital Services Limited Suite - 602, 603, (6th floor) Al-Raji Complex, 166-167, Eunoos Centre (Level-9), 52-53 Dilkusha C/A, Dhaka- Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Bijoy 1000 Nagor, Dhaka-1000 First Security Islami Capital & Investment Ltd. Swadesh Investment Management Limited Al-Amin Center(12th floor), 25/A Dilkusha C/A, Dhaka- Suite 01, Level 11, Unique Trade Center (UTC), 1000. 8 Karwan Bazar, Dhaka. ICB Capital Management Limited Unicap Investments Limited Green City Edge (5th & 6th floor), 89 Kakrail, Dhaka-1000. Noor Tower (4th Floor) 73, Sonargaon Road, Dhaka- 1205 BANKERS TO THE ISSUE IFIC Bank Limited Investment Corporation of Bangladesh (ICB) IFIC Bank Limited Head Office IFIC Tower, 61, Purana Paltan, G.P.O. Box: 2229, Dhaka-1000, Bangladesh Tel: 9563020, I-Phone PABX: 09666716250 Fax: 880-2- 9554102, Swift: IFIC BD DH E-mail: [email protected]; Website: www.ificbank.com.bd As per provision of the Depository Act, 1999 and regulation made there under, rights shares shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) Account number in the application form. TABLE OF CONTENTS Particulars Page Particulars Page No. No. The rights offer 02 Public listed companies under common 18 management Risk factors and management’s perception 03 Classified information & underwriters 18 about the risks Utilization of fund raised by initial public 07 Name of the underwriters 18 offering (IPO) Utilization of previous rights issue fund 07 Directors’ subscription in the rights offer 20 Purpose of the rights issue 08 Terms and conditions of the rights issue 23 10 (ten) years information regarding AGM 08 Declaration by the Issue Manager (Form-A) 25 held and Dividend declared by the bank Highlights of the bank 08 Declaration by the Underwriter (Form-B) 26 Financial highlights of previous 5 (five) 09 Declaration by the Auditors (Form - C) 28 years Market price per share of the bank for last 6 10 Due diligence certificate (Form - D) 29 (six) months Existing products & services rendered by 11 Auditors’ Report in pursuance of Section- 30 the bank 135(1) and Paragraph 24(1)(3) and 25 of part-II of the Third Schedule of the Companies Act, 1994 Length of time during which the issuer has 14 Independent auditors’ report to the 39 carried on business shareholders, audited financial statements Implementation schedule 15 Credit Rating report 156 Quantity of shares held by each director on 15 Letter of offer for Rights Issue to the 175 the date of rights share offer document shareholders (ROD) Beneficial owners holding shares 5% or 15 Form of Acceptance and Application for 176 above Shares, Form-A Composition of shareholding position of the 16 Form of Renunciation, Form-B 179 bank Details of directors, managing director and 16 Application by Renounce(s), Form-C 180 secretary DEFINITION AND ELABORATION OF THE ABBREVIATED WORDS AND TECHNICAL TERMS USED IN THE RIGHTS SHARE OFFER DOCUMENT ACRONYM ELABORATION AGM : Annual General Meeting Allotment : Allotment of share ALCO : Asset Liability Committee BSEC : Bangladesh Securities and Exchange Commission Commission : Bangladesh Securities and Exchange Commission CSE : Chittagong Stock Exchange Limited DSE : Dhaka Stock Exchange Limited EPS : Earnings per share ICB : Investment Corporation of Bangladesh IFIC : International Finance Investment and Commerce Bank Limited Issue : Rights Issue Issuer : IFIC Bank Limited Issue Manager : ICB Capital Management Limited ICT : Information and Communications Technology ICML : ICB Capital Management Limited NAV : Net Asset Value NOCFPS : Net Operating Cash Flow Per Share Offer Price : Rights Share price of IFIC Bank Limited Bangladesh Securities and Exchange Commission (Rights Issue) Rights Issue Rules : Rules, 2006 RJSC : Registrar of Joint Stock Companies & Firms Securities : Shares of IFIC Bank Limited Securities Market : The securities market of Bangladesh Sponsor : The sponsor shareholders of IFIC Bank Limited Stockholder : Shareholder Subscription : Application Money IFIC BANK LIMITED Head Office: IFIC Tower, 61, Purana Paltan, G.P.O. Box: 2229, Dhaka-1000, Bangladesh Tel: 9563020, I-Phone PABX: 09666716250 Fax: 880-2- 9554102, Swift: IFIC BD DH RIGHTS ISSUE OF SHARES 22 March 2017 Dear Shareholder(s) We are pleased to inform you that the Board of Directors in its 676th meeting held on 20 June 2016 recommended to issue Rights Shares at 1(R) : 1 i.e. 1 (one) Rights Share for 1 (one) share held at a price of BDT 10.00 (at par) per share after considering the 12.00% Stock Dividend for the year 2015. The Board’s recommendation was approved by the shareholders of the Bank in the 39th Annual General Meeting (AGM) held on 14 July 2016. After considering the 12.00% Stock Dividend the total proposal for 563,821,907 Ordinary Shares of BDT 10.00 each at an issue price of BDT 10.00 each at par totaling BDT 5,638,219,070.00 offered on the basis of 1(R): 1 (i.e. one Rights Share for every existing one share held) on the record date. The purpose of issuance of Rights Shares is to strengthen capital base of the Bank in order to comply with the Basel III capital accord, directed by Bangladesh Bank. After issuing this proposed Rights Shares of BDT 5,638,219,070.00 total paid-up capital of the Bank will increase to the extent of BDT 11,276,438,140.00 from BDT 5,638,219,070.00. Having satisfactory operation, the Bank has earned a consolidated Operating Income of BDT 4,263,746,494.00 for the period from 1 January 2016 to 30 June 2016. This success has been achieved due to efficient conduct of investible funds by the management under the direction of the Board of Directors as well as patronization and active participation of all our valued shareholders and customers. To maintain further growth and increase the capital base of your Bank, we hope you would come forward with your full support and assistance to make the offer a success. A self-explanatory Rights Share Offer Document prepared in the light of the Bangladesh Securities and Exchange Commission (Rights Issue) Rules, 2006 is enclosed herewith for your kind information and evaluation. On behalf of the Board of Directors Sd/- M Shah Alam Sarwar Managing Director & CEO Page | 1 THE RIGHTS OFFER Status of the Bank International Finance and Investment Company Limited was established in 1976 at the instance of the Government of the People’s Republic of Bangladesh as a joint venture finance company. Government of Bangladesh held 32.75% ordinary shares and the remaining 67.25% were held by the sponsors and general public. When the Government decided to open up banking in the private sector in 1983, this finance company was converted into a commercial bank and incorporated in Bangladesh as a bank company in the same year under the Companies Act 1913 (now 1994) under the name and style “International Finance Investment and Commerce Bank Limited” also known as “IFIC Bank Limited”.