Active Fine Chemicals Limited is going to release its IPO immediately in the Bangladeshi Share Market. Bangladesh has gained tremendous response from the general people to invest in the capital market. Almost 1 million BO account has been opened in last one year. It is defined as a positive sign for the economy of any country. Young generation are getting engaged with share business and doing some gambling with their life. Active Fine Chemicals Limited shall issue share allotment letters to all successful applicants within 5 (Five) weeks from the date of the subscription closing. Within the same time, refund tothe unsuccessful applicants shall be made in the currency in which the value of securities was paid for by the applicants without any interest, through direct deposit to the applicants bank account as far as possible /Account payee cheque / Refund warrants with bank account no, Bank’s name and branch as indicated in the securities application form’s payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet/Bogra, as the case may be subject to condition no.19 above. Refund money of the unsuccessful applicants shall be credited directly to their respective Bank accounts, who have chosen the option in the IPO application forms, as maintained with the bankers to the issue or any other banks mentioned in the application.
PUBLIC ISSUE OF 1,60,00,000 ORDINARY SHARES OF TK. 10.00
EACH AT PAR VALUE TOTALING TK. 16,00,00,000/-
Opening date for subscription: 14 September 2010
Closing date for subscription: 20 September 2010
For Non-Resident Bangladeshi quota, subscription closes on: 29 September 201
All investors are hereby informed that Mr. Prodip Roy, ACS ,Head of Finance &
Company Secretary would be designated as Compliance Officer who will
monitor the compliance of the Acts, Rules, Regulations, Notifications, Guidelines,
Conditions, Orders and Directions issued by the Commission and/or Stock
Exchange(s) applicable to the conduct of the business activities of the company so as
to promote the interest of the investors in the security issued by the Company, and
for redressing investors grievances.
STATUTORY CONDITION
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM
“As per provisions of the Depository Act, 1999 and regulations made there under,
share of the company will be issued in dematerialized form only and for this purpose
the Active Fine Chemicals Limited has signed an agreement with the Central Depository
Bangladesh Ltd. (CDBL). Therefore, all transfer/ transmission, splitting or conversion
will take place in the CDBL system and any further issuance of shares (including
right/bonus) will also be issued in dematerialized form only.”
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969
PART-A
1. The company shall go for Initial Public Offer (IPO) for 1,60,00,000 ordinary shares
of Tk.10.00 each at par totaling Tk. 16,00,00,000.00 (sixteen crore) following the
Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act,
1999 and regulations made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be
published by the issuer in 4(four) national daily newspapers (two in Bangla and two
in English ), within 3 (three) working days of issuance of the consent letter. The
issuer shall post the full prospectus, vetted by the Securities and Exchange
Commission, in the issuer’s website and shall also put on the websites of the
Commission, stock exchanges, and the issue manager, within 3 (Three) working days
from the date of issuance of this letter shall remain posted till the closure of the
subscription list. The issuer shall submit to SEC, the stock exchanges and the issue
managers a diskette containing the text of the vetted Prospectus in “MS-Word” format.
3. Sufficient copies of prospectus shall be made available by the issuer so that any person
requesting a copy may receive one. A notice shall be placed on the front of the
application form distributed in connection with the offering, informing that interested
persons are entitled to a prospectus, if they so desire , and that copies of prospectus may
be obtained from the issuer and the issue managers. The subscription application shall
indicate in bold type that no sale of securities shall be made, nor shall any money be
taken from any person, in connection with such sale until twenty five days after the
prospectus has been published.
4. The company shall submit 40 (forty) copies of the printed prospectus to the
Securities and Exchange Commission for official record within 5 (Five) working
days from the date of publication of the abridged version of the prospectus in the
newspaper.
5. The issuer company and the issue managers shall ensure transmission of the prospectus,
abridged version of the prospectus and relevant application forms for NRBs through email,
simultaneously with publication of the abridged version of the prospectus, to
the Bangladesh Embassies and Missions abroad and shall also ensure sending of the
printed copies of abridged version of the prospectus and application forms to the said
Embassies and Missions within 5 (five) working days of the publication date by express
mail service (EMS) of the postal department. A compliance report shall be submitted in
this respect to the SEC jointly by the issuer and the issue mangers within 2 (Two)
working days from the date of said dispatch of the prospectus & the forms.
6. The paper clipping of the published abridged version of the prospectus, as mentioned at
condition no. 2 above, shall be submitted to the Commission within 24 hours of the
publication thereof.
7. The company shall maintain separate bank account(s) for collecting proceeds of the
Initial Public Offering and shall also open Foreign Currency (FC) account(s) to deposit
the application money of the Non- Resident Bangladeshis (NRBs) for IPO purpose, and
shall incorporate full particulars of said FC account(s) in the prospectus. The company
shall open the above-mentioned accounts for IPO purpose; and close these accounts
after refund of over-subscription money. Non-Resident Bangladeshi (NRB) means
Bangladeshi citizens staying abroad including all those who have dual citizenship
(provided they have a valid Bangladeshi passport) or those, whose foreign passport
bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is
required for traveling to Bangladesh.
8. The issuer company shall apply to all the stock exchanges in Bangladesh for
listing within 07(seven) working days from the date of issuance of this letter and shall
simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to
the stock exchanges.
9. The following declaration shall be made by the company in the prospectus, namely:-
“Declaration about Listing of Shares with the Stock Exchange(s):
None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five)
days from the closure of subscription, any allotment in terms of this prospectus
shall be void and the company shall refund the subscription money within 15 (fifteen)
days from the date of refusal for listing by the stock exchanges, or from the date of
expiry of the said 75 (seventy five) days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (fifteen) days,
the Directors of the company, in addition to the issuer company, shall be collectively and
severally liable for refund of the subscription money, with interest at the rate of 2% (two
percent) per month above the bank rate, to the subscribers concerned.
The issue managers, in addition to the issuer company, shall ensure due compliance of
the above mentioned conditions and shall submit compliance report thereon to the
Commission within 7 (seven) days of expiry of the aforesaid fifteen days time period
allowed for refund of the subscription money.”
10. The subscription list shall be opened and the sale of securities commenced after 25
(Twenty Five) days of the publication of the abridged version of the prospectus and
shall remain open for 5 (Five) consecutive banking days.
11. 1 A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand
draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign
currency deposit account maintained in Bangladesh or in Taka, supported by foreign
currency encashment certificate issued by the concerned bank, for the value of securities
applied for through crossed bank cheque marking “Account Payee only”. The NRB
applicants shall send applications to the issuer company within the closing date of the
subscription so as to reach the same to the company by the closing date plus 9 (Nine)
days. Applications received by the company after the above time period will not be
considered for allotment purpose.
12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound
Sterling and Euro of Janata Bank, which shall be mentioned in the Prospectus, as prevailed
on the date of opening of the subscription for the purpose of application of the NRBs and
other non-Bangladeshi persons, wherever applicable.
13. The company and the issue manager shall ensure prompt collection/clearance of
the foreign remittances of NRBs and other non-Bangladeshi(s), if applicable, for allotment
of shares.
14. Upon completion of the period of subscription for securities, the issuer and the issue
manager shall jointly provide the Commission and the stock exchanges with the
preliminary status of the subscription within 5 (Five) working days, in respect of the
following matters, namely: –
(a) Total number of securities for which subscription has been received;
(b) Amount received from the subscription; and
(c) Amount of commission paid to the bankers to the issue.
15. The issuer and the issue manager shall jointly provide the Commission and the stock
exchanges with the list of valid and invalid applicants (i.e. final status of subscription) in
electronic form in 2 (two) CDs and final status of subscription to the commission within
3 (Three) weeks after the closure of the subscription along with bank statements
(original), branch-wise subscription statement. The list of valid and invalid applicants
shall be finalized after examination with the CDBL in respect of BO accounts and
particulars thereof.
16. The IPO shall stand cancelled and the application money shall be refunded immediately
(but not later than 5(five) weeks from the date of the subscription closure), if any of the
following events occur:
(a) Upon closing of the subscription list it is found that the total number of valid
applications (in case of under subscription including the number of the
underwriter) is less than the minimum requirement as specified in the listing
regulations of the stock exchange(s) concerned; or
(b) At least 50% of the IPO is not subscribed.
17. 10% of the total public offering shall be reserved for non-resident Bangladeshi (NRB)
and 10% for mutual funds and collective investment schemes registered with the
Commission, and the remaining 80% shall be open for subscription by the general
public. In case of under-subscription under any of the 10% categories mentioned above,
the unsubscribed portion shall be added to the general public category and, if after such
addition, there is over subscription in the general public category, the issuer and the
issue managers to the issue shall jointly conduct an open lottery of all the applicants
added together.
18. All the applicants shall first be treated as applied for one minimum market lot of 500
shares worth Tk.5,000/-(Taka five thousand only). If, on this basis, there is over
subscription, then lottery will be held amongst the applicants allocating one identification
number for each application, irrespective of the application money. In case of oversubscription
under any of the categories mentioned hereinabove, the issuer and the
issue manager shall jointly conduct an open lottery of all the applications received under
each category separately in presence of representatives from the issuer, the stock
exchanges and the applicants, if there be any.
An applicant can not submit more than two applications, one in his/her own
name and the other jointly with another person. In case an applicant makes
more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of
application money may be forfeited by the commission.
20. The applicant shall provide with the same bank account number in the
application form as it is in the BO account of the application. Otherwise the
application will be considered invalid and the subscription money may be
forfeited.
21. Lottery (if applicable) shall be held within 4 (four) weeks from closure of the
subscription date.