New IPO of ACTIVE FINE CHEMICALS LIMITED is in Bangladeshi Share Market

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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.

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