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PROSPECTUS
FOR
PUBLIC OFFERING OF 1,159,500 ORDINARY SHARES OF TK. 120.00 EACH
(INCLUDING A PREMIUM OF TK.110.00 EACH) TOTALLING TK. 139,140,000.00
OPENING OF SUBSCRIPTION:
November 08, 2005
CLOSING OF SUBSCRIPTION:
November 14, 2005
MANAGER TO THE ISSUE
IDLC OF BANGLADESH LIMITED
Hadi Mansion (6th & 7th Floors),
2, Dilkusha Commercial Area,
Dhaka 1000
web : www.idlc.com
Date of publication of Prospectus: October 12, 2005 in “The Financial Express”
BERGER PAINTS BANGLADESH LIMITED
(A PUBLIC COMPANY LIMITED BY SHARES)
“Berger House”,
House # 8, Road #2, Sector # 3,
Uttara Model Town, Dhaka 1230,
Tel. 8953665, Fax 8951350
website: www.bergerbd.com
As per provision of the Depository Act, 1999, and regulations made there under, shares will only be
issued in dematerialized condition. All transfers/transmission/splitting will take place in the Central
Depository Bangladesh Limited’s (CDBL) system and any further issuance of shares (rights/bonus)
will be issued in dematerialized form only.
BERGER PAINTS BANGLADESH
LIMITED
PROSPECTUS
FOR
PUBLIC OFFERING OF 1,159,500 ORDINARY SHARES OF TK. 120.00 EACH
(INCLUDING A PREMIUM OF TK.110.00 EACH) TOTALING TK. 139,140,000.00
As per the SEC’s guideline, 50% of the Public Offering, viz, 579,750 Ordinary Shares of Tk. 120.00
(including a premium of Tk.110.00) each are underwritten by the Underwriters, i.e. @ 1.0% on
Tk.69,570,000.00 aggregating Tk. 695,700.00
OPENING DATE FOR SUBSCRIPTION: November 08, 2005
CLOSING DATE FOR SUBSCRIPTION: November 14, 2005
For Non-Resident Bangladeshi Quota, Subscription Closes on: November 23, 2005
UNDERWRITERS
IDLC of Bangladesh Limited
Southeast Bank Limited
ICB Capital Management Limited
Bank Asia Limited
Green Delta Insurance Company Limited
MANAGER TO THE ISSUE
IDLC OF BANGLADESH LIMITED
Hadi Mansion (6th & 7th Floors),
2, Dilkusha Commercial Area,
Dhaka 1000
CREDIT RATING
Long Term: AA
Short Term: ST-1
Date of publication of Prospectus: October 12, 2005 in ‘The Financial Express”
The Company’s share trading is likely to be placed in category “A”
“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 PUBLIC ISSUE RULES, 1998. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS
CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF THE COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SHARES OR
FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH
REGARD TO THEM, RESPONSIBILITY FOR WHICH LIES WITH THE ISSUER, ITS DIRECTORS,
INVESTMENT ADVISER, ISSUE MANAGER, VALUER AND/OR AUDITOR.
IT IS, HOWEVER, THE SECURITIES AND EXCHANGE COMMISSION’S RESPONSIBILITY TO ENSURE
THAT FULL AND FAIR DISCLOSURES ARE MADE IN THE PROSPECTUS IN TERMS OF THE PUBLIC
ISSUE RULES, 1998, SO THAT THE INVESTORS CAN MAKE INFORMED INVESTMENT DECISIONS.”
ii
TABLE OF CONTENTS
Description
Section I: Statutory Conditions
Conditions under Section 2CC of the SEC Ordinance, 1969
General Information
Availability of the Prospectus
Section II: Declaration and Due Diligence Certificates
Declaration About the Responsibility of Directors and Officers in Respect of Prospectus
Declaration About the Filing of Prospectus with Registrar of Joint Stock Companies and
Firms
Declaration by the Directors to Serve
Declaration by the Issuer About the Approval from SEC for Any Material Changes
Declaration by the Issue Manager About the Approval from SEC for Any Material
Changes
Declaration for Non-suppression of Material Information
Declaration on the Salient Features of the Agreements
Due Diligence Certificate of the Issue Manager
Due Diligence Certificate of Underwriters
Section III: Information about the Company
Berger Paints Bangladesh Limited at a Glance
Company Profile
Nature of Business
Financial Structure
Debt Securities
Ownership of the Company’s Securities
Major Products of Berger Paints Bangladesh Limited
Relative Position of the Products Contributing More Than 10% of the Total Revenue
Land & Location of the Projects
Distribution of Products/ Services
Competitive Condition of the Business
Raw Materials
Sources of, and Requirement for, Gas and Water
Customers Providing 10% Or More Revenues
Contract With Principal Suppliers / Customers
Description of Property
Financial Lease Commitment
Lien on Property
Revaluation of Assets
Disposal of Assets of the Company Used to Pay Off Liabilities
Operating Lease Commitments
Plan of Operation and Discussion of Financial Condition as per Audited Accounts
Material Changes from Period to Period as per Audited Accounts
Seasonal Aspects
Known Trends, Events or Uncertainties That Shall Have a Material Effect on the
Company's
Business
Description Future
of Material
Patents, Trademarks, Licenses or Royalty Agreements
Associated/ Related Concerns Business
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Description
Loan Taken from Related Parties
Transaction with Promoters
Material Commitment for Capital Expenditure
Future Capital Expenditure
Future Contractual Liabilities
VAT, Income Tax, Custom Duty or Other Tax liability
Number of Employees
Personnel Related Schemes
Section IV: Information about the Directors
Directors of the Company
Information Regarding Directorship
Short Bio-data of the Directors
Family Relationship Between Directors, and Directors and Officers
Directors’ Facilities During Prospectus Publication
Directors Involvement in Other Companies
CIB Status
Involvement of Officers and Directors in Certain Legal Proceedings
Certain Relationships and Related Transactions
Senior Executives of the Company
Executive Compensation
Option Granted to Officers, Directors and Employees
Section V: Risk Factors and Management Perception
Section VI: Features of IPO
IPO Size and Issue Price
Use of Proceeds
Determination of Offering Price
Description of Securities Outstanding or Being Offered
Section VII: Plan of Distribution
Underwriting of Shares
Principal Terms and Conditions of Underwriting Agreements
Commission for the Underwriters
Right of Underwriters on Company's Board
Relationship of Officer or Director of Underwriter(s) with the Member of Board of the
Company
Section
VIII: Allotment, Subscription and Market
Disclosure in Respect of Issuance of Security in Demat Form
Conditions of Offer and Allotment of Shares
Allotment
Application for Subscription
Bankers to the Issue
Market for the Securities Being Offered
Declaration About Listing of Securities with the Stock Exchange(s)
Trading and Settlement
Section IX: Material Contract and Others
Material Contracts
Manager to the Issue
Commission to the Bankers to the Issue
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Description
Brokerage
Break Down of Expenses for IPO
Section X: Corporate Directory
Section XI: Auditors’ Report and Related Certificates
Auditors’ Report to the Shareholders of Berger Paints Bangladesh Limited
Auditors’ Additional Disclosures
Auditors’ Certificate under Section 135(1) and Paragraph 24(1) of Part II of Third
Schedule
of the Companies
Act, 1994
Auditors’ Certificate
on Allotment
of Shares to Promoters or Sponsors Shareholders
Directors’ Report to the Shareholders
Auditors’ Report to the Shareholders of Jenson & Nicholson Bangladesh Limited
Section XII: Credit Rating Report
Section XIII: Application Forms
Annexure-I
Projected Balance Sheet
Projected Profit & Loss Statement
Projected Cash Flow Statement
Basis and Assumptions
Annexure-II
Calculations of valuations and justifications of assumptions
Annexure-III
Dividend payment policy of Berger Paints Bangladesh Limited
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ABBREVIATED WORDS AND TECHNICAL TERMS USED IN PROSPECTUS
Allotment
Letter of Allotment of Shares
BO A/C.
Beneficial Owner account or Depository Account
BPBL/ Issuer/ Company
Berger Paints Bangladesh Ltd.
CDBL
Central Depository of Bangladesh Limited
Certificate
Share Certificate
CIB
Credit Information Bureau of Bangladesh Bank
Commission / SEC
Securities and Exchange Commission
Companies Act
Companies Act, 1994 (Act. No. XVIII of 1994)
CSE
Chittagong Stock Exchange Ltd.
DDM
Dividend Discount Model for Valuing Share
DSE
Dhaka Stock Exchange Ltd.
FC Account
Foreign Currency Account
IPO
Initial Public Offering
Issue
Public Issue
Market of the Securities
Share Market
MTT
Mineral Turpentine
NAV
NBR
NRB
Registered Office
Net Asset Value of the Company
National Board of Revenue
Non Resident Bangladeshis
Price of the securities of Berger Paints Bangladesh Ltd. being
offered
Head Office of the Company
RJSC
Securities
Registrar of Joint Stock Companies & Firms
Shares of Berger Paints Bangladesh Ltd.
Sponsors
The Sponsor Shareholders of Berger Paints Bangladesh Ltd.
STD Account
Short Term Deposit Account
Stockholder
Shareholder
Subscription
Application money
Offering Price
vi