RED-HERRING PROSPECTUS of Aman Cotton Fibrous Limited

304 Pages·2016·8.48 MB·English

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“Investment in capital market involves certain degree of risks. The investors are required to
read the prospectus and risk factors carefully, assess their own financial conditions and risk
taking ability before making their investment decisions.”
RED-HERRING PROSPECTUS
of
Aman Cotton Fibrous Limited
PUBLIC ISSUE OF [*] ORDINARY SHARES
OFFER PRICE TK. [*] EACH INCLUDING PREMIUM OF TK. [*] PER SHARE, TOTAL SIZE OF FUND
TO BE RAISED
TK. 800,000,000.00
Opening date of Subscription: ………………………. ………………, 2016
Closing date of Subscription (Cut-off date): ………………………… , 2016
MANAGER TO THE ISSUE
ICB Capital Management Limited
Green City Edge (5th & 6th Floor), 89 Kakrail
Dhaka -1000, www.icml.com.bd
CREDIT RATING BY
Credit Rating Agency of Bangladesh Limited (CRAB)
Based on Financial Statements of 30 June 2015, Business data and Bank liability Position
as on 31 October and 30 November 2015 respectively
Date of Rating: December 30, 2015
Long Term Short Term
Rating A2 ST-3
Validity November 30, 2016 November 30, 2016
Date of Issue of Prospectus: …………………………..
Preliminary Information and Declarations
Issuer Company Contact person Telephone and Fax Number
Aman Cotton Fibrous Limited Noornavi Bhuiyan ACA Tel: [phone],
2 Ishakha Avenue, Chief Financial Officer FAX: [phone]
Sector-06, Uttara,
Dhaka-1230, Bangladesh
E-mail:[email protected]
Web: www.amancotton.com
Manager to the Issue Contact person Telephone and Fax Number
ICB Capital Management Ltd. Nasrin Sultana Tel: [phone],
Green City Edge (5th & 6th Floor), Chief Executive Officer [phone],
89 Kakrail, Dhaka-1000. [phone],
E-mail: [email protected] [phone]
Web: www.icml.com.bd FAX: [phone]
Underwriters Contact person Telephone and Fax Number
ICB Capital Management Ltd. Mrs. Nasrin Sultana Tel: [phone],
Green City Edge (5th & 6th Floor), Chief Executive Officer [phone],
89 Kakrail, Dhaka-1000. [phone],
E-mail:[email protected]; Web: [phone]
www.icml.com.bd FAX: [phone]
Roots Investment Limited Mohammad Sarwar Hossain Tel: [phone],
Diganto Tower, 1st Floor Managing Director(Acting) [phone]
12/1, R.K. Mission Road, [phone],
Motijheel, Dhaka, 1203 FAX: [phone]
E-mail:[email protected]
Web: www.rootsinvestment.com
Prime Bank Investment Limited Sheikh Mortuza Ahmed [phone], [phone]
Peoples Insurance Bhaban (11th Floor) Chief Executive Officer Fax : [phone]
36, Dilkusha C/A, Dhaka-1ooo
Email. [email protected]
www. primebank.com.bd, www.pbil.com.bd
Bengal Investments Limited (M.M. Mostafa Bilal) Tel: [phone],
Bilquis Tower (8th Floor) CEO & Managing Director FAX: [phone]
Plot# 6 Road 46 Gulshan Circle 2
Dhaka-1212
LankaBangla Investments Limited Khandakar Kayes Hasan, CFA [phone], 9561238
Eunoos Trade Center (Level - 21) Chief Executive Officer Fax : [phone]
52-53, Dilkusha C/A, Dhaka –1000.
Email. [email protected]
www.lankabangla-investments.com
Auditor Contact person Telephone and Fax Number
Mahfel Huq & Co Md. Abu Kaiser FCA Ph: [phone]
Chartered Accountants Partner email: [email protected]
BGIC Tower (4th Floor)
34, Topkhana Road. Dhaka-1000
E-mail: [email protected]
Web: www.mahfelhuq.com
Credit Rating Company Contact person Telephone and Fax Number
Credit Rating Agency of Bangladesh Ltd Razib Ahmed Phone: [phone],
(CRAB) Asst. Vice President & [phone]
Sena Kalyan Bhaban, 195 Motijheel C/A Co-Head (Corporate Rating Fax: [phone]
Floor 4, Suite 403 Unit) Cell. [phone]
Dhaka-1000
Email:[email protected]
Web: www.crab.com.bd, www.crabrat-
ing.com
Valuer Contact person Telephone and Fax Number
S.H. Khan & Co. Md. Shahadat Hossain Khan FCA Tel: [phone]
Chartered Accountants Partner FAX: [phone],
Raz Bhaban (Ist Floor), 29, Dilkusha C/A,
Dhaka-1000
mail:[email protected]
"A person interested to get a Red-Herring Prospectus may obtain from the issuer and the issue manager"
“If you have any query about this document, you may consult the issuer, issue manager and underwriter”
“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO
THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969,
AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. 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, MANAGING DIRECTOR, CHIEF
FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE
OFFICER,UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY."
Risks in relation to the First Issue
"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face
value of the securities is Tk. 10.00 (ten) and the issue price is tk. [.], i.e. ‘1(X)-times’ of the face value. The issue price
has been determined and justified by the issuer and the issue managers as stated under the paragraph on
“justification of issue price” should not be taken to be indicative of the market price of the securities after listing. No
assurance can be given regarding an active or sustained trading of the securities or the price after listing."
General Risk
"Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they
can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before
taking an investment decision in this offer. For taking an investment decision, investors must rely on their own
examination of the issuer and the offer including the risks involved. The securities have not been recommended by
the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or
adequacy of this document. Specific attention of investors is invited to the statement of ‘risk factors’ given on page
number(s) 109-118"
Aman Cotton Fibrous Limited's Absolute Responsibility
"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this red-herring
prospectus contains all material information with regard to the issuer and the issue, that the information contained
in the red-herring prospectus are true, fair and correct in all material aspects and are not misleading in any respect,
that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which make this document as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect."
AVAILABILITY OF RED-HERRING PROSPECTUS
The Red-Herring Prospectus and Abridge version of Red-Herring Prospectus of Aman Cotton Fibrous Limited are
available in hard and soft forms at the following addresses:
Issuer Company Contact person Telephone and Fax Number
Aman Cotton Fibrous Limited Noornavi Bhuiyan ACA Tel: [phone],
2 Ishakha Avenue, Chief Financial Officer FAX: [phone]
Sector-06, Uttara,
Dhaka-1230, Bangladesh
E-mail:[email protected];
Web: www.amancotton.com
Manager to the Issue Contact person Telephone and Fax Number
ICB Capital Management Ltd. Nasrin Sultana Tel: [phone],
Green City Edge (5th & 6th Floor), 89 Chief Executive Officer [phone],
Kakrail, Dhaka-1000. [phone], [phone]
E-mail: [email protected] FAX: [phone]
www.icml.com.bd
Underwriters Contact person Telephone and Fax Number
ICB Capital Management Ltd. Mrs. Nasrin Sultana Tel: [phone],
Green City Edge (5th & 6th Floor), Chief Executive Officer [phone],
89 Kakrail, Dhaka-1000. [phone],
E-mail:[email protected]; Web: [phone]
www.icml.com.bd FAX: [phone]
Roots Investment Limited Mohammad Sarwar Hossain Tel: [phone],
Diganto Tower, 1st Floor Managing Director(Acting) [phone]
12/1, R.K. Mission Road, [phone],
Motijheel, Dhaka, 1203 FAX: [phone]
E-mail:[email protected]
Web: www.rootsinvestment.com
Prime Bank Investment Limited Sheikh Mortuza Ahmed [phone], [phone]
Peoples Insurance Bhaban (11th Floor) Chief Executive Officer Fax : [phone]
36, Dilkusha C/A, Dhaka-1ooo
Email. [email protected]
www. primebank.com.bd, www.pbil.com.bd
Bengal Investments Limited (M.M. Mostafa Bilal) Tel: [phone],
Bilquis Tower (8th Floor) CEO & Managing Director FAX: [phone]
Plot# 6 Road 46 Gulshan Circle 2
Dhaka-1212
LankaBangla Investments Limited Khandakar Kayes Hasan, CFA [phone], 9561238
Eunoos Trade Center (Level - 21) Chief Executive Officer Fax : [phone]
52-53, Dilkusha C/A, Dhaka –1000.
Email. [email protected]
www.lankabangla-investments.com
Stock Exchanges Contact person Telephone and Fax Number
Dhaka Stock Exchange Ltd (DSE) Mr. Md. Afzalur Rahman [phone]
DSE Library, Research and Information Manager [phone]
Department Fax: [phone]
9/F, Motijheel C/A, Dhaka-1000. [phone]
E-mail: [email protected]; web:
www.dsebd.org
Chittagong Stock Exchange Ltd (CSE) Mr. Mohammed Jabed [phone]
CSE Building, 1080, Sk. Mujib Road Sarwar [phone]
Agrabad, Chittagong -4100 Assistant Manager Fax: [phone]
[phone]
Dhaka Liaison Office:
Eunoos Trade Center (Level-15)
52-53 Dilkusha C/A, Dhaka-1000.
E-mail: [email protected];
Web: www.cse.com.bd
Prospectus would also be available on the web site of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE
(www.cse.com. bd), Aman Cotton Fibrous Ltd. (www.amancotton.com), Issue Manager (www.icml.com.bd) and
Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.
Names and dates of the newspapers where abridged version of prospectus was published
Sl. No. Name of the News paper Date of Publication Page number of the newspaper
01
02
03
04
Definitions and Acronyms/Elaborations
Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set forth below in
this Draft Red-Herring Prospectus. References to statutes, rules, regulations, guidelines and policies will be deemed to
include all amendments and modifications notified thereto.
Term Description
ACFL : Aman Cotton Fibrous Limited
Allotment : Letter of Allotment for Shares
BAS : Bangladesh Accounting Standards
BB : Bangladesh Bank
BSA : Bangladesh Standard of Auditing
BO A/C : Beneficiary Owner Account or Depository Account
CA : Chartered Accountant
CDBL : Central Depository Bangladesh Limited
Certificate : Share Certificate
CIB : Credit Information Bureau
Commission : Bangladesh Securities and Exchange Commission
Companies Act : Companies Act, 1994 (Act No. XVIII of 1994)
CSE : Chittagong Stock Exchange Limited
Depository Act : Depository Act, 1999
DSE : Dhaka Stock Exchange Limited
EPS : Earnings Per Share
FC Account : Foreign Currency Account
FI : Financial Institution
GOB : Government of The People’s Republic of Bangladesh
IAS : International Accounting Standards
IPO : Initial Public Offering
Issue : Public Issue of Shares of Aman Cotton Fibrous Limited
Issuer : Aman Cotton Fibrous Limited
NAV : Net Asset Value
P/BV : Price per Book Value
P/E : Price per Earning
NBR : National Board of Revenue
NRB : Non-Resident Bangladeshi
Offering Price : The Price of the Shares of Aman Cotton Fibrous Limited being Offered
Ordinance : Securities and Exchange Ordinance, 1969
Registered Office : Head Office of the Company
RJSC : Registrar of Joint Stock Companies & Firms
Rules : Securities and Exchange Commission (Public Issue) Rules, 2006
BSEC : Bangladesh Securities and Exchange Commission
Securities/Shares : Shares of Aman Cotton Fibrous Limited
Sponsors : The Sponsor Shareholders of Aman Cotton Fibrous Limited
SND Accounts : Short Notice Deposit Account
Stockholders : Shareholders
Subscription : Application Money
TABLE OF CONTENTS
Particulars Page
CHAPTER I EXECUTIVE SUMMARY
About the industry 1
About the Issuer 1
Financial Information 2
Features of the issue and its objects 2
Legal and Other Information 2
Promoters’ background 3-4
Capital structure and history of capital raising 4
Summary of Valuation Report of Securities 4
CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION
Conditions Imposed By Commission Under Rule 4(2) Of The Bangladesh Securities
And Exchange Commission (Public Issue) Rules 2015 5-6
Declaration about the responsibility of the directors, including Managing Director
of the Issuer in respect of the Red-Herring Prospectus 7-14
CHAPTER III ABOUT THE ISSUER 15-16
CHAPTER IV CORPORATE DIRECTORY OF THE ISSUER 17
CHAPTER V DESCRIPTION OF THE ISSUER
Summary of the Industry 18-19
Summary of consolidated financial, operating and other Information 19
General Information 19-24
Capital Structure 24-29
Description of the Business 29-40
Description of Property 40-53
Plan of Operation and Discussion of Financial Condition 53-74
CHAPTER VI MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Overview of business and strategies 75
SWOT analysis 76-77
Analysis of the financial statements of last five years with reason(s) of fluctuating
revenue/sales, other income, total income, cost of material, finance cost,
depreciation and amortization expense, other expense; changes of
inventories, net profit before & after tax, EPS etc. 77-78
Known trends demands, commitments, events or uncertainties that are
likely to have an effect on the company’s business. 78
Trends or expected fluctuations in liquidity 78
Off-balance sheet arrangements those have or likely to have
a current or future effect on financial condition. 78
CHAPTER VII DIRECTORS AND OFFICERS 79-93
CHAPTER VIII CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 93-95
CHAPTER IX EXECUTIVE COMPENSATION 96-97
CHAPTER X OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 98
CHAPTER XI TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 99-100
CHAPTER XII OWNERSHIP OF THE COMPANY’S SECURITIES 101-108
CHAPTER XIII CORPORATE GOVERNANCE 109-115
CHAPTER XIV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 116-118
CHAPTER XV DEBT SECURITIES 119
CHAPTER XVI PARTIES INVOLVED AND THEIR RESPONSIBILITIES 119
CHAPTER XVII MATERIAL CONTRACTS 120
CHAPTER XVIII OUTSTANDING LITIGATIONS, FINE OR PENALTY 121
CHAPTER XIX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 122-131
CHAPTER XX DESCRIPTION OF THE ISSUE 132-134
CHAPTER XXI USE OF PROCEEDS 135-140
CHAPTER XXII LOCK-IN PROVISION OF SHARES 141
CHAPTER XXIII MARKETS FOR THE SECURITIES BEING OFFERED 142
CHAPTER XXIV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 143
CHAPTER XXV FINANCIAL STATEMENTS 144-280
CHAPTER XXVI CREDIT RATING REPORT 281-289
CHAPTER XXVII PUBLIC ISSUE APPLICATION PROCEDURE 290-294