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Prospectus: IFCO Garments & Textiles Limited
Page | 1
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.
PUBLIC ISSUE OF 20,000,000 ORDINARY SHARES
OFFER PRICE TK. 10.00 EACH AT PAR, TOTAL SIZE OF FUND TO BE RAISED TK. 200,000,000.00
Opening date of subscription: ..
Closing date of subscription: ..
PROSPECTUS
OF
IFCO GARMENTS & TEXTILES LTD.
Managers to the Issue:
CAPM Advisory Limited
And
Citizen Securities & Investment Limited
Prospectus: IFCO Garments & Textiles Limited
Page | 2
ISSUE DATE OF THE PROSPECTUS: ______
Prospectus: IFCO Garments & Textiles Limited
Page | 3
Preliminary Information and Declarations
NAME & ADDRESS CONTACT PERSON TELEPHONE & FAX NUMBER, E-MAIL, WEB ADDRESS
ISSUER
IFCO Garments & Textiles Ltd. Registered Office: 63, North Jatrabari, Dhaka-1204, Bangladesh
Nur Mohammed Siddique Managing Director
Phone: +88 -02-8333052 Fax: +88-02-9347765
Email:[email protected] Website: www.oligroup-bd.com
ISSUE MANAGERS
CAPM Advisory Limited Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue, Banani C//A, Dhaka-1213
Mufakhkharul Islam Managing Director & CEO
Phone: +88-02-9822391 Fax: +88-02-9822393
Email:[email protected] Website: www.capmadvisorybd.com
Citizen Securities & Investment Limited Al-Razi Complex (8th Floor), Suite G-802, 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000
Tahid Ahmed Chowdhury, FCCA Managing Director & CEO
Phone:+880-2 9514542, 9515439 Fax: +880-2-9570546
Email:[email protected] Website: www.citizensecurities.com
UNDERWRITERS
Lankabangla Investments Limited Eunoos Trade Center (Level-21) 52-53, Dilkhusha C/A, Dhaka-1000.
Khandakar Kayes Hasan, CFA
Chief Executive Officer
Phone:+88-02-7113585, 7125890 Fax: +88-02-7115756
E-mail: [email protected] Website:www.lankabangla-investments.com
CAPM Advisory Limited Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue, Banani C//A, Dhaka-1213
Mufakhkharul Islam Managing Director & CEO
Phone: +88-02-9822391 Fax: +88-02-9822393
Email:[email protected] Website: www.capmadvisorybd.com
Prime Finance Capital Management Limited 56-57, Dilkusha C/A, (6th Floor), Dhaka-1000,Bangladesh
M. Mosharraf Hossain PhD, FCA Managing Director & CEO
Phone:+880-2- 9584874-6 Fax:+880-2-9584877
Email:[email protected] Website: www.primefincap.com
Citizen Securities & Investment Limited Al-Razi Complex (8th Floor), Suite G-802, 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000
Tahid Ahmed Chowdhury, FCCA Managing Director & CEO
Phone:+880-2 9514542, 9515439 Fax: +880-2-9570546
Email:[email protected] Website: www.citizensecurities.com
AUDITOR
AHMAD & AKHTAR Chartered Accountants BCIC Bhaban (3rd Floor), 30-31, Dilkusha C/A, Dhaka-1000
Md. Naser Phone: +880 2 9561289,
Fax: +880 2 9564366 Email:[email protected];Website:www.aacabd.org
If you have any query about this document, you may consult the issuer, issue managers and underwriters
Prospectus of the IFCO Garments and Textiles Ltd. may be obtained from the Issuer Company and Issue Managers
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 MANAGERS CHIEF EXECUTIVE OFFICER,
UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)."
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. 10.00 (TEN), I.E. 1 TIME OF THE FACE VALUE. THE ISSUE PRICE HAS BEEN DETERMINED AND JUSTIFIED BY THE ISSUER AND THE ISSUE MANAGER 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) 115-124. "
IFCO GARMENTS AND TEXTILES LIMITEDSABSOLUTE RESPONSIBILITY "THE ISSUER, HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR AND CONFIRMS THAT THIS PROSPECTUS CONTAINS ALL MATERIAL INFORMATION WITH REGARD TO THE ISSUER AND THE ISSUE, THAT THE INFORMATION CONTAINED IN THE 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."
mailto:[email protected]:%[email protected]://www.lankabangla-investments.com/mailto:[email protected]://www.aacabd.org/
Prospectus: IFCO Garments & Textiles Limited
Page | 4
Availability of Prospectus
Hard Copy and Soft Copy of the Prospectus and Abridged Version of Prospectus of IFCO Garments and Textiles Ltd.may beobtained from the following institutions:
NAME & ADDRESS CONTACT PERSON TELEPHONE & FAX NUMBER, E-MAIL, WEB ADDRESS
ISSUER
IFCO Garments & Textiles Ltd. Registered Office: 63, North Jatrabari, Dhaka-1204, Bangladesh
Nur Mohammed Siddique Managing Director
Phone: +88 -02-8333052 Fax: +88-02-9347765
Email:[email protected] Website: www.oligroup-bd.com
ISSUE MANAGERS
CAPM Advisory Limited Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue, Banani C//A, Dhaka-1213
Mufakhkharul Islam Managing Director & CEO
Phone: +88-02-9822391 Fax: +88-02-9822393
Email:[email protected] Website: www.capmadvisorybd.com
Citizen Securities & Investment Limited Al-Razi Complex (8th Floor), Suite G-802, 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000
Tahid Ahmed Chowdhury, FCCA Managing Director & CEO
Phone:+880-2 9514542, 9515439 Fax: +880-2-9570546
Email:[email protected] Website: www.citizensecurities.com
UNDERWRITERS
Lankabangla Investments Limited Eunoos Trade Center (Level-21), 52-53, Dilkhusha C/A, Dhaka-1000
Khandakar Kayes Hasan, CFA
Chief Executive Officer
Phone:+88-02-7113585, 7125890 Fax: +88-02-7115756
E-mail: [email protected] Website:www.lankabangla-investments.com
CAPM Advisory Limited Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue, Banani C//A, Dhaka-1213
Mufakhkharul Islam Managing Director & CEO
Phone: +88-02-9822391 Fax: +88-02-9822393
Email:[email protected] Website: www.capmadvisorybd.com
Prime Finance Capital Management Limited 56-57, Dilkusha C/A, (6th Floor), Dhaka-1000,Bangladesh
M. Mosharraf Hossain PhD, FCA Managing Director & CEO
Phone:+880-2- 9584874-6 Fax:+880-2-9584877
Email:[email protected] Website: www.primefincap.com
Citizen Securities & Investment Limited Al-Razi Complex (8th Floor), Suite G-802, 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000
Tahid Ahmed Chowdhury, FCCA Managing Director & CEO
Phone:+880-2 9514542, 9515439 Fax: +880-2-9570546
Email:[email protected] Website: www.citizensecurities.com
STOCK EXCHANGES
Dhaka Stock Exchange Limited (DSE) DSE Library, Research and Information Department,9/F, Motijheel C/A, Dhaka 1000
Mr. Md. Afzalur Rahman Manager
Tel: +88 02 956 46 01-7, +88 02 966 6944-8 Fax:+88 02 956 9755, +88 02 956 47 27
e-mail: [email protected] website: www.dsebd.org
Chittagong Stock Exchange Limited (CSE) CSE Building, 1080, Sheikh Mujib Road,Chittagong 4100 Dhaka Liaison Office: 52-53, Dilkusha C/A, Dhaka - 1000
Mr. Mohammad Jabed Sarwar Assistant Manager
Tel: +88 031 714 632-3, 031 720 871 Fax: +88 031 714 101; +88 02 951 39 11-15
e-mail: [email protected] website: www.cse.com.bd
Prospectus would also be available on the web sites of BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com), IFCO Garments & Textiles Ltd.(www.oligroup-bd.com), CAPM Advisory Limited(www.capmadvisorybd.com) and Citizen Securities & Investment Limited(www.citizensecurities.com) and at the Public Reference Room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.
DATE OF PUBLICATION OF ABRIDGED VERSION OF PROSPECTUS: Names and dates of the newspapers where abridged version of prospectus was published:
Sl. No. Newspaper Name Date Page Number of the Newspaper
1
2
3
4
mailto:[email protected]:%[email protected]://www.lankabangla-investments.com/http://www.sec.gov.bd/http://www.dsebd.org/http://www.csebd.com/
Prospectus: IFCO Garments & Textiles Limited
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Prospectus: IFCO Garments & Textiles Limited
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Definitions and Acronyms/Elaborations
Terms Description
AGM : Annual General Meeting
Allotment : Letter of allotment for shares
BAS : Bangladesh Accounting Standards
BGMEA : Bangladesh Garments Manufactures and Export Association
BO A/C : Beneficiary Owner Account or Depository Account
BSEC : Bangladesh Securities and Exchange Commission
CAPMAL : CAPM Advisory Limited
CDBL : Central Depository Bangladesh Limited
CIB : Credit Information Bureau
Certificate : Share Certificate
Commission : Bangladesh Securities and Exchange Commission
Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994)
CPOs : Chief Purchasing Officers
CSE : Chittagong Stock Exchange Limited
CSIL : Citizen Securities & Investment Limited
CVC : Chief Value Cotton
DSE : Dhaka Stock Exchange Limited
FC Account : Foreign Currency Account
IGTL : IFCO Garments & Textiles Ltd
IPO : Initial Public Offering
Issue : Public Issue of shares of IFCO Garments & Textiles Ltd
Issue Manager : CAPM Advisory Limited (CAPMAL) Citizen Securities & Investment Limited (CSIL)
MP : Market Price
NAV : Net Asset Value of the Company
NRB : Non- Resident Bangladeshi
PC : Polyester Cotton
Securities Market : Share market
SC : Share Certificate
Securities : Shares of IFCO Garments & Textiles Ltd
Sponsors : The Sponsors Shareholders of IFCO Garments & Textiles Ltd
STD Account : Short Term Deposit Account
Stockholders : Shareholder
Subscription : Application money
Taka/Tk./BDT : Bangladeshi Taka
The Company/Issuer : IFCO Garments & Textiles Ltd
Prospectus: IFCO Garments & Textiles Limited
Page | 7
TABLE OF CONTENTS
Particulars Page No.
SECTION I: EXECUTIVE SUMMARY 7-12
About the industry 7-9
About the Issuer 9
Financial Information 9
Features of the issue and its objects 10
Legal and other Information 10
Promoters background 10-11
Capital structure and history of capital raising 12
Summary of Valuation Report of securities 12
SECTION II: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 13-20
Disclosure in Respect of Issuance of Security in Demat Form 13
Conditions under 2CC of the Securities and Exchange Ordinance, 1969 13-20
SECTION III: DECLARATION AND DUE DILIGENCE CERTIFICATES 21-27
Declaration about the responsibility of the Director(s), including the CEO of IFCO Garments & Textiles Ltd. in respect of Prospectus
21
Due Diligence Certificate of the Manager to the Issue 22-23
Due Diligence Certificate of the Underwriter(s) 24-27
SECTION IV: ABOUT THE ISSUER 28-29
SECTION V: CORPORATE DIRECTORY OF THE ISSUER 30
SECTION VI:DESCRIPTION OF THE ISSUER 31-76
Summary 31-32
General Information 32-35
Capital Structure 35-41
Description of Business 41-48
Description of Property 48-59
Plan of Operation and Discussion of Financial Condition 59-76
SECTION VII:MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 77-81
Overview of business and strategies 77-78
SWOT ANALYSIS 79
Analysis of the financial statements of last five years 80-81
Known trends demands, commitments, events or uncertainties 81
Trends or expected fluctuations in liquidity 81
Off-balance sheet arrangements 81
SECTION VIII: DIRECTORS AND OFFICERS 82-89
SECTION IX: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 90-91
Prospectus: IFCO Garments & Textiles Limited
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SECTION X: EXECUTIVE COMPENSATION 92-93
SECTION XI: OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 93
SECTION XII: TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 94
SECTION XIII: OWNERSHIP OF THE COMPANYS SECURITIES 95-101
SECTION XIV: CORPORATE GOVERNANCE 102-108
SECTION XV: VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 109-110
SECTION XVI: DEBT SECURITIES 110
SECTION XVII: PARTIES INVOLVED AND THEIR RESPONSIBILITIES 111
SECTION XVIII:MATERIAL CONTRACTS 112-113
SECTION XIX: OUTSTANDING LITIGATIONS, FINE OR PENALTY 114
SECTION XX: RISK FACTORS AND MANAGEMENTS PERCEPTIONS ABOUT THE RISKS 115-124
SECTION XXI: DESCRIPTION OF THE ISSUE 125
SECTION XXII: USE OF PROCEEDS 126-134
SECTION XXIII: LOCK-IN 135-138
SECTION XXIV: MARKETS FOR THE SECURITIES BEING OFFERED 139
SECTION XXV: DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 140-141
SECTION XXVI: FINANCIAL STATEMENTS 142-178
SECTION XXVII: PUBLIC ISSUE APPLICATION PROCEDURE 179-183
SECTION XXVIII: OTHERS 184-202
Additional Disclosure 184-190
Auditors Additional Disclosure 191-202
Prospectus: IFCO Garments & Textiles Limited
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SECTION -I: EXECUTIVE SUMMARY
(a) About the Industry:
Global Economy Outlook Lower growth in China and its implications for emerging Asia:Growth in China is expected to slow to
6.3 percent in 2016 and 6.0 percent in 2017, primarily reflecting weaker investment growth as the economy continues to rebalance. India and the rest of emerging Asia are generally projected to continue growing at a robust pace, although with some countries facing strong headwinds from Chinas economic rebalancing and global manufacturing weakness.
The decline in the price of oil has led to a large reallocation of real income from oil exporters to oil importers. The early evidence suggests that, in oil importers, from the United States, to the euro area, to China, and to India, the increase in real income is increasing spending. Oil exporters have cut spending but to a smaller extent: many have substantial financial reserves and are in a position to reduce spending slowly.
Exchange rate movements have been unusually large. Among major currencies, the dollar has seen a major appreciation, and the euro and the yen a major depreciation. These movements clearly reflect differences in monetary policy, with the United States expecting to exit the zero lower bound this year, but with no such prospects for the euro area or Japan. To the extent that both the euro area and Japan were at risk of another relapse, the euro and yen depreciations will help. To some extent,
Prospectus: IFCO Garments & Textiles Limited
Page | 10
the United States has the policy room to offset the adverse effects of the dollar appreciation. Thus, this adjustment of exchange rates must be seen, on net, as good news for the world economy.
(Source: IMF)
Outlook of Bangladeshs Textile Industry
The textile industry has played an important role in Bangladeshs economy for a long time. Currently, the textile industry in Bangladesh accounts for 45 percent of all industrial employment and contributes 5 percent to the total national income. The industry employs nearly 4 million people, mostly women.
A huge 81.71% of the countrys export earnings come from textiles and apparel, according to the latest figures available. Bangladesh exports its apparel products worth nearly $25.5billion in the financial year 2014-2015 to the United States, European Union (EU), Canada and other countries of the world. It is the sixth largest apparel supplier to the United States and EU countries. Moreover Bangladesh's apparel exports could triple by 2020 as the European and the US buyers plan to strengthen their presence in the country and new players are planning to enter the market seen as the 'Next China', according to a study.
A survey shows that chief purchasing officers (CPOs) of leading apparel buyers in Europe and the US almost unanimously favor moving some of their sourcing away from China. In the survey, 54 percent of CPOs shared their plans to decrease their sourcing activities in China by up to 10 percent and 32 percent stated that they sought to decrease their share of sourcing in China by more than 10 percent over the next five years. As Western RMG buyers search for the next China, they are evaluating all options to strengthen their proximity sourcing, moving on to Northwest China, Southeast Asia, and other Far East supplier countries. Bangladesh is clearly the preferred next stoppage for the sourcing caravan
In the last 15 years, Bangladeshs share of apparel imports to Europe and the US more than doubled, securing Bangladeshs No. 3 position among importers to the European Union 15 (EU-15) and the No. 4 position among US importers. Within just the last three years, 39 percent of the companies represented in the CPO interviews have increased their share of sourcing in Bangladesh by more than 30 percent, 13 percent of the companies by 20 to 30 percent, and 30 percent of the companies by 10 to 20 percent.
0 20 40 60 80 100
Bangladesh
Vietnam
Indonesia
Cambodia
% of Respondents
% of Respondents
Prospectus: IFCO Garments & Textiles Limited
Page | 11
Bangladeshs growth has been recognized. Goldman Sachs included Bangladesh in the Next 11 emerging countries to watch following BRIC (Brazil, Russia, India, and China) and JP Morgan lists Bangladesh among its Frontier Five emerging economies in which it is worth investing.
(Source: http://www.bgmea.com.bd/)
(b) About the Issuer: IFCO Garments & Textiles Ltd. (IGTL)was incorporated in Bangladesh on 16th march, 2005 vide registration no.CH-5372/2005 with the Register of Joint Stock Companies and Firms as a Private Limited Company under Companies Act, 1994. Later on, it converted into a public Limited Company on December 22, 2013. The principal activities of the Company are manufacturing and exporting of fashion knitting apparels as judged international norms of professionalism, quality and system. The commercial production of the factory commenced on the year of March 16, 2005. The authorized capitalof the company is BDT 1,620,000,000 and paid up capital of the company is BDT 495,995,700 divided into 49,599,570 ordinary shares of BDT 10.00 each. The registered office of the company is 63, North Jatrabari, Dhaka-1204, Bangladesh and the factory is situated at Plot # 41, 42, 56 & 57, Road # 01, BSCIC Industrial Estate Extd., Kalurghat, Chittagong, Bangladesh.
The organizational structure of the company is a limited company since its incorporation. On May 10, 2009 and February 22, 2010 the sponsors: S. M. Mortuza Hossain, Kazi Rokeya Begum, Sayed Niaz Mahmud, Sayed Shakil Mahmud, Sayed Adil Mahmud of IGTL handed over its full ownership tothe present Directors: Nur Mohammed Siddique, Mohammed Shahed and Mohammed Morshed.
Moreover, on March 25, 2010 the Lease agreement of the land (plot no. 41, 42, 56 & 57) from BSCIC recorded in the name of IFCO Garments & Textiles Ltd. (the Limited Company) by changing from the IFCO Garments & Textiles (the Proprietorship Business). Both the Limited Company and the Proprietorship Business were owned and established by the same sponsors. (c) Financial Information:
Major financial information of IFCO Garments & Textiles Ltd. (IGTL)is as follows.
Sl. Particulars June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012 June 30, 2011
1 Turnover 1,233,721,942 1,201,755,575 1,512,600,470 1,075,864,278 846,529,754
2 Gross Profit 236,491,107 243,421,139 398,851,091 282,483,053 204,166,083
3 Net profit before tax 157,155,485 162,620,917 317,310,546 195,830,917 123,292,603
4 Net Profit after tax 153,428,160 152,101,819 302,772,255 195,830,917 123,292,603
5 Total Assets 1,923,476,534 1,871,841,827 2,289,452,721 1,789,567,632 1,601,360,679
6 Share Capital 495,995,700 495,995,700 99,800,000 5,000,000 5,000,000
7 Retained Earnings 918,136,821 764,708,661 612,606,842 309,834,587 114,003,670
8 No. of Shares 49,599,570 49,599,570 998,000 50,000 50,000
9 Face Value 10.00 10.00 100.00 100.00 100.00
10 NAV Per Share (Restated) 28.51 25.42 16.73 273.32 234.15
11 Earnings per Share (EPS) (Restated)
3.09 4.82 17.65 39.17 24.66
*Restated on the basis of BDT 10 per share for each year
http://www.bgmea.com.bd/
Prospectus: IFCO Garments & Textiles Limited
Page | 12
(d) Features of the issue and its objects:
Offer Price BDT 10
Number of Shares 20,000,000 ordinary shares
Offer Size BDT 200,000,000
Issue Manager CAPM Advisory Limited and Citizen Securities & Investment Limited
Register to the Issue N/A
Underwriter(s) CAPM Advisory Limited, Citizen Securities & Investment Limited, Prime Finance Capital Management Limited, LankaBangla Investments Limited
NAV per Share BDT 28.51
EPS per Share BDT 3.09
Purpose of Raising Fund Net Proceeds from initial public offering (IPO) will be used for Expansion of Civil Work, repayment of high interest- bearing loan.
(e) Legal and other Information:
Name of the Company IFCO Garments & Textiles Ltd. (IGTL)
Private/ Public Company Public Limited Company
Date of Incorporation 16th march, 2005
Date of Commencement of Business 16th march, 2005
Registration Number CH-5372/2005
Date of Conversion from Private to Public Limited Company December 22, 2013
Organizational Structure at the time of Incorporation Private Limited Company
Date of Land Lease Agreement change of the Company March 25, 2010
Date of Ownership change of the Company May10, 2009 & February 22, 2010
(f) Promoters background:
IFCO Garments & Textiles Ltd. Was incorporated as IFCO Garments & Textiles, which was a sole proprietorship business at the time of incorporation. As per Memorandum of Association and Articles of Association of the Company, following persons were the Promoters of IGTL.
Sl. No. Sponsors
1 Mr. S. M. Mortuza Hossain
2 Mrs. Kazi Rokeya Begum
3 Mr. Sayed Niaz Mahmud
4 Mr. Sayed Shakil Mahmud
5 Mr. Sayed Adil Mahmud
As per // //dated March 03, 2010 of the Board of Investment, Chittagong Divisional Office, the ownership of the Company changed from the previous persons to the following persons:
1. Nur Mohammed Siddique
Prospectus: IFCO Garments & Textiles Limited
Page | 13
2. Mohammed Shahed 3. Mohammed Morshed
IFCO Garments & Textiles changed into IFCO Garments & Textiles Ltd. as per letter no.- // () - //()dated on March 25, 2010 of Bangladesh Small Cottage Industries Corporation (BSCIC).
Since the ownership of the company has been changed, the details information of the promoters of the company is not available. As such, the details of the owners are given below who took over the ownership on March 25, 2010 from the sponsors. Mr. Mohammed Shahed, Chairman
Mr. Mohammed Shahed aged 53, Chairman of the Company born in well known business family in 1961 in Chittagong. After completion of his Masters of Arts from Chittagong University, he engaged himself in business. He is involved in many social activities and related works. He has traveled many countries throughout the world for gaining technical know-how on garments industry and latest development of production technology and became very successful businessman in short time of his business career with his sincerity, honesty, conceptual and practical problem solving minded. His interpersonal skills, leadership behavior, high analytical ability in business and very hard working nature made him business leader. Mr. Nur Mohammed Siddique, Managing Director
Mr. Nur Mohammed Siddique aged 52, Managing Director of the Company born in well known Muslim business family in 1962 in Chittagong. After completion of his Masters of Commerce from Chittagong University, he engages himself in business. He has visited many countries of the world including Japan, China, India, America, U.K. etc. in connection of business and has bagged to his credit a vast experience and knowledge in modern method, technology, production, marketing and management techniques of garments industries by attaching several courses / seminars and visiting similar industrial concerns of the world. He became a successful businessman in short time of his business career with his sincerity, honesty, conceptual and practical problem solving minded. He is also involved in many social and cultural activities of the country.
Mr. Mohammed Morshed, Director
Mohammad Morshed aged 44, born in well known business family in 1968 in Chittagong. After completing his Bachelor of Commerce from National University he engages himself in business. He became a successful business man in short time of his business career with his sincerity, honesty, conceptual and practical problem solving minded. He has started his carrier as an entrepreneur of C & A Fashion Ltd since 1992. He is also the Director C & A Textiles Ltd and managing Director of FamilyTex. During his tenor of business career, he gained business knowledge in textiles and readymade garments industries.
Prospectus: IFCO Garments & Textiles Limited
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(g) Capital structure and history of capital raising:
The Company intends to issue 20,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 200,000,000.00 subject to regulatory approvals.
Particulars No of Shares Face Value (Tk.) Amount in Taka
Before IPO:
Authorized Capital 162,000,000 10.00 1,620,000,000
Paid up capital 49,599,570 10.00 495,995,700
Total paid up capital before IPO (A) 49,599,570 10.00 495,995,700
After IPO:
To be issued as IPO (B) 20,000,000 10.00 200,000,000
Paid up capital (Post IPO) (A+B) 69,599,570 10.00 695,995,700
The Company has raised its paid-up capital in following phases:
Particulars Date of
allotment
Consideration in cash or other
than cash
No. of shares
Face value
Total (in BDT)
First (Subscription to the MoA and AoA at the time of incorporation)
16.03.2005 Cash 10,000
100 1,000,000
2nd allotment 16.07.2006 Cash 40,000 100 4,000,000
3rd allotment 14.05.2013 Cash 940,000 100 94,000,000
4th allotment 08.06.2013 Cash 8,000 100 800,000
5th allotment 12.12.2013 Cash 3,961,957 100 396,195,700
Total 495,995,700
(h) Summary of Valuation Report of securities:
Method Particulars Amount in BDT
Method-1 Net Asset Value(NAV) per share 28.51
Method-2 Historical Earning based value per share 40.64
Method-3 Average market price per share of similar stocks 26.20
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SECTION -II: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM As per provision of the Depository Act, 1999 and regulation made there under, shares will be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (rights/bonus) will be issued in dematerialized form only.
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969
PARTA
1. The Company shall go for Initial Public Offer (IPO) for 20,000,000 ordinary shares of Tk. 10.00 each at
par totaling to Tk. 200,000,000.00 (Taka twenty crore) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made thereunder.
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 02 (two) working days of issuance of this consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuers 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 and shall remain posted till the closure of the subscription list. The issuer shall submit to the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in MS -Word format.
3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official recordwithin 5 (Five) working days from the date of publication of the abridged version of the prospectus in thenewspaper.
4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged versionfor NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days fromthe date of publication of the abridged version of the prospectus in the newspaper. A compliance report shallbe submitted in this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two)working days from the date of said transmission of the prospectus.
5. 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 closureof subscription, any allotment in terms of this prospectus shall be void and the company shall
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refund thesubscription money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, orfromthe 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 thecompany, in addition to the issuer company, shall be collectively and severally liable for refund of thesubscription money, with interest at the rate of 2% (two percent) above the bank rate, to the subscribersconcerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentionedconditions and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry ofthe aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.
6. The IPO shall stand cancelled and the issuer and issue manger shall inform the Commission within 2
(two)working days and release the subscription money within 10 (ten) working days after receiving verificationreport from CDBL and the information from exchanges to the effect that at least 35% of the IPO in any categoryis not subscribed.
7. 20% of the securities reserved for general public shall be reserved for .In case
of over subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of over subscription in the eligible investors category, securities shall be allotted on pro-rata basis as per rules.
8. All applicants under general public category shall apply for minimum market lot of 500 shares worth Taka 5,000/- (Taka five thousand only) and eligible investors shall apply for a market lot or its multiples.
9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another person. In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the Commission will forfeit 15% of their subscription money.
11. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the application liable to rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by the law.
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12. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty Four) hours of allotment.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or shareholders having 5% or more shares through stock dividends, shall be subject to a lock-in period of 02(two) years from the date of issuance of the prospectus.
14. If any share shares of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian registered with the Commission and shall remain held till completion of lock-in period and the name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by Managing Director of the company along with the lock-in confirmation to the Commission within one week of listing of the shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date of this consent for raising of capital.
PARTB Application Process Step-1 (Applicant) 1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. The subscription closing date), which shall be the 25th(twenty fifth) working day from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall
contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:
a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money
and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.
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b. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to concerned Stockbroker/Merchant Banker. The draft (FDD) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.
Step-2 (Intermediary) 3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose
namely Public Issue Application Account. The Stockbroker/Merchant Banker shall: a. post the amount separately in the customer account (other than NRB and Foreign applicants), and
upon availability of fund, block the amount equivalent to the application money; b. Accumulate all the application/buy instructions received up to the cut-off date, deposit the amount
in the Public Issue Application Account maintained with its bank within the first banking hour of next working day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant Bankers own portfolio, the application amount should also be transferred to the Public Issue Application Account;
c. Instruct the banker to block the account for an amount equivalent to the aggregate application
money and to issue a certificate in this regard. 4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a
certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker. 5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall
hold the bank drafts (FDD) submitted by the applicants in their custody with a list containing the draft information against the respective applicants particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing
Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send it to the respective Stock Exchange in electronic (text format with tilde ~ separator) format and the certificate(s) issued by its banker.
7. On the next working day, the stock exchanges shall provide the Issuer with the information received
from the Stockbroker/Merchant Bankers. Stock Exchanges shall verify and preserve the bankers certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6
months from listing of the securities with exchange.
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Step-3 (Issuer) 9. The Issuer shall prepare consolidated list of the applications and send the applicants BOIDs in
electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents Name, Joint Account and Bank Account Information along with the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the
applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the stock exchanges within 10 (ten) working days from the date of receiving information from the stock exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications
within 03 (three) working days from the date of reporting to the Commission and the Stock Exchanges, if do not receive any observation from the Commission or the Stock Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six)
hours and on the websites of the Commission and Stock Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall: a. Send category wise lists of the successful and unsuccessful applicants in electronic (text format with
tilde ~ separator) format to the respective Stock Exchange. b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per
conditions of the Consent Letter issued by the Commission in electronic (text format with tilde ~ separator) format to the respective Stock Exchange mentioning the penalty amount against each applicant.
c. Issue allotment letters in the names of successful applicants in electronic format with digital
signatures and send those to respective Stock Exchange in electronic form. d. Send consolidated allotment data (BOID and number of securities) in electronic text format in a
CDROM to CDBL to credit the allotted shares to the respective BO accounts. Step-4 (Intermediary) 15. On the next working day, Stock Exchanges shall distribute the information and allotment letters to
the Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:
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a. remit the amount of successful (other than NRB and Foreign) applicants to the Issuers respective
Escrow account opened for subscription purpose and unblock the amount of unsuccessful applicants; b. send the penalty amount of other than NRB and Foreign applicants who are subject to penal
provisions to the Issuers respective Escrow Accounts along with a list and unblock the balance application money;
16. On the next working day of receiving the documents from the Stock Exchanges, the
Stockbrokers/Merchant Bankers shall request its banker to: a. release the amount blocked for unsuccessful (other than NRB and Foreign) applicants; b. remit the aggregate amount of successful applicants and the penalty amount of unsuccessful (other
than NRB and foreign) applicants who are subject to penal provisions to the respective Escrow account of the Issuer opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their
bankers shall unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuers Escrow account.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in
thecustomer accounts; inform the successful applicants about allotment of securities and the unsuccessfulapplicants about releasing their blocked amounts and send documents to the Exchange evidencing detailsof the remittances made to the respective Escrow accounts of the Issuer. The unblocked amounts ofunsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shallbe entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw theapplication money, up to an amount of Tk. 5.00 (five) per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuers respective
Escrowaccounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker ormerchant banker or transfer to the applicants bank account through banking channel within 10 (ten)working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the
date ofpublication of abridged version of prospectus.
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22. Amount deposited and blocked in the Public Issue Application Account shall not be withdrawn ortransferred during the blocking period. Amount deposited by the applicants shall not be used by theStockbrokers/Merchant Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up
to anamount of Tk.2,00,000.00 (taka two lac) for a public issue. 24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only
perapplication irrespective of the amount or category. The service charge shall be paid by the applicant at thetime of submitting application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and draftssent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bankdraft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against anyStockbroker/Merchant Banker in case of violation of any provision of the public issue application processwith intimation to the Commission.
PARTC
1. The issue manager shall carefully examine and compare the published prospectus and its abridged
version onthe date of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuerand the issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned,simultaneously endorsing copies thereof to the Commission and the stock exchanges concerned. In thisregard,the issue manager shall submit a compliance report to the Commission within 5 working days fromthe date ofsuch publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and thatutilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, payorder or bank drafts etc.
3. The company shall furnish status report on utilization of Public Offering proceeds audited by foreignaffiliatedauditors and authenticated by the board of directors to the Commission and the exchanges within15(Fifteen) days of the closing of each month until such fund is fully utilized, as mentioned in the schedulecontained in the prospectus, and in the event of any irregularity or inconsistency, the Commission mayemploy or engage any person, at issuers cost, to examine whether the issuer has utilized the proceeds forthe purpose disclosed in the prospectus.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following termsof reference (TOR) and confirm the same in their report/certificate:
(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
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(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commissions consent letter;
(c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation schedule as specified in the published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as mentioned/specified in the published prospectus; and
(e) The auditors should also confirm that:(i)assets have been procured/imported/constructed maintaining proper/required procedure as well as at reasonable price; and (ii) auditors report has been made on verification of all necessary documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank Statement.
5. All transactions, excluding petty cash expenses, shall be effected through the companys bank account(s).
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with theExchange(s) and used for any purpose other than those specified in the prospectus. Any deviation in this respectmust have prior approval of the shareholders in the shareholders meeting under intimation to the Commissionand the exchanges.
7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus andbefore listing of its securities with any exchange, the company shall disseminate/transmit/submit thesaidquarterly/half yearly financial statements in accordance with the Commissions NotificationSEC/CMRRCD/2008-183/admin/03-34 dated September 27, 2009 and Rules 13 of the Securities and ExchangeRules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under the ( ) after publication of the abridged version of prospectus and before listing of its securitieswith any exchange, the company shall disseminate/transmit/submit the information as price sensitive inaccordance with the Commissions Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.
PART-D 1. As per provision of the Depository Act, 1999 & regulations made there under, shares will only be
issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (Including rights/bonus) will be made in dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the BangladeshSecurities and Exchange Commission (Public Issue) Rules, 2015 and the listing regulations of the exchanges.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when
considerednecessary which shall also be binding upon the issuer company.
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SECTION -III: DECLARATION AND DUE DILIGENCE CERTIFICATES
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF IFCO GARMENTS & TEXTILES LTD. IN RESPECT OF THE PROSPECTUS
[Rule 4 (1)(d)]
This prospectus has been prepared, seen and approved by us, and we, individually and collectively,
accept full responsibility for the authenticity, accuracy and adequacy of the statements made,
information given in the prospectus, documents, financial statements, exhibits, annexes, papers
submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that
all conditions concerning this public issue and prospectus have been met and that there are no other
information or documents, the omission of which make any information or statements therein
misleading for which the Commission may take any civil, criminal or administrative actions against any or
all of us as it may deem fit. We also confirm that full and fair disclosures have been made in this prospectus to enable the investors
to make a well informed decision for investment.
Sd/- Mohammed Shahed
Chairman
Sd/- Nur Mohammed Siddique
MD & Director Sd/- Mohammed Morshed
Director
Sd/- MD Solaiman
Director Sd/- Md. Nurul Huda Director
Sd/- Mr. Mohammad Mehedi Hasan
IndependentDirector
Sd/- Mr. Abdul Mannan
IndependentDirector
Date: April 28, 2016
Prospectus: IFCO Garments & Textiles Limited
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DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER(S)
[Rule 4(1)(d)] To The Bangladesh Securities and Exchange Commission
Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 byIFCO Garments & Textiles Ltd.
Dear Sir,
We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the main objects listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05 (Five) years:
SL. NAME OF THE ISSUE ISSUE MONTH/YEAR ISSUE PRICE (TK.) DIVIDEND PAYMENT HISTORY
CASH BONUS
11 OLYMPIC ACCESSORIES LIMITED FEBRUARY/2015 10.00 5% - 2015 7% - 2015
FOR THE ISSUE MANAGER
Sd/- Mufakhkharul Islam PLACE:DHAKA Managing Director & CEO DATE: APRIL 28, 2016 CAPM Advisory Limited
Prospectus: IFCO Garments & Textiles Limited
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DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER(S) [Rule 4(1)(d)]
To The Bangladesh Securities and Exchange Commission
Sub: Public Issue of 20,000,000 Ordinary Shares of Tk. 200,000,000.00 by IFCO Garments & Textiles Ltd.
Dear Sir,
We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:
(3) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the prospectus pertaining to the said issue;
(4) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(e) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;
(f) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied with;
(g) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(h) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such registrations are valid;
(l) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;
(m) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the main objects listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;
(n) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
(o) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision;
(p) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;
(q) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our comments, if any;
(r) We also declare that we have managed the public issue of following issuers in the last 05 (Five) years:
SL. NAME OF THE ISSUE ISSUE MONTH/YEAR ISSUE PRICE (TK.) DIVIDEND PAYMENT HISTORY
CASH BONUS
1 HWA WELL TEXTILES (BD) LIMITED JANUARY/2014 10.00 15% - 2014 15% - 2015
-
FOR THE ISSUE MANAGER
Sd/- Tahid Ahmed Chowdhury, FCCA PLACE:DHAKA Managing Director & CEO DATE: APRIL 28, 2016 Citizen Securities &Investment Limited
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DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S) [Rule 4 (1)(d)]
To The Bangladesh Securities and Exchange Commission Sub: Public Offer of 20,000,000 Ordinary Shares of Tk. 10.00 each totaling to Tk.200,000,000.00 of IFCO Garments & Textiles Limited Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company. WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.100,000,000.00 (Ten Crore) and we have the capacity to underwrite a total amount of Tk.500,000,000.00 (Fifty Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 17,500,000.00 (One Crore Seventy Five Lac) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of The Company Amount Underwritten (in Tk.)
1. Leads Corporation Limited 30,250,000
2. IDLC Finance Limited 50,000,000
3. BD Thai Aluminium Limited 20,000,000
4. Baraka Patenga Power Limited 38,250,000
5. Delta Hospital Limited 13,115,075
6. The Dacca Dyeing & Manufacturing Co. Limited 40,000,000
Total 191,615,075
(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/- Mufakhkharul Islam Managing Director & CEO CAPM Advisory Limited Place: Dhaka Date: February 08, 2016
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DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S) [Rule 4 (1)(d)]
To The Bangladesh Securities and Exchange Commission
Sub: Public Offer of 20,000,000 Ordinary Shares of Tk.200,000,000.00 of IFCO Garments & Textiles Limited
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(3) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and
(4) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
(f) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.250,275,000/- (Taka twenty five crore two lac and seventy five thousand only) and we have the capacity to underwrite a total amount of Tk.1, 251,375,000 (Taka one hundred twenty five crore thirteen lac seventy five thousand) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 17,500,000.00 (One Crore Seventy Five Lac) for the upcoming issue.
(g) At present, the following underwriting obligations are pending for us:
Sl. No. Name of the Company Amount Underwritten (in Tk.)
1 Express Insurance Limited 25,000,000.00
2 Supreme Seed Company Limited 33,000,000.00
3 Ananda Shipyard & Slipways Limited 34,000,000.00
4 Hemple Rhee Mfg Co,. (BD) LIMITED 70,000,000.00
5 IDLC Finance Limited 30,000,000.00
6 STS Holdings Limited 59,500,000.00
7 BANGAS Limited 32,944,720.00
8 Bd. Thai Limited 283,350,280.00
9 ShamsulAlamin Real Estate Limited 31,034,475.00
10 Delta Hospital Limited 13,115,075.00
11 VFS Thread Dyeing Limited 17,000,000.00
12 IFCO Garments & Textiles Ltd 17,500,000.00
Total 646,444,550.00
(h) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;
(i) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(j) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/- Tahid Ahmed Chowdhury, FCCA Managing Director & CEO Citizen Securities &Investment Limited
Place: Dhaka Date: April 11, 2016
Prospectus: IFCO Garments & Textiles Limited
Page | 28
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S)
[Rule 4 (1)(d)] To
The Bangladesh Securities and Exchange Commission
Sub: Public Offer of 20,000,000 Ordinary Shares of Tk. 10.00 each totaling to Tk.200,000,000.00 of IFCO Garments & Textiles Limited
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 1,670,000,000.00 (Taka One Hundred Sixty Seven Crore only) and we have the capacity to underwrite a total amount of Tk. 8,350,000,000.00 (Taka Eight Hundred Thirty Five Crore only) as per relevant legal requirements. We have committed to underwrite for up toTk.907,898,600.00(Taka NinetyCroreSeventy Eight Lac Ninety Eight Thousand Six Hundred only) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of The Company Amount Underwritten (in BDT)
1 Energypac Power Generation Limited 7,812,500.00
2 Pacific Denims Limited 37,500,000.00
3 VFS Thread Dyeing Limited 45,500,000.00
4 Evince Textiles Limited 20,000,000.00
5 Summit Alliance Port Limited 154,586,100.00
6 IDLC Finance Limited 70,000,000.00
7 GPH Ispat Limited 525,000,000.00
8 Bangladesh Thai Aluminum Limited 30,000,000.00
9 IFCO Garments & Textiles Limited 17,500,000.00
Total 907,898,600.00
(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/- KhandakarKayesHasan, CFA Chief Executive Officer LankaBangla Investments Limited
Place: Dhaka Date: February 08, 2016
Prospectus: IFCO Garments & Textiles Limited
Page | 29
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER(S) [Rule 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Sub: Public offer of 20,000,000 Ordinary Shares of Tk. 200,000,000 of IFCO Garments & Textiles Limited
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 2,032,800,000 (Taka two billion thirty two million eight hundred thousand) and we have the capacity to underwrite a total amount of Tk. 10,068,719,220 (Taka ten billion sixty eight million seven hundred nineteen thousand two hundred and twenty) as per relevant legal requirements. We have committed to underwrite for up to Tk. 17,500,000 (Taka seventeen million five hundred thousand) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. Name of the issue Amount underwritten
1 Royal Denim Limited 5,500,000
2 M.L Dyeing Limited 100,000,000
3 Rupsha Fish & Allied Industries Limited 25,000,000
4 GQ Ball Pen Industries Limited 50,100,000
5 Bangladesh National Insurance Company Limited 61,950,000
6 Care Specialized Hospital and Research Centre Limited 75,900,000
7 IDLC Finance Limited 70,000,000
8 Bangas Limited 131,778,890
9 Summit Alliance Port Limited 103,057,395
10 Bangladesh Thai Aluminium Limited 10,000,000
11 Dhaka Regency Hotel Limited 25,000,000
12 VFS Thread Dyeing Limited 40,000,000
13 The ACME Laboratories Limited 51,120,000
Total 749,406,285
(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/- M. Mosharraf Hossain FCA, PhD Managing Director & CEO Prime Finance Capital Management Limited
Place: Dhaka Date: 09 February 2016
Prospectus: IFCO Garments & Textiles Limited
Page | 30
SECTION -IV: ABOUT THE ISSUER
(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its registered office, other offices and plants, telephone number, fax number, contact person, website address and e-mail address:
Particulars Description
Name of the issuer : IFCO Garments & Textiles Ltd.
Dates of incorporation : 16th march, 2005
Commencement of its commercial operations
: 16th march, 2005
Logo :
IFCO GARMENTS & TEXTILES LTD.
Registered Office : 63, North Jatrabari, Dhaka-1204, Bangladesh
Factory : Plot # 41, 42, 56, & 57, Road # 01, BSCIC Industrial Estate Extd.,Kalurghat, Chittagong, Bangladesh
Telephone number : +88 -02-8333052
Fax number : +88-02-9347765
Contact person : Nur Mohammed Siddique, Managing Director
Website address : www.oligroup-bd.com
E-mail address : [email protected]
(b)The names of the sponsors and directors of the issuer:
Sponsors:
Sl. No. Sponsors
1 Mr. S. M. Mortuza Hossain
2 Mrs. Kazi Rokeya Begum
3 Mr. Sayed Niaz Mahmud
4 Mr. Sayed Shakil Mahmud
5 Mr. Sayed Adil Mahmud
Directors:
Sl. No. Directors
1 Nur Mohammed Siddique, Managing Director and Director
2 Mohammed Morshed, Director
3 Mohammed Shahed, Chairman
4 MD Solaiman, Director
5 Md.Nurul Huda, Director
6 Mohammad Mehedi Hasan, Independent Director
7 Abdul Mannan, Independent Director
mailto:[email protected]
Prospectus: IFCO Garments & Textiles Limited
Page | 31
(c) The name, logo and address of the auditors along with their telephone numbers, fax numbers,
contactpersons, website and e-mail addresses:
Particulars Description
Name : AHMAD & AKHTAR
Logo : Address : BCIC Bhaban (3rd Floor), 30-31, Dilkusha C/A, Dhaka-1000
Telephone number : +8802 9561289
Fax numbers : +8802 9564366
Contact person : Md. Naser
Website address : www.aacabd.org
E-mail address : [email protected]
(d) The name(s) of the stock exchanges where the specified securitiesare proposed to be listed.
Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000
Chittagong Stock Exchange Limited (CSE)
CSE Building, 1080 Sk. Mujib Road, Agrabad C/A, Chittagong
http://www.aacabd.org/mailto:[email protected]
Prospectus: IFCO Garments & Textiles Limited
Page | 32
SECTION -V: CORPORATE DIRECTORY OF THE ISSUER
Name of the issuer : IFCO Garments & Textiles Ltd.
Dates of incorporation : 16th march, 2005
Commencement of its commercial operations
: 16th march, 2005
Date of Share price split : 15thJanuary, 2014
Date of conversion from Private to Public limited company
: 22nd December, 2013
Date of Ownership change : May 10, 2009 & February 22, 2010
Contact Address :
Phone: +88 -02-8333052 Fax: +88-00-9347765 Email:[email protected] Website: www.oligroup-bd.com
Logo :
IFCO GARMENTS & TEXTILES LTD.
Authorized Capital : BDT 1,620,000,000
Issued, Subscribed and Paid up capital : BDT 495,995,700
Registered Office : 63, North Jatrabari, Dhaka-1204, Bangladesh
Factory : Plot # 41, 42, 56, & 57, Road # 01, BSCIC Industrial
Estate Extd.,Kalurghat, Chittagong, Bangladesh
Auditor :
AHMAD & AKHTAR Chartered Accountants BCIC Bhaban (3rd Floor), 30-31, Dilkusha C/A, Dhaka-1000
Lead Banker for IPO : BRAC Bank Limited
Compliance Officer : Mr. Sudip Banik, Company Secretary
*All investors are hereby informed that Sudip Banik, Company Secretary, would be designated as Compliance Officer who will monitor the compliance of the acts, rules, regulations, notification, guidelines, conditions, orders/directions etc. 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.
mailto:[email protected]
Prospectus: IFCO Garments & Textiles Limited
Page | 33
SECTION -VI: DESCRIPTION OF THE ISSUER
(a) Summary:
(i) The summary of the industry and business environment of the issuer:
The textile industry has played an important role in Bangladeshs economy for a long time. Currently, the textile industry in Bangladesh accounts for 45 percent of all industrial employment and contributes 5 percent to the total national income. The industry employs nearly 4 million people, mostly women.
A huge 81.71% of the countrys export earnings come from textiles and apparel, according to the latest figures available. Bangladesh exports its apparel products worth nearly $25.5billion in the financial year 2014-2015 to the United States, European Union (EU), Canada and other countries of the world. It is the sixth largest apparel supplier to the United States and EU countries. Moreover Bangladesh's apparel exports could triple by 2020 as the European and the US buyers plan to strengthen their presence in the country and new players are planning to enter the market seen as the 'Next China', according to a study.
A survey shows that chief purchasing officers (CPOs) of leading apparel buyers in Europe and the US almost unanimously favor moving some of their sourcing away from China. In the survey, 54 percent of CPOs shared their plans to decrease their sourcing activities in China by up to 10 percent and 32 percent stated that they sought to decrease their share of sourcing in China by more than 10 percent over the next five years. As Western RMG buyers search for the next China, they are evaluating all options to strengthen their proximity sourcing, moving on to Northwest China, Southeast Asia, and other Far East supplier countries. Bangladesh is clearly the preferred next stop for the sourcing caravan.
In the last 15 years, Bangladeshs share of apparel imports to Europe and the US more than doubled, securing Bangladeshs No. 3 position among importers to the European Union 15 (EU-15) and the No. 4 position among US importers. Within just the last three years, 39 percent of the companies represented in the CPO interviews have increased their share of sourcing in Bangladesh by more than 30 percent, 13 percent of the companies by 20 to 30 percent, and 30 percent of the companies by 10 to 20 percent.
Bangladeshs growth has been recognized. Goldman Sachs included Bangladesh in the Next 11 emerging countries to watch following BRIC (Brazil, Russia, India, and China) and JP Morgan lists Bangladesh among its Frontier Five emerging economies in which it is worth investing.
0 20 40 60 80 100
Bangladesh
Vietnam
Indonesia
Cambodia
% of Respondents
% of Respondents
Prospectus: IFCO Garments & Textiles Limited
Page | 34
(ii) Summary of consolidated financial, operating and other information.
Sl. Particulars June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012 June 30, 2011
1 Turnover 1,233,721,942 1,201,755,575 1,512,600,470 1,075,864,278 846,529,754
2 Gross Profit 236,491,107 243,421,139 398,851,091 282,483,053 204,166,083
3 Net profit before tax 157,155,485 162,620,917 317,310,546 195,830,917 123,292,603
4 Net Profit after tax 153,428,160 152,101,819 302,772,255 195,830,917 123,292,603
5 Total Assets 1,923,476,534 1,871,841,827 2,289,452,721 1,789,567,632 1,601,360,679
6 Share Capital 495,995,700 495,995,700 99,800,000 5,000,000 5,000,000
7 Retained Earnings 918,136,821 764,708,661 612,606,842 309,834,587 114,003,670
8 No. of Shares 49,599,570 49,599,570 998,000 50,000 50,000
9 Face Value 10.00 10.00 100.00 100.00 100.00
10 NAV Per Share 28.51 25.42 167.27 2,733.17 2,341.51
11 Earnings per Share (EPS) 3.09 4.82 176.50 391.66 246.59
(b) General Information:
(i) Name and address, telephone and fax numbers of the registered office, corporate head office,
other offices,factory, business premises and outlets of the issuer:
IFCO Garments & Textiles Ltd.
Registered office & Corporate office:
Address 63, North Jatrabari, Dhaka-1204
Telephone numbers +88 -02-8333052
Fax numbers +88-02-9347765
Factory:
Address Plot # 41, 42, 56, & 57, Road # 01, BSCIC Industrial Estate Extd., Kalurghat, Chittagong
Telephone numbers +88031 2572891-2
Fax numbers +88031 670517
(ii) The board of directors of the issuer:
Sl. No. Board of Directors Designation
1 Mohammed Shahed Chairman
2 Nur Mohammed Siddique MD & Director
3 Mohammed Morshed Director
4 MD Solaiman Director
5 Md.Nurul Huda Director
6 Mohammad Mehedi Hasan Independent Director
7 Abdul Mannan Independent Director
Prospectus: IFCO Garments & Textiles Limited
Page | 35
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director, whole time directors, etc. of the issuer:
Sl. Name Position Address Telephone, fax & E-mail address
1 Mohammed Shahed Chairman 592/B, Mehidibag Road,
Chittagong
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail:[email protected]
2 Nur Mohammed Siddique
MD & Director
592/B, Mehidibag Road, Kotwali Chittagong
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail: [email protected] 3 Mohammed
Morshed Director
592/B, Mehidibag Road, Kotwali Chittagong
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail: [email protected]
4 MD Solaiman Director 592/B, Mehidibag Road,
Chittagong
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail:[email protected]
5 Md.Nurul Huda Director Village-Bahadurpur, CharBahadurpur,
P.O.-Sujabad, Muladi, Barisal-8250
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail:[email protected]
6 Mohammad Mehedi Hasan
Independent Director
H-167, Tinshed Koloni, Section-13, Kafrul, Mirpur-
1216
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail:[email protected] 7 Abdul Mannan Independent
Director Village-Pachkathi, P.O.-Haturia-8050,
Goshairhat, Shariatpur
Phone: +88 -02-8333052 Fax: +88-02-9347765
E-mail: [email protected]
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary, legal advisor, auditors and compliance officer:
IFCO Garments & Textiles Limited does not have any legal advisor, but the relevant information of
CFO, company secretary, auditors and compliance officer are given below:
Sl. Name Position Address Telephone, fax & E-mail address
1 Gopal Chandra Basak
CFO 63, North Jatrabari,
Dhaka-1204, Bangladesh
Phone: +88 -02-8333052 Fax: +88-00-9347765
E-mail:[email protected]
2 Sudip Banik Company Secretary
& Compliance Officer
63, North Jatrabari, Dhaka-1204, Bangladesh
Phone: +88 -02-8333052 Fax: +88-00-9347765
E-mail: [email protected]
3 AHMAD & AKHTAR Auditors
BCIC Bhaban (3rd Floor), 30-31, Dilkusha C/A, Dhaka-1000
Tel: +880 2 9561289, Fax: +880 2 9564366,
E-mail: [email protected]
Prospectus: IFCO Garments & Textiles Limited
Page | 36
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue manager(s):
Name Address Telephone &
Fax Contact Person
E-mail &Website Address
CAPM Advisory Limited
Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue,
Banani C//A, Dhaka-1213
Tel:+88-02-9822391,
Fax: +88-02-9822393
Mufakhkharul Islam
MD & CEO
E-mail:[email protected] Website:www.capmadvisorybd.com
Citizen Securities & Investment Limited
Al-Razi Complex (8th Floor), Suite #
G-802, 166-167,Shaheed Syed
Nazrul Islam Sarani, Purana
Paltan, Dhaka 1000
Tel:+88-02-9514542, 9515439,
Fax: +88-02-9570546
Tahid Ahmed Chowdhury,
FCCA MD & CEO
E-mail:[email protected] Website:www.citizensecurities.com
(vi) The following details of credit rating, where applicable:
Since the issue is at par value, therefore Credit Rating Report is not a required in accordance with ruleno. 3 of The Credit Rating Companies Rules 1996.
(vii)TheFollowing details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of theunderwriters and the amount underwritten by them;
Names & Address Contact Person Telephone & Fax Number and E-mail
address Amount
Underwritten
CAPM Advisory Limited Tower Hamlet (9th Floor), 16, Kemal Ataturk Avenue, Banani C//A, Dhaka-1213
Mufakhkharul Islam
Managing Director & CEO
Phone: +88-02-9822391 Fax: +88-02-9822393 Email:[email protected] Website: www.capmadvisorybd.com
17,500,000.00
Citizen Securities & Investment Ltd. Al-Razi Complex (8th Floor), Suite G-802, 166-167, Shaheed Syed Nazrul Islam Sarani, Purana Paltan, Dhaka-1000
Tahid Ahmed Chowdhury, FCCA
Managing Director & CEO
Phone:+880-2 9514542, 9515439 Fax: +880-2-9570546 Email:[email protected] Website: www.citizensecurities.com
17,500,00