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SEYLAN BANK PLC
PROSPECTUS
AN ISSUE OF THIRTY MILLION (30,000,000)
RATED, SENIOR, UNSECURED, REDEEMABLE DEBENTURES
AT AN ISSUE PRICE OF LKR 100/- EACH
WITH AN OPTION TO ISSUE A FURTHER THIRTY MILLION
(30,000,000) DEBENTURES IN THE EVENT OF AN OVERSUBSCRIPTION
OF THE INITIAL 30,000,000 DEBENTURES TOTALING UP TO A MAXIMUM OF SIXTY
MILLION (60,000,000) DEBENTURES
TO BE LISTED ON THE COLOMBO STOCK EXCHANGE
Rated ‘A-(lka)’by Fitch Ratings (Lanka) Ltd
ISSUE OPENS ON
17th December 2014
MANAGERS TO THE ISSUE:
Taprobane Wealth Plus (Pvt) Ltd
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This Prospectus is dated 08th
December 2014
The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair
disclosure of information in this Prospectus. However, the CSE assumes no responsibility for
accuracy of the statements made, opinions expressed or reports included in this Prospectus.
The interest rate, redemption and other terms and conditions of the Rated, Senior Unsecured
Redeemable Debentures (hereinafter referred to as “Debentures”) issued herein have been
decided by the Company (Issuer).
The delivery of this Prospectus shall not under any circumstance constitute a representation
or create any implication or suggestion that there has been no material change in the affairs
of Seylan subsequent to the date of the Prospectus.
If you are in any doubt regarding the contents of this document or if you require any
clarification or advice you may consult your Stockbroker, Bank Manager, Lawyer, Managers
to Issue or any other professional advisor in this regard.
All Applicants should indicate in the Application for Debentures, their Central Depository
Systems (Pvt) Ltd (CDS) Account Number.
Applicants are advised to ensure that the name, address and National Identity Card (NIC)
number/Passport number mentioned in the Application Form tally with the details given in
the CDS Account.
As per Rule 3.3.13 of the CSE Listing Rules, all Debentures allotted will be directly
uploaded to the given CDS Account. To facilitate compliance with this requirement, all
Applicants are requested to indicate their valid CDS account number in the Application
Form.
APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH
IS NOT OPENED AT THE TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST
OR WHICH INDICATE AN INCORRECT/INACCURATE CDS ACCOUNT NUMBER
WILL BE REJECTED AND NO ALLOTMENT WILL BE MADE.
PLEASE NOTE THAT DEBENTURE CERTIFICATES WILL NOT BE ISSUED.
Applicants who do not have a CDS Account are advised to open a CDS account prior to
making the Application, in order to facilitate the uploading of allotted Debentures to the
CDS.
You can open a CDS Account through any Member / Trading Member of the CSE as set out
in Annexure II or any Custodian Banks set out in Annexure III of this Prospectus.
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RESPONSIBILITY FOR THE CONTENT OF THE PROSPECTUS
This Prospectus has been prepared by Taprobane Wealth Plus (Pvt) Ltd from the information
provided by Seylan Bank PLC (hereinafter sometimes referred to as ‘Seylan’ or ‘Seylan
Bank’). The Directors of the Company, collectively and individually, having made all
reasonable enquiries, confirm that to the best of their knowledge and belief, the information
contained herein is true and correct in all material respect and that there are no other material
facts, the omission of which, would make any statement herein misleading.
No person is authorised to give any information or make any representation in connection with
the Debentures other than the information and representations contained in this Prospectus and
if given or made, any such information or representation must not be relied upon as having
been authorised by the Company.
While Seylan Bank has taken reasonable care to ensure full and fair disclosure, it does not
assume any responsibility for any investment decisions made by the investors based on
information contained herein. In making such investment decisions, prospective investors
must rely on their knowledge, examination and assessments on Seylan and the terms of the
Debentures issued (knowledge, perception together with their own examination and
assessment on Seylan and the terms and conditions of the Debentures issued) including risks
associated.
The reporting Accountants and Auditors of Seylan, the Managers to the Issue, Registrars to the
Issue, Trustees to the Issue, Lawyers to the Issue, Bankers to the Issue have given their written
consent for the inclusion of their names and their reports/statements in the Prospectus and have
not withdrawn their consent prior to the delivery of this Prospectus to the Registrar General of
Companies in Sri Lanka.
Registration of the Prospectus
A copy of this Prospectus has been registered with the Registrar General of Companies in Sri
Lanka in accordance with the Companies Act No. 07 of 2007 (The “Companies Act”).
Registration of the Prospectus in Jurisdictions Outside of Sri Lanka
This Prospectus has not been registered with any authority outside of Sri Lanka. Non-resident
investors may be affected by the laws of the jurisdiction of their residence. Such investors are
responsible to comply with the laws relevant to the country of residence and the laws of Sri
Lanka, when making the investment.
Investment Considerations
It is important that this Prospectus is read carefully prior to making an investment decision.
For information concerning certain risk factors, which should be considered by prospective
investors, see Risks Related to the Debentures of Seylan in Section 1.13 of this Prospectus.
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CORPORATE INFORMATION
The Entity
Seylan Bank PLC
Legal Form
Seylan Bank PLC was incorporated in Sri Lanka on 28th
August 1987 under the provision of the Companies Act
No. 17 of 1982 and re-registered under the Companies
Act No.7 of 2007 on 30th
May 2007. Seylan Bank
commenced its business operation as a licensed
commercial bank regulated under the Banking Act No.
30 of 1988 (as amended) on the 24th
March 1988 and in
1989 the Bank was listed on the Main Board of the
Colombo Stock Exchange.
Date of Incorporation
28th
August 1987
Registered / Business Office
Seylan Towers,
No. 90, Galle Road,
Colombo 03
Tel : +94 11 2456000
Fax : +94 11 2456456
Email : [email protected]
Website: http://www.eseylan.com
Swift : SEYBLKLX
Company Registration No.
PQ 9
Entity Credit Rating
A-(lka) (Stable outlook) by Fitch Ratings Lanka
Limited
Board of Directors
Mr. Nihal M. Jayamannne, PC – Chairman
Mr. Ishara C Nanayakkara – Deputy Chairman
Rear Admiral B.Ananda J.G. Peiris
Mr. Samantha P.S. Ranathunga
Mr. W.D. Kapila Jayawardena
Mr. P.L.S. Kumar Perera
Ms. M. Coralie Pietersz
Mr. H. Isuru Balapatabendi
Mr. H. K. Upali Dharamadasa
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Company Secretary
Mrs. N. N. Najumudeen
Seyaln Towers, No. 90 Galle Road
Colombo 03
Tel: +94 11 2456397
Fax: +94 11 2452584
Auditors
M/s KPMG
Chartered Accountants
32, Sir Mohamed Macan Markar Mawatha
Colombo 3
Tel : +94 11 5426426
Fax : +94 11 2445872
Rating Agency
Fitch Ratings Lanka Ltd
15-04, East Tower
World Trade Centre
Colombo 01
Tel: +94 11 2541900
Fax: +94 11 2541903
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RELEVANT PARTIES TO THE OFFERING
Managers to the Issue
Taprobane Wealth Plus (Pvt) Ltd
2nd Floor, No. 10, Gothmi Road, Colombo 08
Tel : +94 11 5328195
Fax : +94 11 5328277
Registrars to the Issue
SSP Corporate Services (Pvt) Ltd
No. 101, Inner Flower Road, Colombo 03
Tel : +94 11 2573894
Fax : +94 11 2573609
Lawyers to the Issue
Legal Division of Seylan Bank PLC
Seylan Towers, No. 90, Galle Road, Colombo 03
Tel : +94 11 2456481, 2456458
Fax : +94 11 2452572
Bankers to the Issue
Seylan Bank PLC – Millennium Branch
Seylan Towers, No. 90, Galle Road, Colombo 03
Tel : +94 11 2008888
Fax : +94 11 2456456
Trustees to the Issue
Bank of Ceylon
Investment Banking Division, Head Office
BOC Square, No. 1 Bank of Ceylon Mawatha
Colombo 01
Tel : +94 11 2448348
Fax : +94 11 2346842
Auditors / Reporting
Accountants
to the Issue
M/s KPMG
Chartered Accountants,
No.32, Sir Mohamed Macan Markar, Mawatha,
Colombo 03
Tel : +94 11 5426426
Fax : +94 11 2445872
Credit Rating Agency
to the Issue
Fitch Ratings Lanka Ltd
15-04, East Tower, World Trade Centre, Colombo 01
Tel: +94 11 2541900
Fax: +94 11 2541903
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ABBREVIATIONS USED IN THE PROSPECTUS
AER - Annual Effective Rate
AWPLR - Average Weighted Prime Lending Rate
Bn or BN - Billion
CBSL - Central Bank of Sri Lanka
CDS - Central Depository Systems (Private) Limited
CSE - Colombo Stock Exchange
FYE - Financial Year Ended
Issuer - Issuer of Debentures/ Seylan Bank PLC
LKR, SLR, or Rs. - Sri Lankan Rupees
MN or Mn - Million
NIC - National Identity Card
POA - Power of Attorney
QE - Quarter Ended
RTGS - Real Time Gross Settlement
SEC - Securities & Exchange Commission of Sri Lanka
SIA - Securities Investment Account
SLIPS - Sri Lanka Interbank Payment Systems
WHT - Withholding Tax
YoY - Year on Year
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GLOSSARY OF TERMS RELATED TO THE ISSUE
The Bank / The Company /
The Entity / The Issuer /
Seylan / Seylan Bank
Seylan Bank PLC
Applicant/s
Any investor who submits an Application Form under
this Prospectus
Application Form /
Application
The application form that constitutes part of this
Prospectus through which an Applicant may apply for
the Debentures in Issue
Board / Board of Directors /
Directors
Board of Directors of Seylan Bank PLC
Closing Date/ Closure Date
The date on which the issue will be closed, in
accordance with the Section 1.2 of this Prospectus.
Date of Allotment
In the event of over subscription, the basis of allotment
will be decided by the Board of Directors of the
Company within Seven (07) Market days from the
Closing date
Date of Redemption/
Maturity
The Repayment of Principal at maturity together with
any interest accruing upto that time as per Section 1.6
Redemption prior to
maturity date
The repayment of Principal prior to the Date of
Redemption/Maturity which shall be subject to prior
approval of the Debenture holders of 3/4th
of face value
of the Debentures outstanding at a price mutually
agreed between the Issuer and the Debenture holder as
per clause 10.2 of the Trust Deed.
Debentures
The Rated, Senior, Listed Unsecured, Redeemable,
Debentures to be issued pursuant to this Prospectus
Entitlement Date
Market Day immediately preceding the respective
Interest Payment Date or Date of Redemption on
which a Debenture Holder would need to be recorded
as being a Debenture holder on the list of Debenture
holders provided by the CDS to the Issuer in order to
qualify for the payment of interest or redemption
proceeds.
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Fitch
Fitch Ratings Lanka Limited
Par Value / Issue Price
LKR 100/- per each Debenture
Interest Payment Period
The period between two interest payment dates, which
is inclusive of the interest payment date and the date
immediately preceding the next interest payment date
(inclusive of the aforementioned commencement date
and end date); shall also include the period
commencing from the date of allotment and ending on
the day prior to the first interest payment date
(inclusive of the said commencement date and end
date) as well as the commencement date of the last of
such interest payment period and ending on the date
preceding the date of redemption
Issue
The offer of Debentures pursuant to this Prospectus
Market Day
A day on which trading takes place on the Colombo
Stock Exchange
Prospectus
This Prospectus dated 08th
December 2014 issued by
Seylan
Senior
In relation to the Debentures means that the claims of
all the Debenture holders shall in the event of winding
up of the Bank rank equal and pari passu with all other
unsecured creditors of the Bank, and in priority to the
subordinated creditors of the bank and in priority to
and over the claims and rights of the Shareholder/s of
the Bank.
Trust Deed
Trust Deed dated 01st December 2014 between Seylan
Bank and the Trustee Bank of Ceylon
Unsecured
The Debentures will not be secured by any specific
assets of the Bank
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OFFER AT A GLANCE
Issuer Seylan Bank PLC
Instrument Rated, Senior, Unsecured, Redeemable Debentures
Listing The Debentures will be listed on the Colombo Stock
Exchange
Number of Debentures to be
Issued
An initial Issue of Thirty Million (30,000,000) Debentures
with an option to issue a further Thirty Million
(30,000,000) of the said Debentures, at the discretion of
the Bank, in the event of an oversubscription of the initial
Issue.
Amount to be Raised Rupees Three Billion (LKR 3,000,000,000/-) with an
option to issue a further Rupees Three Billion (LKR
3,000,000,000/-) in the event of an oversubscription
Issue Price LKR 100/- per each Debenture
Issuer Rating ‘ A-’ by Fitch Ratings Lanka Ltd
Instrument Rating ‘ A-’ by Fitch Ratings Lanka Ltd
Opening Date 17th
December 2014. However Applications may be
submitted forthwith.
Closing Date 07th
January 2015 or such earlier date on which the initial
30,000,000 Debentures or the entire 60,000,000
Debentures or part thereof as may be decided by the Bank
are fully subscribed in terms of the Prospectus.
Interest Rate Options Semi Annual & Annual fixed interest rate options are
being considered as shown below;
Tenor Semi-Annual Annual
4 Year Type A
8.00% p.a (AER-8.16%) -
5 Year Type B
8.35% p.a (AER - 8.52%)
Type C
8.60% p.a (AER – 8.60%)
6 Year Type D
8.60% p.a (AER -8.78%)
Type E
8.75% p.a (AER - 8.75%)
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Minimum Subscription The minimum subscription per application is LKR 10,000/-
(i.e. One Hundred (100) Debentures). Applications
exceeding the minimum subscription should be in
multiples of LKR 10,000/- (i .e. in multiples of One
Hundred (100) Debentures)
Interest Payment Dates Type A, Type B and Type D
Interest payable Six (6) months from the date of allotment
and thereafter every six (6) months until the Date of
Redemption;
Type C and Type E
Interest payable One (1) year from the date of allotment
and thereafter annually until the Date of Redemption;
Final Interest payment Date The Final Interest payment will be paid together with the
Principal Sum within three (03) Market Days from the date
of redemption/maturity
Redemption/Maturity Date The Debentures are redeemable at the maturity on the
expiry of four (4) years, five (5) years and six (6) years
respectively from the Date of Allotment as per Section 1.6
of the Prospectus and in accordance with the provisions
contained in the Trust Deed.
Methods of Payment of
Principal and Interest
Crossed cheques Marked “Account Payee Only” or through
an electronic fund transfer mechanism recognized by the
banking system of Sri Lanka such as SLIPS and RTGS
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TABLE OF CONTENTS……………………
1.0 INFORMTION CONCERNING THE ISSUE .......................................................... 14
1.1 Invitation to Subscribe .............................................................................................. 14
1.2 Subscription List ........................................................................................................ 14
1.3 Objectives of The Issue .............................................................................................. 15
1.4 Tenor of the Debentures and Interest Rate Options ................................................... 15
1.5 Payment of Principal and Interest .............................................................................. 16
1.6 Redemption ................................................................................................................ 17
1.7 Credit Rating .............................................................................................................. 17
1.8 Listing......................................................................................................................... 17
1.9 Trustees to the Offering.............................................................................................. 18
1.10 Transfer of Debentures ............................................................................................... 18
1.11 Benefits of Investing in Debentures ........................................................................... 19
1.12 Rights snd Obligations of the Debenture Holders ...................................................... 19
1.13 Risk Factors Associated With Debentures ................................................................. 20
1.14 Inspection of Documents ............................................................................................ 21
1.15 Cost of the Issue ......................................................................................................... 22
1.16 Brokerage ................................................................................................................... 22
1.17 Underwriting .............................................................................................................. 22
2.0 PROCEDURE FOR APPLICATION ........................................................................ 23
2.1 Eligible Applicants ..................................................................................................... 23
2.2 Application Methodology .......................................................................................... 24
2.2.1 How to Apply .......................................................................................................... 24
2.2.2 Identification Information ....................................................................................... 25
2.2.3 Margin Trading ....................................................................................................... 25
2.2.4 Joint Applications ................................................................................................... 26
2.2.5 Applications Made Under Power of Attorney ........................................................ 26
2.2.6 Submission of Applications .................................................................................... 26
2.2.7 Non-Resident applicants ......................................................................................... 27
2.2.8 Restrictions Applicable to Foreign Citizens Resident in Sri Lanka ....................... 27
2.3 Mode of Payment ....................................................................................................... 28
2.3.1 Cheques or Bank Drafts .......................................................................................... 28
2.3.2 Bank Guarantees ..................................................................................................... 29
2.3.3 RTGS Transfers ...................................................................................................... 29
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2.3.4 Remittance by foreign and non-resident investors.................................................. 30
2.4 Rejection of Applications ........................................................................................... 30
2.5 Banking of Payments ................................................................................................. 31
2.6 Allotment of Debentures ............................................................................................. 31
2.7 Acceptance and Refunds ............................................................................................ 32
2.7.1 Refunds via Slips .................................................................................................... 32
2.7.2 Refunds via Crossed Cheques ................................................................................. 33
2.8 Direct Lodgement with the CDS and Trading of Debentures .................................... 33
3.0 PROFILE OF THE ENTITY ..................................................................................... 34
3.1 Overview of the Bank ................................................................................................ 34
3.2 Group Structure .......................................................................................................... 34
3.3 Stated Capital ............................................................................................................. 35
3.4 Board of Directors ...................................................................................................... 35
3.5 General Manager/Chief Executive Officer ................................................................ 39
3.6 Top Ten Shareholders as of 31st October 2014 .......................................................... 40
4.0 STATUTORY DECLARATION ................................................................................ 41
4.1 Statutory Declaration by the Directors ....................................................................... 41
4.2 Statutory Declaration by the Manager to the Issue .................................................... 42
5.0 FINANCIAL INFORMATION .................................................................................. 43
5.1 Particulars of Other Debt Securities of the Company as at 31st October 2014 .......... 43
5.2 Litigation, Disputes and Contingent Liabilities ......................................................... 43
5.3 Accountants Report .................................................................................................... 45
5.4 Five Year Summary ................................................................................................... 50
ANNEXURES .......................................................................................................................... 56
Annexure I – Rating Report ................................................................................................... 57
Annexure II – Collection Points ............................................................................................ 59
Annexure III – Custodian Banks ........................................................................................... 68
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1.0 INFORMTION CONCERNING THE ISSUE
1.1 INVITATION TO SUBSCRIBE
Pursuant to the Resolution passed by the Board of Directors of Seylan Bank PLC (hereinafter
referred to as “the Bank” or “ the Company” or “Seylan” or “Seylan Bank” or “the Issuer”) on
23rd
October 2014, it was resolved to borrow from the public, Rupees Three Billion (LKR
3,000,000,000/-) with an option to raise further Rupees Three Billion (LKR 3,000,000,000/-)
up to a maximum of Sri Lanka Rupees Six Billion (LKR 6,000,000,000/-) at the discretion of
the Issuer in the event of an oversubscription of the initial issue by way of issuing Rated
Senior, Unsecured, Redeemable, Debentures at a par value of LKR 100/- each payable in full
as outlined in this Prospectus. These Debentures will be listed on the Colombo Stock
Exchange by way of a public offering.
This Prospectus invites the public to make applications for the purchase of any or all of the
Debentures described below.
These Debentures shall rank equal and pari passu to each other and differ only with respect to
the tenor, interest rate offered, and the frequency of interest payment. Five (05) different
Fixed rate options are offered to the investors to choose from. (Refer Section 1.4 of the
Prospectus)
Type Tenor Coupon Payment Interest
Type A 4 years Semi – Annual 8.00% p.a. (AER – 8.16%)
Type B 5 years Semi – Annual 8.35% p.a. (AER – 8.52%)
Type C 5 years Annual 8.60% p.a. (AER – 8.60%)
Type D 6 years Semi – Annual 8.60% p.a. (AER – 8.78%)
Type E 6 years Annual 8.75% p.a. (AER – 8.75%)
The minimum subscription would be Rupees Ten Thousand (LKR 10,000/-) and thereafter in
multiples of Rupees Ten Thousand (LKR 10,000/-). Public could subscribe for any amount,
subject to the minimum subscription and the maximum issue value.
1.2 SUBSCRIPTION LIST
The Subscription List for the Rated, Senior, Unsecured, Redeemable Debentures pursuant to
this Prospectus will open at 9.00 a.m. on 17th
December 2014 and shall remain open for
fourteen (14) market days from and including the date of opening until closure at 4.30 p.m. on
07th
January 2015.
However, in the event of an over subscription of the 30,000,000 Debentures, the subscription
list will close at 4.30 p.m. on the same day on which it is fully subscribed, with the
notification of CSE, unless otherwise decided by the Bank to keep the subscription list open
until subscription of a further 30,000,000 Debentures or part thereof as may be decided by the
Bank. In such event, the subscription list will close at 4.30 p.m. on the day on which the said
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additional 30,000,000 Debentures or part thereof as may be decided by the Bank have been
subscribed, with the notification of the CSE or on 07th
January 2015 whichever is earlier.
Applications can be made forthwith in the manner set out in Section 2.0 and duly completed
Application Forms will be accepted at any one of the collection points set out in Annexure II
of this Prospectus.
1.3 OBJECTIVES OF THE ISSUE
To mobilize medium to long term funding for enhanced asset-liability and interest rate
risk management
To further strengthen the funding mix of the bank
To provide the investors with an opportunity to diversify their investment portfolios by
investing in senior, A-(lka) rated debentures
To provide the general public an opportunity to earn regular income over a four to six
year period
To provide the investors with an opportunity to invest in tradable securities of the
listed debt market in Sri Lanka, which offers not only the exit option, but propensity to
earn capital gains
1.4 TENOR OF THE DEBENTURES AND INTEREST RATE OPTIONS
4 Year Debentures
Type A: The Debentures will carry a Fixed Coupon Rate of 8.00% p.a. payable semi-
annually, from the date of allotment until the expiry of 4 years from the date of
allotment on the principal sum of the Debentures. (AER – 8.16%)
5 Year Debentures
Type B: The Debentures will carry a Fixed Coupon Rate of 8.35% p.a. payable semi-
annually, from the date of allotment until the expiry of 5 years from the date of
allotment on the principal sum of the Debentures. (AER – 8.52%)
Type C: The Debentures will carry a Fixed Coupon Rate of 8.60% p.a. payable annually,
from the date of allotment until the expiry of 5 years from the date of allotment on
the principal sum of the Debentures. (AER – 8.60%)
6 Year Debentures
Type D: The Debentures will carry a Fixed Coupon Rate of 8.60% p.a. payable semi-
annually, from the date of allotment until the expiry of 6 years from the date of
allotment on the principal sum of the Debentures. (AER – 8.78%)
Type E: The Debentures will carry a Fixed Coupon Rate of 8.75% p.a. payable annually,
from the date of allotment until the expiry of 6 years from the date of allotment on
the principal sum of the Debentures. (AER – 8.75%)
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The Interest calculation is based upon the actual number of days in each interest period
(Actual / Actual)
The interest payments in respect of the above five options will be as follows:
Types A, B & D above
Interest will be payable semi-annually within three (3) market days from the end of every six
(06) months , where the First interest payment in respect of the Debentures shall fall due on
the date of expiry of six (6) months from the Date of Allotment. (Inclusive of the
aforementioned commencement date and end date). The interest for the Final Interest Period
will be calculated based on the actual number of days in the Final Interest Period. The Final
Interest payment will be paid together with the Principal Sum within three (03) Market Days
from the date of redemption/maturity.
Types C & E above
Interest will be payable annually within three (3) market days from the end of every twelve
(12) months, where the First interest payment in respect of the Debentures shall fall due on
the date of expiry of twelve (12) months from the Date of Allotment. (Inclusive of the
aforementioned commencement date and end date). The interest for the Final Interest Period
will be calculated based on the actual number of days in the Final Interest Period. The Final
Interest payment will be paid together with the Principal Sum within three (03) Market Days
from the date of redemption/maturity.
1.5 PAYMENT OF PRINCIPAL AND INTEREST
Payment of principal and interest will be made in Sri Lankan Rupees after deducting any
taxes and charges thereon (if any) to the debenture holders registered as at the date of
entitlement (in case of joint debenture holders, the payment will be made to the one whose
name stands first in the Register of Debenture holders) to the address registered with the CDS
through ordinary post to the debenture holder, by crossed cheques marked “Account Payee
Only”. Interest payable will be made only by cheques not later than three (3) market days
from the end of each period.
At maturity/On the date of redemption, the payment of principal along with the final
interest payment due will be made by separate cheques marked “Account Payee Only” not
later than three (3) market days from the date of redemption/maturity. However, where
accurate information of bank account details are provided by the Debenture holders on the
CDS, cheques will be forwarded to the respective bank accounts.
If prior arrangements are made by the Debenture holders, electronic fund transfer
mechanisms recognized by the banking system of Sri Lanka (arranged only at the expense of
the investor) such as SLIPS and RTGS, will be used for payment of principal and interest.
RTGS transfers however, shall be accommodated only for amounts over and above the
maximum value that can be accommodated via cheque payments.
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In order to accommodate the Debenture interest cycles in the Automated Trading System of
the CSE, the payment of interest for a particular interest payment date will not include
Debenture holders holding Debentures in the CDS as at the last day of the payment cycle but
one day prior to the interest payment date (entitlement date). If the entitlement date is a
holiday, interest will be calculated including the entitlement date. Payment of the interest on
the Debentures will be made after deducting any taxes and charges thereon (if any) in Sri
Lanka Rupees as per the applicable law prevailing at the time of interest payment to the
Debenture Holders.
1.6 REDEMPTION
The Debentures are redeemable at the maturity on the expiry of four (4) years, five (5) years
and six (6) years respectively from the Date of Allotment in accordance with the provisions
contained in the Trust Deed.
Notwithstanding the foregoing, these Debentures may be redeemed by the Bank prior to
maturity in accordance with Clause 10.2 of the Trust Deed which provides for the Bank to
prepay the Debentures before the date of redemption of the Principal sum subject to the prior
approval of the Debenture holders of 3/4th
of face value of the Debentures outstanding at a
price mutually agreed between the Bank and the Debenture holder.
The Debenture holders shall not have any right or option to call for redemption of the
Debentures before the date of maturity of such debentures, except in the circumstances where
the Debentures have become immediately payable at the option of the Trustee on the
occurrence of any of the events described under Clause 10.1 (a) to (i) of the Trust Deed.
On the date of maturity/ redemption of the Debentures, the Bank shall in accordance with the
provisions contained in the Trust Deed pay to the Debenture holders the principal sum of the
Debentures which ought to be redeemed and final interest due up to the date immediately
preceding the date of redemption/maturity of the Debentures.
If the date of maturity/ redemption falls on a non-working day on which banks are closed for
business in Sri Lanka and CSE holidays, then the Debentures shall be redeemed on the
succeeding market day of maturity / redemption together with all the accrued interest until the
last date of the final interest payment period.
1.7 CREDIT RATING
Fitch Ratings Lanka Limited (Fitch) has assigned ‘A-(lka)’ rating to the Bank’s Rated,
Senior, Unsecured, Redeemable, Debentures. The Report on the said rating issued by Fitch is
set out in Annexure I of the Prospectus.
1.8 LISTING
An application was made to the CSE for permission to deal in and obtain a quotation on the
CSE and has been approved in principle for these Rated, Senior, Unsecured, Redeemable
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Debentures set out in this Prospectus. Admission to the official list is not to be taken as an
indication of the merits of the Issuer or of the Debentures issued.
1.9 TRUSTEES TO THE OFFERING
Bank of Ceylon has agreed in writing to act as the Trustee to the Debenture Issue and has
issued a consent letter to this effect. The Bank has entered into an agreement with the Trustee
(hereinafter called the “Trust Deed”). Debenture holders in their application form for
subscription will be required to authorize the Trustee to act as their agents in entering into
such deeds, writings, instruments with the Bank and to act as the agent and Trustee for the
debenture holders in order to facilitate the protection of the Debenture holders’ investment
and return.
The rights and obligations of the Trustee are set out in the Trust Deed, a copy of which is
available for inspection as mentioned in Section 1.14 of the Prospectus. The Debentures shall
be subject to the terms and conditions and confer such rights as are incorporated in the said
Trust Deed.
The fee payable to the trustee will be LKR 270,000 per annum payable in semi-annual
installments of LKR 135,000. There is no conflict of interest arising between the Trustee or its
directors and Seylan Bank, except that the Trustee is one of the banks having banking related
transactions/relationships with Seylan.
1.10 TRANSFER OF DEBENTURES
These Debentures shall be freely transferable as long as the Debentures are listed in the
CSE and the registration of such transfer shall not be subject to any restriction, save and
except to the extent required for compliance with statutory requirements.
Subject to provisions contained in the Trust Deed, the Bank may register without
assuming any liability any transfer of Debentures, which are in accordance with
the statutory requirements and rules and regulations in force for the time being as laid
down by the CSE, SEC and the CDS.
In the case of the death of a Debenture holder,
o The survivor where the deceased was a joint holder; and
o The executors or administrators of the deceased (or where the administration of the
estate of the deceased is in law not compulsory, the heirs of the deceased) where
such Debenture holder was the sole or only surviving holder; shall be the only
persons recognized by the issuer as having any title to his/her Debentures.
Any person becoming entitled to any Debenture in consequence of bankruptcy or
winding up of any Debenture holder, upon producing proper evidence that such
debenture holder sustains the character in respect of which such debenture holder
proposes to act or such debenture holder’s title as the Board of Directors of the Bank
thinks sufficient, may at the discretion of the Board be substituted and accordingly,
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registered as a Debenture holder in respect of such Debentures subject to the applicable
laws, rules and regulations of the Bank, CDS , CSE and SEC.
No change of ownership in contravention of the above conditions will be recognized by
the Bank.
1.11 BENEFITS OF INVESTING IN DEBENTURES
Provides an opportunity to diversify the investment portfolio of the investor.
As per Section 9 (o) of the Inland Revenue (Amendment) Act No. 18 of 2013, the interest
income from any investment made on or after 1st January 2013 in corporate debt
securities (i.e. Debentures), quoted in any stock exchange licensed by the SEC is
exempted from income Tax, Furthermore, in terms of Section 13 of the same Act, the
profits and income earned from any such investment have also been exempted from
Income Tax.
Provides an opportunity to earn a regular cash flow of interest payments on a periodic
basis, up to a fixed period of four and/or five and/or six years at the discretion of the
investor.
Opportunity to realize capital gains according to interest rate fluctuations in the financial
market. Also if held to maturity, there will be no capital loss incurred.
Listed Debentures provide the investor with an exit option through the CSE thereby
bringing liquidity to these Debentures.
The Debentures could be used as collateral to obtain credit facilities from banks and
financial institutions.
1.12 RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDERS
DEBENTURE HOLDERS ARE ENTITLED TO THE FOLLOWING RIGHTS:
Receive principal money at maturity and interest at rates specified in Section 1.04 of the
Prospectus and the provisions contained in the Trust Deed.
Receive a copy of the Annual Report of the Bank within a period not exceeding five (05)
months of financial year end.
In the event of liquidation of the Company, the holders of the Rated Senior Unsecured
Redeemable Debentures will rank in priority to the subordinated creditors but after the
secured creditors of the Bank and the preferential claims under Section 365 of the
Companies Act No.07 of 2007. They will also rank in priority to and over the claims and
rights of the ordinary voting and non-voting shareholders of the Bank.
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Call, receive notice, attend and vote at meetings of the Debenture holders in accordance
with the provisions contained in the Trust Deed.
The other rights of the holders of these Debentures are set out in the Trust Deed.
DEBENTURE HOLDERS ARE NOT ENTITLED TO THE FOLLOWING RIGHTS:
Attending and voting at meetings of holders of shares and other types of debentures.
Sharing in the profits of the Company.
Participating in any surplus in the event of liquidation.
OBLIGATIONS ON THE DEBENTURES
When making payment of the principal sum and interest on the Debentures, the Company
shall always act on the information furnished by the CDS and it shall be the
responsibility/obligation of each Debenture holder to ensure that information in respect of
such Debenture holder and changes thereof are duly updated in the CDS.
Each Debenture holder shall absolve the Company from any responsibility or liability in
respect of any error or absence of necessary changes in the information recorded with
the CDS. Further the Debenture holder shall also absolve the CSE and the CDS from
any responsibility or liability in respect of any error or absence of any necessary changes
initiated by the Debenture holders in the information recorded with the CDS.
1.13 RISK FACTORS ASSOCIATED WITH DEBENTURES
INTEREST RATE RISK
The price of a debenture will have a negative correlation with the market interest rates.
Interest rate risk captures this relationship between market interest rates and the value of
Debentures. If market interest rates rise, the value of the Debentures may fall: as market
interest rates fall the value of Debentures may rise (all other factors being equal). If the
investor wishes to sell the Debenture prior to its maturity, he might be facing a capital
loss (gain) if the market interest rates have increased (decreased) subsequently. Interest
rate risk is irrelevant for the investor who wishes to hold the Debenture till maturity.
REINVESTMENT RISK
The calculation for annual effective rate (AER) assumes the investor is able to reinvest
his coupons at the same interest rate. The investor who is paid periodic coupon faces the
risk of investing these coupon payments to generate the required AER on his
investment. Assuming the investor is unable to invest these coupon payments at the
same interest rate on the debenture, the Debenture holder may not be able to generate
the required AER. In case the investor can find an investment which yields a higher
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interest rate than the Debenture interest, the Debenture holder can generate a higher
AER by reinvesting the coupon in such instruments.
CREDIT RISK
Risk of the issuer not being able to pay interest and principal payments as promised on a
timely basis is default risk/ credit risk. It is advisable for prospective Seylan Debenture
investors to take into account the credit rating awarded to the Bank and its Debentures
by Fitch Ratings, present financial strength as reflected in the Balance Sheet of the
Bank, assets and earnings growth, experiences and skills of the Directors and senior
management when forming an opinion on default risk. The rights of the debenture
holders would be ranked in priority to the subordinated creditors of the Bank but after
the secured creditors of the Bank.
LIQUIDITY RISK
Liquidity risk refers to the ease with which the debenture can be sold in the secondary
market, after the initial placement. Since the Seylan Debentures are listed, should an
investor require an exit option; they will be able to sell the Debentures through the CSE
in order to convert them to cash and to exit from the investment. Therefore the liquidity
risk is mitigated to a greater degree in the Seylan Debenture.
CALL RISK
As these Debentures shall not be redeemed by the Bank prior to maturity for any reason
whatsoever except due to unforeseen circumstances beyond the control of the Bank,
there will be no call risk (Call risk refers to the risk that the issuer will retire all of the
principal value of the debentures before maturity) applicable to this debenture issue. If
redemption is to be done before maturity, it will be done only upon the prior approval of
3/4th
of the Debenture holders in nominal value of the Debentures outstanding as set out
under Clause 10.2 of the Trust Deed, when the principal sum is repaid before maturity.
INFLATION RISK
The possibility of decline in the real value of cash flows of a Debenture, due to inflation
is referred to as inflation risk. Since the coupon rate of a fixed rate Debenture is not
adjusted upwards in line with the inflation, Debentures carry an inflation risk.
1.14 INSPECTION OF DOCUMENTS
The following Documents (or copies thereof) where applicable, may be inspected by the
public during normal business hours at the Registered Office of Seylan Bank from seven (07)
Market Days prior to the date of opening of the subscription list, until the date of maturity of
the debentures issued.
Articles of Association
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Audited financial statements of the Bank for the last five years ending 31st December
2009, 2010, 2011, 2012 and 2013
Interim Financial Statements
Issue Rating Report
Trust Deed
Material contracts and management agreements or in the case of contracts not reduced
into writing a Memorandum giving full particulars thereof
All other documents pertaining to the Bank to which references are made in this
Prospectus
The Prospectus, Accountants Report & five year summary financial statements, Trust Deed
and Articles of Association of the Bank are available on the website of CSE, www.cse.lk and
the website of the Company, www.eseylan.com from seven (07) Market Days prior to the date
of opening of the subscription list until the date of maturity/redemption of the Debentures as
stipulated in Rule 3.3.11 (b) of the CSE Listing Rules.
Furthermore, copies of the Prospectus and Application Forms are available free of charge
from the collection points set out in Annexure II of the Prospectus from seven (07) Market
Days prior to the date of opening of the subscription list.
1.15 COST OF THE ISSUE
The Directors estimate that the total other costs of the issue including the cost of brokerage,
printing, Managers and Registrars fees and other costs connected with the issue will be
approximately LKR 30 Million and will be funded by the Bank.
1.16 BROKERAGE
Brokerage at the rate of 0.25% of the nominal value of the Debentures will be paid in respect
of the number of debentures allotted on applications bearing the original seal of any member /
trading member of the CSE, or Managers to the Issue or any other agent appointed by the
Company and/or Managers to the Issue as involved in the Issue.
1.17 UNDERWRITING
The Bank has not entered into any underwriting arrangement with regards to this Issue. In the
event the issue is under subscribed, the subscribers shall be allotted in full. The funds raised
shall be utilized to meet the Objectives of the issue, as stipulated in Section 1.3 of the
Prospectus.
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2.0 PROCEDURE FOR APPLICATION
2.1 ELIGIBLE APPLICANTS
Applicants who are eligible for the subscription of the above said Debentures are as follows:
- Citizens of Sri Lanka, who are resident in Sri Lanka and above eighteen (18) years of
age.
- Corporate bodies (companies, corporations, institutions) registered / incorporated /
established in Sri Lanka and authorized to invest in debentures.
- Approved provident funds and contributory pension schemes registered/incorporated
established in Sri Lanka and authorized to invest in debentures. In the case of
approved provident funds and approved contributory pension schemes, the application
should be in the name/s of the trustee/s /member/s of the Board of Management in
order to facilitate the opening of the CDS Account.
- Statutory bodies and Government Corporations of Sri Lanka.
- Approved Unit Trusts licensed by the Securities and Exchange Commission (SEC).
- Foreign citizens above 18 years of age (irrespective of whether they are resident in Sri
Lanka or overseas);
- Global, regional and country funds approved by the SEC;
- Non-residents: foreign institutional investors, corporate bodies, incorporated or
established outside Sri Lanka and individuals and Sri Lankans resident outside Sri
Lanka above eighteen (18) years of age. (When permitting non-residents to invest in
the Debentures, the Bank will comply with the relevant Exchange Control Regulations
including the conditions stipulated in the notice under the Exchange Control Act with
regard to the issue and transfer of debentures of companies incorporated in Sri Lanka
to foreign investors as published in the Government Gazette (Extraordinary) No.
1864/39 on 28th
May 2014)
Please note that applications will not be accepted from individuals below the age of 18 years, or those in the names of sole proprietorships, partnerships or unincorporated trusts and non-corporate bodies.
As per the directive of the SEC made under Circular No. 08/2010 dated 22 November 2010 and Circular No. 13/2010 issued by the CDS dated 30
th November 2010, all Debentures are
required to be directly deposited in the CDS accounts of the successful applicants. To facilitate compliance with this directive, all applicants are required to indicate their CDS account number.
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2.2 APPLICATION METHODOLOGY
Applicants applying for the New Debentures should submit their Applications in the manner
as set out in this Prospectus.
The Prospectus will be made available free of charge from the collection points listed in
Annexure II.
The Prospectus can also be downloaded from www.cse.lk and the Bank website
www.eseylan.com
2.2.1 HOW TO APPLY
a) Applications should be made on the Application Forms, issued with the
Prospectus. (Exact size photocopies of Application Forms too would be accepted).
Application Forms can also be obtained free of charge from the places/institutions
covered in Section 2.0 and Annexure II of the Prospectus.
b) The Prospectus can be downloaded from the website of CSE, www.cse.lk and the
Company website www.eseylan.com until the date of maturity/redemption of the
Debentures, whereas the Application Forms could be downloaded from the
Company’s web site, www.eseylan.com and CSE web site www.cse.lk until the
closure of the Issue.
c) Care must be taken to follow the instructions given on the reverse side of the
Application Form. Applicants using photocopies are requested to inspect the
Prospectus. Applications that do not strictly conform to such instructions
and/or the terms and conditions set out in this Prospectus or which are
incomplete or illegible may be rejected.
d) Applications should be made for a minimum of One Hundred (100) Debentures
each (LKR 10,000/-). Applications exceeding One Hundred (100) Debentures
should be in multiples of One Hundred (100) Debentures (LKR 10,000/-).
Applications for less than One Hundred (100) Debentures will be rejected.
e) Applicants should apply only for one type of Debentures under one Application
Form. In the event an Applicant wishes to apply for more than one type of
Debentures, separate Application Forms should be used. Once an Application
Form has been submitted for a particular type of Debentures, it will not be possible
for an applicant to switch between the types of Debentures.
More than one application submitted by an applicant under the same type of
Debentures will not be accepted. An applicant of a joint application is also not
eligible to send any additional application form for the same type of debentures
either individually or jointly.
f) If the ownership of the Debentures is desired in the name of one applicant, full
details should be given only under the heading SOLE/FIRST APPLICANT in the
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Application Form. In the case of joint applicants, the signatures and particulars in
respect of all applicants must be given under the relevant headings in the
Application Form.
g) Applications by Companies, Corporate bodies, approved provident funds, trust
funds and approved contributory pension schemes registered / incorporated /
established in Sri Lanka should have obtained necessary internal approvals as
provided by their internal approval procedures at the time of applying for the
Debentures and should be made under their common seal or in any other manner
as provided by their articles of association or such other constitutional documents
of such applicant or as per the statutes governing them. In the case of approved
provident funds, trust funds and approved contributory pension schemes, the
applications should be in the name of the Trustee/s or member/s of the Board of
Management accompanied by a certified copy of its’ Resolution authorizing the
application to be made accordingly.
2.2.2 IDENTIFICATION INFORMATION
a) All applicants should disclose their identification/registration information
including their CDS account number by filling in the space provided in the
Application Form for this purpose. Applicants are requested to state their
residency and nationality in the appropriate spaces provided in the Application
Form.
The NIC, passport, or company registration number as the case may be, must
be stated in the Application Form and any Application Form which does not
provide the appropriate identification information will be rejected.
b) Resident applicants may use the passport number for purposes of identification
only if they do not have a NIC number. In such event, the CDS account must be
for the same passport number. Foreign/non-resident investors are required to state
the passport number in the space provided. In the case of a corporate entity, the
company registration number must be provided. The common seal or rubber stamp
should be affixed and the Application Form duly signed as stipulated in the
constitutional documents of such applicants.
2.2.3 MARGIN TRADING
a) Applicants who wish to apply through their margin trading account, should submit
the Application Form in the name of the “Margin Provider/Applicant’s name”
signed by the margin provider requesting a direct deposit of the Debentures to the
Applicant’s margin trading account in CDS. The Applicants should state the
relevant CDS account number relating to the margin trading account in the space
provided for the CDS account number in the Application Form.
b) A photocopy of the margin trading agreement must be submitted along with the
Application.
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c) Please note that the Margin Provider can apply under its own name and such
Applications will not be construed as multiple Applications.
2.2.4 JOINT APPLICATIONS
a) Joint Applications may be made. However, an applicant of a joint application will
not be eligible to send a separate Application Form either individually or jointly
Such applicants are deemed to have made multiple applications and will be
rejected.
b) More than one application submitted by an applicant under the same type of
Debentures will not be accepted. An applicant of a joint application is also not
eligible to send any additional application form for the same type of debentures
either individually or jointly.
c) In the case of joint applications, the refunds (if any), interest payments and the
Redemption will be remitted in favour of the principal applicant as identified in the
Application Form. The Company shall not be bound to register more than three
(03) natural persons as joint holders of any Debentures (except in the case of
executors, administrators or heirs of a deceased member).
2.2.5 APPLICATIONS MADE UNDER POWER OF ATTORNEY
In the case of Applications made under Power of Attorney (POA), a copy of the said
POA, certified by a Notary Public to be a true copy of the original, should be lodged
with the Registrar to the Issue along with the Application Form. The original POA
should not be attached.
2.2.6 SUBMISSION OF APPLICATIONS
Application Forms properly and legibly filled in accordance with the instructions
thereof, along with the remittance (as described under Section 2.3) for the full amount
payable on Application should be enclosed in a sealed envelope marked “SEYLAN
BANK PLC – DEBENTURE ISSUE 2014” on the top left-hand corner and
dispatched by post or courier or delivered by hand to the Registrars to the Issue at the
below given address prior to 4.30 p.m. on the Closure Date (refer Section 1.2)
SSP Corporate Services (Pvt) Ltd
No. 101, Inner Flower Road,
Colombo 03
Applications may also be handed over to the Managers to the Issue or to the Bankers
to the Issue and their designated branches, Members and Trading Members of the CSE
as set out in Annexure II prior to 4.30 p.m. on the Closure Date.
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In the case of Applications dispatched by courier or post, such Applications should
reach the Registrars to the Issue not later than 4.30 p.m. on the Market Day
immediately following the Closure Date. Any Applications received after the said
deadline shall be rejected even though the courier or postmark is dated prior to the
Closure Date.
2.2.7 NON-RESIDENT APPLICANTS
a) This section is applicable to citizens of Sri Lanka who are above 18 years of age
and resident overseas, corporate bodies incorporated or established outside Sri
Lanka, global, regional or country funds approved by the SEC and foreign citizens
(irrespective of whether they are resident in Sri Lanka or overseas) who are above
18 years of age and may be affected by the laws of the jurisdiction of their
residence. If the non-resident investors wish to apply for the Debentures, it is their
responsibility to comply with the laws relevant to the jurisdiction of their residence
and the jurisdiction of Sri Lanka.
b) The applications should be made only out of funds received as inward remittances
or available to the credit of Securities Investment Account‛ (SIA) maintained with
any licensed commercial bank in Sri Lanka in accordance with directions issued by
the Controller of Exchange in that regard to licensed commercial banks (Circular
Reference No.6/4/18/2013 dated 12th
June 2013 and the Notice issued by the
Controller of Exchange in the Government Gazette [Extraordinary] bearing
No.1864/39 dated 28thMay 2014). Such applications must be accompanied by a
letter from the respective license commercial bank confirming same.
c) Foreign/non-resident investors shall also ensure that the Bank details of their
SIA account are mentioned in the Application Form to facilitate refund payment
and recorded in the CDS to facilitate the dispatch of their interest cheques to
the relevant bank.
2.2.8 RESTRICTIONS APPLICABLE TO FOREIGN CITIZENS RESIDENT IN SRI LANKA
a) Foreign citizens resident in Sri Lanka may make payments through Sri Lanka
Rupee accounts only if they possess dual citizenship where one such citizenship is
Sri Lankan. Foreign citizens having Sri Lankan citizenship should attach a
certified copy of the citizenship certificate with the Application Form.
b) Foreign citizens residing in Sri Lanka having valid residency visas should note that
they cannot make remittances via cheques or bank drafts or bank guarantees or
RTGS transfers drawn on Sri Lanka Rupee accounts maintained with any licensed
commercial bank in Sri Lanka but may do so via SIA/FCBU/RGFCA/RGRCA
accounts. Applications made by foreign citizens not in accordance to the foregoing
shall be rejected.
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2.3 MODE OF PAYMENT
Payment in full for the total value of Debentures applied for should be made separately in
respect of each application either by cheque/s or bank draft/s or bank guarantee drawn upon
any licensed commercial bank operating in Sri Lanka or an RTGS transfer through any
licensed commercial bank operating in Sri Lanka, as the case may be, subject to the
following:
a) The amount payable should be calculated by multiplying the number of Debentures
applied for by the Issue price of (LKR 100/-). If there is a discrepancy in the amount
payable and the amount specified in the cheque/ bank draft / bank guarantee or in the
RTGS transfer, the Application will be rejected.
b) PAYMENT FOR APPLICATIONS FOR DEBENTURES OF A VALUE OF BELOW
LKR100,000,000/-
Should be supported by a cheque or bank draft or bank guarantee. In such instances,
each Application Form should be accompanied by only one cheque or bank draft or
bank guarantee and should be issued for the full amount indicated in the Application
Form.
Debenture applications of value below LKR 100,000,000/- accompanied by multiple
cheques/ bank drafts, bank guarantees or RTGS transfers will be rejected at the outset.
c) PAYMENTS FOR APPLICATIONS FOR DEBENTURES OF A VALUE OF ABOVE AND
INCLUSIVE OF LKR 100,000,000/-
Application Form should be supported by either;
RTGS transfer with value on the date of opening the Issue.
Bank Guarantee issued by a licensed commercial bank.
Debenture Applications accompanied by cheques and bank drafts (multiple or
otherwise), Multiple bank guarantees, Multiple RTGS transfers will not be accepted.
d) CASH WILL NOT BE ACCEPTED.
2.3.1 CHEQUES OR BANK DRAFTS
Cheques or bank drafts should be made payable to “SEYLAN BANK PLC –
DEBENTURE ISSUE 2014” drawn on any licensed commercial bank in Sri Lanka
and crossed “Account Payee Only” and must be honoured on the first presentation
for the application to be valid.
All cheques/bank drafts received in respect of the applications for Debentures will be
banked commencing from the Market Day immediately following the Closing Date. In
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the event that cheques are not realized within two Market Days from the date of
deposit, the monies will be refunded and no allotment of Debentures will be made.
2.3.2 BANK GUARANTEES
Applications made by Sri Lankan investors backed by bank guarantees issued by any
licensed commercial bank in Sri Lanka in favour of “SEYLAN BANK PLC –
DEBENTURE ISSUE 2014” in a manner acceptable to the Company. Bank
guarantees should be valid for a minimum of one (1) month from the date of the Issue.
Bank guarantees will be presented to the respective banks upon the Issuer deciding and
announcing the basis of allotment and the date of allotment to the CSE. Therefore, the
applicants are advised to ensure that sufficient funds are available in order to honour
the bank guarantees, inclusive of charges when called upon to do so by the Registrars
to the Issue. It is advisable that the Applicants discuss with their respective bankers the
matters with regard to the issuance of bank guarantees and all charges involved. All
expenses with regard to such bank guarantees should be borne by the applicants.
2.3.3 RTGS TRANSFERS
In case of RTGS transfers (only for Application values above and inclusive of Sri
Lanka Rupees One Hundred Million (LKR100,000,000/-) such transfer should be
made to the credit of “SEYLAN BANK PLC – DEBENTURE ISSUE 2014” bearing
account number 0860-33479800-001 at Seylan Bank PLC, Millennium Branch at No.
90, Galle Road, Colombo 03 with value on the Issue Opening Date (i.e. the funds to be
made available to the above account on the Issue Opening Date).
The applicant should obtain a confirmation from the Applicant’s Bank, to the effect
that arrangement have been made to transfer payment in full for the total value of
Debentures applied for the credit of “SEYLAN BANK PLC – DEBENTURE ISSUE
2014” bearing the account number 0860-33479800-001 at Seylan Bank PLC,
Millennium Branch with value on the date of opening the Issue (i.e. the funds to be
made available to the above account on the Issue Opening Date) and should be
attached with the Application Form.
For such RTGS transfers above and inclusive of Sri Lanka Rupees One Hundred
Million (LKR100,000,000/-), the applicants are entitled to an interest at the rate of 4%
p.a. from the date of such transfers up to the Date of Allotment. However, no interest
will be paid if the RTGS transfers are not realized before the end of the closing date.
Furthermore, even if such RTGS transfers are affected prior to the Issue Opening
Date, no interest will be paid for the period prior to the issue opening date. Also no
interest will be paid for RTGS transfers that arise when exercising bank guarantees,
even if the transfers take place prior to the date of allotment.
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2.3.4 REMITTANCE BY FOREIGN AND NON-RESIDENT INVESTORS
a) Remittance of Funds for the investments in Debentures and the payment for
Debentures by non-residents should be made only out of funds received as inward
remittances or available to the credit of “Securities Investment Account” (SIA) of
the non-residents opened and maintained in a licensed commercial bank in Sri
Lanka in accordance with directions given by the Controller of Exchange in that
regard to licensed commercial banks (Circular Reference No.6/4/18/2013 dated
12th
June 2013 and Government Gazette Extraordinary notice bearing No.1864/39
dated 28th
May 2014 issued by the Exchange Control Department of the Central
Bank of Sri Lanka ).
An endorsement by way of a letter by the licensed commercial bank in Sri Lanka
in which the Applicant maintains the SIA, should be attached to the Application
Form to the effect that such payment through cheques/bank draft/bank
guarantee/RTGS has been made out of the funds available in the SIA.
2.4 REJECTION OF APPLICATIONS
Application Forms and the accompanying remittance mode (Cheque / Bank Draft /
Bank Guarantee / RTGS Transfers) which are illegible or incomplete in any way and /
or are not in accordance with the terms, conditions and instructions set out in this
Prospectus will be rejected at the sole discretion of the Company.
Applications from individuals under the age of 18 years or in the names of sole
proprietorships, partnerships or unincorporated trusts will be rejected.
An applicant of a joint application will not be eligible to submit another application
either individually or jointly under the same interest rate option. Only one application
should be made by any person or entity under one interest rate option. The Company
reserves the right to reject such multiple applications or suspected multiple
Applications.
Applications which do not state a valid CDS account number or which indicate an
incorrect / inaccurate CDS Account number shall be rejected, and no allotment will be
made. Application Forms stating third party CDS Account numbers, instead of their
own CDS Account numbers, except in the case of Margin Trading Accounts, will also
be rejected.
Any Application Form which does not state the NIC number, Passport number (where
NIC is not available) or Company Registration number, as the case may be, will be
rejected.
Applications with two or more cheques / Bank Drafts / Bank Guarantees will be
rejected. Application Forms accompanied by cash will not be accepted.
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Cheques must be honored on first presentation for the Application to be valid. In the
event Cheques are dishonored / returned on first presentation, the Application will be
rejected.
In the event that cheques are not realized within two Market Days from the date of
deposit the monies will be refunded and no allotment of Debentures will be made even
if they are realized after such date.
Applications delivered by hand to the Registrars to the Issue after the subscription list
is closed will be rejected. Applications received by post or courier after 4.30 p.m. on
the Market day immediately following the Closing Date, will also be rejected even if
they carry a post mark dated prior to the Closing Date.
Applications delivered to any place mentioned in Annexure II should also reach the
office of the Registrars to the Issue at least by 4.30 p.m. on the Market day
immediately following the Closing Date. Applications received after the said duration
will be rejected even though they have been delivered to any of the said collection
points prior to the Closing Date.
Notwithstanding any provision contained herein, the Board of Directors reserves the right to
refuse any Application or to accept any Application in full or part.
2.5 BANKING OF PAYMENTS
All cheques/ bank drafts / bank guarantees received in respect of applications will not be
banked until the Market day immediately after the Closure Date of the subscribing list, in
terms of the CSE Listing Rules.
2.6 ALLOTMENT OF DEBENTURES
In the event of an oversubscription, the Board of Directors of the Company will endeavour to
decide and announce to the CSE a basis of allotment within seven (07) Market Days from the
Closure Date. Further, the Board reserves the right to allocate up to 75% of the issue value
on a preferential basis, to investor/s of strategic importance with whom they might partner
with, in future endeavours.
The Board of Directors of Seylan Bank reserves the right to refuse any application or to
accept any application in part only, without assigning any reason thereto. Successful
Applicants will be notified on their allotment within ten (10) market days from the Closing
Date of the issue.
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2.7 ACCEPTANCE AND REFUNDS
Monies will be refunded where;
▪ AN APPLICATION IS REJECTED FOR REASONS GIVEN IN SECTION 2.4 OR
OTHERWISE;
Where an Application Form is rejected, the cheque or bank draft or bank guarantee
received in respect of the application will be returned via ordinary post at the risk of the
applicant. In the case of joint applicants, the cheque or bank draft or bank guarantee
received in respect of the application will be returned to the first named applicant.
Where the Application Form is accepted and the cheque or bank draft or bank
guarantee is not honoured at the first presentation, the application will be rejected and
the dishonoured cheque or bank draft or bank guarantee will be returned via ordinary
post at the risk of the applicant. In the case of joint applicants, the dishonoured cheque
or bank draft or bank guarantee will be returned to the first named applicant.
▪ THE APPLICATION IS ACCEPTED ONLY IN PART
Where an application is accepted only in part, the balance of the monies received on the
application will be refunded. Refunds on Debentures that have not been allotted will be
refunded on or before the expiry of ten (10) Market Days from the Closure Date
(excluding the Closure Date) as required by the CSE Listing Rules. Applicants would
be entitled to receive interest at the last quoted AWPLR published by the CBSL plus
5%, on any refunds not made by the expiry of the abovementioned period.
REFUNDS TO FOREIGN / NON-RESIDENTS
Foreign/non-resident applicants are advised to provide accurate and complete details
of SIA accounts, consistent with the details given to the CDS to facilitate their refund
payments.
2.7.1 REFUNDS VIA SLIPS
If the Applicant has provided accurate and complete details of his bank account in the
Application, the Bankers to the Issue will make refund payments up to the maximum
of Sri Lanka Rupees Five Million (LKR 5,000,000/-) to the bank account specified by
the Applicant, through SLIPS and a payment advice will be sent. Applicants can
obtain details on bank and branch codes required for providing instructions on SLIPS
transfers at the following website;
http://www.lankaclear.com/products_and_services/sl_interbank_payment_system_gui
deline.php
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2.7.2 REFUNDS VIA CROSSED CHEQUES
In the event of refunds over Rupees Five Million (LKR 5,000,000/-) or if the applicant
has not provided details of the bank account in the Application Form or has provided
inaccurate or incomplete details of the bank account with respect to refunds via SLIPS,
the Bank will make such refund payment to the applicant by way of a cheque and sent
by post at the risk of the Applicant.
In the case of joint application, the cheques will be drawn in favour of the applicant’s
name appearing first in the Application Form.
2.8 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES
The Debentures allotted will be directly deposited to the respective CDS accounts
given in the Application Forms before the expiry of eighteen (18) Market Days, from
the Closure Date. Written confirmation, upon the completion of crediting the
respective CDS account will be sent to the Debenture holder within two (02) Market
Days of crediting the CDS accounts by ordinary post to the address provided by each
Debenture holder in their respective Applications.
The Company will submit to the CSE a 'Declaration' on direct upload to CDS on the
Market Day immediately following the day on which the Applicants’ CDS accounts
are credited with the new Debentures. Trading of Debentures on the secondary market
will commence on or before the third (3rd
) Market Day from the receipt of the
Declaration by the CSE as per the CSE Listing Rules.
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3.0 PROFILE OF THE ENTITY
3.1 OVERVIEW OF THE BANK
Seylan Bank PLC, a commercial bank based in Sri Lanka, was incorporated in 28th
August
1987 and commenced business on 24th
March 1988.
The Bank offers banking products and services ranging from savings accounts, current
accounts, foreign currency services, deposits and investments, Seylan cards, loan facilities,
leasing, E-commerce and personal financial planning services. Apart from the above, the
Bank offers private banking, trade finance, remittances, offshore banking, and pawning
services.
Seylan Banks’ network comprises of 157 Branche / Centres, 171 ATMs and 92 Student
Savings Centres and has overseas presence in many countries including Lebanon, Oman, ,
Saudi Arabia and the United Arab Emirates. They undertake remittance business on behalf of
Sri Lankan expatriates in these countries while promoting the bank’s other products to them.
Notably, the Bank was ranked as Sri Lanka's sixth-largest domestic commercial bank in terms
of assets in the last financial year (Source : Entity Rating Report issued by Fitch Ratings
Lanka Ltd – 1st October 2014). From the inception, the Bank presented itself as a flexible,
customer-friendly alternative, delivering the promise of its motto - ‘The Bank with a Heart’.
Seylan Bank owns 67.58% stake in Seylan Developments PLC, a quoted subsidiary formed in
1992 for the purpose of constructing the head office building of the Bank and presently is
involved in property development/management.
The Financial Sector consolidation plan has not yet had a direct impact on Seylan Bank. The
Bank has not yet made any acquisitions in this regard as in any case the Bank is adequately
capitalized and meets with the future required criterion of the Central Bank.
3.2 GROUP STRUCTURE (as at 31st October 2014)
67.58%
SEYLAN BANK PLC
PLC
SEYLAN
DEVELOPMENTS
PLC
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3.3 STATED CAPITAL
(LKR ‘000)
Description 31
st October
2014
31st
December
2013
31st
December
2012
31st
December
2011
Ordinary Shares – Voting 6,962,722 6,962,722 6,806,722 6,806,722
Ordinary Shares - Non-Voting 3,567,002 3,567,002 3,418,730 3,418,730
Preference Shares
(Redeemable, Non-Cumulative,
Non-Convertible and Non-Voting)
- - - 33,901
Total 10,529,724 10,529,724 10,225,452 10,259,353
3.4 BOARD OF DIRECTORS
Mr. Nihal Jayamanne, President’s Counsel – Attorney-at-Law of the Supreme Court of Sri Lanka
Chairman/Independent Director
Mr. Nihal Jayamanne PC is an eminent lawyer and holds key offices in the fields of law,
including Chairman of the Law Commission of Sri Lanka, Chairman, Company Law
Advisory Commission, Chairman, Law College Foundation and is a Member of the Board of
Trustees of the Judicial Infrastructure Maintenance Trust.
Mr. Jayamanne was a former president of the Bar Association of Sri Lanka, Vice President of
SAARCLAW and the National Police Commission of Sri Lanka and has also been a Member
of the Council of Legal Education, a member of the Advisory Council of Jurists of the Asia
Pacific Forum for the advancement of human Rights and Commissioner of the
Telecommunication Regulatory Commission of Sri Lanka.
Mr. Jayamanne serves on the Boards of Sri Lankan Airlines Ltd and Sri Lankan Catering
(Pvt) Ltd. He was appointed to the Board of Seylan Bank PLC on 30th
December 2008. He
was appointed as the Chairman of the Bank on 17th
January 2013.
Mr. Ishara Nanayakkara – Diploma in Business Accounting and Finance (Aus.)
Non-Executive Director/Deputy Chairman
Mr. Ishara Nanayakkara is an astute businessman who holds directorial positions in many
corporates and conglomerates in Sri Lanka. He ventured into the arena of financial services
with the strategic investment in Lanka ORIX Leasing Company PLC and was appointed to
Board of LOLC. He is presently the Deputy Chairman of LOLC and many of its subsidiaries
and associate companies Mr.Nanayakkara is the Executive Chairman of Brown & Company
PLC, which is a market leader in trade, leisure, manufacturing, consumer appliances and
agriculture equipment.
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36
His Business philosophy based on sustainable development has made LOLC to enter into
many new business ventures with high potential for growth in all three spheres economic,
social and environment.
With the exposure in the SME sector and ongoing further into the Micro sector, he
spearheads LOLC Micro Credit Company Ltd, the only private sector microfinance institution
in the country with foreign equity and PRASAC, the largest microfinance Company in
Cambodia. His passion for sustainable investment is reflected through his involvement in
renewable energy, forestry and plantations.
Mr. Nanayakkara is also focused on the immense opportunities presented by the leisure sector.
He is also involved in the construction industry which is a fine proof for his perpetual interest
on the growth sectors of the Sri Lankan economy.
Mr. Ishara Nanayakkara was appointed to the Board of Seylan Bank PLC on 24th
November
2009 and was appointed as its’ Deputy Chairman on 17th
January 2013.
Rear Admiral Ananda Peiris – RSP & BAR, VSV, USP, ndc, psc
Independent Director
Rear Admiral Ananda Peiris is a decorated officer of the Sri Lanka Navy counting a service
record of over 34 years during which period he had undergone extensive training in the Indian
Navy, Bangladeshi Navy, Royal Navy and US Navy. His naval experiences includes serving
as the Area Commander – Eastern Naval Command, Western Naval Command and Southern
Naval Command.He was also twice appointed as the Deputy Area Commander of Northern
Naval Commander and Squadron Commander Fast Track Craft and has taken part in almost
all major operations in the North and East. He had also been the Director Naval
Administration and Welfare, Director - Naval Personnel & Training and Director General
(Services), Sri Lanka Navy.
Rear Admiral Ananda Peiris retired from the regular naval service in January 2009 and serves
as Director General of the Sri Lanka Civil Defense Force.
Rear Admiral Peiris was granted the accolades of Rana Sura Padakkama(RSP), Vishista Sewa
Vibhushanaya (VSV), and Uttama Seva Padakkama (USP) for his service to the nation, while
he was also awarded several medals during his tenure of service in the Navy including Sri
Lanka Navy 50th
Anniversary Medal, President’s Inauguration Medal (1978), North East
Operation medal and Purna Bumi Padakkama.
Rear Admiral Peiris was appointed to the Board of Seylan Bank PLC on 08th
January 2009.
Mr. Samantha Ranatunga –MBA (University of Coventry, Birmingham), BSc (Hon) (University of Delhi)
Independent Director
Mr. Samantha Ranatunga who has over 20 years’ experience in the field of marketing and
managing FMCG business, is the Managing Director/CEO of CIC Holdings PLC. He joined
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the Board of CIC Holdings PLC in May 2002 and was appointed as its’ Managing
Director/CEO in April 2009.
Mr.Ranatunga holds a degree from the University of Delhi and a Masters in Business
Administration from the University of Coventry, Birmingham, UK.
He is a non-executive director in many of the unlisted companies in CIC Group including
Akzo Nobel Lanka Paints (Pvt) Ltd and Perfunova International Ltd, India. He is the president
of the Sri Lanka Africa Middle East Business Council of the Ceylon Chamber of Commerce
and the Vice President of the Sri Lanka Maldivian Business Council. He is also the Vice
Chairman of the Ceylon Chamber of Commerce. He has led the Sri Lankan Chamber of
Commerce delegations to many countries. Mr. Ranatunga is also a Committee Member of the
Mercantile Services Provident Society representing the Ceylon Chamber of Commerce by
virtue of his committee membership.
Mr. Samantha Ranatunga was appointed to the Board of Seylan Bank PLC on 12th
January
2010.
Mr. Kapila Jayawardena - MBA (Financial Management), FIB, Associate, ICEA (London)
Non- Executive Director
Mr.Kapila Jayawardena holds a MBA in Financial Management and is a fellow member of the
Institute of Bankers and an Associate Member of Institute of Cost and Executive Accountants,
London. Prior to joining LOLC, he served as Country Head and CEO (Sri Lanka and
Maldives) of Citibank NA from 1998-2007.
He has varied experience in the fields of Investment Banking, Banking Operations, Audit
Relationship Management, Corporate Finance, Corporate Banking and Treasury Management.
Mr. Jayawardena was appointed as the Chairman of the Sri Lanka Banks Association(SLBA)
in 2003/04.He has served as a president of the American Chamber of Commerce in Sri Lanka
in 2006/07 and was appointed to the Financial Sector Reforms Committee (FSRC). Mr.
Jayawardena was a member of the National Council of Economic Development (NCED) and
has also served as a Board Member of the United States – Sri Lanka Fulbright Commission.
Mr.Kapila Jayawardena joined LOLC in the year 2007 as the Group Managing Director /CEO
and headed all business and operating functions of LOLC group as a member of the Main
Board of the LOLC Group.
He is holds chairmanships in several companies of the LOLC Group, including Lanka ORIX
Finance Company PLC, Lanka ORIX Insurance Company Ltd, Lanka ORIX Securities Ltd,
Lanka ORIX Micro Credit Ltd and directorates in companies of the LOLC Group and the
Browns Group including , Commercial Leasing & Finance PLC, Brown & Co.PLC and
Browns Investments PLC.
Mr.Kapila Jayawardena was appointed to the Board of Seylan Bank PLC with effect from 01st
August 2013.
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Mr. Sisira Kumar Perera – BSc (special) Maths (University of Colombo), MSC Statistics (University of
Ibadan) MA Econ.(University of Manchester)
Independent Director
Mr. P. L. Sisira Kumara Perera holds a Bachelor of Science (Special) degree in Mathematics
from the University of Colombo, a Master of Science degree in statistics from the University
of Ibadan and Master of Arts in Economics and Social Studies (Economics and Econometrics)
from the University of Manchester.
Mr. Perera has over 22 years of executive and managerial experience in the Central Bank of
Sri Lanka .He has received extensive training and exposure in capital markets, portfolio
management and new financial instruments locally and internationally. He has held the
position of Additional Controller of exchange at the time of his retirement from the central
Bank of Sri Lanka and has also held the position of Deputy Director, Marketing of the
Agricultural Development Authority prior to his post at the Central Bank of Sri Lanka. He
now serves as a Consultant in reputed private sector organizations.
Mr. Perera has served the task force appointed by the Central Bank on Reforms to Exchange
Control and represented the Central bank at Asia Pacific Group 3rd
Annual Meeting on Anti–
Money Laundering held in Austrialia and at the Indo-Sri Lanka Director General Level
Meeting on Anti-Smuggling held in India in 2003.
Mr. Kumar Perera was appointed to the Board of Seylan Bank PLC with effect from 23rd
September 2013.
Ms. Coralie Pietersz – BSc (Hons) Physics (University of Sussex), MBA (Heriot – Watt University,
Edinburgh), ACA (ICA, E& W), FCA (SL)
Independent Director
Coralie Pietersz, an associate member of the Institute of Chartered Accountants in England
and Wales and a fellow member of the Institute of Chartered Accountants of Sri Lanka is
currently, the Finance Director of Finlays Colombo PLC, a diversified conglomerate. She also
holds a BSc (Honours) degree in Physics from the University of Sussex and a MBA from
Heriot – Watt University, Edinburgh.
She has over 20 years’ experience in corporate finance, accounting and auditing at senior
levels in several industries, in both private and public sectors, including several years of
experience at senior levels in the banking Industry. Prior to joining Finlays Colombo PLC,
Coralie Pietersz was Group Chief Financial Officer of Richard Pieris and Co. PLC. She also
serves on the Board of Bogala Graphite Lanka PLC as an Independent Director as well as on
the Boards of Several companies within Finlays Group.
Coralie Pietersz is an active member of the Institute of Chartered Accountants of Sri Lanka.
She is a member of several committees of CA Sri Lanka ad chairs the Financial Reporting
Faculty.
Coralie Pietersz was appointed to the Board of Seylan Bank PLC with effect from 23rd
September 2013.
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Mr. Isuru Balapatabendi – L.L.M. University, Pittsburgh School of Law, USA,
Attorney-at-Law of the Supreme Court, Sri Lanka
Non- Executive Director
Mr. Balapatabendi holds a L.L.M (Master of Law) from the University of Pittsburgh School
of Law, United States of America and is an Attorney - at – law of the Supreme Court, Sri
Lanka.
He has functioned as a State Counsel in the Attorney General’s Department of Sri Lanka and
as Diplomat and head of Chancery, Embassy of Sri Lanka in The Hague, Netherlands (2008-
2010). He also serves as an advisor to Hon. Deputy Minister of Investment Promotion.
Mr. Balapatabendi is a member of the Board of Sri Lanka Insurance Corporation Ltd being
appointed on 21st May 2013
Mr. Isuru Balapatabendi was appointed to the Board of Seylan Bank PLC with effect from
27th
November 2013.
Mr. Upali Dharmadasa
Non – Executive Director
Mr. Upali Dharmadasa is a high- profile Industrialist, with strong leadership qualities, proven
strategic abilities and an inherent and abiding interest in all matters concerning business and
cricket. He counts over 32 years of experience in higher management.
Mr. Dharmadasa, who currently serves as the Chairman of Sri Lanka Insurance Corporation
Ltd, is the Managing Director of Nawaloka Group of Companies which consists of Nawaloka
Pilling (Pvt) Ltd, Nawaloka Timber Stores (Pvt) Ltd, Nawaloka Polysacks (Pvt) Ltd,
Nawaloka Industries (Pvt) Ltd, and Nawaloka Restaurant (Pvt) Ltd. He also holds the position
of President, Sri Lanka Timber Merchant Association.
In the Diplomatic field he is the Honorary Consul General for the Kingdom of Morocco in Sri
Lanka .His involvement at the administrative level at Sri Lanka Cricket started in 1989 when
he served as a Vice President of BCCSL. He is the immediate past President of Sri Lanka
Cricket. Mr. Dharmadasa has also served as a Director of Industrial Development Board .He
is an old boy of Ananda College and has completed his higher education at Wandsworth
Technical College, United Kingdom.
Mr. Upali Dharmadasa was appointed to the Board of Seylan Bank PLC with effect from 09th
June 2014.
3.5 GENERAL MANAGER / CHIEF EXECUTIVE OFFICER
Mr. Kapila Ariyaratne
Mr. Kapila Ariyaratne joined Seylan Bank in March 2011. He holds a Bsc (Natural Science)
first class honors degree from the University of Colombo and counts over 30 years of banking
exposure. He has served in several local, foreign and state owned banks and has wide ranging
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40
experience in all areas of banking including trade finance, SME, Corporate & Commercial
Banking.
Mr. Kapila Ariyaratne is the Chairman/Non-executive Director of the Bank’s subsidiary,
Seylan Developments PLC and also holds Directorships in Lanka Clear (Pvt) Ltd and Lanka
Financial Services Bureau. He is also on the Board of the Institute of Bankers of Sri Lanka.
3.6 TOP TEN SHAREHOLDERS AS OF 31ST
OCTOBER 2014
Ordinary Voting Shares No. of Shares %
1
Sri Lanka Insurance Corporation Ltd [includes Sri Lanka
Insurance Corporation Ltd - General Fund -17,597,739 and Sri
Lanka Insurance Corporation Ltd - Life Fund – 8,798,869]
26,396,608 15.00
2 Brown & Company PLC A/C No. 1 24,416,750 13.87
3 Employees Provident Fund 17,525,425 9.96
4 LOLC Investments Ltd 16,808,502 9.55
5 Bank of Ceylon No.1 Account 13,198,305 7.50
6 Waldock Mackenzie Limited/Mr D S K Amarasekera 11,631,848 6.61
7 Sampath Bank PLC/Dr T Senthilverl 5,169,419 2.94
8 Mellon Bank N.A. – Frontier Market Opportunities Master
Fund, L.P. 5,029,000 2.86
9 Employees Trust Fund Board 5,000,001 2.84
10 Bentota Backwaters (Pvt) Ltd 4,377,253 2.49
Non- Voting Shares No. of Shares %
1 Lanka ORIX Leasing Co PLC 71,688,535 42.42
2 Employees' Provident Fund 16,069,397 10.00
3 Pershing LLC S/A Averbach Grauson & Co 4,054,012 2.40
4 Commercial Bank of Ceylon PLC/Dunamis Capital PLC 3,818,755 2.26
5 Seylan Bank PLC/ ARC Capital (Pvt) Ltd 2,917,691 1.73
6 Mr. E. Thavagnanasooriyam 2,649,968 1.57
7 Commercial Bank of Ceylon PLC/ARC Capital (Pvt) Ltd 2,203,000 1.30
8 Merrill J Fernando & Sons (Pvt) Ltd 1,877,057 1.11
9 Mr. N. Balasingam 1,762,693 1.04
10 Employees Trust Fund Board 1,524,780 0.90
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4.0 STATUTORY DECLARATION
4.1 STATUTORY DECLARATION BY THE DIRECTORS
We, the undersigned, who are named herein as Directors of Seylan Bank PLC (the Entity)
hereby declare and confirm that we have read the provisions of the Companies Act No.7 of
2007 relating to the issue of the Prospectus and that those provisions have been complied
with.
This Prospectus has been seen and approved by us and we collectively and individually
accept full responsibility for the accuracy of the information given and confirm that
provisions of the CSE Listing Rules and of the Companies Act No.07 of 2007 and any
amendments to it from time to time have been complied with and after making all reasonable
enquiries and to the best of our knowledge and belief, there are no other facts the omission of
which would make any statement herein misleading or inaccurate. Where representations
regarding the future performance of the Entity have been given in the Prospectus, such
representations have been made after due and careful enquiry of the information available to
the Entity and making assumptions that are considered to be reasonable at the present point in
time and based on our best judgment.
An application has been made to the Colombo Stock Exchange for permission to deal in and
for a listing of all securities in a particular class issued by the Entity and those Securities of
the same class which are the subject of this issue. Such permission will be granted when the
Securities are listed on the Colombo Stock Exchange. The Colombo Stock Exchange assumes
no responsibility for the correctness of any of the statements made or opinions expressed or
reports included in this Prospectus. Listing on the Colombo Stock Exchange is not to be taken
as an indication of the merits of the Entity or of the Securities issued.
Name Signature
Mr. Nihal M. Jayamannne, PC – Chairman (Sgd.)
Mr. I. C. Nanayakkara – Deputy Chairman (Sgd.)
Rear Admiral B. Ananda J.G. Peiris (Sgd.)
Mr. Samantha P.S. Ranathunga (Sgd.)
Mr. W.D.K. Jayawardena (Sgd.)
Mr. P.L.S.K. Perera (Sgd.)
Ms. M. Coralie Pietersz (Sgd.)
Mr. H.I. Balapatabendi (Sgd.)
Mr. H K. U. Dharmadasa (Sgd.)
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4.2 STATUTORY DECLARATION BY THE MANAGER TO THE ISSUE
We, Taprobane Wealth Plus (Pvt) Ltd, of No.10, Gothami Road, Colombo 08 being the
Managers to the Issue of Seylan Bank PLC, hereby declare and confirm to the best of our
knowledge and belief that the Prospectus constitutes full and true disclosure of all material
facts about the Issue and about Seylan Bank PLC, whose Debentures are being listed.
Signed by two directors of Taprobane Wealth Plus (Pvt) Ltd, being duly authorized thereto, at
Colombo on this 04th
November 2014.
(Sgd.) (Sgd.)
Director Director
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5.0 FINANCIAL INFORMATION
The following financial information is hosted on the Bank’s web site, www.eseylan.com and
CSE web site www.cse.lk;
• Audited financial statements of the Bank as at 31st December 2013
• Interim financial statements as at 30th
September 2014
5.1 PARTICULARS OF OTHER DEBT SECURITIES OF THE BANK AS AT 31ST
OCTOBER 2014
The Company has not issued any convertible debt securities as at the date of this
Prospectus.
5.2 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES
In the normal course of business, the Bank makes various commitments and incurs certain
contingent liabilities. No material losses are anticipated as a result of such transactions.
Contingent liabilities of the Bank as at the following dates are given below:
Issued/ Maturity Date
Type / Classification
Value (Rs) / interest options Rights of holders
December 2010 / December 2015 Tenor : Five Years
Private Placement - Unsecured, Redeemable Debentures
Rs.245.0 Mn Quarterly fixed interest of 11% p.a. Rs.220.0 Mn Quarterly floating interest rate Total : Rs.465.0 Mn
Unsubordinated Senior debt
February 2013 / February 2018 Tenor : Five Years
Public Quoted Unsecured Redeemable Subordinated Debentures
Rs.66.07 Mn @ Monthly interest 14.5% p.a. Rs.843.02 Mn @ Semi Annual Interest of 15.0% p.a. Rs.1,090.91 Mn @ Annual Interest of 15.5% Total : Rs.2,000 Mn
Subordinated to the rights of other creditors of the Company
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44
(LKR’000)
31st October 2014 30
th June 2014 31
st December 2013
Guarantees 12,955,084 10,780,915 10,056,560 Acceptances 6,421,971 5,884,337 6,345,014 Net Forward Exchange Contracts (99,520) (68,868) (176,548) Documentary Credit 5,018,953 4,825,869 4,017,581
Total 24,296,488 21,422,253 20,242,607
On going litigations instituted by and against the Bank are related to matters which have
arisen during the normal course of banking business. Outcome of these actions will have no
material bearing on the financial position of the Bank if decided adversely.
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45
5.3 ACCOUNTANTS REPORT
Page 50
50
5.4 FIVE YEAR SUMMARY
Page 57
57
ANNEXURE I – RATING REPORT
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59
ANNEXURE II – COLLECTION POINTS
Copies of the Prospectus and the Application Form can be obtained free of charge from the
following collection Points.
MANAGERS TO THE ISSUE
Taprobane Wealth Plus (Pvt) Ltd 2nd Floor, 10, Gothami Road, Colombo 08
Tel : +94 11 5 328 195
Fax : +94 11 5 328 277
REGISTRARS TO THE ISSUE
SSP Corporate Services (Pvt) Ltd No. 101, Inner Flower Road, Colombo 03
Tel : +94 11 2573894
Fax : +94 11 2573609
MEMBERS OF THE CSE
ACUITY STOCKBROKERS (PVT) LTD
Level 6, Acuity House,
53, Dharmapala Mawatha, Colombo 03
Tel : +94 11 2 206 206
Fax : +94 11 2 206 298 / 9
ASSETLINE SECURITIES (PVT) LTD
120, 120A, Pannipitiya Road, Battaramulla
Tel : +94 11 4 700 111, 2 307 366
Fax : +94 11 4 700 112, 2 307 365
ASHA PHILLIP SECURITIES LTD
2nd Floor, Lakshmans Building,
321, Galle Road, Colombo 03
Tel : +94 11 2 429 100
Fax : +94 11 2 429 199
ASIA SECURITIES (PVT) LTD
Level 21, West Tower, World Trade Centre,
Echelon Square,
Colombo 01
Tel : +94 11 2 423 905, 5 320 000
Fax : +94 11 2 336 018
CAPITAL TRUST SECURITIES (PVT) LTD
42, Mohamed Macan Markar Mawatha,
Colombo 03
Tel : +94 11 2 174 174, 2 174 175
Fax : +94 11 2 174 173
BARTLEET RELIGARE SECURITIES (PVT) LTD
Level "G", "Bartleet House",
65, Braybrooke Place, Colombo 02
Tel : +94 11 5 220 200
Fax : +94 11 2 434 985
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CT CLSA SECURITIES (PVT) LTD
4-14, Majestic City,
10, Station Road, Colombo 04
Tel : +94 11 2 552 290 – 4
Fax : +94 11 2 552 289
FIRST CAPITAL EQUITIES (PVT) LTD
01, Level 02, Lake Crescent, Colombo 02
Tel : +94 11 2 145 000
Fax : +94 11 5 736 264
J B SECURITIES (PVT) LTD
150, St. Joseph Street,
Colombo 14
Tel : +94 11 2 490 900, 077 2 490 900
Fax : +94 11 2 430 070, 2 446 085,
2 447 875
JOHN KEELLS STOCK BROKERS (PVT) LTD
186, Vauxhall Street, Colombo 02
Tel : +94 11 2 342 066 - 7, 2 306 250
Fax : +94 11 2 342 068
LANKA SECURITIES (PVT) LTD
228/1, Galle Road, Colombo 04
Tel : +94 11 4 706 757, 2 554 942
Fax : +94 11 4 706 767
NATION LANKA EQUITIES (PVT) LTD
44, Guildford Crescent, Colombo 07
Tel : +94 11 4 889 061-3, 2 684 483
Fax : +94 11 2 688 899
NDB SECURITIES (PRIVATE) LTD
5th Floor, NDB Building,
40, Navam Mawatha, Colombo 02
Tel : +94 11 2 314 170 - 2 314 178
Fax : +94 11 2 314 180
SOMERVILLE STOCKBROKERS (PVT) LTD
137, Vauxhall Street, Colombo 02
Tel : +94 11 2 329 201-5, 2 332 827
Fax : +94 11 2 430 829
S C SECURITIES (PVT) LTD
2nd Floor, 55,
D. R. Wijewardena Mawatha,
Colombo 10
Tel : +94 11 4 711 000 / 4 711 001
Fax : +94 11 2 394 405
TRADING MEMBERS
CANDOR EQUITIES LTD
Level 8, South Wing,
Millennium House,
46/58, Nawam Mawatha, Colombo 02
Tel : +94 11 2 359 100
Fax : +94 11 2 305 522
CAPITAL ALLIANCE SECURITIES (PVT) LTD
Level 5, "Millennium House",
46/58, Navam Mawatha, Colombo 02
Tel: +94 11 2 317 777
Fax : +94 11 2 317 788
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ENTERPRISE CEYLON CAPITAL (PVT) LTD
27th
Floor, East Tower,
World Trade Centre,
Echelon Square,
Colombo 01
Tel : +94 11 2 333 000
Fax : +94 11 2 333 383
CLARIDGE STOCKBROKERS (PVT) LTD
10, Gnanartha Pradeepa Mawatha,
Colombo 08
Tel : +94 11 2 697 974
Fax : +94 11 2 689 250
FIRST GUARDIAN EQUITIES (PVT) LTD
32nd
Floor, East Tower,
World Trade Centre, Echelon Square,
Colombo 01
Tel : +94 11 5 884 400 (Hunting)
Fax : +94 11 5 884 401
LOLC SECURITIES LTD
Level 18, West Tower,
World Trade Centre, Echelon Square,
Colombo 01
Tel : +94 11 7 880 880
Fax : +94 11 2 434 771
NAVARA SECURITIES (PVT) LTD
25-2/1, Mile Post Avenue, Colombo 03
Tel : +94 11 2 358 700 / 20
Fax : +94 11 2 358 701
RICHARD PIERIS SECURITIES (PVT) LTD
55/20, Vauxhall Lane, Colombo 02
Tel : +94 11 7 448 900 , +94 11 5 900 800
Fax : +94 11 2 330 711
SMB SECURITIES (PVT) LTD
102/1, Dr. N. M. Perera Mawatha,
Colombo 8
Tel : +94 11 4 388 138
Fax : +94 2 670 294
SERENDIB STOCK BROKERS (PVT) LTD
Level 15, East Tower
World Trade Center, Echelon Square,
Colombo 01
Tele : +94 11 5 500 600, 5 500 698
Fax : + 94 11 5 500 699
SOFTLOGIC STOCKBROKERS (PVT) LTD
06, 37th Lane, Queens Road, Colombo 03
Tel : +94 11 7 277 000
Fax : +94 11 7 277 099
TAPROBANE SECURITIES (PVT) LTD
2nd Floor, No. 10, Gothami Road,
Colombo 08
Tel : +94 11 5 328 200
Fax : +94 11 5 328 277
TKS SECURITIES (PVT) LTD
4th Floor, 245, Dharmapala Mawatha,
Colombo 07
Tel : +94 11 7 857 799
Fax : +94 11 7 857 857
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TRADING MEMBERS – DEBT
FIRST CAPITAL MARKETS LTD
2, Deal Place,
Colombo 03
Tel : +94 11 2 639 898, 2 681 888
Fax : +94 11 2 639 899, 2 681 460
CAPITAL ALLIANCE LTD
Level 5, "Millenium House"
46/58, Nawam Mawatha, Colombo 02
Tel : +94 11 2 317 777
Fax : +94 11 2 317 788
WEALTHTRUST SECURITIES LTD
32, Castle Street,
Colombo 08
Tel : +94 11 2 689 823
Fax : +94 11 2 689 605
PERPETUAL TREASURIES LIMTED
level 3, price alfred tower,
10, alfred house gardens,
colombo 03
Tel : +94 11 2 206 123, 2 206 107
Fax: +94 11 2 206 110
SEYLAN BANK BRANCHES
Branch Address Contact Number
Ambalantota No. 154, Tissa Road, Ambalantota 047-2225482/3/4
Aralaganwila No.14/82, Kolongas Junction, Aralaganwila 027-2257274 / 027-2257275
F-027-2257273
Akkaraipatthu Zakir City, Pothuvil Road, Akkaraipatthu 0672279781/0672279782/
F 0672279783
Akuressa No.119, Deniyaya Road, Akuressa 0412284951 / 0412284952
Ambalangoda No. 24A, Galle Road, Ambalangoda 091-228010/2256154
Ampara 129, D.S.Senanayaka Street, Ampara 063-2224897-9
Anuradapura No.250, Main Street, Anuradapura 025-2224649/ 4580940
Attidiya No. 214, Main Road , Attidiya, Dehiwala 2738453 / 4203565 / 2729696 /
2722967
Awissawella No. 71, Rathnapura Road, Avissawella 036-2222007 / 5673333
Balangoda 123, Barns Ratwattay, Balangoda 045- 2287007 / 2288028
Bambalapitiya 122.124, Galle Road, Colombo 04 011-2506295, 011-2506294
F-011-2506291
Batticaloa No. 06, Lloyds Av, Batticaloa 065- 2224419 / 2224587
Bandaragama No, 17A, Horana Rd, Bandaragama 038-2290706 / 4290263
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63
Badulla No. 10, Cocowatta Road, Badulla 055-2223414 / 4499524
Bandarawela No. 240, Badulla Road, Bandarawela 057-2223144 /2231085
Bogawantalawa No 79, Main Street, Bogawanthalawa 052-2267576
Borella No 1119, Maradana Road, Borella 2681191-22/2678189
Beliatte NO.73, Tangalle Road, Beliatte 047-2243619 /2251478
Battaramulla No.119A, Pannipitiya Road, Battaramulla 0112-876102/03
Boralesgamuwa No. 24, Kesbewa Road, Boralesgamuwa 2517548-9
Beruwala No. 82, Galle Road, Beruwala 034-2279887 / 034-2279211 /
F-034-2279888
Bowatta No.476/2, Kurunegala Road, Bowatta,
Bingiriya
032-2245771 / 032-2245752 /
F-032-2245772
Colombo Fort
Branch No 69, Janadhipathi Mawatha, Colombo 01 2445840-3/4714655
Colombo Gold
Centre
Shop No.47 & 51,Colombo Gold Centre,
Central Super Market, Pettah
011-2339840 / 011-2339841
F-011-2339842
Cinnamon Gardens No 4, Baptist Chappel Road, Colombo 07 2694966/2683726
Chavakachcheri No.179,181,183, & 185 Kandy Road,
Chavakachcheri 021-2270526/021-2270525
Chilaw No. 46, Kurunegala Road, chilaw 032-2222121/4860550
Chankanai Mallakkam Junction, Main Street,
Chankanai 021-3205965 / F 021-2250025
Chenkalady Main Street, Chenkalady 065-3063525 / 065-2241511
Dambulla No. 601, Anuradhapura Road, Dambulla 066-2283022/367
Dehiwala No. 166D, Galle Road, Dehiwala 2726395/4210756-7
Dehiattakandiya No. 83/84, Main Street, Dehiattakandiya 027-2250268-9
Dam Street No. 203, Dam Street, Colombo 11 011-2345797 / 4718344 /
4718345
Dummalasuriya No. 128, Main Street, Dummalasuriya 032-2242221 / 2242223
Embilipitiya New Town Road, Embilipitiya 047-2230340/1 /4379635
Eppawala No.114/B, Talawa Road, Eppawala 025-2249923/4 F- 025-
2249922
Gampaha No. 01J, Bauddhaloka Mawatha, Gampaha 033-2222618 / 2230717
Godagama No.157/A, High Level Road, Godagama 011-2895741/2
Galle No. 34,1st Cross Street, Talbot Town, Galle 091-2223514 / 5454647
Galenbidunuwewa Kahatagasdigiliya Road, Galenbidunuwewa 025-2258778 / 025-2258777
Gampola No. 44, Kandy Road, Gampola 081-2352741-2 / 4485435
Ganemulla No. 4/2, Kirindiwita Road, Ganemulla 033-2260230 / 2260738
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64
Grandpass No. 401, Prince Of wales Avenue,
Colombo 14 2331726-7 / 2451061
Gothatuwa
(Kotikawatte) No. 31, Gothatuwa New Town , Angoda
011-2410985 / 011-2411256 /
F 011-2410986
Hambantota No. 57A, Tissa Road, Hambantota. 047-220507 / 2220518
Hikkaduwa No.271,Galle Road, Hikkaduwa 091-2276964,091-2276965
F-091-2276966
Homagama No 94, High Level Road, Homagama 4442021-2 / 2855065
Hingurakgoda No 13,14, Airport Road, Hingurakgoda 027-2246242 / 027-2246087
Horana 160/1/1, Rathnapura Road, Horana 034-2261176 / 2261018
Hatton No.42, Dunbar Road, Hatton 051-2222347 / 2222234
Havelock Town No. 164,166, Havelock Road, Colombo 05 2596550-3 / 2597497
Ingiriya No. 23/1, Central Building, Padukka Road,
Ingiriya
034-2269754 / 034-2268390
F 034-2269900
Jaffna No. 560-562, Hospital Road, Jaffna 021-2223047 / 2225073
Ja-ela No 165/1,Colombo Road, Ja-Ela 2237421 / 5858373
Kalubowila No 32, S De S Jayasinghe Mawatha,
Kalubowila, Dehiwala 4202648 / 5557567
Kantale No. 189, Agrabodhi Mawatha, Kanthale 0262234478-9
Kiribathgoda No. 173, Kandy Road, Kiribathgoda 2910581 / 2912378 / 2908113
Kochchikade No. 66, Chilaw Road, Kochchikade 031-2277661 / 2277580
Kaduruwela No. 824A, Main Street, Kaduruwela 027 2225319/027 2225320
Kadawatha No. 28/B, Ganemulla Road, Kadawatha 2925594-5 / 4816821
Kandy No. 65, Kings Street, Kandy 081-2232767 / 2233484
Kegalle No 112, Colombo Road, Kegalle 035-2223538 / 2222100
Kelaniya No.32, Kandy Road, Dalugama, Kelaniya 011-2987321 / 011-2987322
F-011-2987323
Koggala No. 09, Export Processing Zone, Koggala
Habaraduwa
091-2283390
Kurunegala No. 64, Colombo Road, Kurunegala 037-2223581-2 / 2224276
Kotiyakumbura No. 05, Main street, Kotiyakumbura 035-2289035 / F-035-2289067
Kekirawa No. 06, Yakkala Road, Kekirawa 025-2264590-1 / 2263215
Kattankudy No. 230, Main Street, Kattankudy 065-2247456 / 2246625
Kilinochchi No. 77, 79, Kandy Road, Killinochchi 021-2285310
Kalutara No. 338, Main Street, Kalutara 034-2225035-7 / 5081841
Kalmunai No.159, Batticaloa Road, Kalmunai. 067-2225841/2225842/
2225843
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65
Katunayaka No. 32, Dhammaloka Mawatha,
Averiyawatte, Katunayake
2252566,2251462,2252567
Kottawa No. 34, Nawsiri Building , High Level Road,
Kottawa
2842682-3 / 4304784
Kollupitiya No. 428, R.a.De Mel Mawatha, Colombo 03 2576910-3
Kirindiwela No 89, Gampaha Road, Kiridiwela 033-2269709 / F 033- 2269606
Kirulapone No. 280B, High Level Road, Colombo 06 011-2829054 / 011-2803001 /
F 011-2768432
Kotahena No 310, George R De Silva Mawatha,
Colombo 13
0112-447041 / 0112-337911 F-
2399660
Katuneriya No. 99/1, Chillaw Road, Katuneriya 031-2255209, 031-2257764,
031-2253149
Kuliyapitiya No. 137, Hettipola Road, Kuliyapitiya 037-2281450 / 4696450
Kalawanchikudy No.225, Main Street, Kaluwanchikudi 065-2251536 / 065-2251823 /
F-065-2251535
Maradagahamula No, 150, Divulapitiya Road,
Maradagahamula
031-2246377 / 2246096
Maradana No. 250, Sri Sangaraja Mawatha,
Colombo 10 2473281 / 2473773
Medawachchiya
No. 82/C, Jaffna Road, Medawachchiya 025-2245383/F-025-2245384
Meegoda Meegoda Economic Centre Complex, Old
Road, Meegoda 2830820 / 2830817
Moneragala No. 94/3, New Bus Stand, Moneragala 055-2276212 / 21 / 164
Maharagama No. 134 B, High Level Road, Maharagama 2841997-9
Mahiyanganaya No. 13, Kandy Road-South, Mahiyanganaya 055-2258112/3/4
Malabe No 11, Athurugiriya Road, Malabe 4547400 / 2560403
Millenium Branch Seylan Towers, No 90, Galle Road,
Colombo 03 2456135/ 2456141
Mount Lavinia No. 198, Galle Road, Ratmalana 2731266-7 / 4213194
Minuwangoda No. 40, Cargills Building, Colombo Road,
Minuwangoda
011-2299004 / 011-2294199
F 011-2299005
Manampitiya No. 9/B, Main Street, Manampitiya 027-2224455
Mannar No. 54, Main Street ,Ward No.5, Mannar 023-2223241-3
Moratuwa No. 433, Galle Road, Rawathawatte,
Moratuwa 011-2655555
Manipay No. 103, Jaffna Road, Manipay 021-2255526 / 021-2256245 /
F-021-2255527
Mirigama No. 70/1, Giriulla Road, Mirigama 033-2273001-2
Matara No. 45, Dharmapala Mawatha, Matara 041-2221181-2 / 2222393
Matugama No.121, Agalawatta Road, Matugama 034-2247544-5 / 034-4931350
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66
Matale No. 166-168, Main Street, Matale 066-2223241-2 / 4460123
Moratumulla No.242 (330 & 330/1), De soysa Road,
Moratumulla, Moratuwa
0011-2652084 / 011-2652094 /
F 011-2652085
Mullativu P.W.D. Road, Mullativu 021-2290065/2290066
Mawathagama No. 69/A, Kurunegala Road, Mawathagama 037-2298666 / F-037-2296366
Mawanella No. 1/3, Court Rd, Mawanella 035-2246007 / 2246988
Nochiyagama No.411, Puttalam Road, Nochiyagama 025-2257220 / F-025-2257324
Negombo No. 141, Rajapakse Braodway, Negombo 031-2224334/6 / 2233054
Nelliyady No. 149, Point Pedro Road, Nelliady 021-3205961-3
Nittambuwa No. 195/1, Colombo Road, Nittambuwa 033-2295270-1
Nawalapitiya No. 02, Baily Road, Nawalapitiya 054-2222056-7 / 2222018
Nuwara Eliya No. 48, Park Road, Nuwara Eliya 052-2223026 / 2234338
Narammala No. 150, Kurunegala Road, Narammala 037-2248764/5/45
Nugegoda No. 211, High Level Road, Nugegoda 2811180-1 / 2809955
Nawala No. 48/A, Narahenpita Road, Nawala 2806727 / 2807329
Old Moor Street No. 315-317, Old Moor Street, Colombo 12 011-2447537 / 2447539
Pelmadulla No 17, Galwatta Road, Pelmadulla 045-2275034 / 2275625
Pettah No. 96, Main Street, Colombo 11 2337823-5 / 2441471
Pitakotte No. 143A, Pagoda Road, Pitakotte 0112827871–2 / F 0112827873
Pallekele Kandy Industrial Park, BOI, Pallekele 081-2423958 / F-081-2423135
Piliyandala No. 07, Old Road, Piliyandala 2604982-3
Panadura No. 401, Galle Road, Panadura 038-2233172-3 / 2238355
Polonnaruwa Lake View Building, Polonnaruwa 027-2223168-9 / 2224590
Pussellawa No.429, Nuwara Eliya Road, Pussellawa 081-2478131 / 2 / 5
Puttalam No. 14, Kangani Kulam Street, Puttlam 032-2265194 / 2265580
Raddalugama No. 171, National Housing scheme,
Raddolugama 2292778/ 2292252
Rideegama No.02, Dodangaslanda Road, Rideegama 037-2252690,037-2252691,
F-037-2252692
Ratnapura No.06, Goodshed Road, Ratnapura 045-2225801-2
Ranpokunagama No. 01, Maduwegedara, Nittambuwa 033-2282242 / 033-2283266 /
F 033-2282241
Ruwanwella No. 88, Main street, Ruwanwella 036-2267446 / 2267445
Sarikkalimulla No. 97, Old Galle Road, Sarikkamulla,
Panadura 038-42828445
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Soysapura No. 05, Angulana Junction, Katubedda,
Moratuwa
011-2622756 / 2623939 /
5524673
Trincomalee No. 289, Central Road, Trincomalee 026-2227701-2 / 222277704
Thalawakele No. 10, Kotmale Road, Thalawakele 052-2258635
Tissamaharama No. 169, Kachcheriyagama, Hambantota
Road, Tissamaharama 047-2237161 / 2 / 3
Udappu Division No 6, Main Street, Udappu. 032-2258830 / 34
Veyangoda No. 95, Negombo Road, Veyangoda 033-2295050-1 / 033-2295051
Vavuniya No. 45, 2nd
Cross Street , Vavuniya 024-2222633-4 / 2220077
Wadduwa No. 14, Station Road, Wadduwa 038-2294672, 038-2294205
F-038-2294325
Wellawatte No. 30, Galle Road, Colombo 06 2593405/4510030
Wijerama No. 525, Highlevel Road, Wijerama
Junction, Gangodawila, Nugegoda
011-2803001 / 011-2803154 /
F-011-2803155
Warakapola No. 192, Main Street, Warakapola 035-2267628-9 / 2267100
Welimada No. 107, Nuwara Eliya Road, Welimada 057-2245617 / 2244628
Weliweriya No. 477/20/15 Edwin Estate, Main Street,
Weliweriya 033-2255291 / 4814717
Wattala No. 276, Negombo Road, Wattala 4814717 / 2946266
Yakkala No. 184,Kandy Road, Yakkala 033-2226378 / 2227014
Yatiyantota No. 51/1/2, Ginigathhena Road, Yatiyantota 036-2271480 / F 036-2271481
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ANNEXURE III – CUSTODIAN BANKS
BANK OF CEYLON (HEAD OFFICE)
11th
Floor, No. 04,
Bank of Ceylon Mawatha, Colombo 01
Tel : +94 11 2 448 348, 3 387 42/55,
+94 11 2 544 333, 2 446 790 - 811
BANQUE INDOSUEZ
C/o Hatton National Bank Limited,
Cinnamon Garden Branch,
251, Dharmapala Mawatha, Colombo 07
Tel : +94 11 2 686 537, 2 689 176
COMMERCIAL BANK OF CEYLON PLC
Commercial House,
P O Box 853, 21, Bristol Street, Colombo 01
Tel : +94 11 2 445 010/15, 2 381 93-5, 430 420,
336 700
CITI BANK N.A
65C, Dharmapala Mawatha,
P O Box 888, Colombo 07
Tel : +94 11 2 447 316/8, 2 447 318, 2 449
061, 2 328 526, 4 794 700
DEUTSCHE BANK
P O Box 314,
86, Galle Road, Colombo 03
Tel : +94 11 2447062, 2 438 057
HATTON NATIONAL BANK PLC
HNB Towers,
479, T. B. Jayah Mawatha, Colombo 10
Tel : +94 11 2 664 664
STANDARD CHARTERED BANK
P O Box 112,
37, York Street, Colombo 01
Tel : +94 11 2 4794400, 2 480 000
SAMPATH BANK PLC
110, Sir James Pieris Mawatha, Colombo 02
Tel : +94 11 2 300260, 4 730 630
STATE BANK OF INDIA
16, Sir Baron Jayathilake Mawatha,
Colombo 01
Tel : +94 11 2326133 – 5, 2439405-6,
2447166, 2472097
SEYLAN BANK PLC
Corporate Banking, Level 6, Seylan Towers,
90, Galle Road, Colombo 03
Tel : +94 11 2456789, 4 701812,
4 701819 , 4 701 829
UNION BANK PLC
64A, Galle Road, Colombo 03
Tel : +94 11 234 110, +94 11 2 370 870
NATIONS TRUST BANK PLC
256, Sri Ramanathan Mawatha, Colombo 15
Tel : +94 11 4 313 131
PAN ASIA BANKING CORPORATION
PLC
Head Office , 450, Galle Road, Colombo 03
Tel : +94 11 2 565 565
PUBLIC BANK BERHAD
340, R A De Mel Mawatha, Colombo 03
Tel : +94 11 2576289 / 7 290 200 – 07
