The Peninsula Chittagong

8/10/2019 The Peninsula Chittagong

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. , 21, 2, /,

0211, 0211

2

,

201


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If you have any query abou

PUBLIC OFFERING OF 55,000,000

EACH INCLUDING A PREM

THE

Opening Date for Subscription: Marc

ForOpening Date for Subscription: Marc

GSP Finance Company (Bangladesh)1, Paribagh, Mymensingh Road, Ramna,

EBL Investments Limited

59, Motijheel C/A (1st floor) Dhaka-1000

IDLC Investments Limited

Eunoos Trade Centre, Level # 21, 52-5

Dhaka-1000

CREDIT RATING STATUS

Entity Rating

Validity of Rating

Date of Rating

Outlook

Rated by

Date of Pu

Th

CONSENT OF THE SECURITIES ANTHESE SECURITIES UNDER THE SEXCHANGE COMMISSION (PUBLIC I

THIS CONSENT THE COMMISSIONTHE ISSUER COMPANY, ANY OFCORRECTNESS OF ANY OF THE STRESPONSIBILITY LIES WITH THEOFFICER, ISSUE MANAGER, UNDER

(Best Business Hote

Prospectus | 2

t this document, you may consult Issuer, Issue Manager and

RROOSSPPEECCTTUUSSFor

ORDINARY SHARES OF TK. 10.00 EACH AT AN ISS

UM OF TK. 20.00 PER SHARE TOTALING TO TK. 1,6

Of

ENINSULA CHITTAGONG LIMITED

h 30, 2014 Closing Date for

Non-Resident Bangladeshi (NRB) quota:h 30, 2014 Closing Date for

MANAGER TO THE ISSUE

UNDERWRITERS

LimitedDhaka-1000

Union Capital LimitedNoor Tower (5thFloor), 73, Sonargaon

Swadesh Investment ManagementSuite 01, Level 11 & 15, Unique TradeDhaka-1215

3, Dilkusha C/A,LankaBangla Investments Limited

Eunoos Trade Centre, Level # 21, 52-Dhaka-1000

Long Term Sh

AA3

June 30, 2014Expiry date of res

June 30, 2014

September 12, 2013

Positive

Credit Rating Agency of Bangladesh Limite

blication of the Prospectus: February 25, 2014

e Issue shall be placed in N Category

D EXCHANGE COMMISSION HAS BEEN OBTAINED TOCURITIES AND EXCHANGE ORDINANCE, 1969 AND

SSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERS

OES NOT TAKE ANY RESPONSIBILITY FOR THE FINITS PROJECTS OR THE ISSUE PRICE OF ITS SECTEMENTS MADE OR OPINION EXPRESSED WITH REISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFIRITER AND/OR AUDITOR.

LANKABANGLA INVESTMENTS LIMITEDEunoos Trade Centre, Level # 21, 52-53, Dilkusha C/A,

l in Town)

The Peninsula Chittagong Limi

Bulbul Center, 486/B O.R. Nizam RoadCDA Avenue, Chittagong 4100Tel: +88 031 2850860-9 (10 lines auto-huFax: +88 (031) 624385, 632506Email : [email protected]: www.peninsulactg.com

Underwriters

E PRICE OF TK. 30.00

50,000,000.00

Subscription: April 03, 2014

Subscription: April 12, 2014

oad, Dhaka-1205

imitedentre, 8, Panthapath,

53, Dilkusha C/A,

rt Term

ST-1

ective credit facilities or

whichever is earlier

(CRAB)

THE ISSUE/OFFER OFTHE SECURITIES ANDTOOD THAT IN GIVING

NCIAL SOUNDNESS OFURITIES OR FOR THEGARD TO THEM. SUCHER/CHIEF FINANCIAL

Dhaka-1000

ted

ting)


3/113

AVAILA

Prospectus of The Peninsula ChittagIssue, the Underwriters and the St

The Issuer:

Institution

The Peninsula Chittagong LimitBulbul Center, 486/B O.R. Nizam RCDA Avenue, Chittagong 4100

The Manager to the Issue

Institution

LankaBangla Investments LimitEunoos Trade Centre, Level # 21, 553, Dilkusha C/A, Dhaka-1000

Underwriters to the Issu

Institution

LankaBangla Investments LimiEunoos Trade Centre, Level # 21,53, Dilkusha C/A, Dhaka-1000

GSP Finance Company(Bangladesh) Limited1, Paribagh, Mymensingh Road,Ramna, Dhaka-1000

Union Capital LimitedNoor Tower (5thF loor), 73, Sonarg

Road, Dhaka-1205Swadesh Investment ManagemLimitedSuite 01, Level 11 & 15, Unique TrCentre, 8, Panthapath, Dhaka-1215

IDLC Investments Limited

Eunoos Trade Centre, Level # 21,53, Dilkusha C/A, Dhaka-1000

EBL Investments Limited59, Motijheel C/A (1st floor) Dhaka-1000

Stock Exchanges:

NameDhaka Stock Exchange Limited9/F Motijheel C/A, Dhaka-1000

Chittagong Stock Exchange LimiCSE Building, 1080, Sheikh Mujib RCTG-4100

Prospectus is also available on thLankaBangla Investments Limite(www.dsebd.org), CSE (www.cseExchange Commission (BSEC) for r

Auditor:

Name

Hoda Vasi Chowdhury & Co.

Chartered Accountants

Prospectus | 3

ILITY OF PROSPEC

ong Limited may be obtained from the Issuer Compack Exchanges as follows:

Contact Person

dad,

Mr. Mohammad Nurul AzimCompany Secretary and CFO

Tel: +88 03auto-huntinFax: +88 (0E-mail:acctmgnr@p

:

Contact Person

ed2-

Mr. M Shakil Islam BhuiyanChief Executive Officer

Tel: 711358E-mail:shakil.bhuiyinvestments.

:

Contact Person

ted52-

Mr. M Shakil Islam BhuiyanChief Executive Officer

Tel: 711358E-mail:shakil.bhuiyinvestments

Mr. Toaha MuhammadGM & Chief Operating Officer

(MBU)

Tel: 967430E-mail: toah

onMr. Tauhidul Ashraf, FCS

SVP & Company Secretary

Tel: 966288

E-mail: tauh nt

deMr. Mamun AhmedManaging Director

Tel: 01713-Email: mam

52-Mr. Md. Moniruzzaman, CFA

Managing DirectorTel: 957117Email: mza

Mr. Md. Tanvir HashemAssistant Manager

Tel: 711897Email: tanvi

Available At

DSE Library Tel: 02 717

tedoad, CSE Library

Tel: 031-71Tel: 031-72

e websites of The Peninsula Chittagong Limited(w d (www.lankabangla-investments.com), BSEC (w

d.com) and Public Reference room of the Bang ading and study.

Address

Delwar Bhaban-4thfloor, 104Agrabad C/A, Chittagong-4100.

Tel: +88- 0Fax: +88 (0Email : hvc

TUS

ny, the Manager to the

Contact2850860-9 (10 lines

)1) 624385, 632506

eninsulactg.com

Contact

, Fax: 7115756

[email protected]

Contact

5, Fax: 7115756

[email protected]

6, Fax: [email protected]

8, Fax: 8616878

[email protected]




Contact

705-9

632-3871-3

ww.peninsulactg.com),ww.sec.gov.bd.), DSEladesh Securities and

Contact

1 -716305 & 7233911) 2512485globalctg.net


4/113

Forward-Looking Statements

Statutory Conditions

Disclosure in respect of issuance of

Conditions under 2CC of the Securiti

General Information

Declarations and Due Diligence

Issuers Absolute Responsibility

Declaration about the responsibility

Consent of Director(s) to serve as D

Declaration about filing of Prospectu

Declaration by the Issuer about the

Declaration by the Issue Manager a

Due Di ligence Certi ficate of the Man

Due Diligence Certificate of the Und

Risk Factors and Managements

Issue Size and Purpose of IPO

Capital Structure

Use of Proceeds from IPO

Schedule of Implementation

Expansion of the project and tentati

Information about the Company

Company Profile

Nature of Business

Competitive Strengths

Competitive Strategies

Principal Products and Services

Products/Services that account for

Associates, Subsidiary/related HoldiDistribution of Products/Services

Competitive Condition of Business

Sources and availabi lity of Raw Mat

Sources of and requirement for Pow

Customers providing 10% or more

Description of Contracts with Princip

Number of Employees

Production/Service rendering Capaci

Description of Any Material Patents,

Description of Property

Location and Description of Property

Plan of Operation & Discussion oInternal & External Sources of Cash

Material Commitments for Capital E

Causes of Material Changes from pe

Seasonal aspects of the Companys

Known Trends, Events, Uncertaintie

Change in Assets of the Company u

Loan taken from or given to Holding

Future Contractual Liabilities

Future Capital Expenditures

VAT, Income Tax, Customs Duty or

Operation Lease Agreements during

Financial Lease Commitments durin

Personnel related Schemes

Estimated Expenses Related to IPORevaluation of Companys Assets

Transaction between Subsidiary/Ass

Auditors Certificate regarding any

Declaration regarding Suppression o

Prospectus | 4

ABLE OF CONTENTSParticulars

security in DEMAT form

ies And Exchange Ordinance, 1969

ertificates

of Director(s), including the CEO of the issuer compan

irector(s)

s with the registrar of Joint Stock Companies and Fir

approval from BSEC for any material changes

out the approval from BSEC for any material changes

ager to the Issue

rwriter(s)

erception about Risks

ve time schedule

ore than 10% of the Companys total revenue

ng Company and their core areas of business

rials and Principal Supplier

er, Gas and Water or any other utilities

evenues

al Suppliers/Customers

ty and Current Utilization

Trademarks, Licenses or Royalty Agreements

f Financial Conditions

penditure

riod to period

business

ed to Pay-off liabilities

/Parent Company or Subsidiary Company

other Tax Liability

the Last Five Years

the Last Five years

ociate/Holding Company and the Issuer

llotment of Shares

f Material Information

Page

8

9-12

9

9

12

13-14

13

y 13

13

s 13

13

14

14

14

15-17

18-19

18

18

19

19

20-26

20

20

20

21

22

24

2424

25

26

26

26

26

26

26

27

28

28

29-3329

29

30

30

30

30

30

31

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31

3233

34

34

34


5/113

Information regarding Directors

Directors of the Company

Information regarding Directors and

Directors Involvement in other Org

Family relationship among Directors

Profiles of the Directors

Credit Information Bureau (CIB) Re

Descript ion of top Executives and HInvolvement of Directors and Office

Certain Relationships and Related T

Executive Compensation

Options granted to Directors, Office

Transactions with the Directors and

Tangible Assets per Share

Corporate Governance Complian

Ownership of Companys Securit

Shareholding Structure

Allotment History

Shareholding of 5% or more of the

Securities of the Company owned bas Group

Features of IPO

Determination of Offering Price

Market for the Securities being Offe

Declaration about Listing of Shares

Trading and Settlement

Description of Securities Outstandin

Debt Securities

Allotment, Subscription & Marke

Lock-In Provision

Refund of Subscription Money

Subscription by and Refund to Non-Availability of Securities

Application for Subscription

Plan of Distribution

Underwriting of Shares

Principal Terms and Conditions of U

Commission for the Underwriters

Relationship of Officers or Directors

Allotment

Material Contracts and Corporat

Material Contracts

Manager to the Issue

Commission to the Bankers to the I

Corporate Directory

Bankers to the Issue

Auditors Report & Financial Sta

Auditors Report to the Shareholder

Financial Statements of the year en

Additional Disclosures on the Fin

Historical Financial Performance(Auditors Report in compliance with

Auditors Report on Ratio Analys

Credit Rating Report

Application Forms

Application for Investors Other than

Application for Non-Resident Bangla

Application for Affected Small Inves

Prospectus | 5

and Officers

Directorship

nizations

and top 5 Officers

ort

ads of Departmentsrs in certain Legal Proceedings

ansactions

s and Employees

Subscribers to the Memorandum

e

ies

ompanys Securities

the Directors, top ten Salaried Officers and all other

ed

ith Stock Exchange(s)

g or being Offered

esident Bangladeshis (NRB)

derwriting Agreement

of the Underwriter(s) with the Member of Board

Directory

sue

ements

of The Peninsula Chittagong Limited

on June 30, 2013

ancial Statements

the section 135 of the Companies Act, 1994)

is

Non-Resident Bangladeshi(s)

deshi(s)

ors

35-41

35

35

35

36

36-38

38

3939

40

40

41

41

41

42-46

47-48

47

47

48

Officers48

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51

51

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5353

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90

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110-111

112-113


6/113

DEFINITION AND ABUSED IN THE PROSPGeneral Terms

Terms

The Company

/TPCL/the Issuer

The Penins

1994 haviRoad, Pant

LBIL

/the Issue Manager

LankaBang

1994,carri

and Portfol

(Level # 2

Company Related Terms

Terms

Articles / Articles of

Association / AOAArticles of

Auditor / Statutory

Auditor

The statut

Accountan

Board / Board of

Directors / the Board

The board

the contex

Director(s) / theDirectors

The direct

Employee (s) Employees

Equity Shares/Shares/ Security (s)

Equity Shacontext ot

Executive Director (s) Managing

Key Management

PersonnelKey Manag

Memorandum /Memorandum of

Association / MOA

Memorand

Promoters/ Sponsors/Subscriber to thememorandum

The persondisclosed iProspectus

Registered OfficeThe regist69/1 Gree

Stock Exchange (s) Unless the

Issue Related Terms

Terms

Allotment of Shares /Allotment/ Allotted /Letter of Allotment

Unless theto this Iss

Allottee The succes

Applicant (s)Any prospProspectus

Application Form(s) /Application

The Form iCompany

Banker(s) to theIssue

Banker todeposited.

BO Account Beneficial

IPO Initial Publi

CRAB Credit Rati

Issue / Issue Size /Public Issue /Offering

The Publicof Tk. 30/-1,650,000,

Issue Price/Offer Price/Offering Price

The priceProspectuscontext ot

NRB Non-Resid

Prospectus | 6

REVIATION WORDS AND TECHCTUS

Description

ula Chittagong Limited, a company incorporated und

g its Registered Office at 8A, Chandrashila Suvastu T hapath, Dhaka-1205.

la Investments Limited, a company incorporated und

es on the business as Merchant Bank as defined in th

io Manager Rules, 1996 having its Registered Office

1), 52-53, Dilkusha C/A, Dhaka-1000.

Description

ssociation of the Company, unless the context other

ry auditor of the Company; Hoda Vasi Chowdhury &

s, Delwar Bhaban-4th floor, 104 Agrabad C/A, Chitta

of directors of the Company or a duly constituted co

otherwise specified.

r(s) of the Company, unless the context otherwise s

of The Peninsula Chittagong Limited

res of the Company of the face value BDT 10 each, ferwise specified.

irector or Whole Time Director(s) of the Company.

ement Personnel of the Company.

m of Association of the Company, unless the contex

s and entities constituting the promoter group of thethe chapter titled Ownership of the Companys Sec

red office of the Company, located at 8A, ChandrashiRoad, Panthapath, Dhaka-1205.

context requires otherwise, refers to DSE Limited &

Description

context otherwise requires, means the allotment of Ee to successful applicants.

sful applicant to whom the Shares have been allotted ctive investor who makes an application for Shares i

n terms of which the applicant shall apply for the Equ

he Issue with whom the subscription amount for the

wners Account

ic Offering

ng Agency of Bangladesh

Offering of 55,000,000 Ordinary Shares of Tk. 10/- eeach including a premium of Tk. 20.00 per share tot000/-

t which the Ordinary Shares are being issued by thebeing BDT 30/- (including a premium of BDT 20/-)erwise specified

nt Bangladeshi

ICAL TERMS

r the Companies Act,

ower, 69/1 Green

er the Companies Act,

e Merchant Banker

t Eunoos Trade Centre

wise specified.

Co., Chartered

gong-4100.

mittee thereof, unless

ecified.

lly paid-up, unless the

otherwise specified

Company andurities of this

la Suvastu Tower,

SE Limited

quity Shares pursuant

terms of this

ity Shares of the

Public Issue can be

ach at an issue priceling to Tk.

Company under thiser Share unless the


7/113

SND Account Short Noti

Subscription Application

Underwriter (s)The UnderBSEC on Fi

Technical / Industry Related Te

TermsADR Average D

ARR Average R

F & B Food and B

HACCP Hazard An

MICE Meetings, I

RevPAR Revenue P

Conventional Terms / Abbreviat

Terms

A/C Account

AGM Annual Ge

BAS Banglades

BDT/TK. Banglades

BFRS Banglades

BSEC Banglades

CAGR Compound

CDBL Central De

CEO Chief Exec

CIB Credit Info

Commission/

The CommissionBanglades

Companies Act Companies

CSE Chittagong

DSE Dhaka Sto

EGM Extra Ordi

EPS Earnings P

Financial Year / Fiscal

/ FYThe period

FC Account Foreign Cu

GBP Great Brita

ICAB The Institu

Income TaxOrdinance/ ITO

Income Ta

MOU Memorand

N.A. Not Applic

NAV Net Asset

P/E Price-Earni

RJSC Registrar o

Rules Securities

TIN Tax Identif

TPCL The Penins

USD United Sta

VAT Value Add

All other words and expressions usBSEC Rules or the rules and the reto them in such acts or the rulesenactment thereto, as the case ma

Prospectus | 7

e Deposit Account

Money for the Issue

riters who have underwritten this Issue pursuant torm Commitment Basis

rms

Descriptionily Rate

om Rate

everage

lysis and Critical Control Point

ncentives, Conferencing & Exhibitions

r Available Room

ions

Description

eral Meeting

Accounting Standards

i Taka

Financial Reporting Standards

Securities and Exchange Commission

ed Annual Growth Rate

pository Bangladesh Limited

tive Officer

rmation Bureau

Securities and Exchange Commission

Act, 1994 (Act. No. XVIII of 1994)

Stock Exchange

k Exchange

ary General Meeting

r Share

of twelve months ending on June 30 of each year

rrency Account

in Pound

te of Chartered Accountants of Bangladesh

x Ordinance, 1984

m of Understanding

ble

alue

ngs Ratio

f Joint Stock Companies and Firms

nd Exchange Commission (Public Issue) Rules, 2006

ication Number

ula Chittagong Limited

es Dollar

d Tax

d but not defined in this Prospectus, but defined ingulations made there under, shall have the meaningor the regulations made there under or any statutbe.

the provisions of the

he Companies Act, thes respectively assignedry modification or re-


8/113

FORWARD-LOOKI

This Prospectus contains certain fo

be identified by words or phrase

objective, plan, project, wil

important. Similarly, statements tforward-looking statements. All f

expectations subject to risks, uncer

to differ materially from those cont

Actual results may differ materiall

uncertainties. Important factors t

expectations include, but are not li

failure to manage growt

technological development

inability to provide better

failure to maintain and en

inability to control cost rel

unprecedented and challen

political instability or chan

the downturn in the global

the risk of a potential fall i

the integration of compani

the implementation of ne

the Companys substantial

changes in government re

terrorist attacks, civil distu

general economic and bus

local, regional and national

increasing competition in

operates;

changes in laws and regul

the Companys ability to

requirements;

fluctuations in operating c

the Companys ability to a

changes in technology in t

any adverse outcome in le

with respect to product lia

For further discussion of factors th

the section titled Risk Factors andnature, certain market risk disclos

occurs in the future. As a result,

estimated.

Forward-looking statements reflect

of future performance. These stat

turn are based on currently availa

forward-looking statements are ba

and the forward-looking statement

Directors, the Issue Manager nor

revise any statements reflecting ci

underlying events, even if the undinvestors in Bangladesh are inform

permission by the Designated Stoc

Prospectus | 8

G STATEMENTS

rward-looking statements. These forward-looking st

s such as aim, anticipate, believe, expect,

ll, will continue, will pursue or other words

at describe the Companys strategies, objectives,rward-looking statements are based on proposed

tainties and assumptions about the Company that co

mplated by the relevant forward-looking statement.

from those suggested by the forward-looking stat

hat could cause actual results to differ materially

ited to, the following:

h and scalability or adapt to industry trends, co

s;

roducts or services than the competitors;

ance awareness of the brand;

ted to the service;

ging economic conditions; and

e in economic liberalization and deregulation policies

economy and the risk of a protracted recession;

export;

es or business acquired by the Company;

projects, including future acquisitions and financings

indebtedness and ability to meet its debt service obli

ulation;

rbances, regional conflicts, accidents and natural dis

iness conditions in the markets in which the Compa

l economies;

or other factors affecting the industry segments i

tions relating to the industries in which the Company

eet its capital expenditure requirements or increase

sts and related impact on the financial results of the

tract and retain qualified personnel;

e future;

gal proceedings in which the Company is or may bec

ility claims.

t could cause the actual results to differ from the e

section titled Information about the Company of tres are only estimates and could be materially differ

actual gains or losses could materially differ from

the current views as on the date of this Prospectus a

ments are based on the Managements beliefs and

le information. Although TPCL believes the assump

ed are reasonable, any of these assumptions could

based on these assumptions could be incorrect. Nei

ny of their respective affiliates have any obligation

ircumstances arising after the date hereof or to re

rlying assumptions do not come to fruition. The Cod of material developments until the time of the gra

Exchange(s).

Section: I

tements generally can

estimate, intend,

or phrases of similar

lans or goals are alsoplans, estimates and

ld cause actual results

ments due to risks or

from the Companys

nsumer behavior and

.

;

gations;

sters;

ny operates and in the

n which the Company

operates;

in capital expenditure

Company;

me involved including,

pectations, please see

is Prospectus. By theirent from what actually

those that have been

nd are not a guarantee

assumptions, which in

ions upon which these

rove to be inaccurate,

ther the Company, the

o update or otherwise

lect the occurrence of

pany will ensure thatt of listing and trading


9/113

SSTTAATTUUTTOORRYYCCOONNDD

Disclosure in Respect of I

As per provision of the Depositordematerialized condition. All tra

Bangladesh Ltd. (CDBL) systemdematerialized form only.

Conditions under 2CC of t

1.

The company shall go for Inian issue price of Tk. 30.001,650,000,000.00 (One HuCommission (Public Issue) Rul

2.

The abridged version of the pin 4 (Four) national daily newissuance of the consent lett

Securities and Exchange ComCommission, stock exchangeissuance of this letter and ssubmit to BSEC, the stock exprospectus in MS -Word for

3.

Sufficient copies of prospectumay receive one. A notice shwith the offering, informing tthat copies of prospectus mapplication shall indicate in btaken from any person, in copublished.

4.

The company shall submit 40

Exchange Commission for offithe abridged version of the pr

5.

The issuer company and the iof the prospectus and relevanof the abridged version of thalso ensure sending of the prthe said Embassies and MissiService (EMS) of the postalBSEC jointly by the issuer adispatch of the prospectus an

6. The paper clipping of the publabove, shall be submitted to

7.

The company shall maintain sand shall also open ForeignResident Bangladeshis (NRBs)in the prospectus. The compthese accounts after refundBangladeshi citizens stayingvalid Bangladeshi passport)Bangladesh Embassy to the ef

8. The issuer company shall apworking days from the datprospectus with all exhibits, a

9.

The following declaration shall

Declaration about Listing

None of the stock exchange(closure of subscription, anyrefund the subscription moneexchanges, or from the date

Prospectus | 9

IITTIIOONNSS

ssuance of Security in DEMAT Form

y Act, 1999 and regulation made there under, shnsfer/transmission/splitting will take place in th

and any further issuance of shares (rights/bon

he Securities and Exchange Ordinance

PARTA

ial Public Offer (IPO) for 55,000,000 Ordinary Sharper share including a premium of Tk. Tk. 20.00dred Sixty Five Crore) only following the Sec

les, 2006, the Depository Act, 1999 and regulations

rospectus, as approved by the Commission, shall bespapers (two in Bangla and two in English), within 5er. The issuer shall post the full prospectus, vett

mission, in the issuers website and shall also put, and the issue manager, within 5 (Five) workingall remain posted till the closure of the subscriptiohanges and the Issue manager a diskette containinat.

shall be made available by the issuer so that any peall be placed on the front of the application form dihat interested persons are entitled to a prospectus,y be obtained from the issuer and the Issue manold type that no sale of securities shall be made, nnection with such sale until twenty five days after t

(Forty) copies of the printed prospectus to the Ban

icial record within 5 (Five) working daysfrom thospectus in the newspaper.

ssue manager shall ensure transmission of the prospt application forms for NRBs through email, simultane prospectus, to the Bangladesh Embassies and Misinted copies of abridged version of the prospectus aions within 5 (Five) working days of the publicatioepartment. A compliance report shall be submittedd the Issue manager within 2 (Two) working daysthe forms.

ished abridged version of the prospectus, as mentiohe Commission within 24 hours of the publication th

eparate bank account(s) for collecting proceeds of thCurrency (FC) account(s) to deposit the applicatifor IPO purpose, and shall incorporate full particular

any shall open the above-mentioned accounts for Iof over-subscription money. Non-Resident Bang

broad including all those who have dual citizenshipor those, whose foreign passport bear a stampfect that no visa is required for traveling to Banglade

ply to all the stock exchanges in Bangladesh for liof issuance of this letter and shall simultaneou

s submitted to BSEC, to the stock exchanges.

be made by the company in the prospectus, namely:

of Shares with the stock exchange (s):

), if for any reason, grants listing within 75 (Seven llotment in terms of this prospectus shall be void

y within 15 (Fifteen) days from the date of refusalf expiry of the said 75 (Seventy Five) days, as the ca

SSeeccttiioonn::IIII

ares will be issued ine Central Depository

s) will be issued in

, 1969

s of Tk. 10.00 each atper share worth Tk.

urities and Exchangeade there under.

published by the issuer(Five) working days ofd by the Bangladesh

on the websites of thedays from the date ofn list. The issuer shallthe text of the vetted

rson requesting a copystributed in connectionif they so desire, and

ager. The subscriptionor shall any money bee prospectus has been

gladesh Securities and

date of publication of

ctus, abridged versioneously with publicationsions abroad and shalld application forms todate by Express Mailin this respect to thefrom the date of said

ed at condition no. 2reof.

e Initial Public Offeringon money of the Nons of said FC account(s)O purpose; and closeladeshi (NRB) means(provided they have a

from the concernedsh.

sting within 7 (Seven)sly submit the vetted

: -

ty Five) days from thend the company shallor listing by the stockse may be.


10/113

In case of non-refund of thethe company, in addition to tsubscription money, with intesubscribers concerned.

The Issue manager, in addimentioned conditions and sh

days of expiry of the aforesai

10.

The subscription list shall beof the publication of the aconsecutive banking days.

11.

A non-resident Bangladeshi sbank payable at Dhaka, ormaintained in Bangladesh or iconcerned bank, for the valuPayee only. The NRB applicathe subscription so as to reApplications received by thepurpose.

12.

The company shall apply theSonali Bank Ltd, which shallsubscription for the purposeapplicable.

13.

The Company and the issueof NRBs and other non-Bangl

14.

Upon completion of the perioprovide the Commission and(Five) working days, in respec

a. Total number of securib.

Amount received fromc. Amount of commissio

15.

The issuer and the issue manlist of valid and invalid applicfinal status of subscriptionsubscription along with bankand invalid applicants shall bparticulars thereof.

16.

The IPO shall stand cancellethan 5 (Five) weeks from the

a. Upon closing of the suof under subscriptiorequirement as specifi

b. At least 50% of the IP

17.

20% of total public offerinshall be reserved for non-rinvestment schemes registsubscription by the gener10% categories mentionepublic category and, if afcategory, the issuer and tthe applicants added toget

18.

All the applicants shall first b6,000/- (Taka Six Thousaheld amongst the applicantsapplication money. In case ofissuer and the Issue manageeach category separately in

applicants, if there be any.

19. An applicant cannot submother jointly with anotherapplications will be treate

Prospectus | 10

subscription money within the aforesaid 15 (Fifteen)e issuer company, shall be collectively and severallyest at the rate of 2% (Two Percent) per month abov

tion to the issuer company, shall ensure due coll submit compliance report thereon to the Commi

fifteen days time period allowed for refund of the su

pened and the sale of securities commenced after 2ridged version of the prospectus and shall rema

hall apply either directly by enclosing a foreign dethrough a nominee by paying out of foreign curn Taka, supported by foreign currency encashment ce of securities applied for through crossed bank chnts shall send applications to the issuer company wiach the same to the company by the closing datcompany after the above time period will not be c

spot buying rate (TT clean) in US Dollar, UK Poune mentioned in the Prospectus, as prevailed on theof application of the NRBs and other non-Bangl

anager shall ensure prompt collection/clearance ofdeshi(s), if applicable, for allotment of shares.

of subscription for securities, the issuer and the issuhe stock exchanges with the preliminary status of tht of the following matters, namely: -

ities for which subscription has been received;the subscription; andpaid to the bankers to the issue.

ager shall jointly provide the Commission and the stnts (i.e. final status of subscription) in electronic fo

to the Commission within 3 (Three) weeks aftstatement (original), branch-wise subscription statee finalized after examination with the CDBL in resp

and the application money shall be refunded immdate of the subscription closure), if any of the followi

bscription list it is found that the total number of valincluding the number of the underwriter) is le

ed in the listing regulations of the stock exchange(s)O is not subscribed.

g shall be reserved for wZMz wewbqvMKvix, 10% ofesident Bangladeshi (NRB) and 10% for mutualered with the Commission, and the remaining 6l public. In case of under-subscription under

d above, the unsubscribed portion shall be aer such addition, there is over subscription ie managers to the issue shall jointly conduct

her.

treated as applied for one minimum market lot ofd only). If, on this basis, there is over subscriptiollocating one identification number for each applicatover-subscription under any of the categories mentishall jointly conduct an open lottery of all the appli

resence of representatives from the issuer, the st

it more than two applications, one in his/herperson. In case an applicant makes more thand as invalid and will not be considered for al

days, the Directors ofliable for refund of thee the bank rate, to the

pliance of the abovession within 7 (Seven)

bscription money.

(Twenty Five) daysin open for 5 (Five)

and draft drawn on arency deposit accountertificate issued by theque marking Accounthin the closing date ofe plus 9 (Nine) days.nsidered for allotment

d Sterling and Euro ofdate of opening of thedeshi persons, where

he foreign remittances

e manager shall jointlye subscription within 5

ck exchanges with them in 2 (Two) CDs ander the closure of thement. The list of validct of BO accounts and

ediately (but not laterg events occur:

id applications (in cases than the minimumconcerned; or

total public offeringfunds and collective

0% shall be open forany of the 20% andded to the generalthe general public

n open lottery of all

200 shares worthTk., then lottery shall beion, irrespective of theioned hereinabove, thecations received underck exchanges and the

own name and thetwo applications, alllotment purpose. In


11/113

addition, 15% (fifteen) ofbalance amount will be ref

20. The applicant shall provide

in the BO account of the ap21.

The applicants who havetheir application will not b

subscription money too.

22.

Lottery (if applicable) shall be

23.

The company shall issue sharthe date of the subscription clmade in the currency in whicthrough direct deposit to thewarrants with bank accountforms payable at Dhaka/ Chsubject to condition no. 19 an

Refund money of the unsuccewho have chosen the option iany other banks mentioned in

A compliance report in this redate of closure of subscription

24. The company shall furnish

simultaneously in which the s

25. In the event of under-subscritaken up by the underwriter(take up the underwritten sharshare money within 15 (Fifunderwriting fee with the Issu

26. All issued shares of the issueof 3 (Three) yearsfrom thlater.

Provided that the persons (otwho have subscribed to the sconsent shall be subject to a lcommercial operation, whiche

27. In respect of shares of Sponscustodian bank registered witof the bank shall be furnisheconfirmation thereof from thexchange(s). Or they (sharesin under CDBL system and isand attested by Managing Dirweek of listing of the shSponsors/Directors/Promoters

to this effect to BSEC.

28.

The company shall apply to tof this letter and shall simultwith the stock exchanges.

29.

The Company shall not declended June 30, 2014 before li

1. The Issuer and the Issue Manprospectus is published correcerror/omission, as vetted by th

2.

The issue manager shall carefon the date of publication withthe issuer and the issue manaconcerned, simultaneously encorrecting the discrepancy/inco

Prospectus | 11

the application money will be forfeited by thended to the applicant.

with the same bank account number in the application.

applied for more than two applications usingconsidered for lottery and the Commission wil

held within 4 (Four) weeksfrom closure of the sub

e allotment letters to all successful applicants withinlosing. Within the same time, refund to the unsucces

the value of securities was paid for by the applicanapplicants bank account as far as possible/ Accountumber, banks name and branch as indicated in thittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bograd 21 above.

ssful applicants shall be credited directly to their resn the IPO application forms, as maintained with thethe application.

ard shall be submitted to the Commission within 7 (.

the List of Allotees to the Commission and tares will be listed, within 24 (Twenty Four) hour

ption of the public offering, the unsubscribed portios) (subject to Para -16 above). The issuer must notes within 10 (Ten) days of the closing of subscriptioneen) days of the issuers notice. The underwritee manager, other underwriters, issuer or the sponsor

at the time of according this consent shall be subjedate of issuance of prospectus or commercial oper

er than Directors and those who hold 5% or more shares of the company within immediately precedingock-in period of 1 (One) yearfrom the date of issver comes later.

rs/Directors/Promoters (if in paper format) shall beh BSEC and shall remain till completion of lock in an

to the Commission jointly by the issuer and Issuecustodian bank, within one week of listing of the

of Sponsors/ Directors/ Promoters) can be demateduer will submit a dematerialization confirmation repector of the company along with lock-in confirmatioares with the stock exchange(s). In respectthe issuer will ensure their lock-in of those shares a

e stock exchanges for listing within 7 (Seven) woaneously submit to the Commission attested copies

re any benefit/dividend based on the Financial Ststing of its capital with stock exchange(s).

PARTB

ager shall ensure that the abridged version of thetly and in strict conformity with the conditions ofe Bangladesh Securities and Exchange Commission.

lly examine and compare the published abridged vethe copy vetted by BSEC. If any discrepancy/ inconer shall jointly publish a corrigendum immediately idorsing copies thereof to BSEC and the stock e

nsistency as required under Due Diligence Certificat

Commission and the

lication form as it is

same bank account,l forfeit 15% of their

scription date.

5 (Five) weeksfromsful applicants shall bes without any interest,Payee Cheque/ refund

e securities application, as the case may be

pective bank accounts,ankers to the issue or

Seven) weeks from the

e stock exchange(s)of allotment.

n of securities shall beify the underwriters toon full payment of theshall not share any

group.

ct to a lock-in periodtion, whichever comes

ares in the company),two years of accordinguance of prospectus or

anded over to securitythe name and branch

manager, along with ashares with the stocknd will remain in lock-

ort generated by CDBLwith BSEC within one

f shares other thannd submit a statement

king daysof issuanceof the application filed

atements for the year

rospectus and the fullhis letter without any

rsion of the prospectussistency is found, boththe same newspaperschange(s) concerned,s provided with BSEC.


12/113

3. Both the issuer company and tits abridged version, jointly iabridged version are verbatim

4. The fund collected through Puthat utilization of the said fucheque, pay order or bank draf

5. The Company shall furnish st

affiliated auditors and autheExchanges within 15 (Fifteementioned in the scheduleinconsistency, the Commissionthe issuer has utilized the proc

6. All transactions, excluding pett

7. Proceeds of the Public Offeriprospectus. Any deviation in thMeeting under intimation to BS

8.

Directors on the Companys Bo

9. The financial statements shouland Bangladesh Financial Rep1987.

10. A Compliance Reporton Corand exchange commission notshall be submitted to the Com

1. All the above conditions imposbe incorporated in the prospecthe table of contents, prior to i

2. The Commission may impose fnecessary which shall also be b

1. As per provision of the Depositdematerialized condition. AllBangladesh Ltd. (CDBL) systein dematerialized form only.

An applicant (including NRB) s(BO) account.

2. The company and the issueSecurities and Exchange Comm

GGeenneerraallIInnffoorrmmaattiioonn

LankaBangla Investments Limited,

provided by The Peninsula Chit

Director, Directors and concerned

Directors of The Peninsula Chitt

belief, the information contained h

material facts, the omission of whic

No person is authorized to give any

and if given or made, any such

authorized by the Company or the I

The issue, as contemplated in this

of the Courts of Bangladesh. Forw

implies that the issue is made in ac

laws of that country.

A copy of this Prospectus may be

LankaBangla Investments Limited,traded.

Prospectus | 12

he issue manager shall, immediately after publicationform the Commission in writing that the publishcopies of the same as vetted by the Commission.

blic Offering shall not be utilized prior to listing witd shall be effected through banking channel, i.e. tts etc.

atus report on utilization of Public Offering procee

ticated by the board of directors, to the Comm) daysof the closing of each monthuntil such fontained in the prospectus, and in the eventmay employ or engage any person, at issuers coseds for the purpose disclosed in the prospectus.

y cash expenses, shall be effected through the comp

g shall not be used for any purpose other thanis respect must have prior approval of the shareholdEC and stock exchanges.

ard will be in accordance with applicable laws, rules a

d be prepared in accordance with Bangladesh Accou rting Standards (BFRS) as required by the Securitie

orate Governance Guidelines per the provision of thification no. SEC/CMRRCD/2006-158/134/admin/44ission before 07 (Seven) working daysof the IP

PART-C

ed under section 2CC of the Securities and Exchangetus immediately after the page of the table of contes publication.

rther conditions/restrictions etc. from time to time ainding upon the issuer company.

PART-D

ory Act, 1999 & regulations made there under, shartransfer/transmission/splitting will take place in t

and any further issuance of shares (Including righ

hall not be able to apply for allotment of shares wit

anager shall ensure due compliance of all the abission (Public Issue) Rules, 2006.

the Issue Manager, has prepared this prospectus

tagong Limited and also several discussions wit

xecutives of the Company all of which are publicly

agong Limited hereby confirm that to the best o

rein is true and correct in all material respects and

h, would make any statement herein misleading.

information or to make any representation not cont

information or representation must not be relied

ssue Manager.

rospectus is made in Bangladesh and is subject to t

rding this Prospectus to any person resident outside

cordance with the laws of that country or is subject t

obtained from the Head Office of The Peninsula

the Underwriters and the Stock Exchanges where

of the prospectus anded prospectus and its

stock exchanges andhrough account payee

ds, audited by foreign

ission and the Stocknd is fully utilized, asf any irregularity or

t, to examine whether

nys bank account(s).

those specified in theers in the shareholders

nd regulations.

nting Standards (BAS)s and Exchange Rules,

Bangladesh Securitiesdated 07 August 2012

subscription opening.

Ordinance, 1969 shallts, with a reference in

s and when considered

s will only be issued ine Central Depositorys/bonus) will be made

hout Beneficial Owners

ve conditions and the

based on information

Chairman, Managing

vailable. The Board of

f their knowledge and

hat there are no other

ined in this Prospectus

upon as having been

e exclusive jurisdiction

Bangladesh in no way

the jurisdiction of the

Chittagong Limited,

the securities will be


13/113

DDEECCLLAARRAATTIIOONNSSAA

Issuers Absolute Respon

The Issuer, having made all reasocontains all information with regar

that the information contained in tthat the opinions and intentions eomission of which makes this Prosopinions or intentions misleading in

Declaration about the resCompany The Peninsula

This prospectus has been preparedresponsibility for the authenticity adocuments, financial statements, eand confirm, after making all reprospectus have been met and thaany information or statements theadministrative action against any o

We also confirm that full and fair dia well informed decision for invest

Consent of Director(s) to

We hereby agree that we have beeact as Director(s) of the Company.

Declaration about filingCompanies and Firms

A dated and signed copy of the PCompanies and Firms, GovernmentCompanies Act, 1994 on or before

For the IssuerSd/-Mustafa Tahseen ArshadManaging DirectorThe Peninsula Chittagong Limited

Declaration by the IssueExchange Commission fo

In case of any material changescircumstances and statement madprior to its publication shall be incothe approval of the Commission.

For the IssuerSd/-Mustafa Tahseen ArshadManaging DirectorThe Peninsula Chittagong Limited

Sd/-Engineer Mosharraf

HossainChairperson

Mu

Sd/-Engineer Mosharraf

HossainChairperson

Mu

Prospectus | 13

DDDDUUEEDDIILLIIGGEENNCCEECCEERRTTIIFF

sibility

able inquiries, accepts responsibility for, and confirto the Issuer and this Issue, which is material in th

is Prospectus is true, correct and is not misleading ixpressed herein are honestly held and that thereectus as a whole or any of such information or theany material respect.

ponsibility of the Director(s), includinChittagong Limited in respect of the

, seen and approved by us, and we, individually andnd accuracy of the statements made, information gixhibits, annexes, papers submitted to the Commissasonable inquiries that all conditions concerningt there are no other information or documents the orein misleading for which the Commission may takall of us as it may deem fit.

isclosure has been made in this prospectus to enableent.

serve as Director(s)

serving as Director(s) of The Peninsula Chittagong

of Prospectus with the Registrar

rospectus has been filed for registration with the Rof Peoples Republic of Bangladesh, as required undehe date of publication of the prospectus.

r about the Approval from Bangladesany Material Changes

in any agreement, contract, instrument, facts ae in the Prospectus subsequent to the preparationporated in the Prospectus and the said Prospectus s

Sd/-stafa Tahseen ArshadManaging Director

Sd/-Ayesha Sultana

Director

Sd/-ahboob-Ur-RahmanExecutive Director

Sd/-Bilkis Arshad

Director

Sd/-stafa Tahseen ArshadManaging Director

Sd/-Ayesha Sultana

Director

Sd/-ahboob-Ur-RahmanExecutive Director

Sd/-Bilkis Arshad

Director

CCAATTEESSSSeeccttiioonn::IIIIII

s that this Prospectuscontext of this Issue,

any material respect,re no other facts, theexpression of any such

g the CEO of therospectus

collectively, accept fullven in the prospectus,ion in support thereof,this public issue andmission of which make

any civil, criminal or

the investors to make

imitedand continue to

of Joint Stock

egistrar of Joint Stockr Section 138(1) of the

h Securities and

d figures, operationalof the Prospectus andould be published with

Sd/-ustafa Tahir ArshadOverseas Director

Sd/-. Sawakat Hossain

Independent Director

Sd/-ustafa Tahir ArshadOverseas Director

Sd/-. Sawakat Hossain

Independent Director


14/113

Declaration by the IssSecurities and Exchang

In case of any material changescircumstances and statements maprior to its publication, shall be inwith the approval of the Commissio

For Manager(s) to the IssueSd/-M Shakil Islam BhuiyanChief Executive OfficerLankaBangla Investments Limited

Due Diligence Certifica

Subject: Public offer of 55,00each including a prePeninsula Chittagon

We, the under-noted Manager to th

1. We, while finalizing the draftand other materials as relevan

2. On the basis of such examinatiand other agencies, independcontents of the documents and

WE CONFIRM THAT:

a)

the draft prospectus forwardepapers relevant to the issue;

b) all the legal requirements connc)

the disclosures made in the drwell informed decision for inve

For Manager(s) to the IssueSd/-M Shakil Islam BhuiyanChief Executive Officer

LankaBangla Investments Limited

Due Diligence Certifica

Subject: Public offer of 55,00each including a prePeninsula Chittagon

We, the under-noted Underwritecollectively as follows:

1.

We, while underwriting the abprospectus, other documents a

2. On the basis of such examinatiand other agencies, independ

contents of the documents andWE CONFIRM THAT:

a)

all information as are relevaprospectus forwarded to the C

b) we shall subscribe and takewithin 15 (fifteen) days of calli

c) this underwriting commitment i

For Underwriter(s)Sd/-Managing Director/Chief ExecutGSP Finance Company (BangladeshEBL Investments LimitedLankaBangla Investments Limited

Union Capital LimitedSwadesh Investment ManagementIDLC Investments Limited

Prospectus | 14

e Manager about the Approval fre Commission for any Material Cha

in any agreement, contract, instrument, facts ae in the Prospectus subsequent to the preparationorporated in the Prospectus and the said Prospect

n.

e of the Manager to the Issue

0,000 ordinary shares of tk. 10/- each at an ismium of Tk. 20/- per share totaling to tk. 1,6

Limited

e Issue to the above-mentioned forthcoming issue, s

rospectus pertaining to the said issue, have examifor adequate disclosures to the investors; and

ion and the discussions with the issuer company, itsnt verification of the statements concerning objectother materials furnished by the issuer company.

d to the Commission is in conformity with the doc

ected with the said issue have been duly complied wift prospectus are true, fair and adequate to enable ttment in the proposed issue.

e of the Underwriter(s)

0,000 ordinary shares of tk. 10/- each at an ismium of Tk. 20/- per share totaling to tk. 1,6

Limited

(s) to the above-mentioned forthcoming issue,

ovementioned issue on a firm commitment basis, hnd materials as relevant to our underwriting decision;ion and the discussions with the issuer company, itsnt verification of the statements concerning object

other materials furnished by the issuer company.

t to our underwriting decision have been receivemmission has been approved by us;p the un-subscribed securities against the above-g up thereof by the issuer; and

is unequivocal and irrevocable.

ive Officer) Limited

imited

m Bangladeshnges

nd figures operationalof the Prospectus ands should be published

ue price of Tk. 30/-50,000,000/- of The

ate as follows:

ed various documents

directors and officers,s of the issue and the

uments, materials and

h; andhe investors to make a

ue price of Tk. 30/-50,000,000/- of The

state individually and

ve examined the draftanddirectors and officers,

s of the issue and the

by us and the draft

entioned public issue


15/113

RRIISSKKFFAACCTTOORRSS

An investment in shares involves

industry involving both external

investments. Investors should care

risks and uncertainties described brisks described below are not the

operates or Bangladesh. Additional

company currently deems immat

condition. To obtain a complete un

in conjunction with the section title

Financial Conditions of this Prosp

this Prospectus. If any of the risks

and results of operations could b

prospective investors may lose all

legal advisors about the particular c

This Prospectus also contains for

results could differ materially fromfactors, including the consideration

titled Forward-Looking Statements

Unless specified or quantified in th

the financial or other implication

financial information of the Compa

Report & Related Certificates of thi

Investors should carefully conside

external and internal, and man

decision. If any of the following ris

could suffer, the trading price of t

investment.

General Risk

Investments in shares /securities i

Issue unless they can afford to ta

risk factors carefully before taking

investors must rely on their own ex

Risk in relation to the first issue

This being the first public issue of

The face value of the Share is BDT

(as determined by the Company

Features of IPO of this ProspectShares after the Shares are listed

Shares of the Company or regardin

Certain Risks and Management

a. Interest Rate Risk

It refers to the possible changes in

in the market. Increase in interest

This also burdens the company wit

Management Perception

The Peninsula Chittagong Limited d

a great extent, since the rise or fal

borrowed in a conservative way. H

its dues in advance and apply for

consistently repaying its loans and

Prospectus | 15

high degree of risk. The company is operating in

and internal factors having direct as well as i

fully consider all the information disclosed in this Pr

elow, before making an investment decision in theonly ones relevant to the company or its Shares, t

risks and uncertainties, not presently known to th

erial may also impair its business, results of op

derstanding of the Company, prospective investors s

d Information about the Company and Plan of Op

ctus, as well as the other financial and statistical in

described below actually occur, its business, prosp

e adversely affected, the trading price of the Sha

or part of their investment. One should consult his

onsequences to him/her of an investment in this Iss

ard-looking statements that involve risks and un

those anticipated in these forward-looking statemens described below and elsewhere in this Prospectus.

of this Prospectus.

e relevant risks factors below, the company is not i

f any of the risks described in this section. Unless

ny used in this section has been derived from the

s Prospectus.

all of the information in this prospectus, including

gement perceptions enumerated hereunder befor

s actually occur, their business, results of operations

eir equity share could decline, and investors may l

nvolve a degree of risk and investors should not i

e the risk of losing their investment. Investors are

an investment decision in this Issue. For taking a

amination of the Company and the Issue including th

Shares of the Company, there has been no formal

10 and the Issue Price is 3 (three) timesof the fac

in consultation with the Issue Manager) as state

s should not be taken to be indicative of the mar. No assurance can be given regarding an active

the price at which the Equity Shares will be traded

Perception:

the cash flows or future value of a firm due to chang

rate increases the cost of debt of a company in cas

additional financial charges and squeezes the profit

id not borrow funds at flexible rate. This mitigates t

l in the rates will not affect companys earnings. Bes

wever, in case of lower interest rates in the future th

new debts at a lower cost, if required. Moreover,

hus maintaining a good reputation as a borrower.

SSeeccttiioonn::IIVV

a globally competitive

direct effects on the

spectus, including the

ompanys Shares. Thee industry in which it

company or that the

erations and financial

hould read this section

eration & Discussion of

formation contained in

cts, financial condition

es could decline, and

/her tax, financial and

e.

certainties. The actual

s as a result of certainPlease see the Section

a position to quantify

otherwise stated, the

ection titled Auditors

the risk factors, both

e making investment

and financial condition

ose all or part of their

vest any funds in this

advised to read all the

n investment decision,

e risks involved.

arket for the Shares.

value. The Issue Price

in the Section titled

et price of the Equityr sustained trading in

fter listing.

es in the interest rates

of floating rate loans.

of the company.

e interest rate risks to

ides, the company has

e company can pay off

he company has been


16/113

b. Exchange Rate Risk

The possible direct or indirect loss

market value from an exchange rat


Management changes the prices of

the services are offered in US Dolla

in exchange rate on the companys

c. Industry Risk

Industry risks refer to the impact t

industry. Increased competition fr

margins, market share etc. which c


The new entries in the industry do

and development (R&D) to underst

d.

Market RiskMarket risk refers to the risk of ad

The risk mainly arises from falling

the company. On the other hand, s

customer base.


The company has made a strong

service quality, amenities and lu

particularly in the port city Chittago

Strong brand management and qu

in the sector. Moreover, the compa

upgrading the quality of its service

e. Technology-related Risk

These are the risks associated with

Firms are exposed to technology ri

cause technological obsolescence a


The Company has all the state of

hotels. Management is very muc

managing its day to day operation

out by the professionals of the Co

equipment and facilities.

f. Potential or Existing Govern

Government regulations are broa

penalties that are intended to mod

regulatory instruments in Banglade

of information, standards and owne


From the very beginning, the Go

friendly. Besides, Ministry of Touri

adverse changes in the policies ma

of the remarkably emerging secto

industry with adverse policy measu

Prospectus | 16

s in the firms cash ows, assets, liabilities, net pro

e movement.

the companys services according to any change in e

r denominated price. So, this mitigates the risk of an

earnings.

at the country's industrial policy can have on the pe

m foreign and domestic sources can lead to lower

an adversely affect the business.

not pose significant risks as the company continuou

nd the current trends of customer choices and fashi

verse market conditions affecting the sales and prof

demand for the product or service which would ham

trong marketing and brand management can help th

brand image both in the local and international m

ury. Besides, the demand for four or five star

ng is increasing as there are no such hotels to meet

lity services have enabled the company to capture si

ny is expanding its current project for penetrating qui

o an untouchable height.

the use of modern technology in providing services

sks when there are better technologies available in

d negative operational efficiency.

the art facilities and amenities that are considered

keen to adopt new technologies for not only t

s. Furthermore, routine and proper maintenance of

pany ensures uninterrupted service and longer serv

ment Regulations

ly defined as imposition of rules by government,

ify the economic behavior of firms in the private se

sh like taxation, quality assurance, price ceilings, rat

rship ceilings etc.

vernment regulations in the hospitality sector we

m is always in a try to promote this sector for its

y affect not only the Company but also the industry

rs, the Government is very much unlikely to frustr

res.

t and in turn its stock

xchange rate. Besides,

y unfavorable volatility

rformance of a specific

rices, revenues, profit

ly carries out research

ns.

itability of a company.

er the performance of

e company increase its

arkets for its superior

hotels in the country

he increasing demand.

ignificant market share

ickly in the market and

in an efficient manner.

the market which may

as standards for such

e rooms but also for

the equipment carried

ice life for the existing

backed by the use of

tor. There are various

es of return, disclosure

e mostly investment-

shoring up. However,

s a whole. As it is one

ate the growth of the


17/113

g. Potential changes in the glo

Global and national policies have h

is heavily dependent on the politic

have adverse effects on the profita


First of all, the effects of adversorganization. In spite of that, the

future global & national policy ch

companys interest. The reputation,

to take a strong position against su

h. History of non operation, if

Is there any history of the company


The Company has no history of non

operation by its Memorandum &

Government. Besides, the Compan

Management team to make the Co

becoming non-operative of the Com

i. Operational Risk

Operational risk arises from impro

human risk which occurs due to hu


The location of the Hotel premises i

backup and security (CCTV) s

under Premium Insurance covera

damages. Besides, scheduled sec

operational risk.

j. Dividend to the Future Shar

During 30th June 2009 to 30th J

25,00,000 to Tk. 58,01,60,000 thr

2012-13. Thus, surplus earnings o

there is not enough retained earnin


The Company has capitalized itsdividend except the year 2013 whe

the company has consistent profi

shareholders. Again, capitalizing it

company still has an amount of B

upcoming shareholders. Moreover,

thus it is well capable of distributin

the stock exchanges will lessened

certain requirements which may

upcoming years.

Prospectus | 17

bal or national policies

ge impact on the performance of business in any s

l situation, both nationally and globally. Any chang

ility of the business.

e changes in global or national policies are beyoanagement of the company is always concerned a

nges and is ready to respond appropriately and ti

brand value and worldwide customer base will alwa

ch risks.

ny

to have become non-operative?

operation in the past. The Company is an independe

Articles of Association and other applicable laws

ys financial strength is satisfactory. It has very exp

mpany more efficient and stronger in market capturi

pany in future are minimal.

er execution of companys business. This risk can

an error. Operational risk will change from industry

is situated on a flood free Zone. It is equipped wit

stems, which reduces operational risk. Besides,

e in order to get replacement compensation/back

urity check and proper maintenance of the equi

eholders

une 2013 paid up capital of the company has be

ugh issuance of bonus shares and proposed 10% cas

f the company have been distributed to the existin

gs remaining for the upcoming shareholders to declar

arnings time to time from the year 2009 to 2012re the board of directors has recommended cash divi

itability over the years and prosperous dividend

earnings over the years has made it a strong capi

T 90,206,411/- (deducting the proposed cash divi

the company has already established an up-warded

its profit to the shareholders from its current earni

the companys corporate tax rate from 37.5% to

ventually strengthen the dividend paying ability o

ctor. Hospitality sector

in these policies may

d the control of anyout the prevailing and

mely to safeguard the

s enable the company

nt body. It has been in

Implemented by the

erienced Directors and

ng. So, the chances of

lso be summarized as

to industry.

a three-laired power

ll the equipments are

-up for any unwanted

ment also shrink the

n increased from Tk.

h dividend for the year

shareholders as such

e dividend in future;

through issuing stockdend. This depicts that

policy for its ordinary

al base company. The

end) reserved for the

profitability record and

gs. However, listing in

27.5% after full filling

f the company in the


18/113

IISSSSUUEESSIIZZEEAANNDDPP

Capital Structure of the C

Particul

Authorized Capital (Tk. 10 each)

Paid-up Capital as per audited acco

Paid-up Capital before IPO

Initial Public Offer (IPO)**

Total Paid-up Capital after IPO

** The Company has applied to thecapital through Initial Public Offerin

A. USE OF IPO PROCEED

The entire proceeds after meeting t

implementing an extension of the e

The Peninsula ChittagongAirp

Airport.

To meet the increasing demand an

its existing hotel building for grabbi

competitors in comparison to luxur

By having the advantage of being c

comfortable accommodation and b

takes footstep to go for an Airport

investments for establishing hotels

future projects i.e. Chittagong WAS

land reclamation, Strengthening C

Karnafully River Tunnel to KEPZ, et

In Chittagong, there are 5,000 to

buyers come to Chittagong ever

International Standard that ensur

international standard food and mespecially buyers tended not to sta

which takes hours to get to the cit

potential of growth of businesses i

auto re-fueling system already in

demand The Peninsula Chittagong

Control Point) approved Flight Cate

seriously thinking about putting ve

its future Airport Hotel. Chittagon

accommodate. Due to extreme traf

facility with the future airport hotel

GO-GREEN concept more eco frigeneration, water-recycling facility

employed to this hotel which will

features will be added to make thi

and the investors.

Prospectus | 18

UURRPPOOSSEEOOFFTTHHEEPPUUBBLLIICCOOFF

mpany

ars No. of Shares

300,000,000

unts on June 30, 2013 58,016,000

58,016,000

55,000,000

113,016,000

Bangladesh Securities and Exchange Commission fo g of 55,000,000 ordinary shares of Tk. 10 each.

e IPO expenses will be used to expand the business

xisting hotel building and constructing a new five sta

ort Garden Hotel adjacent to the Chittagong Sha

upgrading the quality of its services, the Company

ing a better market share. Business just at the hub

has strengthened its objectivity towards extension.

ountry's premier port city, Chittagong is experiencing

etter hospitality services for businesses including fo

otel. A rise in industrial activities and overseas trad

in Chittagong, the major business city after the c

new water plant, Chittagong City Ring Road, Karnaf

ittagong Sea Port and Deep Sea Port Project, Nav

show the future demand for a luxury hotel at the Ch

6,000 factories in EPZs, International Air Lines etc.

month to place orders to these factories. They

e safety and security along with comfortable acc

dern communication facilities. Due to no hotel in airy in Chittagong overnight and dont like to go throug

. Most of them used to return to Dhaka on evening

n Chittagong in the coming days. With the newly ad

lace more airlines are planning to fly to Chittagong.

is planning to add an ultra modern HACCP (Hazar

ing Kitchen to the future Airport Hotel. Addition to th

y large MICE(Meetings, Incentives, Conferencing,

g city currently lack a good venue where more 5

ic jam and lack of proper space in the city our direct

with bi-level underground parking facility for more th

ndly services will be added and self depended coand many more features will be added. More th

ontribute to the economy. As the project move to

s a unique place for all and additional revenue sour

FFEERRIINNGGSSeeccttiioonn::VV

Amount in BDT

3,000,000,000.00

580,160,000.00

580,160,000.00

550,000,000.00

1,130,160,000.00

r the consent of raising

f the company through

standard hotel named

Amanat International

is planning to expand

f the city with no such

the rising demands for

reign buyers but none

has recently pulled in

pital Dhaka. The near

ully River Dredging and

al Academy upgrades,

ittagong Airport.

and more than 1,000

look for hotels with

ommodation, hygienic

port, many foreigners,h the congested traffic

lights. There is a huge

ded aircraft space and

In order to meet their

d Analysis and Critical

is kitchen directors are

xhibitions) facility into

000 persons could be

rs decided to built this

an 1000 vehicles. With

ncept like wind poweran 300 people will be

ards the reality more

ce for the government


19/113

The Peninsula Chittagong Limit

of Tk. 20 per share Totaling Tk.

Pa

The Peninsula Chittagong -(Extensi

The Peninsula Chittagong Airport

Repayment of Long Term LoanIPO Expenses (Estimated)

B. SCHEDULE OF IMPLEM

Particulars

The Peninsula Chittagong -(Ext

Machineries and equipments

Interior Decoration

Total Project Cost

The Peninsula Chittagong Airp

Land

Land Development & Registration

Civil Works

Machineries and equipments

Interior Decoration

Parking

Kitchen

Laundry

Restaurant

SPA

Swimming Pool

Lift & Generator

Total Project Cost

IPO Expenses (Estimated)

Repayment of Long Term Loan

Total proceeds to be ut

* All the figures are assumed to be

However, The Company has start

already spent Tk. 230,394,385 foraudited financials of the TPCL at thhotel by further bank finance if it gcontinual expansion work will be amentioned in the Use of Proceeds.

Sd/-Managing Director

The Peninsula Chittagong Limite

C.

CONTRACT FOR USE O

As per rule 8B-4(C) of Securitiescovering any of the activities of T

from IPO is to be used except as it i

Prospectus | 19

d is offering each share at an issue price of Tk

1,650,000,000 which will be utilized as per follo

ticulars A

n)

arden Hotel

Total

ENTATION

Amount in BDTApp

I

nsion):

30,250,000.00

39,750,000.00

70,000,000.00

rt Garden Hotel:

396,450,000.00 By

23,500,000.00 By

180,000,000.00

276,000,000.00

284,000,000.00

33,000,000.00

50,000,000.00

26,000,000.00

65,000,000.00

25,000,000.00

13,200,000.00

38,376,766.00

1,410,526,766.00

36,500,000.00

132,973,234.00

ilized 1,650,000,000.00

incurred as near to actual.

d the expansion work of the existing hotel buildin

the construction which was presented as a capitalyear end. Moreover, TPCL will continue the expansi

ets delayed to receive the proceeds from IPO and thjusted or repaid from the IPO proceeds other than

Chief FinThe Peninsula

PROCEEDS:

nd Exchange Commission (Public Issue) Rules, 200e Peninsula Chittagong Limited for which the proce

is mentioned in Material Commitments of Capital Exp

. 30 with a premium

wing schedule:

mount in BDT

70,000,000.00

1,410,526,766.00

132,973,234.0036,500,000.00

1,650,000,000.00

oximate date ofplementation

By April 2014

By May 2014

-

November 2014

November 2014

y March 2016

By June 2016

By June 2016

y March 2016

y March 2016

By April 2016

By April 2016

By May 2016

By June 2016

By June 2016

-

hen applicable.

hen applicable.

-

g during the year and

ork in progress in theon work of the existinge debt arising from thethe loan repayment as

Sd/-ancial OfficerChittagong Limited

6, there is no contracted of sale of securities

enditure.


20/113

IINNFFOORRMMAATTIIOONNAABB

Company Profile

The Peninsula Chittagong Li

The Company has been incorporat1994 vide registration no C-4648renamed as The Peninsula Chittagthe Extra Ordinary General meetinthe same accordingly. The Compan

The Peninsula Chittagong Limited isuperior services combining westelocation. Tourists can discover thiscenter surrounded by famous retail

The registered office of the comPanthapath, Dhaka-1205 and BusiNizam Road, C.D.A Avenue, Chittag

The Company has been converteauthorized capital of the Companyat Tk. 58.01 Crore.

Nature of Business

The Peninsula Chittagong Limited isetting for conferences, meetings,where personalized service is the svenue options to choose from.

Competitive Strengths:

1.

Experienced and Competent

The Chairman and the ManagiManager of the company hasthe head of departments carryworld. The unique strength absince the opening.

2. The only selected hotel for

The Peninsula Chittagong Limiorganizations including InterBangladesh Cricket Board (BCBhotel in Chittagong for Cricket

World Bank and IMO

All UN Bodies

ORBIS International

EPZ / KEPZ Companie

95% Foreign Embassi

Foreign Airlines and S

TPCL is proud to be the only sforeign delegates.

3. Located just at the hub of t

TPCL is situated at the prestigiplace after TPCL opened its dplace as the most expensive rintends to visit. TPCL standscommercial areas and places o

Prospectus | 20

OOUUTTTTHHEECCOOMMPPAANNYY

ited- WHERE HOSPITALITY IS OUR CULT

d as a private limited company on July 25, 2002 un(2961)/2002 in the name of Voyager Bangladeshng Limited on June 07, 2010 vide special resolution(EGM) and Registrar of Joint Stock Companies & Firstarted its commercial operation from February 17,

s situated at the prestigious GEC circle of the Portrn sophistication and Chittagonian hospitality in aunique retreat for business or pleasure just minuteshops, restaurants and corporate offices.

any is located at 8/A, Chandrashila Suvastu Towess Project (4 Star Hotel premises) located at Bulbong 4100, Bangladesh.

d to Public Limited Company on November 30,stands at Tk. 300 Crore (Three Hundred Crore) and

s a hotel based service oriented Company. The Coand corporate events. Participants are treated by aandard. For important events, there is a wide range

Management Team:

g Director of TPCL have strong sense of hospitalityeen working for major international chains for the lwealth of knowledge & experience from the hospitaliut the management is most of the department head

ll international games:

ted has been selected by a number of national anational Cricket Council (ICC), Asian Football Co) for any international games in Chittagong. It was torld Cup 2011. The Hotel is also the number one se

s

s and High Commissions in Bangladesh

ipping companies

lected hotel for all international games and place to

e town:

ous GEC circle of the Port City. GEC circle has becoor in 2006. Many business and offices moved to t

eal estate in the city. One can easily get TPCL in hijust on the very renowned C.D.A. Avenue andtourist interests of the city.

SSeeccttiioonn::VVII

RE

der the companies ActLimited. Later, it wasof the shareholders in

ms, Dhaka & approved2006.

ity; the hotel providesscenic and convenients from the commercial

er, 69/1 Green Road,ul Center, 486/B , O.R

010. At present, thepaid-up capital stands

pany offers a premiergracious environment,of meeting rooms and

tourism. The Generalst 14 years. Specially,ty industry all over theare with the company

international sportingfederation (AFC) ande only selected official

lected venue for:

stay for the all kinds of

e the most happeningis area and made thes way at any place heconnects with all the


21/113

4. The highest rated Star Hote

It is the only Four Star ratecomparable to TPCL at Brand,& friendly service, people in Ch

5. Brand Equity & Heritage:

The Peninsula Chittagong Limialso all over Bangladesh. Mortoday. TPCL became the selectall many international organiza

TPCL strongly believes & valuehotel, it provides services wher

Competitive Strategies:

1. Increasing market share by

To meet the increasing demaexpand its existing hotel buildiwith no such competitors in co

2. Corporate Focused:

No other hotel in Chittagong ibest suited for its corporate clithe whole year except the mcompany has engaged its expcustomers alongside with the c

3. Diversify geographically in t

TPCL at present is more focuindividual clients, which may iis already under process to enland in Pahartali and it is undintends to expand its servicexpansion.

4. Plan of a Five Star Hotel adj

By having the advantage of beifor comfortable accommodatiorise in industrial activities andChittagong, the major businessnew water plant, Chittagong CiChittagong Sea Port and Deepetc show the future demand fo

Huge number of factories inChittagong every month to plathat ensure safety and securifood and modern communicatitended not to stay in Chittagohours to get to the city. Mostaircraft space and auto re-fueliIn order to meet their dema(Hazard Analysis and CriticalAddition to this kitchen the mIncentives, Conferences & Exhigood venue where more 5,00proper space in the city the mlevel underground parking facilservices will be added and self

many more features will be admake this a unique place for all

Prospectus | 21

l in Chittagong town:

d Hotel in Chittagong town. In no way, other hoComfort, Location, Hospitality and Quality. Being froittagong with all over the world enjoy the hospitality.

ed has become very rapidly a household name notover, it is already established as an international bd hotel by ICC, BCB, AFC, UN Bodies & all Embassy

tions because of its unique & personalized service.

CHITTAGONIAN hospitality & its traditions. Being ane the Chittagong people can be proud of.

the expansion of the existing Hotel:

d and upgrading the quality of its services, the C ng for grabbing a better market share. Business jus

parison to luxury has strengthened its objectivity to

s so famous for its corporate amenities. The hotelents and as a result it maintains a high occupancy ronth of Ramadan. However, keeping the ongoingerienced and dedicated marketing team to put theorporate.

o the new locations:

sed on corporate clients and have future plan tocrease its present occupancy rate and ARR of the Hhance its property, and in this regard, the Companr process to acquire land near Airport of Chittagons to Inani Beach, Saint Martin and Bandarban i

acent to the Airport:

ng country's premier port city, Chittagong is experienand better hospitality services for businesses inclu

overseas trade has recently pulled in investments focity after the capital Dhaka. The near future projecty Ring Road, Karnafully River Dredging and land recl

Sea Port Project, Naval Academy upgrades, Karnafulla luxury hotel at the Chittagong Airport.

EPZs, International Air Lines etc. and more thane orders to these factories. They look for hotels withy along with comfortable accommodation, hygienicon facilities. Due to no hotel in airport, many foreigg overnight and dont like to go through the conge

of them used to return to Dhaka on evening flights.ing system already in place more airlines are plannid The Peninsula Chittagong is planning to add anontrol Point) approved Flight Catering Kitchen to th

anagement is seriously thinking about putting verybitions) facility into its future Airport Hotel. Chittago

persons could be accommodate. Due to extremenagement decided to built this facility with the futur

ity for more than 1000 vehicles. With GO-GREENcodepended concept like wind power generation, wat

ed. As the project move towards the reality more fel.

els in Chittagong aret stray here the brand

only in Chittagong butand, since opening tillHigh commission and

international standard

mpany is planning toat the hub of the city

wards extension.

as designed its offerste consistently aroundxtension in mind, theocus on the individual

add more facilities forotel. The management

has already acquiredg city. Moreover, TPCL

near future through

ing the rising demandsding foreign buyers. Ar establishing hotels ins i.e. Chittagong WASAmation, StrengtheningRiver Tunnel to KEPZ,

1,000 buyers come toInternational Standardinternational standard

ners, especially buyersted traffic which takesWith the newly addedg to fly to Chittagong.ultra modern HACCPe future Airport Hotel.large MICE (Meetings,ng city currently lack atraffic jam and lack ofe airport hotel with bi-cept more eco friendlyr-recycling facility and

atures will be added to


22/113

Principal Products and Se

i) Rooms and SuitesThe Peninsula Chittagong Limited hwith individual temperature controlprovide further comfort separate scard key locks and entire buildingHigh Speed (12 Mbps) wired andplay music from 60's to the date.

Room Type

Deluxe

Executive Twin

Super Deluxe

Luxury Suite

DeluxeThis is the most popular room andbed, Teakwood flooring and full am

Executive TwinTwo single size beds are provided iwell stocked mini bar, electronic sshares the room.

Super DeluxeThis room contains large king sizeneed extra space. These are equipflooring which bring warmth to the

Luxury SuiteThese are the most luxurious roowood flooring, King size Bed with oof the hotel and to the distant hills.living room with sofa and chairs ma

ii) Restaurants and Bars

The Peninsula Chittagong features

cuisine and Club 21 Indian BBand The Coral B for small group of

Flamingo CafThe Flamingo Caf of four Asianoffered in this Hotel. The restaurameeting places of Chittagong's busi

Laguna Multi CuisineLaguna Multi Cuisine is a spaciousspecializing in breakfast, lunch a

available here.

Club 21 Indian BBQ RestaurantAn authentic Indian restaurant lorestaurant is situated at poolside ar

Caf 24Caf 24Pastry Shop provides freshweek.

Isles BarThis part of the Hotel provides thintention was to offer a refreshing

Prospectus | 22

rvices

as 122 rooms of different categories. All rooms are c, with attached toilet, running hot and cold water, samoking and non-smoking floors are available. All dois equipped with CCTV monitor, smoke detectionsireless network is available throughout the facility.

Number of rooms

71

18

25

8

requested by most of the guests. The room is equinities like TV, Mini Fridge, well stocked mini bar, ele

n this room for sharing. Teakwood flooring, full ame fety locker) are available. Double ameni

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The Peninsula Chittagong

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