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Eligibility Criteria for being listed at DSE

Criteria for public offer/listing

  • General requirements (as per Rule 3, sub-rule (2) of BSEC (Public Issue) Rules, 2015): An issuer may make an application for public offer of its securities, if -
    • it has prepared its financial statements in accordance with the requirements of the Securities and Exchange Rules, 1987, the provisions of IFRS /IAS as adopted in Bangladesh and audited the same as per Bangladesh Standards on Auditing (BSA) as well as the Companies Act, 1994 and other applicable legal requirements;
    • it has not made any material change including raising of paid-up capital after the date of audited financial statements as included in the prospectus;
    • the issue manager or any of its connected persons is in no way connected with the issuer or any of its connected person nor does hold any securities thereof;
    • it has got cost audit by professional accountants as per the Companies Act, 1994, if applicable;
    • it has got its latest financial statements audited by the panel auditors as declared by the Commission from time to time;
    • it has been regular in holding annual general meeting (AGM);
    • it has complied with the provisions of Corporate Governance Guidelines as published by the Commission from time to time;
    • it has complied with all the requirements of these Rules in preparing prospectus;
    • it has no accumulated retained loss at the time of application;
    • it has complied with the provisions of guidelines regarding valuation of assets, if any, as published by the Commission from time to time; and
    • The issuer or any of its directors and shareholders holding 10% or more shares is not loan defaulter as per the latest CIB report of Bangladesh Bank.



  • Additional requirements for fixed price method (as per Rule 3, sub-rule (3) of BSEC (Public Issue) Rules, 2015):
    • it offers at least an amount equivalent to 10% (ten percent) of its paid-up capital (including intended offer) or Tk. 15 (fifteen) crore at par value, whichever is higher; and
    • it has minimum existing paid up capital of Tk. 15 (fifteen) crore.
    • if it has been in commercial operation at least for preceding 3 (three) years, it has positive net profit after tax and net operating cash flow for the latest 1 (one) financial year;
    • if it has been in commercial operation for a period less than 3 (three) years, it has positive net profit after tax and net operating cash flow at least for the latest financial year;
    • if it has not started its commercial operation or not completed any financial period yet, it has positive projected net profit after tax and net operating cash flow; and"
    • thirty five percent (35%) of the issue has been underwritten on a firm commitment basis by the underwriter(s).

     

  • Additional requirements for book-building method (as per Rule 3, sub-rule (4) of BSEC (Public Issue) Rules, 2015):
    • it intends to raise at least an amount of Tk. 50 (fifty) crore through the public offer; and
    • it has minimum existing paid up capital of Tk. 30 (thirty) crore.
    • it has been in commercial operation at least for preceding 3 (three) years;
    • it has made net profit after tax at least for immediate preceding 2 (two) financial years;
    • it has positive net operating cash flow at least for immediate preceding 2 (two) financial years;
    • it has appointed separate persons as issue manager and registrar to the issue for managing the issue;
    • the issuer has been rated by a credit rating company registered with the Commission;
    • Thirty five percent (35%) of the issue has been underwritten on a firm commitment basis by the underwriter(s).

     

  • "eligible investor or EI" ( as per rule 2, sub-rule (1), clause (e) of BSEC (Public Issue) Rules, 2015):
  • "eligible investor or EI" means the following institution who has business operation or investment in Bangladesh and registered with the electronic subscription system of the exchanges:-

      (i) Merchant Bankers and Portfolio Managers;
      (ii) Asset Management Companies;
      (iii) Mutual Funds and Collective Investment Scheme (CIS)
      (iv) Stock Dealers;
      (v) Banks;
      (vi) Financial Institutions;
      (vii) Insurance Companies;
      (viii) Alternative Investment Fund Managers;
      (ix) Alternative Investment Funds;
      (x) Foreign Investors having account with any Securities Custodian registered with the Commission;
      (xi) Recognized Provident Funds, Approved Pension Funds and Approved Gratuity Funds; and
      (xii) Other Institutions as approved by the Commission;”.

     

  • Direct Listing:
  • Salient Pre-requisites of an issuer for becoming eligible for direct listing (as per Regulation 9 of the Dhaka Stock Exchange (Listing) Regulations, 2015):

    The concerned applicant-

    • shall have minimum paid up capital of Taka 300 (three hundred)million;
    • shall have no accumulated loss;
    • shall be in commercial operation for at least immediate last 5 (five) years;
    • shall have profit in 3 (three) years out of the immediate last 5 (five) completed accounting/financial years with steady growth pattern;
    • is regular in holding of annual general meeting (AGM);
    • has not raised capital (excluding bonus issue) within preceding 2 (two) years;
    • has not issued the same class of securities in any manner other than bonus issue within the preceding 2 (two) years of submitting application of listing;
    • shall have positive net current assets (Current Assets less Current Liabilities) at the end of immediate preceding 3 (three) accounting/financial years;
    • shall have net positive cash flows from its operating activities for immediate preceding 3 (three) accounting/financial years;
    • shall comply with the provisions of Corporate Governance Guidelines as prescribed by the Commission from time to time;
    • any of its sponsors/directors is not a bank defaulter;
    • has been assigned rating by a credit rating company;
    • has prepared its financial statements in accordance with the requirements of the Securities and Exchange Rules, 1987 as well as the provisions of International Financial Reporting Standards (IFRS)/International Accounting Standards (IAS) as adopted in Bangladesh and audited the same as per requirements of International Standards on Auditing (ISA) as adopted in Bangladesh.

     




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