General stages and relevant processes of listing with DSE through IPO

Decision to go Public:

• Take Board decision to go public
• Appoint Issue Manager(s) from Bangladesh Securities and Exchange Commission (BSEC) approved list
• Decide method of public offer with assistance from Issue Manager – Fixed Price or Book Building or Direct Listing
• Get Accounts audited by BSEC approved Panel of Auditors
• Initiate process for credit rating - Mandatory for Bank, Insurance, NBFI and any issue with offer price at premium
• Develop a Company Website

Prepare Draft Prospectus/Red-herring Prospectus/Draft Information Memorandum:

• Assist Issue Manager in preparing Draft Prospectus in accordance with Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
• Appoint Underwriters
• In case of IPO under Book Building Method
1. Prepare a Red-herring Prospectus
2. Send invitation to Eligible Investors (EIs) for Road Show
3. Conducting Road Show
4. Collect comments and observations from EIs who participated in the road show in accordance with rules of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
5. Finalize the Red-herring Prospectus

Apply to BSEC for Public Offer:

• Apply to BSEC for IPO under the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. Submit copies of Draft prospectus/Red- herring Prospectus along with relevant documents to Exchanges simultaneously.
• Assist Issue Manager in updating draft prospectus to comply with or fulfill deficiencies identified by BSEC/Exchange.
• Post the draft Prospectus/Red-herring Prospectus on Company's and Issue Manager's Website.

Bidding by EIs (for Book-Building only):

• Obtain BSEC consent for bidding
• Apply to Exchanges for holding bidding with BSEC consent for bidding
• Sign agreement to share Book Building Software for bidding and payment of fees thereof
• Determine the cut-off price through Book-Building Software
• On completion of bidding collect allotment list for EI and cut-off price from the Exchange
• Submit the details of bidding along with draft prospectus to BSEC for approval.

Approval of IPO:

• Collect consent letter issued by BSEC
• Print abridged version of the approved and vetted prospectus in widely circulated two Bengali and two English News Papers
• Print Final Prospectus
• Post the vetted Prospectus on Website of Issuer, Issue Manager, Commission, and Exchange.
• Apply for Listing with Exchanges in accordance with BSEC (Public Issue) Rules, 2015 and the Listing Regulations of the Exchanges.

Subscription and Lottery:

• Start subscription for IPO through designated Stock Brokers/Merchant Bankers.
• Assist Issue Manager and Registrar to the issue/Post Issue Manager in completing formalities related to subscription, lottery, refund and crediting shares to successful allottees.
• After subscription period, submit subscription status to BSEC and the Exchanges where the issuer wishes to get listed.
• Hold lottery in case of over subscription under general public category.
• Distribute securities on pro-rata basis in case of over subscription under category of eligible investors.

Allotment and Refund:

• Distribute Allotment letter in electronic form and Complete Refund Process
• After distribution of allotment letters/completion of refund submit a compliance report before the Commission and the Exchanges.
• If issue was not subscribed by minimum required quantity refund the subscribers.

Listing Approval by the Exchange(s):

• After distribution of allotment letters/refund warrants and compliance of other requirements, the application for listing by the Issuer is placed for listing approval
• Listing is approved or rejected

Credit Share/Units:

• If listing is approved by the Exchange, issuer shall apply to CDBL for crediting tradable shares/units as per allotment.

Commencement of Trading of scrips on the Bourse(s):

• Once shares/units are credited and confirmed by CDBL, commencement date for trading is announced by the respective Exchange.

General stages and relevant processes of listing by offloading of shares of companies through Direct Listing Process

• Take Board decision for Offloading shares
• Take shareholders resolution in respect of disposal of Shares
• Get relevant approval from concerned ministry or any other regulatory body, if any
• Appoint Issue Manager, Designated Brokers
• Prepare Information Document in accordance with Regulations 8 to 13 of the Dhaka Stock Exchange (Listing) Regulations, 2015
• Submit Information document to the respective Exchanges and BSEC and apply to the Exchanges for offloading of shares through direct listing
• Comply with deficiency letter issued by BSEC, if any
• Comply with any deficiencies identified the respective Exchanges
• Update Information document and get the same vetted by the respective exchanges
• Exchange(s) approve Listing, if no contrary opinion is received from BSEC
• Publish the Information Document in two in at least two widely circulated national dailies (one in Bangla and the other in English).
• Post the full information document or public offer document on the web site of the Commission, the Exchange and the Issuer.
• Submit printed Information Document to Exchanges and BSEC
• Trading shall commence at least seven days after publication of information document
• Make shares to be offloaded available to designated stock brokers and provide irrevocable sale orders for the total quantity made available.
• The existing shareholders shall offer for sell at least 25 (twenty five) percent of the shareholdings in the company within 30 (thirty) trading days from the date of commencing the normal trading.
• No sponsors or directors of the company shall, subject to compliance of other provisions in respect of shareholding, sell more than 50% of his existing shareholdings until the company holds the annual general meeting after completion of one full accounting year of the company upon listing with the Exchange.
• The sponsors or directors shall be restricted from buying shares for 1 (one) year from the date of direct listing.
• Report broker wise offloading status to the exchanges and BSEC on daily basis until completion of sale of the targeted 25 (twenty five) percent shareholdings.