ÒcywRevRv‡ii wweewwbb‡qvM SzuwKc~Y©| ‡R‡b I e‡y S wewb‡qvM Kiby Ó “““IIInnnvvveeessstttmmmeeennnttt iiinnn cccaaapppiiitttaaalll mmmaaarrrkkkeeettt iiinnnvvvooolllvvveeesss ccceeerrrtttaaaiiinnn dddeeegggrrreeeeee ooofff rrriiissskkksss... TTThhheee iiinnnvvveeessstttooorrrsss aaarrreee rrreeeqqquuuiiirrreeeddd tttooo rrreeeaaaddd ttthhheee ppprrrooossspppeeeccctttuuusss aaannnddd rrriiissskkk fffaaaccctttooorrrsss cccaaarrreeefffuuullllllyyy,,, aaasssssseeessssss ttthhheeeiiirrr ooowwwnnn fffiiinnnaaannnccciiiaaalll cccooonnndddiiitttiiiooonnnsss aaannnddd rrriiissskkk tttaaakkkiiinnnggg aaabbbiiillliiitttyyy bbbeeefffooorrreee making their investment decisions.” PUBLIC OFFFFEERR OF 15,000,000 ORDINARY SHAARREESS IISSSSUUEE DDAATTEE OOFF THE PROSPECTUS: [●] OOOFFFFFFEEERRR PPPRRRIIICCCEEE TTTKKK...111000...000000 EEEAAACCCHHH AAATTT PPPAAARRR,,, TTTOOOTTTAAALLL SSSIIIZZZEEE OOOFFF FFFUUUNNNDDD TTTOOO BBBEEE RRRAAAIIISSSEEEDDD TTTKKK...11150,000,000.00 OOppeenniinngg aanndd CClloossiinngg ddaattee ooff SSuubbssccrriippttiioonn OOppeenniinngg ddaattee ooff ssuubbssccrriippttiioonn:: [●] CClloossiinngg ddaattee ooff subscription: [●] PROSPECTUS NNAAMMEE OOFF TTHHEE IISSSSUUEERR AAMMUULLEETT PPHHAARRMMAACCEEUUTTIICCAALS LTD. MMAANNAAGGEERRS TO THE ISSUE BBBAAANNNCCCOOO FFFIIINNNAAANNNCCCEEE AAANNNDDD IIINNNVVVEEESSSTTTMMMEEENNNTTT LLLIIIMMMIIITTTEEEDDD AND IICCBB CCAAPPIITTAALL MMAANNAAGGEEMMEENNTT LLIIMMIITTEEDD A Subsidiary of ICB 1 PRELIMINARY INFORMATION AND DECLARATIONS: “If you have any query about this document, you may consult the issuer, issue manager and underwriter” “A person interested to get a prospectus may obtain from the issuer and the issue manager(s).” Name & Address Contact Person Telephone & Fax Web Address & E-mail Issuer Company: Amulet Pharmaceuticals Ltd. Tel: 02-9862647 Ch 72/1/B, Moddha Badda, Abu Zafar Enayet Rasul Website: www.amuletpharmaceuticals.com Tel: 02-9862657 Holland Centre,(6thFloor), Progoti Managing Director E-mail:[email protected] Fax: 02-8851876 Sarani, Dhaka-1212, Bangladesh Issue Managers: Banco Finance And Investment Limited Tel: 02-7125703 Mohammad Hamdul Islam Website: www.bfilbd.org Baitul View Tower (11th Floor) Tel: 02-7125910 56/1, Purana Paltan, Dhaka-1000 Managing Director & CEO Fax: 02-7125634 E-mail: [email protected] ICB Capital Management Limited Nasrin Sultana Tel: 02-8300555 Website:icml.com.bd Green City Edge (5th & 6th Floor) Chief Executive Officer Fax: 02-8300396 E-mail:[email protected] 89, Kakrail, Dhaka-1000, Bangladesh Underwriters: Tel: 02-9560198 AIBL Capital Management Limited Md. Golam Sarwar Bhuiyan Tel: 02-9568007 Website:www.al-arafahbank.com Peoples Insurance Bhaban (7th Floor) Chief Executive Officer Tel: 02-7123255-7 E-mail: [email protected] 36, Dilkusha C/A, Dhaka-1000 Fax: 02-9569351 Tel: 02-7114374 Janata Capital and Investment Limited Dina Ahsan Website:www.jcil-bd.com Tel: 02-7114375 48, Motijheel (3rdFloor), Dhaka-1000 Chief Executive E-mail: [email protected] Fax: 02-7110496 Southeast Bank Capital Services Ltd Muhammad Shahjahan Tel: 02-9574171-5 Website:www.southeastbank.com.bd Eunoos Center (Level 9) Managing Director (CC) Fax: 02-9574169 E-mail:[email protected] 52-53 Dilkusha C/A, Dhaka-1000 Auditor: Zoha Zaman Kabir Rashid & Co. Chartered Accountants Md. Iqbal hossain FCA Tel: 02-9339725 Website:www.zzkrca.com Rupayan Karim Tower, Partner,Zoha Zaman Kabir Tel: 02-9339732 E-mail:[email protected] Level -7, Suite-7A, 80, Kakrail, Rashid & Co. Fax: 02-8313128 Dhaka-1000, Bangladesh. “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITORS(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY).” “This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk. 10.00 (ten) and the issue price is Tk. 10.00, ‘One times’ of the face value. The issue price has been determined and justified by the issuer and the issue manager/bidding by the eligible investors as stated under the paragraph on “Justification of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing.” “Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors to the statement of ‘risk factors’ given on page number(s) 77-82” “The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.” 2 AVAILABILITY OF PROSPECTUS i) The Prospectus and abridged version of prospectus of APL in hard and soft forms of the Company shall be obtained from the following addresses: Name & Address Contact Person Telephone & Fax Web Address & E-mail Issuer Company: Amulet Pharmaceuticals Ltd. Tel: 02-9862647 Ch 72/1/B, Moddha Badda, Abu Zafar Enayet Rasul Tel: 02-9862657 Website: www.amuletpharmaceuticals.com Holland Centre,(6th floor), Progoti Managing Director Fax: 02-8851876 E-mail:[email protected] Sarani, Dhaka 1212, Bangladesh Issue Managers: Banco Finance And Investment Limited Tel: 02-7125703 Baitul View Tower (11th Floor) Mohammad Hamdul Islam Tel: 02-7125910 Website: www.bfilbd.org 56/1, Purana Paltan, Dhaka-1000 Managing Director & CEO Fax: 02-7125634 E-mail: [email protected] IGCrBe eCna Cpiittayl EMdgaen a(5gtehm &en 6t tLhi mFliotoedr) Nasrin Sultana Tel:02-8300555 Website:icml.com.bd 89, Kakrail, Dhaka-1000, Bangladesh Chief Executive Officer Fax:02-8300396 E-mail:[email protected] Underwriters: Tel: 02-9560198 APeIoBpL lCesa pInitsaulr Manacnea Bghemabeannt (L7imth iFtleodo r) Md. Golam Sarwar Bhuiyan Tel: 02-9568007 Website:www.al-arafahbank.com Chief Executive Officer Tel: 02-7123255-7 E-mail: [email protected] 36, Dilkusha C/A, Dhaka-1000 Fax: 02-9569351 Tel: 02-7114374 Janata Capital and Investment Limited Dina Ahsan Tel: 02-7114375 Website:www.jcil-bd.com 48, Motijheel (3rd floor), Dhaka-1000 Chief Executive E-mail: [email protected] Fax: 02-7110496 Southeast Bank Capital Services Ltd Muhammad Shahjahan Tel: 02-9574171-5 Website: www.southeastbank.com.bd Eunoos Center (Level 9) Managing Director (CC) Fax: 02-9574169 E-mail:[email protected] 52-53 Dilkusha C/A, Dhaka-1000 Stock Exchanges: Tel: 02-9564601-7 Dhaka Stock Exchange Limited (DSE) Web:www.dsebd.org DSE Library Tel: 02-9666944-8 9/F, Motijheel C/A, Dhaka-1000 E-mail:[email protected] Fax: 02-9564727 Chittagong Stock Exchange Limited (CSE) Tel: 31-714632-3 Web:www.cse.com.bd CSE Building, 1080, Sk. Mujib Road, Agrabad C/A, CSE Library Tel: 31-720871-3 E-mail:[email protected] Chittagong-4000 Fax: 31-714101 Commission: Bangladesh Securitiesand Exchange Commission Tel: 02-9568101-2 Jiban Bima Tower (14th, 15th, 16th & 20th Floor). 10, N/A Tel: 02-9561525 Web: www.sec.gov.bd Dilkusha C/A, Dhaka 1000, Bangladesh. Fax: 02-9563721 ii) Names and dates of the newspaper where abridged version of Prospectus was published: Name of the Newspapers Date of Publication [●] [●] [●] [●] [●] [●] [●] [●] 3 DEFINATIONS AND ACRONYMS/ELABORATIONS A M AGM Annual General Meeting MW Megawatt Allotment Allotment of Shares MD Managing Director APL Amulet Pharmaceuticals Ltd. MP Market Price B N BAS Bangladesh Accounting Standards NAV Net Asset Value BB Bangladesh Bank NBR National Board of Revenue BDT Bangladeshi Taka NRB Non Resident Bangladeshi BFIL Banco Finance And Investment Limited NBFI Non-Bank Financial Institution BO Beneficiary Owner’s Account BoI Board of Investment O BSEC Bangladesh Securities And Exchange Commission Offering Price Price of the Securities of APL C P CDBL Central Depository Bangladesh Limited PE Price to Earnings CEO Chief Executive Officer CFO Chief Financial Officer R Certificate Share Certificate RJSC Registrar of Joint Stock Companies and Firms CIB Credit Information Bureau BREB Bangladesh Rural Electrification Board Commission Bangladesh Securities And Exchange Commission R&D Research and Development Companies Companies Act, 1994 (Act. No. XVIII of 1994) Act CSE Chittagong Stock Exchange Limited S Sponsors The Sponsor Shareholders of APL D STD A/C Short Term Deposit Account DSE Dhaka Stock Exchange Limited SND A/C Short Notice Deposit Account Stockholders Shareholders E Subscription Application Money EPS Earnings Per Share Securities Share of Amulet Pharmaceuticals Ltd. Exchanges Stock Exchanges T F The Company Amulet Pharmaceuticals Ltd. FC Account Foreign Currency Account TIN Tax Identification Number FI Financial Institution Tk. Taka G U GOB The Government of People’s Republic of Bangladesh USD United States Dollar I V ICAB The Institute of Chartered Accountants of Bangladesh VAT Value Added Tax IPO Initial Public Offering W L WPPF Workers' Profit Participation Fund LC Letter of Credit 4 TABLE OF CONTENTS Chapter No. Particulars Page No. CHAPTER I EXECUTIVE SUMMARY 06-09 (a) About the industry 06 (b) About the Issuer 06 (c) Financial Information 07 (d) Features of the issue and its objects 07 (e) Legal and Other Information 07 (f) Promoters’ background 07-08 (g) Capital structure and history of capital raising 09 (h) Summary of Valuation Report of Securities 09 CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 09-09 CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES 10-15 Declaration about the responsibility of the Director(s), including the CEO of 10 Amulet Pharmaceuticals Ltd. in respect of Prospectus Due Diligence Certificate of the Managers to the Issue 11-12 Due Diligence Certificate of the Underwriter(s) 13-15 CHAPTER IV ABOUT THE ISSUER 16-17 CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 17-17 CHAPTER VI DESCRIPTION OF THE ISSUER 18-49 (a) Summary 18-19 (b) General Information 19-21 (c) Capital Structure 22-25 (d) Description of Business 26-33 (e) Description of Property 33-42 (f) Plan of Operation and Discussion of Financial Condition 42-49 CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 49-54 (a) Overview of business and strategies 49-52 (b) SWOT Analysis 52-53 (c) Analysis of the financial statements of last five years 53 (d) Known trends demands, commitments, events or uncertainties 54 (e) Trends or expected fluctuations in liquidity 54 (f) Off-balance sheet arrangements 54 CHAPTER VIII DIRECTORS AND OFFICERS 54-61 CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61-61 CHAPTER X EXECUTIVE COMPENSATION 62-62 CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 62-62 CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE 63-63 MEMORANDUM CHAPTER XIII OWNERSHIP OF THE COMPANY’S SECURITIES 63-66 CHAPTER XIV CORPORATE GOVERNANCE 66-72 CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 73-73 CHAPTER XVI DEBT SECURITIES 74-74 CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 74-74 CHAPTER XVIII MATERIAL CONTRACTS 74-76 CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 76-76 CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 77-82 CHAPTER XXI DESCRIPTION OF THE ISSUE 83-83 CHAPTER XXII USE OF PROCEEDS 84-86 CHAPTER XXIII LOCK-IN 87-88 CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 88-89 CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 89-89 CHAPTER XXVI FINANCIAL STATEMENTS 90-130 CHAPTER XXVII PUBLIC ISSUE APPLICATION PROCEDURE 131-135 CHAPTER XXIX MANAGEMENT DISCLOSURES 136-136 5 CHAPTERI: EXECUTIVE SUMMARY (A) ABOUT THE INDUSTRY: Pharmaceutical is the core of Bangladesh’s Healthcare sector and serves as one of the most important manufacturing industry. With a history since 1950s, the industry has now turned one of the most successful pharmaceuticals manufacturing industry among the developing countries. Presently, the industry meets 97% of local demand and exports to more than 80 countries. In the year 2014, Bangladesh pharmaceuticals market size was Tk. 10,600 crore with a growth percentage 8.48. For the year ended 31December 2015, APL's domestic sales were Tk. 38.81 crore. In the year 2015 Bangladesh pharmaceuticals market size was Tk. 12,000 crore. Insiders of the industry apprehend that by the year 2020 Bangladesh pharmaceuticals market size will be Tk. 20,000 crore. They also apprehend that pharmaceuticals products are going to be added into the Bangladesh export basket in a big way within couple of years. Pharmaceutical Industry of Bangladesh has come a long way in the past four decades and has already established itself in domestic as well as international market. The industry contributes about 1% of the total GDP and the second largest industry in terms of contribution to government’s exchequer. Bangladesh pharmaceutical industry is now heading towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large scale, local and multinational companies operating in the country producing around 97% of the total internal demand. The remaining 3% basically constitute import of much-specialized products like vaccines, anti-cancer products and hormone drugs. Bangladesh pharmaceuticals industry is enjoying good number of macroeconomic factors as competitive advantages like favorable government policy, comfortable size of local market for 16 crore populations, cheap labor, available technological know-how, low power costs, low costs white-collar labor etc. Population growth rate, growing income level of people and increase in modern health-care facilities, health awareness of the mass people, contract manufacturing service and export of pharmaceutical products are major drivers for future growth in pharmaceuticals market in Bangladesh. (B) ABOUT THE ISSUER: Amulet Pharmaceuticals Ltd. (APL) is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to the fullest. As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its customers, supports doctors and consultants with detailed information on their product range and provides dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment). APL has modernized and refurnished its facilities upgraded internal technology & management and attained the capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low quality. COMPANY AT A GLANCE Name of the Company Amulet Pharmaceuticals Ltd. th Cha-72/1-B, Moddha Badda (6 Floor), Holland Center, Registered Office Progoti Sharani, Dhaka-1212 Factory Office Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh. Core Area of Business Manufacturing and marketing of quality medicine. Legal Status Public CompanyLimited by shares Date of Incorporation August 11, 1985 6 (C) FINANCIAL INFORMATION: Major financial information of Amulet Pharmaceuticals Ltd. (APL) is as follows. As Per Audited Financial Statements Particulars Dec 31, 2015 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012 June 30, 2011 Turnover 213,031,638 388,157,162 294,467,820 212,055,360 140,576,835 69,078,920 Gross Profit/(Loss) 88,413,757 161,183,417 114,087,046 81,858,655 53,161,819 25,080,303 Net Profit before tax 53,742,211 93,527,975 53,458,450 28,215,964 19,762,446 12,484,720 Net Profit after tax 33,847,344 54,827,794 33,176,306 16,018,461 10,714,309 6,533,981 Total Assets 803,291,603 743,182,149 454,924,859 243,820,094 200,427,543 137,791,624 Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000 1,000,000 Retained Earnings 179,518,197 145,670,853 90,843,059 57,666,753 41,648,292 30,933,983 No. of Shares 35,350,000 35,350,000 10,000,000 10,000 10,0000 10,000 Face Value 10.00 10.00 10.00 100.00 100.00 100.00 NAV per Share 15.08 14.12 19.08 5,866.68 4,264.83 3,193.40 Earnings per Share 0.96 4.41 182.92 1,601.85 1,071.43 653.40 (D) FEATURES OF THE ISSUE AND ITS OBJECTS: Amulet Pharmaceuticals Ltd. is engaged in to produce quality medicine. The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 150,000,000.00 subject to regulatory approvals. Net Proceeds from initial public offering (IPO) will be used for expansion of business activities, repayment of high interest- bearing loan and purchase of plant &machinery. (E) LEGAL AND OTHER INFORMATION: Amulet Pharmaceuticals Ltd. (APL) was incorporated as a private limited company on August 11, 1985 having a Vide Registration No. C-14612 and subsequently converted into a public limited company on July24, 2014 with Register of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The company has other legal licenses like Import Registration Certificate, BAPI Membership Certificate, Trade License, Fire License, Certificate of Insurance and Environment Certificate. (F) PROMOTERS’ BACKGROUND: MR. ABU SAEED SHAUKAT AHMED Chairman, Amulet Pharmaceuticals Ltd Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an experienced businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre, Bradford, UK. In Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd. He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford Metropolitan Council for 8 years when he held several committee and British Labour Party positions. In 2008, he was made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British communities and the country. Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in Electrical & Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled man and visited many countries in the world for business purposes. ABU ZAFAR ENAYET RASUL Managing Director, Amulet Pharmaceuticals Ltd Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in working several engineering projects while working with Danish Hydraulic Institute. He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion Garments Ltd. is in business of manufacturing and exporting ready-made garments since 1988. He has attended a training course in Tokyo, Japan on top management of corporate business in 2009. He also attended several seminar and workshop relating to business and engineering. He is also a Director of Bichitra Garments Ltd. Mr. Rasul is also a sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first project a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE. A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his graduate in civil engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and Environment Engineering, Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK, France, Germany, Sweden, Malaysia, Hong Kong, Thailand, China, Italy, Singapur, Denmark, Holland, India, Switzerland etc. 7 MR. ABDUL MANNAN Director, Amulet Pharmaceuticals Ltd Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education of B.A. He is very conversant both in Bangla and English. He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also involved in the business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel and another in Sylhet. Jonaki Travels is in the business of ticketing and arranging travel packages since 1980. Mr. Mannan joined the company in 1998. He is also a sponsor shareholder of Baraka Power Limited. Mr. Mannan successfully maintains good amount of portfolio business in DSE and CSE market. He is also the Director of Bichitra Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also well traveled man and visited many countries of the world for business purposes. SYED AMIRUL ISLAM Director, Amulet Pharmaceuticals Ltd Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his MBA with major in marketing from the Institute of Business Studies, DIU in 2002. He has served several pharmaceuticals companies since he finished his M. Pharm. He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services department from 1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager till 2000. He was then promoted to Marketing Operation Manager when he worked with his dynamic guidance and ideas to improve the sales of the company. He was successfully marketed the goods of Somatech in the market and captured a substantial share of the market for Somatech to become one of the 10 companies in Bangladesh. He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief Executive Officer. He is very much experienced with the pharmaceuticals business and its day to day operations. He has good amount of knowledge about the pharmaceuticals machineries and production procedures in a pharmaceuticals factory. He will be an asset for his experience in Sales and Marketing of the products. He is also a regular faculty on Pharmacy department in different private universities. M. A. BARI Director, Amulet Pharmaceuticals Ltd Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's. Later he started Garments business and also invested in other potential projects such as Medical College & Hospital, Pharmaceuticals, and Property Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power Limited, Bichitra Garments Ltd., Royal Homes Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and Jonaki International (Pvt.) Limited. He traveled most of countries of the world for business purposes. MR. MUHAMMED AHMED ALI Director, Amulet Pharmaceuticals Ltd Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr. Ali has several restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was born in Sylhet. MD. A U M MAMUN CHOWDHURY Independent Director, Amulet Pharmaceuticals Ltd A U M Mamun Chowdhury obtained his master degree (major in Accounting) from Chittagong University in 1989. He also completed CC course under the institute of ICAB. He has vast experience in business, finance, auditing, taxation and corporate management. During his last 24 years of career he has served many public and private organizations in senior positions. At this moment he is serving in Cidatex Resources Bangladesh Ltd. as General Manager. His well dedication, valuable experience and sincerity made him a great corporate leader. MD. MUNSHI MONIRUZZAMAN Independent Director, Amulet Pharmaceuticals Ltd Md. Munshi Moniruzzaman was born in 1969 in the district of Narail. He completed his bachelor and master degree in law from the University of Rajshahi with excellent academic performance. He enrolled himself in the Bangladesh Bar Council on 08 August, 1994 and in the High Court Division on 09 February, 2001. He is a practicing Advocate since 1994. During his long path of services has achieved outstanding experience in many areas including the company affairs. He is also one of the independent directors of Shurwid Industries Limited 8 (G) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING: The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 150,000,000.00 subject to regulatory approvals. Particulars No. of Shares Face Value (Tk.) Amount in BDT Before IPO: Authorized Capital 120,000,000 10.00 1,200,000,000 Paid up Capital 35,350,000 10.00 353,500,000 Total paid up Capital before IPO (A) 35,350,000 10.00 353,500,000 After IPO: To be issued as IPO (B) 15,000,000 10.00 150,000,000 Paid up capital (Post IPO) (A+B) 50,350,000 10.00 503,500,000 The Company has raised its paid-up capital in following phases: Basis Allotment Date Other than in Amount in BDT In cash (Tk.) Bonus Share cash Subscription to the Memorandum & Articles of 1,000,000 - - 1,000,000 Association at the time of Incorporation on 11-08-1985 Issued as on 28 June, 2014 99,000,000 - - 99,000,000 Issued as on 27 May, 2015 253,500,000 - - 253,500,000 Total 353,500,000 - - 353,500,000 The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing a special resolution in its Extra-Ordinary General Meeting held on April24, 2014 and necessary amendment in capital clause of the Memorandum of Association and Articles of Association were made accordingly. Hence, the paid up capital of the Company comes to Tk. 353,500,000/- divided into 35,350,000 ordinary shares of Tk. 10/- each. (H) SUMMARY OF VALUATION REPORT OF SECURITIES: Particulars Amount in BDT Method 1: Net Asset Value (NAV) per share Price based on Net Asset Value per share 15.07 Method 2: Historical Earnings based value per share Earnings based Value per share based on Overall Market P/E 18.39 CHAPTERII: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER **Conditions Imposed by the Commission are include after getting consent letter from Bangladesh Securities and Exchange Commission 9 CHAPTER III: DECLARATION AND DUE DILIGENCE CERTIFICATES Annexure-A DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF AMULET PHARMACEUTICALS LTD. IN RESPECT OF THE PROSPECTUS This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents, the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative actions against any or all of us as it may deem fit. We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a well informed decision for investment. Sd/- Sd/- Sd/- Abu Saeed Shaukat Ahmed Abu Zafar Enayet Rasul Syed Amirul Islam Chairman Director & Managing Director Director & CEO Sd/- Sd/- Sd/- Abdul Mannan M. A. Bari Muhammed Ahmed Ali Director Director Director Sd/- Sd/- Md. A U M Mamun Chowdhury Md. Munshi Moniruzzaman Independent Director Independent Director Date: April 20, 2016 10