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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)
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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]
00500, Fax: [email protected]
0, Fax: [email protected]
5, Fax: [email protected]
Contact
705-9
632-3871-3
ww.peninsulactg.com),ww.sec.gov.bd.), DSEladesh Securities
and
Contact
1 -716305 & 7233911) 2512485globalctg.net
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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
31
31
31
31
31
3233
34
34
34
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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
49-51
49-50
51
51
51
51
51
52-54
52
53
5353
54
55
55
55
55
55
55
56-58
56
56
56
56
57-58
59-89
59
60-89
90
91-84
95-96
97-105
106-113
106-109
110-111
112-113
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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
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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-
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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
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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.
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8/10/2019 The Peninsula Chittagong
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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
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8/10/2019 The Peninsula Chittagong
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.
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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
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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
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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
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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
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8/10/2019 The Peninsula Chittagong
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b. Exchange Rate Risk
The possible direct or indirect loss
market value from an exchange rat
Management Perception
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
Management Perception
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.
Management Perception
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
Management Perception
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
Management Perception
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
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g. Potential changes in the glo
Global and national policies have h
is heavily dependent on the politic
have adverse effects on the profita
Management Perception
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
Management Perception
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
Management Perception
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
Management Perception
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
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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
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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.
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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
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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
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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