Prospectus of

A report on
(Phoenix Insurance Company Limited)

Department of Finance
University of Dhaka
A report on
Lease Practice in Bangladesh
(Phoenix Insurance ompany Limited!
ourse "itle# Investment Banking and Lease Financing
ourse ode# F$%&'
Prepared For
Far(ana Lalarukh
Associate Professor
Department of Finance
University of Dhaka
Prepared By
Date of )u*mission# +' )eptem*er, +&-'
Sl. No. Name ID
-. /o*in 0umar )aha -1$&'2
+. Deepangkar )aha -1$&32
'. Farhanur /ahman 4aim -1$-'5
%. 6uhammad )hamim 7ossain -1$-5-
5. 6D. Ano8arul 7o9ue -1$+5'
1. 6D. :mar Faruk -1$+15
;If you have any 9uery a*out this document, you may consult issuer, issue manager and
under8riter<
Public Offer
Of
Phoenix Insurance Company Limited
Conertible !onds (C!)
ISS"# SI$#
%&&'&&& Conertible !onds (C!) of (). %'&&& each at par *orth (). %&&'&&&'&&&
Private Placement 3&,&&& onverti*le Bonds of "k -,&&& each "otal "k 3&,&&&,&&&
Pu*lic :ffering +&,&&& onverti*le Bonds of "k -&&& each "otal "k +&,&&&,&&&
Conersion Stri)e Price
-.=& times of 4et Asset >alue (4A>! per share *ased on the audited statements of preceding
financial year.
OP#NIN+ D,(# -O. S"!SC.IP(ION/ 0% 1anuary 2&%3
CLOSIN+ D,(# -O. S"!SC.IP(ION/ &3 -ebruary 2&%3
For 4on$/esident Bangladeshi (4/B! ?uota, )u*scription loses on# %0 -ebruary 2&%3
4,N,+#. (O (5# ISS"#
IDLC -inance Limited
-,CILI(6 ,..,N+#. 7 (."S(##
Industrial 7 Infrastructure Deelopment -inance Co. Ltd (IIdfc)
Issue Date of the Prospectus/ 0& December 2&%0
(he issue shall be placed in 8N9 cate:ory
Credit .atin: by
redit /ating Information and )ervices Limited (C.ISL)
Issue .atin: ($ero Coupon !ond)
/ating @ AA
Date of /ating Declaration +2 April +&-'
B:4)C4" :F "7C )CU/I"IC) A4D CD7A4EC :66I))I:4 7A) BCC4 :B"AI4CD ": "7C I))UCF:FFC/ :F "7C)C )CU/I"IC) U4DC/ "7C
)CU/I"IC) A4D CD7A4EC :/DI4A4C, -212, A4D "7C )CU/I"IC) A4D CD7A4EC :66I))I:4 (PUBLI I))UC! /ULC), +&&1. I" 6U)"
BC DI)"I4"LG U4DC/)"::D "7A" I4 EI>I4E "7I) :4)C4" "7C :66I))I:4 D:C) 4:" "A0C A4G /C)P:4)IBILI"G F:/ "7C FI4A4IAL
):U4D4C)) :F "7C I))UC/ :6PA4G, A4G :F I") P/:HC") :/ "7C I))UC P/IC :F I") )CU/"IC) :/ F:/ "7C ://C"4C)) :F A4G :F
"7C )"A"C6C4") 6ADC :/ :PI4I:4 CDP/C))CD II"7 /CEA/D ": "7C6. )U7 /C)P:4)IBILI"G LIC) II"7 "7C I))UC/, I") DI/C":/),
7ICF CDCU"I>C :FFIC/F7ICF FI4A4IAL :FFIC/, I))UC 6A4AEC/, U4DC/I/I"C/) A4DF:/ AUDI":/.<<
(,!L# O- CON(#N(S
Item
Pa:e No
Disclosure in respect of issuance of securities in demat form &+
onditions under )ection + of the )ecurities and Cxchange :rdinance, -212 &+
Eeneral information -&
Declarations and due diligence certificates --
Declaration a*out the responsi*ility of the Directors including the C: of the ompany in
respect of the prospectus -+
onsent of the Directors to )erve -+
Declaration a*out filing of prospectus 8ith the /egistrar of Hoint )tock ompanies J Firms -+
Due Diligence ertificate of 6anger to the Issue -'
Due Diligence ertificate of the Under8riter(s! -%
Due Diligence ertificate of "rustee to "he Issue -5
)tatement /egarding 7olding Annual Eeneral 6eeting since Inception -1
/isk factors J management perceptions a*out -=
Issue )i(e and Purpose of the Pu*lic :ffering +&
Information a*out the ompany +-
Description of Property +%
Plan of :peration and Discussion of Financial ondition +5
Information a*out Directors and :fficers +3
Directors< Involvement in other organi(ation +2
Description of top executives '&
Auditor<s ertificate /egarding "angi*le Assets per )hare ''
Features of IP: '%
Description of )ecurities :utstanding or Being :ffered '5
:ther /ights of the )hareholders '1
Features of Bond '=
Features of Phoenix Insurance onverti*le Bond '2
/ationale for Investing in onverti*le Bond of Phoenix Insurance ompany Limited %1
"rustee %=
:*Kects and Undertakings of the "rust %=
Plan of Distri*ution 5'
ommission for the Under8riters 5%
/elationship of :fficers or Directors of "he Under8riter()! 8ith "he 6em*er of
Board of the ompany 5%
Allotment, )u*scription and 6arket 55
Availa*ility of )ecurities 51
"rading and )ettlement 1&
6aterial ontracts and :thers 1+
Disclosure in .espect of Issuance of Security in Demat -orm
As per provision of the Depository Act, -222 and regulations made there under, shares 8ill only
*e issuedin demateriali(ed condition. All transferFtransmissionFsplitting 8ill take place in the
entral Depository Bangladesh Ltd. (DBL! system and further issuance of shares (rightF*onus!
8ill also *e issued in demateriali(ed form only.
Conditions under Section 2CC of the Securities and #xchan:e Ordinance'
%;<;
P,.(=,
1. "he company shall go for Pu*lic :ffering (P:! for 2&&'&&& onverti*le Bonds (B! of
"k. %'&&& each at par 8orth "k. 2&'&&&'&&& ("aka "8enty 6illion :nly! follo8ing the
Bangladesh )ecurities and Cxchange ommission (Pu*lic Issue! /ules, +&&1, the
Depository Act, -222 and regulations made there under.
2. "he ompany shall disseminate the a*ove information to the )tock Cxchanges 8ithin
half an hour of receipt of consent letter.
3. "he ompany shall disseminate the receipt of the ommission<s approval along 8ith the
purpose and amount of the issue, price of the *onds etc. as price sensitie information,
as prescri*ed *y the ommission.
4. "he a*ridged version of the prospectus, as approved *y the ommission, shall *e
pu*lished *y the issuer in % (Four! national daily ne8spapers (t8o in Bangla and t8o in
Cnglish!, 8ithin 0 ((hree) *or)in: days of issuance of this letter. "he issuer shall post
the full prospectus, vetted *y the )ecurities and Cxchange ommission in the issuer<s
8e*site and shall also put on the 8e*sites of the ommission, )tock Cxchanges, "rustee
and the Issue 6anager 8ithin ' ("hree! 8orking days from the date of issuance of this
letter 8hich shall remain posted till the closure of the su*scription. "he Issuer shall
su*mit to B)C, the stock exchanges, the "rustee and the issue manager a diskette
containing the text of the vetted prospectus in B6) $IordL format.
5. )ufficient copies of the prospectus shall *e made availa*le *y the issuer so that any
person re9uesting a copy may receive one. A notice shall *e placed on the front of the
application form distri*uted in connection 8ith the offering, informing that interested
persons are entitled to a prospectus, if they so desire, and that copies of the prospectus
may *e o*tained from the issuer and the issue manager. "he su*scription application shall
indicate in *old type that no sale of securities shall *e made, nor shall any money *e
taken from any person, in connection 8ith such sale until t*enty fie days after the
prospectus has *een pu*lished.
6. "he company shall su*mit %& (Forty! copies of the printed prospectus to the )ecurities
and Cxchange ommission for official record 8ithin > (-ie) *or)in: days from the
date of pu*lication of the a*ridged version of the prospectus in the ne8spaper.
7. "he issuer company and the issue manager shall ensure transmission of the prospectus,
a*ridged version of the prospectus and relevant application forms for 4/Bs through e$
mail, 8ith pu*lication of the a*ridged version of the prospectus, to the Bangladesh
Cm*assies and 6issions a*road and shall also ensure sending of the printed copies of
a*ridged version of the prospectus and application forms to the said Cm*assies and
6issions 8ithin > (-ie) *or)in: days of the pu*lication date *y Cxpress 6ail )ervice
(C6)! of the postal department. A compliance report shall *e su*mitted in this respect to
the )C Kointly *y the issuer and the issue manager 8ithin + ("8o! 8orking days from
the date of said dispatch of the prospectus and the forms.
8. "he paper clipping of pu*lication of price sensitive information and a*ridged version of
prospectus, as mentioned at condition 0 7 3 aboe, shall *e su*mitted to the
ommission 8ithin 23 hours of the pu*lication thereof.
9. "he company shall maintain separate *ank account(s! for collecting proceeds of the
/epeat Pu*lic :ffering and shall also open Foreign urrency (F! account(s! to deposit
the application money of the 4on /esident Bangladeshis (4/Bs! for /P: purpose, and
shall incorporate full particulars of said F account(s! in the prospectus. "he company
shall open the a*ove mentioned accounts for /P: purposeM and close these accounts after
refund of over$su*scription money. 4on$/esident Bangladeshi (4/B! means
Bangladeshi citi(ens staying a*road including all those 8ho have dual citi(enship
(provided they have a valid Bangladeshi passport! or those, 8hose foreign passport *ears
a stamp from the concerned Bangladesh Cm*assy to the effect that no visa is re9uired for
traveling to Bangladesh.
10."he issuer company shall apply to all the stock exchanges in Bangladesh for listing
8ithin ?(Seen) *or)in: days from the date of issuance of this letter and shall
simultaneously su*mit the vetted prospectus 8ith all exhi*its, as su*mitted to )C, to the
stock exchanges.
11."he follo8ing declaration shall *e made *y the company in the prospectus, namely#
Declaration about Listin: of !onds *ith the Stoc) #xchan:e(s)
B4one of the stock exchange(s!, if for any reason, grants listing 8ithin =5 ()eventy Five!
days from the closure of su*scription, any allotment in terms of this prospectus shall *e
void and the company shall refund the su*scription money 8ithin -5 (Fifteen! days from
the date of refusal for listing *y the stock exchanges, or from the date of expiry of the
said =5 ()eventy Five! days, as the case may *e.
In case of non$refund of the su*scription money 8ithin the aforesaid -5 (Fifteen! days,
the Directors of the company, in addition to the issuer company, shall *e collectively and
severally lia*le for refund of the su*scription money, 8ith interest at the rate of +N ("8o
Percent! per month a*ove the *ank rate, to the su*scri*ers concerned.
"he issue manager, in addition to the issuer company, shall ensure due compliance of the
a*ove mentioned conditions and shall su*mit compliance report thereon to the
ommission 8ithin = ()even! days of expiry of the aforesaid fifteen days time period
allo8ed for refund of the su*scription money.L
12. "he su*scription list shall *e opened and the sale of securities commenced after 2>
((*enty -ie) days of the pu*lication of the a*ridged version of the prospectus and shall
remain open for > (-ie) consecutie ban)in: days.
13.A 4on /esident Bangladeshi (4/B! shall apply either directly *y enclosing a foreign
demand draft dra8n on a *ank paya*le at Dhaka, or through a nominee *y paying out of
foreign currency deposit account maintained in Bangladesh or in "aka, supported *y
foreign currency encashment certificate issued *y the concerned *ank, for the value of
securities applied for through crossed *ank che9ue marking BAccount Payee onlyL.
Application shall *e sent *y the 4/B applicants shall send applications to the issuer
company *y the closing date of the su*scription for 4/B applicants. Applications
received *y the company after the time period 8ill not *e considered for allotment
purpose.
14."he company shall apply the spot *uying rate ("" clean! in U) Dollar, U0 Pound
)terling and Curo of )onali Bank, 8hich shall *e mentioned in the Prospectus, as
prevailed on the date of opening of the su*scription for the purpose of application of the
4/Bs and other non$Bangladeshi persons, 8herever applica*le.
15."he company and the issue manager shall ensure prompt collectionFclearance of the
foreign remittances of 4/Bs and other non$Bangladeshi(s!, if applica*le, for allotment of
*onds.
16.Upon completion of the period of su*scription for securities, the issuer and the issue
manager shall Kointly provide the ommission and the stock exchanges 8ith the
preliminary status of the su*scription 8ithin > (-ie) *or)in: days, in respect of the
follo8ing matters, namely#
(a! "otal num*er of securities for 8hich su*scription has *een receivedM
(*! Amount received from the su*scriptionM and
(c! Amount of commission paid to the *ankers to the issue.
17."he issuer and the issue manager shall Kointly provide the ommission and the stock
exchanges 8ith the list of valid and invalid applicants (i.e. final status of su*scription! to
the ommission 8ithin 0 ((hree) *ee)s after the closure of the su*scription along 8ith
*ank statement (original!, *ranch$8ise su*scription statement, 4/B application forms
(photocopy attested *y the C:s of the Issuer ompany and the Issue 6anager!. "he list
of valid and invalid applicants shall *e finali(ed after examination 8ith the DBL in
respect of B: accounts and particulars thereof.
18."he /P: shall stand cancelled and the application money shall *e refunded immediately
(*ut not later than 5 (Five! 8eeks from the date of the su*scription closure!, if any of the
follo8ing events occur#
(a) Upon closing of the su*scription list it is found that the total num*er of valid
applications (in case of under su*scription including the num*er of the under8riter!
is less than the minimum re9uirement as specified in the listing regulations of the
stock exchange(s! concernedM or
(*! At least 5&N of the /P: is not su*scri*ed.
19.-&N of total pu*lic offering shall *e reserved for 4on$/esident Bangladeshis (4/Bs! and
-&N for mutual funds and collective investment schemes registered 8ith the ommission
and the remaining 3&N shall *e open for su*scription *y the general pu*lic. In case of
under su*scription under any of the -&N categories mentioned a*ove, the unsu*scri*ed
portion shall *e added to the general pu*lic category and, if after such addition, there is
over su*scription in the general pu*lic category, the issuer and the issue manager shall
Kointly conduct an open lottery of all the applicants added together.
20.All the applicants shall first *e treated as applied for one minimum mar)et lot of >
bonds *orth (a)a >'&&& ("aka Five "housand only!. If, on this *asis, there is over
su*scription, then lottery shall *e held amongst the applicants allocating one
identification num*er for each application, irrespective of the application money. In case
of over$su*scription under any of the categories mentioned hereina*ove, the issuer and
the issue manager shall Kointly conduct an open lottery of all the applications received
under each category separately in presence of representatives from the issuer, the stock
exchanges and the applicants, if there *e any.
21.,n applicant cannot submit more than t*o applications' one in his@her o*n name
and the other Aointly *ith another person. In case an applicant ma)es more than
t*o applications' all applications *ill be treated as inalid and *ill not be
considered for allotment purpose. In addition' *hole or part of the application
money may be forfeited by the Commission.
22.Lottery (if applica*le! shall *e held 8ithin 3 (-our) *ee)s from closure of the
su*scription date.
23."he company shall issue *ond allotment letters to all successful applicants *ithin >
(-ie) *ee)s from the date of the su*scription closing. Iithin the same time, refund to
the unsuccessful applicants shall *e made in the currency in 8hich the value of securities
8as paid for *y the applicants 8ithout any interest, through direct deposit to the
applicant<s *ank account as far F Account Payee he9ueF refund 8arrants 8ith *ank
account num*er, *ank<s name and *ranch as indicated in the securities application forms
paya*le at DhakaF hittagongF 0hulnaF /aKshahiF BarisalF )ylhetF Bogra, as the case may
*e su*Kect to condition no. 2% aboe.
.efund money of the unsuccessful applicants shall be credited directly to their
respectie ban) accounts' *hich hae chosen the option in the .PO application
forms' as maintained *ith the ban)ers to the issue or any other ban)s mentioned in
the application.
A compliance report in this regard shall *e su*mitted to the ommission *ithin ?
(Seen) *ee)s from the date of closure of su*scription.
24."he company shall furnish the List of Allotees to the ommission and the stock
exchange(s! simultaneously in 8hich the *onds 8ill *e listed, *ithin 23 ((*enty -our)
hours of allotment.
25.In the event of under$su*scription of the pu*lic offering, the unsu*scri*ed portion of
securities shall *e taken up *y the under8riter(s! (su*Kect to Para -3 a*ove!. "he issuer
must notify the under8riters to take up the under8ritten *onds *ithin %& ((en) days of
the closing of su*scription on full payment of the *ond money *ithin %> (-ifteen) days
of the issuer<s notice. "he under8riter shall not share any under8riting fee 8ith the issue
manager, other under8riters, issuer or the sponsor group.
26.Loc)=in proision shall be applicable upon conersion of bonds as per rule.
27."he company and the Issue 6anager shall apply to the stock exchanges for listing *ithin
?(Seen) *or)in: days of issuance of this letter and shall simultaneously su*mit to then
ommission attested copies of the application filed 8ith the stock exchanges.
P,.(B!
1. "he Issuer and IDL Finance Limited, the Issue 6anager shall ensure that the a*ridged
version of the prospectus and the full prospectus is pu*lished correctly and in strict
conformity 8ithout any errorFomission, as vetted *y the Bangladesh )ecurities and
Cxchange ommission.
2. "he issue manager shall carefully examine and compare the pu*lished a*ridged version
of the prospectus on the date of pu*lication 8ith the copy vetted *y B)C. If any
discrepancyFinconsistency is found, *oth the issuer and the issue manager shall Kointly
pu*lish a corrigendum immediately in the same ne8spapers concerned, simultaneously
endorsing copies thereof to B)C and the stock exchange(s! concerned, correcting the
discrepancyFinconsistency as re9uired under ;Due Diligence ertificates< provided 8ith
B)C.
3. Both the issuer company and the issue manager shall, immediately after pu*lication of
the prospectus and its a*ridged version, Kointly inform the ommission in 8riting that the
pu*lished prospectus and its a*ridged version are ver*atim copies of the same as vetted
*y the ommission.
4. "he fund collected through /epeat Pu*lic :ffering and private placement of *onds shall
not *e utili(ed prior to listing 8ith stock exchanges and that utili(ation of the said fund
shall *e effected through *anking channel, i.e. through account payee che9ue, pay order
or *ank drafts etc.
5. "he company shall furnish report to the "rustee and the ommission on utili(ation of
/P: proceeds *ithin %> (-ifteen) days of the closing of each 9uarter until such fund is
fully utili(ed, as mentioned in the schedule contained in the prospectus, and in the event
of any irregularity or inconsistency, the ommission may employ or engage any person,
at issuer<s cost, to examine 8hether the issuer has utili(ed the proceeds for the purpose
disclosed in the prospectus.
6. All transactions, excluding petty cash expenses, shall *e effected through the company<s
*ank account(s!.
7. Proceeds of the /epeat Pu*lic :ffering shall not *e used for any purpose other than those
specified in the prospectus. Any deviation in this respect must have prior approval of the
*ondholders in the *ondholders meeting under intimation to B)C and stock exchanges.
8. "he Issuer and the "rustee shall Kointly su*mit to the ommission an annual status report
of the *onds containing among others, details a*out deployment of fund, return from the
fund and profits paid to the *ondholders, decisions of the *ondholder<s meeting (if any!
8ithin 0 (three) months from the date of Annual Eeneral 6eeting of the company.
9. "he "rustee shall ensure compliance *y the issuer in respect of *ondholders< rights as per
the "rust deed and shall su*mit to the ommission an annual compliance report 8ithin
three (0) months from the date of Annual Eeneral 6eeting of the ompany.
P,.(=C
<
1. "he Issuer shall execute the "rust Deed 8ith the "rustee and register the same under the
"rust Act, -33+ and shall su*mit a copy of the trust deed attested *y the hief Cxecutive
:fficers of the Issuer, "rustee and the Issue 6anager to the ommission.
2. "he Issuer shall execute charge agreements 8ith the "rustee.
P,.(=D
1. All the a*ove conditions imposed under section + of the )ecurities and Cxchange
:rdinance, -212 shall *e incorporated in the prospectus immediately after the page of the
ta*le of contents, 8ith a reference in the ta*le of contents, prior to its pu*lication.
2. "he ommission may impose further conditionsFrestrictions etc. from time to time as and
8hen considered necessary 8hich shall also *e *inding upon the issuer company.
P,.(=#
1. As per provision of the Depository Act, -222 and regulations made there under, *onds
8ill only *e issued in demateriali(ed condition. All transferFtransmissionFsplitting 8ill
take place in the entral Depository Bangladesh Ltd. (DBL! system.
An applicant (including 4/B! shall not *e a*le to apply for allotment of *onds 8ithout
Beneficial :8ners (B:! account.
2. "he issue manager shall also ensure due compliance of all the a*ove conditions.
+eneral Information
IDLC -inance Limited' the Issue 6anager has prepared this prospectus *ased on the
information provided *y Phoenix Insurance Company Limited (Issuer! and also upon several
discussions 8ith the 6anaging Director and concerned executives of the issuer company. "he
Directors, including 6anaging Director, of Phoenix Insurance ompany Limited, IDL Finance
Limited collectively and individually, having made all reasona*le in9uires, confirm that to the
*est of their kno8ledge and *elief, the information contained herein is true and correct in all
material aspects and that there are no other material facts, the omission of 8hich 8ould make
any statement herein misleading.
4o person is authori(ed to give any information or to make any representation not contained in
this Prospectus, and if given or made, any such information or representation must not *e relied
upon as having *een authori(ed *y the Issuer ompany or Issue 6anager.
"he Issue as contemplated in this document is made in Bangladesh and is su*Kect to the exclusive
Kurisdiction of the courts of Bangladesh. For8arding this Prospectus to any person resident
outside Bangladesh in no 8ay implies that the Issue is made in accordance 8ith the la8s of that
country or is su*Kect to the Kurisdiction of the la8s of that country.
A copy of this Prospectus may *e o*tained from the 7ead :ffice of Phoenix Insurance ompany
Limited, IDL Finance Limited, the Under8riters and the )tock Cxchanges 8here the securities
8ill *e listed.
Declarations and Due Dili:ence Certificates
Declaration about the .esponsibility of the Director(S)' Includin: the C#O of the 8Phoenix
Insurance Company Limited9 in .espect of the Prospectus
"his Prospectus has *een prepared, seen and approved *y us, and 8e, individually and
collectively, accept full responsi*ility for the authenticity and accuracy of the statements made,
information given in the prospectus, documents, financial statements, exhi*its, annexes, papers
su*mitted to the ommission in support thereof, and confirm, after making all reasona*le
in9uiries that all conditions concerning this pu*lic issue and prospectus have *een met and that
there are no other information or documents, the omission of 8hich make any information or
statements therein misleading for 8hich the ommission may take any civil, criminal or
administrative action against any or all of us as, it may deem fit.
Ie also confirm that full and fair disclosure has *een made in this prospectus to ena*le the
investors to make a 8ell$informed decision for investment.
)dF$ )dF$ )dF$
6ohammad )hoe* Deen 6ohammad 6a(harul 7a9ue
hairman Director Director
)dF$ )dF$ )dF$
/afi9ul Islam 0han 6o*arak Ali A(i($Al$6ahmood
Director Director Director

)dF$ )dF$ )dF$
A*dur /ahman 6eherun 7o9ue Iasif Ahmed

)dF$ )dF$ )dF$
6an(oorul 7a9ue 6ohammad 7aider Ali 6d. Hamirul Islam
6ohammad
Director Director 6anagin Director

Consent of Director(s) to Sere as Director(s)
Ie here*y confirm that 8e have *een serving as Director(s! of Phoenix Insurance ompany
Limited and continue to act as a Director of the ompany.
)dF$ )dF$ )dF$
6ohammad )hoe* Deen 6ohammad 6a(harul 7a9ue
hairman Director Director
)dF$ )dF$ )dF$
A*dur /ahman 6eherun 7o9ue Iasif Ahmed

)dF$ )dF$
6an(oorul 7a9ue 6ohammad 7aider Ali
6ohammad
Director Director

Declaration about -ilin: of Prospectus *ith the .e:istrar of 1oint Stoc) Companies and
-irms
A dated and signed copy of the Prospectus has *een filed for registration 8ith the /egistrar of
Hoint )tock ompanies and Firms, Eovernment of the Peoples< /epu*lic of Bangladesh, as
re9uired under )ection -'3(-! of the ompanies Act, -22% on or *efore the date of pu*lication of
the prospectus.
Declaration by the Issuer about the ,pproal from Securities and
#xchan:e Commission for any 4aterial Chan:e
In case of any material changes in any agreement, contract, instrument, facts and figures,
operational circumstances and statements made in the Prospectus su*se9uent to the preparation
of the Prospectus and prior to its pu*lication, shall *e incorporated in the Prospectus and the said
Prospectus should *e pu*lished 8ith the approval of the ommission.
For Issuer
)dF$
4d. 1amirul Islam
6anaging Director
Phoenix Insurance ompany Limited
Declaration by the Issue 4ana:er about the ,pproal from
!an:ladesh Securities and #xchan:e Commission for any 4aterial Chan:e
In case of any material changes in any agreement, contract, instrument, facts and figures,
operational circumstances and statement made in the Prospectus su*se9uent to the preparation of
the Prospectus and prior to its pu*lication, shall *e incorporated in the Prospectus, and the said
Prospectus should *e pu*lished 8ith the approval of the ommission.
For 6anager to the Issue
)dF$
Selim .. -. 5ussain
C: J 6anaging Director
IDL Finance Limited

Due Dili:ence Certificate of the 4an:ers to the Issue
SubAect/ .epeat Public Offer of 2&'&&& Conertible !onds (C!) of
(). %'&&& each totalin: to (). 2&'&&&'&&& of Phoenix Insurance Company Limited
Ie, the under$noted 6anager to the Issue to the a*ove$mentioned forthcoming issue, state as
follo8s#
1. Ie, 8hile finali(ing the draft prospectus pertaining to the said issue, have examined
various documents and other materials as relevant for ade9uate disclosures to the
investorsM and
2. :n the *asis of such examination and discussions 8ith the issuer company, it<s Directors
and officers, and other agencies, independent verification of the statements concerning
o*Kects of the issue, and the contents of the documents, and other materials furnished *y
the issuer company.
Ce Confirm (hat/
a) "he draft prospectus for8arded to the ommission is in conformity 8ith the documents,
materials and papers relevant to the issueM
b) All the legal re9uirements connected 8ith the said issue have *een duly complied 8ithM
and
c) "he disclosures made in the draft prospectus are true, fair and ade9uate to ena*le the
investors to make a 8ell informed decision for investment in the proposed issue.
For 6anager to the Issue
)dF$
Selim .. -. 5ussain
C: J 6anaging Director
IDL Finance Limited
Due Dili:ence Certificate of the "nder*riter(s)
Ie, the under$noted Under8riter(s! to the a*ove mentioned forthcoming issue, state individually
and collectively as follo8s#
1. Ie, 8hile under8riting the a*ove mentioned issue on a firm commitment *asis, have
examined the draft prospectus, other documents and materials as relevant for our
under8riting decisionM and
2. :n the *asis of such examinationM and the discussions 8ith the issuer company, it<s
Directors and officers, and other agencies, independent verification of the statements
concerning o*Kects of the issue, and the contents of the documents, and other materials
furnished *y the issuer company.
Ce Confirm (hat/
a) All information as are relevant to our under8riting decision have *een received *y us
and that the draft prospectus for8arded to the ommission has *een approved *y usM
b) Ie shall su*scri*e and take up the un$su*scri*ed securities against the a*ove$mentioned
pu*lic issue 8ithin fifteen (-5! days of calling up thereof *y the issuerM and
c) "his under8riting commitment is une9uivocal and irrevoca*le.
For Under8riter(s!
)dF$
4ana:in: Director@Chief #xecutie Officer@Director
Prime Bank Limited ity Bank Limited LankaBangla Finance Limited
Prime Finance J Investment Limited IDL Finance Limited
Due Dili:ence Certificate of (rustee to the Issue
Ie, the under$noted "rustee to the Issue to the a*ove mentioned forthcoming issue, state as
follo8s#
1. Ie, 8hile agree to act as trustee to the a*ove mentioned issue, have examined the
Information 6emorandumF draft prospectus, other documents and materials as relevant
for our decisionM and
2. :n the *asis of such examinationM and the discussions 8ith the issuer company, its
Directors and officers, and other agencies, independent verification of the statements
concerning o*Kects of the issue, and the contents of the documents, and other materials
furnished *y the issuer company.
Ce Confirm (hat/
a) "he Information 6emorandumF draft prospectus for8arded to the commission is in
conformity 8ith the documents, materials and papers relevant to the issueM
b) All the legal re9uirements connected 8ith the said issue have *een duly complied 8ithM
c) "he disclosures made in the Information 6emorandumF draft prospectus are true, fair
and ade9uate to ena*le the investors to make a 8ell informed decision for investment in
the proposed issueM and
d) "he )ecurities and Cxchange ommission (pu*lic Issue! /ules, +&&1 have *een
complied 8ith.
For "rustee to the Issue
)dF$
Ali /e(a Iftekhar
6anaging Director J C:
Castern Bank Limited
Statement .e:ardin: 5oldin: ,nnual +eneral 4eetin: since Inception
Phoenix Insurance ompany Limited incorporated on 4ovem*er +=, -231. "he ompany 8as
listed in Dhaka )tock Cxchange Ltd (D)C! on Decem*er %, -22% and the next day, launched
trading of shares in the D)C and has *een holding Annual Eeneral 6eeting (AE6! regularly
since inception. "he details a*out AE6 of the company are given *elo8#
4o. of AE6 Date of AE6 Dividend
-
st
+5$-&$-225 4ill
+
nd
-5$-&$-221 4ill
'
rd
+-$&2$-22= Nill
%
th
--$&3$-223 Nill
5
th
+2$&=$-222 Nill
1
th
+=$&1$+&&& Nill
=
th
+-$&5$+&&- Nill
3
th
&2$&3$+&&+ 5N
2
th
-5$&1$+&&' 5N
-&
th
+-$&5$+&&% +5N
--
th
+3$&1$+&&5 +5N
-+
th
&%$&=$+&&1 '&N
-'
th
&3$&=$+&&= +&N
-%
th
+'$&1$+&&3 ++N
-5
th
+%$&1$+&&2 +5N
-1
th
++$&1$+&-& +5N
-=
th
+5$&1$+&-- 5N
-3
th
+1$&1$+&-+ +5N
For Issuer
)dF$
4d. 1amirul Islam
6anaging Director
Phoenix Insurance ompany Limited
.is) -actors 7 4ana:ementDs Perception about the .is)s
An investment in capital market involves a high degree of risk. "he insurance company is
operating in an industry involving *oth external and internal risk factors having direct as 8ell as
indirect effects on the investments made *y the investors. All investors should carefully consider
all of the information in this Prospectus, including the risk factors, *oth external and internal, and
management perception therea*out enumerated hereunder *efore making an investment decision.
If any of the follo8ing risks actually occur, their *usiness, results of operations and financial
condition could suffer, the trading price of their *onds could decline, and investors may lose all
or part of their investment.
(a) Interest .ate .is)s
Interest rate risk is concerned 8ith *orro8ed funds of short term and long$term maturity. Interest
rate risk is the risk that the company faces due to unfavora*le movements in the interest rates. In
case of any volatility in the money market the financial expenses may increase significantly
8hich 8ill ultimately reduce the profita*ility of the company.
Management perception
The management is aware of the impact of high financial expenses and continuously exploring
attractive and competitive sources of fund. As a part of this initiative the management approved
the issue of CB. Currently discount rate of the bond is comparatively lower than the current
borrowing rate. So the raising of finance through issuance of CB is favorable for the company
under the current situation. Again, as the consequences of unusual and abrupt increase in the
borrowing rate cannot be avoided, hoenix !nsurance ta"es all the appropriate measures to
minimi#e the negative consequences. $or instance, the company currently pursues a policy under
which interest rates can be revised for any unusual and abrupt change at its own discretion as
and when required.
(b) #xchan:e .ate .is)s
Cxchange rate fluctuation may reduce the profita*ility of Phoenix Insurance *ecause some of
it<s< services, such as marine insurance, overseas mediclaim insurance, riot Jstrike damage
insurance, aviation insurance etc. may *e affected *y exchange rate fluctuation
%xchange rate ris" arises from exchange rate movements, which may affect the earning of the
company from its foreign exchange open position ta"en from time to time. This ris" is mainly
managed by setting &i' determined limits on open foreign exchange position, &ii' monitoring open
position against these limits ( &iii' setting and monitoring of stop loss mechanism.
(c) Industry .is)s
"he *ank is operating in a highly competitive market as modern insurance industry has *rought
greater *usiness diversification. "aken together, these changes have made insurances an even
more important entity in the glo*al *usiness community. "he entry of ne8 competitor may
increase the market competition and profita*ility of the company.
$inancial !nstitution &$!' is a fast growing industry. There is a good potential for a well)
established and growing financial institutions li"e hoenix !nsurance to expand and increase its
mar"et share. !n order to do that we are drawing our attention to investment ban"ing and
financial engineering.
(d) 4ar)et 7 (echnolo:y .elated .is)s
Financial market of Bangladesh is currently very competitive and it is currently one of the fastest
gro8ing industries in Bangladesh. "he entrance of ne8 entities into the market is increasing the
competitiveness of the market. )trong marketing and *rand management 8ould help the
company to increase their customer *ase.
hoenix !nsurance has incorporated triple bottom li"e approach in its operation, first one of
which is ma"ing profit by mobili#ing fund from urban to rural areas, second is performing social
responsibility by creating an entrepreneurial class and third is ma"ing the financial environment
safer.
(e) (echnolo:y .elated .is)s
"echnology plays vital role for ensuring *etter services to the customers and minimi(ing the cost
in various aspects. "he financial institutions and insurance companies must em*race ne8
technology to *e efficient enough to cope up 8ith the future changing demand.
hoenix !nsurance is always trying to initiate new technology to ma"e their business more
advanced. As an insurance company they also need to have installed updated technology. *e are
also exploring our chances in financial technology.
(f) Potential or #xistin: +oernment .e:ulations
"he company operates under the specific guidelines laid do8n *y Bangladesh Bank, Bangladesh
)ecurities and Cxchange ommission (B)C! and other regulatory authorities. "he ompany
also operates under ompanies Act -22% and other related regulations, Insurance Act +&-&,
Income "ax /ules -23%, >alue Added "ax (>A"! Act -22- and ID/A +&-&. Any a*rupt changes
of the policies made *y the regulatory authorities may adversely affect the *usiness of the
ompany.
+nless any policy change that may negatively and materially affect the industry as a whole, the
business of the company is expected not to be affected significantly. Before the !nsurance Act of
,-.-, the insurance companies used to follow the !nsurance Act ./01. This change was made in
response to need to moderni#e and ma"e precise the previous act in many manners.
(:) Potential Chan:es in +lobal or National Policies
A financial institution<s a*ility to operate a profita*le *usiness is directly related to the monetary
and fiscal policy of the country at any given time. Imposition of restrictive monetary andFor
fiscal policy *y the government at any time may affect a company<s profita*ility. Again, changes
in the existing glo*al or national policies can have either positive or negative impacts for the
*ank.
The management of hoenix !nsurance is always concerned about the prevailing and upcoming
future changes in the global or national policy and shall response appropriately and timely to
safeguard its interest.
%E
(h) Potential Chan:es in Political 7 #conomic Condition
hanging economic conditions may affect the demand for the type of insurance service offered
*y the company. Do8nturn of economic activity or uncertainty may result in a do8nturn in
demand for services in the industry.
2enerally, this ris" applies to every financing institution in the country but they are normally
mitigated by being aware of the circumstances and ta"ing appropriate action in time. hoenix
!nsurance3s performance has been steady during periods of political turmoil and natural
calamities. 4n the other hand, political turmoil and the disturbance are bad for the economy as
a whole and so also for the company.
Issue SiFe and Purpose of the Public Offerin:
SiFe of the Issue
"he total si(e of Phoenix Insurance<s +5N onverti*le Bonds is BD" -&&,&&&,&&& ("ake :ne
7undred 6illion :nly! of 8hich face value of each *ond is BD" -,&&&. :ut of the total issue
si(e, 3&N of the total issue, i.e. BD" 3&,&&&,&&& ("aka Cighty 6illion :nly! has *een allocated
for private placement and allocation of these *onds 8ill *e made along 8ith the pu*lic
su*scription. "he *ank shall go for Pu*lic :ffer for the rest of the amount, i.e. +&,&&& (+&N of
the total issue si(e! onverti*le Bonds (B! of "k. -,&&& each at par 8orth "k. +&,&&&,&&& ("aka
"8enty 6illion :nly!.
Investor, 8ho su*scri*ed the amount offered through private placement are as under#
Name
No. of Lot
Subscribed
No. of "nit
Subscribed
Issue Price
(!D()
Agrani Bank Limited ',&&& -5,&&& -5,&&&,&&&
Delta Life Insurance -,&&& 5,&&& 5,&&&,&&&
"he ity Bank Limited %,&&& +&,&&& +&,&&&,&&&
A* Bank -st 6utual Fund +,&&& -&,&&& -&,&&&,&&&
6utual "rust Bank Ltd -,&&& 5,&&& 5,&&&,&&&
Ific Bank -st 6utual Fund ',&&& -5,&&& -5,&&&,&&&
Dutch$Bangla Bank +,&&& -&,&&& -&,&&&,&&&
(otal -1,&&& 3&,&&& 3&,&&&,&&&
Note/ Allotment of the *onds 8ill *e made at a time along 8ith pu*lic su*scriptions.
"se of PO Proceeds
Phoenix Insurance ompany Limited is raising "ier II capital through repeat pu*lic offering in
order to comply 8ith the regulatory re9uirement of Bangladesh Bank. "he proceeds of the pu*lic
offering 8ill strengthen the capital *ase of the company and augment *usiness expansion. "he
fund thus raised 8ould *e generally used for undertaking additional insurance service and private
investment.
(erms of Contract
"here is no such contract for repayment of any lia*ility.
Information about the Company
Phoenix Insurance Company Ltd/ Company Profile
"he Phoenix Insurance ompany Ltd, one of the first generation leading general insurance
companies in Bangladesh em*arked on its Kourney on 4ovem*er +=, -231. 6r. Dean
6ohammad, hairman of the Phoenix Eroup in association 8ith 6aK. Een. (/etd! A*dul
6annan )iddi9ui 8ho 8as the founder chairman along 8ith a group of entrepreneurs founded
the company 8ith a paid$up capital of "k '& million.
"he ompany, head9uartered in Dhaka, *egan operation in most parts of the country after
o*taining certificate on Decem*er -, -231 and *eing registered 8ith the department of insurance
on Decem*er %, the same year.
"he company first announced first dividend for its shareholders on April +-, -22& and issued
prospectus for pu*lic floatation of shares on Huly +3, -22%. Under the Insurance act of -2'3 8ith
the slogan ;)ervice for )ecurity< the ompany 8as listed in Dhaka )tock Cxchange Ltd (D)C!
on Decem*er %, -22% and the next day, launched trading of shares in the D)C. "he shares of first
trading 8ere valued at "aka %%& each. "he first AE6 of the company took place at the
)onargaon 7otel Dhaka on :cto*er +5, -225 8here all the sponsors, directors, shareholders,
employees, clients, mem*ers of regulatory *odies 8ere present. "he company issued first *onus
share on Huly -, +&&' and signed agreement 8ith DBL on Decem*er ++, +&&%. It started de$mat
settlement on Hanuary -5, +&&5.
"he authori(ed capital of the company is BD" -,&&& million and paid$up capital of the company
is BD" '++ million as of Hune '&, +&-'.
Corporate Gision
"heir vision is to *e an innovative, profita*leM customer$oriented insurance enterprise 8ith a
national focus, there*y assisting stakeholders and pu*lic to *uild a Kust, enlightened, healthy, and
democratic and poverty free Bangladesh.
Corporate 4ission
"heir mission is to provide nonparallel service, protect our policy holdersO interest and contri*ute
to the sta*ility of national economy.
Core ObAecties/
"o materiali(e the dreams inscri*ed in our vision and the targets spell in their mission, they have
set a good num*er of o*Kectives. "hese are as follo8s#
"o conduct transparent and high 9uality general insurance service.
"o create *est value for customers, shareholders and all stake holders.
"o utili(e stronger I"$driven initiatives in order to meet the challenges and re9uirements
of the company and its clients.
"o improve administrative and organi(ational configuration in order to prepare the
platform for *est practices of corporate governance.
"o meet the various insurance needs of the community that 8ould arise in the changing
social and economic environment.
Nature of !usiness
Phoenix Insurance Ltd. has *een the fastest gro8ing insurance company from -225 to till date. It
operates under a Pdou*le *ottom lineP agenda 8here profit and social responsi*ility go hand in
hand as it strives to8ards a poverty$free, enlightened Bangladesh.
Phoenix Insurance ompany offers insurance for Fire, 6otor, 6arine, argo, 7ull,
6iscellaneous, yclone, Flood, Carth9uake, Cngineering, /iot and )trike damage, :verseas
6ediclaim and "ravel Insurance. "he company has '- *ranches located all over Bangladesh and
provides online insurance service through most of its *ranches.
Principal Products and Serices
Phoenix Insurance Ltd. serves all types of modern, progressive and dynamic *usiness as 8ell as
insurance services to the customers of all strata of society. During the short span of time, the
Bank has *een highly recogni(ed and praised *y the *usiness community, from small
entrepreneurs to large traders and industrial conglomerates, and emerged as the fastest gro8ing
among the third generation insurance companies in respect of *usiness and profita*ility.
-ire Insurance/
Fire and Allied Perils Insurance
onse9uential Loss due to Fire Insurance
7otel :8ners All /isks Insurance
Industrial All /isks Insurance
4arine Insurance/
argo Insurance
7ull Insurance
4otor Insurance/
omprehensive Insurance
Act :nly Lia*ility Insurance
#n:ineerin: Insurance/
6achinery Breakdo8n Insurance (6BD!
ontractors All /isks Insurance (A/!
Crection All /isks Insurance (CA/!
Deterioration of )tock Insurance (D:)!
Clectronic C9uipment Insurance (CCI!
Boiler and Pressure >essels Insurance (BP>!
Po8er Point Insurance
4iscellaneous Insurance/
ash in "ransit Insurance
ashFProperty in Premises
Personal Accident Insurance
All /isks Insurance
EeneralFPu*lic Lia*ility Insurance
:verseas 6edicaid Insurance
Products Lia*ility Insurance
Cmployers Lia*ility Insurance
Fidelity Euarantee Insurance
)afe Deposit Box (Bank Lockers!
Distribution of Products@Serices
Phoenix Insurance Ltd. provides and processes its retail products and services through 8ide
range of net8ork. It currently has a 8ide coverage of '- *ranches as on Hune '&, +&-'.
Competitie Condition of !usiness
"he Insurance )ector in Bangladesh comprises of 1+ firms, 8hich include t8o state o8ned firms,
%' non$life insurance companies and -= life$insurance companies. All the companies compete
8ith each other for customers and are in search of sound investmentFlending targets. Despite of
huge competition, the earnings of the private insurance companies have gone up significantly
due to professionally managed operations.
Sources and ,ailability of .a* 4aterials and Principal Suppliers
/a8 material for the company is the fund for lending 8hich is *eing mo*ili(ed from an e9uity
capital, insurance premium and interest on loans.
Sources of and .eHuirement for Po*er' +as and Cater or any other "tilities
"he company does not re9uire such utilities except for ordinary use in office 8ork. "he sources
are#
Po*er/ )ources of electricity supply is mainly Po8er Development Board (PDB! and the
*ank uses o8ned generator in a*sence of electricity from PDB.
+as/ Eas supply is ensured *y "itas Eas Distri*ution Limited.
Cater/ Iater supply is ensured *y Iater and )e8erage Authority (IA)A!.
Description of 4aterial Patents' (rademar)s' Licenses or .oyalty ,:reements
Phoenix Insurance Ltd. has not entered into any such agreements.
Number of #mployees
"he total num*er of employees including contractual engaged for the 8hole year or part thereof
8ho received a total yearly remuneration of BD" '1,&&& or a*ove is 5+2 as on Hune '&, +&-'.
Description of Property
Location of Principal Plants and Other Property of the Company and their Condition
Phoenix Insurance Ltd. operates its *usiness through its 7ead :ffice at Pur*ani Annex Building
(-st Froor!, -FA, Dilkusha FA, Dhaka @ -&&& and its *ranch offices at different location on
rented premises. 7o8ever, the follo8ing operating assets at 8ritten do8n value o8ned *y the
*ank and taken on lease are given *elo8#
&*ritten 5own 6alue in Ta"a as per Audited Accounts'
Particulars As on Hune '&, +&-'
Land J Land Development -%%,&&&,&&&
Building =',&'3,1'=
>ehicles 2-,&2=,5%%
Furniture J Fixture ',&3-,=3+
:ffice C9uipment 225,'-5
(otal 0%2'2%0'2?E
Plan of Operation and Discussion of -inancial Condition
Internal 7 #xternal Source of Cash/
As per Audited Accounts Hune '&, +&-'
Internal Sources of Cash/ 1une 0&' 2&%0
:rdinary )hare apital %&',%-5,=+5
/etained Carning '+-,52-,+3'
Sub (otal ?2>'&&>'&&E
#xternal Sources of Cash/
Long "erm Loan From Bank -55,+=&,'3&
)hort "erm Loans %-+,=2-,='&
Sub (otal
513,&1+,--&
+rand (otal
-,+2',&12,--3
Seasonal ,spects
In general there is no seasonal impact on the *usiness of the ompany.
Ino*n (rends' #ents or "ncertainties
Political unrest, strike and flood are the kno8n events in our country. "hese may affect the
*usiness of the ompany.
Chan:es in ,ssets to Pay off Liabilities
4o asset of the ompany has *een used to pay off any lia*ilities.
Loans (a)en@+ien from Subsidiary or ,ssociate Concern
"he ompany has not taken Fgiven any loan from its su*sidiary.
-uture Contractual Liabilities
"he ompany has not, as Hune '&, +&-', entered into any future contractual lia*ility.
-uture Capital #xpenditure
"he company has planned to execute different proKects for *usiness expansion. "he follo8ing
schedule has *een planned to *e incurred in future#
#xpansion #stimated ,mount in (().)
Branch 3&&,&&&
Infrastructure +&&,&&&
I" -5&,&&&
G,(' Income (ax' or other (ax Liability
(i) G,(# Cxcept income from fees, commission and charges all other income of the ompany is
exempt from >A". "here is no outstanding >A" lia*ility as on Hune '&, +&-'.
(ii) Income (ax/ Assessment completed and settled up to the assessment year +&--$+&-+. "ax
return has *een filed for the assessment year +&--$+&-+, the assessment yet to *e finali(ed.
-inancial Lease Commitments
:ther than the lease mentioned in BDescription of PropertyL the ompany doesn<t have any lease
commitment. "he monthly dues of a*ove lease rent lia*ilities 8ill *e paid out of the resources of
the ompany in terms of the provisions of the Lease ontracts.
Personnel .elated Scheme
"he ompany undertakes various training schemes at home and a*road for human resource
development. It also has a 8ell$designed compensation packages for attracting highly capa*le
professional 8ith high degree of integrity. "his includes salary and allo8ances, *onus, leave
encashment, gratuity, provident fund, group life and health insurance scheme.
!rea) Do*n of #xpenses for Issue 4ana:er and "nder*riters
IP: Cxpenses#
5ead of #xpenses ,mount (appx)
Application fees -&,&&&
Issue 6anagement Fees -,1&&,&&&
Under8riting ommission %&&,&&&
Bankers to the Issue (appx! 3&&,&&&
Pu*lication 1&&,&&&
Printing '&&,&&&
Data processing 5,&&&,&&&
Listing Fees D)C J )C +,&&&,&&&
onsent Fees to )C +%&,&&&
Lottery and others expenses 5&&,&&&
DBL +&&,&&&
)ecurity deposit to DBL '&&,&&&
(otal %%';>&'&&&
.ealuation of CompanyDs ,ssets and Summary (hereof
4o revaluation has *een made to the Bank<s assets and lia*ilities.
, Special .eport from ,uditorDs ,bout ,llotment of Shares to Promoters in Cash/
"his is to certify that the apital structure of Phoenix Insurance Ltd. as on Hune '&, +&-' is as
follo8s#
,uthoriFed Capital/
-&&,&&&,&&& :rdinary )hares Q "k. -& each -,&&&,&&&,&&&
Issued' Subscribed and Paid up Capital/
%&,'&&,&&& :rdinary Q "k. -& each in fully in cash
At the time of Incorporation 21,&&&,&&&
Issued as on =F-&F+&&& 2&,&&&,&&&
Issued as on -5F-F+&&% -&&,&&&,&&&
Issued as on 3F-+F+&&= -&%,&&&,&&&
Issued as on 1F'F+&-& %&,&&&,&&&
(otal 23&'&&&'&&&
Ie certify that the ompany does not issue any shares other8ise than cash and the *ooks of
accounts of the ompany have *een verified and found in order.
)dF$
Date#$ 3
th
Huly, +&-' 0han Iaha* )hafi9ue /ahman J o
Dhaka hartered Accountants
Declaration .e:ardin: Non=Suppression of 4aterial Information/
"his is to declare that to the *est of our kno8ledge and *elief no information, facts,
circumstance, that are material have not *een suppressed that can change the terms and
conditions under 8hich the offer has *een made to the pu*lic.
)dF$
Date#$3
th
Huly, +&-' 0han Iaha* )hafi9ue /ahman J o
Dhaka hartered Accountants
Information about Directors and Officers
Directors of the Company
Name
Desi:natio
n
,:
e
#xperience
Nominated
!y
Period of
Nomination
6ohammad )hoe*
hairman %5 +'
Phoenix
Eroup
4FA
Deen 6ohammad
Director 5% += 4FA 4FA
6a(harul 7a9ue
Director 55 +5 4FA 4FA
/afi9ul Islam 0han
Director 5& +3 4FA 4FA
6o*arak Ali
Director 1+ '3 4FA 4FA
A(i($Al$6ahmood
Director %5 +& 4FA 4FA
A*dur /ahman Director %5 ++ 4FA 4FA
6eherun 7o9ue
Director '- 3 4FA 4FA
Iasif Ahmed
Director '+ -& 4FA 4FA
6an(oorul 7a9ue
Director +3 3 4FA 4FA
6ohammad 7aider Ali
Director %3 +% 4FA 4FA
Cvana Fahmida 6ohammad
Director '% 2 4FA 4FA
Badrudo((a 6annan
Director '5 -& 4FA 4FA
/oxshana Begum
Director 53 +1 4FA 4FA
)adia AnKum )iddi9ui
Director '+ 2 4FA 4FA
)adaf )hamsad 7a9ue
Director += % 4FA 4FA
DirectorsD Inolement in other or:aniFation
Name Name of Or:anisations
4ohammad Shoeb
Phoenix Finance, Phoenix )ecurities, Phoenix
Eroup of Industries, Phoenix )pinning 6ills,
Phoenix "extiles 6ills, /angdhanu )pinning
6ills and Apollo Ispat omplex Ltd.
Deen 4ohammad
Apollo group
4aFharul 5aHue
Castern Foundry and /e$rolling 6ills ltd.
.afiHul Islam Ihan
Paki(a Eroup of Industries, ity Bank Ltd.,
Phoenix Finance J Investments Ltd. and
Phoenix )ecurities Ltd.
4obara) ,li 4e8 United Industries Ltd., ity Bank Ltd.
and Phoenix )ecurities Ltd.
,FiF=,l=4ahmood Danish ondensed 6ilk Ltd., )tar Particles
and Board 6ills Ltd., Partex Eroup.
,bdur .ahman
Buriganga Flotating Pumps and Bangladesh
Easoline Pvt. Ltd.
4eherun 5oHue
ity Bank Ltd, IDL.
Casif ,hmed Phoenix 7oldings Ltd , "iger Iire and /e$
/olling 6ills.
4anFoorul 5aHue Lu*a* Airscape, Lu*a* 6ens essentials and
Phoenix )ecurities Ltd.
4ohammad 5aider ,li
$
#ana -ahmida 4ohammad Phoenix Finance J Investments Ltd., ity
Bank Ltd and Phoenix )ecurities Ltd.
!adrudoFFa 4annan
6iraro arriers Ltd. and 4autical )hipping.
.oxshana !e:um
Phoenix Finance J Investments Ltd
Sadia ,nAum SiddiHui
$
Sadaf Shamsad 5aHue
$
-amily .elationship amon: Directors and (op Officials
4o Family relationship exists *et8een the mem*ers of the Board of Directors and :fficers of the
ompany. "here is no family relationship among the Directors of the Board.
Credit Information !ureau (CI!) report
4either Phoenix Insurance Ltd. nor any of its directors or shareholders, 8ho hold 5N or more
shares in the paid$up capital of the issuer, is loan defaulter in terms of redit Information Bureau
(IB! of the Bangladesh Bank.
Description of top executies
Name Position Date of 1oinin: #xperience
6d. Hamirul Islam 6anaging Director 6ay, +&-- +2
6d. Imam )haheen Additional 6anaging Director 6ay, +&-- +&
6onoranKan 0undu Cxecutive Director (FJA! Hanuary, +&-- +%
:*aidullah Arif 0han Eeneral 6anager 6arch, +&&& +1
6d. /afi9ur /ahman ompany )ecretary April, +&&= -3
)unil 0rishna )aha Eeneral 6anager (/I! Hanuary, +&&2 '2
Eeneral 6anager Assistant Eeneral 6anager I" Huly, -22= -1
Inolement of Directors and Officers in Certain Le:al Proceedin:s
4o :fficer or Director of the ompany 8as involved in any of the follo8ing types of legal
proceedings in the last ten years.
a! Any Bankruptcy Petition filed *y or against any company of 8hich any :fficer or Director or
4ominee of the ompany filing the Prospectus 8as a Director, :fficer or Eeneral Partner at the
time of the *ankruptcy or 8ithin + ("8o! years prior to that timeM
*! Any conviction of an :fficer, Director or 4ominee in a criminal proceeding or any criminal
proceeding pending against himM
c! Any :rder, Hudgment or Decree of any ourt of competent Kurisdiction against any :fficer,
Director or 4ominee permanently or temporarily enKoining, *arring, suspending or other8ise
limiting the involvement of any :fficer or Director or 4ominee in any type of *usiness,
securities or other activitiesM
d! Any :rder of the )ecurities and Cxchange ommission, or other /egulatory Authority or
Foreign Financial /egulatory Authority, suspending or other8ise limiting the involvement of any
:fficer or Director or in any type of *usiness, securities or other activities.
Certain .elationships and .elated (ransactions
Phoenix Insurance Ltd. did not have any special arrangementFcommitment 8ith any of its
Directors or nominee for Director, Cxecutive :fficer or officer or any person o8ing 5N or more
of the outstanding stock of the company or any mem*er of the immediate family (including
spouse, parents, children and in$la8s! or a person in a 8ay connected 8ith the Director of either
the issuer company or any of its su*sidiaries or sister concerns or 8ho 8as a Director or
connected in any 8ay 8ith a Director at any time during the last t8o years prior to the
pu*lication of the prospectus.
#xecutie Compensation
/emuneration paid to top five executives#
Name Position .emuneration
6d. Hamirul Islam 6anaging Director -,+&&,&&&
6d. Imam )haheen Additional 6anaging Director =&&,&&&
6onoranKan 0undu Cxecutive Director (FJA! 5+5,&&&
:*aidullah Arif 0han Eeneral 6anager 5&&,&&&
6d. /afi9ur /ahman ompany )ecretary %&&,&&&
)unil 0rishna )aha Eeneral 6anager (/I! '=5,&&&
Eeneral 6anager Assistant Eeneral 6anager I" %+5,&&&
.emuneration Paid to Director *ho *as Not an Officer of the Company
"he company did not pay remuneration to any director 8ho 8as not director during the last fiscal
year.
-uture Compensation
"he company does not have any contract 8ith any director or officer regarding future
compensation.
Pay Increase Intention
"he except for normal annual increment and allo8ance, the company has no plan to su*stantially
increase the remuneration, salary etc.
Options +ranted to Directors' Officers and #mployees
"he company did not grant any option for issue of shares to any officer, director and other
employees of the company.
(ransaction *ith the Directors and Subscribers to the 4emorandum
!enefit from the Company
"he directors and su*scri*ers of the company have not received any *enefits other than director<s
fee 8hich has also *een disclosed in the audited statement for the period ended '& )eptem*er,
+&&2 and the company also has not received anything from its directors and su*scri*ers except
fund against allotment of shares.
Directors and SubscribersD ,ssets to the Company
"he directors and su*scri*ers of the company have not transferred any asset to the company *ut
deposited share money as re9uired. "he company ac9uired asses *y investing its o8n funds.
Securities O*ned by the Officers
"he officers of the company does not o8n any share of the company
,uditorDs Certificate .e:ardin: (an:ible ,ssets per Share
Ie have examined the calculation of 4et "angi*le Asset per share of the ompany as of Hune '&,
+&-' 8hich has *een prepared *y the management of Phoenix Insurance Limited. "he
preparation of the follo8ing calculation of 4et "angi*le Asset per share is the responsi*ility of
the companyRs 6anagement.
:ur responsi*ility is to revie8 and certify as to 8hether su*Kect matter has *een properly
prepared using accepta*le principles and on the *asis of Audited onsolidated Financial
)tatements for the period ended Hune '&, +&-'.
Based on our revie8, 8e here*y certify that the company has properly prepared the calculation of
4et "angi*le Asset per share using accepta*le principles and on the *asis of Audited
consolidated Financial )tatements for the nine month period ended Hune '&, +&-'.
Particulars As on '&th Hune +&-' ("k.!
urrent Assets (cash, *ank *alance, money at
call!
2&&,1-&,=+3
Fixed and other assets '-+,+-',+=3
"otal "angi*le Assets (A! -,+-+,3+%,&&1
"otal Lia*ilities (B! 513,&1+,--&
4et "angi*le Assets (A$B! 1%%,=1-,321
4um*er of )hares :utstanding (! %&,'%-,5=+
4et "angi*le Asset per )hare -5.23
)dF$
Ihan Cahab ShafiHue 7 Co.
Dhaka, Huly 3, +&-' hartered Accounts
-eatures of IPO
4ar)et for the Securities !ein: Offered
"he issuer shall apply to all the stock exchanges in Bangladesh 8ithin seven (=! 8orking days
fromthe date of consent accorded *y the ommission to issue prospectus.
"he issuer 8ill apply at#

And
Dha)a Stoc) #xchan:e Limited.
2FC, 6otiKheel ommercial Area, Dhaka -&&&
Declaration about Listin: of !onds *ith Stoc) #xchan:e(s)
4one of the stock exchange(s!, if for any reason, grants listing 8ithin seventy five (=5! days
from the closure of su*scription, any allotment in terms of this prospectus shall *e void and the
company shall refund the su*scription money 8ithin fifteen days from the date of refusal for
listing *y the stock exchanges, or from the date of expiry of the said seventy five (=5! days, as
the case may *e.
In case of non$refund of the su*scription money 8ithin the aforesaid fifteen (-5! days, the
company<s directors, in addition to the issuer company, shall *e collectively and severally lia*le
for refund of the su*scription money, 8ith interest at the rate of +N ("8o Percent! per month
a*ove the *ank rate, to the su*scri*ers concerned.
"he Issue 6anager, in addition to the Issuer ompany, shall ensure due compliance of the a*ove
mentioned conditions and su*mit compliance report, thereon, to the ommission 8ithin seven
(=!days of expiry of the aforesaid fifteen (-5! days time period allo8ed for refund of the
su*scription money.
Description of Securities Outstandin: or !ein: Offered
Diidend' Gotin:' Pre=emption .i:hts
"he share capital of the company is divided into ordinary shares and is eligi*le to receive
dividend in terms of the relevant provisions of the ompanies Act, -22% and the Articles of
Association of the company. All )hareholders shall have the usual voting right in person or *y
proxy or po8er of attorney in connection 8ith, among others, selection of Directors and Auditors
and other usual Eeneral 6eeting 8hether ordinary or extraordinary. :n a sho8 of hand, every
shareholder present and every duly authori(ed representative of a shareholder present at a
Eeneral 6eeting shall have one vote and on a poll every shareholder present in person or *y
proxy shall have one vote for every share held *y himFher.
Chitta:on: Stoc) #xchan:e Limited
)C Building, -&3&, )heikh 6uKi* /oad, hittagong %-&&
In case of any additional issue of shares for raising further capital, the existing shareholders shall
*e entitled in terms of the guidelines issued *y B)C time to time.
Conersion and LiHuidation .i:hts
If the ompany at any time issues converti*le preferences shares or de*entures 8ith the consent
of B)C orFand other regulatory authority, such holders of securities shall *e entitled to convert
such securities into ordinary shares if it is so determined *y the ompany.
In terms of the provisions of the ompanies Act, -22%, Articles of Association of the ompany
and other relevant rules in force, the shares of the company are freely transfera*le. "he company
shall not charge any fee for registering transfer of *onds. 4o transfer shall *e made to firms,
minors or persons of unsound mind.
Diidend Policy
"he profit of the company, su*Kect to any special right relating thereto created or
authori(ed to *e created *y the 6emorandum of Association and su*Kect to the provision
of the Articles of Association, shall *e divisi*le among the mem*ers in proportion to the
capital paid up on the shares held *y them respectively.
"he ompany in Eeneral 6eeting may declare dividend to *e paid to the mem*ers
according to their rights and interests in the profits and may fix the time of payment. But
no larger dividend shall *e declared than is recommended *y the Directors, *ut the
ompany at its Eeneral 6eeting may declare a smaller dividend. "he declaration of
Directors as to the amount of net profit of the company shall *e conclusive.
4o dividend shall *e paya*le except out of profits of the company or any other
undistri*uted profits. Dividend shall not carry interest as against the ompany.
"he Directors may, from time to time, pay the mem*ers, such interim dividend, as in their
Kudgment, the financial position of the ompany may Kustify.
A transfer of shares shall not pass the right to any dividend declared thereon *efore the
registration of transfer.
"here is no limitation on payment of dividends to common stockholders.
>2
Other .i:hts of the Shareholders
In terms of provisions of the ompanies Act -22%, Articles of Association of the ompany and
other relevant rules in force, the shares of the ompany are transfera*le. "he ompany shall not
charge any fee, other than Eovernment duties for registering transfer of shares. 4o transfer shall
*e made to a minor or person of unsound mind.
"he shareholders shall have the right to receive all periodical reports and statements, audited as
8ell as un$audited, pu*lished *y the company from time to time. "he Directors shall present the
financial statements as re9uired under the la8 and Bangladesh Accounting )tandards (BA)!.
Financial )tatements 8ill *e prepared in accordance 8ith the Bangladesh Accounting )tandards,
consistently applied throughout the su*se9uent periods and present 8ith the o*Kective of
providing maximum disclosure as per la8 and Bangladesh Accounting )tandard to the
shareholders regarding the financial and operational position of the ompany.
In case of any declaration of stock dividend *y issue of *onus shares, all shareholders shall *e
entitled to it, in proportion to their shareholdings, on the date of *ook closure for the purpose.
"he shareholder holding not less than -&N of the issuedFfully paid up capital of the company
shall have the right to re9uisition Cxtra$:rdinary Eeneral 6eeting of the company as provided
under )ection 3% of the ompanies Act, -22%.
-eatures of !ond
!ond
In finance, a *ond is a de*t security, in 8hich the authori(ed issuer o8es the holders a de*t and
depending on the terms of the *ond, is o*liged to pay interest (the coupon! andFor to repay the
principal at a later date, termed maturity. Ihen a company, private or pu*lic orporations or
Banks (or government! 8ishes to *orro8 money from the pu*lic on a long term *asis, it usually
does so *y issuing or selling de*t securities that is generally called *onds. A *ond is normally a
fixed interest *earing loan instruments, meaning that the *orro8er 8ill pay the interest on
predetermined time schedules *ut the principal 8ill *e repaid at the end of the loan i.e. on
maturity. "he amount that 8ill *e repaid at the end of the loan is called the *ond<s face value or
par value. "he num*er of years until the face value is paid is called the *ond<s time to maturity.
:nce the *ond has *een issued, the num*er of years to maturity declines as time goes *y. Interest
rates change over time. "he cash flo8s from a *ond, ho8ever, stay the same. As a result, the
value of the *ond 8ill fluctuate. Ihen interest rates rise, the present value of the *ond<s
remaining cash flo8s declines, and the *ond is 8orth less. Ihen interest rates fall, the *ond is
8orth more. "o determine the value of a *ond at a particular point of time, 8e need to kno8 the
num*er of periods remaining until maturity, the
face value, the coupon, and the market interest rate for *onds 8ith similar features. "his interest
rate re9uired in the market on a *ond is called the *ond<s Gield "o 6aturity (G"6!. As
mentioned earlier, *ond prices and interest rates al8ays move in opposite directions. Ihen
interest rates rise, a *ond<s value 8ill decline. )imilarly, 8hen interest rates fall, *ond values rise.
Eood 9uality corporate *onds com*ine relative safety 8ith an annual yield that is generally
higher than that availa*le else8here (even more than dividend yields on most listed common
stocks!.
-eatures of !onds
Nominal, Principal or Face Amount - the amount on 8hich the issuer pays interest and 8hich,
most commonly, has to *e repaid at the end. )ome structured *onds can have a redemption
amount 8hich is different to the face amount and can *e linked to performance of particular
assets such as a stock or commodity index, foreign exchange rate or a fund. "his can result in an
investor receiving less or more than his original investment at maturity.
Issue Price - the price at 8hich investors *uy the *onds 8hen they are first issued, 8hich 8ill
typically *e approximately e9ual to the nominal amount. "he net proceeds that the issuer
receives are thus the issue price, less issuance fees.
Maturity Date - the date on 8hich the issuer has to repay the nominal amount. As long as all
payments have *een made, the issuer has no more o*ligations to the *ond holders after the
maturity date. "he length of time until the maturity date is often referred to as the term or tenor
or maturity of a *ond.
Coupon - the interest rate that the issuer pays to the *ond holders.
Coupon Dates - the dates on 8hich the issuer pays the coupon to the *ond holders. 6ost of the
*onds are semi$annual, 8hich means that they pay a coupon every six months.
Optionality - :ccasionally a *ond may contain an em*edded optionM that is, it grants option$like
features to the holder or the issuer#
Callability = )ome *onds give the issuer the right to repay the *ond *efore the maturity
date on the call dates. "hese *onds are referred to as calla*le *onds. 6ost calla*le *onds
allo8 the issuer to repay the *ond at par. Iith some *onds, the issuer has to pay a
premium 8hich is called call premium. "his is mainly the case for high$yield *onds.
"hese have very strict covenants, restricting the issuer in its operations. "o *e free from
these covenants, the issuer can repay the *onds early, *ut only at a high cost.
Putability = )ome *onds give the holder the right to force the issuer to repay the *ond
*efore the maturity date on the put dates.
Call Dates and Put Dates = the dates on 8hich calla*le and puta*le *onds can *e
redeemed early.
Convertible Bond - A converti*le *ond is a type of *ond that the holder can convert into shares
of common stock in the issuing company or cash of e9ual value, at an agreed$upon price. It is a
hy*rid security 8ith de*t and e9uity$like features. From the issuerRs perspective, the key *enefit
of raising money *y selling converti*le *onds is a reduced cash interest payment. 7o8ever, in
exchange for the *enefit of reduced interest payments, the value of shareholderRs e9uity is
reduced due to the stock dilution expected 8hen *ondholders convert their *onds into ne8
shares. onversion strike price determines ho8 many shares can *e converted from each *ond.
-eatures of Phoenix Insurance Conertible !ond
Iey -eatures of Conertible !ond of Phoenix Insurance Limited
Issuer / Phoenix Insurance ompany Limited
Purpose / "o raise "ier + apital (su*Kect to regulatory approval! and
undertake normal commercial *anking activities 8ith the
proceeds as permitted *y the Bangladesh Bank.
Lead ,rran:er / Industrial J Infrastructure Development Finance o. Ltd
(IIDF!
Issue 4ana:er / IDL Finance Limited
(rustee / "he Castern Bank Limited
Inestors / 3&N of the total Issue )i(e shall *e offered to
institutional investors including onshore and
offshore investors and the remaining +&N shall *e
offered to pu*lic through IP:.
Issue SiFe / BD" -&&,&&&,&&& (Bangladesh "aka -&& million!
Issue (ype / onverti*le Bond Issue (BBondL! of Phoenix Insurance
Ltd. 8ith 9ualification as "ier + apital.
(enor / 3% 6onths from the date of issue, *ullet repayment.
-ace Galue / Cach Bond 8ill have a Face >alue of BD" -,&&& (:ne
"housand!.
4ar)et Lot / Cach market lot 8ill consist 5 (five! *onds each 8ith a
Face>alue of BD" -,&&& (:ne "housand!.
Listin: SiFe / Pu*lic listing of BD" -&&,&&&,&&& onverti*le Bond in the
ratio of 3&#+& for private placement and pu*lic
offerings, respectively in D)C and )C. .
.eference .ate / "he /eference /ate is the latest -3+$days Bangladesh
Eovernment "$Bill as pu*lished on Bangladesh
Bank 8e*site or other sources of pu*lication. B?uotation
DayL means, in relation to any period for 8hich an
interest rate is to *e determined, 5 Business Days *efore the first
day of that period. If the /eference /ate is not availa*le on
the ?uotation Day, the "rustee 8ill *e entitled to apply
a "reasury Bill rate 8ith the next lo8er maturityM or if
such a rate is unavaila*le then the Issuer shall negotiate in
good faith 8ith the "rustee (upon the re9uest of the
Investors! in order to arrive at a mutual agreement upon
the applica*le interest rate and period of interest for the
Facility. )uch determination thereof shall *e conclusive
and *inding on the Issuer.
Interest 4ar:in aboe the
.eference .ate for the Issue/ 6argin is 1.5&N determined during the *ook
*uilding exercise and market conditions at the
precise time of issuance.
Interest -loor / "he Interest 6argin plus the /eference /ate 8ill *e set at
-+.5&N (the Interest Floor! at all times.
.
Increased .is) Interest / +N a*ove the Interest Floor or the Interest 6argin and
the /eference /ateM 8hatever is higher. "his 8ill *e
triggered under the follo8ing conditions#
(i) 7on)ayment# a default is made in the payment of
any principal or in the payment of any interestdue in
respect of the BondsM
(ii) Breach of $inancial Covenant8 any financial
covenant re9uirement is not satisfied at any timeas
per terms and conditions of the *ondM
(iii) 5owngrade of Credit 9ating# the credit rating of the
Issuer and of the Bonds falling *elo8 Investment
EradeM
(iv) Breach of 4ther 4bligations# the Issuer does not
perform or comply 8ith one or more of its other
o*ligations in the Bonds or the "rust Deed 8hich
default is incapa*le of remedy or, if in the opinion
of the "rustee capa*le of remedy, is not in the
opinion of the "rustee remedied 8ithin '& days after
8ritten notice of such default shall have *een given
to the Issuer *y the "rusteeM
(v) :isrepresentation# any representation or statement
made or deemed to *e made *y the Issuer in any
Bond Document or any other document delivered
*y or on *ehalf of the Issuer under or in connection
8ith any Bond Document is or proves to have *een
incorrect or misleading in any material respect
8hen made or deemed to *e madeM
(vi) $ailure to deliver Shares# any failure *y the Issuer
to deliver any )hares as and 8hen the )hares are
re9uired to *e delivered follo8ing onversion of
Bonds and such failure continues for more than
three days or a Delisting Cvent occursM
(vii) !nsolvency# the Issuer or any of its )u*sidiaries is
(or is, or could *e, deemed *y la8 or a court to *e!
insolvent or *ankrupt or una*le to pay its de*t,
(viii) Cross)5efault# any other present or future
inde*tedness (8hether actual or contingent! of the
Issuer or any of its )u*sidiaries for or in respect of
moneys *orro8ed or raised *ecomes (or *ecomes
capa*le of *eing declared! due and paya*le prior to
its stated maturity *y reason of any actual or
potential default, event of default or the like
(ho8soever descri*ed!M
(ix) %nforcement roceedings# a distress, attachment,
execution, sei(ure *efore Kudgmentor other legal
process is levied, enforced or sued out on or against
any material part of the property, assets or turnover
of the Issuer or any of its )u*sidiaries and is not
discharged or stayed 8ithin '& daysM
(x) *inding)up# an order is made or an effective
resolution passed for the 8inding$up or dissolution
or administration of the Issuer or any of its
)u*sidiaries (except for a mem*ers< voluntary
solvent 8inding up of a )u*sidiary!, or the Issuer or
any of its )u*sidiaries ceases or threatens to cease
to carry on all or a material part of its *usiness or
operations, except for the purpose of and follo8ed
*y a reconstruction amalgamation, reorgani(ation ,
merger or consolidationM
(xi) Security %nforced# an encum*rance takes
possession or an administrative or other receiver or
an administrator or other similar officer is appointed
of the 8hole or a material part of the property,
assets or turnover of the Issuer or any of its
)u*sidiaries (as the case may *e! and is not
discharged 8ithin '& daysM
(xii) 2overnmental !ntervention# *y or under the
authority of any government or of the Bangladesh
Bank (as the case may *e! (a! the management of
the Issuer or any mem*er of the Eroup is 8holly or
partially displacedM or (*! the authority of the Issuer
or any mem*er of the Eroup in the conduct of its
*usiness is 8holly or partially curtailedM or (c! any
of the )hares of the Issuer or any mem*er of the
Eroup or any part of its revenues or assets is sei(ed,
nationali(ed, expropriated or compulsorily
ac9uiredM
(xiii) 7ationali#ation# (a! any step is taken *y any person
8ith a vie8 to the sei(ure, compulsory ac9uisition,
expropriation or nationali(ation of all or a material
part of the assets of the Issuer or any of its
)u*sidiaries or (*! the Issuer, or any of its
)u*sidiaries is prevented from exercising normal
control over all or a material part of its property,
assets and turnoverM
(xiv) 9epudiation# it rescinds or purports to rescind or
repudiates or purports to repudiate a Bond
Document or evidences an intention to rescind or
repudiate a Bond DocumentM
(xv) !llegality# it is or 8ill *ecome unla8ful for the
Issuer to perform or comply 8ith any one or more
of its o*ligations under any of the Bonds or the
"rust DeedM
(xvi) :aterial Adverse Change# any event or
circumstance (or any series of events or
circumstances! occurs 8hich the "rustee reasona*ly
*elieves might have a 6aterial Adverse CffectM or
(xvii) Analogous %vents# any event occurs 8hich under
the la8s of any relevant Kurisdiction an analogous
effect to any of the events has referred to in any of
the foregoing paragraphs.
"he Bonds shall automatically *ear interest from (and
including! the date of the occurrence of any such event at
the )tep$Up Interest /ate. "he "rustee shall notify the
Bondholders in accordance not less than ' *usiness days
after it has *ecome a8are of an Cvent of Default that the
)tep$Up Interest /ate has taken effect.
Interest Payment Dates / Interest on the BBondL is to *e paid semi$annually on the
interest payment dates. "he interest payment dates
currently are determined as -5th :cto*er
and -5th April during the tenor of the facility.
Interest payment 8ill *e calculated on the actual
num*er of days over a '1& day (year of t8elve '&$
day month! *asis and 8ill *e paya*le semi$annually.
Interest Period / A -3& day period *et8een an Interest Payment and the date
falling immediately prior to the next occurring Interest
Payment Date.
>;
Principal Payment and
Principal Payment Date / Full Principal Payment, minus the converted portion of the
*ond (if any!, 8ill *e in the form of a single *ullet
payment at the end of maturity in the event the Investors
decide not to convert into common shares for the
eligi*le converti*le portion. "he Principal Payment Date
8ill *e the date of maturity of the Bond 3% months after
the date of issue of the Bond to the Investors.
Conersion Option / "he Investor at the predetermined Principal Payment Dates
of the Bond reserve the right and option to convert
+5N of the Face >alue of the Bond at a pre$
determined
onversion )trike Price into the common shares of Phoenix
Insurance ompany Ltd. 7o8ever, conversion is not
mandatory.
Conersion Date / "he onversion Date is the same date 8ill *e 5th, 1th J
=
th
anniversary of Bond issuance date.
(he Conersion Stri)e
Price / "he onversion )trike Price is the predetermined
conversion price of the availa*le converti*le portion
of the *ond.
(i) Conersion Stri)e Price J onversion 6ultiple S
4A> per share as per last audited financial statements
of the ompany
(ii) Conersion 4ultiple J (Daily average market price of
the immediate previous 1 months average market price
of Phoenix Insurance ompany Ltd. shares in the
Dhaka )tock Cxchange, prior to signing date of the
transaction!F (4A> per share as per last audited
financial statements of the ompany prior to signing
date of the transaction! T -.=&
(he Conersion 4ethod /
(i) 5N of issue si(e at the 5th Gear at the a*ove mentioned
predetermined multiple of *ook value of the
immediately availa*le last audited *ook value of
Phoenix Insurance.
Conerted -ace Galue J 5N of the Face >alue of the
*onds held *y the *ondholders
(ii) -&N of issue si(e at the 1th Gear at the a*ove
mentioned predetermined multiple of *ook value of the
Phoenix Insurance.
Conerted -ace Galue J -&N of the Face >alue of the
*onds hold *y the *ondholders
(iii) -&N of issue si(e at the =th Gear at the a*ove
mentioned predetermined multiple of *ook value of the
Phoenix Insurance.
Conerted -ace Galue J -&N of the Face >alue of the
*onds hold *y the *ondholders
In the event of onversion, the Investors 8ill receive
exactly the amount of shares as determined *y
dividing Face >alue *y onversion )trike Price for
determining the num*er shares to *e received *y each
Investor, fractional amount of shares 8ill *e paid in cash
at existing market price.
Conerted No. of Shares J (onverted Face >alue!F
(onversion )trike Price!
Conersion .i:ht / "he right of a *ondholder to convert +5N of the principal
amount of any *ond held *y himselfF herself into
shares is called onversion /ight. A onversion
/ight may only *e exercised if in respect of one or more
Bonds. If more than one Bond held *y the same holder is
converted at any one time *y the same holder, the num*er
of )hares to *e issued upon such conversion 8ill *e
calculated on the *asis of the relevant percentage of the
aggregate principal amount of the Bonds to *e
converted.
Conersion Notice / "he onversion /ight attaching to any Bond may
*e exercised, at the option of the holder thereof as at
the %+
nd
*usiness day prior to each onversion Date,
during the period commencing %& *usiness days prior
to such onversion Date up to the close of
*usiness on the t8entieth *usiness day prior
to such onversion Date. "he "rustee shall notify
the Bondholders in accordance 8ith in less than +
*usiness days.
.ationale for Inestin: in Conertible !ond of Phoenix Insurance Company
Limited
%. Difference bet*een !onds and Stoc)s
Bonds and stocks are *oth securities. But the maKor difference *et8een the t8o is that
stockholders have an e9uity stake in the company i.e. they are o8ners of the company.
:8nership comes 8ith voting rights and the right to share in any future profits. By purchasing
*onds, *ondholders have a creditor stake in the company. "he primary advantage of *eing
creditor is that the investor has a higher claim on assets than shareholders doM i.e. in case on
*ankruptcy, a *ondholder 8ill have the first charge on assets of the company (except specific
charges!. Another difference is that *onds usually have a defined term, or maturity, after 8hich
the *ond is redeemed, 8hereas stocks may *e outstanding indefinitely.
2. Conertibility Option
"he investor at the predetermined principal payment dates of the *ond reserve the right and
option to convert +5N of the face value of the *ond at a pre$determined conversion strike
common shares of Phoenix Insurance ompany Limited. "he execution of the converti*ility
option 8ill *e *eneficial for the investors 8hen the stock price of Phoenix Insurance ompany
Limited 8ill *e higher than the conversion strike price. Due to the high potential of Phoenix
Insurance ompany Limited the conversion option 8ill *e a *eneficial option for the investors.
0. Golatility of the Capital 4ar)et
Investment in capital market involves a high degree of risk. In cases 8here investors cannot *ear
the short term volatility of the capital market, investment in the *onds is more secured and sta*le
8ith guaranteed return.
64
(rustee
Castern Bank Limited a leading private commercial *ank duly incorporated in Bangladesh under
the ompanies Act, -22% and Bank ompanies Act, -22- having its registered office at -&,
Dilkusha FA Dhaka$-&&&, here*y declares and confirms that it is going to act in the capacity of
a trustee 8ith the execution of this "rust Deed su*Kect to the po8er, provisions, agreements and
declarations herein contained. "he "rustee shall act for the *enefit of the *ond holders *y
ensuring full repayment on each *ond maturity.
ObAects and "nderta)in:s of the (rust
"he "rust has *een created 8ith the follo8ing o*Kects and the "rustee covenants as follo8s#
to hold the *enefit of the covenants made *y the Issuer in this "rust Deed and the
onditions on trust for the BondholdersM
to open such accounts as the "rustee deems necessary for discharging the functions of
"rusteeM
to keep the money and assets representing the "rust Assets (including enforcement
proceeds! and to deposit and 8ithdra8 such moneys and assets as may *e re9uired from
time to time and in accordance 8ith the terms of this "rust DeedM
to undertake all such actions for the recoveries of any outstanding payments in
accordance 8ith the provisions of this "rust Deed and to execute all such documents,
deeds and papers and to do all acts in relation theretoM
to manage and administer the Bonds in accordance 8ith the terms of this "rust Deed and
to execute, ackno8ledge, confirm or endorse any agreements, documents, deeds,
instruments and papers in connection there8ithM
to administer and manage the conversion of the Bonds and issue and delivery of )hares
upon such conversion in accordance 8ith the onditionsM
to convene any meeting of the Bondholders in accordance 8ith the provisions of the "rust
Deed and the onditions, and to facilitate the proceedings of such meeting as it deems
appropriate in accordance 8ith the terms of this "rust DeedM
to implement, give effect to and facilitate the onditions and such other documents,
deeds and agreements in contemplation thereof or in connection there8ithM
upon receipt of the instructions of such re9uisite maKority of the Bondholders in
accordance 8ith the terms of this "rust Deed, to sell or other8ise dispose of the "rust
Assets and close any *ank accounts that may have *een opened in pursuance of this "rust
Deed after the distri*ution of amounts standing to their creditM and
to do all such other acts, deeds and things as may *e necessary and incidental to the
a*ove provisions unless such acts re9uire the prior consent of the Bondholders in
accordance 8ith the terms of this "rust Deed.
<>
(rusteeKs Po*ers and Duties
"rusteeRs determination# "he "rustee may determine 8hether or not a default in the
performance or o*servance *y the Issuer of any o*ligation under the provisions of this
"rust Deed or contained in the Bonds is capa*le of remedy and if the "rustee shall certify
that any such default is, in its opinion, not capa*le of remedy, such certificate shall *e
conclusive and *inding upon the Issuer and the BondholdersM
Determination of 9uestions# the "rustee as *et8een itself and the Bondholders shall have
full po8er to determine all 9uestions and dou*ts arising in relation to any of the
provisions of this "rust Deed and every such determination, 8hether made upon a
9uestion actually raised or implied in the acts or proceedings of the "rustee, shall *e
conclusive and shall *ind the "rustee and the BondholdersM
"rusteeRs discretion# the "rustee shall (save as expressly other8ise provided herein! as
regards all the trusts, po8ers, authorities and discretions vested in it *y this "rust Deed or
*y operation of la8, have a*solute and uncontrolled discretion as to the exercise or non$
exercise thereof and the "rustee shall not *e responsi*le for any Lia*ility that may result
from the exercise or non$exercise thereof (save as other8ise provided *y applica*le la8!
*ut 8henever the "rustee is under the provisions of this "rust Deed *ound to act at the
re9uest or direction of the Bondholders, the "rustee shall nevertheless not *e so *ound
unless first indemnified andFor provided 8ith security to its satisfaction against all
actions, proceedings, claims and demands to 8hich it may render itself lia*le and all
costs, charges, damages, expenses and lia*ilities 8hich it may incur *y so doingM
"rusteeRs consent# any consent given *y the "rustee for the purposes of this "rust Deed
may*e given on such terms and su*Kect to such conditions (if any! as the "rustee may
re9uireM
onversion of currency# 8here it is necessary or desira*le for any purpose in connection
8ith this "rust Deed to convert any sum from one currency to another it shall (unless
other8ise provided *y this "rust Deed or re9uired *y la8! *e converted at such rate or
rates availa*le to the "rustee on the relevant date, in accordance 8ith such method and as
at such date for the determination of such rate of exchange, as may *e specified *y the
"rustee in its a*solute discretion as relevant and any rate, method and date so specified
shall *e *inding on the Issuer and the BondholdersM
Application of proceeds# the "rustee shall not *e responsi*le for the receipt or application
*y the Issuer of the proceeds of the issue of the Bonds or the delivery of any Bonds in the
respective B: Accounts of the persons entitled to themM
Crror of Kudgment# the "rustee shall not *e lia*le for any error of Kudgment made in good
faith *y any officer or employee of the "rustee assigned *y the "rustee to administer its
corporate trust mattersM
Agents# the "rustee may, in the conduct of the trusts of this "rust Deed instead of acting
personally, employ and pay an agent on any terms, 8hether or not a la8yer or other
professional person, to transact or conduct, or concur in transacting or conducting, any
*usiness and to do or concur in doing all acts re9uired to *e done *y the "rustee
(including the receipt and payment of money! and the "rustee shall not *e responsi*le for
any loss, lia*ility, expense, demand, cost, claim or proceedings incurred *y reason of the
misconduct, omission or default on the part of any person appointed *y it hereunder or *e
*ound to supervise the proceedings or acts of any such person provided that the "rustee
had exercised reasona*le care in the appointment of such personM
Delegation# the "rustee may, in the execution and exercise of all or any of the trusts,
po8ers, authorities and discretions vested in it *y this "rust Deed and having exercised
reasona*le care in so doing, act *y responsi*le officers or a responsi*le officer for the
time *eing of the "rustee and the "rustee may also 8henever it thinks fit, 8hether *y
po8er of attorney or other8ise, delegate to any person or persons or fluctuating *ody of
persons (8hether *eing a Koint trustee of this "rust Deed or not! all or any of the trusts,
po8ers, authorities and discretions vested in it *y this "rust Deed and any such
delegation may *e made upon such terms and conditions and su*Kect to such regulations
(including po8er to su*$delegate 8ith the consent of the "rustee! as the "rustee may
think fit in the interests of the Bondholders and the "rustee shall not *e *ound to
supervise the proceedings or acts of and shall not in any 8ay or to any extent *e
responsi*le for any loss, lia*ility, expense, demand, cost, claim or proceedings incurred
*y reason of the misconduct, omission or default on the part of such delegate or su*$
delegate provided that the "rustee had exercised reasona*le care in the appointment of
such delegateM
ustodians and nominees# the "rustee may appoint and pay any person to act as a
custodian or nominee on any terms in relation to such assets of the trust as the "rustee
may determine, including for the purpose of depositing 8ith a custodian this "rust Deed
or any document relating to the trust created hereunder and the "rustee shall not *e
responsi*le for any loss, lia*ility, expense, demand, cost, claim or proceedings incurred
*y reason of the misconduct, omission or default on the part of any person appointed *y it
hereunder or *e *ound to supervise the proceedings or acts of any such person provided
that the "rustee had exercised reasona*le care in the appointment of such personM the
"rustee is not o*liged to appoint a custodian if the "rustee invests in securities paya*le to
*earerM and
onfidential information# the "rustee shall not (unless re9uired *y la8 or ordered so to do
*y a court of competent Kurisdiction! *e re9uired to disclose to any Bondholder
confidential information or other information made availa*le to the "rustee *y the Issuer
in connection 8ith this "rust Deed and no Bondholder shall *e entitled to take any action
to o*tain from the "rustee any such information.
<?
(rustee Liability
)u*Kect to applica*le la8, the "rustee shall not *e lia*le to any person for any matter or thing
done or omitted in any 8ay in connection 8ith or in relation to this "rust Deed or the Bonds save
in relation to its o8n gross negligence, 8ilful default or fraud.
Notice
At least +- daysR notice (exclusive of the day on 8hich the notice is given and of the day on
8hich the relevant 6eeting is to *e held! specifying the date, time and place of the 6eeting shall
*e given to the Bondholders (8ith a copy to the Issuer! 8here the 6eeting is convened *y the
"rustee or, 8here the 6eeting is convened *y the Issuer, the "rustee. "he notice shall set out the
full text of any resolutions to *e proposed unless the "rustee agrees that the notice shall instead
specify the nature of the resolutions 8ithout including the full text and shall state that a
Bondholder may appoint a Proxy either under a Block >oting Instruction *y delivering 8ritten
instructions to the "rustee or *y executing and delivering a Form of Proxy to the )pecified :ffice
of the "rustee, in either case until %3 hours *efore the time fixed for the 6eeting.
Chairman
An individual (8ho may, *ut need not, *e a Bondholder! nominated in 8riting *y the "rustee
may take the chair at any 6eeting *ut, if no such nomination is made or if the individual
nominated is not present 8ithin -5 minutes after the time fixed for the 6eeting, those present
shall elect one of themselves to take the chair failing 8hich, the Issuer may appoint a hairman.
"he hairman of an adKourned 6eeting need not *e the same person as 8as the hairman of the
original 6eeting.
Poll
A demand for a poll shall *e valid if it is made *y the hairman, the Issuer, the "rustee or one or
more >oters representing or holding not less than one fiftieth of the aggregate principal amount
of the outstanding Bonds. "he poll may *e taken immediately or after such adKournment as the
hairman directs, *ut any poll demanded on the election of the hairman or on any 9uestion of
adKournment shall *e taken at the 6eeting 8ithout adKournment. A valid demand for a poll shall
not prevent the continuation of the relevant 6eeting for any other *usiness as the hairman
directs.
Gotes
Cvery >oter shall have#
on a sho8 of hands, one voteM and
on a poll, one vote in respect of each BD" U-,&&&V in aggregate face amount of the
outstanding Bond(s! represented or held *y him.
Unless the terms of any Block >oting Instruction state other8ise, a >oter shall not *e o*liged to
exercise all the votes to 8hich he is entitled or to cast all the votes 8hich he exercises in the
same 8ay. In the case of a voting tie the hairman shall have a casting vote.
,dAourned 4eetin:
"he hairman may, 8ith the consent of, and shall if directed *y, any 6eeting adKourn such
6eeting from time to time and from place to place, *ut no *usiness shall *e transacted at any
adKourned 6eeting except *usiness 8hich might la8fully have *een transacted at the 6eeting
from 8hich the adKournment took place.
Po*er of meetin: of !ondholders
A 6eeting shall have po8er (exercisa*le only *y Cxtraordinary /esolution!, 8ithout preKudice to
anyother po8ers conferred on it or any other person#
to approve any /eserved 6atterM
to approve any proposal *y the Issuer for any modification, a*rogation, variation or
compromise of any provisions of this "rust Deed or the onditions or any arrangement in
respect of the o*ligations of the Issuer under or in respect of the BondsM
to approve the su*stitution of any person for the Issuer (or any previous su*stitute! as
principal o*ligor under the BondsM
to 8aive any *reach or authori(e any proposed *reach *y the Issuer of its o*ligations
under or in respect of this "rust Deed or the Bonds or any act or omission 8hich might
other8ise constitute an Cvent of Default under the BondsM
to remove any "rusteeM
to approve the appointment of a ne8 "rusteeM
to authori(e the "rustee (su*Kect to its *eing indemnified andFor secured to its
satisfaction! or any other person to execute all documents and do all things necessary to
give effect to any Cxtraordinary /esolutionM
to discharge or exonerate the "rustee from any lia*ility in respect of any act or omission
for 8hich it may *ecome responsi*le under this "rust Deed or the BondsM
to give any other authori(ation or approval 8hich under this "rust Deed or the Bonds is
re9uired to *e given *y Cxtraordinary /esolutionM and
to appoint any persons as a committee to represent the interests of the Bondholders and to
confer upon such committee any po8ers 8hich the Bondholders could themselves
exercise *y Cxtraordinary /esolution.
Plan of Distribution
"nder*ritin: of !onds
"otal si(e of the repeat pu*lic offer is -&&,&&& converti*le *onds Phoenix Insurance ompany
Limited of BD" -,&&& each totaling to BD" -&&,&&&,&&&. :ut of the total issue 3&N has *een
su*scri*ed through private placement. "he rest +&N i.e. +&,&&& converti*le *onds amounting to
BD" +&,&&&,&&& has *een fully under8ritten *y the follo8ing institutions as per /ule %(1! of the
Pu*lic Issue /ules +&&1.
Name of "nder*riters
Number of !onds
under*ritten
,mount (().)
Prime !an) Limited 1,&&& 1,&&&,&&&
City !an) Limited %,&&& %,&&&,&&&
Lan)a!an:la -inance Limited 5,&&& 5,&&&,&&&
Prime -inance 7 Inestment Limited +,&&& +,&&&,&&&
IDLC -inance Limited ',&&& ',&&&,&&&
+&,&&& +&,&&&,&&&
Principal (erms and Conditions of "nder*ritin: ,:reement
1. If and to the extent that the *onds offered to the pu*lic *y a Prospectus authori(ed
hereunder shall not have *een su*scri*ed and paid for in cash in full *y the closing date,
the ompany shall 8ithin -& ("en! days of the closure of su*scription call upon the
under8riter in 8riting 8ith a copy of said 8riting to the )ecurities and Cxchange
ommission, to su*scri*e for the *onds not su*scri*ed *y the closing date and to pay for
in cash in full for such unsu*scri*ed *onds in cash in full 8ithin -5 (Fifteen! days of the
date of said notice and the said amount shall have to *e credited into *onds su*scription
account 8ithin the said period.
2. If payment is made *y he9ueFBank Draft *y the under8riter it 8ill *e deemed that the
under8riter has not fulfilled his o*ligation to8ards his under8riting commitment under
the Agreement, until such time as the he9ueFBank Draft has *een en$cashed and the
ompany<s account has *een credited.
3. In any case 8ithin = ()even! days after the expiry of the aforesaid -5(Fifteen! days, the
ompany shall send proof of su*scription and payment *y the under8riter to the
ommission.
4. In the case of failure *y the under8riter to pay for the *onds under the terms mentioned
a*ove, the said Under8riter 8ill not *e eligi*le to under8rite any issue, until such time as
he fulfills his under8riting commitment under the Agreement and also other penalties as
may *e determined *y the ommission may *e imposed on him.
5. In case of failure *y any under8riter to pay for the *onds 8ithin the stipulated time, the
ompanyFIssuer 8ill *e under no o*ligation to pay any under8riting commission under
the Agreement.
6. In case of failure *y the ompany to call upon the under8riter for the aforementioned
purpose 8ithin the stipulated time, the ompany and its Directors shall individually and
collectively *e held responsi*le for the conse9uence andFor penalties as determined *y
the )ecurities and Cxchange ommission under the la8 may *e imposed on them.
Commission for the "nder*riters
"he company shall pay to the under8riter an under8riting commission at the rate of &.5N of the
entire pu*lic offer amount of the issue value of *onds under8ritten *y them out of the Pu*lic
Issue.
.elationship of Officers or Directors of (he "nder*riter(S) *ith (he 4ember of
!oard of the Company
4o :fficer or Director of the Under8riter(s! is presently engaged as the Director of the company.
,llotment' Subscription and 4ar)et
Loc)=in Proision
As per notification )CF6//DF+&&2$-2'FAdminF&'$'' date Huly 2, +&&2 issued *y B)C
the e9uity security issued in part or in full against any converti*le security *y a listed company
for 8hich the consent has already *een accorded under the )ecurities and Cxchange ommission
(Issue of apital! /ules, +&&-, shall *e su*Kect to a lock$in of (a! ' (three! years in case of
directors and those 8ho hold 5N (five percent! or more shares, and (*! - (one! year in case of
others, from the date of issuance of such security, or from the date of issuance of consent,
8hichever is later# Provided that the time involved in *et8een the issuance of converti*le
security and converted e9uity security shall *e counted for the lock$in period# Provided further
that the said lock$in shall also *e applica*le in case of issuance of e9uity security against loan or
de*t security having no predetermined conversion feature if such e9uity security is not issued at
a price e9ual to last 1 (six! months< 8eighted average market price at the stock exchange(s!.L
.efund of Subscription 4oney
As per B)C 4otification Dated Fe*ruary 2, +&-&, the issuer shall refund application money to
the unsuccessful applicant of the pu*lic offer *y any of the follo8ing manner *ased on the option
given *y the applicant in the application form#
(a! "hrough *anking channel for on8ard deposit of the refund money into the applicant<s *ank
account as provided in the respective application form for su*scriptionM or
(*! "hrough issuance of refund 8arrant in the name and address of the applicant as provided in
the respective application form for su*scription# Provided that, in case of deposit into the
applicant<s *ank account, the applicant 8ill *ear the applica*le service charge, if any, of the
applicant<s *anker, and the issuer shall simultaneously issue a letter of intimation to the applicant
containing, among others, the date and amount remitted 8ith details of the *ank through and to
8hich *ank such remittance has *een effected.L
Subscription by and .efund to Non .esident !an:ladeshis (N.!)
-. A 4on$/esident Bangladeshi shall apply either directly *y enclosing a foreign demand draft
dra8n on a *ank paya*le at Dhaka, or through a nominee *y paying out of foreign currency
deposit account maintained in Bangladesh or in "aka, supported *y foreign currency encashment
certificate issued *y the concerned *ank, for the value of securities applied for through crossed
*ank che9ue marking BAccount Payee onlyL.
+. "he value of securities applied for *y such person may *e paid in "aka or U) dollar or U0
pound sterling or CU/: at the rate of exchange mentioned in the securities application form.
'. /efund against over su*scription shall *e made in the currency in 8hich the value of securities
8as paid for *y the applicant through Account Payee *ank che9ue paya*le at Dhaka 8ith *ank
account num*er, Bank<s name and Branch as indicated in the securities application form. If the
applicants<*ank accounts as mentioned in their /P: Application Forms are maintained 8ith the
Bankers to the Issue and other *anks as mentioned *elo8, refund amount of those applicants 8ill
*e directly credited into the respective *ank accounts as mentioned in their /P: Applicant
,ailability of Securities
1. )ecurities
)ecurities
4um*er :f
Bonds
"otal Amount("0.!
-&N of pu*lic offer, i.e. +,&&& Bonds shall *e
reserved for 4on /esident Bangladeshis UAV
+,&&& +,&&&,&&&
-&N of pu*lic offer of Bonds shall *e reserved
for 6utual funds and ollective Investment
schemes registered 8ith the ommission UBV
+,&&& +,&&&,&&&
3&N of pu*lic offer of Bonds shall *e opened for
su*scription *y the Eeneral Pu*lic. UV
-1,&&& -1,&&&,&&&
(otal (,L!LC) 2&&&& 2&'&&&'&&&
+. All as stated in - (A!, -(B! and -(! shall *e offered for su*scription and su*se9uent allotment
*y the Issuer, su*Kect to any restriction, 8hich may *e imposed, from time to time, *y the
)ecurities and Cxchange ommission.
'. In case of over$su*scription, under any of the categories mentioned in the clause -(A!, -(B!
and -(!, the Issue 6anger shall conduct an open lottery of all the applications received under
each category separately in accordance 8ith the letter of consent issued *y the )ecurities and
Cxchange ommission.
%. In case of under$su*scription, under any of the -&N category as mentioned in clause -(A! and
-(B!, the unsu*scri*ed portion shall *e added to the general pu*lic category, and, if after such
addition there is over$su*scription in the general pu*lic category the issuer and the issue manager
shall Kointly conduct an open lottery of all the applicants added together.
5. In case of under$su*scription of the pu*lic offering, the unsu*scri*ed portion of *onds shall *e
taken up *y the under8riter(s!.
1. "he lottery as stated in clause ('! and (%! should *e conducted in the presence of the
representatives of Issuer, )tock Cxchange(s! and the applicants, if there *e any.
,llotment
"he company reserves the right of accepting any application, either in 8hole, or in part,
successful applicants 8ill *e notified *y the dispatch on an allotment letter *y registered
postFcourier. Letter of allotment and refund 8arrants 8ill *e issued 8ithin 5(five! 8eeks from the
closing of the su*scription list. After allotment the company 8ill have to transfer the *onds to the
allotees< Beneficiary :8ners (B:! account, 8hich has *een mentioned in the application form.
"he company shall issue *ond allotment letter to all successful applicants, 8ithin 5(five! 8eeks,
from the date of the su*scription closing date. At the same time, the unsuccessful application
shall *e refunded 8ith the application money 8ithin 5 (five! 8eeks from the closing of the
su*scription date, Account Payee he9ue, 8ithout interest paya*le at Dhaka, hittagong,
0hulna, /aKshahi, Barisal, )ylhet as the case may*e.
Ihere allotment is made, in 8hole or in part in respect of Koint application, the allotment letter
8ill *e dispatched to the person 8hose name appears first in the application form
not8ithstanding that the *onds have *een allotted to the Koint applicants. Ihere Koint applicant is
accepted in part, the *alance of any amount paid on application 8ill *e refunded 8ithout interest
to the person named first in the application form.
,pplication for Subscription
1. Application for *onds may *e made for a minimum lot of > (fie) bonds to the value of
(). >'&&& ("aka Five "housand only! and should *e made on the company<s Printed
Application Forms. Application Forms and Prospectus may *e o*tained from the
/egistered :ffice of the ompany, mem*ers of Dhaka )tock Cxchange Limited,
hittagong )tock Cxchange Limited, or from the Bankers to the issue. In case, ade9uate
forms are not availa*le, applicants may use photocopiedFcyclostyledF hand8rittenFtyped
copies of the forms. Applications must not *e for less than 5 (five!*onds. Any application
not meeting this criterion 8ill not *e considered for allotment purpose.
2. Hoint application form for more than t8o (+! persons 8ill not *e accepted. In the case of
Koint application, each party must sign the application form.
3. Application must *e in full name of individuals, or limited companies, or trusts or
societies, and not in the name of firms, minors or persons of unsound mind. Applications
from insurance, financial and market intermediary companies must *e accompanied *y
6emorandum and Articles of Association.
4. ,n applicant cannot submit more than t*o applications' one in his@her o*n name
and another Aointly *ith another person. In case an applicant ma)es more than t*o
applications' all the application *ill be treated as inalid and *ill not be considered
for allotment purpose. In addition *hole or part of application money may be
forfeited by the Commission.
5. Bangladeshi 4ationals (including non$resident Bangladeshi 4ationals 8orking a*road!
and foreign nationals shall *e entitled to apply for the *ond.
6. Payment for su*scription *y investors other than 4on$/esident Bangladeshi may *e
made to thesaid *ranchesFoffices of the *anks mentioned *elo8 in ashF he9ueFPay
:rderFBank Draft. "he he9ueF Pay :rderF Bank Draft shall *e made paya*le to the *ank
to 8hich it is sent, *e marked 8Phoenix Insurance Company Ltd.9' shall *ear the
crossing 8,@C Payee Only9 and must *e dra8n on a *ank in the same to8n of the *ank
to 8hich application form is deposited.
7. All completed application forms together 8ith remittances for the full amount, paya*le
on application, shall *e lodged *y investors other than 4on$/esident Bangladeshis 8ith
any of the *ranches of the Bankers to the Issue.
8. A 4on$/esident Bangladeshi (4/B! shall apply against the Pu*lic :ffer either directly
*yenclosing a foreign demand draft, dra8n on a *ank paya*le at Dhaka, or through a
nominee (including a Bank or a ompany! *y paying out of foreign currency deposit
account maintained in Bangladesh, for the value of securities applied for. "he value of
securities applied for may *e paid in "aka, U) Dollars, Ereat Britain Pounds or Curo
Dollars at the spot *uying ("" lean! rate of exchange prevailing the date of opening of
su*scription. /efund against over su*scription of *onds shall *e made in the currency, in
8hich the value of *onds, applied for, 8as paid *y the applicant. Bonds application form
against the 9uota for 4/B shall *e sent *y the applicant directly along 8ith a draft or
che9ue to the company at its registered office. opies of application form and prospectus
shall *e availa*le 8ith the Bangladesh Cm*assyF7igh ommission in U)A, U0, )audi
Ara*ia, UAC, ?atar, 0u8ait, :man, Bahrain, 6alaysia, and )outh 0orea and on the
8e*site of the )C, Issuer ompany, Issue 6anager, D)C J )C.
9. "he /P: su*scription money collected from investors (other than non$resident
Bangladeshis! *y the Bankers to the Issue 8ill *e remitted to the ompany<s S(D ,@C
No. &&&&&>&2%&;&&&&% of Prime !an) Limited, Dhaka, Bangladesh for this purpose.
10. "he su*scription money collected from 4on$/esident Bangladeshis in U) Dollars
or Ereat Britain Pounds or Curo Dollars shall *e deposited to three -C accounts opened
by the Company for .PO purpose as follo*s/
Name Of the -C
account
Currency ,ccount NO. !an)
!!L !ond Issue =
"SD
U) Dollar &&&&E3&0%&;&&&&% Prime Bank Limited
!!L !ond Issue =
+!P
EB Pound &&&&E2&0%&;&&&&% Prime Bank Limited
!!L !ond Issue =
#".
Curo &&&&E%&0%&;&&&&% Prime Bank Limited
11. In the case of over$su*scription of securities to the 4/B applicants, refund shall
*e made *y Prime Bank Limited out of the BF Account for /P: 4/B )u*scriptionL.
Prime Bank Limited has already opened the aforesaid F Accounts and shall close these
F Accounts after refund of over$su*scription, if any.
12. Applications not in conformity 8ith the a*ove re9uirements and the instructions
printed on the applicant form are lia*le to *e reKected.
(radin: and Settlement
"rading and settlement regulation of the stock exchanges shall apply in respect of trading and
settlement of the *onds of the *ank.
!e issue s!all be placed in Category "N# $it! D%& and C%&.
!an)ers to the Issue

4aterial Contracts and Others
4aterial Contracts
a! Under8riting Agreements *et8een the ompany and the Under8riters.
*! Issue 6anagement Agreement *et8een the company and IDL Finance Limited.
c! ontract *et8een the company and the entral Depository Bangladesh Limited (DBL!.
d! "rust Deed *et8een the company and "he Castern Bank Limited
"he copies of the aforementioned contracts and documents and a copy of 6emorandum of
Association and Articles of Association of the *ank and the onsent :rder from )C may *e
inspected, on any 8orking day, during office hours, at the /egistered :ffice of the ompany and
the Issue 6anager.
4ana:er to the Issue
IDLC -inance Limited' /egistered office at Bay<s Ealleria (-st Floor!, 5= Eulshan Avenue,
Dhaka -+-+ is acting as the Issue 6anager. "he issuer shall pay an amount of "k +,&&&,&&&
("aka "8o 6illion :nly! as issue management fee.
Commission to the !an)ers to the Issue
ommission at the rate of &.-&N of the amount collected 8ill *e paid to the Bankers to the Issue
for the services to *e rendered *y them.
Corporate Directory
.e:istered 7 Corporate Office Phoenix Insurance Company Ltd.
-FA, Dilkusha ommercial Area
Pur*ani Annex Building (-st Floor!
Dhaka $ -&&&, Bangladesh
E.P.:. Box 4o. # '1%=
,uditors Ihan Cahab ShafiHue .ahman 7 Co.
hartered Accountants
Le:al ,disor La* Galley
)haKan "o8er, ommercial Block
)uit$+&+ ( First Floor!
%, )egun*agicha
Dhaka -&&&
4ana:er to the Issue IDLC -inance Limited
Bay<s Ealleria(-st Floor!
5=, Eulshan Avenue
Dhaka -+-+
CompanyDs Compliance Officer 4d. .afiHur .ahman
ompany )ecretary
7ead of Legal, /egulatory J
Internal ontrol
Phoenix Insurance ompany Ltd.
All investors are here*y informed that 4d. .afiHur .ahman, ompany )ecretary and 7ead of
Legal, /egulatory J Internal ontrol 8ould *e designated as ompliance :fficer 8ho 8ill
monitor the compliance of the Acts, and rules, regulations, notification, guidelines, conditions,
ordersFdirections etc. issued *y the ommission andFor stock exchange(s! applica*le to the
conduct of the *usiness activities of the ompany so as to promote the interest of the investors in
the security issued *y the ompany, and for redressing investors< grievances.
,uditorDs .eport and .elated Certificates

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