Notification regarding Amendment of BSEC (Public Issue) Rules, 2015

†iwR÷vW© bs wW G-1 evsjv‡`k †M‡RU AwZwi³ msL¨v KZ…©cÿ KZ…©K cÖKvwkZ g½jevi, AvM÷ 24, 2021 [ †emiKvwi e¨w³ Ges K‡c©v‡ikb KZ…©K A‡_©i wewbg‡q RvixK…Z weÁvcb I †bvwUkmg~n ] BANGLADESH SECURITIES AND EXCHANGE COMMISSION Securities Commission Bhaban E-6/C Agargaon, Sher-e-Bangla Nagar Administrative Area, Dhaka-1207, Bangladesh. Notification Dated, 19 July 2021 No. BSEC/CMRRCD/2009-193/27/Admin/127In exercise the powers conferred by section 33(1) of the Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of 1969), the Bangladesh Securities and Exchange Commission (BSEC) hereby, after prior publication, makes the following amendments to the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, namely:

1. Three new clauses (o), (p) and (q) shall be inserted under sub-rule
   (2) of rule 3, namely:
   “(o) it has to submit the banker’s certificate along with bank statements showing deposit of the amount equivalent to the paid-up capital, duly attested by the Managing Director or Chief Executive Officer; ÒRvwZi wcZv e½eÜz †kL gywReyi ingv‡bi Rb¥kZevwl©Kx D`&hvcb mdj †nvKÓ (12707) g~j¨ : UvKv 8.00

12708 evsjv‡`k †M‡RU, AwZwi³, AvM÷ 24, 2021 (p) it has not raised paid-up capital except issuance of bonus shares within the preceding two years from the date of application for public offer:
Provided that issuance of shares in exchange of valid consideration except intangible assets or intellectual property for other forms of collaborative investments may be allowed within the said period subject to prior approval of the Commission. [Explanation: Collaborative investment means any equity investment is made to any company registered in Bangladesh in collaboration of joint ventures or by any alternative investment fund or by any foreign strategic investor.] (q) it has to make public offer for such an amount so that the post-initial public offer (IPO) paid-up capital is increased by as follows:

(i) at least 30% (thirty percent), if the post-IPO paid-up capital is less than or equal to Taka 75 (seventy five) crore; (ii) at least 20% (twenty percent), if the post-IPO paid-up capital is more than Taka 75 (seventy five) crore, but not more than Taka 150 (one hundred fifty) crore; and (iii) at least 10% (ten percent), if the post-IPO paid-up capital is more than Taka 150 crore.”
2. A new clause (l) shall be inserted under sub-rule (1) of rule 4,
namely:
“(l) The issuer may make private offer to its employees or any other persons maximum 15% (fifteen percent) of its initial public offer (IPO) at par value under the fixed price method or at fair value under the book-building method, which shall be treated as a part of the IPO:
Provided that no collection of subscription or allotment of shares shall be made under private offer before the Commission’s consent for such IPO.

evsjv‡`k †M‡RU, AwZwi³, AvM÷ 24, 2021 12709 [Explanation: Fair value means the value of an ordinary share under IPO calculated as per the Commission’s Order or Directive or Notification in this regard from time to time.]”
3. Sub-rule (1) of rule 6 shall be replaced by the following sub-rule (1)
of rule 6, namely:
“(1) Distribution of securities under fixed price method (excluding the portion of securities under private offer, if any): Eligible Investors (EIs) General Public (GP) Other EIs (including CISs) Mutual Funds NRB Others 20% 5% 5% 70% Provided that out of 5% (five percent) quota for mutual funds, asset manager of any Exchange Traded Fund (ETF) shall get 1% (one percent) quota and the rest 4% (four percent) shall be distributed among the mutual funds:
Provided further that in case of under-subscription or non￾subscription by asset manager of any Exchange Traded Fund (ETF) for the said 1% (one percent) quota, non-subscribed or under-subscribed portion of securities shall be added to the quota for mutual funds:
Provided further that in case of under-subscription collectively up to 35% (thirty five percent) of a public issue, the unsubscribed portion of securities shall be taken up by the underwriter(s):
Provided further that in case of under-subscription collectively above 35% (thirty five percent), the public issue shall be cancelled.”

12710 evsjv‡k †M‡RU, AwZwi³, AvM÷ 24, 2021 4. Sub-rule (2) of rule 6 shall be replaced by the following sub-rule (2) of rule 6, namely: “(2) Distribution of securities under book building method (excluding the portion of securities under private offer, if any): Eligible Investors including Mutual Funds and CISs (EIs) General Public (GP) 25% NRB Others 5% 70% Provided that out of 25% (twenty five percent) quota for eligible investors including mutual funds and CISs (EIs), asset manager of any Exchange Traded Fund (ETF) shall get 1% (one percent) quota and the rest 24% (twenty four percent) shall be distributed among the EIs: Provided further that in case of under-subscription or non￾subscription by asset manager of any Exchange Traded Fund (ETF) for the said 1% (one percent) quota, non-subscribed or under-subscribed portion of securities shall be added to the quota for EIs.” 5. Clause (d) of rule 10 shall be replaced by the following clause (d) of rule 10, namely:- “(d) shares held by alternative investment funds or by foreign investors, for 01 (one) year; and” By order of the Bangladesh Securities and Exchange Commission Professor Shibli Rubayat-Ul-Islam Chairman. †gvnv¤§ BmgvBj †nv‡mb, DccwiPvjK (DcmwPe), evsjv‡k miKvix gyªYvjq, †ZRMuvI, XvKv KZ…©K gywªZ| gvKmyv †eMg wmÏxKv, DccwiPvjK (DcmwPe), evsjv‡`k dig I cÖKvkbv Awdm, †ZRMuvI,, XvKv KZ…©K cÖKvwkZ| website: www.bgpress.gov.bd