Securities and Exchange Commission (Rights Issue) Rules, 2006
Dated, the 20th February 2006
No. SEC/CMRRCD/2003-109/Admin-01/26.- In
exercise of the power conferred by section 33 of the
Securities and Exchange Ordinance, 1969 (Ordinance No. XVII of
1969) and in supression of the Right Issue Rules, 1998 made in
this behalf, the Securities and Exchange Commission makes,
with prior circulation, the following rules, namely:-
- Short title.–
These rules may be called the Securities and Exchange Commission (Rights Issue) Rules, 2006.
- In these rules, unless the context otherwise
- “bank-defaulter” means a person having an overdue or a classified loan as per the latest report issued by the Credit Information Bureau of Bangladesh Bank;
- “banker to the issue” means a bank so named in the
rights share offer document to collect the rights
- “chartered accountant” means a person who is a
chartered accountant within the meaning of the
Bangladesh Chartered Accountants Order, 1973 (P.O. No.
2 of 1973);
- “director” means a director of a company who is so
named in the rights share offer document;
- “form” means the form annexed to these Rules;
- “Ordinance” means the Securities and Exchange
Ordinance, 1969 (XVII of 1969);
- “rights share” means new shares offered to the
existing shareholders of a public listed company in
proportion to their existing holding out of total
shares of the company; and
- “rights share offer document” means a document offering for subscription of rights share by existing shareholders in terms of these Rules.
- Words and expressions used herein and not defined, but defined in the Insurance Act, 1938 (Act No. IV of 1938), the Securities and Exchange Ordinance, 1969 (XVII of 1969), Bank Company Law, 1991 (Act No. 14 of 1991), Securities & Exchange Commission Act, 1993 (Act No. 15 of 1993), Financial Institution Act, 1993 (Act no. 27 of 1993), Company Act, 1994 (Act No. 18 of 1994), Depository Act, 1999 (Act No. 11 of 1999). shall have the same meanings respectively assigned to them in the said Acts and the Ordinance, and the Rules and Regulations issued thereunder.
- Conditions to be fulfilled prior to making rights
An issuer of a listed security may make rights issue by issuing rights share offer document subject to compliance with the following:-
- such rights issue and price thereof have been approved by the shareholders in a general meeting;
- the proceed of previous public offering, or rights
issue, has been utilized fully;
- annual general meeting has been held regularly;
- the rights issue has been fully underwritten on a
firm commitment basis by the underwriter;
- the financial statements of the company is prepared
as per International Accounting Standards (IAS), as
applicable in Bangladesh, and audited as per
International Standards of Auditing (ISA) as
applicable in Bangladesh;
- the issuer or any of its directors is not a
- the issuer has been credit rated by a credit rating company, if the offer is at a premium; and
1[(h) Profitability record in the immediate preceding year.]
- Pricing and ratio of rights share. –
- The issuer of a listed security making rights issue
shall determine the price of its rights share in
consultation with the issue manager.
2[(2) No issuer of a listed security shall price its rights share above par value, if it has not been in commercial operation for immediate past three years having a track record of profitability.]
- The number of rights share proposed shall not exceed five for each existing share held in the company.
- Issue manager.–
- The issuer of a listed security making rights issue
shall appoint issue manager licensed under Securities
& Exchange Commission (Merchant Banker &
Portfolio Manager) Rules, 1996, to ensure compliance
with these rules.
- The issue manager shall furnish a due diligence certificate as in Form-A which shall be included in the rights share offer document.
- The issuer of a listed security making rights issue
shall appoint one or more underwriters licensed under
Securities & Exchange Commission (Merchant Banker
& Portfolio Manager) Rules, 1996, to fully
underwrite the rights issue on a firm commitment basis.
- The issuer shall call upon the underwriter(s) within
ten days of closing of the subscription lists for
subscription of the under-subscribed shares, if any, by
the underwriter, and the underwriter shall subscribe to
such under-subscribed shares within fifteen days of
calling thereof by the issuer.
- The underwriter shall furnish a due diligence certificate as in Form-B which shall be included in the rights share offer document.
3[(4) The underwriter shall furnish a statement regarding underwriting and portfolio management position, where applicable.]
- Filing of the application for rights share offer.-
4[(1) An application for issuing rights share along with the offer document shall be furnished to the Commission for approval within 15 (fifteen) working days of approval of such issue by the shareholders of the company in a general meeting.]
- Such document shall be submitted to the Commission alongwith-
- the copies of underwriting agreement, issue management agreement, agreement with the banker to the issue;
- original auditors’ report and certificate with the related financial statements;
- relevant extract of the minutes of the general meeting;
- undertakings for the company itself and its directors in prescribed CIB form;
- a bank pay order or demand draft issued in favour of the Securities and Exchange Commission as payment of application fee for an amount of taka ten thousand only;
5[(f) Credit Rating Report of the issuer, if the offer is at a premium;
- Memorandum and Articles of Association, Return of Allotment of Shares and Particulars of Directors;
- Summarized cash-flows statement, profit and loss account and balance sheet, and dividend declared and paid for each of the five years immediately preceding the issue of rights share offer document or for such shorter period during which the issuer was in commercial operation; and
- Due diligence certificate by the directors as per Form-D.]
- The Chief executive officers of the issuer and the issue manager, by whatever name called, shall jointly certify under their full signature and seal on each page of the copy of documents submitted to the Commission under these rules.
- The rights share offer document, along with the audited financial statements, must be submitted to the Commission within 120 days of the end of the period for which the said financial statements is prepared.
- Contents of the rights share offer documents.-
Rights share offer document shall include, among others, the following information, namely:-
- Date of the rights share offer document.
- Amount of rights shares, divided into number of
shares, par value and issue price of each share, and
number of right share offered for each existing share.
- Highlight of the rights offer, risk factors, and
management plans for reduction of such risks.
- Date and time of opening and closing of subscription.
- Purposes of raising fund through rights share,
specifying clearly the heads and amount of the fund
utilisation and identifying various proposed projects
with heads and amount of expenditure for each
projects, and also highlights of such projects.
- Name of the products manufactured or to be
manufactured or services rendered or to be rendered by
the issuer together with capacity or proposed capacity
of the existing and proposed projects vis-a-vis
capacity utilised by the existing project during the
last three years or such shorter period during which
the issuer was in commercial operation.
- If the issue price of rights share is higher than the par value thereof, justification of the premium should be stated with reference to-
- net asset value per share at historical or current
- earning-based-value per share calculated on the
basis of weighted average of net profit after tax
for immediately preceding five years or such shorter
period during which the issuer was in commercial
- average market price per share for the last six
months immediately prior to the offer for rights
7[(h) Cash flows statement, profit and loss account, balance sheet, changes in equity and notes to the accounts of the issuer, together with certificate from the auditors as in Form-C.
- Summarized cash-flows statement, profit and loss account and balance sheet, and dividend declared and paid for each of the 5 (five) years immediately preceding the issue of rights share offer document or for such shorter period during which the issuer was in commercial operation.]
- Length of time during which the issuer has carried on business.
- Implementation schedule for completion of each segment of the project alongwith the proposed dates of trial and commercial operation of the proposed project.
- Quantity of shares held by each director and persons who hold 5% or more of the paid-up share capital of the issuer on the date of the rights share offer document.
- Name, address, description and occupation of directors; managing director, managers and company secretary of the company.
- Name of the public listed companies under common management, if any.
- Name and address of the underwriter(s) alongwith the number of shares underwritten by each underwriter and also the name and address of issue manager, auditors, legal adviser and banker to the rights issue.
- Particulars alongwith the terms and conditions of the material contracts including vendors’ agreement, underwriting agreement, issue management agreement, agreement with the banker to the issue and contract for acquisition of property, plant and equipment.
- Number of rights shares that the directors are going to subscribe and in case they propose to make renunciation, the reasons and extent of such renunciation.
- Statement of actual utilisation of fund raised by public offering of shares or rights shares, if any, prior to the proposed rights issue vis-a-vis plan therefor.
- Application form for depositing the subscription money with the bankers to the issue for the rights share, with the provision for renunciation of the rights offer.
- Declaration about the responsibility of the issue manager, the underwriter, the auditors and the directors in Forms-A, B, C and D respectively.
- A statement that a lock-in on the rights shares of the directors (including their renounced shares) for a period of three years from the date of closure of the rights share subscription shall be operative.
- A declaration that the rights shares to be issued in dematerialized form and the subscribing shareholders have to apply with respective depository accounts.
8[(w) Credit Rating Report of the issuer, if the offer is at a premium.]
- Public announcement for rights issue. –
- The issuer of a listed security making offer for rights issue shall:-
- Announce two separate dates, for the purpose of
record dates, one for shareholders decision regarding
the proposed rights issue and the other for
determination of entitlement of rights issue after the
Commission accords approval.
- For the purpose of determination of entitlement of
rights issue under these Rules, the issuer shall,
within three working days from the date the Commission
accords approval to the issuer under these Rules,
announce the record date.
- Disseminate the receipt of the Commission’s approval
along with purpose of the rights issue, amount of
issue, price of rights share as a price sensitive
information as prescribed by the Commission,
mentioning the record date for the determination of
entitlement of rights share and subscription opening
and closing dates will be disclosed within three
- Commence record date as per (b) above, not earlier
than fourteen working days and not later than twenty
one working days from the date of approval by the
- deliver offer document approved by the Commission to the shareholders entitled to have rights shares, stock exchange(s) and the Commission within 10 (ten) working days from the record date as mentioned in (b) above.
- 9[The issuer shall post the rights offer document in the issuer’s website and also put on the websites of the Commission, stock exchanges, and the issue manager within 3 (three) working days from the date of according consent and shall remain posted till the closure of the subscription period as mentioned in sub-rule (1) of rule 12.]
- Once approval is obtained, no rights offer can be withdrawn or cancelled or postponed or varied by the issuer without prior written consent from the Commission.
- Approval and rejection. –
- On receipt of an application for approval to the
rights share offering from an issuer, the Securities and
Exchange Commission shall examine the said application.
- In case the said application is incomplete, the
Commission shall inform the applicant in writing of the
deficiencies within twenty eight days of receipt of the
said application, and the issuer shall correct the
deficiencies within fifteen days of communication
- On receipt of the complete application and
satisfaction of the Commission, the Securities and
Exchange Commission shall accord its approval, subject
to such conditions, as the Commission may deem fit.
- If the offer is not approved, the Commission shall issue a rejection order, stating the reasons for such rejection, within sixty days of receipt of the complete application.
- Approval fee on rights share.–
The issuer of a listed security shall deposit approval fee with the Commission for the rights issue at 0.15% of the total offered amount of rights issue, including premium, if any, by a bank pay order or demand draft issued in favor of the “Securities and Exchange Commission” within seven working days from the date of according said approval.
- Subscription shall be received through the banker to
the issue during the subscription period of not less
than fifteen days and not more than thirty days.
- Subscription opening date shall commence after fifteen
days from the record date as mentioned in rule 9 (d).
- Information on raising of rights issue fund.–
The issuer of rights share shall furnish to the Commission:-
- Statement of the subscription received against the
offer for rights issue within ten days of the closing
of the subscription lists; and
- Statement of the subscription received from the
underwriter against the under subscribed shares within
seven days of the expiry of the subscription period
allowed to the underwriter(s) under rule 6.
- Lock-in on rights share.–
The rights share of directors and other shareholders holding 5% or more shares shall be subject to lock-in for a period of three years from the date of closure of the rights share subscription. In the event of renunciation of rights share by aforesaid persons, the renounced shares shall also be subject to lock-in for the same period. The issuer shall ensure compliance of this rule.
Contravention of any of the provisions of these Rules will attract relevant provisions of the Securities and Exchange Ordinance, 1969.
- Repeal and Savings.—
- The Rights Issue Rules, 1998 is hereby repealed.
- Notwithstanding the repeal of the said Rights Issue Rules, 1998 any clearance given, document or agreement made, fee received or paid, resolution passed, direction given, proceeding taken, instrument executed or issued or things done under or in pursuance of the said Rules shall, if in force before the commencement of these Rules, continue to be in force and shall have effect as if made, directed, passed, given, taken, executed, issued or done under or in pursuance of these Rules.
FORM-B: Declaration (due diligence certificate) about responsibility of the underwriter(s) in respect of the rights share offer document
FORM-C: Auditors’ report to the shareholders
FORM-D: Due diligence certificate by the directors about their personal responsibility in respect of the rights share
2 Replaced by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
3 Newly inserted by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
4 Replaced by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
5 Newlyly Inserted by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
6 Deleted by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
7 Replaced by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
8 Replaced by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.
9 Newly inserted by the Notification No. SEC/CMRRCD/2003-109/118/Adimim/33 dated, November 02, 2011, Published in the Bangladesh Gazette on November 24, 2011.