Listing Procedure

1. Decision to go Public:

   • Obtain Board approval specifying:
     • Decision to raise capital through public offer;
     • Offer size;
     • Method of issue (Fixed Price or Book-Building);
   
   
   • Ensure eligibility under Rule 4:
     • Minimum pre-IPO paid-up capital (Tk. 30 crore);
     • Minimum public offer size (10% of post-IPO capital, subject to exceptions);
     • Sponsors/directors to hold minimum 30% of post-IPO capital;
   
   
   • Appoint:
     • Issue Manager (registered with BSEC);
     • Underwriter(s) (minimum 35% firm commitment);
     • Registrar to the Issue;
   
   
   • Get financial statements:
     • Prepared in compliance with IFRS/IAS;
     • Audited by BSEC panel auditor;
     • Not older than 120 days at submission;
   
   
   • Obtain credit rating (mandatory in applicable cases such as premium issue or book-building)
   • Develop a company website.




2. Preparation of Prospectus:

   • Prepare:
     • Draft Prospectus (Fixed Price), or
     • Red-Herring Prospectus (Book-Building);
   
   
   • Prospectus must:
     • Be prepared as per Annexure-H of BSEC (Public Offer of Equity Securities) Rules, 2025;
     • Contain all required disclosures;
     • Include valuation methods (Annexure-C);
   
   
   • In case of IPO under Book-Building:
     • Conduct Roadshow
     • Invite Eligible Investors (minimum 10 working days’ notice)
     • Collect EI valuation within 3 working days
     • Determine indicative price (supported by at least 4 valuation methods)




3. Application to BSEC and Stock Exchange(s):

   • Submit application simultaneously to:
     • BSEC (for consent)
     • Stock Exchange(s) (for listing)
   • 
     
   • Upload draft/red-herring prospectus on:
     • Issuer website
     • Issue Manager website
   
   
   • Exchange shall:
     • Review documents
     • Visit factory/business premises (within 20 days)
     • Seek clarification (if required)
     • Provide recommendation to BSEC within 30 days
   
   
   • BSEC shall:
     • Review application
     • Issue consent or rejection within 20 days of Exchange recommendation




4. Bidding by Eligible Investors (Under Book-Building Only):

   • After BSEC consent to commence bidding:
     • Bidding conducted through ESS
     • Open for 72 hours (round the clock)
     • Price band: ±25% of indicative price
   
   
   • Cut-off price determined through system.
   • Within statutory time:
     • Publish EI allotment list (within 3 working days)
     • Transfer funds to issuer escrow (within 4 working days)
     • Refund excess bid money (within 5 working days)
   • Submit final prospectus (including cut-off price) to BSEC for approval.
   
   




5. Approval of IPO:

   • Collect consent letter from BSEC.
   • Publish abridged prospectus in:
   • • Bidding conducted through ESS
     • Open for 72 hours (round the clock)
     • Price band: ±25% of indicative price
     
     
   • Cut-off price determined through system.
   
   
   • Within statutory time:
     • Publish EI allotment list (within 3 working days)
     • Transfer funds to issuer escrow (within 4 working days)
     • Refund excess bid money (within 5 working days)
   • Submit final prospectus (including cut-off price) to BSEC for approval.




6. Subscription Process:

   • Fixed Price Method:
     • EI subscription through ESS (120 hours).S
     • General subscription opens after 10 working days of publication.
     • Remains open up to 15 working days.
   
   
   • Book-Building Method:
     • General subscription opens at cut-off price after final approval.




7. Lottery and Allotment:

   • In case of over-subscription:
     • Lottery basis for General Investors and NRBs.
     • Pro-rata basis for EIs, Mutual Funds, Employees, and HNIs.
   
   
   • Final allotment list prepared and published.
   • Excess subscription money refunded within statutory period.
   • Underwriters to subscribe in case of under-subscription (within prescribed timeline).




8. Post-Subscription Compliance:

   • Submit subscription status to BSEC and Exchanges within 5 working days.
   • Submit proof of underwriter subscription (if applicable).
   • Complete allotment and refund process.




9. Listing Approval by Exchange(s):

   • Apply for listing after completion of allotment and refund.
   • Exchange reviews compliance.
   • Upon approval, listing is granted.




10. Credit of Shares and Commencement of Trading

    • Issuer requests CDBL to credit shares to BO accounts.
    • Exchange announces trading date.
    • Trading commences after CDBL confirmation.




Direct Listing Process as per Dhaka Stock Exchange (Listing) Regulations, 2015:

• Direct Listing means listing of existing securities without issuing new shares through public offering.
• Direct listing is applicable for Government-Owned Companies only.
• Minimum paid-up capital must be Tk. 300 million.
• The company must have no accumulated loss.
• The company must be in commercial operation for at least the last 5 years.
• Profit must be earned in at least 3 of the last 5 completed financial years with steady growth.
• Positive net current assets must exist for the last 3 financial years.
• Positive net operating cash flow must exist for the last 3 financial years.
• The company must comply with BSEC Corporate Governance Guidelines.
• No sponsor or director shall be a bank defaulter.
• The company must obtain a minimum investment grade credit rating.
• Application must be submitted to DSE with prescribed form and Tk. 50,000 fee, with copy to BSEC.
• Required documents including audited financial statements (last 5 years), shareholding details, undertakings, resolutions and information document must be submitted.
• DSE examines the application within 15 days and may require rectification within 30 days.
• DSE shall approve listing within 15 working days after full compliance or reject within 60 days with reasons from the date of application.
• The Information Document must be published in one Bangla and one English national newspaper at least 7 days before trading.
• The full Information Document must be posted on BSEC, DSE and issuer websites.
• Sponsors and directors must offload at least 25% of their shareholdings within 30 trading days after trading begins.
• Sponsors and directors cannot sell more than 50% of their holdings until after one full accounting year’s AGM following listing.
• Sponsors and directors are restricted from purchasing shares for 1 year from listing date.
• Special initial trading mechanism applies including spot trading for first two days and normal T+2 settlement from the fourth trading day.