Information Document - Dhaka Stock Exchange

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Name and Address of the shareholder of Summit Industrial and Mercantile Corporation (Pvt) Ltd andUnited Enterprise & Co. Ltd.United Enterprises & Company Ltd.Sl # Name Address% ofShareholding1 Hasan Mahmood Raja House # 10, Road # 55 Gulshan -2, Dhaka-1212 16.47%Khandaker Moinul Ahsan2 ShamimHouse # 10, Road # 55 Gulshan -2, Dhaka-121217.28%3 Ahmed Ismail Hossain House # 10, Road # 55 Gulshan -2, Dhaka-1212 17.28%4 Akhter Mahmud Rana House # 1/C, Road # 35 Gulshan -2, Dhaka-1212 17.28%5 Hafeza Mahmood House # 10, Road # 55 Gulshan -2, Dhaka-1212 1.61%6 Shirin Ahmed House # 10, Road # 55 Gulshan -2, Dhaka-1212 0.80%7 Khaleda Ahsan House # 10, Road # 55 Gulshan -2, Dhaka-1212 0.80%8 Nasrin Mahmud House # 10, Road # 55 Gulshan -2, Dhaka-1212 0.80%9 Moinuddin Hasan Rashid House # 10, Road # 55 Gulshan -2, Dhaka-1212 18.08%10 Faridur Rahman Khan House # 10, Road # 55 Gulshan -2, Dhaka-1212 5.02%11 Abul Kalam Azad House # 10, Road # 55 Gulshan -2, Dhaka-1212 5.02%100%Summit Industrial & Mercantile Corporation (Pvt) Ltd.Sl # Name Address% ofShareholding1. Muhammed Aziz Khan 14/A Shaheed Sarani Road Dhaka Cantonment, Dhaka 16.01%2. Anjuman Aziz Khan 14/A Shaheed Sarani Road Dhaka Cantonment, Dhaka 2.36%3. Mohammad Farid Khan House # 68, Road # 7 Dhaka Cantonment, Dhaka 5.12%4. Ayesha Aziz Khan 14/A Shaheed Sarani Road Dhaka Cantonment, Dhaka 15.81%5. Adeeba Aziz Khan 14/A Shaheed Sarani Road Dhaka Cantonment, Dhaka 15.81%6. Azeeza Aziz Khan 14/A Shaheed Sarani Road Dhaka Cantonment, Dhaka 15.81%7. Sanadina Khan House # 5, Road # 32 Sector-7, Uttara, Dhaka 2.83%8. Salman Khan House # 5, Road # 32 Sector-7, Uttara, Dhaka 2.83%9. Jafer Ummeed Khan House # 5, Road # 32 Sector-7, Uttara, Dhaka 3.78%10. Transnational Electricity Inc 11, Collyer Quay # 14-01 The Arcade, Singapore-049317 4.97%11. Latif Khan House # 51, Road # 28 Gulshan, Dhaka 5.02%12. Mohammad Faisal Karim Khan House # 68, Road # 7 Dhaka Cantonment, Dhaka 2.71%13. Fadiah Khaleda Khan House # 68, Road # 7 Dhaka Cantonment, Dhaka 1.81%14. Farhan Karim Khan House # 68, Road # 7 Dhaka Cantonment, Dhaka 2.71%15. Farhana Khaleda Khan House # 68, Road # 7 Dhaka Cantonment, Dhaka 1.81%16. Cosmopolitan Traders (Pvt) Ltd. Summit Centre (11th Floor) 18 Kawran Bazar, Dhaka 0.50%17. Azharul Hoque, FCA Flat # N/4, Road # 4 House # 22, Dhanmondi, Dhaka 0.10%Total: 100%94
CSE’s observation for Direct listing of Khulna Power Company Limited1) The terms and conditions of El Paso’s term loan waiver resulting in an income of Tk. 91,481,290(equivalent to USD 1,322,365.89) should be mentioned in the Information Document (ID). (ref. page # 83)2) The per share price / consideration value at which the shares of El Paso (73.9%) and Wartsila (6.1%) inKhulna Power Company Ltd. have been acquired by Summit Industrial and Mercantile Corporation (Pvt)Ltd. and United Enterprises & Co. Ltd should be disclosed in ID. (ref. page # 13)3) The names and addresses of shareholders of Summit Industrial and Mercantile Corporation (Pvt.) Ltd. andUnited Enterprises & Co. Ltd. along with their holding positions in the share capital in these respectivecompanies and also their interest in other listed companies as sponsors/directors, if any, should beprovided in ID.4) In justifying the indicative price the company has considered the following quantitative factors:i) Earning Based Value Per Share (EBVPS) based on the last financial statement ended on December 31, 2009with an average market P/E of 30.ii)Earning Based Value Per Share (EBVPS) based on projected financial statements for the years endedDecember 31, 2010 to 2014 with the same P/E.It would have been more rational if EBVPS could be calculated also on weighted average basis considering thefinancial statements for immediately preceding five years.iii) The company has considered market value of some companies which are not similar as per the nature oftheir businesses. Only the market value of Summit Power Limited should be considered as similar share,the six months average price of which is Tk. 129.46 as mentioned in the ID.5) The indicative price which has been determined by the company is seemed to be high in consideration ofthe observations in serial (4) mentioned above. However, the company has given some qualitativejustifications in favor of their indicative price.6) As per the indicative price mentioned in the information document the P/E stands at 58.06 which isunusually high. As per SEC’s Directive, the investors are not presently allowed to use the security, havingP/E in excess of 50, as marginable securities and enjoy credit facility to purchase it under the MarginRules, 1999. This is presumably because the equity security with P/E exceeding 50 is too risky.7) In order to have a full range of justification on the indicative price, other quantitative factors such asPrice /Book Value (P/BV) multiple, Dividend Discount Model etc. should also be provided for the interestof the investors.8) The Net Asset Value (NAV) per share on the basis of discounted cash flow considering the discount factorshould also be provided under the Projected Balance Sheet. (ref. page # 88)9) The risk on non-continuation of “Operation and Management Agreement” by “Wartsila” along with themanagement perceptions should be included in the risk factors as a separate point.10) In page# 84 in serial 21.(a). detail calculation to arrive at the attributable profit (from net profit) to theordinary shareholders amounting Tk 582.65 mil should be provided in ID.11) The designated bank account (Escrow Account) number for collecting bid money from the bidders shouldbe mentioned in ID.12) Information on “non-operating history” should be mentioned in Risk Factors.13) The latest development of the expansion plan with BPDB which was mentioned in the draft informationdocument should be furnished. (ref. page # 11)14) “Break down of issue expenses” to be furnished in detail with figures (ref. page # 30).15) No. of shares to be offloaded by each of the shareholders should be furnished.16) Remuneration paid to top 10 executives should be furnished. (ref. page # 39)17) Aggregate amount of remuneration paid to all officers in the last accounting year should be furnished.95
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2. Procedures to be followed for de
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C) KPCL never compromises with the
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B. RISK FACTORS AND MANAGEMENT PERC
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Risk associated with tariff of elec
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• OwnershipThe ownership structur
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• The year 1999 marked one of the
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United Summit Coastal Oil Ltd. (USC
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about their energy requirements. Th
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United Land Port Teknaf Ltd.United
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DistributionDistribution Line2,71,1
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withdrawals there from). The GoB sh
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Rent payable: Taka 15.84 per square
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(14) Personnel related schemes to m
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Involvement of Directors with Liste
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United GroupName of The Director an
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Mr. Moinuddin Hasan RashidMr. Md. A
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Mr. Faridur Rahman Khan, DirectorBo
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I. EXECUTIVE COMPENSATIONRemunerati
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M. OWNERSHIP OF COMPANY’S SECURIT
Page 49 and 50: disclosure as per law and Internati
Page 51 and 52: CREDIT RATING REPORTONKHULNA POWER
Page 67 and 68: Khulna Power Company Ltd.Balance Sh
Page 69 and 70: Khulna Power Company Ltd.Statement
Page 71 and 72: Khulna Power Company Ltd.Notes to t
Page 73 and 74: 3.1 Property, plant and equipment3.
Page 75 and 76: 3.6 ImpairmentThe carrying amounts
Page 77 and 78: 3.15 Earnings per shareThe company
Page 79 and 80: 5. InventoriesBalance as at 1 Janua
Page 81 and 82: 9. Cash and cash equivalents2009 20
Page 83 and 84: 13.1Demurrage is claimed by Kue Oil
Page 85 and 86: & Mercantile Corporation (Pvt.) Ltd
Page 87 and 88: 18. General and administrative expe
Page 89 and 90: 21. Earnings per share (EPS)2009 20
Page 91 and 92: 25. Related party transactionsNatur
Page 93 and 94: Khulna Power Company LtdProjected I
Page 99: Additional disclosure by the manage
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Information Document - Dhaka Stock Exchange

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