govt.’s future planning for addition of new generation, yet the demand supply gap will be increasing like 2,648MW in 2011, 3,132 MW in 2012, 3,259 MW in 2013, 3,799 MW in 2014 and 4,362 MW in 2015. Most interestingly,in 1998 when KPCL plant was connected to the national grid, the demand supply gap was about 1,000 MW andover the last 11 years it has gone up to 1,700 MW. In order to minimize the shortage of power, initiatives arebeing taken by the Govt. to welcome private sectors to set up more power plants.KPCL is currently in negotiation with BPDB for its expansion for additional capacity of 100 MW (+/-10 MW). Inview of the above mentioned existing shortage, further worsening in future due to gradual increase of demandof the power and the short supply of natural gas, the Govt. has decided to offer the expansion of the capacityof existing power plants which are running on liquid fuel. KPCL plant is among the two plants that are runningon liquid fuel and thus proposed for expansion which is in process.Therefore, for the reasons stated above the Govt. of Bangladesh is strongly considering the expansion of KPCLplant capacity by another 100 MW (+/- 10 MW).Energy sector companies are strong player with huge operating profit and its shareholders have takenthe benefit of direct listing from the gain of offloading of shares. Superior asset management andearning potential, strong fundamental position, greater liquidity and technological soundness makethese companies better player in the stock market. KPCL is a peer company of these companieswhich also has a sound financial background and operational efficiency. So, it is optimistic toexpect that KPCL will perform better than its Competitors and Peer companies. Considering theaverage value and the fact that the company is renowned “Electricity generating company” havingwell known client’s base and brand image, so the indicative price is just and fair.4. The company has opened an Escrow account with BRAC Bank Limited “Khulna Power EII EscrowAccount” No. 1501100976943002 for collecting bid money from the eligible institutional biddersunder Book Building Method.ToThe Secretary<strong>Dhaka</strong> <strong>Stock</strong> <strong>Exchange</strong> Limited<strong>Dhaka</strong>Dear Sir,UNDERTAKINGToThe board of directorsChittagong <strong>Stock</strong> <strong>Exchange</strong> LimitedChittagongWe undertake, unconditionally, to abide by the Listing Regulations of the <strong>Dhaka</strong>/Chittagong <strong>Stock</strong><strong>Exchange</strong> Limited which presently are, or hereinafter may be in force.We further undertake:That our shares and securities shall be quoted on the Ready Quotation List and /or the Cleared Listat the discretion of the <strong>Exchange</strong>.That the <strong>Exchange</strong> shall not be bound by our request to remove the shares or securities from theready Quotation List and /or the Cleared List.That the <strong>Exchange</strong> shall have the right, at any time to suspend or remove the said shares orsecurities for any reason which the <strong>Exchange</strong> considers sufficient in public interest.That such provisions in the Articles of Association of our company or in any declaration or basisrelating to any security as are or otherwise not deemed by the <strong>Exchange</strong> to be in conformity withthe Listing Regulations of the <strong>Exchange</strong> shall, upon being called upon by the <strong>Exchange</strong>, be amendedto supersede the Articles of Association of our company or the declaration or basis relating to anysecurity; andThat our company and /or the security may be de-listed by the <strong>Exchange</strong> in the event of noncomplianceand breach of the Regulations and/or of this undertaking after giving an opportunity ofbeing heard to us.Yours faithfully,Sd/-Managing Director5
B. RISK FACTORS AND MANAGEMENT PERCEPTION ABOUT RISK:As with all investments, investors should be aware that there are some risks associated with aninvestment in the Company. The investors should carefully consider the following risks in additionto the information contained in the prospectus for evaluating the offer and taking decision whetherto invest in shares of the company.a) Interest Rate Risk:Interest/financial charge are paid against any kind of borrowed fund/ preference shares. Instabilityin money market and increased requirement for fund may put pressure on interest rate structure.Rising of interest rate increases the cost of borrowed fund and consequently it may impact on theprofitability.Management Perception: Currently, KPCL has working capital debt obligation from several banksand preference shares which are comprised with fixed financial charges. But the Company has solidrevenue source and is highly profitable. The rate for the financial charges are fixed so, KPCLdoesn’t have such risk.b) <strong>Exchange</strong> Rate Risk:KPCL imports mostly fuel against payment of foreign currency. Unfavorable volatility or currencyfluctuation may affect the profitability of the company.Management Perception: KPCL is fully aware of the risk related to currency fluctuation butpractically doesn’t possess any foreign exchange risk as 99% of the Other Monthly Tariff (OMT)isconvertible and fuel is being imported through L/C and the exchange rate Sonali Bank Ltd. isacceptable to BPDB under pass through payment process. Moreover, KPCL executes favorable andcompetitive foreign exchange rate from its bankers against its L/C payments.c) Industry Risk:The supply of electricity and alternative energy is not adequate than the demand of it. For thatreason organizations engaged in generating electricity can’t provide all required amount ofelectricity. Power companies mainly supply electricity to national power distributors to supplyelectricity.Management Perception: KPCL supplies electricity to BPDB in the south-western region ofBangladesh and it’s a dedicated power plant with a guaranteed payment from BPDB and GoB underthe PPA. So, possibilities of entering new power companies wouldn’t create any industry risk forthe company.d) Market and technology related Risk:Technology is related to generation, transmission, distribution, quantity measuring and maintainingof required electricity generation.Management Perception: The Company is operated by the plant manufacturer, Wärtsilä, theleading power plant manufacturer and plant operator in the world. Wärtsilä is technologicallyadvanced enough to keep KPCL plant out of such risk.e) Potential or existing Government regulation:The business activities of KPCL is fully controlled by policies, rules and regulation framed bygovernment, that is policies related to electricity price fixation, demand & supply and distributionis fully under the control of Government. So, government policies in this regard may impactbusiness operation of KPCL.6