Bond Issuance Procedure

and Prospectus Preparation of

SUMMIT ALLIANCE PORT
LIMITED (SAPL)
SECTOR: SERVICE & REAL ESTATE
Sl
No.
Name Id
01 Mohammad Rabin Islam 16-013
02 Md. Atiar Rahman 16-141
03 Md. Sanowar Hossain 16-175
04 Md. Azizul Islam 16-260
05 Ariful Hossain 16-262
06 Md. Mahbubur Rahman Khan 16-263
GROUP PROFILE
PROSPECTUS OF
15-Years 7% Fixed Rate Bond
of
SUMMIT ALLIANCE PORT LTD.(SAPL)
Manager to the Issue
Alliance Financial Services Limited (AFSL)
Underwriters
IDLC Finance Limited
Lanka Bangla Finance Limited
Trust Bank Limited
Manager to the Issue
Alliance Financial Services Limited (AFSL)
Underwriters
IDLC Finance Limited
Lanka Bangla Finance Limited
Trust Bank Limited
Bankers to the Issue
Dhaka Bank Limited
Dutch Bangla Bank Limited
HSBC
National Bank Limited
Standard Bank Limited
Trust Bank Limited
Credit Rating Agency
Credit Rating Information and Services Ltd. (CRISL)
SUMMARY OF THE ISSUE


Size of The Issue: 500,000 SAPL Bonds
The Bond : SAPLTk.500,000,000 (five hundred
million BDT) Secured Fixed Rate Bond Tier-2.
Issuer : Summit Alliance Port Limited (SAPL)
Purpose : To finance expanded capacity and warehouse
for smooth operations.
Method of Issue : Public Auction
Price per Bond : BDT1000/=
Lot Size : 5
Tenor : Fifteen (15) years
Interest Rate : Fixed at 7.00% per annum

Interest Payment Date: Semi-annually, March and September
Prepayment : SAPL may repay the Outstanding Bonds prior to
the maturity date without closing charges or other penalty subject to such Prep -
ayment being made on an interest payment date and SAPL giving to the Bond -
holders a minimum written notice of sixty (60) days.

Opening Date : November 10, 2013
Closing Date : November 14, 2013
Credit Rating : Long Term: A; Short Term: ST-3.
Credit Rating Agency : Credit Rating Information & Services Ltd. (CRISL).
Bond Rating : These bonds have not been rated.


SUMMARY OF THE ISSUE
Being Presented by:
Mohammad Rabin Islam (16-013)
Details of the Issue
Description No. of Units Offer Value In Taka Amount Tk.
Pre-IPO
Placement
2,50,000 1000 250,000,000
Public Offering 2,50,000 1000 250,000,000
Total Value of
Bond after IPO
5,00,000 1000 500,000,000
Basic Information of the Issue:
Sl
No.
Category Description
1 Name of the Co. Summit Alliance Port Limited (SAPL)
2 Size of the Issue
Tk. 500m (Tk.250m private placement &
Tk.250m IPO)
3 Unit Price Tk. 1000
4 Market Lot 5
5 Credit Rating
SAPL has been rated as A by Credit Rating
Information and Services Limited (CRISL)
9 Trustee Alliance Financial Services Limited (AFSL)
10 Manager to the Issue Alliance Financial Services Limited (AFSL)
The Issuer has taken all reasonable care to ensure that the facts
stated in this Prospectus in relation to the Issuer and the Bond
which are material in the context of the issuance and offering of
the Bond are true and accurate in all material respects.
This Prospectus does not constitute a recommendation by, an
offer of, or an invitation by to subscribe for or to purchase
Bond.
This Prospectus contains descriptions of certain provisions of
the Trust Deed, material contracts and other related documents.
No person is authorized to give any information or to make
any representation not contained in this Prospectus and must not
be relied upon as having been authorised by or on behalf of the
Issuer or the Central Bank of SAPL Limited (the Arranger).
NOTICE TO INVESTORS
Declarations and Due Diligence Certificates
Declaration about the Responsibility of the Directors, including the CEO of
the Company Summit Alliance Port Limited in Respect of the Prospectus
Due Diligence Certificate of Manager to the Issue
THEY CONFIRM THAT:
(a) The draft prospectus forwarded to the Commission is in conformity with the documents,
materials and papers relevant to the issue;
(b) All the legal requirements connected with the said issue have been duly complied with;
and
(c) The disclosures made in the draft prospectus are true, fair and adequate to enable the
investors to make a well informed decision for investment in the proposed issue.
Due Diligence Certificate of the Underwriter(s)
THEY CONFIRM THAT:
a. All information as is relevant to our underwriting decision has been received by us and the
draft prospectus forwarded to the Commission has been approved by us.
b. They shall subscribe and take up the un-subscribed securities against the above mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
c. This underwriting commitment is unequivocal and irrevocable.
The Proposed Securities Act, 2009, provides purchasers with the
right to withdraw from an agreement to purchase Debt Securities.
Although this is not provided for in existing legislation, SAPL
has agreed to provide investors in the issue with the right to
withdraw from an agreement to purchase securities.
This right may be exercised within two business days after
receipt of a Prospectus and any amendment.
The proposed securities legislation further provides a purchaser
with remedies for rescission and damages if the Prospectus or any
amendment contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation.
The purchaser should refer to the Proposed Securities Act, 2009,
for the particulars of these rights or consult with a legal adviser.
STATEMENT OF RIGHTS
The Prospectus is available at the Bangladesh Bank Website The Trust
Deed and Application Forms may be obtained at the offices of all
Government Securities Intermediaries, as designated by the Central Bank of
Bangladesh.
Applications will be received at the Domestic Markets Department,
Bangladesh Bank, Central Bank Building, Motijheel.
Applications must be for Tk.5,000.00 face value or multiples thereof. No
allotment will be made for any amount less than Tk.5,000.00 face value.
Government Securities Intermediaries appointed by the Central Bank will
act as counterparties to the Central Bank in the auction and will thereafter
provide a market for the bond.
The public can bid competitively or non-competitively
The minimum allotment that can be obtained through a non-competitive
bid is Tk.1,000.00 face value and the maximum is Tk.100,000.00.
Registration of bondholders will be made by book entry at the Bangladesh
Bank of SAPL in the name of each subscriber.
Procedures For Subscribing For The Bond
Being Presented by:
Md. Atiar Rahman (16-141)
Summit Alliance Port Limited (SAPL) proposes to raise BDT.500,000,000.00
through the issue of 15-year bond with a 7% fixed coupon rate.
The Bonds are eligible for inclusion in the Statutory Fund of Insurance
Companies and will be considered as assets in and originating in Bangladesh
within the meaning of the Insurance Act.

The table below indicates the proposed use of the proceeds from the Bond Issue.
DETAILS BDT
Funding for Expansion of Capacity 399,912,103

Debt repayment and other operating expenses 99,762,897

Bond issue costs 325,000

Total 500,000,000

The net proceeds of the bond is approximately SAPLTk.499,675,000

USE OF PROCEEDS
Use of IPO Proceeds and Implementation Target
The proceeds of proposed offering along with the recent raising of capital from the
sponsors aggregating Tk.500 million shall be utilized for meeting the companys
expansion program during FY 2013 - 2015 as under:
Particulars Amount (Tk.) Implementation
Target
A. Land and Land Development
Land 375 Gonda @ Tk.500,000 per gonda-West 399,912,103 End Mach 14

B. Warehouse:
RCC Import Yard 15,000 sft civil construction-East 99,762,897 December 14

C. Miscellaneous Expenses: 325,000

D. Total Capital Expenditure (A+B): 500,000,000
Company at a Glance
Summit Alliance Port Limited (SAPL) established by the
Summit group in collaboration with Alliance group.

SAPL is ventured in 2003 as a private limited company
which was subsequently converted as public limited company
on 6 March 2008.

SAPL commenced its commercial operation from 20th
February 2007 as an Off-Dock service provider.

SAPL is custom built to provide both ICD (Inland Container
Depot) and CFS (Container Freight Station) services, offers a
bonded area spread over 14.5269 acres of land, 6.5 kms away
from the multi-purpose berths of the Chittagong Port.




Date of Incorporation: December 06, 2003 and converted to
a Public on March 06, 2008
Commencement of Business: December 23, 2003
Authorized Capital: Tk. 2,000 million.
Paid up Capital: Tk.1,208.645 million (on Ordinary + Bonus)
Financial Year End: December
Auditor: Basu Banerjee Nath & Co.
Incorporation of the SAPL
Company Purpose: The principal activity of the company is to
provide off-dock services as Inland Container Depot (ICD) with
facilities for Empty Container Storage and Container Freight Station
(CFT) for handling both import and export cargo. SAPORTL has 25
acres of freehold land and capacity for storage of empty container up
to 4000 TUES.

Joint Sponsor Companies: Summit Group and Alliance Group.
Subsidiary Company: SAPL has no Subsidiaries.

Sister Concerns: (a) Ocean Containers Limited
(b) Cemcor Limited
Incorporation of the SAPL
Being Presented by:
Md. Azizul Islam (16-260)
In order to always remain ahead of the industry, SAPL has many
competitive advantages that attributes for the companys strong
success since inception.
SAPLs goodwill in the market has helped them gather many
reputed clients in the industry on long term agreements.
SAPLs sponsors having diverse portfolios makes them well
experienced especially in foreseeing the future and taking steps
accordingly.
SAPLs continuous strive to enrich their services to our clients
yield in returns.
SAPLs constant reinvestment in equipment and land
development is to always enable and to provide the best service
in the industry.
SAPL Strength
Nature of Business
The principal activity of the Company is to provide Off-Dock services with Inland
Container Depot (ICD) and Container freight station (CFS) having facilities for
handling of both import and export cargo.
Internal and External Sources of Fund
Internal sources 31 December, 2012(Amount in Taka)
Share capital 1,329,509,500
Capital reserve 97,313,337
Tax- Holiday reserve 55,138,861
Proposed dividend 114,990,893
Retained earnings 549,932,290
Sub-total 2,146,884,881
External Sources
Bank Loan
(Net of current maturity)
657,187,530
Sub-total 657,187,530
Total 2,804,072,411
Class of Services Types of Services/ Revenues
1. Storage of empty containers (ICD) (i) Ground rent
(ii)Transportation
(iii)Lift on/off
(iv)Documentation

2. Un-stuffing of import cargo (CFS-Import) (i) Cargo handling
(ii) Transportation
(iii) Container ground rent
(iv) Lift on/off
(v) Survey
(vi) With/without Movement charges

3. Stuffing of Warehouse and Open Yard cargo (i) Stuffing charge
(CFS-Export) (ii) Labor service
(iii) Ship landing (Stand by labor service)
(iv) Shut out

4. General Services (i) Transportation service
(Prime & Trailer rent)
Principal Products and Services
Services Revenue
% to total
revenue
Storage of empty
containers (ICD)
74,090,482 33.25
Un stuffing of
import cargo (CFS-Import)
110,323,824 49.51
Stuffing of Warehouse
and Open Yard cargo
(CFS-Export)
35,252,890 15.82
General Service 3,175,019 1.42
Total 222,842,215 100.00
Relative contribution to Sales and Income
Debt-equity ratio Before Issuance of Bond: Debt/equity
=
965376453
/
5687365048
=0.17
After issuing bond this ratio will be
=(965376453 +500000000)/ 5687365048
=0.26
When this number is less than 1, it indicates that the company's creditors have less
money in the company than its equity holders. That, typically, would be an ideal
threshold to be below.
It's common for large, well-established companies to have Debt-to-Equity ratios
exceeding 1. For instance, GE carries a Debt-to-Equity ratio of around 4.4
(440%), and IBM around (1.3)130%.
Total Assets 6652741501 Financial Leverage
Stockholder equity 5687365048 Before Bond Issuance= 0.15
Total Liabilities 965376453 After Bond Issuance= 0.21
Financial Position
Being Presented by:
Md. Ariful Hossain (16-262)
Off Balance Sheet Items:
Operating lease agreement
SAPL does not have any Operating Lease agreement with any organization as
on 31
st
December 2012.

Financial lease and other financial commitment
SAPL has a lease agreement with Industrial Infrastructure Development Finance
Company Limited (IIDFC) for procurement of Steel structure, crane and Forklifts.
The Particulars of Lease agreements are as under
1. Lessor : Industrial Infrastructure Development Finance Company
Limited (IIDFC)
2. Lease amount : BDT 25,000,000.00 (BDT Twenty Five Million) only.
3. Lease equipment : Pre- fabricated Steel Components, Kato Crane, TCM
Forklifts (2 units)
4. Term : 5 Year (60 Months)
5. Interest Rate : 17% per annum.
6. Monthly rental : BDT 621,320.00 (BDT six hundred twenty one
thousand three hundred twenty) only per month.
7. Expiry date : 25 June, 2014
Seasonal aspect of the companys business
With the increase/ decrease in imports and exports through Chittagong Port, the
business of the company also changes.

Known trends, events or uncertainties
Country's international trade has been growing very fast. Political unrest, flood and
natural calamities are the known events that may affect the business operations of
the company.

Changes in the assets of the company used to pay off any liabilities
No asset of the company has been disposed off to pay liabilities of the company.

Loan taken from Holdings/Parent Company or Subsidiary Company
The Company has no Holdings/ Parent company or subsidiary company and hence
there is no question of taking loan.

Loan given to Holdings/parent Company or Subsidiary Company
The Company has no Holdings/ Parent company or subsidiary company and has not
given any loan from such party.
Causes for Material Changes
RISK FACTORS OF THE ISSUER
SAPL may be exposed to the following risks:
Market risk
Interest rate risk
Credit and default risk
Liquidity risk; and
Prepayment risk.
Market risk
SAPL has no significant concentration of currency risk and other
price risk. Notwithstanding, the very nature of the assets funded
under the portfolio makes for exposure to risks associated with the
economic standing of SAPL, particularly as it relates to real estate
values and sales.

Market risk is mitigated by:

Strict credit criteria that preserve the margin of the amount funded
versus the cost/value on any property based on its location and
marketability.
Prudential criteria that would ensure that the ability to repay debt
is reasonably assured by the customers financial circumstances and
credit rating.
Avoidance of geographic, income, or sectoral concentrations.
Regular review and assessment of market factors that may affect
the quality of the Asset portfolio

Interest rate risk
SAPL is exposed to risks associated with the effects of fluctuations in
the prevailing levels of market interest rates. This exposure while
concentrated in its financial liabilities is also applicable in the
movement of market interest rates on its existing security.

Credit risk
SAPL manages and controls credit risk by setting limits on the amount
of risk it is willing to accept for individual counterparties and by
monitoring exposures in relation to such limits.

SAPL has developed a credit risk strategy that establishes the objectives
guiding the organizations credit-granting activities and has adopted
the necessary policies and procedures for conducting such activities
having determined the acceptable risk/reward trade-off for its
activities, factoring in the cost of capital. The credit risk strategy, as
well as significant credit risk policies are approved and periodically
reviewed by the Board of Directors.

Being Presented by:
Md. Mahbubur Rahman Khan (16-263)
Liquidity risk
Liquidity risk is financial risk due to uncertain liquidity. It is the risk
that the SAPL is unable to meet its payment obligations associated
with its financial liabilities when they fall due and to replace funds
when they are withdrawn. The Company may experience reduced
liquidity if there is a large and unexpected cash outflow. The
consequence may be the failure to meet obligations to repay debt
and fulfill commitments to lend.
SAPL has retained close relationship with its shareholders exploring
avenues for funding in fulfilling its mandate under the Governments
Programme.


Prepayment risk
SAPL is not exposed to risks associated with early repayment like
mortgages as it is not a financing company. Mortgagors generally
have the option to prepay their loans before maturity without penalty.

Other Risk Factors:
Competition may increase
Full dependency on Chittagong Port
Market and technology-related risks
Potential change in government regulations
Potential changes in global trading regulations
Political unrest will affect the operation of the port
Natural disaster may disrupt the normal operation
Causes for Material Changes
Seasonal aspect of the companys business
With the increase/ decrease in imports and exports through Chittagong
Port, the business of the company also changes.

Known trends, events or uncertainties
Country's international trade has been growing very fast. Political
unrest, flood and natural calamities are the known events that may
affect the business operations of the company.

Changes in the assets of the company used to pay off any liabilities
No asset of the company has been disposed off to pay liabilities of the
company.

Loan taken from Holdings/Parent Company or Subsidiary Company
The Company has no Holdings/ Parent company or subsidiary company
and hence there is no question of taking loan.

Loan given to Holdings/parent Company or Subsidiary Company
The Company has no Holdings/ Parent company or subsidiary company
and has not given any loan from such party.

Alliance Financial Services Limited (The Issue Manager) has prepared the
Prospectus from information supplied by SAPL (the Issuer Company) and also
after several discussions with the Chairman, Managing Director, Directors and
concerned executives of the Bank.
The Directors of both The Issuer and Issue Manager collectively and
individually confirm that the information contained herein is true and correct in
all material aspects.
Provides all amendments and supplements to this Prospectus.
Except unaudited abridged financial statements for the six month period
Latest financial statements of Summit Alliance Port Limited (the Issuer) are
all Audited .
This 50Crore Long Term Loan is only 8% of SAPLs Total Assets and 9% of
its Current Equity Position.
The Leverage after Bond Issuance of SAPL is 21% and D/E is 26% only.
After Considering all the information and analyzing the Financial Statements
particularly the Cash Flow Statement of SAPL We Confirm that it provides a
clear and clean picture of the companys performance and Recommend that
investors invest in this Bond without any reasonable doubt.

CONCLUSION AND RECOMMENDATION
ANY QUERIES ?!?!? THANK YOU