NDB Bank

Securities and Exchange Commission

Dhaka Stock Exchange

Chittagong Stock Exchange

Bangladesh Bank

Background

Dialog Telekom PLC (Dialog), a Board of Investment of Sri Lanka approved company with flagship status providing services in the mobile telecommunication and media sectors. Dialog is a group company of Telekom Malaysia (TM).

NDBIB, commencing from year 2004 has been involved as the Financial Advisor to advice and guide Dialog with regard to the capital structure of the company and the overall funding requirements of Dialog to finance the Dialog Group's 3 year (2005-2007) composite capital expenditure needs amounting to over SLR 50 Billion.

NDBIB fulfilled its fund raising obligation in three phases via an Initial Public Offer (2005), Preference Share issuance (2007) and Rights Issue of Ordinary shares (2007), which amounted to SLR 8.6 Billion, SLR 5.0 Billion and SLR 15.5 Billion respectively.

Position prior to the involvement of NDBIB

• The Balance Sheet of Dialog was not properly organized and consisted of various types of funding sources and funding mismatches.
• The company was under capitalized with a nominal amount as share capital.

Transaction Highlights

• Carried out a business due diligence on the operations of the company
• Analyzed the strengths and weaknesses of the company as against the telecommunication industry as a whole in order to ascertain the sustainability of the performance of the company
• A financial forecast incorporating the business plans was carried out to ascertain the future performance of the company and the level of wealth creation to the shareholders of the company
• NDBIB advised and implemented a long term capital structure with a view to optimize the Balance Sheet considering the level of gearing, credit rating, aggressive level of competition within the industry and the investor sentiments towards the telecommunication sector by ensuring affordable pricing of the ordinary shares at the Initial Public Offering (IPO) phase through bonus issues, share splits etc.
• Carried out a valuation of ordinary shares of Dialog for the IPO with the objective of unlocking the true value to the shareholders
• Advised on corporate governance practices in view of the IPO.
• Implemented an ESOS.

• Ceylon Petroleum Corporation (CPC) is the only refiner and the larger of the two petroleum product importers in Sri Lanka.
• CPC is the only entity in the country with crude oil refining capability.
• Carried out a diagnostic study of CPC’s operations and developed a Financial Management Information System for CPC.

• Maliban Biscuit Manufactories Limited (MBM) is a pioneer biscuit manufacturer in Sri Lanka.
• Carried out an in depth diagnostic study focusing primarily on the financial aspects of MBM and to facilitate the raising of new medium-term funding required for the operations of the company.

• Sri Lanka’s largest mobile phone operator.
• The issue was successfully completed raising approximately SLR 15.55 billion.
• Largest ever equity raising to be executed in the Sri Lanka capital market.
• NDBIB acted as the Financial Advisor and Manager to the Issue.

• Largest ever equity offering in the Colombo Stock Exchange as of July 2005.
• The size of the issue was approximately SLR 8.55 Billion.
• The Offering was 6.5 times oversubscribed, resulting in total funds raised from the public amounting to SLR 56 Billion.
• NDBIB acted as the sole Book runner, Financial Advisor and Manager to the issue.

• Lanka IOC PLC, the Sri Lankan operation of Indian Oil Corporation Limited.
• The size of the issue was approximately SLR 3.6 Billion.
• This was the largest amount raised in the Sri Lankan Equity Capital Market as at the date of transaction.
• NDBIB advised Lanka IOC PLC on the transaction and acted as the sole Book runner and Manager to the issue.

• Joint venture with TeliaSonera AB of Sweden
• Suntel is Sri Lanka's fastest growing telecommunication provider.
• NDBIB structured and placed debentures worth SLR 1 Billion in the local market while NDB arranged a loan syndication of SLR 2 Billion.

• Piramal Glass Ceylon PLC, formally known as Ceylon Glass Company Limited, is one of the largest glass manufacturers in Sri Lanka.
• NDBIB acted as the financial advisor to Gujarat Glass Limited in its divestiture of a 30% stake held in Ceylon Glass Company Limited.
• NDBIB acted as the book runner in this equity placement amounting to SLR 592 Million.

• Joint venture with Apollo Hospitals of India
• The Lanka Hospital Corporation Ltd constructed a hospital complex in Colombo to meet the growing demand in the health services sector in Sri Lanka.
• NDBIB raised SLR 400 Million through a guaranteed Debenture issue.

• Hayleys MGT Knitting Mills PLC is the second largest knit fabric manufacturer in Sri Lanka.
• NDBIB advised Hayleys MGT Knitting Mills PLC to obtain a listing on the Main Board of the Colombo Stock Exchange through an Introduction.
• This is the first Company to be listed on the Colombo Stock Exchange with US Dollar Denominated Accounts.

• Eagle Insurance PLC is one of the leading insurance companies in Sri Lanka.
• Eagle Insurance is a venture between Aviva International Holdings Ltd, UK's largest insurer and NDB.
• NDBIB successfully structured and placed the issue of SLR 100 Million listed debentures on the Colombo Stock Exchange.

• Ceylon Oxygen Limited (COL) is one of the leading suppliers of pressurized oxygen cylinders of Sri Lanka.
• NDBIB acted as the manager to the Mandatory Offer of COL.

• Serandib Flour Mills (Pvt) Limited is a fully owned subsidiary of Al Ghurair Group of Companies of Dubai.
• NDBIB Syndicated a Loan Facility of SLR 3.6 Billion, for the Serendib Flour Mills (Private) Limited to set up a modern flour milling plant with a capacity to mill 1,000 tonnes of wheat per day, at the Colombo Port.
• NDBIB acted as the Lead Arranger to the syndication and carried out a detailed feasibility study, prepared an information memorandum and facilitated the negotiations between Serendib Flour Mills (Pvt) Ltd and the six participating banks.
• NDB acted as the Lead Manager to the syndication.

• CHICO is a fully owned subsidiary of Doosan Group of Korea.
• Ceylon Heavy Industries and Construction Company Limited (CHICO) own the largest steel rolling mill in Sri Lanka.
• Carried out a valuation on CHICOs operations.

• National Development Bank PLC (NDB) through its subsidiary Capital Development & Investment Company PLC. (CDIC) acquired 58.44% of Zurich NDB Finance Lanka Ltd., the holding company of Eagle Insurance Company PLC (EICL).
• NDBIB carried out a valuation of EICL and acted as the financial advisor to NDB PLC in the above acquisition.

• NDBIB undertook a joint review with Telia of Sweden and Telecom Venture Group Limited of Hong Kong with the objective of analysing the operations of Suntel and recommending improvements.

• Janashakthi Insurance Company Limited (Janashakthi) the fourth largest private sector insurance company as at date of transaction.
• NDBIB advised Janashakthi, prepared a detailed Information Memorandum and arranged funding for the acquisition of the National Insurance Corporation.

• John Keells Hotels is the largest hotelier in Sri Lanka since 1979.
• NDBIB acted as Advisor and provider of Independent Opinions to Ceylon Holiday Resorts Limited, Habarana Lodge Limited, International Tourists and Hoteliers Limited, Kandy Walk Inn Limited, Unawatuna Walk Inn Limited and Habarana Walk Inn Limited with respect to the fairness of the Voluntary Offer made by Keells Hotels Limited.

• NDBIB carried out a valuation of Jaykay Marketing Services Limited (JMSL) on behalf of John Keells Holdings PLC (JKH).
• JMSL is the operating company of the “Keells Super” supermarkets in Colombo and its suburbs.

• Richard Pieris & Company PLC is one of the largest and most successful diversified business conglomerates based in Sri Lanka.
• A valuation was carried out on behalf of Richard Pieris & Co. PLC for the purpose of the acquisition of RPK Management Services (Pvt.) Ltd., the management company of Maskeliya Plantations PLC and Kegalle Plantations PLC.

• LTL Holdings (Pvt) Limited (LTL) was set up initially to produce Distribution Transformers to meet the local requirement.
• LTL, over the years has blossomed into the largest engineering organization within the Power Sector in Sri Lanka with an installed power generation capacity of over 300 MW.
• NDBIB structured a debt instrument to raise funds amounting to SLR 314 Million for LTL ESOT Ltd.

• Carson Cumberbatch PLC is one of the largest and most successful diversified business conglomerates based in Sri Lanka.
• NDBIB successfully executed the transaction of divesting Carson’s stake in a stock brokering company by identifying a suitable foreign investor and facilitated the necessary legal agreements and approvals from the Securities and Exchange Commission.

• NDBIB acted as the financial advisors to rationalise companies’ capital structure and to launch a suitable Employee Share Ownership Plan (ESOP) scheme.

• Master Divers (Pvt) Ltd (MDL) has engaged in many off-shore and harbour based marine activities and maritime construction work in Thailand, Maldives, India, Singapore and in the Port of Damam, Saudi Arabia.
• MDL acquired 53.35% shareholding of Pelwatte Sugar Industries Limited (PSIL) held by the Government of Sri Lanka through a privatisation.
• NDBIB acted as the financial advisor and the arranger of funds for MDL in the above acquisition.
• NDBIB also managed the mandatory offer made to the remaining shareholders of PSIL on behalf of MDL.

• The deal involved setting up a "Satellite City" of 2,200 houses in Ekala from the stage of submitting of Expression of Interest to the handing over the project to a developer.
• NDBIB was instrumental in designing the project (with a team of architects) and arranging finances.

• Nations Trust Bank PLC (NTB) is considered to be one of the most customer-centric financial institutions today.
• NDBIB carried out a valuation on Nations Trust Bank PLC and Mercantile Leasing Limited to determine a share swap ratio to facilitate the merger between the two companies.

• NDBIB acted as financial advisors to a comprehensive two pronged financial restructuring plan.
• Managed an issuance of Rupee denominated Preference Shares.
• Managed a Rights Issue of 69,057,200 new Ordinary Shares at SLR15/-.

• Dialog Telekom PLC raised SLR 5 Billion by way of a Rated, Cumulative, and Redeemable Preference Share issue.
• This was the largest ever Preference Share issue to be executed in the Sri Lankan Capital Market.
• NDBIB acted as the Financial Advisor and Manager to the Issue.

• Raised SLR 3,000 Million to part finance their CDMA network expansion and setting up of a broadband network through a syndicated loan facility.
• NDBIB acted as a Co-Arranger to this syndication together with NDB.

• John Keells Holdings PLC, engages in transportation, leisure, property development, consumer foods and retail, financial services, and information technology businesses in Sri Lanka and internationally.
• John Keells Holdings PLC raised SLR 2 Billion via a debenture issue.
• The largest AAA rated, unsecured, redeemable debenture issue at that time.

• Singer (Sri Lanka) PLC is a large, diversified company with presence throughout Sri Lanka.
• NDBIB acted as the Structuring and Placement agent for the Rated Unsecured Debenture issue for Singer (Sri Lanka) PLC.
• The issue was completed in three tranches raising SLR 1,500 Million.

• Sri Lanka Telecom (SLT) is one of the country’s most valuable blue chip companies with an annual turnover in excess of Rs 40 Billion.
• NDBIB co-arranged a loan syndication of SLR 7.2 Billion for SLT with the participation of 11 banks.
• This is the largest Rupee syndication carried out in the Sri Lankan market.
  

• Shell Terminal Lanka (Pvt) Limited is the Sri Lankan operation of Royal Dutch Shell plc, the international energy sector giant.
• NDBIB structured and placed Bank Guaranteed Promissory Notes amounting to USD 25 Million issued by Shell Terminal Lanka (Private) Limited.

• Aitken Spence PLC is one of the largest diversified business conglomerates based in Sri Lanka.
• NDBIB structured and placed a 5-year unsecured redeemable debenture amounting to SLR 1 Billion.

• NDBIB structured and placed 5-year Redeemable Preference Shares for Carson Cumberbatch PLC.
  

• Millennium Information Technologies Ltd., is a leading provider of information technology based, cutting edge solutions to the financial markets.
• NDBIB structured and placed a 3 year rolling promissory note to raise SLR 300 Million for the company’s state of the art campus style office facility.

• NDBIB successfully structured and placed a debenture issued by LTL Holdings (Pvt) Limited amounting to SLR 100 Million to restructure its debt.
  

• Hemas is a diversified conglomerate with 20 active subsidiaries organized into five key sectors.
• NDBIB co-arranged a syndication loan of SLR 600 Million to Hemas Manufacturing (Pvt) Limited to relocate its manufacturing facilities.

• NDBIB was the pioneer in introducing this instrument to the local market.
• It was specifically designed taking into consideration the local laws and regulations in order to safeguard both the originating company, as well as the interests of the investors.
• Laws and regulations in Sri Lanka are similar to those are in Bangladesh.
• To date NDBIB has successfully raised over SLR 22,800 Million in the local market.
• NDBIB is the market leader in the sector of debt financing.

• Ceylon Electricity Board is the sole electricity supplier in Sri Lanka.
• Successfully structured and placed SLR 1.43 Billion of securitized instruments arising from future Electricity Bills Receivables.
• This is the first instrument of its kind in the local market.

• Commercial Leasing Company PLC is a prominent player in Sri Lanka's leasing industry providing services such as leasing, factoring, hire purchase and hiring.
• Successfully structured over SLR 3.9 Billion in twenty one (21) tranches, through the securitization of lease receivables.

• People’s Leasing Company Limited (PLC) is the acknowledged leader in the leasing industry of Sri Lanka.
• Successfully structured and placed twenty six (26) tranches through the securitization of lease receivables.
• The second tranche raising SLR 2.97 Billion, the highest sum generated for a lease securitization to date.

• Maskeliya Plantations PLC and Kegalle Plantations PLC are Tea and Rubber plantations owned by Richard Pieris & Company PLC.
• Successfully structured and placed SLR 350 Million of securitized instruments arising from Tea Sales Receivables of Maskeliya Plantations PLC and Kegalle Plantations PLC.

• Amãna Securities Limited is a subsidiary of the pioneer provider of Islamic Financial Services in Sri Lanka.
• For the first time in Sri Lanka, NDBIB designed a unique Islamic securitization structure for Amana securities limited.

• Central Finance Company Limited was incorporated to provide financial services in the form of hire purchase facilities to the passenger transport and goods haulage of the Central region.
• Structured and placed a securitization instrument for Central Finance Company PLC through lease receivables.

• Swaps could be used as an effective hedging mechanism in periods of unstable markets or rising interest costs.
• NDBIB introduced these instruments to the local market by developing innovative tools that matched the particular client’s needs.

• Ceylinco Insurance PLC has become the leading insurance company in Sri Lanka
• NDBIB structured and placed a 10-year interest rate swap between Ceylinco Insurance- Life Fund and NDB.

• Arranged a foreign currency swap (USD to SLR) between Aitken Spence Garments Limited and Sampath Bank PLC.

• NDBIB structured and placed a Medium Term Interest Rate Swap / Cap for Richard Pieris & Company PLC.
• The transaction was for SLR 150 Million face value.
  

• NDBIB structured and placed a Medium Term Interest Rate Swap / Cap for Richard Pieris & Company PLC.
• The transaction was for SLR 150 Million face value.