| Issuer: | BRAC Bank Limited |
|---|---|
| Purpose: | To raise Tier 2 Capital (subject to regulatory approval) and |
| undertake normal commercial banking activities with the | |
| proceeds as permitted by the Bangladesh Bank. | |
| Lead Arranger: | RSA Capital Limited |
| Issue Manager: | IDLC Finance Limited |
| Trustee: | The City Bank Limited |
| Investors: | 90% of the total Issue Size shall be offered to institutional |
| investors including onshore and offshore investors and the | |
| remaining 10% shall be offered to public through IPO. | |
| Issue Size: | BDT 3,000,000,000 (Bangladesh Taka Three Billion) |
| Issue Type: | Subordinated Convertible Bond Issue (“Bond”) of BRAC Bank Ltd. with qualification as Tier 2 Capital. |
| Tenor: | 84 Months from the date of issue, bullet repayment. |
| Face Value: | Each Bond will have a Face Value of BDT 1,000 (One Thousand). |
| Market Lot: | Each market lot will consist 5 (five) bonds each with a Face |
| Value of BDT 1,000 (One Thousand). |
| Listing Size: | Public listing of BDT 3,000,000,000 Subordinated Convertible Bond in the ratio of 90:10 for private placement and repeat public offerings, respectively in DSE and CSE. . |
|---|---|
| Reference Rate: | The Reference Rate is the latest 182days Bangladesh Government TBill as published on Bangladesh Bank web site or other sources of publication. “Quotation Day” means, in relation to any period for which an interest rate is to be determined, 5 Business Days before the first day of that period. If the Reference Rate is not available on the Quotation Day, the Trustee will be entitled to apply a Treasury Bill rate with the next lower maturity; or if such a rate is unavailable then the Issuer shall negotiate in good faith with the Trustee (upon the request of the Investors) in order to arrive at a mutual agreement upon the applicable interest rate and period of interest for the Facility. Such determination thereof shall be conclusive and binding on the Issuer. |
| Interest Margin above the Reference Rate for the Issue: | Margin is 6.50% determined during the book building exercise and market conditions at the precise time of issuance. |
| Interest Floor | The Interest Margin plus the Reference Rate will be set at 12.50% (the Interest Floor) at all times. |
| Increased Risk Interest | 2% above the Interest Floor or the Interest Margin and the Reference Rate; whatever is higher. This will be triggered under the following conditions: (i) NonPayment: a default is made in the payment of any principal or in the payment of any interest due in respect of the Bonds; (ii) Breach of Financial Covenant: any financial covenant requirement is not satisfied at any time as per terms and conditions of the bond; (iii) Downgrade of Credit Rating: the credit rating of the Issuer and of the Bonds falling below Investment Grade; (iv) Breach of Other Obligations: the Issuer does not perform or comply with one or more of its other obligations in the Bonds or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days after written notice of such default shall |
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