Initial Public Offering:

Initial public offering (IPO) , also referred to simply as a "public offering" or "flotation," is when a company issues common stock or shares to the public for the first time. They are often issued by smaller, younger companies seeking capital to expand, but can also be done by large privately owned companies looking to become publicly traded. In an IPO the issuer may obtain the assistance of an underwriting firm, which helps it determine what type of security to issue (common or preferred), best offering price and time to bring it to market.

Analysis:
An initial public offering or IPO is a mechanism for companies to make available for the first time shares of their stock. Its purpose is to either raise capital for a new company or to fulfill a desire by an existing company to make their shares available to the public. Whether it is a new or existing company, the IPO process follows a fairly straight forward path with precise steps along the way. There are some instructions you have to follow to get consent from Securities Exchange Commission. These instructions are mandatory for investors. Through this process Investor has to organize all the relevant information. We have divide listing procedure in two Parts according to their behavior, one is work before Consent and another in work after consent. In the whole listing procedure, the works are separable like work before IPO consent and work after IPO consent.

IPO process

Works before IPO consent

Works after IPO consent

Works before Obtaining the Consent

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a) Selection of Advisors: Before applying for consent every company supposed to have section of legal advisor. Legal Adviser is responsible for Security of internal information. Local Organization usually appoints only Local Advisor and multinational organization supposed to have two legal advisers both Local & Foreign.

b) Completion of Valuation and restructuring: Before getting consent Organization will have to complete their total asset Valuation. Another important process is changing organizations employee management and also restructuring and obtaining Reports thereon. Listed Organizations all top level employee usually has to follow by the Auditor. c) Selection of Bankers to the Issue: Bankers Letter confirming opening of separate account for IPO and accepting their appointment as such Rule -18 of Public Issue Rules 2006.Bankers to the issue will be the important stake holder and they will be responsible for deposit and withdraw money of investors. d) Selection of underwriters: Selection of underwriters & completing underwriting agreement is another essential process of IPO listing procedure. Underwriters are liable for successful float of all the shares. If the shares under subscribed, then underwriter will have to buy and hold that particular amount of shares. But, in case of Bangladesh Capital Market History, It never happens besides applications are over subscribe more than 10times of offer. e) Collection of NOC from Lenders: Collection of No Objection Certificates (NOC) from Lenders is a mandatory to get IPO approval. Lender should have to issue a letter that if the Company change their existing capital structure then they will not have any objection. If the company have loan from several banks, then it is necessary to collect NOC from all the lenders. f) Audit of Accounts: Organization supposed to have Audit of their accounts by authorized Auditor duly signed on each page, by the issuers chief executive officer/managing director, chief financial officer and issue manager according to the Rule -3 of Public Issue Rules 2006. The audited account shall not be older than 120 days of the end of the period for which the Financial Statement is prepared. 10 copies of Financial Statement have submitted to SEC, one copy each to DSE and CSE. g) Credit Rating Report: Generally it takes at least two months to complete the Credit Rating after the Annual Audit is completed and credit report is mandatory for IPO listing process. Rule 18 (21) of the Public Issue Rules 2006 says that the application for consent shall be accompanied by some exhibits including Credit Rating Report. No issue of shares at a premium or issue of right shares shall be made by a public company unless the issue is rated by a credit rating company and declaration about such rating is given in the prospectus or right offer document (Sec.3 of Credit Rating Companies Rule 1996). h) Agreement with CDBL: Before submission of Application to SEC, it is mandatory to complete agreement with Central Depository Bangladesh Limited (CDBL). CDBL maintain online transaction of securities by taking some fees and they listed all the investor in Stock Market. At present there are more than 1600000(sixteen lac investors)in Bangladesh Capital Market. After completion of agreement now company will have to take decision on depositing sponsors shares during Lock-in-Period with Custodial Bank or with CDBL. i) Approval from Sponsors: At this point of IPO process now it is necessary to take approval from the sponsor and documentation the process, undertaking and information from Sponsors/ Directors, Declarations, Due Diligence etc. Refund warrant guarantee: Company supposed to have opened a separate Bank Account for refund warrant purpose. It also called Mother Accounts for Refund Warrant. Through this account Company has to refund warrant money to the investor, who will not get the share.

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k) Draft Prospectus: Before applying for IPO Company will have to drafting the abridge version of prospectus and dealing with Printers on printing of Prospectus, Forms, Refund Warrants, Letter of Allotment etc. l) Application Submission: Application has to submit to SEC for consent to Issue with approved Prospectus and deposit the Govt. Fees of BDT 10,000. If the application is incomplete the SEC shall inform the applicant within 28 days of receipt of application and if the issuer fails to remove incompleteness within 30 days of communication, it shall file fresh application. (Rule -17 of Public Issue Rules 2006)

m) Consent from SEC: if the application and information, documents are provided by the applicant are reliable then SEC shall issue letter of Consent within 60 days of receipt of complete application. (Rule -17(4) of Public Issue Rules 2006). If the application submitted by the applicant is fresh and correct then usually it takes 45days to get IPO consent.

Works after Obtaining the Consent

a) Submission of prospectus: After getting approval from SEC the first step is to submit the abridged version of prospectus in SEC for approval, usually before 10-15 days prior to opening of subscription. And also have to submit signed copy of the Prospectus with Registrar of Joint Stock Company (RJSC) on or before the date of publication of prospectus in newspapers.( Section 138 of Companies Act 1994) b) Announcement for the investor: Company will have to Publish of abridged version of prospectus in 4 newspapers (2 English + 2 Bengali) within 3 working days of the issuance of Consent Letter (Rule 5(1) of Public Issue Rules 2006). A paper clipping of published Abridged Version of Prospectus has to submit to SEC within 24 hours of publication in newspapers. Issuer Company will have to submit a diskette containing the text of vetted prospectus to SEC, DSE, CSE and Issue Manager and will have to post the full prospectus vetted by SEC in Websites of Issuer, SEC, DSE, CSE & Issue Manager within 3 working days of the issuance of Consent Letter (Rule 6(2) of Public Issue Rules2006). c) Provide full prospectus: Issuer Company will have to submit 40 copies of printed prospectus to SEC and also submit printed copies of abridged version Prospectus and application forms to Bangladesh Embassies by EMS of postal departments within 5working days from the date of publication of abridged version of prospectus in newspapers. d) Application for listing: At this point Applicant should apply to all Stock Exchanges in Bangladesh and submit the vetted prospectus to the Stock Exchanges within 7 working days from the date of issuance of the Consent Letter (Rule 17 of the Public Issue Rules2006). e) Subscription period: Subscription List shall be opened and sale of securities commence after 25 days of publication of Abridged Version of Prospectus. (Rule - 5 of Public Issue Rules 2006) Subscription List shall be closed after remain open for 5 consecutive banking days. By NRB be made to the Issuer Company within the closing date so as to reach the Company by the closing date plus 9 days. Page

f) Transaction rate: To apply spot buying rate (TT Clean) in US $ and UK pound and Euro of Sonali Bank for subscription of NRBs. Spot buying rate to be collected from Sonali Bank on the date of opening of subscription. g) In case of under subscription: In case of under subscription, Issuer shall notify the underwriter to take up underwritten shares. The time limitation is within 10 days of close of subscription date. Full payment is to be made by the underwriter of underwritten amount within 15 days of Issuers notice. h) Application to Stock Exchanges for Listing: For application for Listing issuer has to submit it to SEC attested copies of applications filed with Stock Exchanges within 7working days of issuance of consent letter (Application shall be made by the Company at least 10 days prior to issue of first Prospectus (Regulation 3 (2) of DSE Listing Regulations). i) Approval of listing: Granting of listing applications by DSE and CSE for issuing the share. The Exchange shall decide the question of granting permission within a maximum period of 6 weeks from closure of subscription lists. (Regulation 3(3) of DSE Listing Regulations)

The first thing a company must do before issuing stock is file a registration with the Securities and Exchange Commission (SEC.) Since the SEC has the power of nullifying any attempt to go public After the registration statement is finished, companies engage the services of one or more investment bankers. The role of any investment banker(s) is mostly twofold. First, it is to distribute the companys prospectus to prospective buyers of the stock. The second function of an investment banker or underwriter is to buy the companys shares and resell them to the public. After SEC approval and usually a day or so before the actual public offering, the company and the investment banker agree on a share price and the number of shares to be sold. The offering is complete when the company receives the money and delivers the shares to the underwriter. Underwriters do extensive research before committing to buy a companys securities. They take on a calculated risk, essentially betting that the price per share they pay out to a company will be less than what the market is willing to pay for it. Opportunities for huge profits -and losses- exist in this environment.

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Company Profile: Premier Cement Mills Limited was founded in 2001 as the private cement producer in Bangladesh, with a factory in Muktarpul, Munshiganj. The factory is equipped with world-class European technology built in Denmark and Germany. The Company started production in March, 2004 with Unit 1, which had an installed capacity of 730,000 tons of cement per year, and would be followed by Unit 2, also at 730,000 tons of cement per year, by the mid of 2005. Within the span of first 5 months, the company has achieved the ISO 9000-2001 certification from TUV, with highly skilled employees for its quality product, technology and machine. It has a capacity of almost a million tons per year. The Company is recognized as a leading cement producer with abundant supply of raw materials, low production cost and an energy efficient operation. The Company has an extensive distribution system throughout the country. Their transports operate a large fleet of trucks to distribute cement products in bags almost anywhere in the country.

Logo: Brand color plays a very vital role in branding. By brand logo consumer can recognize the brand and easily go for the product which he/she need.

Logos of Premier Cement Mills Limited

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Slogan: Slogan helps a company to increase their brand awareness. By a good slogan consumer can recognize the brand and recall it easily. A powerful slogan can contribute to increase brand equity in different ways. Slogan of Premier Cement Mills Limited is .

Products: With their automated manufacturing facilities and equipped laboratory with dedication team premier cement mills limited ensure quality of each batch of production. Currently they are manufacturing two types of cement and they are Ordinary Portland Cement: Portland cement ( often referred to as OPC, from Ordinary Portland Cement) is the most common type of cement in general use around the world because it is a basic ingredient of concrete, mortar, stucco and most non-specialty grout. It is a fine powder produced by grinding Portland cement clinker, a limited amount of calcium sulfate and minor constituents. Portland Composite Cement: Hydraulic cement produced by milling 94-80 parts of Portland cement clinker together with a corresponding amount of at least two kinds of additives and a quantity of gypsum.

SEC rules comply with Premier Cement

To prepare the IPO every company have to follow some rules and regulations provided by the SEC. In 2006 SEC provided a full set of rules for preparing an IPO and what should be included in a prospectus. By a prospectus public can understand the present situation of the company and can take decision whether he/she will invest or not. Every company should comply with the rules if the company wants to go for a public offering. Considering the prospectus of Premier Cement mills limited, the comparison between the prospectus and the provided rules is given below. (1) Cover Page of Prospectus: According to the public issue rules 2006, the front cover page of the prospectus must be consistent with those following information. (a) Name of the issuer company: We know that the company which offers shares to the public is known as Issuer Company. So, the name of the issuer company is Premier Cement Mills Ltd. (b) Amount and type of securities being issued: The company is offering 12,000,000 of ordinary shares only and no other types of shares. (c) Offering price of the securities on a per unit and aggregate basis: The per share price for the company is Tk. 10/- at an issue price of Tk. 22/- each including premium of Tk. 12/- per share. That means the total value is Tk. 264,000,000. (d) Opening and closing date of subscription including for NRBs: The opening date for subscription is 17th December 2012 and the closing date for subscription is 23rd December. (e) Names and addresses of the underwriter: There are two underwriters for this public issue. They are ICB Capital Management Limited and IIDFC Capital Limited. No address of the underwriters is given. (f) Issue date of the prospectus: The Issue date of the Prospectus is 5 October, 2012.

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(g) Statement of Query: There is an statement at the top of the prospectus and its mandatory for every company. The statement is, If you have any query about this document, you may consult issuer, issue mangers and underwriters (h) Statement in bold type face: There will be another statement at the bottom of the prospectus which will state that, CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR

(2) Table of Contents: After the cover page of the prospectus there must be the table of contacts of the company. Where a detailed table of contents showing the various sections or subdivisions of the prospectus and the page number on which each such section or subdivision begins shall be given. Immediately preceding the table of contents, it shall be indicated that a prospectus may be obtained from the issuer company, issue manager, underwriter and stock exchanges; and the address and telephone number of the company, the issue manager, the underwriters, the auditor and the stock exchanges. (3) Risk Factors and Managements Perception about the Risks: Immediately following the cover page of the prospectus, all risk factors and managements perception about the same are to be clearly stated which may include, among others,: Interest Rate Risk Financial market of Bangladesh has been experiencing volatile interest rate over the year. Unfavorable movement of interest rate enhances the cost of fund of the company and could Adversely affect the business and future financial performance. The company prefers working capital loan with variable interest rate which may get affected due to increase of interest rate. Exchange Rate Risk Exchange rate risk is quite relevant for the company since most of the raw materials are imported from abroad. PCML imports raw materials against payment of foreign currency. Unfavorable volatility of foreign currency may affect the profitability of the company.

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Industry Risks Major market players in the cement industry took initiative to expand their capacity and most of them will come into operation within next one year. If economic growth as well as development activities of the country are not at expected level, market will be more competitive due to excess capacity in the industry. Moreover, some of the competitors in the industry are larger than our Company and have huge financial resources that may enable them to deliver products on more attractive terms or to invest large amounts of capital into their business, including greater expenditure for better and more efficient production capabilities. These competitors may limit the opportunity of the Company to expand its market share and may compete with it on pricing of products. The business, financial condition and prospects of the Company could be adversely affected if it is unable to compete with its competitors and sell cement at competitive prices.

Market and Technology Related Risks Introduction of new/ cost effective technology may bring technological obsolescence and negative operational efficiency of the company. The company used old machineries in Unit 1 and Unit 2 and would be adversely affected if the company fails to keep pace with technological developments.

Potential or Existing Government Regulations The Company operates under Companies Act, Income Tax Ordinance, Income Tax Rules, Value Added Tax (VAT) Act, Value Added Tax (VAT) Rules. In addition to that, Company operates its activities in compliance with various environmental rules and regulations. Stricter laws and regulations or stricter interpretation of existing laws and regulations may impose new liabilities, which could adversely affect its business, financial condition or results of operation.

Potential Change in Global or National Policy The company operates its business based on imported raw materials. Financial and operating performance of the company may be adversely affected due to unfavorable change in global and national policy.

Non-operating History Any interruption in the operations of the company affects the companys image as a going concern. Failure to ensure uninterrupted operation reduces profitability and in long run weakens the fundamentals of the company. There is no history of disruption in operation in the company.

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(4) Use of Proceeds: The prospectus shall show how the net proceeds of the offering shall be used, indicating the amount to be used for each purpose. The prospectus shall also include a schedule mentioning the stages of implementation and utilization of funds received through public offering, mentioning about the approximate date of completion of the project and the projected date of full commercial operation. The schedule shall be signed by the chief executive officer and the chief financial officer of the issuer. If there are contracts covering any of the activities of the issuer company for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the prospectus shall disclose the terms of such contracts, and copies of the contracts shall be filed with the Commission as annexure to the prospectus. The company did not enter into any contract for aforesaid utilization of proceeds. However, LC for capital machineries of 4th unit, wheel loader, barge loader system and e-crane has already been opened.

Sl No

Particulars

Amount (Tk.)

Expected Implementation Period Operational since July, 2012 August, 2012

Expected Date of Commercial Operation -

Machineries for 3rd Unit Machineries for 4th Unit Wheel Loader

337,500,000

337,500,000

September, 2012

13,950,000

Operational since October, 2011 Operational since July, 2012 Operational since July, 2012 Completed in June, 2012

Barge Loader 42,500,000 System E-Crane 129,500,000

Civil work, 250,000,000 Fabrication & Erection Total Fund Requirments 1,110,950,000

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(5) Description of Business:

In this area the public issue rules says that every company must have to provide the details description of the company. Necessary things should be provided in this area and this are(a) The date on which the issuer company was incorporated and the date on which it commenced operations and the nature of the business which the company and its subsidiaries are engaged in or propose to engage in shall be stated in the prospectus. Important dates regarding to the company is given below-

Incorporation of Business as Private Limited Company Started commercial production 1st Unit First Export of Cement Converted in to Public Limited Company Started production 2nd Unit

14 October 2001 12 March 2004 26 April 2008 16 April, 2010 01 January, 2011

(b) The prospectus shall contain the information in respect of its business operation. And the information is given below1. The principal activity of the company is to manufacture Ordinary Portland Cement and Portland Composite Cement under PREMIER CEMENT brand and marketing the same in local and abroad. Premier Cement Mills Limited consistently delivers the superior quality cement to customers. Its fully automated manufacturing facilities, well equipped laboratory and computerized individual raw material feeding system from SCHENCK of Germany with dedicated team to ensure continuous process quality of production. Premier Cement has been consistently ensuring following matters: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. Quality Control through Close Monitoring Raw Material Smooth Raw material Carrying Facilities Distribution Channel Power Supply Quality Control Communication Environmental Pollution Control Information Management Strategy Market Opportunities Export Position of PCML

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xii.

Market Position for the Premier Cement Mills Limited

2. The company has more than one product or service, the relative contribution to sales and income of each product or service that accounts for more than 10% of the companys total revenues. The Company has only one product and it is contributing 100% to its revenue. 3. Names of associates, subsidiary/related holding company and their core areas of business. Name of the Company Relationship Premier Power Generation Subsidiary Limited National Cement Mills Associate Limited Core Area of Business Power Generation Cement Production and Distribution

4. How the products or services are distributed is describing on this part of the prospectus. PCML has fully complied with this statement and provide all necessary information regarding with this. Here we represent the country wise and zonal wise distribution of products for PCML.

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a) Area wise sales:

b) Dhaka zonal sales.

Premier cements mills also published the distributors name and address all over the country. They also provided the information of how many vehicles are used in this distribution cycle. The company believes that this network and cordial relationships with the dealers enable the company to market and distribute its cement widely and efficiently all over the Bangladesh. 5. Competitive conditions in the business are mainly the capability to perform in the same market. When a company can use the full set of ability than the company can get the maximum profit. The capacity of the major market players are given below-

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The production capacity as well as the market demand of cement in Bangladesh is shown in the given graph.

Basic raw materials like clinker, gypsum, slag and lime stone are imported from different countries such as Thailand, China, India, Indonesia, Malaysia, Oman, Japan etc. Cost of cement mainly depends on the raw materials price in the international market. Raw material imported in our country during the year 2010 and 2009 are shown in the following figure.

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6. All the Sources and availability of raw materials and the names of the principal suppliers are available in the prospectus. That means PCML have done everything as per the SEC rules, 2006. 7. PCML needs private power plant for the official activities and water, fuel for the production. But PCML doesnt need any gas for its operational activities. 8. PCML doesnt have any single customer who provides 10% or more than 10% revenue of the company. 9. PCML has no specific contract with its principal customers and suppliers. So, there is no description in the prospectus about this issue. 10. PCML has applied for the registration of the trademark, in respect of goods, name and trading style with the department of patents, designs and trademarks. 11. There are total 512 employees till june 30, 2011and no employees received less than 3600 per month.. 12. Production capacity and actual capacity is described by the graph given from the year 2007 to year 2011.

(6) Description of Property:

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The prospectus of PCML has contained the following information in respect of plants and property. These are-

Location of the principal plants and other property of the company and the condition are described exactly in the prospectus. The location and the area along with the values presented as per the SEC rules required. There is not any kind of assets taken as a lease from any other party by PCML. So, these rules are void for the company. (7) Plan of Operation and Discussion of Financial Condition: The issuer had already been in operation, revenue from operation from each of the last three years. So, the issuers financial position, changes in financial position and results of operations for each of the last three years are given in the prospectus and also include the following information, to the extent material, namely; (1) Internal and external sources of cash. (2) The company does not have any such commitment for capital expenditure excepting the expansion shown under the head Use of IPO proceeds and stages of utilization of the prospectus. (3) Causes for any material changes from period to period in income, cost of goods sold, other operating expenses and net income. (4) There have seasonal aspects of the companys business because the demand of cement may vary from time to time. In rainy weather the needs of cement may decrease cause construction may hamper in this time. (5) There are some known trends, events or uncertainties that have a material effect on the companys future business. (6) No asset of the company has been used to pay off any liability. (7) No loan was received from any holding/parent company or subsidiary company. (8) The company has no plan to enter into any contractual liabilities within next one year other than those arising in the normal course of business. (9) No future capital expenditure is planned except as noted under the heading Material commitment for capital expenditure (10) PCML has paid income taxes and Vat but there is no customer duty or similar liabilities of the company are outstanding as on 30th June 2011 excepting those arising during the normal course of business. (11) Premier Cement Mills Limited did not have any operating lease agreement with any organization up to 30th June 2011. (12) Premier Cement Mills Limited did not have any Financial Lease agreement with any organization up to 30th June 2011.

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(13) The details of all personnel related schemes for which the company has to make provision for in future years are provided in the prospectus fairly as per the rules. (14) Break down of all expenses connected with the public issue provided specifically. (i) fee of issue manager; and ( i i) fee of underwriter. (15 The Company revaluated its assets based on June 30, 2010 which have been reflected in the current year financial statements. Particulars of the value and summary of report have been provided in the prospectus. (16) Full disclosure in the prospectus about the transactions, including its nature and amount, between it and its subsidiary/holding company or associate companies, including transactions which have taken place within the last five years of the issuance of the prospectus or the date of incorporation of the issuer company, whichever is earlier, clearly indicating whether the issuer company is a debtor or a creditor. (17) A special report from the auditors regarding any allotment of shares to the directors and subscribers to the Memorandum of Association and Articles of Association for any consideration otherwise than for cash is provided in the prospectus. (18) There is no other material information which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public. (8) Directors and Officers: The prospectus has contained the following information in the prospectus in respect of its directors and officers, namely:(a) Name, age, qualification, experience and position of each of the directors of the company and any person nominated to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him. (b) In the case of a director, the date on which he first became a director and the date on which his current term of office shall expire. (c) If any director is also a director of another company or owner or partner of any other concern, the names of such organizations. (d) Any family relationship among directors and top five officers. (e) Short bio-data of each director.

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(f) Neither the company nor any of its directors or shareholders who hold 5% or more shares in the paidup capital of the issuer is a loan defaulter in terms of the CIB Report of the Bangladesh Bank.

(g) Name with position, educational qualification, date of joining in the company, last five years experience of the Chief Executive Officer, Chief Financial Officer, Company Secretary, Advisers, Consultants, Additional and Deputy Managing Directors and All Departmental Heads. (9) Involvement of Directors and Officers in Certain Legal Proceedings: No director or officer of the Company was involved in any of the following types of legal proceedings in the last ten years:

(a) Any bankruptcy petition filed by or against any company of which any officer or director of the issuer company filing the prospectus was a director, officer or partner at the time of the bankruptcy. (b) Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending against him. (c) Any order, judgment or decree of any court of competent jurisdiction against any director, officer permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or banking activities. (d) Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial regulatory authority, suspending or otherwise limiting the involvement of any director or officer director in any type of business, securities or banking activities.

(10) Certain Relationships and Related Transactions: Neither any proposed transaction nor had any transaction during the last two years, between the issuer and any of the following persons:

(a) Any director or executive officer of the issuer. (b) Any director or officer. (c) Any person owning 5% or more of the outstanding shares of the issuer. (d) Any member of the immediate family (including spouse, parents, brothers, sisters, children, any of the above persons. (e) Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus. (f) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such

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person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan. (g) Any director holding any position, apart from being a director in the issuer company, in any company, society, trust, organization, or proprietorship or partnership firm. (h) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary. (11) Executive Compensation: (a) The total amount of remuneration paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer. (b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year. (c) Any Directors, who is not an officer, of the company did not take remuneration for performing extra services for the company except the transactions shown under Directors Remuneration. (d) There is no contract with any director or officer for future compensation. (e) The company is yet to finalize its personal policy that the company will pay increase intension to the employees. (12) Options granted to Directors, Officers and Employees: The company has not granted any option to directors, officers or employees. (13) Transaction with the Directors and Subscribers to the Memorandum: The Directors and subscribers to the memorandum have not received any benefits directly or Indirectly during the last five years except salary & allowances (14) Tangible assets per share: The prospectus show the net tangible asset backing per unit of the securities being offered at the date of the latest statement of financial position contained or referred to in the prospectus. (15) Ownership of the Companys Securities: The prospectus disclose the name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer, indicating the amount of securities owned. No officer of the company own shares of the company as on June 30, 2011.

The offer price of the shares of Premier Cement Mills Limited has been fixed at TK. 22/- per share against face value of TK. 10/-.

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(16) Determination of Offering Price:

(17) Market for the Securities Being Offered: The issuer shall apply to all the stock exchanges in Bangladesh within seven working days from the date of consent accorded by the Commission to issue prospectus. The issuer will apply at: (a) Dhaka Stock Exchange (b) Chittagong stock exchange (18) Description of Securities Outstanding or Being Offered: The prospectus has complied with the entire thing in this topic. Those are Dividend, voting and pre-emption offered Conversion and liquidation rights Right for transfer Dividend policy Other rights of stockholder (19) Debt Securities: There is no debt securities issued or plan to issue by the company within 6 (six) months. (20) Financial Statement Requirements: The prospectus has included all the necessary financial statements required as per the rules. And these are(a) The financial statements prepared and audited in adherence to the provisions of the Securities and Exchange Rules, 1987; (b) Information as is required under section relating to holding company; (c) Selected ratios on liquidity, profitability and solvency of the issuer as specified in Annexure B; (d) T Describe he issuer shall include comparative income statements and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer in the prospectus. If the company has been in existence for less than five years, the above mentioned inclusion and submission will have to be made for the period of existence of the company.

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How to Determine a Pre-IPO Stock Price

Private companies go public through initial public offerings. They engage investment bankers to manage the IPO process. This includes filing registration documents with the U.S. Securities and Exchange Commission, determining the pre-IPO offering price, deciding the IPO size in terms of the number of shares, and marketing and creating demand for the shares among potential investors. Compute the market value as the first step to evaluate the pre ipo stock price. 1. Provide the necessary financial information to the lead investment bank. This includes historical operating results, realistic projections, business conditions, key customer segments, risk factors and product development pipeline. 2. Estimate the value of your company. You could use discounted cash flow modeling to compute the present value of future net income using a discount rate. Net income is sales minus operating and non-operating expenses. The discount rate could be a combination of the risk-free rate, which is usually the three-month Treasury bill rate, plus a risk premium. 3. Establish the IPO size. Several factors come into play, according to "Inc." magazine, such as demand and the issuing company's funding requirements. For example, increase the IPO size if demand is high, which keeps the price affordable to more investors while raising additional funds. Your specific requirements for the funds could play a role -- for example, if your needs are modest, go with a smaller IPO. 4. Calculate the value per share, which is the value of the company divided by the number of shares. Continuing with the example and assuming an IPO size of 1 million shares representing 100 percent of the company, the value per share is $10, or $10 million divided by 1 million. 5. Determine the offering price per share, which might be lower or higher than the value per share. According to "Inc." magazine, investment banks target an offering price around $15 to make the shares attractive to more investors. The share price affects perception. If you set the price too low, investors might think that there is something wrong with the business fundamentals. On the other hand, if you set it too high, you might not attract enough investor interest.

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