Investors

We refer to the announcements dated 21 February 2020, 2 March 2020, 27 May 2020, 29 June 2020, 29 July 2020 and 24 September 2020 in relation to the Proposed Listing (“Announcements”). Unless otherwise stated, all definitions and abbreviations used herein shall have the same meanings as set out in the Announcements.

On behalf of the Company, CIMB is pleased to announce that the Bangladesh Securities and Exchange Commission has, vide its letter dated 14 October 2020, approved the Proposed IPO and Proposed Listing of Robi under section 2A, Sub-sections (2)(a) and (2)(b), read with section 2B of the Securities and Exchange Ordinance, 1969 (“Ordinance”) and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 subject to, amongst others, the following conditions imposed under section-2CC of the said Ordinance:

i. Robi ("the issuer") shall go for Initial Public Offer (IPO) for 523,793,334 ordinary shares of Taka 10.00 each at par totalling to Taka 5,237,933,340 (out of which 136,050,934 ordinary shares will be issued to employees of Robi under Employee Share Purchase Plan) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made there under;

ii. The IPO shall stand cancelled in case of under-subscription collectively above 35%. In such an event, the issuer and issue manager shall inform the Commission within 2 (two) working days and release the subscription money within 10 (ten) working days after receiving verification report from CDBL (Central Depository of Bangladesh) and the information from exchanges regarding subscription;

iii. 20% of the securities reserved for general public excluding NRB (Non-Resident Bangladeshi) shall be reserved for affected small investors. In case of under-subscription under any of sub-categories of eligible investors category or general public category, the unsubscribed portion shall be added to other sub-category of the same category. In case of over subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of over subscription in the eligible investors’ category, securities shall be allotted on pro-rata basis. No eligible investor shall apply for more than 2% (two percent) of the total securities reserved for the eligible investors;

iv. Robi shall furnish the list of allottees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty-Four) hours of allotment;

v. Shares not allotted at the time of according this consent, but allotted after listing, in favour of sponsors, directors or shareholders having 10% or more shares through stock dividends, shall be subject to a lock-in period of 2 (two) years from the date of issuance of the prospectus;

vi. Robi shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date of this consent for raising of capital;

vii. Robi shall not engage itself into any merger/amalgamation or acquisition activities without taking “No Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of Directors, before approval by the shareholders in General Meeting;

viii. The issuer has been granted waiver from the requirements of Rule 3(3)(c) and Rule 6(1) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015 as amended vide Notification No. BSEC/CMRRCD/2003-109/229/Admin/98 dated 25 July 2019 and published in the official gazette on September 3, 2019 for issuance of 523,793,334 Ordinary Shares of Taka 10.00 each at par through Initial Public Offer (IPO);

ix. 136,050,934 ordinary shares which will be issued to employees of Robi under Employee Share Purchase Plan shall be subject to lock in for 2 (two) years from the first trading day at the Exchange;

x. Robi shall furnish status report on utilisation of Public Offering proceeds audited by foreign affiliated auditors and authenticated by the board of directors to the Commission and the Exchanges within 15 (Fifteen) days of the closing of each month until such fund is fully utilized, as mentioned in the schedule contained in the prospectus. The issuer shall simultaneously post the status report in its website and Exchanges shall also post the same in company information contained in websites of the Exchanges. In the event of any irregularity or inconsistency, the Commission may employ or engage any person to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus;

xi. Proceeds of the Initial Public Offer (IPO) shall not be used for any purpose other than those specified in the prospectus without any valid ground. Any deviation in respect of purpose and time must have prior approval of at least 51% of the public shareholders, other than sponsors and directors, in a general meeting through a Board approved agenda thereon and due notification to the shareholders. Before the said general meeting, such deviation as recommended by the board of directors shall be published as price-sensitive information with detailed description and reasons for such deviation. If approved by the shareholders, the meeting resolution shall be submitted to the Commission along with reasonable explanations and the decision shall be published as price-sensitive information; and

xii. The issuer and issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.

This announcement is dated 16 October 2020.