Public offer of 40,000,000 ordinary shares of Tk. 100/- per share totaling to Tk. 4,000,000,000/-
Subscription
For General public Opening Date: May 08, 2011 closing Date: May 15, 2011 For NRB applicants Opening Date: May 08, 2011 closing Date: June 02, 2011
Date of Rating
09 December 2009
Underwriters IDLC Finance Limited Lanka Bangla Finance Limited Janata Bank Limited IIDFC Capital Limited ICB Capital Management Limited Issue Date of Prospectus: 05.04.2011 The Issue shall be placed in "N" Category
"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".
Special Note Please read the Prospectus carefully which includes Risk Factors before taking your investment decision. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commission.
Company Profile
Tulsi Pharmaceuticals Ltd. (TPL) is one of the fastest growing pharmaceutical finished formulation manufacturing companies in Bangladesh with a mission to provide innovative high quality range of healthcare products. TPL has been striving for more than 18 years and has devoted entirely to the development of excellent pharmaceutical finished products. Relentlessly pursuing scientific knowledge, building the strength and developing the vision required to compete with the best in the future TPL has grown into a company that boosts of world class products, excellent production facilities and quality professionals. TPL has crossed numerous milestones in its journey.
Turnover has grown multifold; Introduced several new life saving molecules for the first time in Bangladesh; Possesses an excellent production infrastructure; and
It has created effective systems and built committed teams of professionals, which ensure that General Pharma is fully prepared and ready to successfully take on the challenges of the future. General Pharmaceuticals has about 248 dosage forms for marketing within Bangladesh.
There are 2000 skilled professional are working in TPL inclusive of 900 Sales & Marketing Force. The distribution network is spread all over Bangladesh with a professional team of 500 distributions personnel. Launching new products in every month, maintaining the strong position in the market since their inception in 1987.In recent years TPL has entered into export fields by registering its products in Viet Nam, Kenya, Hong Kong, Macau, Mauritius, Myanmar, Sri Lanka & Maldives. In this connection TPL is also aiming to export their pharmaceutical finished products to other countries of South East Asia, Middle East and Africa and Latin America
Vision
General envisions a leading role for itself as a catalyst for improvement of the healthcare environment.
Mission Statement:
The company's mission is to maintain people's health and combat disease to enhance the quality of human life so that people may live longer, healthier and more meaningful lives.
Product Line:
General offers a wide variety product to combat against different diseases. Therapeutic wise product category of General Pharma are given belowDRUG ACTING ON GIT VITAMIN & MINERALS ANTIHISTAMINE & ANTIASTHMATIC NEUROTONICS MUSCULOSKELETAL DRUGS ANTIDIABETIC ANTI MIGRAINE ENERGY PRODUCER INJECTABLE DISINFECTANT ANTI-ANGINAL & ANTI-ISCHEMIC DRUGS CARDIOVASCULAR DRUGS PSYCHOTROPIC ANTIMICROBIAL/ANTIPROTOZOLE ANTI-OBESITY DERMATOLOGICAL ANTI CANCER UROLOGICAL DRUG ORS ANTISEPTIC MOUTHWASH ANTI-GOUT
Financial Structure of the Company The Financial Structure of the Company as follows: Particulars Before IPO Authorized Capital ordinary shares of Tk. 100 each Total Paid-up before IPO After IPO To be issued as IPO Total no of shares (post IPO) Paid up capital (post IPO) No. of shares 20,000,000 0 60,000,000 4,000,0000 100,000,00 0 100,0000,0000.00 Face Value(Taka) 100.00 100.00 100.00 Amount in Taka 200,000,00000.00 6,000,000,000.00 4,000,000,000.00
Investor Quota Eligible Institutional Investors Mutual Fund Portion NRB portion Public Portion
Use of IPO Proceeds IPO Proceeds Less: IPO expenses (approx.) Net IPO Proceeds Working Capital Requirement
Subsequently, considering the business requirements, the management decided to utilize the fund in the following: Particulars Repayment of loan to HSBC Repayment of loan to Agrani Bank Ltd. Construction of new factory Machinery import for production Office equipment Office decoration Raw materials Research and development cost Total Amount (Tk.) 20,5500000 10,4000000 125,107,0000 145,00,00000 84,00,000 64,00,000 158,270,000 764,340,000 3,947,980,000
Fixed Fixed @ .25% on up to tk.10 crore of paid up capital & 0.15% on the balance amount (Max 20 lac) Fixed @ .15% on entire offer
SEC Fees Application Fee Consent Fee IPO Commission Underwriting Commission Bankers to the Issue Commission
10,000 6,000,000
10,000,000 4,000,000
Printing & Post IPO Expenses (Estimated): Abridged version of Prospectus and Noticed Printing of Prospectus and Forms Post issue Expenses Arrangement of Lottery Total Estimated 10,00,000
Ratio Analysis:
Particulars Liquidity Ratios Current ratio Quick (Acid Test) ratio Times interest earned ratio Debt to equity ratio Operating Ratio Accounts receivable turnover ratio Inventory turnover ratio Asset turnover ratio Profitability Ratios Gross profit margin Operating profit margin Net profit margin Return on Assets (ROA) Return on Equity (ROE) Earnings Per Share (Taka)
30 June 2010
0.7436484 0.7754867 8.586705412 0.7428178
30 June 2007
0.09853002 0.09853002 N/A 1.746816813
30 June 2006
0.611970053 0.611970053 N/A 0.085804175
33.47111518
16.40332377
5.098427572
N/A
N/A
0.136356243 0.144483279
0.350931171 0.15020331
0.136356243 0.014180369
N/A N/A
N/A N/A
0.826552907 0.73960492
0.76486992 0.666218462
0.748107869 0.299874065
N/A N/A
N/A N/A
Risk Factors
The Company is operating in an industry involving both external and internal risk factors having direct as well as indirect effects on the investments by the investors. The assessable risk factors, both external and internal, are mentioned below(a) Interest Rate Risk Interest/financial charges are paid against any kind of borrowed fund. Instability in money market and increased requirement for fund may put pressure on interest rate structure. Rising of interest rate increases the cost of fund and consequently there may be impact on profitability. (b) Exchange Rate Risk The Company imports raw materials against payment of foreign currency. Unfavorable volatility or currency fluctuation may affect the profitability of the Company. (c) Industry Risk Environmentalists are likely to create pressure on Government to protect or banning those factory, which are not follow proper ETP, Waste management solution, Air pollution etc. which are negative effects on living being and environment thereby causing closure of business by the Company. (d) Market and technology related Risk The company has world-class infrastructure with most sophisticated machinery and equipments. Fully segregated independent production facility equipped with sophisticated high-tech European machinery. Integrated Building Management System (IBMS) supported by latest dynamic software networking to ensure central monitoring and complete automatic operation of the plant. Independent modern QA, QC, Microbiological and Product Development Laboratories supported with high-tech equipment to ensure the highest quality of products. Electronically controlled operation system as per guideline of GAMP 4 (Good Automated Manufacturing Practice). The production facilities are based on currently available technology. Any invention of new and more cost effective technology may cause operational obsolescence thereby causing in substantial new investments. Proposed new investments in diversified product lines may need diversified technology and management skills, which may not be available. Any serious defects in the plant and machinery may affect production and profitability calling for additional investment for replacement. (e) Potential or existing government regulations Any adverse change by the Government in fiscal policies relating incentives, rebate etc. may adversely affect Company's profitability as well as adverse effect the production of life saving drugs. (f) Potential changes in global or national policies The Company's product lines consist of specialized and sophisticated anti-cancer, cardiovascular, antibiotic and other life saving drugs products that are primarily based on imported raw materials. Any shortage in the international market might dent the production level and profitability. Law and order situation and political unrest may also jeopardize Company's operations and adversely affect profitability. (g) Operational risk Shortage of power supply, labor unrest, unavailability or price increase of raw materials, natural calamities like flood, cyclone, earthquake etc. may disrupt the production of the Company and can adversely impact the profitability of the Company.
Credit Rating:
Credit Rating Agency of Bangladesh Limited (CRAB) has assigned A1 (pronounced Single A One) rating in the Long Term to General Pharmaceuticals Limited (hereinafter referred to as TPL, or the Company). Companies rated in this category have very strong capacity to meet their financial commitments. These companies are judged to be of very high quality, subject to very low credit risk. Rights of the Shareholder:
Dividend: All the shareholders have equal but proportionate right in respect of dividend. Dividend will be paid in Bangladeshi Taka only. Transfer of shares: Shares are transferable. The transfer will be made by the CDBL under electronic settlement process. Voting Right: All the shareholders shall have usual voting rights. Voting right can be exercised in person or by proxy in a meeting. Encashment: The shares will be listed with DSE. So investment in this Fund will easily be encashable. Receive Annual Report: The shareholders shall have the right to receive all periodical reports and statements audited as well as unaudited published by the company from time to time. Conversion: The Company is issuing ordinary shares through this prospectus with the consent of the SEC. Company in its General Meeting may convert any fully paid up shares into stock and reconverts such stock into paid up shares of any denomination if it is so determined by the company. Accounting Year: Financial period of the company covers one year from 1st July to 30th June consistently. Audit Fee: The audit fee will be Tk. 2, 00,000.00 (two lac) only for the first year and it will fix up for subsequent years. Dividend policy: a) Subject to the rights of members entitled to shares if any with preferential or special rights attached thereto as to dividends and subject to the provisions of these presents as to the reserve fund and depreciation fund the net profits of the Company in respect of any year or other period shall be applied in the payment of dividend on the ordinary shares of the Company but so that a partly paid up share only entitles the holder with respect thereto to such proportion of the Distribution upon a fully paid up share as the amount paid thereon bears to the nominal amount of each share. b) The Company in general meeting may declare a dividend to be paid to the members according to their rights and interests in the profits and may fit the time for payment. c) The declaration of the Directors as to the amount of net profits of the Company shall be conclusive. d) There is no limitation on the payment of dividend to the shareholders.
Balance Sheet
For the year Ended Particulars June 2006 Taka
Assets NonCurrent Assets Property, Plant & Equipment Less: Accumulated depreciation Total long term assets Current assets Inventories Loans, advance & deposits Cash & bank balances Accounts receivables Total current assets Less: Current liabilities and provisions Short term Borrowings Accounts payables Accrued expenses Tax payables Total current Liabilities 72,351,78 3 639,507 1,031,796 95,397 74,118,48 184,743,846 9,771,340 4,665,790 80,000 199,260,976 406,452,245 4,412,181 5,919,730 483,354 417,267,510 391,582,929 15,686,708 8,233,972 643,419 416,147,028 867,076,684 14,933,529 9,652,670 559,099 892,221,982 680,242,6 96 1,827,645,8 76 2,797,103,2 42 19,381,563 3,006,464,1 09 34,903,293 5,969,019,40 2 51,770,227
680,242,6 96
1,827,645,8 76
2,777,721,6 79
2,971,560,8 16
5,917,249,17 5
45,108,26 4 250,028
3,205,310 9,590,889
75,261,182 9,659,561
340,247,894 8,430,959
614,390,734 12,929,280
6,836,989
45,358,29 2
19,633,188
Net assets Financed by Long term borrowings liability for EWF Total long term liabilities
651,482,5 05
1,648,018,0 88
2,455,787,3 75
2,964,732,5 10
5,,688,526,6 66
51,482,50 5
1,048,018,0 88
51,482,50 5
1,048,018,0 88
Shareholde rs' equity Share capital Revaluation reserve Retained earnings Total shareholders equity Total long term liabilities & equity 600,000,0 00 600,000,000 600,000,000 600,000,000 600,000,000 2,291,186,98 4
600,000,0 00 651,482,5 05
600,000,000
4,501,751
604,501,751
169,690,60 8
769,690,608
372,795,44 1
3,263,982,42 5 5,688,526,66 6
1,648,018,0 88
2,455,787,3 75
2,964,732,5 10
30 June2009 Taka
507,819,297 (119,403,592) 388,415,705 (9,512,814) (40,584,300) 338,318,591 (55,500,911) 282,817,680 282,817,680
248,530,294
372,795,441
113,127,072
169,690,608
3,001,167
4,501,751
a) Cash flow from operating activities: Collection against sales Payments to creditors Other operating expenses Payment to others Interest paid Net cash generated from operating activities b) Cash flow from investing activities: Acquisition of property, plant & equipment Disposal of property, plant & equipment Net cash generated from investing activities c) Cash flow from financing activities: Long term loan received Long term loan refund Short term loan received Short term loan refund Net cash generated from financing activities d) Net cash increase/decrease(a+b+c) e) Cash & cash equivalents opening 547,359,636 (296,842,000) (157,700,701) (5,498,321) (66,348,484) 20,970,130
-
(58,183,574 )
-
(210,755,744)
-
(24,616,053)
-
(107,938,85 1)
-
(210,755,744)
-
(24,616,053)
-
(107,938,85 1)
-
65,177,824
-
71,940,615
-
301,528,377
127,681,552
1,421,572
Serial No.
01
Name
Dr. Momenul Haq, Managing Director
Age (Years)
52 35
47
Qualifications
M.B.B.S. from DMC and post graduation from U.K. M.B.B.S. from DMC and post graduation from USA M.Com in Marketing and MBA from USA
Position
Director/Managing Director Director Director Marketing
02 03
Short Bio data of the directors: Dr. Momenul Haque Managing Director, GENERAL PHARMA pharmaceuticals limited Mr. A. Matin Chowdhury is a renowned and dynamic personality in the pharmaceutical sector of Bangladesh. He completed M.B.B.S. from Dhaka Medical College and postgraduate studies from the U.K. Dr. Sarah Momen Director Dr. Sarah Momen wife of Dr. Momenul Haque, completed M.B.B.S. from Dhaka Medical College and postgraduate studies from the USA Mrs. Sarah is a famous Child and Adolescent Psychiatrist. She was the former Chief Consultant of Pabna Mental Hospital. She is also the Chairperson of Special Olympics in Bangladesh.
Mir Zaki Azam Chowdhury Director Marketing Mir Zaki Azam Chowdhury completed his masters in marketing and completed MBA from USA with a major in marketing.
Sl. No
Name
Position
01 02 03
Dr. Momenul Haq Dr. Sarah Momen Mir Zaki Azam Chowdhury Total
Total Liabilities C D E Net Asset Value (A-B) Number of shares Net Asset Value per share (C/D)
Company Name
Beximco Pharma ltd. Glaxo BD Limited Reneta Limited The Ibn Sina Limited Orion Infusions Square Pharma Ltd Total Average P/E ratio
P/E Ratio
21 28 24 42 39 22 176 29.33
Tulsi Pharmas net income in 2010 Numbers of share EPS Expected EPS in 2011 6.21*(0.066)
Company Name
Basis of selecting Company
Ambee Pharma
Same management
Beximco Pharma
Same Product Line
Ibn Sina
Glaxo SmithClin e
Turnover Close to GENERAL PHARMA company 100
A Category Company
Face Value (a) Closing Prices June 10 July 10 Aug 10 Sep 10 Oct 10 Nov 10 Average closing Price (b) Market Value Multiplier (b/a) Average Market value multiplier
10
10
100
21.8058
From the above it is clear that market price of prospective similar companies of Pharmaceuticals sector are on average 21.8058 times higher than that of its face value. Based on this, we may assume that share prices of Tulsi Pharmaceuticals Ltd. would be Tk. 218.05.
Tulsi Pharmas WACC was determined to be 9.18% using the following assumptions: CAPM used to calculate cost of equity using beta of 6, risk-free rate of 8% (1 year Tbond), and market risk premium of 12.65%. Cost of equity: = RRF + ( Rm RRF ) =0.08+(.1265-.08)*.06 =0.08
Calculation of Adjusted WACC Capital Debt Equity Total Book Value 242 600 31520 Cost of Capital 0.12 0.08 Weight 0.71 0.29 1.0000 WACC 0.057 0.0348 0.0918
Actual 30-Jun10 Net Sales Less: Cost of sales Gross Profit less: Total Expenses EBT Tax (.40) EAT 0ther data: Add: Net interest after tax Unlevered Net Income Change in deferred Tax NOPLAT add: Depreciation Less: change in NWC 95.97 16.47 78.59 16.45 62.63 2485.00 % 37.28 0.56 0.17
0.18
0.15
16.25
11.31
-12.61
4.22 170.024 3
32.746
61.8222
97.728
Discounted Cash flow=169.51 crore Terminal value 2013=170.0243(1.066) / (0.0918-0.066) =181.25/0.0258 =7025.19 crore Terminal value2010= 7025.19/1.0918^4=4944.08 crore
Firm value=169.51+4944.08-512(value of debt)= 4,601.06 crore Value per share= (4601.06/ 6) crore =766.84