†iwR÷vW© bs wW G-1 ÒRvwZi wcZv e½eÜz †kL gywReyi ingv‡bi
Rb¥kZevwl©Kx D`&hvcb mdj †nvKÓ
evsjv‡`k †M‡RU
AwZwi³ msL¨v
KZ…©cÿ KZ…©K cÖKvwkZ
g½jevi, AvM÷ 31, 2021
[ †emiKvwi e¨w³ Ges K‡c©v‡ikb KZ…©K A‡_©i wewbg‡q RvixK…Z weÁvcb I †bvwUkmg~n ]
BANGLADESH SECURITIES AND EXCHANGE COMMISSION
NOTIFICATION
Dated, June 30, 2021
No. BSEC/CMRRCD/2009-193/23/Admin/123Whereas, the Bangladesh Securities and
Exchange Commission (hereinafter referred to as the ‘Commission’) deems it fit that in the
interest of investors and the securities market, exemption from the provisions of section
2A (2) (a) of the Securities and Exchange Ordinance, 1969 should be given as well as
certain further conditions should be imposed to the issuer of listed securities or the issuer
of securities traded at Over-the-Counter (OTC) platform or at Alternative Trading Board
(ATB) in any stock exchange in Bangladesh;
Now, therefore, in exercise of the powers conferred by section 2D of the Securities and
Exchange Ordinance, 1969 (XVII of 1969), the Commission hereby grants further
exemption to all issuer companies listed with any stock exchange other than the issuer
companies as mentioned at the following condition No.3 from the provisions of section 2A
(2) (a) of the said Ordinance in respect of issuance of capital through bonus shares or stock
dividend;
Thereafter, in exercise of the powers conferred by section 2CC of the said Ordinance, the
Commission hereby imposes the following further conditions to the issuer of listed
securities or issuer of securities trading at Over-the-Counter (OTC) platform or at
Alternative Trading Board (ATB) in any stock exchange in Bangladesh, namely :
1. Any issuer company of listed securities may issue bonus shares or declare stock
dividend only for the purposes of:
(a) company’s BMRE (Balancing, Modernization, Rehabilitation and
Expansion) or any of BMRE components; or
(12941)
g~j¨ : UvKv 8.00
12942 evsjv‡`k †M‡RU, AwZwi³, AvM÷ 31, 2021
(b) regulatory requirements to raise capital; or
(c) profitable investment or reinvestment in the company.
2. Immediately after declaration of stock dividend or bonus shares, every issuer
company of listed securities shall, among others, disclose as price sensitive
information (PSI):
(a) the reasons for declaration of stock dividend or bonus shares and purposes
or utilization of such retained amount as capital;
(b) that the company has declared such stock dividend or bonus shares out of
the accumulated profit or retained earnings; and
(c) that the company has not declared such stock dividend or bonus shares from
capital reserve or revaluation reserve or any unrealized gain or out of profit
earned prior to incorporation of the company or through reducing paid up
capital or through doing anything so that the post-dividend retained earnings
become negative or a debit balance;.
3. The following issuer company shall not issue bonus shares or declare stock
dividend without prior consent of the Commission:
(a) The issuer company who is listed with any stock exchange by raising funds
or capital through any public offer or directly listed with any stock exchange
but not completed 3 (three) years of operation as a listed company from the
date of listing with the stock exchange(s) or until full utilization of funds or
capital raised through public offer, whichever comes later; or
(b) The issuer company of listed securities who has raised capital through rights
share offer or repeat public offer (RPO) but not completed 3 (three) years
of operation from the last date of subscription of rights share or RPO or until
full utilization of rights issue or RPO funds or capital, whichever comes
later; or
(c) The issuer company of listed securities who has failed to declare at least
@10% cash dividend for a period of 2 ( two) consecutive years from the
date of listing with the stock exchange(s) or from the date of declaration of
last dividend after listing with any stock exchange, as the case may be; or
(d) The issuer company of listed securities who is not in operation or production
or business continuously for a period of minimum 1(one) year excluding
any such period for renovation or BMRE (Balancing, Modernization,
Rehabilitation and Expansion) or in the event of Force Majeure; or
(e) The issuer company of listed securities whose shares or securities have been
trading under Z-Category in the Main Board or trading at the OTC (Over-
the-Counter) platform or ATB (Alternative Trading Board) of any stock
exchange; or
(f) Any issuer of listed securities as directed by the Commission.
evsjv‡`k †M‡RU, AwZwi³, AvM÷ 31, 2021 12943
4. If any issuer company as mentioned at condition No. 3 above declares stock
dividend or bonus shares, it shall make application to the Commission for its
consent in the following manners:
(a) Immediately after decision of the board of directors in its meeting regarding
issuance of bonus shares or declaration of stock dividend, the issuer
company shall disseminate price sensitive information, among others,
announcing record date only for the shareholders' decision in the general
meeting (not for entitlement) with an explicit announcement that such stock
dividend or issuance of bonus shares shall be subject to approval of the
Commission;
(b) Within 5 (five) working days of approval of such stock dividend or bonus
shares in the general meeting, the issuer company shall make application to
the Commission for its consent for issuance of bonus shares under rule 3 of
the Securities and Exchange Commission (Issue of Capital) Rules, 2001;
(c) On receipt of application from the issuer company under rule 3 of the
Securities and Exchange Commission (Issue of Capital) Rules, 2001, the
Commission shall examine it, and if it is satisfied that all requirements of
rule 3 of the said Rules as well as condition No. 1 and 2 of this Notification
are fulfilled, it shall accord consent in writing to issue of bonus shares
within 15 (fifteen) working days of receipt of the application;
(d) If the Commission finds that the application does not fulfill the
requirements of rule 3 of the Securities and Exchange Commission (Issue
of Capital) Rules, 2001 as well as condition No. 1 and 2 of this Notification,
it may, within 10 (ten) working days of receipt of the application, direct the
issuer company to fulfill the requirements within such time as determined
by the Commission, and on fulfillment of such requirements, the
Commission shall accord its consent in writing to issue bonus shares within
5(five) working days of such fulfillment;
(e) The Commission may call for further information or documents, in addition
to the requirements of rule 3 of the Securities and Exchange Commission
(Issue of Capital) Rules, 2001 as well as condition No. 1 and 2 of this
Notification, if it so deems necessary;
(f) If the Commission finds that the application does not fulfill all the
requirements of rule 3 of the Securities and Exchange Commission (Issue
of Capital) Rules, 2001 as well as condition No. 1 and 2 of this Notification
or where a direction has been given under sub-rule (2) of rule 4 of the said
Rules or under clause (d) above as the case may be, and the issuer company
has failed to fulfill such requirements, it may reject the application, stating
the reason therefor.
12944 evsjv‡`k †M‡RU, AwZwi³, AvM÷ 31, 2021
(g) The issuer company shall pay application fee and consent fee as per rule 6
of the Securities and Exchange Commission (Issue of Capital) Rules, 2001.
(h) The issuer company shall disseminate the receipt of the Commission's
consent to issue bonus shares or stock dividend as price sensitive
information within such time as determined by the Commission in the
consent letter, announcing or mentioning the record date for the purpose of
determination of entitlement of such bonus shares or stock dividend.
(i) The record date for the purpose of determination of entitlement of such
bonus shares or stock dividend shall be fixed not earlier than 5(five) market
days but not later than 10(ten) market days from the date of according
consent by the Commission.
(j) The issuer company shall, within 30 (thirty) days of record date as
mentioned at clause (i) above, pay off the dividend through transfer of the
bonus shares or stock dividend into the beneficial owner's (BO) account of
the entitled shareholders.
(k) The issuer company shall submit a dividend compliance report to the
Commission in the format as prescribed by the Commission, within
7(seven) working days of paid off such dividend.
(l) In case of cash dividend, the issuer company shall follow the applicable
provisions of listing regulations and relevant securities laws with regard to
declaration, price sensitive information, record date, entitlement, approval,
pay off and compliance report, etc. for such cash dividend.
5. Without prejudice to the requirements of condition No. 3 and 4 above, the issuer
company of listed securities other than the issuer company as mentioned at
condition No. 3 above need not to apply to the Commission for consent of stock
dividend or issuance of bonus shares.
6. This Notification supersedes the Commission's earlier ORDER No. SEC/CFD-
71/ 2001/ Admin/02-06 dated February 17, 2002, Gazette on March 27, 2002 and
Notification No. BSEC/CMRRCD/2009-193/222/Admin/91 dated 23 May 2019,
Gazette on July 15, 2019.
7. This Notification shall have immediate effect.
By order of the Bangladesh Securities and Exchange Commission
Professor Shibli Rubayat-Ul-Islam
Chairman.
†gvnv¤§` BmgvBj †nv‡mb, DccwiPvjK (DcmwPe), evsjv‡`k miKvix gy`ªYvjq, †ZRMuvI, XvKv KZ…©K gyw`ªZ|
gvKmy`v †eMg wmÏxKv, DccwiPvjK (DcmwPe), evsjv‡`k dig I cÖKvkbv Awdm, †ZRMuvI,,
XvKv KZ…©K cÖKvwkZ| website: [Link]