The Bangladesh Securities and Exchange Commission (BSEC) has published draft Bangladesh Securities and Exchange Commission (Public Offer of Equity Securities) Rules, 2025 for public opinion, proposing a revised framework for initial public offers (IPOs) and repeat public offers (RPOs) through fixed-price and book-building methods and repealing the existing public issue rules. The draft sets eligibility, disclosure and process requirements, including a minimum pre-IPO paid-up capital of BDT 30 crore and a requirement to offer at least 10% of post-IPO paid-up capital. It differentiates requirements by offer method and issuer type, including specific conditions for greenfield companies and higher thresholds for book-building (including post-IPO paid-up capital at par of at least BDT 50 crore and minimum fundraising of at least 10% of post-IPO paid-up capital or at least BDT 75 crore including premium, whichever is higher). Price discovery and execution are anchored on the stock exchanges’ electronic subscription system, with fixed-price offers capped at net asset value per share and book-building conducted within a ±25% price band around an indicative price supported by specified valuation methods and eligible-investor inputs; eligible-investor bidding would run for 72 hours with full upfront deposit and a 1% per-bidder cap. The draft also prescribes allocation splits across investor categories, lock-in periods including three years for sponsors and 180 days for eligible investors in book-built offers, monthly reporting by issue managers on proceeds utilisation, underwriting expectations (including 35% firm commitment for IPOs and full firm commitment for RPOs), anti-collusion provisions, and fee caps including a BDT 50,000 non-refundable application fee and consent fees of 0.30% (fixed price) or 0.40% (book building) of the offer amount. Comments, advice or objections must be submitted within two weeks of publication of the notice. The draft also includes transitional provisions under which applications filed under the repealed 2015 rules would be treated as filed under the new rules once they take effect, subject to being updated to meet the new requirements.
Bangladesh Securities & Exchange Commission 2025-10-30
Bangladesh Securities and Exchange Commission launches consultation on draft rules for IPOs and repeat public offers of equity securities
The Bangladesh Securities and Exchange Commission (BSEC) has released draft rules for public opinion, proposing a revised framework for initial and repeat public offers through fixed-price and book-building methods. Key provisions include eligibility criteria, disclosure requirements, and differentiated conditions for greenfield companies, with specific thresholds for book-building offers. The draft also outlines price discovery mechanisms, investor allocation splits, lock-in periods, and fee structures, with transitional provisions for applications under the repealed 2015 rules.