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Bond Issuance Procedure and Prospectus Preparation of SUMMIT ALLIANCE PORT LIMITED (SAPL)WELCOME TO THE PRESENTATION ONSECTOR: SERVICE & REAL ESTATESl No.Name Id01Mohammad Rabin Islam16-01302Md. Atiar Rahman16-14103Md. Sanowar Hossain16-17504Md. Azizul Islam16-26005Ariful Hossain16-26206Md. Mahbubur Rahman Khan16-263Group profilePROSPECTUS OF15-Years 7% Fixed Rate BondofSUMMIT ALLIANCE PORT LTD.(SAPL)

Manager to the IssueAlliance Financial Services Limited (AFSL)UnderwritersIDLC Finance LimitedLanka Bangla Finance LimitedTrust Bank Limited3Manager to the IssueAlliance Financial Services Limited (AFSL) Underwriters IDLC Finance Limited Lanka Bangla Finance Limited Trust Bank LimitedBankers to the IssueDhaka Bank LimitedDutch Bangla Bank LimitedHSBCNational Bank LimitedStandard Bank LimitedTrust Bank LimitedCredit Rating AgencyCredit Rating Information and Services Ltd. (CRISL)SUMMARY OF THE ISSUE

Size of The Issue: 500,000 SAPL BondsThe Bond : SAPLTk.500,000,000 (five hundred million BDT) Secured Fixed Rate Bond Tier-2. Issuer : Summit Alliance Port Limited (SAPL)Purpose : To finance expanded capacity and warehouse for smooth operations.Method of Issue : Public AuctionPrice per Bond : BDT1000/=Lot Size : 5Tenor : Fifteen (15) yearsInterest Rate : Fixed at 7.00% per annum

Interest Payment Date: Semi-annually, March and SeptemberPrepayment : SAPL may repay the Outstanding Bonds prior tothe maturity date without closing charges or other penalty subject to such Prep -ayment being made on an interest payment date and SAPL giving to the Bond -holders a minimum written notice of sixty (60) days.

Opening Date : November 10, 2013Closing Date : November 14, 2013Credit Rating : Long Term: A; Short Term: ST-3.Credit Rating Agency : Credit Rating Information & Services Ltd. (CRISL).Bond Rating : These bonds have not been rated.

SUMMARY OF THE ISSUEBeing Presented by:Mohammad Rabin Islam (16-013)Details of the Issue DescriptionNo. of UnitsOffer Value In TakaAmount Tk.Pre-IPO Placement2,50,0001000250,000,000Public Offering2,50,0001000250,000,000Total Value of Bond after IPO5,00,0001000500,000,000Basic Information of the Issue:SlNo.CategoryDescription1Name of the Co.Summit Alliance Port Limited (SAPL)2Size of the IssueTk. 500m (Tk.250m private placement & Tk.250m IPO)3Unit PriceTk. 10004Market Lot55Credit RatingSAPL has been rated as A by Credit Rating Information and Services Limited (CRISL)9TrusteeAlliance Financial Services Limited (AFSL)10Manager to the IssueAlliance Financial Services Limited (AFSL)The Issuer has taken all reasonable care to ensure that the facts stated in this Prospectus in relation to the Issuer and the Bond which are material in the context of the issuance and offering of the Bond are true and accurate in all material respects.This Prospectus does not constitute a recommendation by, an offer of, or an invitation by to subscribe for or to purchase Bond.This Prospectus contains descriptions of certain provisions of the Trust Deed, material contracts and other related documents. No person is authorized to give any information or to make any representation not contained in this Prospectus and must not be relied upon as having been authorised by or on behalf of the Issuer or the Central Bank of SAPL Limited (the Arranger).NOTICE TO INVESTORSDeclarations and Due Diligence Certificates Declaration about the Responsibility of the Directors, including the CEO of the Company Summit Alliance Port Limited in Respect of the ProspectusDue Diligence Certificate of Manager to the Issue THEY CONFIRM THAT: (a) The draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers relevant to the issue;(b) All the legal requirements connected with the said issue have been duly complied with; and (c) The disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue. Due Diligence Certificate of the Underwriter(s) THEY CONFIRM THAT: a. All information as is relevant to our underwriting decision has been received by us and the draft prospectus forwarded to the Commission has been approved by us. b. They shall subscribe and take up the un-subscribed securities against the above mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and c. This underwriting commitment is unequivocal and irrevocable. The Proposed Securities Act, 2009, provides purchasers with the right to withdraw from an agreement to purchase Debt Securities. Although this is not provided for in existing legislation, SAPL has agreed to provide investors in the issue with the right to withdraw from an agreement to purchase securities.This right may be exercised within two business days after receipt of a Prospectus and any amendment. The proposed securities legislation further provides a purchaser with remedies for rescission and damages if the Prospectus or any amendment contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation. The purchaser should refer to the Proposed Securities Act, 2009, for the particulars of these rights or consult with a legal adviser.STATEMENT OF RIGHTSThe Prospectus is available at the Bangladesh Bank Website The Trust Deed and Application Forms may be obtained at the offices of all Government Securities Intermediaries, as designated by the Central Bank of Bangladesh. Applications will be received at the Domestic Markets Department, Bangladesh Bank, Central Bank Building, Motijheel. Applications must be for Tk.5,000.00 face value or multiples thereof. No allotment will be made for any amount less than Tk.5,000.00 face value. Government Securities Intermediaries appointed by the Central Bank will act as counterparties to the Central Bank in the auction and will thereafter provide a market for the bond. The public can bid competitively or non-competitively The minimum allotment that can be obtained through a non-competitive bid is Tk.1,000.00 face value and the maximum is Tk.100,000.00.Registration of bondholders will be made by book entry at the Bangladesh Bank of SAPL in the name of each subscriber. Procedures For Subscribing For The BondBeing Presented by:Md. Atiar Rahman (16-141) Summit Alliance Port Limited (SAPL) proposes to raise BDT.500,000,000.00 through the issue of 15-year bond with a 7% fixed coupon rate. The Bonds are eligible for inclusion in the Statutory Fund of Insurance Companies and will be considered as assets in and originating in Bangladesh within the meaning of the Insurance Act.

The table below indicates the proposed use of the proceeds from the Bond Issue. DETAILSBDT Funding for Expansion of Capacity 399,912,103

Debt repayment and other operating expenses 99,762,897

Bond issue costs 325,000

Total500,000,000

The net proceeds of the bond is approximately SAPLTk.499,675,000 USE OF PROCEEDS Use of IPO Proceeds and Implementation TargetThe proceeds of proposed offering along with the recent raising of capital from the sponsors aggregating Tk.500 million shall be utilized for meeting the companys expansion program during FY 2013 - 2015 as under: Particulars Amount (Tk.) Implementation TargetA. Land and Land DevelopmentLand 375 Gonda @ Tk.500,000 per gonda-West 399,912,103 End Mach 14

B. Warehouse:RCC Import Yard 15,000 sft civil construction-East 99,762,897 December 14

C. Miscellaneous Expenses: 325,000

D. Total Capital Expenditure (A+B): 500,000,000 Company at a Glance Summit Alliance Port Limited (SAPL) established by the Summit group in collaboration with Alliance group.

SAPL is ventured in 2003 as a private limited company which was subsequently converted as public limited company on 6 March 2008.

SAPL commenced its commercial operation from 20th February 2007 as an Off-Dock service provider.

SAPL is custom built to provide both ICD (Inland Container Depot) and CFS (Container Freight Station) services, offers a bonded area spread over 14.5269 acres of land, 6.5 kms away from the multi-purpose berths of the Chittagong Port.

Date of Incorporation: December 06, 2003 and converted to a Public on March 06, 2008Commencement of Business: December 23, 2003Authorized Capital: Tk. 2,000 million.Paid up Capital: Tk.1,208.645 million (on Ordinary + Bonus)Financial Year End: DecemberAuditor: Basu Banerjee Nath & Co.Incorporation of the SAPLCompany Purpose: The principal activity of the company is to provide off-dock services as Inland Container Depot (ICD) with facilities for Empty Container Storage and Container Freight Station (CFT) for handling both import and export cargo. SAPORTL has 25 acres of freehold land and capacity for storage of empty container up to 4000 TUES.

Joint Sponsor Companies: Summit Group and Alliance Group.Subsidiary Company: SAPL has no Subsidiaries.

Sister Concerns: (a) Ocean Containers Limited (b) Cemcor LimitedIncorporation of the SAPL Being Presented by:Md. Azizul Islam (16-260)In order to always remain ahead of the industry, SAPL has many competitive advantages that attributes for the companys strong success since inception. SAPLs goodwill in the market has helped them gather many reputed clients in the industry on long term agreements.SAPLs sponsors having diverse portfolios makes them well experienced especially in foreseeing the future and taking steps accordingly.SAPLs continuous strive to enrich their services to our clients yield in returns.SAPLs constant reinvestment in equipment and land development is to always enable and to provide the best service in the industry. SAPL Strength Nature of Business The principal activity of the Company is to provide Off-Dock services with Inland Container Depot (ICD) and Container freight station (CFS) having facilities for handling of both import and export cargo. Internal and External Sources of FundInternal sources31 December, 2012(Amount in Taka) Share capital1,329,509,500Capital reserve97,313,337Tax- Holiday reserve55,138,861 Proposed dividend114,990,893Retained earnings549,932,290Sub-total2,146,884,881External Sources Bank Loan (Net of current maturity)657,187,530Sub-total657,187,530Total2,804,072,411Class of Services Types of Services/ Revenues 1. Storage of empty containers (ICD) (i) Ground rent (ii)Transportation (iii)Lift on/off (iv)Documentation 2. Un-stuffing of import cargo (CFS-Import) (i) Cargo handling (ii) Transportation (iii) Container ground rent (iv) Lift on/off (v) Survey (vi) With/without Movement charges 3. Stuffing of Warehouse and Open Yard cargo (i) Stuffing charge (CFS-Export) (ii) Labor service (iii) Ship landing (Stand by labor service) (iv) Shut out

4. General Services (i) Transportation service (Prime & Trailer rent) Principal Products and Services ServicesRevenue% to total revenue Storage of empty containers (ICD)74,090,48233.25Un stuffing of import cargo (CFS-Import)110,323,82449.51 Stuffing of Warehouse and Open Yard cargo (CFS-Export)35,252,89015.82General Service3,175,0191.42Total222,842,215100.00Relative contribution to Sales and Income Debt-equity ratio Before Issuance of Bond: Debt/equity = 965376453 / 5687365048 =0.17

After issuing bond this ratio will be =(965376453 +500000000)/ 5687365048 =0.26When this number is less than 1, it indicates that the company's creditors have less money in the company than its equity holders. That, typically, would be an ideal threshold to be below. It's common for large, well-established companies to have Debt-to-Equity ratios exceeding 1. For instance, GE carries a Debt-to-Equity ratio of around 4.4 (440%), and IBM around (1.3)130%.Liquidity Position of SAPL: Before and After Issuance of BondsTotal Assets6652741501Financial LeverageStockholder equity5687365048Before Bond Issuance= 0.15Total Liabilities965376453After Bond Issuance= 0.21Financial PositionBeing Presented by:Md. Ariful Hossain (16-262)Off Balance Sheet Items:Operating lease agreement SAPL does not have any Operating Lease agreement with any organization as on 31st December 2012.

Financial lease and other financial commitment SAPL has a lease agreement with Industrial Infrastructure Development Finance Company Limited (IIDFC) for procurement of Steel structure, crane and Forklifts. The Particulars of Lease agreements are as under1. Lessor : Industrial Infrastructure Development Finance Company Limited (IIDFC) 2. Lease amount : BDT 25,000,000.00 (BDT Twenty Five Million) only. 3. Lease equipment : Pre- fabricated Steel Components, Kato Crane, TCM Forklifts (2 units)4. Term : 5 Year (60 Months)5. Interest Rate : 17% per annum.6. Monthly rental : BDT 621,320.00 (BDT six hundred twenty one thousand three hundred twenty) only per month.7. Expiry date : 25 June, 2014 Seasonal aspect of the companys business With the increase/ decrease in imports and exports through Chittagong Port, the business of the company also changes.

Known trends, events or uncertainties Country's international trade has been growing very fast. Political unrest, flood and natural calamities are the known events that may affect the business operations of the company.

Changes in the assets of the company used to pay off any liabilities No asset of the company has been disposed off to pay liabilities of the company.

Loan taken from Holdings/Parent Company or Subsidiary Company The Company has no Holdings/ Parent company or subsidiary company and hence there is no question of taking loan.

Loan given to Holdings/parent Company or Subsidiary CompanyThe Company has no Holdings/ Parent company or subsidiary company and has not given any loan from such party. Causes for Material Changes RISK FACTORS OF THE ISSUER SAPL may be exposed to the following risks: Market riskInterest rate riskCredit and default riskLiquidity risk; and Prepayment risk. Market risk SAPL has no significant concentration of currency risk and other price risk. Notwithstanding, the very nature of the assets funded under the portfolio makes for exposure to risks associated with the economic standing of SAPL, particularly as it relates to real estate values and sales. Market risk is mitigated by: Strict credit criteria that preserve the margin of the amount funded versus the cost/value on any property based on its location and marketability. Prudential criteria that would ensure that the ability to repay debt is reasonably assured by the customers financial circumstances and credit rating. Avoidance of geographic, income, or sectoral concentrations. Regular review and assessment of market factors that may affect the quality of the Asset portfolio

Interest rate risk SAPL is exposed to risks associated with the effects of fluctuations in the prevailing levels of market interest rates. This exposure while concentrated in its financial liabilities is also applicable in the movement of market interest rates on its existing security.

Credit risk SAPL manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and by monitoring exposures in relation to such limits.SAPL has developed a credit risk strategy that establishes the objectives guiding the organizations credit-granting activities and has adopted the necessary policies and procedures for conducting such activities having determined the acceptable risk/reward trade-off for its activities, factoring in the cost of capital. The credit risk strategy, as well as significant credit risk policies are approved and periodically reviewed by the Board of Directors.

Being Presented by:Md. Mahbubur Rahman Khan (16-263)Liquidity riskLiquidity risk is financial risk due to uncertain liquidity. It is the risk that the SAPL is unable to meet its payment obligations associated with its financial liabilities when they fall due and to replace funds when they are withdrawn. The Company may experience reduced liquidity if there is a large and unexpected cash outflow. The consequence may be the failure to meet obligations to repay debt and fulfill commitments to lend. SAPL has retained close relationship with its shareholders exploring avenues for funding in fulfilling its mandate under the Governments Programme.

Prepayment risk SAPL is not exposed to risks associated with early repayment like mortgages as it is not a financing company. Mortgagors generally have the option to prepay their loans before maturity without penalty.

Other Risk Factors: Competition may increase Full dependency on Chittagong Port Market and technology-related risks Potential change in government regulations Potential changes in global trading regulations Political unrest will affect the operation of the port Natural disaster may disrupt the normal operation Causes for Material Changes Seasonal aspect of the companys business With the increase/ decrease in imports and exports through Chittagong Port, the business of the company also changes.

Known trends, events or uncertainties Country's international trade has been growing very fast. Political unrest, flood and natural calamities are the known events that may affect the business operations of the company.

Changes in the assets of the company used to pay off any liabilities No asset of the company has been disposed off to pay liabilities of the company.

Loan taken from Holdings/Parent Company or Subsidiary Company The Company has no Holdings/ Parent company or subsidiary company and hence there is no question of taking loan.

Loan given to Holdings/parent Company or Subsidiary CompanyThe Company has no Holdings/ Parent company or subsidiary company and has not given any loan from such party.

Alliance Financial Services Limited (The Issue Manager) has prepared the Prospectus from information supplied by SAPL (the Issuer Company) and also after several discussions with the Chairman, Managing Director, Directors and concerned executives of the Bank. The Directors of both The Issuer and Issue Manager collectively and individually confirm that the information contained herein is true and correct in all material aspects.Provides all amendments and supplements to this Prospectus.Except unaudited abridged financial statements for the six month period Latest financial statements of Summit Alliance Port Limited (the Issuer) are all Audited . This 50Crore Long Term Loan is only 8% of SAPLs Total Assets and 9% of its Current Equity Position.The Leverage after Bond Issuance of SAPL is 21% and D/E is 26% only.After Considering all the information and analyzing the Financial Statements particularly the Cash Flow Statement of SAPL We Confirm that it provides a clear and clean picture of the companys performance and Recommend that investors invest in this Bond without any reasonable doubt.

CONCLUSION AND RECOMMENDATION35ANY QUERIES ?!?!?THANK YOU