Merchant Bank of Sri Lanka & Finance : Prospectus - Debenture Issue 2022

PROSPECTUS

DEBENTURE ISSUE 2022

PROSPECTUS

Issue of Five Million (5,000,000) Unsecured Subordinated Redeemable Debentures of LKR 100/- each with an option to Issue upto a further Five Million (5,000,000) Debentures in the event of an over subscription of the initial Five Million (5,000,000) Debentures upto an aggregate value of Rupees One Billion (LKR 1.0 Billion)

(To be listed on the Colombo Stock Exchange)

Rated as "[SL] BBB" (Stable) by ICRA Lanka Limited

The lowest eligibility criteria for such an instrument to seek

a listing at the CSE

ISSUE OPENING ON 21 September 2022

MANAGERS & REGISTRARS TO THE ISSUE

MERCHANT BANK OF SRI LANKA & FINANCE PLC

CORPORATE ADVISORY & CAPITAL MARKETS DIVISION,

LEVEL 18, "BANK OF CEYLON MERCHANT TOWER"

No 28, ST. MICHAEL'S ROAD,

COLOMBO 03.

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PROSPECTUS

This Prospectus is dated 08 September 2022

Merchant Bank of Sri Lanka & Finance PLC (Hereinafter sometimes referred to as "the Company" or "MBSL") and its Directors having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading. While MBSL has taken reasonable care to ensure full and fair disclosure, MBSL does not assume responsibility for any investment decision made by the investors based on the information contained herein. In making an investment decision, prospective investors must rely on their own examination and assessments on MBSL, including the risks involved.

No person is authorized to give any information or make any representation not contained in this Prospectus and if given or made, any such information or representation must not be relied upon as having been authorized by MBSL.

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REGISTRATION

A copy of this Prospectus has been delivered to the Registrar of Companies of Sri Lanka for registration in accordance with the provisions contained in the Companies Act No. 07 of 2007.

The following documents were attached to the copy of the Prospectus delivered to the Registrar of Companies:

• The written consent of the Principal Banker and the Bankers to the Issue, Company's Lawyers and the Trustee to the Issue for inclusion of their names in the Prospectus.
• The written consent of the Company's Auditors/Reporting Accountants and the Rating Agency for inclusion of their names and their Reports/Statements in the form and context in which it is included in the Prospectus.
• A declaration made by each of the Directors of the Company confirming that each of them have read the provisions of the Companies Act relating to the issue of the Prospectus and that those provisions have been complied with.

The Principal Banker & the Bankers to the Issue, Company's Lawyers and the Trustee to the Issue have given and have not before the delivery of a copy of the Prospectus for registration withdrawn their written consent for inclusion of their names in the Prospectus.

The Company's Auditors/ Reporting Accountants and the Rating Agency have given and have not before the delivery of a copy of the Prospectus for registration withdrawn their written consent for inclusion of their names and for inclusion of their Reports/Statements in the form and context in which it is included in the Prospectus.

This Prospectus has not been registered with any authority outside

Sri Lanka.

This issue as contemplated in this Prospectus is made in Sri Lanka and is subject to the exclusive jurisdiction of the courts of Sri Lanka.

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The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Company since the date of this Prospectus.

If you are in any doubt regarding the contents of this document or if you require any advice in this regard, you should consult your Stock Broker, Bank Manager, Lawyer or any other Professional Advisor.

The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair

disclosure of information in this Prospectus. However, the CSE assumes no responsibility for

the accuracy of the statements made, opinions expressed or reports included in the Prospectus. Moreover, the CSE does not regulate the pricing of the Debentures, which is decided solely by the Company/Issuer.

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