The Investor and the Underwriter have reviewed and agreed on the following terms:
1. GENERAL CONDITIONSApplication must be made on the application form prepared by the Underwriter.
Application must be made by existing individuals or registered legal entities and not in the name of minors or persons of unsound mind.
Application must be complete and satisfy the requirements contained herein.
An investor should provide its (1) Investor Identification Number issued by the SERC, (2) details of the trading account at one of the securities firms licensed by the SERC, (3) details of a bank account for the purpose of receiving the refund (if any), and (4) any other documents requested by the Underwriter or any one of the Issuer’s authorised selling agents, either at the time of submitting the application or at a later date provided that the information noted under (1) and (2) are made available prior to trading on the CSX.
Application containing false statements or incorrect information may be rejected and the relevant investor may be subjected prosecution under the law for which the Underwriter assumes no responsibility for such action.
An investor cannot submit more than one application and Underwriter reserve the right to reject all multiple applications or suspected multiple applications.
When applying through a representative or a proxy, the application must be accompanied by a valid authorization or proxy letter.
Unless stated otherwise, all capitalized terms herein shall have the meaning stipulated or referred to in the Issuer’s Disclosure Document that has been registered and approved by the SERC.
2. SUBSCRIPTIONInvestors must subscribe no less than 100 equity securities and shall increase by additional 10 equity securities.
Deposit for the subscription (the “Subscription Deposit”) shall be 100% of the total value of the amount of equity securities that have been subscribed in the application, and no interest shall accrue on the Subscription Deposit unless expressly instructed otherwise by the SERC.
Exchange Rate: Investor can pay the subscription deposit either by either United States Dollar (“USD”) or Khmer Riel (“KHR”). If the investor pays such deposit in USD, then the investor agrees that Borey Vimean Samnang Plc. (“Issuer”) shall fix the exchange rate at KHR4,000 = USD 1, to determine the subscription deposit amount.
In the event of any discrepancy between the subscribed amount and the amount that can be subscribed with the Subscription Deposit, it shall be assumed that the investor shall be deemed to have subscribed for the amount corresponding to the Subscription Deposit.
Subscription Deposit must be transferred or remitted in full in accordance with the Underwriter’ instructions. The Underwriter assumes or undertakes no responsibility for any error or delay in the transfer or remittance as a result of a failure to follow the aforementioned instructions.
Subscription pursuant to equity securities reserved for potential investors shall be regulated in accordance rules and regulation stipulated by the Issuer and Underwriter.
Subscription pursuant to the Issuer’s ESOP shall be regulated in accordance with the Issuer’s internal rules.
The account for deposit at Cambodian Public Bank Plc.
(SWIFT Code: CPBLKHPP)
| Account Number for Deposit | Account Name for Deposit | Currency |
|---|
| 0100120004413 | BOREY VIMEAN SAMNANG PLC – SUBSCRIPTION ACCOUNT | KHR |
| 0100210094412 | BOREY VIMEAN SAMNANG PLC – SUBSCRIPTION ACCOUNT | USD |
3. ALLOTMENTIn the event that the subscribed amount a particular investor does not reach the amount that was allotted to such investor, the residual equity securities that have not been subscribed by it shall be re-allotted to another investor with excess subscription.
1% rule is applied for allotment.
4. REFUNDAny amount of the Subscription Deposit which exceeds the amount of equity securities acquired after the Subscription period shall be refunded to the corresponding investors through a bank transfer to their respective bank accounts as mentioned in their application or via any other reasonable methods. A refund shall be calculated based on the offer price of KHR1,200 or USD0.30.
Refund Currency: Investor agrees that the refund currency shall be the same currency with the subscription deposit.
The Underwriter and/or the Issuer assumes or undertakes no responsibility for any error in the refund due to inaccurate bank account details in the application.
Any and all expenses, fees and charges related to the refund including, without limitation, the bank transfer fee and service charge, shall be borne by the investor.
POWER OF SEAL OF THE UNDERWRITER AND SIGNATURE IMAGE OF THE UNDERWRITER OR THE UNDERWRITER’S SECURITIES REPRESENTATIVESThe seal of either the Underwriter as affixed hereto by the Underwriter and the signature image of either the Underwriter or the Underwriter’s Head of Securities Representatives and the Securities Representative as affixed on the Application Form to subscribe IPO shares and/or Receipt for Subscription shall be deemed as the originals of the seal of either the Underwriter and the original signatures of either the Underwriter or the Underwriter’s Head of Securities Representatives and the Securities Representative respectively, and be construed as having the same legal effect as to the original thereof. Upon request from the Investor, either the Underwriter shall provide such Investor with either of Application Form to subscribe IPO shares and/or Receipt for Subscription with the original seal of either the Underwriter and the original signatures of either the Underwriter or Underwriter’s Head of Securities Representatives and the Securities Representative affixed thereto within eighteen (18) business days from the date of such request.
6. MISCELLANEOUSSubscription result shall be announced to the public via accredited newspapers and the official websites of the Issuer, the SERC and/or the Issuer’s authorised selling agents.
The Underwriter reserves the right to amend the terms and conditions contained herein.
An investor with queries regarding the application or any of the matters contained herein should seek clarification from Underwriter or the Issuer’s authorised selling agents