BSEC directs DSE to complete Dominage Steel share transfer within 7 days

The shares are currently held by the company’s sponsors/directors and are subject to restrictions during the prohibitory period.

The Bangladesh Securities and Exchange Commission (BSEC) has directed the Dhaka Stock Exchange (DSE) to complete the transfer of 30.78 lakh shares of Dominage Steel Building Systems Limited to the new owners within seven days.

The shares are currently held by the company’s sponsors/directors and are subject to restrictions during the prohibitory period.

In a letter issued to the DSE on 28 September, the BSEC said the transfer could proceed despite the restriction because the transferees would acquire the entire shareholding of the transferors and take charge of operating the company.

The commission also said the transferred shares would remain under lock-in and the transfer would not affect the interests of general shareholders.

The DSE has therefore been directed to complete the transfer within seven days. All other conditions imposed in the BSEC’s earlier letter dated 27 August 2026 will remain unchanged.

The DSE had sought BSEC’s guidance before processing the transfer because of the relevant provisions of the Bangladesh Securities and Exchange Commission (Beneficiary Business Prohibition) Rules, 2022.

The rules are intended to prevent related persons from gaining an advantage by using internal or confidential information. They impose restrictions on share transactions by sponsors, directors and other related persons during specified periods and under specified circumstances.

As the Dominage Steel shares held by the sponsors and directors were covered by such restrictions, the DSE sought clarification from BSEC on whether and how the proposed transfer could be processed.

In response to the DSE’s 15 September letter, BSEC said that although the transferors are restricted from transferring shares during the prohibitory period, this particular transaction could proceed.

The commission considered that the new owners would acquire the entire shareholding covered by the transfer, assume responsibility for operating the company, and keep the transferred shares under lock-in. As a result, the interests of general shareholders would not be affected.

Earlier, on 27 August, the BSEC conditionally approved the proposed transfer of 3.078 crore shares, equivalent to around 30% of Dominage Steel, to Akij Resources Limited, Sheikh Jasim Uddin and Faria Hossain.

The shares are to be transferred from the company’s sponsor-directors to the new investors.

The proposed transaction will be executed through an off-market negotiated transaction under CDBL Bye-Laws 11.6 through a matched transaction.

The company’s board had approved the proposed sale of the sponsor-directors’ shares at a meeting on 25 April. The company subsequently applied to the BSEC for approval of the transfer.

The latest BSEC decision clears the way for the transfer of the sponsor-directors’ entire shareholding covered by the proposal.

The commission specifically noted that the new investors would acquire the full shareholding of the transferors and take charge of operating the company.

This means the transaction involves not only a change in share ownership but also a potential change in the company’s management and control.

The transferred shares will remain under lock-in, as required by the regulator.

Dominage Steel has been facing financial and operational challenges for some time.

During July-December of FY2025-26, the company’s revenue fell 54% year-on-year to Tk5.75 crore. It incurred a net loss of Tk0.94 crore during the period, resulting in a loss per share of Tk0.09.

The company has also faced scrutiny over its operational activities. During a DSE inspection in late 2025, its factory in Narsingdi was found closed.

The company, however, said its Savar unit remained operational. It also explained that its engineering and construction business is largely project-based, meaning continuous production is not required at all of its facilities.

The BSEC’s latest instruction has moved the proposed ownership change closer to completion.

The DSE must now complete the transfer within seven days, while the conditions set out in the regulator’s 27 August approval will remain in force.

Once the transfer is completed, the new investors will take over the shares covered by the transaction and assume responsibility for operating the company.

The effectiveness of the ownership change will ultimately depend on how the new owners address Dominage Steel’s financial and operational challenges and whether they can restore the company’s business performance.

Source: The Business Standard