Seylan Bank PlcCSELK: SEYB.N0000

Prospectus - BASEL III compliant Convertible Debenture Issue 2025

Jul 28, 2025 at 10:16 AM UTC · Issued by Seylan Bank Plc

Internal

PROSPECTUS AN INITIAL ISSUE BY SEYLAN BANK PLC OF UP TO FIFTY MILLION (50,000,000) BASEL III COMPLIANT TIER 2, LISTED RATED UNSECURED SUBORDINATED REDEEMABLE 5-YEAR AND 10-YEAR DEBENTURES (2025/30 AND 2025/35 RESPECTIVELY) WITH A NON-VIABILITY CONVERSION ("DEBENTURES"), OF THE PAR VALUE OF SRI LANKAN RUPEES ONE HUNDRED ( LKR 100/-) EACH, WITH AN OPTION TO ISSUE UP TO A FURTHER SEVENTY FIVE MILLION (75,000,000) OF THE SAID DEBENTURES AT THE DISCRETION OF THE BANK IN THE EVENT OF AN OVERSUBSCRIPTION OF THE INITIAL ISSUE AND WITH A FURTHER OPTION TO ISSUE UP TO A FURTHER TWENTY FIVE MILLION (25,000,000) OF THE SAID DEBENTURES AT THE DISCRETION OF THE BANK IN THE EVENT OF AN OVERSUBSCRIPTION OF THE INITIAL ISSUE AND THE SECOND TRANCHE, TO RAISE UPTO A MAXIMUM AMOUNT OF SRI LANKAN RUPEES FIFTEEN BILLION (LKR 15,000,000,000/-) TO BE LISTED ON THE COLOMBO STOCK EXCHANGE (Subject to the compliance with the CSE Listing Rules at the time of Listing) Rated 'A- (lka)' BY FITCH RATINGS LANKA LIMITED ISSUE IS LIMITED FOR "QUALIFIED INVESTORS" AS DEFINED HEREIN ISSUE OPENS ON 09THJULY 2025 JOINT MANAGERS TO THE ISSUE

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 Bank since the date of this Prospectus. If any material change in the affairs of the Bank occurs subsequent to the Prospectus date and before the Issue Opening, same will be notified by way of an addendum. By acquiring any Debentures, each Debenture Holder who applied for such debentures irrevocably consents to the principal amount of the Debenture and any accrued and unpaid interest thereon being deemed paid in full by the issuance of ordinary voting shares upon occurrence of a Trigger Event and the resulting Non-viability Conversion required to be effected by the Issuer, Seylan Bank PLC ("The Bank").

Upon a Non-Viability Conversion;

The Trustee shall not be required to take any further directions from holders/ beneficial owners of the Debentures under the Trust Deed and
The Trust Deed shall impose no duties upon the Trustee whatsoever with respect to conversion of the Debentures into ordinary voting shares upon a Trigger Event
Upon the occurrence of a Trigger Event, each outstanding Debenture of this issue will be converted, on a full and permanent basis

We advise you to read the contents of the Prospectus carefully prior to investment.

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

Cautionary Statement

"This investment instrument is riskier than a bank deposit". These Debentures with a Non-Viability Conversion are complex products and have provision for loss absorption in the form of Non-viability Conversion as set out in the Prospectus. This means that following the occurrence of a Trigger Event as may be determined by the Central Bank of Sri Lanka, the Bank will convert the Debentures into ordinary voting shares. An investor will be deemed paid in full the principal plus accrued and unpaid interest due on Basel III compliant Debentures, upon such conversion. The number and value of Ordinary Shares to be received on a Non - viability Conversion may be worth significantly less than the par value of the Debentures and can be variable. Please refer to the 'Risk Factors Section' of the Prospectus for further details. Each potential Qualified investor of these debentures must determine the suitability of investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether the investor:

has sufficient knowledge and experience to make a meaningful evaluation of these Debentures, the merits and risks of investing in the Debentures and the information contained or incorporated by reference in this Prospectus;
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in these Debentures and the impact the Debentures will have on its overall investment portfolio;
has sufficient financial resources and liquidity to bear all of the risks of an investment in these Debentures;
understands thoroughly the terms of these Debentures, including the provisions relating to the Non- viability Conversion of Basel III compliant Debentures, and is familiar with the behaviour of financial markets; and
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

A potential investor should not invest in these Debentures unless the qualified investor has the expertise (either alone or with its financial and other professional advisers) to evaluate how the Debentures will perform under changing conditions, the resulting effects on the value of the Debentures and the impact this investment will have on the potential investor's overall investment portfolio. PROSPECTUS

This Prospectus is dated 03rd July 2025.

Responsibility for the Content of the Prospectus

This Prospectus has been prepared by the Joint Managers from information provided by Seylan Bank

PLC (hereinafter referred as the "Bank" or the "Issuer").

The Board of Directors of Seylan Bank PLC have seen and approved this Prospectus collectively and individually, accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and 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 or inaccurate.

Where representations regarding the future performance of the Bank have been given in this Prospectus, such representations have been made after due and careful enquiry of the information available to the Bank and making assumptions that are considered to be reasonable at the present point in time in their best judgment.

The Bank accepts responsibility for the information contained in this Prospectus. While the Bank has taken reasonable care to ensure full and fair disclosure of pertinent information, it does not assume responsibility for any investment decisions made by the qualified investors based on the information contained herein. In making such investment decisions, prospective investors are advised to read the Prospectus and rely on their own examination and assessment of the Bank and the terms of the Debentures issued including the risks associated.

For inquiries, please contact the Joint Managers to the Issue, People's Bank Investment Banking

Unit and First Capital Advisory Services (Pvt) Ltd

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, reports included or for omitted statements, undisclosed information in this Prospectus. Moreover, the CSE does not regulate the pricing of Debentures which is decided solely by the Issuer.

REGISTRATION OF THE PROSPECTUS

A copy of the Prospectus has been delivered to the Registrar of Companies for registration in compliance with the provisions of section 40 of the Companies Act No. 7 of 2007. The following are the documents attached to the copy of the Prospectus delivered to the Registrar of Companies for registration pursuant to section 40(1) of the Companies Act.

The written consent of the External Auditors and Reporting Accountants for the inclusion of their name in the Prospectus as External Auditors and Reporting Accountants to the Issue and to the Bank.
The written consent of the Rating Agency for the inclusion of their name in the Prospectus as Rating Agency to the Issue and to the Bank.
The written consent of the Trustee to the Issue for the inclusion of their name in the Prospectus as Trustee to the Issue.
Written consent of the Bankers to the Issue for the inclusion of their name in the Prospectus as Bankers to the Issue.
The written consent of the Company Secretary of the Bank for the inclusion of the name in the Prospectus as Company Secretary to the Bank.
The written consent of the Joint Managers to the Issue for the inclusion of their names in the Prospectus as Joint Managers to the Issue.
The written consent of the Registrars to the Issue for the inclusion of their name in the Prospectus as Registrars to the Issue.
The written consent of the Lawyers to the Issue for the inclusion of their name in the Prospectus as Lawyers to the Issue.
The declaration made and subscribed to, by each of the Directors of the Bank herein named as Director, jointly and severally confirming that each of them have read the provisions of the Companies Act and the CSE listing Rules relating to the Issue of the Prospectus and that those provisions have been complied with.

The said External Auditors and Reporting Accountants to the Issue and the Bank, Trustee to the Issue, Bankers to the Issue, Rating Agency to the Issue, Joint Managers to the Issue, Registrars to the Issue, Lawyers to the Issue and the Secretary to the Issuer have not, before the delivery of a copy of the Prospectus for registration with the Registrar General of Companies in Sri Lanka withdrawn such Consent.

Submission of the Prospectus to the Securities and Exchange Commission of Sri Lanka

A copy of the Prospectus has been delivered to the Securities and Exchange Commission of Sri Lanka prior in compliance with Section 82(2) of the Securities and Exchange Commission of Sri Lanka Act No.19 of 2021.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident Qualified investors may be affected by the laws of the jurisdiction of their residence. Such qualified investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment.

Representation

The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, salesperson, individual or any other outside party has been authorized to give any information or to make any representation in this connection with the Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Bank.

Investment Considerations

It is important that this Prospectus is read carefully prior to making an investment decision. For information concerning certain risk factors, which should be considered by prospective investors, see Section 5.11 "Risks Factors Associated with debentures" of this Prospectus.

Forward looking Statements

Any Statements included in this Prospectus that are not statements of historical fact constitute "Forward Looking Statements". These can be identified by the use of forward looking terms such as "expect", "anticipate", "intend", "may", "plan to", "believe", "could" and similar terms or variations of such terms. However, these words are not the exclusive means of identifying "Forward Looking Statements". As such, all or any statements pertaining to expected financial position, business strategy, plans and prospects of the Bank are classified as "Forward looking Statements".

Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors including but not limited to regulatory changes in the sectors in which the Bank operates and its ability to respond to them, the Bank's ability to successfully adapt to technological changes, exposure to market risks, general economic and fiscal policies of Sri Lanka, inflationary pressures, interest rate

volatilities, the performance of financial markets both globally and locally, changes in domestic and foreign laws, regulation of taxes and changes in competition in the industry and further uncertainties that may or may not be in the control of the Bank.

Such factors may cause actual results, performance and achievements to materially differ from any future results, performance or achievements expressed or implied by Forward Looking Statements herein. Forward Looking Statements are also based on numerous assumptions regarding the Bank's present and future business strategies and the environment in which the Bank will operate in the future. Since there may be risk and uncertainties that may cause the Bank's actual future results, performance or achievements to materially differ from that expected, expressed or implied by forward looking statements in this Prospectus, investors are advised not to place sole reliance on such statements.

Presentation of Currency Information and other Numerical Data

The financial statements of the Bank and currency values of economic data or industry data in a local context will be expressed in Sri Lanka Rupees. References in the Prospectus to "LKR", "Rupees" or "Rs." is the lawful currency of Sri Lanka.

Certain numerical figures in the Prospectus have been subject to rounding adjustments, accordingly numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

IMPORTANT All Qualified Investors should indicate in the application for Debentures, their Central Depository Systems (Private) Limited (CDS) account number.

In the event the name, address or NIC number/passport number/company number of the Qualified Investor mentioned in the application form differs from the name, address or NIC number/passport number/company number as per the CDS records, the name, address or NIC number/ passport number/company number as per the CDS records will prevail and be considered as the name, address or NIC number/passport number/company number of such Qualified Investor. Therefore, Qualified Investors are advised to ensure that the name, address or NIC number/passport number/company number mentioned in the application form tally with the name, address or NIC number/passport number/company number given in the CDS account as mentioned in the application form.

As per the directive of the Securities and Exchange Commission made under Circular No.08/2010 dated 22nd November 2010 and Circular No.13/2010 issued by the CDS dated 30th November 2010, all Debentures are required to be directly deposited into the CDS. To facilitate compliance with this directive, all Qualified Investors are required to indicate their CDS account number.

In line with this directive, THE DEBENTURES ALLOTTED TO AN INVESTOR WILL BE DIRECTLY DEPOSITED IN

THE CDS ACCOUNT OF SUCH INVESTOR, the details of which is indicated in their application form. If the CDS account number indicated in the application form is found to be inaccurate /incorrect or there is no CDS number indicated, the application will be rejected and no allotments will be made. With respect to Basel III compliant debentures the Bank may require a Qualified Investor to provide such documentation as is reasonably necessary to satisfy itself that the investor is a Qualified Investor.

PLEASE NOTE THAT DEBENTURE CERTIFICATES WILL NOT BE ISSUED.

Qualified Investors who wish to open a CDS account, may do so through a Trading Participant of the CSE as set out in Annexure III or through any Custodian Bank as set out in Annexure V of this Prospectus.

ISSUE AT A GLANCE

Issuer	Seylan Bank PLC.
Instrument	BASEL III Compliant, Tier 2, Listed, Rated, Unsecured, Subordinated, Redeemable 5- year and 10-year Debentures (2025/30 and 2025/35 respectively) with a Non- Viability Conversion.
Listing	The Debentures will be listed on the Colombo Stock Exchange
Number of Debentures	An initial issue of up to Fifty million (50,000,000) Basel III compliant Tier 2, Listed Rated Unsecured Subordinated Redeemable 5-year and 10- year Debentures (2025/30 and 2025/35 respectively) with a Non-Viability conversion ("debentures"), of the par value of LKR 100/- each, with an option to issue up to a further Seventy Five million (75,000,000) of the said Debentures at the discretion of the Bank in the event of an oversubscription of the initial issue and with a further option to issue up to a further Twenty Five million (25,000,000) of the said Debentures at the discretion of the Bank in the event of an oversubscription of the initial issue and the second tranche, totaling to maximum of One Hundred and Fifty million (150,000,000) Debentures
Amount to be Raised	Sri Lankan Rupees up to Five Billion (LKR 5,000,000,000/-) with an option to raise a further Sri Lankan Rupees Seven Billion and Five Hundred Million (LKR 7,500,000,000/-) at the discretion of the Bank in the event of an oversubscription of the initial issue and with a further option to raise up to a further Sri Lankan Rupees Two Billion and Five Hundred Million (LKR 2,500,000,000/-)of said Debentures at the discretion of the Bank in the event of an oversubscription of the initial Issue and the second tranche in order to raise up to a maximum of Sri Lankan Rupees Fifteen Billion (LKR 15,000,000,000/-).
Issuer Rating	A+(lka) /Stable by Fitch Ratings Lanka Limited
Issue Rating	A-(lka) by Fitch Ratings Lanka Limited
Trading Currency of the securities to be listed	Sri Lanka Rupees (LKR)
Issue Price/Par Value	LKR 100/- per Debenture
Interest Rate	Type	Redemption	Interest rate (per annum)	Type of Interest	Coupon Frequency	AER
	A	05 Years	11.25%	Fixed	Annual	11.25%
	B	05 Years	10.80%	Fixed	Quarterly	11.25%
	C	05 Years	364 days T-bill rate + 2.5% with a cap of 11.50% p.a. and floor of 9.5% p.a.	Floating	Annual	-
	D	10 Years	11.75%	Fixed	Annual	11.75%
	E	10 Years	11.40%	Fixed	Semi-Annually	11.72%

	Floating Interest Rate for Type C will be the 364 Days Treasury Bill rate plus Two Decimal Five Nought per centum (2.50%) above the applicable 364 Days Treasury Bill rate (net of tax) published by the Central Bank of Sri Lanka on a weekly basis based on the most recent treasury bill auction which has been conducted either on the date of the commencement of the Interest Period or on a date immediately prior to the commencement of the Interest Period with a Cap rate of Eleven Decimal Five Nought per centum (11.50%) and a Floor rate of Nine Decimal Five Nought per centum (9.50%).
Number of Debentures to be subscribed	Qualified Investors are allowed to invest in either: Debentures of Type A, and/or Debentures of Type B, and/or Debentures of Type C, and/or Debentures of Type D, and/or Debentures of Type E Subject to the minimum subscription under each type as given below. The minimum subscription requirement applicable for a Qualified Investor applying for debt Securities shall be Rupees Ten Thousand (LKR 10,000/-). Provided however, the minimum subscription requirement applicable for an individual investor applying for BASEL III Compliant Debt Securities shall be Rupees Five Million (LKR 5,000,000/-). Any Application in excess of the minimum subscription requirement shall be in multiples of Rupees Ten Thousand (LKR 10,000/-). Theses debentures should be fully paid and issued only for cash.
Method and payment of Principal & Interest	By cheque marked "Account Payee Only" or through an electronic fund transfer mechanism recognised by the banking system of Sri Lanka such as SLIPS & RTGS (arranged only at the expense of the investor). RTGS transfers however could be effected only for amounts over and above the maximum value that can be accommodated via SLIPS transfers (i.e., LKR 5,000,000/-as of the date of this Prospectus). Electronic modes of payment shall be given priority in the payment of principal sum and interest in the event accurate bank details are given.
Interest Payment Date(s)	Type A, Type C & Type D: The dates on which the interest payment shall fall due in respect of the Debentures, annually at the expiration of every one (01) year period commencing from the Date of Allotment of the Debentures and thereafter until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date). Type B: The dates on which the interest payment shall fall due in respect of the Debentures, quarterly at the expiration of every three (03) months period commencing from the Date of Allotment of the Debentures and thereafter until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date).

	Type E: The dates on which the interest payment shall fall due in respect of the Debentures, semi-annually at the expiration of every six (06) months period commencing from the Date of Allotment of the Debentures and thereafter until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date). The final interest payment will be paid together with the Principal Sum within three (03) Working Days from the Date of Redemption.
Date of Maturity	Date of completion of 5 years for Type A, Type B & Type C from the date of allotment. Date of completion of 10 years for Type D & E from the date of allotment. Repayment of the Principal Sum (Face Value) before maturity in any circumstance shall be subject to the prior approval of the Debenture holders of the 3/4th of the Principal Sum of the Debentures outstanding at that time and the prior written consent of the Central Bank of Sri Lanka.
Issue Opening Date	09th July 2025
Issue Closing Date	29th July 2025 or such earlier date (09th July 2025) However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the occurrence of the following. The maximum of 150,000,000 Debentures being fully subscribed; or The Board of Directors of the Bank decides to close the Issue upon the initial Issue of 50,000,000 of Debentures becoming fully subscribed; or The Board of Directors of the Bank decides to close the Issue upon the initial Issue of 50,000,000 Debentures and the second tranche of 75,000,000 Debentures becoming fully subscribed; or In the event the Board of Directors of the Bank decides to exercise the option to issue the further tranche of up to 75,000,000 of the Debentures (having subscribed the initial Issue of 50,000,000) but subsequently decides to close the subscription list upon part of further issue of 75,000,000 debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30pm. In the event the Board of Directors of the Bank decides to exercise the option to issue the further tranche of up to 25,000,000 of the Debentures (having subscribed the initial Issue of 50,000,000 of Debentures and the second tranche of 75,000,000 Debentures) but subsequently decides to close the subscription list upon part of further issue of 25,000,000 debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30pm.

	In the event the Board of Directors of the Company decides to close the Debenture Issue without the full subscription of the initial Fifty Million (50,000,000) Debentures, such decision is to be notified to the CSE on the day such decision is made by the company and the subscription list will be closed on the following Market Day at 4.30pm. (refer section 5.2).
Date of Allotment	The Date on which the Debentures will be allotted by the Bank to the investors subscribing thereto.
Basis of Allotment	In the event of an oversubscription, the basis of allotment will be decided by the Board of Directors of the Bank in a fair and equitable manner within seven (7) Market Days from the date of closure. The Board, however, shall reserve the right to allocate up to a maximum of 75% of the Number of Debentures to be allotted under this Prospectus on a preferential basis to Qualified Investor/s of strategic importance (Identified Large scale Corporates/Banks/High Net Worth Individuals/Unit Trust/Insurance and Pension Funds). Number of Debentures to be allotted to identified Qualified Investor/s of strategic importance (Identified Large scale Corporates/Banks /High Net Worth Individuals/Unit Trust/Insurance and Pension Funds), on a preferential basis or otherwise will not exceed 75% of the total number of Debentures to be issued under the proposed debt issue under any circumstances, unless there is an under subscription from other Qualified Investors. (i.e., Qualified investors who do not fall under preferential category). In the event of such undersubscription, the other qualified investors who do not fall under preferential category are to be allotted in full and any remaining debentures are to be allotted to identified qualified investors of strategic importance.
Trigger Event	Means point or event at which the Governing Board of the Central Bank of Sri Lanka determines: (a) the Bank would become non-viable, without a write-down in terms of item 10(iii)(a) of the Web Based Return Code 20.2.3.1.1.1 of the Banking Act Direction No.1 of 2016 dated 29th December 2016 (as maybe amended from time to time); or to make a public sector injection of capital, or equivalent support, without which the Bank would have become non-viable in terms of item 10(iii)(b) of the Banking Act Direction No.1 of 2016 dated 29th December 2016 (as maybe amended from time to time).
Non-Viability Conversion	In the event of an occurrence of a Trigger Event as determined at the sole discretion of the Central Bank of Sri Lanka, there would be a conversion of Debentures to Ordinary Voting Shares by the Bank, in compliance with BASEL III requirements. Upon the occurrence of a Trigger Event, up to the outstanding balance of the Debentures including the total par value of such Debentures plus accrued and unpaid Debenture Interest (if any) as at that date will be converted to Ordinary Voting Shares at the Conversion Price. In the event of any Debenture Holder being entitled to a fractional allotment of an Ordinary Voting Share on such issuance and allotment, the Bank shall settle such sums in cash, based on the issue price of such share.

Conversion Price

The price based on the simple average of the daily Volume Weighted Average Price (VWAP) of an Ordinary Voting Share of the Company as published by the Colombo Stock Exchange during the three months (03) period, immediately preceding the date of the Trigger Event.

Volume Weighted Average

Price (VWAP)

The Daily Volume Weighted Average Price (VWAP) of an Ordinary Voting Share as published by the Colombo Stock Exchange.

Seylan Bank PLC operates under the authority of the licence issued by Governing Board of Central Bank of Sri Lanka. The licence issued is a continuous licence and does not have an expiry date. Bank has complied with annual licence fee payable to the Central Bank of Sri Lanka within due timelines.

TABLE OF CONTENTS

CORPORATE INFORMATION 1
RELEVANT PARTIES TO THE ISSUE 2
LIST OF ABBREVIATIONS 3
GLOSSARY OF TERMS RELATED TO THE ISSUE 4
INFORMATION RELATING TO THE ISSUE 9
1. INVITATION TO SUBSCRIBE 9
2. SUBSCRIPTION LIST 10
3. OBJECTIVES OF THE ISSUE 10
4. INTEREST ON THE DEBENTURES 15
5. PAYMENT OF PRINCIPAL AND INTEREST 16
6. APPLICATION OF TAX ON INTEREST PAYMENTS 17
7. REDEMPTION 17
8. TRUSTEE TO THE ISSUE 19
9. RIGHTS AND OBLIGATIONS OF THE DEBENTURE HOLDERS 20
10. INSPECTION OF DOCUMENTS 21
11. RISK FACTORS ASSOCIATED WITH DEBENTURES 21
12. BENEFITS OF INVESTING IN THE DEBENTURES 26
13. TRANSFER OF DEBENTURES 27
14. LISTING 27
15. RATING OF THE DEBENTURES 28
16. COST OF THE ISSUE 28
17. BROKERAGE & FEES 28
18. UNDERWRITING 28
PROCEDURE FOR APPLICATION 29
1. ELIGIBLE APPLICANTS 29
2. HOW TO APPLY 29
3. MODE OF PAYMENT 33
4. REJECTION OF APPLICATIONS 35
5. BASIS OF ALLOTMENT 36
6. ACCEPTANCE & REFUNDS 36
7. CDS LODGEMENTS AND TRADING OF DEBENTURES 37
SEYLAN BANK PLC 38
1. CORPORATE BACKGROUND 38
2. GROUP STRUCTURE 38
3. STATED CAPITAL AND SHARES IN ISSUE 38
4. MAJOR SHAREHOLDING 39
5. DEBT SERVICING DETAILS OF THE BANK 42
6. LITIGATION, DISPUTES AND CONTINGENT LIABILITIES 42
7. PARTICULARS OF DEBT AND LOAN CAPITAL 43
8. DEBT SECURITIES 43
9. KEY FINANCIAL RATIOS 45
10. RELATED PARTY TRANSACTIONS REVIEW COMMITTEE 46
BOARD OF DIRECTORS 47
SENIOR MANAGEMENT 48
STATUTORY DECLARATION BY THE DIRECTORS 49
FINANCIAL INFORMATION 51

ANNEXURE I - CREDIT RATING REPORT 52

ANNEXURE II - BRANCH NETWORK 59

ANNEXURE III - COLLECTION POINTS 65

ANNEXURE IV - ACCOUNTANTS REPORT AND 5 YEAR SUMMARY 70

ANNEXURE V - CUSTODIAN BANKS 90

ANNEXURE VI - DECLARATION TO BE GIVEN BY FATCA COMPLIANT INVESTORS 91

‌1 CORPORATE INFORMATION

The Issuer	Seylan Bank PLC
Legal Form	A public limited liability company incorporated in Sri Lanka on 28 August 1987 under the Companies Act No.17 of 1982 and re-registered under the Companies Act No. 7 of 2007 on 30 May 2007. Commenced business operations as a Licensed Commercial Bank regulated under the Banking Act No. 30 of 1988 (as amended) on 24 March 1988. The Bank was listed in the Colombo Stock Exchange on 5 January 1989.
Company Registration Number	PQ 9
Date of Incorporation	28th August 1987
Registered Address	Seylan Towers, 90, Galle Road, Colombo 03. Email: info@seylan.lk Website: https://www.seylan.lk Tel: +94 11 2456000, Fax: +94 11 2456456
Board of Directors	Justice B P Aluwihare, PC - Independent Director / Chairman Mr R J Jayasekara - Director/Chief Executive Officer Mrs S K Salgado - Senior Independent Director Mr D M D K Thilakaratne - Non-Independent Non-Executive Director Mr D M Rupasinghe - Independent Non-Executive Director Mr L H A L Silva - Independent Non-Executive Director Mrs V G S S Kotakadeniya - Non -Independent Non-Executive Director Mrs A A Ludowyke - Independent, Non-Executive Director
Company Secretary	Mrs Saraswathie Poulraj Seylan Bank PLC Level 15 - Seylan Towers, 90, Galle Road, Colombo 03. Email: csy@seylan.lk Tel: +94 11 2456551, Fax: +94 11 2452584
Auditors to the Bank	M/s KPMG, Chartered Accountants 32A, Sir Mohamed Macan Markar Mawatha, Colombo 03 Tel: +94 115426426, Fax: +94 11 2445872

‌2 RELEVANT PARTIES TO THE ISSUE Joint Managers to the Issue People's Bank Investment Banking Unit

Treasury Unit, Head Office, 13th Floor, No 75,

Sir Chittampalam A. Gardiner Mawatha, Colombo 02

Tel: +94 11 2206787

Fax: +94 11 2458842

First Capital Advisory Services (Pvt) Ltd

No. 2, Deal Place Colombo 03

Tel: + 94 11 2 639 845

Fax: +94 11 2 639 819

Secretary to the Issuer Mrs Saraswathie Poulraj

Company Secretary Seylan Bank PLC

Level 15 - Seylan Towers

90, Galle Road, Colombo 03, Sri Lanka

Tel: 0094 11 2456551 / Fax: 0094 11 2452584

Lawyers to the Issue M/s Nithya Partners No. 97A, Galle Road, Colombo 03.

Tel: +94-11 4 712 625, +94 11 2 335 908 / Fax: +94-11 2 328 817

Registrars to the Issue SSP Corporate Services (Pvt) Ltd

No 101, Inner Flower Road, Colombo 03.

Tel: +94 11 2573894, +94 11 2576871 / Fax: +94 11 2573609

Bankers to the Issue Seylan Bank PLC Millennium Branch, "Seylan Towers" No.90, Galle Road, Colombo 03.

Tel: +94 11 2456103, +94 11 2456135 / Fax +94 11 2452506

Trustee to the Issue People's Bank

No. 75, Sir Chittampalam A. Gardiner Mawatha Colombo 02

Tel: +94 11 2 481 481 / Fax: +94 11 2 458 842

Auditors to the Issue M/s KPMG,

Chartered Accountants,

32A Sir Mohamed Macan Markar Mawatha, Colombo 03.

Tel: +94 11 5426426, Fax: +94 11 2445872

Credit Rating Agency to the Issue Fitch Ratings Lanka Ltd

No.15-04, East Tower, World Trade Centre, Colombo 01

T: 94-11-2541900 Fax: 94-11-2501903

‌3 LIST OF ABBREVIATIONS AER Annual Effective Rate ATS Automated Trading System of the Colombo Stock Exchange AWPLR Average Weighted Prime Lending Rate BN/Bn Billion CAR Capital Adequacy Ratio CBSL CCB

Central Bank of Sri Lanka Capital Conservation Buffer

CDS Central Depositary System (Private) Limited CSE DSIB

Colombo Stock Exchange

Domestic Systemically Important Bank

FCBU Foreign Currency Banking Unit FY IIA

Financial Year

Inward Investment Account

KMP Key Management Personnel

LCB Licensed Commercial Bank

LKAS Sri Lanka Accounting Standard LKR/Rupees/Rs. MN/Mn NIC POA

Sri Lankan Rupees Million

National Identity Card Power of Attorney

RGFCA Resident Guest Foreign Currency Account RGRCA Resident Guest Rupee Current Account RTGS RWA

Real Time Gross Settlements Risk Weighted Assets

SEC The Securities and Exchange Commission of Sri Lanka SIA SLFRS

Securities Investment Account

Sri Lanka Financial Reporting Standard

SLIPS Sri Lanka Inter Bank Payment System Issuer/Bank Seylan Bank PLC IIA Inward Investment Account T-Bill Treasury Bill VWAP Volume Weighted Average Price VAT Value Added Tax WHT Withholding Tax

YoY Year on Year

‌4 GLOSSARY OF TERMS RELATED TO THE ISSUE

Applicant(s)	Any person(s) who is a Qualified Investor and who submits an Application Form under this Prospectus.
Application Form / Application	The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debentures.
Bank/Issuer	Seylan Bank PLC
Basel III	A Global Regulatory Framework for More Resilient Banks and Banking System, issued by the Basel Committee on Banking Supervision of the Bank for International Settlement in December 2010 (Revised in June 2011).
Closing Date	29th July 2025 or such earlier date (09th July 2025) However, the subscription list will be closed on an earlier date at 4.30 p.m. with notification to the CSE on the occurrence of the following. The maximum of 150,000,000 Debentures being fully subscribed; or The Board of Directors of the Bank decides to close the Issue upon the initial Issue of 50,000,000 of Debentures becoming fully subscribed; or The Board of Directors of the Bank decides to close the Issue upon the initial Issue of 50,000,000 Debentures and the second tranche of 75,000,000 Debentures becoming fully subscribed; or In the event the Board of Directors of the Bank decides to exercise the option to issue the further tranche of up to 75,000,000 of the Debentures (having subscribed the initial Issue of 50,000,000) but subsequently decides to close the subscription list upon part of further issue of 75,000,000 debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30pm. In the event the Board of Directors of the Bank decides to exercise the option to issue the further tranche of up to 25,000,000 of the Debentures (having subscribed the initial Issue of 50,000,000 of Debentures and the second tranche of 75,000,000 Debentures) but subsequently decides to close the subscription list upon part of further issue of 25,000,000 debentures becoming subscribed, such decision is to be notified to the CSE on the day such decision is made and the subscription list will be closed on the following Market Day at 4.30pm. In the event the Board of Directors of the Company decides to close the Debenture Issue without the full subscription of the initial Fifty Million (50,000,000) Debentures, such decision is to be notified to the CSE on the day such decision is made by the company, and the subscription list will be closed on the following Market Day 4.30pm. (refer section 5.2).

Non- Viability Conversion	In the event of an occurrence of a Trigger Event as determined at the sole discretion of the Central Bank of Sri Lanka, there would be a conversion of Debentures to Ordinary Voting Shares by the Bank, in compliance with BASEL III requirements. Upon the occurrence of a Trigger Event, the outstanding balance of BASEL III Compliant, Tier 2, Listed, Rated, Unsecured, Subordinated, Redeemable, Debentures including the total par value of such Debentures plus accrued and unpaid Debenture Interest (if any) as at that date will be converted to Ordinary Voting Shares at the Conversion Price. In the event of any Debenture Holder being entitled to a fractional allotment of an ordinary voting share on such issuance and allotment, the Company shall settle such sums in cash, based on the issue price of such share.
Entitlement Date	Market Day immediately preceding the respective interest payment date or immediately preceding the date of redemption on which a Debenture Holder would need to be recorded as being a Debenture Holder on the list of Debenture Holders provided by the CDS to the Bank in order to qualify for the payment of any interest or any redemption proceeds.
Date of Allotment	The date on which the Debentures will be allotted by the Bank to the Applicants subscribing thereto.
Date of Redemption	The date on which the Redemption/Maturity of the Debentures will take place as referred to in section 5.7 of this Prospectus.
Debentures	BASEL III Compliant, Tier 2, Listed, Rated, Unsecured, Subordinated, Redeemable 5-year and 10-year Debentures (2025/30 and 2025/35 respectively) with a Non- Viability Conversion to be issued pursuant to this Prospectus.
Debenture Holder(s)	Any Qualified Investor who is for the time being the holder of the Debentures and includes his/her respective successors in title.
Interest Payment Date(s)	Type A, Type C & Type D : The dates on which the interest payment shall fall due in respect of the Debentures, which shall be (1) year from the Date of Allotment and every year therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date). Type B: The dates on which the interest payment shall fall due in respect of the Debentures, which shall be three (3) months from the Date of Allotment and every three months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date).

	Type E: The dates on which the interest payment shall fall due in respect of the Debentures, which shall be six (06) months from the Date of Allotment and every six (06) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest would be paid within three (03) working days from each interest payment date which interest becomes due. (Excluding such interest payment due date). The final interest payment will be paid together with the Principal Sum within three (03) Working Days from the Date of Redemption.
Interest Period	Type A, Type C & Type D: The one (01) year period from the date immediately succeeding a particular interest payment date and ending on the next interest payment date (inclusive of the said commencement date and end date) and shall include the period commencing from the date of allotment and ending on the first interest payment date (inclusive of the said commencement date and end date) and the period from the date immediately succeeding the last interest payment date before the date of redemption and ending on the date immediately preceding the date of redemption (inclusive of the aforementioned commencement date and end date). Type B: The three (03) months period from the date immediately succeeding a particular interest payment date and ending on the next interest payment date (inclusive of the said commencement date and end date) and shall include the period commencing from the date of allotment and ending on the first interest payment date (inclusive of the said commencement date and end date) and from the date immediately succeeding the last interest payment date before the date of redemption and ending on the date immediately preceding the date of redemption (inclusive of the aforementioned commencement date and end date). Type E: The six (06) months period from the date immediately succeeding a particular interest payment date and ending on the next interest payment date (inclusive of the said commencement date and end date) and shall include the period commencing from the date of allotment and ending on the first interest payment date (inclusive of the said commencement date and end date) and the period from the date immediately succeeding the last interest payment date before the date of redemption and ending on the date immediately preceding the date of redemption (inclusive of the aforementioned commencement date and end date).
Issue	The offer of Debentures to Qualified Investor pursuant to this Prospectus.
Issue price	LKR 100/- (Sri Lankan Rupees Hundred) per Debenture.
Non-Resident(s)	Persons resident outside Sri Lanka including country funds, regional funds, investment funds and mutual funds established outside Sri Lanka.

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