Bank of Ceylon (BOC), Sri Lanka’s leading state-owned commercial bank, is set to create another milestone in the country’s capital market with the launch of Sri Lanka’s largest-ever listed debenture issue, with a maximum issue size of LKR 30 billion.
The Bank proposes to initially raise LKR 10 billion, with an option to increase the issue to LKR 20 billion in the event of an oversubscription of the initial tranche and a further option to increase the total issue size up to LKR 30 billion, making it the largest listed debenture issue undertaken in Sri Lanka.
The proposed issue comprises Basel III compliant, Tier 2, Listed, Rated, Unsecured, Subordinated, Redeemable debentures with a non-viability write-down feature. The debentures carry an issue rating of AA (Stable) from Lanka Rating Agency, while BOC’s issuer rating stands at AA-(lka)/Stable from Fitch Ratings Lanka Ltd.
The debentures will be offered with five-year and seven-year maturities, providing with medium to long-term fixed income investment opportunities. The issue is confined to qualified investors and the minimum subscription for qualified investors is LKR 10,000, while individual investors are required to apply for at least LKR 5 million.
The debentures are offered in four different types to meet diverse requirements of qualified investors. The Fixed coupon rate of the five-year debenture will be 12.75 percent per annum while the floating coupon rate will be 1.50 percent above the applicable twelve-month Treasury Bill rate. The Fixed coupon rate of the seven-year debenture will be 13.00 percent per annum while the floating coupon rate will be 1.75 percent above the applicable twelve-month Treasury Bill rate.
BOC’s largest debenture issue comes at a significant juncture for the Sri Lankan economy, at a time when the country is prioritizing sustainable, investment-led and inclusive economic growth. Against this backdrop, a stronger capital base will further enhance BOC’s capacity to mobilize and channel funds towards productive sectors of the economy, thereby supporting Sri Lanka’s next phase of economic development. This landmark issue therefore represents more than a significant capital-raising exercise for the Bank. BOC, as the country’s leading state-owned commercial bank, remains well positioned to play a pivotal role in financing businesses, facilitating investment and supporting the broader development priorities of the country.
BOC is a Corporate Finance Advisor licensed by the Securities and Exchange Commission of Sri Lanka. This largest Basel III Debenture issuance was exclusively structured and managed by the Investment Banking team who possess a wealth of expertise in structuring innovative capital market instruments. The issue follows BOC’s pioneering Sustainability Bond issuance, another landmark transaction structured and managed by the Bank’s Investment Banking Division, reflecting BOC’s continued leadership in developing innovative capital-market solutions while advancing sustainable finance in Sri Lanka.
The Legal Department of BOC acts as the lawyers to the issue, while the Corporate Branch of the Bank acts as the bankers to the issue. The Investment Banking Division will also continue to act as the Registrar to the proposed issue, while Hatton National Bank PLC will be the trustee to the issue.
The Bank is opening the subscription list of the BASEL III Debenture Issue at 9.30 a.m. on 3rd November 2026 and will remain open for 14 market days unless the Bank decides to close it earlier based on subscription levels.
Applications for the debentures will be accepted from qualified investors in accordance with the terms and conditions set out in the Prospectus. The Prospectus and application forms can be downloaded from the web sites of the CSE; www.cse.lk and BOC; www.boc.lk.
Duly completed application forms should be enclosed in an envelope marked “BOC Debenture Issue” together with the remittance for the full amount payable on application and delivered to the Investment Banking Division at 7th Floor of BOC Head Office or collection points mentioned in the prospectus.
With a long-standing presence in Sri Lanka’s banking industry, Bank of Ceylon has played a significant role in the country’s economic development by mobilising savings, extending credit and supporting individuals, businesses and major economic sectors. The proposed debenture issue is expected to further enhance the Bank’s capacity to support corporate, SME, retail and institutional customers while maintaining prudent regulatory capital buffers.
Investors are advised to carefully read the Prospectus, including the terms of the debentures, risk factors, non-viability write-down provisions and eligibility requirements, before making an investment decision.
Bank of Ceylon invites eligible local and foreign investors to participate in this landmark issue and be a part of the Bank’s continuing journey of financial strength and contribution to Sri Lanka’s economic development. At a time when the country is entering a new phase of investment-led growth, the issue represents an opportunity for investors to participate in the growth journey of the nation’s leading state-owned commercial bank while contributing to the broader economic progress of Sri Lanka.
Important Documents
» Prospectus
» Trust Deed
» Application Form
» Auditor General's Report and 5 Year Summary
» BOC Ordinance
