EMPLOYEE STOCK ALLOCATION ESA
3 2
Shares
000,000 000,000
000,000 000.000
94.00 120,000,000
000.000 2.00
120,000,000 000.000
2.00 120,000,000
000.000 2.00
000,000 000,000
100.00 000,000
000,000
ber of alue
ber of alue
000,000 000,000
000,000 000,000
000,000 000,000
94.00 000,000
000,000 65.80
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
- -
- 428,500
850,000 30.00
pital 000,000
000,000 100.00
428,500 850,000
100.00 000,000
000,000 571,500
150,000
3 thousand and five hundred shares is allocated for the ESA program. Remaining shares that are not subscribed
by the employees will be offered to public. The ESA program is designated to the Company’s employees, excluding the directors, commissioners and
shareholders of the Company. The implementation of the ESA program will adhere to the provisions set forth in Rule No. IX.A.7, Annex to the Decree of Bapepam and LK Chairman No. KEP-691BL2011 dated 30 December
2011 regarding Responsibilities of Allotment Managers with Respect to Subscription and Allotment of Securities in a Public Offering.
The objectives of ESA program implementation are as follows: Retention
Retaining existing and qualified employees will be easier when the employees have equity participation. Motivation and Performance
Making the employees part of the Company will improve employees’ performance and motivation, which will eventually improves the Company’s overall performance. Therefore, employees with significant equity
participation in their Company will be strongly motivated to put their best effort and maximize the Company’s performance and shares value.
Development of Team Culture Involving employees in the ESA program will improve the spirit of togetherness and teamwork, where all
employees work together, focusing on the Company’s performance objectives. Employees will be more alert to the Company’s needs and will start to think and act like an owner.
The Company will implement and report the ESA program in accordance with the prevailing rules and regulations.
All ESA Program Shares are Award Shares which are given to employees as appreciation. Participation Requirements
The Company’s Board of Directors has appointed officers from the Company’s human resources and legal department as the ESA Administrators. Total employees eligible to participate in the ESA program will be further
regulated without prejudice to this BOD’s provision. Employees eligible for the ESA program are those who meet the following participation requirements:
Permanent employees who are actively employed as of 1 November 2014
Meet certain performance level in accordance with the performance review standards set forth by the
Company.
A minimum period of service of 3 three months as ESA program implemented.
Not being subject to administrative sanctions at the time of the implementation of the ESA program. Award Shares
Award Shares are awarded free of charge by the Company to all employees participating in the ESA
program who satisfy the requirements; the shares are registered under the name of each participant.
The allocation of Award Shares is calculated based on performance, rank of office and years of service of the participant.
The lock-up period for Award Shares is 1 one year commencing from the date of shares distribution.
In the event that the respective employee resigns, is dismissed or is involved in a criminal activity during the
lock-up period, the right to the Award shares shall be annulled. The likewise applies in the event that the ESA participants surrender their participating right to the Company on their own will.
The participants are not subject to any cost for the ownership of Award Shares. Company will bear the cost
of Award Shares, which will be paid at full cost in accordance with the Offer Price of each Company Shares Shares Allotment Allocation Procedures
The Company allocates the Award Shares to employees who satisfy the requirements; the shares are
registered under the name of each participant.
Allocation of Award Shares is based on the employees’ rank of office, work performance and years of service.
Employees entitled to the ESA program must adhere to the following requirements:
- Adhere to the ESA share ownership requirements set forth by the Company and the regulation of the Indonesian Capital Market.
- Register as ESA shares participants through the Human Resources Department of each Working Unit where such employees are assigned by the Company.
The HRD of each Working Unit records, recapitulates and reports the employees interested to participate in
ESA program to the Company’s Head Office Human Resources Department.
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ESA Program Implementation Procedures The Company shall issue shares allotment forms for employees eligible to the shares allotment under the ESA
Program. The shares allotment forms shall be forwarded to the Shares Administration Bureau SAB to be further used as the basis of shares distribution on the distribution date.
Tax Aspects of the ESA Program Participants of the ESA program are subject to income tax in accordance with the prevailing tax rate, which must
be paid upon receipt of shares . The income tax will be charged to the Company. In the event that the ESA program participants sell shares through the stock exchange or over the counter
subsequent to the lock-up period, the income tax will be borne by each ESA program participant. The following tax regulation applies on such sale of shares:
Sale of shares through the Indonesian Stock Exchange is subject to 0.1 final income tax, calculated
based on the transaction value
Sale of shares over the counter is subject to the prevailing progressive tax rate, calculated based on the capital gain received by the participant.
Upon sale of the entire shares offered by the Company in this Initial Public Offering and the full implementation of the ESA program referred to above, the Company’s capital structure and shareholding composition of the
Company before and after the Initial Public Offering, on a proforma basis, will be as follows:
Shareholders Before Initial Public Offering
After Initial Public Offering and ESA Implementation
Nominal Value Rp100 per Share Nominal Value Rp100 per Share
Number of Shares
Nominal Value Rp
Number of Shares
Nominal Value Rp
Authorized Capital 23,000,000,000
2,300,000,000,000 23,000,000,000
2,300,000,000,000 Issued and Paid-up Capital:
Soechi Group, PT 5,640,000,000
564,000,000,000 94.00
5,640,000,000 564,000,000,000
65.80 Paulus Utomo
120,000,000 12,000,000,000
2.00 120,000,000
12,000,000,000 1.40
Hartono Utomo 120,000,000
12,000,000,000 2.00
120,000,000 12,000,000,000
1.40 Go Darmadi
120,000,000 12,000,000,000
2.00 120,000,000
12,000,000,000 1.40
Public -
- -
2,494,286,000 249,428,600,000
29.10 Employees ESA
- -
- 77,142,500
7,714,250,000 0.90
Total Issued and Paid-up Capital 6,000,000,000
600,000,000,000 100.00
8,571,428,500 857,142,850,000
100.00 Total Shares in Portfolio
17,000,000,000 1,700,000,000,000
14,428,571,500 1,442,857,150,000
LISTING OF THE COMPANY‟S SHARES ON THE INDONESIAN STOCK EXCHANGE Simultaneously with the listing of Shares from the Initial Public Offering of a maximum of 2,571,428,500 two
billion five hundred seventy one million, four hundred twenty eight thousand and five hundred Ordinary Registered Shares or 30 thirty percent of the issued and paid-up capital after the Initial Public Offering; the
Company will also list the entire Ordinary Registered Shares of the shareholders prior to the Initial Public Offering, totaling 6,000,000,000 six billion shares or 70 seventy percent of the issued and paid-up capital
after the Initial Public Offering. Therefore, the total Shares to be listed by the Company on the IDX is 8,571,428,500 eight billion five hundred seventy one million, four hundred twenty eight thousand and five
hundred shares, or 100 one hundred percent of the issued and paid-up capital after the Initial Public Offering.
THE COMPANY HAS NO INTENTION TO AUTHORIZE, ISSUE ANDOR REGISTER OTHER SHARES ANDOR OTHER SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE WITH THE COMPANY‟S
SHARES DURING THE PERIOD OF 12 TWELVE MONTHS FOLLOWING THE DATE OF EFFECTIVENESS OF THE REGISTRATION STATEMENT.
the Company including taxes is approximately ● of the total proceeds from the Initial
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A ber of
lue ber of
alue 000,000
000,000 000,000
000,000 :
000,000 000,000
94.00 000,000
000,000 65.80
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
- -
- 286,000
600,000 29.10
- -
- 142,500
250,000 0.90
pital ,000,000
,000,000 100.00
,428,500 ,850,000
100.00 ,000,000
,000,000 571,500
150,000
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II.
USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING
Proceeds from the Company’s Initial Public Offering, net of issuance fees related to the Initial Public Offering, will be used as follows:
1. Approximately 50 will be used for ship procurement through the Subsidiaries in relation to fulfilling a new
contract in the future.. The entire use of proceeds for capital expenditures is planned to be utilized during the years of 2015 and
2016. The purchase of capital goods will be directly commissioned to third parties that are not affiliated to the
Company.
2. Approximately 25 will be used to repay a portion of bank loans in relation to investment and working capital credit facilities through the Subsidiaries.
Descriptions on portion of credit facilities to be fully paid by the Company through Subsidiaries using the proceeds from the Initial Public Offering are summarized below:
No. Entity
Bank Name
Credit Agreement Interest Rate
Maturity Date Currency
Estimated Outstanding Loan Balance Upon
Repayment 1
SOKL BCA
Overdraft 11.75
10-Dec-14 IDR
20,000,000,000 2
SOKL BAGI
RL III 15.25
20-Jul-15 IDR
37,000,000,000 3
SOKL BAGI
Fixed Loan II 8.00
12-Jan-16 USD
1,037,719 4
SOKL BAGI
Fixed Loan IV 8.00
19-Sep-17 USD
2,672,749 5
SOKL BAGI
Fixed Loan III 8.00
21-Nov-15 USD
611,111 6
SOKL BAGI
Revolving Loan 8.00
10-Nov-14 USD
1,000,000 7
SOKL BAGI
Revolving Loan II 8.00
10-Nov-14 USD
1,000,000 8
SOKL BAGI
RL IV 8.00
20-Jul-15 USD
4,000,000 9
IEL BCA
Installment loan 12.25
01-Nov-17 IDR
61,180,000,000 10
IEL BCA
Investment Credit 6 6.00
02-Nov-15 USD
3,083,333 11
IEL BII
Term Loan 7.25
20-May-15 USD
1,401,428 Descriptions:
BAGI : PT. Bank Artha Graha International Tbk. BCA : PT. Bank Central Asia Tbk.
BII : PT. Bank Internasional Indonesia Tbk.
The Company and the creditors are not affiliated parties. The Company plans to pay off all the facilities referred to in the table above immediately after the Public
Offering; around December 2014. Payment of loan before the due date by the Company to the banks does not require prior approval from the
banks, without incurring any penalties if the Company pay the loan before the due date, except IEL’s Term Loan from Bank BII that is subject to a penalty of 1 percent.
3. Approximately 25 will be used for additional working capital of its Subsidiaries. The allocated use of proceeds from the Initial Public Offering will be used to finance the operational activities
of the Company’s Subsidiaries, which are entirely related to the Company’s main business activities, which covers vessel chartering, ship maintenance, new shipbuilding and ship repair. The working capital will be
used to pay suppliers of goods and services related to the business activities of the Company’s Subsidiaries. The amount of fund to be allocated to each Subsidiary will be determined based on each Subsidiary’s
working capital requirement.
The entire proceeds from the Initial Public Offering as mentioned above, will be transferred to the Subsidiary in the form of a capital injection or loan.
Pursuant to the Circular Letter issued by Bapepam and LK No. SE-05BL2006 dated 29 September 2006 on Disclosure of Information on Costs Incurred in an Initial Public Offering, the estimated issuance cost incurred by
the Company including taxes is approximately ● of the total proceeds from the Initial Public Offering; the detailed percentage of each cost to the total cost incurred is as follows:
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- Underwriting fee
: ●
- Management fee
: ●
- Selling fee
: ●
- Capital market supporting professionals and institutions fee, which consist of:
Public Accountant’s Fee :
● Legal Consultant’s Fee
: ●
Notarial Fee :
● Shares Administration Bureau’s Fee
: ●
Appraiser’s fee :
● -
Other expenses consists of registration expense with regard to the Initial Public Offering, listing on IDX, KSEI registration fee, cost of organizing Public Expose and Due Diligence
meeting, roadshows, consultants, printing of Prospectus, certificates and forms, newspaper advertisements and others
: ●
In accordance with Rule No. X.K.4 regarding Reports on the Use of Proceeds from Public Offerings, Annex to the Decree of Bapepam No. Kep-27PM2003 dated 17 July 2003, the Company shall, on a periodical basis, report
the realization on the use of proceeds from this Initial Public Offering to FSA, and submit an accountability report to the shareholders of the Company in the Annual General Meeting of Shareholders Annual GMS.
The use of proceeds from this Initial Public Offering will be conducted in conformity with the prevailing laws and regulations, particularly those prevailing in the capital market.
If, at any time hereafter the Company intends to change the planned use of proceeds from this Initial Public Offering from the plan initially presented in this Prospectus, the Company shall report such plan to the FSA,
stating the reason and consideration for such change after first obtaining the approval of the GMS, in accordance with Rule No. X.K.4 regarding Reports on the Use of Proceeds from Public Offerings.
In the event that the proceeds from the Initial Public Offering have not been fully utilized, the temporary placement of the proceeds from the Initial Public Offering should be made with due consideration to the safety
and liquidity of such placement, generate fair financial profit for the Company, and conform to the prevailing laws and regulations.
IN THE EVENT THAT THE USE OF PROCEEDS CONSTITUTES A MATERIAL TRANSACTION ANDOR AFFILIATED TRANSACTION OR TRANSACTIONS WITH CONFLICT OF INTERESTS, THE COMPANY, IN ITS
CONDUCT, WILL ADHERE TO THE PROVISIONS SET FORTH IN RULE NO. IX.E.1 ANDOR RULE NO. IX.E.2.
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: ●
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- ering,
: ●
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