xiii Consolidated Statements of Comprehensive Income
US ‘000
For the six months period ended 30 June
2013 For the years ended:
31 Dec 2012 31 Dec 2011
31 Dec 2010 Net Revenues
1,217,903 2,285,158
2,197,484 1,858,170
Cost of Revenues 1,180,131
2,262,369 2,092,868
1,724,687 Income Loss Before Tax
7,496 110,638
2,131 43,511
Total Comprehensive Income 4,605
87,329 8,007
51,167
8. Dividend and Distribution Policy
Subject to the limitations and considerations described in this section, our current dividend policy is to pay dividends to our shareholders in the amount of approximately 30 of our net income. Under the prevailing regulations in Indonesia, the decision regarding dividend is
made by a resolution of the shareholders at the annual General Meeting of Shareholders upon the recommendation of the Board of Directors. The Company may declare dividends in any year if the Company has positive retained earnings and after deduction of reserves
fund.
9. Taxation
Income tax over the dividend will be treated in accordance with the prevailing taxation regulations in Indonesia. The taxation is described in Chapter XIII of this Prospectus.
10. Information on the Standby Buyer
Based on Standby Purchase Agreement of Shares of PT Chandra Asri Petrochemical Tbk dated 25 September 2013, as amended and restated with the Deed of Addendum and Restatement of Standby Purchase Agreement of Shares No. 31 dated 16 October 2013, drawn
before Fathiah Helmi, S.H. , Notary in Jakarta “Standby Purchase Agreement”, Magna Resources will act as a standby buyer and will
subscribe all of the remaining shares which are not subscribed by the HMETD holders in this LPO I “Remaining Shares” at an exercise
price of Rp.6,750 per share. Magna Resources is an affiliation of the Company whereby Magna Resources is an indirect controller of the Company through PT Barito Pacific Tbk which is the majority shareholder of the Company.
Detailed information on the Standby Buyer can be found in Chapter XVII of this Prospectus.
11. Terms of Application to Purchase New Shares in the Limited Public Offering I
The Company has appointed PT Raya Saham Registra as the Share Registrar and execution agent of the LPO I, in accordance with the Deed of Agreement on Shares Administration and Execution Agent Akta Perjanjian Pengelolaan Administrasi Saham dan Agen
Pelaksanaan in the LPO I of the Company No. 36 dated 20 September 2013, made before Fathiah Helmi, S.H., Notary in Jakarta. Detailed information on the terms of exercise of HMETD and application and purchase of Additional Shares can be found in Chapter XVIII
of this Prospectus.
12. Information on rights
The New Shares offered in this LPO I is issued based on HMETD that can be traded during the determined Trading Period and constitutes as one of the requirement for purchasing shares. New Shares as the result of HMETD offered in this LPO I is may be traded during the
trading period.
- 1 -
I. Limited Public Offering I
The Board of Directors, on behalf of the Company, hereby conducts Limited Public Offering I “LPO I” to the Shareholders of the Company in relation to the issuance of HMETD in the total of 220,766,142 two hundred and twenty million seven hundred and sixty-six thousand one
hundred forty-two common shares with a nominal value of Rp1,000 one thousand Rupiah per share. The total of shares offered in the LPO I is 7.20 seven point twenty percent of the issued and fully paid-up capital of the Company. Each shareholder of the Company whose name is
registered in the Shareholders Register of the Company on 13 November 2013 at 16.00 WIB West Indonesian Standard Time who holds 500 five hundreds Existing Shares is entitled to 36 thirty six HMETD, where 1 one HMETD entitles its holder to purchase 1 one New Shares in
the Company at an exercise price of Rp.6,750 six thousand seven hundred and fifty Rupiah for each share, which shall be fully paid upon submitting the FPPS. The shares to be issued in the LPO I through the issuance of HMETD is the maximum number of shares to be issued from
the Company’s authorized capital and will be listed on the IDX with due observance of prevailing rules and regulations. Proceeds obtained from this LPO I is in the amount of Rp1,490,171,458.500 one trillion four hundred and ninety billion one hundred seventy-one million four hundred
and fifty-eight thousand five hundred Rupiah. Shares issued in the LPO I shall rank pari passu in all respect with the Company’s other fully
paid-up shares, including with respect to the right to receive dividends. Any fractional HMETD would be rounded down to the nearest whole number.
In accordance with Rule No.IX.D.1, if a shareholder owns any fractional HMETD, then such fractional HMETD belongs to the Company and will be sold by the Company and its proceed will be deposited into the
Company’s account. If the New Shares offered in this LPO I are not fully subscribed by the shareholders of the Company or the holders of HMETD, then the
remaining shares will be allotted to other HMETD holders who apply to subscribe for more than their entitlement, as stated in the HMETD Certificate in proportion to the HMETD that have been exercised by them in accordance with the prevailing regulations. If upon the allotment
there are still remaining new shares that have not been subscribed, then Magna Resources pursuant to the Standby Purchase Agreement of Shares of PT Chandra Asri Petrochemical Tbk dated 25 September 2013 as amended and restated with the Deed of Addendum and
Restatement of Standby Purchase Agreement of Shares No. 31 dated 16 October 2013, drawn before Fathiah Helmi, S.H., Notary in Jakarta
“Standby Purchase Agreement”, will subscribe all of the remaining offered shares which are not subscribed by the Company’s Shareholders in the LPO I, at an Exercise Price of Rp. 6,750 six thousand seven hundred and fifty Rupiah per share.
In relation to this LPO I, pursuant to Undertaking to exercise the Rights and subscribe for the New Shares dated 8 October 2013, SCG Chemicals stated that SCG Chemicals will not sell its HMETD to the third party and will exercise its HMETD according to its entitlement. Based
on the statement letter of PT Barito Pacific Tbk dated 17 October 2013 PT Barito Pacific Tbk stated that it will not exercise its HMETD. HMETD may be traded on or outside the IDX for a period of 5 five Business Days commencing from 15 November 2013 up to 21 November
2013. The listing of the New Shares on the IDX is expected to occur on 15 November 2013. The last day for the exercise of HMETD will be 21 November 2013, after which any unexercised HMETD will be null and void.
PT Chandra Asri Petrochemical Tbk
Main Business Activity
Petrochemical
Domiciled and its main office located in West Jakarta, Indonesia
Head Office: Wisma Barito Pacific Tower A, 7th Floor
Jl. Letjen S Parman Kav 62-63, Jakarta 11410 Telephone: 62-21 530 7950
Facsimile: 62-21 530 8502 Website: http:www.chandra-asri.com
Plants Jl. Raya Anyer Km. 123, Ciwandan, Cilegon
Banten 42447 Jl. Raya Bojonegara, Bojonegara, Serang,
Banten 42456 THE MAIN RISK FACED BY THE COMPANY IS CYCLICALITY IN THE PETROCHEMICAL INDUSTRY WHICH MAY MATERIALLY AND ADVERSELY AFFECT ITS PROFITABILITY. THE OTHER
BUSINES RISKS FACED BY THE COMPANY CAN BE FOUND IN CHAPTER V OF THIS PROSPECTUS
