ix iii Approve the amendment to the
Company’s Articles of Association to be adjusted with Bapepam and LK Regulation No. IX.J.1 regarding Articles of Association of Companies Conducting Equity Public Offerings and Public Companies,
whereas all of the changes above took effect as of 1 January 2011. The amendments to the Article 1 paragraph 1, Article 3 and Article 4 of the Company’s Articles of Association have been approved by
MOLHR pursuant to its Decree No. AHU.54545.AH.01.02.Tahun 2010 dated 22 November 2010 and have been registered in the Company Register under No. AHU-0084333.AH.01.09.Tahun 2010 dated 22 November 2010. The amendments to the other articles have been
notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-30299 dated 25 November 2010, and have been registered in the Company Register under No. AHU-0085705.AH.01.09.Tahun 2010 dated 25 November 2010.
2. Deed of Statement of Resolutions of Extraordinary General Meeting of Shareholders No. 40 dated 8 December 2011, drawn before Fathiah Helmi, S.H., Notary in Jakarta “Deed No. 402011”, whereby the shareholders of the Company resolved to amend the Article 17
paragraph 1 of the Articles of Association regarding the Board of Commissioners, into “The Board of Commissioners consists of at least 2 Commissioners and a maximum of 7 Commissioners, 2 of which shall be appointed as the President Commissioner and the Vice President
Commissioner”. Such amendment has been notified to MOLHR pursuant to Notification Letter No. AHU-AH.01.10-40244 dated 12 December 2011 and registered in the Company Register under No. AHU-0101199.AH.01.09.Tahun 2011 dated 12 December 2011.
As of the issuance date of this Prospectus, the Company has 2 plants which are located at Jl. Raya Anyer Km. 123, Ciwandan, Cilegon, Banten 42447 and Jl. Raya Bojonegara, Desa Mangunreja, Kecamatan Bojonegara, Kabupaten Serang, Banten 42456.
On the date of the issuance of this Prospectus, the Company owns the following Subsidiaries:
No. Subsidiaries
Domicile Business Activities
Establishment Ownership
Subscription Year
Operational Status 1.
PT Styrindo Mono Indonesia West Jakarta
styrene monomer
and ethylbenzene Industry
1990 99.99
2007 Operating
2. Altus Capital Pte. Ltd.
Singapore Finance
2009 100.00
2009 Operating
3. PT
Petrokimia Butadiene
Indonesia West Jakarta
Industry 2010
99.97 2010
Operating 4.
PT Redeco Petrolin Utama Central Jakarta
Tank lease and jetty management services
1986 50.75
through SMI 2007
Operating
Notes:
Such Subsidiaries are previously owned by PT Chandra Asri. After the merger of PT Chandra Asri into the Company took effect in January 2011, those three Subsidiaries became the Subsidiaries of the Company.
Prior to the Merger, 34 of RPU shares was owned by SMI which is the Subsidiary of PT Chandra Asri. Therefore after the Merger, RPU is an associated company of the Company. Subsequently, based on the Deed of Acquisition No. 8 dated 10 September 2012, drawn before Jose Dima Satria, S.H., M.kn., Notary in South Jakarta Administrative
Municipality, Leisuretivity Pte Ltd sold and transferred its 3,090 shares in RPU to SMI.
The capital and shareholding composition who owns 5 or more of the issued and paid up capital of the Company as of 31 August 2013, pursuant to the Shareholders Register issued by PT Raya Saham Registra as the Share Registrar appointed by the Company is as follows:
Description Nominal Value of Rp1,000 per share
Total Shares Nominal Value Rp
Authorized Capital 12,264,785,664
12,264,785,664,000 Issued and Paid Up Capital
PT Barito Pacific Tbk 1,819,769,755
1,819,769,755,000 59.35
SCG Chemicals Co., Ltd. 923,444,925
923,444,925,000 30.12
Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
Public respectively less than 5 153,619,550
153,619,550,000 5.01
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100.00
Total Shares in Portfolio 9,198,589,248
9,198,589,248,000
2. Limited Public Offering I
The Board of Directors, on behalf of the Company, hereby conducts Limited Publ ic Offering I “LPO I” in relation to the issuance of Pre-Emptive
Rights “HMETD” to the shareholders of the Company in a 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 the shares
offered is 7.20 seven point two zero percent of the issued and fully paid-up capital of the Company. Each shareholders of the Company whose name is registered in the Shareholders Register of the Company on 13 November 2013, at 16.00 WIB who holds 500 five hundred
Existing Shares is entitled to 36 thirty-six HMETD, whereas 1 one HMETD shall entitle its holder to purchase 1 one New Share of the Company at an Exercise Price of Rp6,750 six thousand seven hundred and fifty Rupiah per share, which must be fully paid upon submitting
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
x Company’s authorized capital stock and will be listed on the Indonesia Stock Exchange “IDX” with due observance of prevailing rules and
regulations. Proceeds obtained from this LPO I is in the amount of Rp. Rp1,490,171,458,500 one trillion four hundred and ninety billion one hundred and 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 proceeds 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.
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. 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.
If SCG Chemicals, Marigold Resources and public subscribe all of their HMETD
, the Company’s capital structure and shareholders composition prior to and after LPO I on a pro forma basis shall be as follows:
Description Before LPO I
After LPO I Nominal Value Rp1,000 per share
Nominal Value Rp1,000 per share Number of
Shares Nominal Value Rp
Number of Shares
Nominal Value Rp Authorized Capital
12,264,785,664 12,264,785,664,000
12,264,785,664 12,264,785,664,000
Issued and Paid-up Capital
- PT Barito Pacific Tbk. 1,819,769,755
1,819,769,755,000 59.35
1,819,769,755 1,819,769,755,000
55.36 - SCG Chemicals Co., Ltd.
923,444,925 923,444,925,000
30.12 989,932,960
989,932,960,000 30.12
- Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
181,556,263 181,556,263,000
5.52 - Public respectively below 5
153,619,550 153,619,550,000
5.01 164,680,158
164,680,158,000 5.01
- Magna Recources Corporation Pte. Ltd. -
- -
131,023,422 131,023,422,000
3.99
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100.00
3,286,962,558 3,286,962,558,000
100.00 Total Shares in Portfolio
9,198,589,248 9,198,589,248,000
8,977,823,106 8,977,823,106,000
If Barito Pacific, Marigold Resources and public do not exercise all of their HMETD , the Company’s capital structure and shareholders
composition prior to and after LPO I on a pro forma basis shall be as follows:
Description Before LPO I
After LPO I Nominal Value Rp1,000 per share
Nominal Value Rp1,000 per share Number of
Shares Nominal Value Rp
Number of Shares
Nominal Value Rp Authorized Capital
12,264,785,664 12,264,785,664,000
12,264,785,664 12,264,785,664,000
Issued and Paid Up Capital
- PT Barito Pacific Tbk. 1,819,769,755
1,819,769,755,000 59.35
1,819,769,755 1,819,769,755,000
55.36 - SCG Chemicals Co., Ltd.
923,444,925 923,444,925,000
30.12 989,932,960
989,932,960,000 30.12
- Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
169,362,186 169,362,186,000
5.15 - Magna Resources Corporation Pte. Ltd.
- -
- 154,278,107
154,278,107,000 4.69
- Public respectively below 5 153,619,550
153,619,550,000 5.01
153,619,550 153,619,550,000
4.67
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100.00
3,286,962,558 3,286,962,558,000
100.00 Total Shares in Portofolio
9,198,589,248 9,198,589,248,000
8,977,823,106 8,977,823,106,000
The HMETD holders who do not use their right to subscribe for new shares in LPO I, may sell their rights to other parties commencing from 15 November 2013 up to 21 November 2013, either on or outside the IDX pursuant to Rule No. IX.D.1.
The shares ownership of existing shareholders, who do not exercise their HMETD to subscribe for new shares in LPO I based on their HMETD, will be diluted in a maximum of 6.72 six point seventy-two percent.
