xii
The Company’s operations involve risks that may not be covered by its insurance or may have a material adverse effect on its business.
Compliance with environmental and occupational health and safety laws and regulations may require the Company to incur costs or
restrict its operations in a manner that could have a material adverse effect on our business, financial condition, profitability or cash flows.
If the Company is unable to obtain, renew or maintain its permits, approvals and technology licenses required to operate its business
this may have a material adverse effect on its business.
The ability to compete effectively depends in part on our ability to attract and retain key personnel with relevant industry knowledge. 2. Risk relating to Indonesia
Domestic, regional or global economic changes may materially and adversely affect the Indonesian and global economies and our
business.
Natural disasters may disrupt the Indonesian economy and the Company’s operations that could lead to social unrest and economic
loss.
The Company operates in a legal system in which the application of various laws and regulations may be uncertain, and through the phurchase of the New Shares, the potential shareholders of the New Shares in the future may be exposed to such legal system and
may find it difficult or impossible to pursue claims in respect to the New Shares.
Labor activism and legislation may adversel y affect the Company, the Company’s customers and Indonesian companies in general,
which in turn may affect the Company’s business, financial condition and operational result.
The growht of regional autonomy creates uncertain business environment for the C ompany and may increase the Company’s
business costs.
Fluctuations in the value of the Rupiah may materially and adversely affect our financial conditions and results of operations.
Credit ratings downgrades of the Government or Indonesian companies may materially and adversely affect our business. 3. Risk Relating to Ownership of the Share
The trading price of the Shares has been, and may continue to be, volatile. Future changes on the value of the Rupiah against the U.S. dollar or other currencies will affect the foreign currency equivalent of the
value of the Companys Shares and any dividends. Indonesian laws contain restrictions that could discourage a takeover of the Company.
Investors may not be subject to protection provisions on minority shareholders rights as in other countries. The Company is incorporated in Indonesia and it may not be possible for the investors to effect service of process, or enforce
judgments of a foreign court against the Company in Indonesia. Indonesian laws may apply differently from the laws in other jurisdictions, with regard to the convening of, and the right of
shareholders to attend and vote at, the General Meeting of Shareholders of the Company. There maybe less company information available, and the corporate governance standards may differ, for public companies listed in
the stock exchange in Indonesia as compared to those listed in the stock exchange in other countries.
7. Summary of Financial Statement
The summary of financial statement below is taken from or calculated based on consolidated financial statements of the Company and its Subsidiaries for the six months period ended 30 June 2013 and the year ended 31 December 2012 which were audited by Public Accounting
Firm, Osman Bing Satrio Eny, member firm of Deloitte Touche Tohmatsu Limited and Tenly Wijaya, an accountant, with unqualified opinion, and the consolidated financial statements of the Company and its Subsidiaries for the year ended 31 December 2010 and 2011, which were
audited by Public Accounting Firm, Osman Bing Satrio Rekan member firm of Deloitte Touche Tohmatsu Limited and Bing Harianto, S.J., an accountant, with unqualified opinion.
Consolidated Statements of Financial Position
US ‘000
30 June 2013 31 Dec 2012
31 Dec 2011 31 Dec 2010
Current Assets 693,227
694,849 651,807
625,180 Non Current Assets
1,014,422 992,266
953,115 861,317
Current Liabilities 520,497
484,305 370,362
292,203 Non Current Liabilities
461,717 481,980
436,891 399,632
Equity 725,435
720,830 797,669
794,662
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.
