damages in terms of the shareholder are unable to return the interim dividend referred to above.
10. Information on Subsidiaries
This following
is brief
information regarding
the subsidiaries:
Name of Company Business Activit y
Percenta ge of
ow nersh ip
Year of Participa
tion Operationa
l Status Location
PT Roundhill Capit al Indonesia Invest m ent in shar es
99,016 2006
Jakar t a PT Kuansing Int i M akm ur
Coal Tr ading and Explorat ion
99,998 2009
Operat ion Bungo, Jam bi
PT Tr isula Kencana Sakt i Coal M ining
70,000 2010
Operat ion Nor t h Barit o, Cent ral
Kalim ant an PT Bor neo Indobara t hrough RCI
Coal M ining 98,095
2006 Operat ion
Tanah Bum bu, Sout h Kalim ant an
PT Tanjung Belit Bar a Ut am a t hrough KCP
Coal M ining 99,798
2010 Bungo, Jam bi
PT Karya Cem erlang Per sada t hrough KIM
Coal M ining 99,998
2010 Bungo, Jam bi
PT Bungo Bara Ut am a t hrough KIM Coal M ining
99,998 2010
Bungo, Jam bi PT Bara Har m onis Bat ang Asam
t hrough KIM Coal M ining
99,998 2010
Operat ion Bungo, Jam bi
PT Berkat Nusant ara Perm ai t hrough KIM
Coal M ining 99,998
2010 Bungo, Jam bi
PT M anggala Alam Lest ar i Coal M ining
99,992 2009
M usi Banyuasin, Sout h Sum at era
PT Nusa Indah Perm ai t hrough M AL Coal M ining
99,982 2010
M usi Banyuasin, Sout h Sum at era
PT DSSP Pow er Sum sel Pow er Gener at ion
5,000 2011
Jakar t a
Source: The Company
11. Material Case
As of the date of publication of this prospectus, BIB was recorded in a civil case which at present has been final and
binding as follows: a. RCI and BIB were recorded in a civil case each in its
capacity the defendant II and the defendant III against GE Haryanto as the plaintiff. On June 23, 2008, the Central
Jakarta District Court through the Decision on Case No.363PDT.G2007PN.JKT.PST adjudicated to reject the
plaintiff’s claims. Furthermore, the Jakarta High Court by Decision No. 608PDT2008PT.DKI, dated January 12, 2009
decided to strengthen the Central Jakarta District Court Decision No.363PDT.G2007PNJKT.PST dated June 23, 2008
which were filed the appeal. This civil case has been decided at the last levelcassation by the Supreme Court
by Decision No. 1680.KPDT2009, dated March 18, 2010 rejected an appeal from the plaintiffcassation applicant;
and b. The PKP2B holders including BIB through the Association of
Coal Mining Indonesia “APBI” a
pplied for judicial review to the Supreme Court of Regulation Minister of Finance No.
95PMK.022005, dated October 11, 2005 as amended by Regulation of Ministry of Finance No. 131PMK.0102005
dated December 23, 2005 which establishes coal as an object of export levies. The request has been decided at
the first level District Court and the last level by the
Supreme Court by Decision No.07PHUMTAHUN 2006, dated July 21, 2006 which basically won the APBI and states that
the Regulation
of Minister
of Finance
No. 131PMK.0102005,
dated December
23, 2005
declared annulled by law and ordered the Minister of Finance to
immediately revoke the regulation. Other that the cases mentioned above, the Company and its
Subsidiaries are not facing subpoena, reprimand, and not involved
in dispute
or claim
either in
court or out of court, that is material and has no impact on
business activities and operations of the Company and its subsidiaries or subpoena, reprimand or dispute or claim
against the assets or shares ownership in the Company and its subsidiaries.
I. PUBLIC OFFERING
The Managing Underwriter and the Underwriters on behalf of the Company hereby conduct a public offering of 882,353,000
eight hundred and eighty-two million three hundred and fifty three thousand registered common shares, or 15 fifteen
percent of all issued and fully paid capital after the public offering with par value of Rp100 one hundred Rupiah per
share, with the Offering Price of Rp2,500 two thousand five hundred Rupiah per share to be paid in full at the time
submitting the Share Subscription Order Form, therefore the total value of the shares is Rp2,205,882,500,000 two trillion
two hundred and five billion eight hundred and eighty two million five hundred thousand Rupiah.
The shares offered in this Public Offering will give the hold-ers thereof the same and equal rights in all respects as
and to those of other shares in the Company which have been issued and fully paid, including the right to dividend
distribution.
Main Business Activities: Engaged in Mining Sector through Subsidiaries and Coal Trading
Based in Central Jakarta, Indonesia HEAD OFFICE
Plaza BII Tower II 27th Floor Jalan M.H. Thamrin No. 51
Jakarta 10350 Phone: 0881-110 -9999
Fax: 021 3199 0319 E-mail : corsecgoldenenergymines.com
Website : www.goldenenergymines.com
THE MAIN RISK FACED BY THE COMPANY IS THE RISK OF SIGNIFICANT COAL PRICE FLUCTUATION. OTHER BUSINESS RISKS CAN BE SEEN IN
CHAPTER VI OF THIS PROSPECTUS
The Company is domiciled in Central Jakarta, is a limited liability company established under and based on existing rule
and regulations in the Republic of Indonesia under the name PT Bumi Kencana Eka Sakti by the Deed of Establishment No. 81
dated March 13, 1997, made before Imam Santoso, SH, Notary in
Jakarta “Deed of Establishment”. The Deed of Establishment
has been approved by the Minister of Justice pursuant to Decision No. C2-7.922.HT.01.01 TH.98 dated June 30, 1998 and
has been registered in the Company Register in accordance with UUWDP No. TDP 090515142049 in the Company Registration Office
of Central
Jakarta Municipality
under No.
2178BH 09.05XI2000 dated November 7, 2001 and has been published in
the State Gazette No.30 dated April 12, 2002, Additional No.3667.
Company changed its name from its original name “PT Bumi Kencana Eka Sakti” to become “PT Golden Energy Mines Tbk.”,
based on the decision of the Company’s shareholders as set forth in the Deed of Meeting Decision Statement PT Bumi
Kencana Eka Sakti No. 43, dated November 16, 2010, made before Linda Herawati, SH, Notary in Central Jakarta.
Articles of Association have been amended several times and last modified in accordance with the Deed of Meeting
Decision Statement of PT Bumi Kencana Eka Sakti No. 43, dated November 16, 2010, made before Linda Herawati, SH, Notary in
Central Jakarta. The Deed of Meeting Decision Statement of PT
Bumi Kencana Eka Sakti No. 43 dated November 16, 2010 has obtained approval from the Ministry of Justice pursuant to
Decision No. AHU-54931.AH.01.02.Year 2010 dated November 23, 2010, has been registered in the Company Register No. AHU-
0084940.AH.01.09. Year 2010 dated November 23, 2010 and has been received and noted in the database of Legal Entities
Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia No. AHU-AH.01.10-30717 dated
November 30, 2010 and has been registered in the Company Register No. AHU-0086853.AH.01.09.Year 2010 dated November 30,
2010, of which contents among others are the approval of the Companys status alteration from a Closely Held Company to a
Publicly listed Company, alteration of all provisions of the Company’s Articles of Association within the framework of
adjustment with the regulation of Bapepam-LK No. IX.J.1, and alteration of the Company’s name as mentioned above.
Since inception, the Company has a major business operation in mining sector through the subsidiaries and Coal
Trading. The
Company’s capital
structure and
shareholders’ composition on the date this Prospectus is published is was
set forth in the Deed No. 74 dated October 22, 2010, prepared by Hannywati Gunawan, SH, Notary in Jakarta, where the deed
has obtained approval from the Minister Law based on the Decision No. AHU-50927.AH.01.02.Year 2010 dated October 29,
2010, registered
in the
Company Register
No. AHU-
0078459.AH.01.09.Year 2010 dated October 29, 2010, restated in Deed. No. 43 dated November 16, 2010, made before Linda
Herawati, SH, Notary in Jakarta, which is as follows:
Description Par Value of Rp100,- per share
Total Shares Total Par Value Rp
Aut horized Shar e Capit al 20,000,000,000
2,000,000,000,000 Issued and Fully Paid
PT. Dian Sw ast at ika Sent osa Tbk 4,999,990,000
499,999,000,000 99.99
PT Sinar M as Cakraw ala 10,000
1,000,000 0.01
Tot al Issued and Fully Paid 5,000,000,000
500,000,000,000 100.00
Port folio Shares 15,000,000,000
1,500,000,000,000
1. PENAWARAN UMUM PERDANA
By letter
of Bapepam-LK
No. S-12171BL2011
dated November 9, 2011, the Company’s Statement of Registration in
order to conduct an Initial Public Offering of 882,353,000 eight hundred and eighty two million three hundred and fifty
three thousand of Registered Common Shares derived from the portfolio with par value of Rp100 one hundred Rupiah per
share has become effective. Upon the sale of all the shares being offered in this
Public Offering, the capital structure and shareholders’ composition of the Company before and after this Public
Offering are as follows:
Description Before IPO
After IPO Tot al Shares
Tot al Par Value Rp
Total Shares Total Par Value
Rp
A. Aut horized Share Capit al Par Value of Rp100,-
20,000,000,000 2,000,000,000,000
20,000,000,000 2,000,000,000,000
B. Issued and Fully Paid PT Dian Sw ast atika
Sent osa Tbk 4,999,999,000
499,999,000,000 99.99
4,999,999,000 499,999,000,000
84.99 PT. Sinar M as Cakraw ala
10,000 1,000,000
0.01 10,000
1,000,000 0.01
Public -
- -
882,353,000 88,235,300,000
15.00 Tot al Issued and Fully Paid
5,000,000,000 500,000,000,000
100.00 5,882,353,000
588,235,300,000 100.00
C. Port folio Shares 15,000,000,000
1,500,000,000,000 14.117.647.000
1.411.764.700.000
All the shares offered in this Public Offering consist of new shares derived from the Portfolio that will give the holders
thereof the same and equal rights in all respects as and to those of other shares in the Company which have been issued
and fully paid, among others are voting right, right to divident distribution, Bonus Share, and Pre-Emptive Right.
In conjunction with the listing of 882,353,000 eight hundred and eighty two million three hundred and fifty three thousand
Registered Common Shares at this Public Offering or 15.00 fifteen percent from all issued and fully paid share capital
after Public Offering, the Company will record 5,000,000,000 five billion shares belonging to the founding Shareholders,
therefore the number of shares listed in the Indonesia Stock Exchange
after this
initial Public
Offering will
be
5,882,353,000 five billion eight hundred and eighty two million three hundred and fifty three thousand shares or 100
one hundred percent from all issued and fully paid share capital.
2. Summary of Strategic Agreement