PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
140
30. MARKETABLE SECURITIES ISSUED continued Subordinated notes sharia mudharabah
On December 22, 2016, the Subsidiary PT Bank Syariah Mandiri “BSM” has issued subordinated notes sharia mudharabah “subnotes mudharabah” BSM 2016 with a nominal value of Rp375,000.
Subnotes Mudharabah are securities issued in the form of letter recognition of long-term liabilities tenor of 7 years with the following terms and conditions:
- Profit sharing is calculated by multiplying the nisbah of BSM’s subnotes mudharabah shareholders
with revenue which is distributed and listed in the unaudited last-quarter financial statements and approved by BSM’s Directors not later than 10 ten days before the payment date of the profit
sharing.
- The distributed revenue was obtained from the financing portfolio of revenue denominated in
Rupiah blended of BSM amounting to 7 seven times of the amount of subnotes mudharabah Funds denominated in rupiah held by the issuer, that is obtained during the one 1 quarter as
listed in each unaudited BSM’s financial report.
- Nisbah provided to the BSM subnotes mudharabah holders’ is 27.07 per annum of the profit
sharing which is paid every three 3 month. Subnotes mudharabah are neither covered by a specific guarantee nor guaranteed by a third party or
by the Republic of Indonesia and not included in the Bank Guarantee Program implemented by Bank Indonesia or other guarantee institution in accordance to the prevailing law and regulation and in
accordance with article 17 paragraph 1 letter f of FSA Regulation No. 21POJK.032014. Subnotes mudharabah are liability of the Subsidiary that is subordinated.
During the validity period of subnotes mudharabah and before the redemption of all of principal and profit sharing, BSM is obliged to: i maintain the CAR Capital Adequacy Ratio of not less than 12
twelve percent; ii ensure that the subnotes mudharabah will not be owned by more than 50 fifty investors; iii submit to the monitoring agent as follows: the annual financial statements audited no
later than the end of the 4th month after the financial statement date, quarterly financial statements unaudited not later than the end of the 1st month after the financial statement date, financial
statements for the calculation of revenue sharing and BSM Health rating report and self-assessment of the implementation of Good Corporate Governance to the FSA.
BSM without written approval from the monitoring agent, will not do the following: i reduce the issued and paid-in capital; ii undergo a change in its main business; iii undergo a merger, consolidation,
reorganization, except such changes were in accordance with regulations from the Government of Indonesia or Bank Indonesia; iv do a merger, consolidation, acquisition with another entity that will
result in the dissolution of BSM.
Acting as the trustee of subnotes mudharabah year 2016 is PT Bank Mandiri Persero Tbk. The rating of subordinated notes year 2016 as of December 31, 2016, based on Pefindo’s rating is idAA- double
A minus sharia.
On December 19, 2011, BSM issued limited offering of subnotes mudharabah year 2011 with a nominal value of Rp500,000. This subnotes have term of ten 10 years with the right of call option in the fifth
year from the date of issuance with the following terms and conditions:
- Profit sharing is calculated by multiplying the nisbah of BSM’s subnotes nisbah shareholders with revenue which is distributed and listed in the unaudited last-quarter financial statements and
approved by BSM’s Directors not later than 10 ten days before the payment date. - The distributed revenue was obtained from the funding portfolio of revenue denominated in Rupiah
amounting to Rp5,000,000 obtained during the 1 one quarter as listed in each unaudited BSM’s blended financial report.
PT BANK MANDIRI PERSERO Tbk. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2016 and for the year then ended Expressed in millions of Rupiah, unless otherwise stated
141
30. MARKETABLE SECURITIES ISSUED continued Subordinated notes sharia mudharabah continued
- Nisbah provided to the BSM subnotes holders’ is 16.30 per annum of the profit sharing which is paid every three 3 months.
The issuance of BSM Subnotes divided into three 3 phases: -
Phase I dated December 19, 2011 with nominal amount of Rp75,000. -
Phase II dated December 19, 2011 with nominal amount of Rp275,000. -
Phase III dated December 19, 2011 with nominal amount of Rp150,000. Subnotes are neither covered by a specific collateral nor guaranteed by a third party or by the Republic
of Indonesia and not included in the Bank Guarantee Program implemented by Bank Indonesia or other guarantee institution in accordance to with the law and regulation in force. Subnotes are obligation of
the BSM that is subordinated. During the validity period of Subnotes, and before the redemption of all of principal and profit sharing, the BSM is obliged to: i maintain the amount of assets that are not
pledged at a minimum of 150 of total liabilities; ii ensure that subnotes not owned by more than 49 forty-nine investors; iii submit to the monitoring agent financial information as follows: annual audited
financial statements, quarterly financial statements and the financial statements used for the calculation of profit sharing and BSM health rating reports issued by Bank Indonesia.
Without written approval from the monitoring agent, BSM is not allowed to do the following: i reduce the issued and paid-in capital; ii make some changes in business field; iii do a merger or
consolidation or reorganization, except if there was some regulation from the Government or Bank Indonesia; iv do a merger, consolidation, acquisition with another entity that will result to the
dissolution of BSM.
The trustees of BSM’s subnotes mudharabah year 2011 are PT Bank Mandiri Persero Tbk. and PT Bank CIMB Niaga Tbk.
As of December 31, 2015, the rating of BSM subnotes mudharabah year 2011 based on Pefindo’s rating is idAA double A.
On December 19, 2016, BSM has executed its call option right of the subnotes mudharabah year 2011 subnotes BSM amounting to Rp500,000.
Medium Term Notes MTN
To assist with business expansion, mainly in order to support credit financing, on November 18, 2016, the Subsidiary PT Bank Mandiri Taspen Pos
“ Bank Mantap
” issued Medium-Term Notes MTN
PT Bank Mandiri Taspen Pos “
MTN Bank Mantap ”
amounting to Rp350,000 with an interest rate of 9.50 per annum. MTN Bank Mantap has a period of 370 days from the date of issuance, while the
interest is payable on a quarterly basis with the first interest payment due on February 18, 2017.
December 31, 2016 Interest
Maturity Tenor
rate Type
Arranger date
days per annum
Nominal amount
MTN Bank Mantap PT Mandiri Sekuritas
November 28, 2017 370
9.50 350,000
On December 31, 2016, the rating of MTN Bank Mantap Based on Pefindo’s Rating is idA + A plus. Bank Mandiri and its Subsidiaries have made interest payments on securities issued in accordance with
the schedule of interest payments during the years ended December 31, 2016 and 2015. During the years ended December 31, 2016 and 2015, Bank Mandiri and Subsidiaries have fulfilled the
requirements stipulated in the agreement of all issued securities.
