- 119 - For example, the calculation of the value of HMETD as set out below is one of ways to calculate the value of HMETD Certificate, but it does not
guarantee that the result of calculation of the value of HMETD will represent the actual value of HMETD applied in the market. The explanation below is expected to provide a general description to calculate the value of HMETD Certificate:
Assumption: Assumed Market Price per share
= Rpa Exercise Price
= Rpb Outstanding Shares prior to the LPO I
= A Offered Shares in the LPO I
= B Rpa x A + Rpb x B
Theoretical Value of New Shares Ex-HMETD = A + B
= RpX Value of HMETD per share
= RpX – Rpb
6. Use of HMETD Certificate
The HMETD Certificate is evidence of HMETD granted by the Company to the HMETD holders to subscribe for the New Shares. The HMETD Certificate will only be issued to the shareholders who have not converted their shares into scripless form and it shall be used to subscribe for
New Shares. Copies of HMETD Certificate will not be valid. HMETD Certificate may not be converted unti cash or any other maneer and other forms of securities of the Company. HMETD Certificate for HMETD holders in collective depository at KSEI will be provided by KSEI through a
Member of Stock Exchange or Custodian Bank. 7.
Fractional HMETD
In accordance with Rule No. IX.D.1, in the event that a shareholder is entitled to a number of HMETD, which includes a fraction of HMETD, such fractional HMETD would not be delivered to the shareholder, but would be aggregated by the Company to be sold so that the Company will
issue HMETD in a whole number, and subsequently the proceeds would be deposited into the Company’s account.
8. Others
The terms and conditions of HMETD are governed and subject to applicable laws in the Republic of Indonesia. All expenses incurred in the transfer of HMETD shall be borne by the HMETD Certificate Holders or the potential holder of HMETD. For further information regarding the
HMETD, the investor may contact the Share Registrar for this LPO I.
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XVI. Information on Standby Buyer
Based on Standby Purchase Agreement of Shares of PT Chandra Asri Petrochemical Tbk dated 25 September 2013, as amended and restated by 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 Pte., Ltd shall act as standby buyer will subscribe all of the remining shares offered which are not subscribe by the HMETD Holders in this LPO I
“Rump Shares”. The obligations of the Standby Buyer under the Standby Purchase Agreement are conditional on the following conditions precedent having been
satisfied or waived in writing by the Standby Buyer at the latest prior to the EGMS: a.
the Company’s representations and warranties, as contained herein are accurate and correct on the date of the signing of this Standby Purchase Agreement, and on the date where the Registration Statement becomes effective and the Company has complied with the
provisions under the Standby Purchse Agreement; b.
obtain a letter from OJK stating that OJK does not require any additional information and does not have any further written comments on the Registration Statement that has been submitted to OJK;
c. i the Standby Purchase Agreement is still valid, ii the Company and the Standby Buyer neither violate nor fail to meet their obligations
under the Standby Purchase Agreement, and iii the condition precedents have been satisfied or waived; d.
The Company shall have delivered a legal opinion issued by Assegaf Hamzah Partners, legal consultant of the Company, addressed to the Company as required by OJK in relation to LPO I, to the Standby Buyer no later than 2 Business Days prior to the date EGMS.
This agreement shall be effective upon the signing of this Agreement and will be automatically terminated in the event that: i
approval from the EGMS is not obtained; or ii
All of the obligation of the Company and Standby Buyer has been met. This agreement may be terminated by either party no later than 2 Business Days prior to the EGMS in the event that:
i After the date of this Agreement, any of the following occur: a any changes in the political or economic conditions in Indonesia or
international which has a negative impact to the Company, or b any material suspension or restriction on the trading of securitie on IDX, or c any disruption in securities transaction settlement in Indonesia or clearing service in Indonesia, or d any war or national disaster in
Indonesia which has a direct adverse impact to the LPO I; or
ii One of the Parties fails to meet the terms and conditions of the Standby Purchase Agreement and such breach is not remedied within no
later than 2 two Business Days prior to EGMS. Based on the Statement Letter from Magna Resources Corporation Pte. Ltd dated 27 September 2013 regarding the Sufficiency of Fund with
regard to the Limited Public Offering I to the Shareholders of PT Chandra Asri Petrochemical Tbk with HMETD, Magna Resources stated that with regard to this LPO I, Magna Resources has agreed to act as a standby buyer to subscribe all remaining shares which is issued in this LPO
I, which are not subscribed by the existing shareholders, and Magna Resources has sufficient fund and therefore able to purchase and subscribe all of the remaining shares issued in LPO I.
Magne Resources is affiliated with the Company whereas Magna Resources is an indirect controller of the Company through PT Barito Pacific Tbk as the majority shareholder of the Company.
Information on Standby Buyer: Magna Resources is a company under the law of Singapore, having its address at 1 Raffles Place, 39-01, One Raffles Place, Singapore
048616. Magna Resources is wholly owned by Thelveton Global Asset Limited. Business Activies
The business activities of Magna Resources, among others, is to operate as a holding company. On the date of the issuance of this Prospectus, the member of the Board of Directors of Magna Resources is:
Director: Prajogo Pangestu Director: Nancy Pangestu Tabardel
Director: Goh Hui Chen Wu Huizhen.
