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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
3. Description on Standby Buyer
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”, 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 the LPO I at an Exercise Price of Rp. 6,750 six thousand seven hundred and fifty Rupiah 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.
Listing New Share from LPO I on The IDX New Shares from LPO I will be listed on IDX along with the shares that have been listed previously by the Company. The listing of the New
Shares with regard to this LPO I is in the 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 share offered in the LPO I is
7.20 seven point twenty percent of the issued and fully paid-up capital of the Company. If the new shares with regard to this LPO I have been listed in IDX, thus
the total of the Company’s shares listed in IDX is in the amount of 3,286,962,558 three billion two hundred and eighty- six million nine hundred and sixty two thousand five hundred and fifty eight common shares.
AS OF THE DATE OF THE ISSUANCE OF THIS PROSPECTUS, THE COMPANY DOES NOT HAVE PLAN TO ISSUE OR LIST ANY OTHER SHARES ANDOR OTHER SECURITIES WHICH MAY BE CONVERTED INTO SHARES WITHIN 12 TWELVE MONTHS AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
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II. Use Of Proceeds
The proceeds which is obtained from LPO I, after deducting all expenses relating to the LPO I, will be used for: a. Approximately 81 eighty-one percent of the LPO I proceeds to fund the capital expenditures for naphta cracker capacity expansion
project. The said increase of naphta cracker capacity will use licensed technology from Lummus Technology, Inc Lummus. The commencement of the work will be on the 4
th
quarter of 2013 and expected to be completed by the end of 2015. Lummus is not an affiliated of the Company.
The purpose of the project is to increase the ethylene production capacity from 600 ktpa to 860 ktpa. The benefits obtained from such increase are, inter alia, to obtain larger economic scale and the increase of the profit levels and
the capacity of the Company’s downstream production by ensuring a greater availability of feedstock supply.
b. Approximately 19 nineteen percent of the LPO I proceeds for shares subscription in PBI, whereby PBI will use it for shares subscription in SRI, a joint venture company between
PBI, the Company’s Subsidiary, and Compagnie Financiere Du Groupe Michelin Senard et Cie to construct a new synthetic butadiene rubber
“SBR” facility The objectives of this joint venture is to create vertical integration level that will
provide the Company with a greater benefit. The shares subscription into PBI is an affiliated transaction which is exempted pursuant to Rule No. IX.E.1 since such transaction is
conducted by and between the Company and PBI, which 99.97 of its shares is owned by the Company. In accordance with Bapepam and LK Circular Letter No. SE-05BL2006 dated 29 September 2006 on Disclosure on Information on the
Expenses Incurred in relation to Public Offerings, the estimated expenses incurred by the Company excluding the VAT are approximately 0.268 zero point two hundred and sixty eight percent of the LPO I value, which includes:
Capital Market Supporting Professionals fees, i.e. public accountant fees of approximately 0.137, legal counsel fees of approximately
0.093, Share Registrar fees of approximately 0.004 and Notary services fees of approximately 0.002;
IDX’s listing fees of approximately 0.010; Miscellaneous fees printing and advertisement of approximately 0.022.
Until all proceeds from the LPO I has been utilized, the Company shall report on the realization of the use of proceeds obtained from LPO I to OJK periodically every 3 three months until all proceeds has been utilized entirely, in accordance with the Rule No. X.K.4.
If the Company wishes to amend the use of proceeds from the initial plan as set out in this Prospectus, such amendment shall be first reported to OJK along with the reason and explanation of such proposed amendment, and shall obtain prior approval from the GMS in accordance with
Rule No. X.K.4. If in the future, the use of proceeds caused any material transaction andor affiliated transaction or conflict of interest transaction, the Company
will be subject to Rule No. IX.E.2 and Rule No. IX.E.1.
