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Subsequently, upon expiry of the lock-up period under the ESA program, the ESA Program Participants are allowed to sell such shares through the IDX or outside the IDX, and the following tax provisions shall
apply on such sales: a.
Sales executed through the IDX shall be subject to a final tax of 0.1 of the transaction value. b.
Sale of shares executed outside the IDX shall be subject to tax, which shall be calculated based on the capital gain received by the participant at a progressive tax rate in accordance with the
prevailing tariff.
B. Management and Employee Stock Option Program the MESOP
Stock Options may be exercised to purchase up to 187,500,000 shares of the Company, representing up to 3.0 of the Company’s total issued and paid-in capital following the completion of the Initial Public
Offering, which shall be issued from the Company’s portfolio.
Employees who satisfy the following criteria are eligible to participate in the MESOP: a. Management, consisting of the active members of the Directors and Board of Commissioners on the
issuance of the stock options, with the exception of Independent Commissioners. b. Senior employees as determined by the Directors, i.e. a senior manager with tenure of at least 10
years, an assistant general manager with tenure of at least two years and a general manager. MESOP participants are eligible to receive stock options in every phase that shall be determined by the
Company’s Directors on the fourteenth Business Day prior to the distribution date of the stock options of each phase.
The source of funds for the implementation of the MESOP should come from the MESOP participants. All of the ordinary registered shares which have been issued and fully paid, including the Offering Shares
and shares purchased upon the exercise of stock options from the MESOP shall have the same and equal rights in all matters, including the right to receive dividend distribution, the right to cast vote in a
GMS, the right to receive bonus share distribution and preemptive rights as set out in the Companies Law and Capital Market Law.
The Company’s shares issued upon the exercise of the stock options pursuant to the MESOP will be listed on the IDX.
MESOP Exercise Phases
The stock options under the MESOP shall be issued in three phases, namely: Phase I
30.0 of the total Stock Options to be issued under the MESOP shall be issued by no later than 60 days subsequent to the Listing Date.
Phase II 30.0 of the total Stock Options to be issued under the MESOP shall be issued on the
first anniversary of the Listing Date. Phase III
40.0of the total Stock Options to be issued under the MESOP shall be issued on the second anniversary of the Listing Date.
The MESOP will be implemented in accordance with Listing Regulation No. I-A, Annex II to the Decree of the Directors of PT Bursa Efek Indonesia No. Kep-00001BEI01-2014 dated January 20, 2014. The
MESOP will be administered by the Directors under the supervision of the Board of Commissioners and shall be reported in the GMS.
•
Stock Options issued pursuant to the MESOP may be used to purchase shares in the Company for a period of five years from the Option Life.
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•
Each option may be used to purchase one new share in the Company, which shall be issued from the Company’s Portfolio, upon payment of the exercise price in full.
•
The Stock Options shall be subject to a Vesting Period of one year from their date of grant. Stock Option holders will not be able to exercise their options to buy Shares in the Company until the
Vesting Period has expired.
•
Upon expiry of the Vesting Period, Stock Option holders will have the right to exercise their options to buy new shares in the Company during an exercise window, which will be for a period of up to 30
Exchange Days. The Company will open up to two exercise windows in a year.
The procedures and practices of the ESA program and the MESOP shall be determined by the Directors in accordance with the prevailing laws and regulations.
MESOP Exercise Price
The exercise price will be determined in accordance with the provisions of point V.2.2 of the Listing Regulation I-A, Annex I to the Decree of the Directors of PT Bursa Efek Jakarta No. Kep-305BJ07-2004
dated July 19, 2004, which shall be not less than, 90.0 of the average closing price of the Company’s shares on the IDX during the 25 consecutive Exchange Days immediately preceding the date of the
notice given by the Company of the exercise period in relation to MESOP.
Tax Aspect of the MESOP
There is no tax aspect that is applicable to the Company or the MESOP participants receiving Stock Options. If, subsequent to the lock-up period, the MESOP participants exercise their rights to purchase
shares by paying the exercise price, and sell the shares acquired pursuant to the exercise of such Stock Options, the following tax regulations shall apply:
a Sales executed through the IDX shall be subject to a final tax of 0.1 of the transaction value. b Sale of shares executed outside the IDX shall be subject to tax, which shall be calculated based on
the capital gain received by the MSEOP participant at a progressive tax rate in accordance with the prevailing tariff.
Upon subscription of all the Offering Shares and the implementation of the ESA program and the MESOP in this Initial Public Offering, the Company’s capital structure and shareholder composition prior
to and immediately following the completion of the Initial Public Offering on a pro forma basis shall be as follows:
Share capital comprising of ordinary registered shares
with a nominal value of Rp100 per share
Description Prior to the Initial Public Offering
Subsequent to the Initial Public Offering and ESA Program and the MESOP
Number of Shares
Total Nominal Value Rp
Number of Shares Total Nominal
Value Rp Authorized Capital
20,000,000,000 2,000,000,000,000
20,000,000,000 2,000,000,000,000
Issued and Fully paid-in capital - PT Integra Indo Lestari
4,956,950,000 495,695,000,000
99.14 4,956,950,000
495,695,000,000 77.00
- PT Sinergi Mentari Alam 43,050,000
4,305,000,000 0.86
43,050,000 4,305,000,000
0.67 - Public
- -
- 1,243,750,000
124,375,000,000 19.32
- ESA Program -
- -
6,250,000 625,000,000
0.10 - MESOP
187,500,000 18,750,000,000
2.91
Total Issued and Fully paid-in capital
5,000,000,000 500,000,000,000
100.00 6,437,500,000
643,750,000,000 100.00
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Description Prior to the Initial Public Offering
Subsequent to the Initial Public Offering and ESA Program and the MESOP
Number of Shares
Total Nominal Value Rp
Number of Shares Total Nominal
Value Rp Shares in Portfolio
15,000,000,000 1,500,000,000,000
13,562,500,000 1,356,250,000,000
Listing of the Company’s Shares on the IDX
Simultaneous with the listing of the Offering Shares, the Company, on behalf of the founding Shareholders, will also list 5,000,000 shares which were issued prior to the Initial Public Offering.
Accordingly, the total number of shares that will be listed by the Company on the IDX will be up to 6,250,000,000 shares or 100.0 of the Company’s total issued and fully paid-in capital immediately
following the completion of the Initial Public Offering.
THE COMPANY HAS NO INTENTION TO ISSUE ANDOR LIST NEW SHARES OR OTHER CONVERTIBLE SECURITIES OTHER THAN THE STOCK OPTIONS OFFERED THROUGH THE
MESOP, WITHIN A PERIOD OF 12 MONTHS SUBSEQUENT TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
THE COMPANY’S SHAREHOLDERS, IIL AND SMA, HEREBY DECLARE THAT THEY WILL NOT SELL THEIR SHARES IN THE COMPANY FOR A PERIOD OF SIX MONTHS FROM THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.
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II. USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING
Proceeds from the Initial Public Offering, after deducting the aggregate estimated expenses incurred in relation to the Initial Public Offering, shall be used for the following purposes:
• Approximately 90.0 of the net proceeds from the Initial Public Offering will be used by the Group to
finance capital expenditures, namely: the procurement of machinery and equipment, in line with the Group’s business development, the acquisition of land and the opening of retail outlets. The capital
expenditure will be made in the Group’s manufacturing and retail and distribution segments. The planned capital expenditure in the manufacturing segment which will be undertaken by the Group,
including Intertrend andor Interkraft and or new subsidiaryies that have not been established at the date of this Prospectus, includes procuring land, factory and production machinery for the production
of new products, such as wooden flooring, floor base and wooden blinds. The location of the plant is intended to be in close proximity to the Group’s existing plants in the Sidoarjo and Lamongan
districts. The types of machinery required include rotary, clipper, cross cut, molding, finger joint, finishing and conveyor engines. Some of the machinery will be purchased from local companies and
some will be imported from the People’s Republic of China. These new products have a relatively large market in the US, the People’s Republic of China, and European countries. The Company’s
andor its Subsidiaries’ customers in the US and the People’s Republic of China are potential customers for these new products.
Capital expenditure in the retail and distribution segment, which will be made through Integriya, is intended to expand the business through the opening of retail outlets in major cities such as Greater
Jakarta, Bandung, Surabaya, Makassar and Denpasar. In addition, the Company will also purchase land and buildings in Greater Jakarta which will be used as a distribution center that will support
retail and distribution sellers for, in particular, the Jakarta area as well as the western part of Indonesia in general. The Company believes in the potential purchasing power and consumer
appetite in these cities based on consumer profiling and expects that the demand for the Company’s products will be sufficiently high.
• The remaining proceeds will be used by the Group as working capital, among others, to finance
procurement of raw materials, payment of trade payables, production costs, marketing expenses, and others.
Transfer of proceeds from the Initial Public Offering to the Subsidiaries of the Company shall be made in the form of additional paid-in capital by the Company in the Subsidiaries.
If the proceeds from the Initial Public Offering have not been fully utilized, temporary placement of such proceeds shall be made by the Company having regard to the security and liquidity of such placement,
and such placement shall generate a fair financial return to the Company and comply with the prevailing laws and regulations.
If the net proceeds from the Initial Public Offering is insufficient for the above intended uses, the Company has other financing options based on its financial ratios, such as its internal cash flows, bank
loans andor bonds to finance its intended use of proceeds.
Pursuant to OJK Regulation No. 30 of 2015, the Company is required to submit a report regarding the use of proceeds from the Public Offering to the OJK periodically, i.e. every six months, until all the
proceeds from the Public Offering has been utilized. If the Company intends to change the planned use of proceeds, the Company shall inform the OJK of the plan and reason for such change of use of
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proceeds from the Initial Public Offering as well as announce the GMS agenda to the OJK and seek the approval from GMS.
If any transaction to be entered into by the Company using the net proceeds of the Initial Public Offering is for an affiliated party transaction, a transaction involving conflict of interests or a material transaction,
the Company is required to comply with the provisions set forth in Regulation No. IX.E.1 andor Regulation No. IX.E.2.
In accordance with the OJK Regulation No. 8 of 2017, the total cost incurred by the Company in relation to the Initial Public Offering is approximately 3.89 of the net proceeds from the Initial Public Offering
and comprises: •
Underwriting fee of approximately 0.25; •
Management fee of approximately 1.25; •
Selling fee of approximately 0.25; •
Professional fees of approximately 0.94, which comprise of: public accountant fee of approximately 0.22, legal counsel fee of approximately 0.68, and notary fee of approximately 0.04.
• Institutional fees of approximately 0.05, which comprise of: share registrar fee of approximately
0.05. •
Other fees registration statement to the OJK, registration fee to KSEI, listing fee on the IDX, printing, advertisement, public exposure and others of approximately 1.15
THE COMPANY HEREBY DECLARES THAT THE IMPLEMENTATION OF THE USE OF PROCEEDS FROM THE INITIAL PUBLIC OFFERING WILL MEET ALL PREVAILING CAPITAL MARKETS
REGULATIONS.
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III. STATEMENT OF INDEBTEDNESS
As of December 31, 2016, the Company had total liabilities of Rp1,651,841,228,669, consisting of current liabilities of Rp1,101,358,728,673, and non-current liabilities of Rp550,482,499,996. The figures
are derived from the consolidated balance sheet of the Company as of December 31, 2016, which was audited by Teramihardja, Pradhono Chandra Rödl Partner, Registered Public Accountants, with an
unmodified opinion and an emphasis of matter in relation to the change in the functional currency from USD to Rupiah in its report signed by Agustina Felisia.
in Rupiah
Description As of December 31, 2016
Current Liabilities Bank and Non-Bank Financial Institution Loans
907,825,110,478 Trade Payables
72,604,179,566 Other Payables
5,654,871,991 Accrual Expenses
11,449,731,647 Taxes Payable
43,462,855,487 Advance from Customers
24,792,817,188 Current Maturities of Long-Term Liabilities
Bank and Non-Bank Financial Institution Loans 26,475,634,258
Obligation Under Finance Lease 9,093,528,058
Total Current Liabilities 1,101,358,728,673
Non-Current Liabilities Long-term Liabilities, Net of Current Maturities
Bank and Non-Bank Financial Institution Loans 160,818,401,206
Obligation Under Finance Lease 9,039,813,743
Other Payables 141,314,372,925
Deferred Tax Liabilities 212,078,470,513
Employee Benefits Liabilities 27,231,441,609
Total Non-Current Liabilities 550,482,499,996
Total Liabilities 1,651,841,228,669
1. Current Liabilities a. Bank and Non-Bank Financial Institution Loans
