xvii
increase, with a compounded annual growth rate of 3.6 from 2014 to 2016. The 3.6 growth in 2016 from the previous year is a positive indicator for household expenditure in the US. The sustainable
growth over the historical period suggests that the US working class population is paying attention to their homes and frequently remodeling the interiors of their homes.
Based on the report from Euromonitor, consumer expenditure on wooden furniture in the US grew from USD48.5 billion in 2014 to USD53.1 billion in 2016. This USD53.1 billion expenditure on wooden
furniture represented more than half of the total expenditure on furniture of USD87.8 billion recorded in 2016, illustrating the popularity of wood as the material of choice for furniture among US consumers.
The popularity of wooden furniture among consumers in the US is a trend which is expected to gain further traction going forward. The expected increase in expenditure on wooden furniture is attributed to
the strengthening demand for housing, rise in residential construction activities and discretionary spending increases. Based on Euromonitor’s research, interior designers and consumers alike are
opting for wooden furnishing items for a classier natural look. The US consumers do not look at furniture as a long term investment or something to be kept as an antique. They tend to conduct frequent
remodeling and change the décor of their homes.
Further information in relation to business prospects is presented in Chapter VIII of this Prospectus.
3. DESCRIPTION OF SIGNIFICANT SUBSIDIARIES
As of the date of this Prospectus, the Company owns seven Subsidiaries with an interest of more than 50.0, as follows:
No Subsidiary
Line of Business Percentage of
Ownership Year of
Initial Investment
Location of Operations
Operational Information
1. Intertrend
Industrial and trade of industrial products
99.0 direct ownership by
the Company 2012
Sidoardjo, East Java
Operating 2.
Interkraft Trade, development,
mining, industrial, agriculture,
transportation, printing and services
99.0 direct ownership by
the Company 2012
Sidoardjo, East Java
Operating
3. Interkayu
Services 80.0 direct
ownership by the Company
2015 Sidoardjo,
East Java Operating
4. Belayan
Forestry, industrial, trade, import and
agency 99.0 direct
ownership by the Company
2012 Samarinda,
East Kalimantan
Operating 5.
Narkata Forestry, industrial,
trade, import and agency
99.0 direct ownership by
the Company 2011
Samarinda, East
Kalimantan Operating
6. Intera
Industrial, services, trade, development,
transportation, agriculture, livestock,
fishery, plantation, forestry and mining
99.0 direct ownership by
the Company 2012
Sidoardjo, East Java
Operating
7. Integriya
Trade and services 99.0direct
ownership by the Company
2013 Sidoardjo,
East Java Operating
4. INITIAL PUBLIC OFFERING
xviii
Total Offering Shares : 1,250,000,000 Offering Shares, or 20.0 of the Company’s
issued and fully paid-in capital immediately following the completion of the Initial Public Offering
Nominal Value : Rp100
Offering Price : Rp260 per Offering Share, which shall be paid in full upon
submission of the FPPS Total Public Offering
: Rp325,000,000,000 Estimated Offering Period
: June 15 - 16, 2017 Estimated Listing Date on the
IDX : June 21, 2017
The Company hereby conducts an Initial Public Offering of 1,250,000,000 Offering Shares consisting of new ordinary registered shares, representing 20.0 of its issued and fully paid-in capital immediately
following the completion of the Initial Public Offering, with a nominal value of Rp100 per Offering Share, that will be offered to the public at an Offering Price of Rp260 per Offering Share, to be paid in full upon
submission of the FPPS. The aggregate amount to be raised in the Initial Public Offering is Rp325,000,000,000.
Pursuant to the Deed of Minutes of the Extraordinary General Meeting of Shareholders of PT Integra Indocabinet No. 13 dated September 7, 2016, drawn up before Dina Chozie, S.H., substitute of Fathiah
Helmi, S.H., a Notary in Jakarta, the Company’s latest capital structure and shareholder composition as of the date of this Prospectus are as follows:
Share capital comprising of ordinary registered shares
with a nominal value of Rp100 per share
Description Number of Shares
Total Nominal Value Rp Authorized Capital
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
-
PT Sinergy Mentari Alam 43,050,000
4,305,000,000 0.86
Total Issued and Fully paid-in capital 5,000,000,000
500,000,000,000 100.00
Shares in Portfolio 15,000,000,000
1,500,000,000,000 -
Upon subscription of all the Offering Shares offered by the Company 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 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 79.31
- PT Sinergi Mentari Alam 43,050,000
4,305,000,000 0.86
43,050,000 4,305,000,000
0.69 - Public
- -
- 1,250,000,000
125,000,000,000 20.00
Total Issued and Fully paid-in capital
5,000,000,000 500,000,000,000
100.00 6,250,000,000
625,000,000,000 100.00
xix
Description Prior to the Initial Public Offering
Subsequent to the Initial Public Offering 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
13,750,000,000 1,375,000,000,000
including the ESA Program
In conjunction with the listing of 1,250,000,000 Offering Shares consisting of new ordinary registered shares, the Company, on behalf of the founding Shareholders, shall also list 5,000,000,000 of the
Company’s shares that were previously issued prior to the Initial Public Offering. Therefore, the total number of shares to be listed on the IDX shall be 6,250,000,000 shares, representing 100.0 of the
total issued and fully paid-in capital immediately following the completion of the Initial Public Offering.
In accordance with the resolution of the GMS, the Company shall implement the ESA and the MESOP.
Employee Stock Allocation ESA Program
Pursuant to the Deed of Minutes of the Extraordinary General Meeting of Shareholders No. 17 dated March 7, 2017, drawn up before Fathiah Helmi, S.H., a Notary in Jakarta and Regulation No. IX.A.7, it
has been resolved that up to 10.0 of the number of shares offered in a public offering of shares may be allocated to the Company’s employees in a public offering of shares.
Pursuant to the Company’s Directors Decree Letter No. 006ITG032017 dated March 8, 2017, in relation to the Employee Share Ownership program through the ESA program, it has been decided that
0.5 of the Offering Shares, representing 6,250,000 Offering Shares, shall be allocated to the ESA program the Award Shares. The implementation of the ESA program shall comply with the
provisions set forth in Regulation No. IX.A.7. The exercise price of the Award Shares shall be the same as the Offering Price.
Under the ESA program, Award Shares shall be awarded to the Company’s qualifying employees each an ESA Program Participant and collectively, the ESA Program Participants, the quantum which
shall be determined by the Board of Directors having due consideration of the performance, contributions and roles of each ESA Program Participant to the Company. Award Shares will be
awarded free of charge by the Company to all ESA Program Participants. The Award Shares are part of the Offering Shares in the Company’s Initial Public Offering.
Upon subscription of all the Offering Shares and the implementation of the ESA program 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 consisting 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 Implementation
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 79.31
- PT Sinergi Mentari Alam 43,050,000
4,305,000,000 0.86
43,050,000 4,305,000,000
0.69 - Public
- -
- 1,243,750,000
124,375,000,000 19.90
- ESA Program -
- -
6,250,000 625,000,000
0.10
Total Issued and Fully paid-in capital
5,000,000,000 500,000,000,000
100.00 6,250,000,000
625,000,000,000 100.00
xx
Description Prior to the Initial Public Offering
Subsequent to the Initial Public Offering and ESA Program Implementation
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 13,750,000,000
1,375,000,000,000
Management and Employee Stock Option Program MESOP The stock options granted to participants of the MESOP the 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.
MESOP Exercise Periods
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 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
40.0 of the total Stock Options to be issued under the MESOP shall be issued on the second anniversary of the Listing Date.
Stock Options shall be issued with an Option Life of five years commencing on the issue date, and shall be subject to a vesting period of one year commencing on the issue date.
Upon the subscription of all of the Offering Shares, and when the Award Shares are fully awarded and all the Stock Options available under the MESOP are granted and exercised, the Company’s capital
structure and shareholder composition prior to and immediately following the Initial Public Offering on a pro forma basis shall be as follows:
Share capital consisting 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, ESA Program Implementation and MESOP Implementation
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
Shares in Portfolio 15,000,000,000
1,500,000,000,000 13,562,500,000
1,356,250,000,000
Further information in relation to the ESA program and MESOP is presented in Chapter I of this Prospectus.
5. USE OF PROCEEDS