- 121 -
Summary of Financial Statement
31 Dec 2012 31 Dec 2011
US ‘000 US
‘000 Total Assets
2,206,511 2,174,493
Total Liabilities 1,111,322
938,869 Total Equity
1,095,188 1,235,624
Revenues 2,295,023
2,207,131 Cost of Revenues
2,282,248 2,104,760
Net Profit 275,349
5,412
- 122 -
XVII. Share Subscription Terms and Condition
The Company has appointed PT Raya Saham Registra to manage the Shares Administration Management and as the Execution Agent of LPO I pursuant to the Deed of Agreement on Shares Administration Management and Execution Agent of LPO I of the Company No. 36 dated 20
September 2013, drawn before Fathiah Helmi, S.H., Notary in Jakarta. 1. Entitled Subscribers
Shareholders whose names are registered in the Shareholders Register of the Company on 13 November 2013 at 16.00 WIB are entitled to purchase shares provided that each holder of 500 five hundred of Existing Shares is entitled to thirty six HMETD, whereas one HMETD shall
entitle its holder to purchase 1 one New Share at an Exercise Price of Rp. 6,750 six thousand seven hundred and fifty rupiahs. Any fractional shares from HMETD would be rounded down and such fraction will be aggregated and sold by the Company and the proceeds from such sale
shall be credited to
the Company’s account. A subscriber who is entitled to purchase the New Shares is the legal holder of HMETD, namely a Shareholder who have not sold its HMETD or
the last HMETD buyer holder whose name is registered in the HMETD Certificate or in the endorsement column on the HMETD Certificate or List of HMETD Holders issued by KSEI. A subscriber may be an Indonesian andor foreign individual andor institution or legal entity as
stipulated in Capital Market Law and its implementing regulations.
2. Distribution of HMETD Certificate
Shareholders who holds Existing Shares through the Collective Depository of KSEI, will receive their Rights electronically through securities accounts of the Member of Stock Exchange andor Custodian Bank in KSEI at the latest 1 one Exchange Day after the Recording Date,
dated 14 November 2013. The Prospectus, additional FFPS and other forms will be distributed by the Share Registrar to KSEI and may also be obtained by shareholders through their respective Securities Company or Custodian Bank.
Shareholders who do not hold its shares through the Collective Depository of KSEI, will receive HMETD Certificate in the name of such shareholders. Shareholders or their proxies may collect such HMETD Certificate during working hours on any Business Day starting from 14
November 2013 at the Share
Registrar’s office by presenting the following documents: a.
A copy of shareholder’s valid identification document for individual shareholders or a copy of its articles of association for institutionallegal entity shareholders. Such shareholders will also be required to present the originals of such documents;
b. An original power of attorney if the shareholder is not present with a copy of a valid identification document of such shareholder and its proxy the original shall also be presented.
3. Procedures for the HMETD Exercise
HMETD may be exercised from 15 November 2013 until 21 November 2013. A. Procedures for exercising HMETD held through Collective Depository of KSEI
1. A HMETD holder instructing the member of IDX andor its Custodian Bank to exercise its HMETD, and pay the Exercise Price into the designated account by KSEI;
2. On the same Exchange Day as the submission of the instruction for the exercise of HMETD by the member of IDX or Custodian Bank to KSEI, subsequently:
a. KSEI will debit the exercised Rights from each sub-account of such HMETD holders instructing the exercise of HMETD to KSEI’s account using C-BEST facility;
b. Immediately after the Exercise Price of the HMETD is received in the bank account designated by KSEI, KSEI will transfer the Exercise Price of HMETD from the bank account designated by KSEI to the bank account designated by the Company on the
same day. 3. 1 one Exchange Day after KSEI receives an instruction to exercise the HMETD, KSEI will furnish to the Share Registrar the
following documents: a. Detailed list of instructions for the exercise of the HMETD received by KSEI, together with detailed information on the HMETD
holders who have exercised their HMETD including identity numbers, names, addresses, status of citizenship and domicile; b. A letter or evidence certifying that the Exercise Price for the relevant exercised Rights has been transferred from the bank
account designated by KSEI to the special bank account; and c. Instructions for a number of New Shares from the Exercise of HMETD to be transferred to a special account designated by
KSEI. 4. Immediately after the Share Registrar receives the documents listed in point A.3. above from KSEI, the Share Registrar will review
each supporting document of the Instruction to Exercise HMETD, fund transfer evidence of Exercise Price of HMETD to the special bank account based on its data, and instruction to deposit a number of New Shares from HMETD.
5. At the latest two Exchange Days after an application to Exercise HMETD is received from KSEI and the Exercise Price for the HMETD is received in good funds in the special bank account designated by the Company, the Share Registrar will issue or deposit a
number of New Shares from the HMETD to the special account designated by KSEI, and KSEI will directly distribute such New
- 123 - Shares to the shareholders through the C-BEST facility. Furthermore, upon the distribution of the New Shares, then KSEI will report
the results of the distribution of the New Shares to the Company and the Share Registrar.
B. Procedures for the Exercise of HMETD not held through the Collective Depository of KSEI 1. The registration for the exercise of HMETD shall be made at the head office of Share Registrar.
2. The HMETD holders that are not registered in the Collective Depository who intend to exercise the HMETD shall pay the Exercise Price of HMETD into a special bank account and deliver the following documents:
a. Original HMETD Certificate duly signed and completed. b. Original receipt of payment of the Exercise Price.
c. A copy of valid identification document of the HMETD holder for individual who will exercise the HMETD identity
cardPassportLimited Stay Permit or a copy of the articles of association enclosed with the current composition of the Board of Directorsmanagement of the HMETD holder for institutionlegal entity which would exercise the HMETD.
d. Original Power of Attorney, if the exercise of HMETD is conducted by the HMETD holder through its proxy, and enclosed with a copy of valid identification document of both HMETD holder and its proxy identity cardPassport Limited Stay Permit
e. If the HMETD holders wishes the New Share to be deposited in the Collective Depository, then the instruction to exercise HMETD to the Share Registrar shall be submitted through Member of Stock ExchangeCustodian Bank appointed by submitting
the following additional documents:
Original power of attorney of HMETD Holder to Member of Stock Exchange or Custodian Bank to submit the instruction to exercise the HMETD and manage the New Shares in the Collective Depository of KSEI in the name of the authorizer;
Original form of securities deposit, issued by KSEI, duly completed and signed;
For such conversion process, an amount of Rp. 1,650 per HMETD Certificate or a minimum of Rp. 25,000 plus 10 VAT will be charged.
3. The Share Registrar will review each supporting document for the Exercise of HMETD as specified at point B.2. above. 4. At the latest two Exchange Days after the instruction to Exercise HMETD is received by the Share Registrar and the Exercise Price of
HMETD has been paid in good funds into the special bank account, the Share Registrar will issue a number of New Share in the form of Share Collective Certificate in the script form, if the HMETD holders do not wish to deposit the New Shares to be deposited in the
Collective Depository.
4. Application for Additional Shares
Shareholders who do not wish to sell their HMETD or buyerholder of HMETD whose name are stated in the HMETD Certificate or HMETD holder in the Collective Depository of KSEI may apply for additional shares in addition to their allocated rights by completing the additional
shares application column andor the available Additional FPPS..
HMETD holders in Collective Depository of KSEI and HMETD holders in a script form HMETD Certificate who wish to have their allocated shares in electronic form, shall submit an application to the Share Registrar of the Company through the Member of Stock Exchange or
Custodian Bank. Whereas HMETD holders in a script form and still wish that their alloted shares to remain in the script formShares Collective Certificate, such HMETD holders shall submit the application to the Share Registrar.
The HMETD Holder in a script formHMETD Certificate who wish to have their alloted shares in electronic form shall submit its application to the Share Registrar of the Company through the Member of Stock Exchange or Custodian Bank by submitting the following documents:
1. Original of Additional FPPS which has been duly and properly completed. 2. Original of power of attorney from HMETD holder to the Member of Stock Exchange or Custodian Bank to submit an application for
additional shares and manage securities over the New Shares in the Collective Depository of KSEI and other authorizations as may be required in connection with the application for additional shares on behalf of the authorizer.
3. Copy of valid identity cardPassportLimited Stay Permit for individual or copy of Articles of Association and the current composition of the Board of Directorsmanagement for institutionlegal entity.
4. Original payment receipt by transferbook entry settlement girochequecash to Company’s account from the bank where the payment is
made. 5. Original Form of Share Deposit issued by KSEI which has been duly completed for the purpose of distribution of shares purpose from the
execution by the Share Registrar. 6. For such conversion process, an amount of Rp.1,650 per HMETD Certificate or a minimum of Rp. 25,000 plus 10 VAT will be charged.
For HMETD holders in Collective Depository of KSEI, to complete and deliver Additional FPPS which has been distributed by enclosing the followings documents:
1. Original exercise instruction which has been successfully settled through the C-BEST system under the said HMETD holders applicable
only for HMETD holder in the Collective Depository of KSEI who has exercised its rights through the C-BEST system 2. Original form of securities deposit, issued by KSEI, duly signed and completed for the purpose of distribution by the Share Registrar;
3. Original payment receipt by transfer book entry settlementgiroch equecash to Company’s account from the bank where payment is
made.
