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XIV. Underwriting for Issuance of Shares
A. EXPLANATION ON UNDERWRITING FOR ISSUANCE OF SHARES
In accordance with the terms and conditions contained in the Deed of Agreement of Underwriting for Issuance of Shares of PT Wintermar Offshore Marine Tbk. No. 26 dated 22 September 2010 and Deed of Amendment I No. 14 dated 15 October 2010,
also Deed of Amendment II No. 7 dated 8 November 2010, all of which were drawn up before Fathiah Helmi, S.H., a Notary in Jakarta hereinafter to be referred to as “Shares Underwriting Agreement”, the Lead underwriters, whose names are mentioned
below, collectively or individually agree fully to offer and sell the Shares on offer by the Issuer to the Public in accordance with their respective underwriting part with full commitment and to bind themselves to purchase the Shares on offer that are still
outstanding at the closing date of the Offering Term. Shares Underwriting Agreement constitutes a complete agreement that supersedes all agreements that may have been made
before concerning issues contained in the Shares Underwriting Agreement drawn up by the parties, content of which is in contrary to the said Shares Underwriting Agreement. After the said Shares Underwriting Agreement, there shall be no other agreement
drawn up by the Issuer with the Underwriters. Furthermore, the Lead underwriters, who participate in the underwriting of issuance of securities of the Issuer, have agreed to
perform their respective duties, in accordance with the Decision of Head of Capital Investment Monitoring Board No.KEP- 45PM2000 dated 27 October 2000 Regulation No.IX.A.7 concerning Responsibilities of Allotment Manager in the event of
Subscription and Allotment of Shares in Public Offering. The composition and allotment of underwriting, and percentage of members of syndication of Underwriting for Issuance of Shares
in the Issuer’s Public Offering are as follows:
Name of Underwriters Underwriting Allotment
Number of Shares Joint Lead Underwriters
PT Ciptadana Securities 318,960,000
35.44 PT Bahana Securities
265,800,000 29.53
PT CIMB Securities Indonesia 301,240,000
33.47
Subtotal 886,000,000
Underwriters
1 PT AAA Securities
1,000,000 0.11
2 PT Bumiputera Capital Indonesia
250,000 0.03
3 PT Bhakti Securities
250,000 0.03
4 PT Danasakti Securities
250,000 0.03
5 PT Dhanawibawa Artha Cemerlang
250,000 0.03
6 PT Dinamika Usaha Jaya
500,000 0.06
7 PT e-Capital Securities
500,000 0.06
8 PT Erdhika Elit Sekuritas
500,000 0.06
9 PT Inti Fikasa Securindo
250,000 0.03
10 PT Indosurya Securities
250,000 0.03
11 PT Investindo Nusantara Sekuritas
500,000 0.06
12 PT Kresna Securities
500,000 0.06
13 PT Madani Securities
750,000 0.08
14 PT Makinta Securities
500,000 0.06
15 PT Masindo Artha Securities
250,000 0.03
16 PT Mega Capital Indonesia
1,000,000 0.11
17 PT Minna Padi Investama
250,000 0.03
18 PT NC Securities
500,000 0.06
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139 19
PT OSK Nusadana Securities Indonesia 1,250,000
0.14 20
PT Overseas Securities 250,000
0.03 21
PT Panin Sekuritas Tbk. 1,250,000
0.14 22
PT Phillip Securities Indonesia 500,000
0.06 23
PT Reliance Securities Tbk. 1,000,000
0.11 24
PT Valbury Asia Securities 500,000
0.06 25
PT Victoria Sekuritas 500,000
0.06 26
PT Wanteg Securindo 250,000
0.03 27
PT Yulie Sekurindo 250,000
0.03
Subtotal 14,000,000
Total 900,000,000
100.00
Based on the Law on Capital Market and its implementing regulations, affiliated parties shall mean as follows: a.
Family relation due to marriage and second degree descendant, horizontally or vertically; b.
Relationship between the parties and employees, Directors, or Commissioners of the said parties; c.
Relationship between 2 two companies, in which there is one or more members of Board of Directors or Board of Commissioners who are in office in both companies;
d. Relationship between the company and the Party, whether directly or indirectly, controlling or under the control of the
company; e.
Relationship between 2 two companies controlled by the same Party, whether directly or indirectly; or f.
Relationship between the company and primary shareholders. The Lead Underwriters and the Underwriters firmly state that they are not affiliated with the Issuer, whether directly or indirectly, as
referred to as affiliation relation as stated above.
Determination of Price of Public Offering of Shares
The offering price is determined based on the agreement and negotiation between the Issuer and Underwriters, wherein the offering price determined amounts to Rp380 three hundred eighty Rupiah
Determination of offering price amounting to Rp380 three hundred eighty Rupiah also considers the resolution of bookbuilding implemented by the Underwriters by conducting marketing activities to the investors in domestic and international markets, and
also by considering other factors, such as: a. Market condition at the time of bookbuilding;
b. Demand from qualified candidates for investors, whether retail or institutional domestic investors; c. Data and information on the Issuer, status of development of the Issuer, financial performance of the Issuer, brief history,
business prospects, and information on industry related to national shipping, offshore oil and natural gas energy; d. Assessment based on comparison ratio of Price Earnings Ratio out of a number of public companies listed in the regional
stock exchange, which can be made as comparison; and e. Considering the performance of shares in secondary market.
The Offering Price received from the bookbuilding is Rp.320 three hundred twenty Rupiah to Rp.420 four hundred twenty Rupiah.
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XV. Capital Market Supporting Institutions and Professions
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