XXIX xvi
No. e
e pany‟s
of ment
of hment
ess ities
tional s
1 99.91
2012 1980
pping operating
2 99.93
2012 2006
pping operating
3 99.99
2012 2007
ard operating
4 99.80
2010 1999
pping operating
5 99.99
2012 2006
pping operating
6 99.99
2013 2011
pping operating
7 99.98
2012 2011
pping operating
8 99.99
2012 2012
pping operating
iary‟s Direct
of perational
Business tus
nership
2 2013
- pping
g
xvii Payment of cash dividends in the future will depend on a variety of factors, including the retained earnings,
operational and financial performance, financial condition, liquidity, future business prospects, cash requirements, business opportunities and compliance with laws and regulations as well as other factors deemed relevant by the
Board of Directors. Cash dividends will be paid in Rupiah. Shareholders, who are registered as of the record date, are entitled to the
full amount of paid dividend and subject to the applicable withholding taxes in accordance with the prevailing tax regulations in Indonesia. Dividends received by foreign shareholders will be subject to income tax in accordance
with the prevailing tax regulations in Indonesia.
XXX
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offered to Public at an Offer Price of Rp[●] [●] Rupiah per share, to be fully paid upon the submission of the Shares Subscription Form ―SSF‖. The total value of the shares offered in the Initial Public Offering is a
ximum of Rp[●] [●] Rupiah.
Hak Memesan Efek Terlebih Dahulu,
1 1
I. INITIAL PUBLIC OFFERING
The Company hereby conducts the Initial Public Offering of a maximum of 2,571,428,500 two billion, five hundred seventy one million, four hundred twenty eight thousand and five hundred Ordinary Registered Shares
consisting of new shares with a nominal value of Rp100 one hundred Rupiah per share, which represents a maximum of 30 thirty percent of the issued and paid-up capital after the Initial Public Offering, which are
offered to Public at an Offer Price of Rp[●] [●] Rupiah per share, to be fully paid upon the submission of the Shares Subscription Form ―SSF‖. The total value of the shares offered in the Initial Public Offering is a
ma ximum of Rp[●] [●] Rupiah.
The aforementioned Shares will provide their holders with equal and similar rights in all respect with the holders of the Company’s existing issued and fully paid-up shares, including the rights to attend and cast vote in GMS
and the rights to receive dividend distributions, bonus shares and HMETD
Hak Memesan Efek Terlebih Dahulu, Pre-emptive Rights. The shares offered in this Initial Public Offering consist entirely of new shares issued from
the Company’s portfolio.
PT SOECHI LINES TBK
The Company‟s Line of Busineses:
Shipping and Shipyard through Subsidiaries also management consultant services.
Head Office
Plaza Marein Lt. 21, Sudirman Plaza Jl. Jend Sudirman Kav 76-78
Jakarta, 12910, Indonesia Telephone :+6221 5793 6883
Facsimile : +6221 5793 6833 Website : www.soechi.com
E-mail : infosoechi.com
THE RISK RELATING TO THE OWNERSHIP OF THE COMPANY‟S SHARES IS THE ILLIQUIDITY OF THE SHARES OFFERED IN THIS INITIAL PUBLIC OFFERING. EVEN THOUGH THE COMPANY‟S SHARES WILL
BE LISTED ON THE STOCK EXCHANGE, THERE IS NO GUARANTEE THAT THE SHARES WILL BE TRADED ACTIVELY OR BE LIQUID BECAUSE THERE IS A POSSIBILITY THAT SHARES WILL NOT BE
TRADED BY SOME SHAREHOLDERS IN THE SECONDARY MARKET. THEREFORE, THE COMPANY IS UNABLE TO PREDICT WHETHER THERE WILL BE AN ACTIVE MARKET OR WHETHER THE LIQUIDITY
OF THE SHARES WILL BE WELL MAINTAINED.
REGARDING THE SHIPPING BUSINESS OF THE COMPANY, THERE IS A MAXIMUM OF FOREIGN OWNERSHIP LIMIT OF 49 IN ACCORDANCE REGULATION OF PRESIDENT OF REPUBLIC INDONESIA
NO. 39 YEAR 2014 REGARDING NEGATIVE LIST OF INVESTMENT AND OTHER AVAILABLE BUSINESS WITH CONDITIONS AS MENTIONED IN THAT REGULATION “PERPRES 39”.
THE COMPANY WILL NOT ISSUE COLLECTIVE SHARE CERTIFICATES IN THIS INITIAL PUBLIC OFFERING, AND THE SHARES WILL BE DISTRIBUTED ELECTRONICALLY AND WILL BE
ADMINISTERED IN A COLLECTIVE DEPOSITORY WITH PT KUSTODIAN SENTRAL EFEK INDONESIA ”KSEI”.
THE PRIMARY RISK FACED BY THE COMPANY IS THE RISK OF ACCIDENTS AND DAMAGE TO THE COMPANY‟S VESSELS. A COMPLETE DESCRIPTION OF THE RISKS FACED BY THE COMPANY IS SET
OUT IN CHAPTER VI OF THIS PROSPECTUS.
2 2
As of the date of issuance of this Prospectus, the capital structure and shareholding composition of the Company is in accordance with Deed of Shareholders Resolution No. 16, dated 30 June 2014, drawn up before Doddy
Natadihardja, S.H., Notary in Tangerang, which has received formalization from the Ministry of Law and Human Right of the Republic of Indonesia by virtue of Decree No. AHU-04800.40.20.2014 year 2014, dated 1 July 2014,
and was registered in the Company Registry No. AHU-0066527.40.80.2014 dated 1 July 2014, and the Company was registered in the Company Register under TDP No 09.03.1.70.86232 dated 12 September 2014:
Description Nominal Value Rp100 per Share
Number of Shares Nominal ValueRp
Authorized Capital
23,000,000,000 2,300,000,000,000
Issued and Paid-up Capital:
Soechi Group, PT 5,640,000,000
564.000.000.000 94.00
Paulus Utomo 120,000,000
12.000.000.000 2.00
Hartono Utomo 120,000,000
12.000.000.000 2.00
Go Darmadi 120,000,000
12.000.000.000 2.00
Total Issued and Paid-up Capital 6,000,000,000
600,000,000,000 100.00
Shares in Portfolio 17,000,000,000
1,700,000,000,000
The Company’s capital structure referred to above, which was stated in accordance with the Deed of Shareholders Resolution No 16 dated 30 June 2014, has been contribute dentirely in cash by PT Soechi Group
Rp228,224,385,900 2,282,243,859 shares, Go Darmadi Rp4,855,838,000 48,558,380 shares, Paulus Utomo Rp4,855,838,000 48,558,380 shares, and Hartono Utomo Rp4,855,838,000 48,558,380 shares price paid at
face value Rp100, and paid-up capital placed by the Company’s shareholders If the public offering price is higher than the price of the entire shareholder capital contributions above and
considering the capital contributions made within a six months period before the submission of the Registration Statement, in accordance with the Rules No.IX.A.6 all initial shareholders of the Company is prohibited to
transfer all of their ownership shares of the Company up to eight months after the Registration Statement becomes effective.
1. INITIAL PUBLIC OFFERING
Total Offered Shares is a maximum of 2,571,428,500 two billion five hundred seventy one million four hundred twenty eight thousand and five hundred Ordinary Registered Shares, consisting of new shares issued by the
Company at a nominal value of Rp100 one hundred Rupiah per share, which represents a maximum of 30 thirty percent of the Company’s issued and paid-up capital after the Initial Public Offering.
Upon sale of the entire shares offered by the Company in this Initial Public Offering, the capital structure and shareholding composition of the Company before and after the Initial Public Offering on a proforma basis, are as
follows:
The Company‟s Capital Structure Before and After Initial Public Offering Consisting of Shares with a Nominal Value of Rp100 One hundred Rupiah per share
Shareholders Before Initial Public Offering
After Initial Public Offering Nominal Value Rp100 per Share
Nominal Value Rp100 per Share Number of
Shares Nominal Value
Rp Number of
Shares Nominal Value
Rp Authorized Capital
23,000,000,000 2,300,000,000,000
23,000,000,000 2,300,000,000,000
Issued and Paid-up Capital:
Soechi Group, PT 5,640,000,000
564,000,000,000 94.00
5,640,000,000 564,000,000,000
65.80 Paulus Utomo
120,000,000 12,000,000,000
2.00 120,000,000
12,000,000,000 1.40
Hartono Utomo 120,000,000
12,000,000,000 2.00
120,000,000 12,000,000,000
1.40 Go Darmadi
120,000,000 12,000,000,000
2.00 120,000,000
12,000,000,000 1.40
Public -
- -
2,571,428,500 257,142,850,000
30.00
Total Issued and Paid-up Capital 6,000,000,000
600,000,000,000 100.00
8,571,428,500 857,142,850,000
100.00 Total Shares in Portfolio
17,000,000,000 1,700,000,000,000
14,428,571,500 1,442,857,150,000
2. EMPLOYEE STOCK ALLOCATION ESA
Based on Deed of Shareholders Resolutions No. 14 dated 19 August 2014, drawn up before Irma Bonita SH., Notary in Jakarta and The Decree of Board of Directors No. 31SLLGLVIII2014 date 26 August 2014. the
shareholders of the Company have approved the ESA program. A maximum of 3 three percent of the shares offered in the Initial Public Offering or a maximum of 77,142,500 seventy seven million one hundred forty two
3 2
Shares
000,000 000,000
000,000 000.000
94.00 120,000,000
000.000 2.00
120,000,000 000.000
2.00 120,000,000
000.000 2.00
000,000 000,000
100.00 000,000
000,000
ber of alue
ber of alue
000,000 000,000
000,000 000,000
000,000 000,000
94.00 000,000
000,000 65.80
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
120,000,000 000,000
2.00 120,000,000
000,000 1.40
- -
- 428,500
850,000 30.00
pital 000,000
000,000 100.00
428,500 850,000
100.00 000,000
000,000 571,500
150,000
3 thousand and five hundred shares is allocated for the ESA program. Remaining shares that are not subscribed
by the employees will be offered to public. The ESA program is designated to the Company’s employees, excluding the directors, commissioners and
shareholders of the Company. The implementation of the ESA program will adhere to the provisions set forth in Rule No. IX.A.7, Annex to the Decree of Bapepam and LK Chairman No. KEP-691BL2011 dated 30 December
2011 regarding Responsibilities of Allotment Managers with Respect to Subscription and Allotment of Securities in a Public Offering.
The objectives of ESA program implementation are as follows: Retention
Retaining existing and qualified employees will be easier when the employees have equity participation. Motivation and Performance
Making the employees part of the Company will improve employees’ performance and motivation, which will eventually improves the Company’s overall performance. Therefore, employees with significant equity
participation in their Company will be strongly motivated to put their best effort and maximize the Company’s performance and shares value.
Development of Team Culture Involving employees in the ESA program will improve the spirit of togetherness and teamwork, where all
employees work together, focusing on the Company’s performance objectives. Employees will be more alert to the Company’s needs and will start to think and act like an owner.
The Company will implement and report the ESA program in accordance with the prevailing rules and regulations.
All ESA Program Shares are Award Shares which are given to employees as appreciation. Participation Requirements
The Company’s Board of Directors has appointed officers from the Company’s human resources and legal department as the ESA Administrators. Total employees eligible to participate in the ESA program will be further
regulated without prejudice to this BOD’s provision. Employees eligible for the ESA program are those who meet the following participation requirements:
Permanent employees who are actively employed as of 1 November 2014
Meet certain performance level in accordance with the performance review standards set forth by the
Company.
A minimum period of service of 3 three months as ESA program implemented.
Not being subject to administrative sanctions at the time of the implementation of the ESA program. Award Shares
Award Shares are awarded free of charge by the Company to all employees participating in the ESA
program who satisfy the requirements; the shares are registered under the name of each participant.
The allocation of Award Shares is calculated based on performance, rank of office and years of service of the participant.
The lock-up period for Award Shares is 1 one year commencing from the date of shares distribution.
In the event that the respective employee resigns, is dismissed or is involved in a criminal activity during the
lock-up period, the right to the Award shares shall be annulled. The likewise applies in the event that the ESA participants surrender their participating right to the Company on their own will.
The participants are not subject to any cost for the ownership of Award Shares. Company will bear the cost
of Award Shares, which will be paid at full cost in accordance with the Offer Price of each Company Shares Shares Allotment Allocation Procedures
The Company allocates the Award Shares to employees who satisfy the requirements; the shares are
registered under the name of each participant.
Allocation of Award Shares is based on the employees’ rank of office, work performance and years of service.
Employees entitled to the ESA program must adhere to the following requirements:
- Adhere to the ESA share ownership requirements set forth by the Company and the regulation of the Indonesian Capital Market.
- Register as ESA shares participants through the Human Resources Department of each Working Unit where such employees are assigned by the Company.
The HRD of each Working Unit records, recapitulates and reports the employees interested to participate in
ESA program to the Company’s Head Office Human Resources Department.
