PT. Nippon Indosari Corpindo - Sari Roti NIC IPO Prospectus

This document is an unofficial English translation of the Prospectus issued by the Company in Bahasa Indonesia on the initial public offering conducted in the
Republic of Indonesia and is provided by the Company for information purposes only. The Prospectus has been prepared in accordance with the regulatory
framework and disclosure practices in the Republic of Indonesia and neither the Company nor the Lead Underwriter makes any representation or warranty as to the
accuracy or the completeness of this translation of the Prospectus. Each person receiving this document acknowledges that disclosure requirements and practices
in the Republic of Indonesia, as in other emerging markets, differ significantly from disclosure requirements and practices in other jurisdictions. Accordingly, each
person receiving this document acknowledges that this document does not provide the level or type of disclosure that a prospective investor may require in
connection with making an investment decision with regards to the Offering. In the event that a prospective investor would like to obtain more information about the
Company and/or the Offering before making an investment in the Company, it would be advisable for such potential investor to read the Prospectus in Bahasa
Indonesia.

Effective Date
Offering Period
Allotment Date

June 18, 2010
June 22-23, 2010
June 24, 2010

Share Distribution Date
Refund Date
Listing Date at IDX

June 25, 2010
June 28, 2010
June 28, 2010

BAPEPAM-LK DOES NOT APPROVE NOR DISAPPROVE THIS OFFERING, NOR DOES IT PASS JUDGMENT UPON THE ACCURACY AND
COMPLETENESS OF THIS PROSPECTUS. ANY CONTRADICTING REPRESENTATION THERETO IS ILLEGAL.
PT NIPPON INDOSARI CORPINDO TBK AND THE LEAD UNDERWRITER ARE FULLY RESPONSIBLE FOR THE ACCURACY OF INFORMATION OR
MATERIAL FACTS AND OBJECTIVITY OF OPINIONS INCLUDED IN THIS PROSPECTUS.

PT NIPPON INDOSARI CORPINDO Tbk
Line of Business:
Establish factory and produce various types of bread
Domiciled in Cikarang, Bekasi
Head Office
Jababeka Industrial Estate
Jl. Jababeka XII A, Block W No. 40-41, Cikarang, Bekasi
Tel: (021) 8935088, Fax: (021) 8935286, 8935473
Website: www.sariroti.com
Cikarang:

Jababeka Industrial Estate
Jl. Jababeka XII A
Block W No. 40-41
Cikarang, Bekasi
Tel: (021) 8935088
Fax: (021) 8935286, 8935473

Factories
Cikarang:
Jababeka Industrial Estate
Jl. Jababeka XVII B
Block U No. 33
Cikarang, Bekasi

Pasuruan:
PIER Industrial Estate
Jl. Rembang Industri Raya No. 28
Pasuruan 67152
East Java
Tel: (0343) 740388

Fax: (0343) 740387

OFFERING
151,854,000 new shares or 15% of issued and paid-up capital after the Offering, each with a nominal value of Rp 100, offered to the public at an Offer Price of
Rp1,275 per share, to be paid in full upon submission of the Share Subscription Form. The aggregate value of the Offering amounts to Rp193,613,850,000.
THE NUMBER OF SHARES OFFERED IS RELATIVELY LIMITED AND AS SUCH THERE IS A POSSIBILITY THAT THIS WILL AFFECT THE TRADING
OF AND CAUSE THE MARKET FOR THE COMPANY’S SHARES TO BE LESS LIQUID.
THE MAJOR RISK FACING THE COMPANY IS THE RISK RELATING TO PRODUCT CONTAMINATION, FROM RAW MATERIALS, DURING
PRODUCTION AND AT DISTRIBUTION. THE COMPLETE BUSINESS RISKS OF THE COMPANY ARE SET OUT IN CHAPTER V OF THIS
PROSPECTUS.
THE COMPANY WILL NOT ISSUE COLLECTIVE CERTIFICATES FOR THE SHARES OFFERED HEREIN. THE SHARES ARE TO BE DISTRIBUTED
ELECTRONICALLY AND ADMINISTERED IN A COLLECTIVE CUSTODIAN WITH PT KUSTODIAN SENTRAL EFEK INDONESIA.
THE LISTING OF THE SHARES IS TO BE CONDUCTED ON THE INDONESIA STOCK EXCHANGE

LEAD UNDERWRITER

PT OSK NUSADANA SECURITIES INDONESIA
UNDERWRITERS
PT Asia Kapitalindo Securities Tbk , PT BNI Securities, PT CIMB Securities Indonesia, PT Ciptadana Securities, PT Danasakti Securities,
PT Danatama Makmur, PT Dhanawibawa Artha Cemerlang, PT Dinamika Usahajaya, PT e-Capital Securities, PT Erdikha Elit Sekuritas,

PT HD Capital Tbk, PT Kresna Graha Securindo Tbk, PT Madani Securities, PT Makinta Securities, PT Mega Capital Indonesia,
PT Panin Sekuritas Tbk, PT Phillip Securities Indonesia, PT Sinarmas Sekuritas, PT Sucorinvest Central Gani, PT Victoria Sekuritas, PT Yulie Sekurindo Tbk

This prospectus is issued in Jakarta on June 21, 2010

PT Nippon Indosari Corpindo Tbk (”Company”) has submitted a statement of registration in relation to the
Offering of its Shares to the Chairman of Bapepam-LK in Jakarta under letter No. 003/IV/LL/10 on April 5, 2010,
according to the requirements stipulated in the Law of the Republic of Indonesia No. 8 of 1995 regarding Capital
Market, as contained in the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No.
3608/1995 and its implementing regulations and amendments (“Capital Market Law”).
The Shares offered are planned to be listed on the Indonesia Stock Exchange (”IDX”) in accordance with the
Preliminary Listing Agreement entered into between the Company and IDX on April 1, 2010. In the event that
the Company cannot satisfy the listing requirements as stipulated by IDX, the Offering will be cancelled and
payments for subscriptions of the Shares will be refunded to the respective subscribers.
The Company, the Lead Underwriter, the Underwriters and the capital market supporting professionals and
institutions involved in this Offering will be fully responsible for the accuracy of all data and objectivity of opinions,
disclosure and reports presented in this Prospectus, based on their respective areas of duty and in accordance
with the prevailing laws within the Republic of Indonesia, as well as their respective code of ethics, norms and
the standards of their respective professions.
In relation to the Offering, no affiliated parties will be allowed to make any disclosure and/or statements regarding

any matter whatsoever not otherwise disclosed in this Prospectus, unless prior written consent has been given
by the Company and the Lead Underwriter.
The Underwriters hereby expressly declare that they are not in any way affiliated with the Company, whether
directly or indirectly, as defined in the Capital Market Law. Explanations on affiliation are set out in Chapter XIII
on Underwriting.
This Offering has not been registered in any jurisdiction outside the Republic of Indonesia. If a party
outside the jurisdiction of the Republic of Indonesia receives this Prospectus, it is not meant to serve as
an offer to purchase shares, unless any such offer and subsequent purchase of shares are not in
contradiction nor a violation of any of the laws and regulations prevailing in such country.
The Company has disclosed all material information that is required to be disclosed to the public and
there is no other material information that is not disclosed, the absence of which would otherwise
mislead the public.

TABLE OF CONTENTS
TABLE OF CONTENTS ..................................................................................................................................................... i
GLOSSARY ....................................................................................................................................................................... ii
EXECUTIVE SUMMARY ................................................................................................................................................... v
I.
OFFERING .......................................................................................................................................................... 1
II.

USE OF PROCEEDS ......................................................................................................................................... 4
III.
INDEBTEDNESS ................................................................................................................................................ 5
IV.
MANAGEMENT DISCUSSION AND ANALYSIS ............................................................................................... 9
V.
BUSINESS RISKS ............................................................................................................................................ 18
VI.
MATERIAL EVENTS SINCE THE DATE OF THE INDEPENDENT AUDITOR’S REPORT .......................... 21
VII.
INFORMATION ABOUT THE COMPANY ....................................................................................................... 22
1. Brief history ................................................................................................................................................ 22
2. Permits and licenses ................................................................................................................................. 23
3. Shareholding evolution .............................................................................................................................. 24
4. Management and supervision ................................................................................................................... 27
5 . Human resources ...................................................................................................................................... 30
6. Brief description of corporate shareholders .............................................................................................. 32
7. Ownership, management and supervision relationship between the Company and its corporate
shareholders .............................................................................................................................................. 35
8. Affiliated party transaction ......................................................................................................................... 36

9. Agreements with third parties .................................................................................................................... 36
10. Assets ........................................................................................................................................................ 38
11. Legal proceedings faced by the Company................................................................................................ 39
12. Insurance ................................................................................................................................................... 39
VIII.
BUSINESS AND PROSPECT .......................................................................................................................... 41
1. General ...................................................................................................................................................... 41
2. Operational activities ................................................................................................................................. 42
3. Prospects ................................................................................................................................................... 51
4. Strategy and Business Plan ...................................................................................................................... 53
5. Environmental management and monitoring ............................................................................................ 53
6. Research and development ...................................................................................................................... 54
7. Corporate Social Responsibility ................................................................................................................ 54
8. Good Corporate Governance .................................................................................................................... 54
IX.
SUMMARY OF IMPORTANT FINANCIAL INFORMATION ............................................................................ 55
X.
SHAREHOLDERS’ EQUITY ............................................................................................................................. 57
XI.
DIVIDEND POLICY ........................................................................................................................................... 58

XII.
TAXATION ........................................................................................................................................................ 59
XIII.
UNDERWRITING .............................................................................................................................................. 61
XIV.
CAPITAL MARKET SUPPORTING PROFESSIONALS .................................................................................. 63
XV.
LEGAL OPINION .............................................................................................................................................. 65
XVI.
INDEPENDENT AUDITOR’S REPORT AND THE COMPANY’S FINANCIAL STATEMENTS...................... 66
XVII.
APPRAISAL REPORT ...................................................................................................................................... 67
XVIII. ARTICLES OF ASSOCIATION ........................................................................................................................ 68
XIX.
TERMS OF SHARE SUBSCRIPTION ............................................................................................................. 89
XX.
DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORMS ............................................... 93

i

GLOSSARY
Affiliates

:

Parties referred to in Article 1 paragraph 1 of the Capital Market Law.

Allotment Date

:

The date when the Allotment Manager determines the allotment of the
Shares, which is at the latest two Business Days from the end of the
Offering Period.

Allotment Manager

:

The party conducting the allocation in accordance with Bapepam

Regulation No. IX.A.7, Attachment to Bapepam Decree No. Kep45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment
Manager in Subscription and Allotment of Securities in a Public Offering,
which in this Offering is conducted by the Lead Underwriter.

Automatic sanding

:

Equipment to fill cream to sandroll bread automatically.

Band slicer

:

Equipment to slice toast bread in accordance with the required thickness.

Bapepam

:

Badan Pengawas Pasar Modal, the Capital Market Supervisory Board as
referred to in Article 3 paragraph (1) of the Capital Market Law.

Bapepam-LK

:

Badan Pengawas Pasar Modal dan Lembaga Keuangan, the Capital
Market and Financial Institutions Supervisory Board in accordance with
Decree of the Minister of Finance of the Republic of Indonesia No.
KMK/606/KMK.01/2005 dated December 30, 2005, on the Organization
and Administration of the Capital Market and Financial Institutions
Supervisory Board.

BKPM

:

Badan Koordinasi Penanaman Modal, the Investment Coordinating Board.

BPOM RI

:

Badan Pengawas Obat dan Makanan Republik Indonesia, the National
Agency of Drug and Food Control.

Business day

:

Mondays through Fridays, except for national holidays designated by the
Government of the Republic of Indonesia.

Capital Market Law

:

Law No. 8 Tahun 1995 dated November 10, 1995, on the Capital Market,
as published in the State Gazette of the Republic of Indonesia No. 64 of
1995, Supplement No. 3608, and its implementing regulations.

Company

:

PT Nippon Indosari Corpindo Tbk, a limited liability company incorporated
based on the laws of the Republic of Indonesia and is domiciled in
Cikarang, Bekasi.

Company Law

:

Law No. 40 of 2007 dated August 16, 2007, on Limited Liability Company,
as published in the State Gazette of the Republic of Indonesia No. 106 of
2007, Supplement No. 4756, and its implementing regulations.

Depanner

:

Equipment to remove bread from the baking pan.

Divider

:

Equipment used to divide bread dough in accordance with the required
weight.

ii

Effective

:

The fulfillment of all requirements for Registration Statement in
accordance with Bapepam-LK Regulation No. IX.A.2.

Filler

:

Raw material in the form of bread filling.

Final proofing

:

The last stage of dough development process.

Flour Handling System

:

Equipment used to move and control flour usage from the flour silo to the
mixer.

Government

:

The Government of the Republic of Indonesia.

GSM

:

General Shareholders Meeting (Rapat Umum Pemegang Saham) as
defined in the Company Law and held in accordance with the provisions of
the Company’s articles of association.

IDX or the Indonesian Stock
Exchange

:

The stock exchange as defined in Article 1 paragraph 4 of the Capital
Market Law that is organized by PT Bursa Efek Indonesia, a limited liability
company incorporated and operating based in the laws of the Republic of
Indonesia and domiciled in South Jakarta, which is the stock exchange
where the Company’s shares will be listed.

KSEI

:

PT Kustodian Sentral Efek Indonesia (Indonesian Central Securities
Depository), a limited liability company incorporated and operating under
the laws of the Republic of Indonesia and domiciled in South Jakarta,
whose business activities are and is licensed as securities depository and
settlement institution as defined in the Capital Market Law.

Kwik Lok

:

Toast bread plastic packaging bag closure device with printing of, amongst
others, the product expiry date.

Lead Underwriter

:

PT OSK Nusadana Securities Indonesia, a limited liability company which
is fully responsible for the administration and implementation of the
Offering in accordance with the terms and conditions of the Underwriting
Agreement and is subject to the provisions of the Capital Market Law.

Mixer

:

Dough mixing equipment.

Moulder

:

Equipment used to form bread dough.

Offer Price

:

The price of the Shares in the Offering.

Offering

:

The initial public offering of the Company’s Shares conducted in
accordance with and under the Capital Market Law.

Offering Period

:

A period of at a minimum one Business Day, where the public can submit
subscription for the Shares based on the procedures set out in the SSF
and Chapter XIX on Terms of Share Subscription.

Overproof

:

Condition where the dough bread is overdeveloped.

PMA

:

Penanaman Modal Asing, a foreign investment company under the
auspices of BKPM.

Prospectus

:

The prospectus issued by the Company for the Offering.
iii

Registration Statement

:

The documents that shall be submitted to Bapepam-LK by the Company in
relation to the Offering in accordance with the Capital Market Law.

Rounder

:

Equipment used to shape bread dough into a round form with solid and
even pores.

Rp or Rupiah

:

The currency of the Republic of Indonesia.

Sandroll

:

Bread product with an oval shape.

Securities

:

Marketable securities, which include acknowledgement of indebtedness,
commercial paper, shares, bonds, proof of indebtedness, participation unit
in a Collective Investment Contract, futures contract Securities and each
derivatives of Securities.

Securities company

:

A party conducting the activities of Underwriter, Broker and/or Investment
Manager in accordance with the provisions of the Capital Market Law.

Share Registrar

:

A supporting professional in the Indonesian capital market as referred to
Article 48 of the Capital Market Law.

Shares

:

Shares issued by the Company, offered and sold in this Offering in
accordance with the Underwriting Agreement.

SSF or Share Subscription Form

:

Formulir Pemesanan Pembelian Saham, the form to be used to order or
subscribe to the Shares which can be obtained from the Underwriters.

Underproof

:

Condition where the bread dough is underdeveloped.

Underwriters

:

The Lead Underwriter and other parties forming the syndicate of the
Company’s Underwriters based on notarial Deed of Underwriting, who
shall take up all of the remaining Shares in the Offering.

Underwriting Agreement

:

The agreement between the Company and the Lead Underwriter in
accordance with the Deed of Underwriting Agreement for the Initial Public
Offering of PT Nippon Indosari Corpindo Tbk, including its amendments
and/or additions and/or renewals, which contains the terms of the
underwriting of the Offering.

USD

:

United States Dollar, the currency of the United States of America.

Water meter

:

Equipment to measure water and send water from the tank to the mixer.

iv

EXECUTIVE SUMMARY
This executive summary forms an integral part of this Prospectus and must be read in conjunction with the more
detailed information in the Company’s financial statements and the notes thereto which is set out in Chapter XVI of
this Prospectus. All financial information of the Company is stated in Rupiah and is prepared in accordance with the
accounting principles generally applicable in Indonesia.
1. Brief history
The Company was incorporated under the name PT Nippon Indosari Corporation by Deed of Establishment No. 11 dated
March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn
up before Benny Kristianto, SH, Notary in Jakarta, which have been ratified by the Minister of Law and Human Rights
(formerly Minister of Justice) pursuant to Decree No. C2-6209 HT.01.01.Th.95 dated March 18, 1995, registered in the
District Court of Bekasi No 264 and 265 dated September 14, 1995, and published in the State Gazette of the Republic of
Indonesia No. 94 dated November 24, 1995, Supplement No. 9729/1995.
The Company’s articles of association has been amended several times and in the last amendment, in relation to the
Offering, the Company amended its articles of association in compliance with articles of association for listed companies
and changed the name of the Company to PT Nippon Indosari Corpindo Tbk by Deed No. 86 dated February 24, 2010,
drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the Minister of Law and
Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010, and registered in the
Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010.
Based on Article 3 of the Company’s Articles of Association as set forth in the Deed of Meeting Resolution No. 86 dated
February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, the Company’s purpose and
objective are:
1. To conduct business activities in the bread, cakes and other foodstuff
2. To achieve the above purpose and objective, the Company may perform the following busines activities:
a. Main business activities:
To establish factories and produce all types of bread, including but not limited to toast bread, sandwiches and
other types of cakes
b. Supporting business activities:
To market and sell all types of bread, including but not limited to toast bread, sandwiches and other types of
cakes.
The Company is headquartered in Jababeka Industrial Estate, Jl. Jababeka XII A, Block W No. 40-41, Cikarang,
Bekasi.

v

2. Financial summary
The following table summarizes the Company’s financial statements for the years ending December 31, 2009, 2008,
2007, 2006 and 2005, which have been audited by the Public Accounting Firm Purwantono, Suherman & Surja
(previously Purwantono, Sarwoko & Sandjaja), a member of Ernst & Young Global Limited, with unqualified opinion.
Balance sheet
(in millions of Rupiah)
Description

2009

2008

December 31
2007

2006

2005

ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade payables – third parties
Inventories
Restricted time deposits
Prepaid expenses and other current assets
Total current assets

57,945
53,135
9,075
13,018
4,412
137,585

52,878
42,717
7,280
1,326
104,200

8,249
28,222
5,225
1,327
43,023

9,299
18,305
3,237
1,758
5,618
38,217

6,567
16,514
2,733
2,028
1,028
28,870

NON-CURRENT ASSETS
Fixed assets – net of accumulated depreciation
Guarantee deposits
Claims for tax refund
Other non-current assets
Total non-current assets

204,681
4,346
43
323
209,393

201,431
2,600
43
339
204,413

123,499
2,148
689
109
126,445

113,441
1,517
43
119
115,120

116,206
791
43
136
117,176

TOTAL ASSETS

346,978

308,613

169,468

153,337

146,046

LIABILITIES
CURRENT LIABILITIES
Bank loans
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans:
Bank loans
Other loans
Total current liabilities

37,635
13,108
12,162
7,543

24,975
34,423
11,857
5,597

17,757
3,676
4,599
5,499

6,827
12,354
5,806
2,202
6,566

9,616
13,480
1,296
4,537

25,000
95,448

14,588
91,439

5,000
169
36,700

12,506
458
46,720

13,685
403
43,017

NON-CURRENT LIABILITIES
Customers’ deposits
Long-term bank loans – net of current maturities
Convertible bonds
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities

4,420
68,750
6,590
3,929
83,690

2,979
75,465
5,195
2,810
86,449

2,436
35,000
5,049
1,969
44,454

1,851
28,669
22,929
3,956
1,604
59,011

1,209
35,338
22,929
3,153
1,156
63,784

TOTAL LIABILITIES

179,138

177,888

81,154

105,731

106,802

SHAREHOLDERS’ EQUITY
Authorized, issued and fully paid
Additional paid-in capital
Advances for future stock subsription
Retained earnings
TOTAL SHAREHOLDERS’ EQUITY

86,051
350
81,440
167,840

86,051
350
44,325
130,725

17,349
30,123
38,928
1,913
88,313

17,349
30,123
16,000
(15,865)
47,606

17,349
30,123
16,000
(24,227)
39,244

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

346,978

308,613

169,468

153,337

146,046

vi

Profit and loss statement
(in millions of Rupiah)
Description
Net sales
Cost of goods sold
Gross profit
Operating expenses:
Selling
General and administrative
Total operating expenses
Income from operations
Other income (expenses)
Sales of scrap
Interest income
Gain (loss) on sale of fixed assets – net
Interest expense
Gain (loss) on foreign exchange – net
Others – net
Other expenses – net
Income before income tax
Income tax expense:
Current
Deferred
Total
Net income

2009
485,920
263,821
222,099

12 months
2008
2007
383,553
250,513
222,360
145,660
161,193
104,853

2006
193,027
111,579
81,448

2005
143,203
83,924
59,280

113,068
20,735
133,803
88,295

83,360
16,166
99,526
61,667

62,190
12,703
74,894
29,959

49,608
11,550
61,158
20,290

35,578
10,305
45,883
13,397

5,517
1,328
51
(12,356)
(1,932)
(412)
(7,804)
80,491

3,981
661
(21)
(5,268)
(414)
(180)
(1,242)
60,425

2,875
170
3
(6,741)
16
(83)
(3,760)
26,199

1,928
281
96
(9,562)
(61)
(124)
(7,440)
12,849

1,731
252
(17)
(6,124)
649
(469)
(3,978)
9,419

21,981
1,396
23,376
57,115

17,867
146
18,013
42,412

7,328
1,092
8,421
17,778

3,684
804
4,487
8,362

3,008
737
3,745
5,674

3. Business risks
Any industry is subject to various risks that can affect a company’s operations, which also applies to the Company.
In conducting its business activities, the Company faces the following business risks :
Risks relating to operational activities
(i) Product contamination in pre-production, during production and at distribution
(ii) Short shelf life of the products
(iii) Availability of wheat as raw material of flour
(iv) Availability of energy supply
(v) Risk of labor strikes
(vi) Risk relating to availability of spare parts
Risks relating to market conditions and sales
(i) Foreign exchange fluctuations
(ii) Competition
Risks relating to government policies and social environment
(i) Increase of regional/provincial minimum wage
(ii) Economic, political and social stability
(iii) Preservative and halal issues
(iv) Natural disaster.
The complete description of the Company’s business risks are set out in Chapter V of this Prospectus.

vii

4. Initial public offering
The Company is conducting an initial public offering of 151,854,000 shares with a nominal value of Rp100 per share,
at an offering price of Rp1,275 per share, which must be paid in full upon submission of SSF.
The shares offered in the Offering are new shares from shares under portfolio. These shares shall provide their
holders equal and similar rights in all respects with the Company’s issued and fully paid up shares, including the
rights to dividend distributions.
The capital structure of the Company prior to and after the Offering will be as follows :
Description
Authorized capital
Subscribed and fully paid up capital:
- Bonlight Investments Limited
- Treasure East Investments Limited
- Sojitz Corporation
- Shikishima Baking Co. Ltd.
- Public
Total
Shares under portfolio

Number of
Shares
3,440,000,000

Pre-Offering
Par Value
(Rp)
344,000,000,000

344,202,400
344,202,400
86,050,600
86,050,600
860,506,000
2,579,494,000

34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000

%

40
40
10
10
100

Number of
Shares
3,440,000,000
344,202,400
344,202,400
86,050,600
86,050,600
151,854,000
1,012,360,000
2,427,640,000

Post-Offering
Par Value (Rp)

%

344.000.000.000
34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
15,185,400,000
101,236,000,000
242,764,000,000

34.0
34.0
8.5
8.5
15.0
100.0

A more detailed explanation of the Offering is presented in Chapter I of this Prospectus.
5. Prospects and strategy
There are ample business opportunities in food and drinks in Indonesia. The Indonesian population, purchasing
power and economic growth are significant factors in the food business. During an economic crisis the food industry
can still grow. Increase of purchasing power and change of eating pattern, particularly in the cities where practical
eating pattern is desired, will increase demand for bread.]
The Company implements the following strategy in its business development:
-

Implementing supply chain management;
Using SAP as enterprise resources planning software;
Opening factories in other areas in Indonesia to meet the needs for quality, halal, clean and hygienic products;
Producing new products, be it bread and bread-based snacks;
Selecting appropriate distribution channels that can distribute the Company’s products quickly and accurately.
Maintaining a mutually beneficial relationship with its customers;
Showing its consumer the cleanliness of the Company’s production facilities and the Company’s efforts to
implement good manufacturing practice and sanitation;
Expanding by opening factories in locations near its consumer.

6. Dividend policy
All of the Company’s issued and paid-up shares, including the Shares offered in this Offering, have the same rights
and entitlements and are equal in all respects, including with respect to rights to dividend distributions.
In accordance with the prevailing laws, dividend distributions are approved by shareholders in an annual
shareholder’s meeting based on proposal from the Board of Directors. The Company’s articles of association state
that dividends can only be distributed in accordance with the Company’s financial capacity based on decision taken
in an annual shareholders’ meeting. The Board of Directors may amend the dividend policy from time to time with
the approval from an annual shareholders’ meeting.

viii

The Company plans to distribute cash dividends at least once a year. Without prejudice to the Company’s financial
condition and the right of an annual shareholders’ meeting to otherwise determine based on the Company’s articles
of association, the amount of cash dividend to be distributed is related to the Company’s profits in the relevant fiscal
year. The Company’s management plans to propose an annual dividend distribution of a maximum of 30% of the
Company’s net profit in the relevant fiscal year.
7. Use of proceeds
The proceeds of the Offering, less expenses connected with the Offering, shall be used based on the following
priorities :
1. Approximately 75% for development of new factories;
2. Approximately 25% for repayment of bank loans.
A more detailed explanation of the use of proceeds is presented in Chapter II of the Prospectus.

ix

I.

OFFERING

The Company is conducting an initial public offering of 151,854,000 shares with a nominal value of Rp100 per share,
at an offering price of Rp1,275 per share, which must be paid in full upon submission of SSF. The total value of the
Offering is Rp193,613,850,000.
The shares offered in the Offering are new shares from shares under portfolio. These shares shall provide their
holders equal and similar rights in all respects with the Company’s issued and fully paid up shares, including the
rights to dividend distributions.

PT NIPPON INDOSARI CORPINDO Tbk.
Line of Business:
Establish factory and produce various types of bread
Domiciled in Cikarang, Bekasi
Head Office:
Jababeka Industrial Estate
Jl. Jababeka XII A, Block W No. 40-41, Cikarang, Bekasi
Tel (021) 8935088, Fax: (021) 8935286, 8935473
Website : www.sariroti.com
Factories:
Cikarang :

Cikarang :

Pasuruan :

Jababeka Industrial Estate
Jl. Jababeka XII A
Block W No. 40-41
Cikarang, Bekasi
Tel: (021) 8935088
Fax: (021) 8935286, 8935473

Jababeka Industrial Estate
Jl. Jababeka XVII B
Block U No. 33
Cikarang, Bekasi

PIER Industrial Estate
Jl. Rembang Industri Raya No. 28
Pasuruan 67152
East Java
Tel: (0343) 740388
Fax: (0343) 740387

THE MAJOR RISK FACING THE COMPANY IS THE RISK RELATING TO PRODUCT CONTAMINATION, FROM
RAW MATERIALS, DURING PRODUCTION AND AT DISTRIBUTION. THE COMPLETE BUSINESS RISKS OF
THE COMPANY ARE SET OUT IN CHAPTER V OF THIS PROSPECTUS.
The Company was incorporated under the name PT Nippon Indosari Corporation by Deed of Establishment No. 11 dated
March 8, 1995, as amended by Deed of Amendment of Articles of Association No. 274 dated April 29, 1995, both drawn
up before Benny Kristianto, SH, Notary in Jakarta, which have been ratified by the Minister of Law and Human Rights
(formerly Minister of Justice) pursuant to Decree No. C2-6209 HT.01.01.Th.95 dated March 18, 1995, registered in the
District Court of Bekasi No 264 and 265 dated September 14, 1995, and published in the State Gazette of the Republic of
Indonesia No. 94 dated November 24, 1995, Supplement No. 9729/1995.

1

The Deed of Establishment, which contains the Company’s articles of association, have been amended by the following
deeds:
1. Deed of Amendment of Articles of Association No. 23 dated July 7, 1997, drawn up before Benny Kristianto, SH,
Notary in Jakarta, which has been ratified by and reported to the Minister of Law and Human Rights (formerly
Minister of Justice) pursuant to Decree No. C2-8.943 HT.01.04 TH.97 dated September 2, 1997, registered in the
Company Register at the Office of Company Register of the District of Bekasi under agenda No. 37/BH.10.07/X/1997
dated October 31, 1997, and published in the State Gazette of the Republic of Indonesia No. 4 dated January 13,
1998, Supplement No. 268/1998, that has been revised by the State Gazette of the Republic of Indonesia No. 11
dated February 6, 2001, Supplement No. 268a/2001. This deed approves the amendments to Articles 2, 3 and 4 of
the Company’s articles of association.
2. Deed of Meeting Resolution No. 5 dated July 23, 2003, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta,
which has been ratified by the Minister of Law and Human Rights (formerly Minister of Justice and Human Rights)
pursuant to Decree No. C-19350.HT.01.04.TH.2003 dated August 14, 2003, registered in the Company Register at
the Office of Company Register of the District of Bekasi under agenda No. 418/BH.10.07/X/2003 dated October 9,
2003, and published in the State Gazette of the Republic of Indonesia No. 85 dated October 24, 2003, Supplement
No. 10575/2003. This deed approves the increase of the Company’s authorized capital, confirmation of the
Company’s boards and change of the Company’s name from PT Nippon Indosari Corporation to PT Nippon Indosari
Corpindo. Notice of change of the name of the Company has been received and registered by BKPM pursuant to
BKPM letter No. 228/B2/A6/2003 dated September 4, 2003, regarding the Change of the Name of the Company.
3. Deed of Meeting Resolution No. 3 dated June 7, 2005, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta,
which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. C-19324
HT.01.04.TH.2005 dated July 13, 2005, registered in the Company Register at the Office of Company Register of the
District of Bekasi No. 546/BH.10.07/XI/2005 dated September 21, 2005, and published in the State Gazette of the
Republic of Indonesia No. 104 dated December 30, 2005, Supplement No. 1234/2005. This deed approves the
amendments to Articles 11.3(a), 11.3(b) and 11.6(b) on the Responsibility and Authority of the Board of Directors.
4. Deed of Meeting Resolution No. 1 dated July 1, 2008, drawn up before Ukon Krisnajaya, SH, Notary in Jakarta,
which has been ratified by the Minister of Law and Human Rights pursuant to Decree No. AHU65556.AH.01.02.Tahun 2008 dated September 18, 2008, registered in the Company Register No. AHU
0087323.AH.01.09.Tahun 2008 dated September 18, 2008, and published in the State Gazette of the Republic of
Indonesia No. 92, Supplement No. 23590/2008, on increase of capital and amendment to entire articles of
association in accordance with Law No. 40/2007 on Limited Liability Company.
5. Deed of Meeting Resolution No. 17 dated December 30, 2009, drawn up before Ukon Krisnajaya, SH, Notary in
Jakarta, which has been reported to the Minister of Law and Human Rights by Receipt of Notice of Change of
Company Data No. AHU-AH.01.10-03769 dated February 12, 2010, and registered in the Company Register No.
AHU-0011453.AH.01.09.Tahun 2010 dated February 12, 2010. This deed approves the cancellation of Deed of
Meeting Resolution No. 10 dated November 16, 2009, the change of the Company’s Board of Directors and Board of
Commissioner and the sale of shares belonging to Bonlight Investments Limited to Treasure East Investments
Limited.
In relation to the Offering, the Company amended its articles of association in compliance with articles of association for
listed companies and changed the name of the Company to PT Nippon Indosari Corpindo Tbk by Deed No. 86 dated
February 24, 2010, drawn up before FX Budi Santoso Isbandi, SH, Notary in Jakarta, which has been ratified by the
Minister of Law and Human Rights pursuant to Decree No. AHU.12936.AH.01.02.Tahun 2010 dated March 12, 2010,
and registered in the Company Register No. AHU-0019036.AH.01.09.Tahun 2010 dated March 12, 2010.

2

As of the date of this Prospectus, the Company’s capital structure and shareholding are as follows:
Description
Authorized capital
Issued and paid-up capital:
Bonlight Investments Limited
Treasure East Investments Limited
Sojitz Corporation
Shikishima Baking Co., Ltd
Total issued and paid-up capital
Shares in portfolio

Par value Rp100 per share
No. of shares
Par value (Rp)
3,440,000,000
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
860,506,000
2,579,494,000

Percentage

34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
86,050,600,000
257,949,400,000

40
40
10
10
100

Assuming all shares offered in this Offering are subscribedm the Company’s proforma capital structure and
shareholders shall become as follows:
Description
Authorized capital
Issued and paid-up capital:
- Bonlight Investments Limited
- Treasure East Investments Limited
- Sojitz Corporation
- Shikishima Baking Co. Ltd.
- Public
Total issued and paid-up capital
Shares in portfolio

Par value Rp100 per share
No. of shares
Par value (Rp)
3,440,000,000
344,000,000,000
344,202,400
344,202,400
86,050,600
86,050,600
151,854,000
1,012,360,000
2,427,640,000

34,420,240,000
34,420,240,000
8,605,060,000
8,605,060,000
15,185,400,000
101,236,000,000
242,764,000,000

Percentage

34.0
34.0
8.5
8.5
15.0
100.0

Simulatenously with the listing of Shares from the Offering of 151,854,000 shares or 15% of the Company’s issued
and paid-up capital after the Offering, the Company shall also list all shares that have been issued prior to the
Offering of 860,506,000 shares or 85% of the Company’s issued and paid-up capital after the Offering. As such, the
total number of the Company’s shares in IDX is 1,012,360,000 shares or 100% of the issued and paid-up capital after
the Offering.
The Company does not plan to issue or list other shares and/or other securities that can be converted into shares
within twelve months from the Effective date of this Offering. Should the Company decide to do so in the future, the
Company shall follow the provisions of the prevailing regulations.
Employee Stock Allocation (ESA)
The ESA program shall be implemented in accordance with Bapepam Regulation No. IX.A.7, Attachment to Decree
of the Chairman of Bapepam No. KEP-45/PM/2000 dated October 27, 2000, on Responsibilities of Allotment
Manager in Subscription and Allotment of Securities in a Public Offering, which allows up to 10% of the Shares
offered to the public to be owned by employees. The Company has decided to implement the ESA program to all of
the Company’s employees, which shall be administered in the Offering through special orders with the following
conditions:
1. The number of shares allocated is up to 15,185,500 shares;
2. Payment for shares ordered by employees shall be made in cash.
Shares offered in the ESA program shall originate from the fixed allocation portion. Should the order under the ESA
program is less than 15,185,500 shares, the remaining shares shall be offered to the public.

3

II. USE OF PROCEEDS
The proceeds of the Offering, less expenses connected with the Offering, will be used based on the following
priorities:
1. Approximately 75% for development of new factories.
The Company expands its business by opening new factories to increase capacity and penetrate other regions
in Indonesia. The new factories to be opened are located in Semarang and Medan. If the funds required to
develop these factories are not met by the proceeds of the Offering, the Company will use bank financing to
complete the expansion.
2. Approximately 25% for repayment of bank loans.
Lender:
Outstanding:
Interest rate:
Maturity date:
Note:

PT Bank Central Asia Tbk
Rp65,000,000,000
1% below prime rate
July 21, 2014
Terms and conditions of the loan can be seen in Chapter III on Indebtedness

In accordance with Bapepam-LK’s Circular No. SE-05/BL/2006 dated September 29, 2006, on Disclosure of
Expenses in a Public Offering, the total expenses incurred by the Company in the Offering is approximately 3% of the
total proceeds of the Offering, consisting of:
-

-

Underwriting fee:
Management fee:
Selling fee:
Capital market supporting entities and professionalsL
• Legal counsel:
• Auditor:
• Appraiser:
• Registrar:
• Notary:
Others:

0.75%
0.75%
0.50%
0.48% consisting of
0.10%
0.28%
0.05%
0.02%
0.03%
0.52% .

According to Bapepam’s Regulation No. X.K.4, Attachment to the Decree of the Chairman of Bapepam No. Kep27/PM/2003 dated July 17, 2003, on Report of the Realization of the Use of Proceeds from a Public Offering, the
Company shall periodically report the realization of the use of proceeds from the Offering to Bapepam-LK and shall
account for the same to the Company’s shareholders in a general meeting of shareholders.
Should at any time in the future the Company intend to amend its plan for the use of proceeds from the Offering, the
Company shall first report such intention to Bapepam-LK by stating the grounds and considerations for such
amendment and shall obtain prior approval for the amendment of the use of proceeds from the Company’s
shareholders in a general meeting of shareholders.
The use of proceeds of the Offering shall be implemented in accordance with the prevailing Capital Market
regulations.

4

III. INDEBTEDNESS
Based on the Company’s financial statements for the year ending December 31, 2009, which has been audited by
the Public Accounting Firm Purwantono, Suherman & Surja (previously Purwantono, Sarwoko & Sandjaja), a
member of Ernst & Young Global Limited, with an unqualified opinion, the Company has a total indebtedness of
Rp179,138 million with the following details:
Description
CURRENT LIABILITIES
Trade payables – third parties
Other payables
Taxes payable
Accrued expenses
Current maturities of long-term loans
Total current liabilities

(in millions of Rupiah)
Balance as of December 31, 2009
37,635
13,108
12,162
7,543
25,000
95,448

NON-CURRENT LIABILITIES
Customers’ deposits
Long-term bank loans – net of current maturities
Deferred tax liability – net
Estimated liability for employee benefits
Total non-current liabilities
TOTAL LIABILITIES

4,420
68,750
6,590
3,929
83,690
179,138

1. Trade payables – third parties
Trade payables to third parties arising from purchases of raw materials and packaging materials amounted to
Rp37,635 million as of December 31, 2009.
2. Other payables
Other payables arising from transportation and distribution services, construction of a new plant and purchases of
machinery and equipment amounted to Rp13,108 million as of December 31, 2009.
3. Taxes payable
Taxes payable as of December 31, 2009, amounted to Rp12,162 million, with the following details:
Description
Income taxes:
Article 21
Article 23
Article 25
Article 26
Article 29
Total

4.

(in millions of Rupiah)
Balance as of December 31, 2009
233
156
962
67
10,744
12,162

Accrued expenses

Accrued expenses as of December 31, 2009, amounted to Rp7,543 million, with the following details:
Description
Promotion expenses
Transportation and distribution
Royalty fees
Electricity, gas and water
Others (below Rp500 million each)
Total

(in millions of Rupiah)
Balance as of December 31, 2009
2,502
1,884
1,591
921
646
7,543
5

5. Customers’ deposits
Customers’ deposits amounted to Rp4,420 million as of December 31, 2009.
6. Bank loans
The following are details of the bank loans:
Description
PT Bank Central Asia Tbk
PT Bank Resona Perdania
Total
Less: current maturities
Long-term portion

(in millions of Rupiah)
Balance as of December 31, 2009
68,750
25,000
93,750
25,000
68,750

PT Bank Central Asia Tbk (”BCA”)
Based on notarial deed No. 40 dated July 21, 2008, of Veronica Sandra Irawaty Purnadi, SH, BCA agreed to grant
investment credit facility to finance the Company’s expansion in Cikarang. The facilility has a maximum amount of
Rp75,000 million, a certain portion of which has been used to issue Letter of Credit. The loan was available for
withdrawal until June 2009 and is payable in monthly installments from August 2009 through July 2014 and carried
an interest rate ranging from 11.75% to 14% pa in 2009.
The loan is secured by land at Block U-33, Jababeka Industrial Estate, Cikarang, Bekasi, together with the
manufacturing plant, machinery and equipment as well as production supporting facilities thereon with net book value
amounting to Rp86,696 million as of December 31, 2009.
Under the terms of the loan agreement, the Company is required to obtain prior written approval from BCA with
respect to, among others:
a.
b.
c.
d.
e.
f.
g.
h.

Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Company’s assets while the
Company is in violation of its financial covenants;
Lending money, including but not limited to its affiliated companies, other than in the normal course of business;
Entering into transactions with another party, including but not limited with its affiliated companies, on a nonarms length basis;
Submitting application for bankruptcy or deferral of payments to the relevant authority (court of law);
Making investments in or opening new businesses other than the Company’s existing business activities;
Divesting the Company’s fixed assets or major assets that constitute more than 20% of the Company’s equity or
10% of the Company’s revenues, whichever is lower, unless in the normal course of business;
Conducting merger, consolidation, takeover or dissolution of the Company;
Amending the status of the Company and the articles of association on objectives of the Company and reduction
of capital.

The Company is also required to maintain the following financial ratios:
1. Debt to equity ratio of not more than 2x
2. EBITDA (earnings before interest, taxes, depreciation and amortization) to interest and monthly principal
repayment ratio of not less than 1.25x
3. Current ratio of not less than 1x.
As of December 31, 2009, the Company has met all the required financial ratios. In relation to the Offering, the
Company has obtained approval from BCA to change the status of the Company by letter No. 10138/GBK/2010
dated February 23, 2010. There are no negative covenants that put the public shareholders at a disadvantage.

6

PT Bank Resona Perdania (”BRP”)
On June 15, 2007, the Company obtained a loan amounting to Rp40,000 million from BRP to finance the Company’s
expansion. This non-revolving loan is payable in quarterly installments of Rp2,500 million starting on September 18,
2008, through June 18, 2012, and is secured by a fiduciary transfer of ownership on certain machinery and
equipment of the Company with net book value amounting to Rp23,840 million as of December 31, 2009. The loan
carried an interest rate ranging from 8.81% to 12.43% in 2009.
Under the terms of the loan agreement, the Company is required to obtain prior written approval from BRP with
respect to, among others:
a.
b.
c.
d.
e.

Obtaining new loan and/or acting as guarantor in whatever form and/or pledging the Company’s assets;
Lending money, including but not limited to its affiliated companies, other than in the normal course of business;
Conducting consolidation, takeover, investment, dissolution or declaring bankruptcy in the Commercial Court;
Amending the status of the Company
Entering into transactions with another party, including but not limited with its affiliated companies or
shareholders, on a non-arms length basis.

As of December 31, 2009, the Company has met all the loan requirements. In relation to the Offering, the Company
has obtained approval from BRP to amend the terms of loan by letter No. 2