buku prospektus final bintraco bhs inggris lowress a4f21 2742 151
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Efective Date
Public Ofering Period
Allotment Date
Refund Date
Electronic Shares Distribution Date
Listing Date
:
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:
:
:
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March 30, 2017
March 31, April 3 - 4, 2017
April 6, 2017
April 7, 2017
April 7, 2017
April 10, 2017
OJK DOES NOT PROVIDE STATEMENT TO HAVE AGREED OR DISAGREED TO THE SECURITIES DESCRIBED
HEREIN, NOR DOES IT CONFIRM THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT
CONTRARY THERETO SHALL CONSTITUTE AN UNLAWFUL ACT.
PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk, ABBREVIATED AS PT BINTRACO DHARMA
Tbk (“COMPANY”) AND THE JOINT LEAD UNDERWRITES ARE FULLY RESPONSIBLE FOR THE ACCURACY
OF THE INFORMATION OR MATERIAL FACTS AND THE OBJECTIVITY OF OPINIONS INCLUDED THEREIN.
SHARES OFFERED IN THIS PUBLIC OFFERING ARE ENTIRELY LISTED ON INDONESIA STOCK EXCHANGE
(“BEI”).
PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk
(”PT BINTRACO DHARMA Tbk”)
Main Business Activities:
Engage in Trade, Authorized Dealer, Services including Financing Services Related to Motor Vehicle through
Subsidiaries and Management Consulting Services
Domiciled in North Jakarta, Indonesia
Head Oice:
Jalan Gaya Motor I No. 8
Sunter II, Jakarta 14330
Telepon: (+6221) 6511232
Fax: (+6221) 6512176
Operational Oice:
Sunburst CBD Lot II No. 3
BSD City, Kota Tangerang Selatan
15321
Telepon: (+6221) 22356800
Fax: (+6221) 22356801
Dealer Network and Branch Oice:
22 dealer network in Central Java and
DI Yogyakarta
37 inancing service oices in Jakarta,
Central Java, DI Yogyakarta, West Java,
East Java, Banten, Bali, North Sumatra,
West Kalimantan and South Sulawesi
website: www.bintracodharma.com
email: investor.relation@bintracodharma.com
INITIAL PUBLIC OFFERING
A total of 150,000,000 (one hundred and ifty million) ordinary shares with a nominal value of Rp100 (one hundred
Rupiah) per share, or as much as 10% (ten percent) of the issued and fully paid-up shares in the Company after the
Public Ofering, ofered to the Public with an Ofer Price of Rp 1,750 (one thousand seven hundred ifty Rupiah) per share,
to be paid in full at the time of iling the Share Subscription Form (“FPPS”). The overall amount of Public Ofering is Rp
262.500.000.000 (two hundred sixty two billion ive hundred million Rupiah).
Pursuant to Decision of the Board of Directors of the Company No. 002/HRD/SK/II/2017 dated January 18, 2017, the
Company implements Employee Stock Allocation (“ESA”) program with the amount of a maximum of 10% (ten percent) of
the amount ofered in the Initial Public Ofering or a maximum of 15,000,000 (ifteen million) shares. Detailed information
about the ESA program can be found in Chapter I hereof.
All shares of the Company ofered in this Public Ofering gives the holder the same and equal rights in all respects with the
other shares in the Company that have been issued and fully paid-up, including the right to dividend distribution, the right
to vote at the GMS, the right to distribution of bonus shares and the rights issue, in accordance with Law No. 40 of 2007
on Limited Liability Companies (“Company Law”).
JOINT LEAD UNDERWRITERS
PT Ciptadana Sekuritas Asia
PT CIMB Sekuritas Indonesia
UNDERWRITERS
PT Erdikha Elit Sekuritas ● PT Magenta Kapital Indonesia ● PT Minna Padi Investama Sekuritas Tbk
● PT Phillip Securities Indonesia ● PT Proindo International Securities ● PT Shinhan Sekuritas Indonesia
The Joint Lead Underwriters and the Underwriters Guarantee the Full Commitment to the Company’s Initial
Public Ofering
MAIN RISK FACED BY THE COMPANY IS RISK OF BUSINESS COMPETITION, WHICH CAN PROVIDE
NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAL PERFORMANCE, FINANCIAL CONDITION
AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY
LISTED IN CHAPTER VI HEREOF.
RISKS RELATED TO OWNERSHIP OF SHARES OF THE COMPANY ARE ILLIQUIDITY OF THE SHARES OFFERED
ON THIS PUBLIC OFFERING, CONSIDERING THE NUMBER OF SHARES OFFERED BY THE COMPANY IS NOT
TOO BIG, THEN THERE IS A POSSIBILITY THAT THE SHARES OF THE COMPANY WILL NOT BE LIQUID IN ITS
TRADE. THUS, THE COMPANY CANNOT PREDICT WHETHER THE MARKET OF SHARES OF THE COMPANY
WILL BE ACTIVE OR THE LIQUIDITY OF SHARES OF THE COMPANY WILL BE MAINTAINED.
THE COMPANY DOES NOT ISSUE COLLECTIVE SHARE CERTIFICATES RESULTING FROM THIS PUBLIC
OFFERING, BUT SUCH SHARES WILL BE DISTRIBUTED IN ELECTRONICS TO BE ADMINISTERED IN
COLLECTIVE DEPOSITORY IN PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”).
This Prospectus is issued in Jakarta on March 31, 2017
The Company has submitted Securities Issuance Registration Statement in connection with the Public
Ofering to the Chief Executive of Capital Market Supervisor of Financial Services Authority (hereinafter
referred to “OJK”) with a Letter No. Leg/SRT-026/XII/2016 dated December 27, 2016 in accordance with
the requirements stipulated in Law No. 8 of 1995 dated November 10, 1995 on Capital Market, State
Gazette No. 64 of 1995, Supplemental State Gazette No. 3608 along with its implementing regulations
and amendments thereto (hereinafter referred to as “Capital Market Law”).
Shares ofered in the Public Ofering are planned to be listed on the BEI in accordance with the
Securities Registration Preliminary Agreement that has been made between the Company and BEI
on December 21, 2016 if it meets the listing requirements set by BEI, among others, concerning the
number of shareholders, both individuals and institutions in BEI and each shareholder has at least
1 (one) unit of share trading. If the listing requirements are not met, then the Public Ofering is null and
void and payment of subscription of these shares must be returned to the subscriber in accordance with
the provisions of the Capital Market Law, the Underwriting Agreement and Regulation No. IX.A.2. of
Appendix to the Bapepam-LK Decision No. Kep-122/BL/2009 dated May 29, 2009.
All of the Capital Market Institutions and Supporting Professionals the in the Public Ofering are fully
responsible for the data presented in accordance with their functions, in accordance with the regulations
in force in the territory of the Republic of Indonesia and the code of ethics, norms and standards of their
respective professions.
In connection with this Public Ofering, each ailiated parties are prohibited from providing information
or statements concerning the data not disclosed therein without the written consent of the Company and
the Lead Underwriters.
PT Ciptadana Sekuritas Asia and PT CIMB Sekuritas Indonesia as the Joint Lead Underwriters, other
Underwriters and Capital Market Institutions and Supporting Professionals in this Public Ofering, irmly
state not to be ailiated with the Company either directly or indirectly, as deined in the Capital Market
Law. Further explanation on the absence of ailiation can be found in Chapter XIII on the Underwriting
and Chapter XIV on Institutions and Professionals Supporting the Capital Market.
THIS PUBLIC OFFERING IS NOT REGISTERED UNDER LAWS OR OTHER REGULATIONS
OTHER THAN THOSE APPLICABLE IN INDONESIA. WHOEVER OUTSIDE INDONESIA RECEIVES
THIS PROSPECTUS OR OTHER DOCUMENTS RELATED TO THIS PUBLIC OFFERING, THE
PROSPECTUS OR DOCUMENTS ARE NOT INTENDED AS AN OFFER DOCUMENTS TO BUY
SHARES, EXCEPT IF SUCH OFFER, OR PURCHASE OF SHARES ARE NOT CONTRARY OR
NOT CONSTITUTE A VIOLATION AGAINTS LAWS AND REGULATIONS APPLICABLE IN THE
COUNTRY.
THE COMPANY HAS DISCLOSED ALL INFORMATION, DATA OR STATEMENTS AND HONESTY
OF OPINION REQUIRED TO BE DISCLOSED TO THE PUBLIC AND THERE ARE NO OTHER
INFORMATION, DATA OR STATEMENTS AND HONESTY OF OPINION NOT DISCLOSED TO
THE PUBLIC THAT IT IS NOT MISLEADING.
TABLE OF CONTENTS
TABLE OF CONTENTS........................................................................................................................... i
DEFINITIONS AND ABBREVIATIONS ...................................................................................................iii
SUMMARY .............................................................................................................................................iii
I.
PUBLIC OFFERING ..................................................................................................................... 1
II.
PLAN FOR USE OF PROCEEDS FROM THE PUBLIC OFFERING .......................................... 5
III.
STATEMENT OF LIABILITIES ..................................................................................................... 7
IV.
SUMMARY OF FINANCIAL HIGHLIGHTS ................................................................................ 41
V.
MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................... 46
VI.
BUSINESS RISKS ..................................................................................................................... 64
VII.
MATERIAL EVENTS AFTER THE DATE OF INDEPENDENT AUDITOR’S REPORT............... 69
VIII.
INFORMATION OF THE COMPANY AND SUBSIDIARIES ....................................................... 70
1.
Brief History of the Company .............................................................................................. 70
2.
Capital Growth and Shareholding ....................................................................................... 75
3.
Brief Description of Incorporated Shareholders .................................................................. 83
4.
Brief Description of Subsidiaries ......................................................................................... 85
5.
Organization Structure of the Company ............................................................................ 124
6.
Management And Supervision of the Company ................................................................ 125
7.
Human Resources ............................................................................................................ 130
8.
Consolidated Direct and Indirect Ownership Scheme of the Company and
Subsidiaries....................................................................................................................... 133
9.
Relations of Management and Supervision with Shareholders in the Form of
Legal Entity and Subsidiary............................................................................................... 134
10. Information on Fixed Assets of the Company ................................................................... 134
11. Insurance .......................................................................................................................... 141
12. Material Agreements with Third Parties ............................................................................ 152
13. Material Agreements with Ailiated Parties ....................................................................... 219
14. Legal Proceedings Being Faced by the Company, the Board of Commissioners and
Board of Directors ............................................................................................................. 229
15. Intellectual Property Rights ............................................................................................... 229
i
IX.
ACTIVITIES AND PROSPECTS OF THE COMPANY’S AND SUBSIDIARIES’ BUSINESS ... 230
1.
General ............................................................................................................................. 230
2.
Competitive Advantage ..................................................................................................... 232
3.
Business Activity of the Company ..................................................................................... 234
4.
Sales, Customer and Marketing ........................................................................................ 249
5.
Competition ....................................................................................................................... 251
6.
Business Strategy ............................................................................................................. 252
7.
Prospects .......................................................................................................................... 254
8.
Corporate Social Responsibility (“CSR”) ........................................................................... 255
9.
Good Corporate Governance ............................................................................................ 255
X.
INDUSTRY OVERVIEW ........................................................................................................... 257
XI.
EQUITY .................................................................................................................................... 270
XII.
DIVIDEND POLICY .................................................................................................................. 271
XIII.
TAXATION ................................................................................................................................ 272
XIV.
UNDERWRITING ..................................................................................................................... 274
XV.
INSTITUTIONS AND PROFESSIONALS SUPPORTING THE CAPITAL MARKET ................ 276
XVI.
ARTICLES OF ASSOCIATION OF THE COMPANY ............................................................... 279
XVII. LEGAL OPINION ..................................................................................................................... 297
XVIII. INDEPENDENT AUDITOR’S REPORT.................................................................................... 319
XIX. SHARE SUBSCRIPTION REQUIREMENTS ........................................................................... 491
XX.
DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORM ........................... 496
ii
DEFINITIONS AND ABBREVIATIONS
The terms and expressions therein have the following meanings:
Ailiates
Means as referred to in Article 1 paragraph 1 of Capital Market Law,
namely:
a. family relationship by marriage and by blood up to the second
degree, both horizontally and vertically;
b. relationship between employees, Directors and Commissioners of
the party;
c. relationship between 2 (two) companies where there is 1 (one) or
more same Directors or Commissioners;
d. relationship between the company and the parties, either directly
or indirectly controlling or controlled by the company;
e. relationship between 2 (two) companies controlled either directly or
indirectly, by the same party; or
f. relationship between the company and Main Shareholders.
Abridged Prospectus
Means written statement or information which is a summary of the
Preliminary Prospectus prepared and published by the Company
supported by the Joint Lead Underwriter in accordance with Regulation
No. IX.C.3, Appendix to the Head of Bapepam Decision No. Kep.43/
PM/2000 dated October 27, 2000 on Guidelines for the Form and
Content of Abridged Prospectus in the Framework of Public Ofering
and will be announced in no later than 2 (two) Business days after the
receipt of a statement from the OJK that the Company may announce
the Abridged Prospectus as stipulated in the Regulation No. IX.A.2.
Account Holder
Means the person whose name is listed as the owner of a Securities
Account in KSEI which includes the Custodian Bank and/or the
Securities Company and/or other parties approved by KSEI with regard
to the laws and regulations applicable in the capital market and KSEI
regulations.
Allotment Date
Means no later than 2 (two) Business days commencing after the
closing of the Initial Public Ofering Period, at which time the Allotment
Manager sets the allotment Shares Ofered for each subscriber.
Allotment Manager
Means PT Ciptadana Sekuritas Asia, responsible for allotment on the
sale of shares ofered to be performed if the number of orders on the
shares exceeds the number of shares ofered in this public ofering,
pursuant to Regulation No. IX.A.7.
ATPM
Means an abbreviation of Agen Tunggal Pemegang Merek (Trademark
Holding Sole Agent), in this case is PT Toyota Astra Motor.
BAE
Means an abbreviation of Biro Administrasi Efek (Securities
Administration Bureau), in this case is PT Raya Saham Registra.
Bapepam
Means an abbreviation of Badan Pengawas Pasar Modal (Capital
Market Supervisory Board) as referred to in Article 3 of the Capital
Market Law.
iii
Bapepam-LK
Means an abbreviation of the Capital Market Supervisory Agency and
Financial Institution as referred to in the Minister of Finance of the
Republic of Indonesia Decree No. 184/PMK.01/2010 dated October 11,
2010 on the Organization and Procedure of Capital Market Supervisory
Agency and Financial Institution or its successors and recipients of
rights and obligations formerly known as Bapepam.
BEI
Means an abbreviation of PT Bursa Efek Indonesia (Indonesia Stock
Exchange), a limited liability company domiciled in Jakarta, namely the
party that organizes and provides a system and/or a means to bring
together ofers of sale and purchase of other parties’ securities with the
purpose of trading securities between them, as well as a place where
the shares of the Company are listed.
BNRI
Means Berarti Berita Negara Republik Indonesia (State Gazette of the
Republic of Indonesia).
Business Day
Monday to Friday, except national holidays set by the Government of
the Republic of Indonesia.
Calender Day
Means all days within 1 (one) year in accordance with the Gregorian
calendar without exception, including Saturday, Sunday and national
holidays which at times set by the Government and a regular work day
that is due to speciic circumstances set by the Government as not a
normal business day.
Capital Market Law
Means Law No. 8 of 1995 on Capital Markets, the State Gazette of the
Republic of Indonesia No. 64 of 1995, Supplemental No. 3608 and its
implementing regulations.
Collective Depository
Means depository services on securities owned jointly by more than one
party whose interests are represented by the Custodian, as referred to
in the Capital Market Law.
Company
Means PT Industri dan Perdagangan Bintraco Dharma Tbk abbreviated
as PT Bintraco Dharma Tbk, domiciled in North Jakarta, a limited liability
company established under the laws and regulations of the Republic of
Indonesia.
Company Law
Means the Law of the Republic of Indonesia No. 40 of 2007 on Limited
Liability Company.
Company Registration
Requirement Law
Means the Law of the Republic of Indonesia No. 3 of 1982 on Company
Registration Requirement.
Custodian
Means the party providing securities custody services and other
assets related to securities and other services, including the receipt of
dividends, interest and other rights, completing securities transactions
and representing the account holders who become its customers.
Distribution Date
Means the same date as the Payment Date, i.e. no later than 2 (two)
business days after the Allotment Date, on which the Shares Ofered
are distributed electronically by the KSEI to the Underwriter and then
distributed to subscribers.
Efective
Means the fulillment of the entire procedure and requirements in the
Registration Statement set forth in Capital Market Law and item 4 of
Regulation No. IX.A.2, Appendix to Head of Bapepam-LK Decision
No. KEP-122/BL/2009 dated May 29, 2009 concerning Registration
Procedures in the Framework of Public Ofering.
iv
Efective Statement
Means a statement issued by the OJK stating that Registraton
Statement is Efective.
EGMS
Means the Extraordinary General Meeting of Shareholders held in
accordance with the provisions of the articles of association of the
Company, Company Law and Capital Market Law.
ESA Program
Means abbreviati of the Emploee Stock Allocation Program, namely a
certain allocation granting program of the Ofered Shares in the Initial
Public Ofering for employees of the Company speciied by the Board of
Directors pursuant to Decision No.002/HRD/SK/II/2017 dated January
18, 2017 in the maximum amount of 10% (ten percent) of the total
Oferred Shares or a maximum of 15,000,000 (ifteen million) shares.
Exchange Day
Days where BEI or legal entity replacing it conduct stock exchange
activities according to the legislation in force and the provisions of BEI.
GMS
Means the General Meeting of Shareholders held in accordance with
the articles of association of the Company, Company Law and Capital
Market Law.
KAP
Means Kantor Akuntan Publik (Public Accounting Firm).
KSEI
Means an abbreviation of PT Kustodian Sentral Efek Indonesia, which
is in charge of administering storage of securities based on Securities
Registration Agreement on Collective Depository.
Lead Underwriter
Means the party who will be responsible for the implementation of
Public Ofering, which in this case is PT Ciptadana Sekuritas Asia, a
limited liability company incorporated under the laws of the Republic of
Indonesia and domiciled in Jakarta and PT CIMB Sekuritas Indonesia,
a limited liability company incorporated under the laws of the Republic
Indonesia and domiciled in Jakarta, in accordance with the terms and
conditions of Underwriting Agreement.
Listing Date
Means the registration date of shares to be traded on the Stock
Exchange no later than 1 (one) Business day after the Distribution Date.
Main Shareholders
Means any party, either directly or indirectly, has at least 20% (twenty
percent) of the voting rights of all shares with voting rights issued by the
Company.
Minister of Justice and Human Means the Minister of Justice and Human Rights of the Republic of
Indonesia, formerly called the Ministry of Justice of the Republic of
Rights of the Republic of
Indonesia, which changed its name into the Ministry of Justice and
Indonesia
Legislation of the Republic of Indonesia, and inally changed into into
the Ministry of Justice and Human Rights of the Republic of Indonesia.
New Shares
Means ordinary shares with a nominal value of Rp100 (one hundred
Rupiah) per share to be issued from the deposits (portfolio) of the
Company, ofered and sold to the Public through Public Ofering in the
total number of 150,000,000 (one hundred and ifty million) shares,
which subsequently listed on the BEI on the Listing Date.
Ofer Price
Means the price per share ofered, through Public Ofering where the
price has been determined through a bookbuilding process, namely
Rp 1,750 (one thousand seven hundred and ifty Rupiah).
v
OJK
Means Otoritas Jasa Keuangan/the Financial Services Authority which
is an institution recognized as independent and free from interference
of other parties, which have functions, duties and authorities to
regulate, supervise, inspect and investigate as stipulated in Law No.
21 of 2011 on the Financial Services Authority (“OJK Law”) in which the
duties and authority include the regulation and supervision of inancial
services activities in the banking, capital market, insurance, pension
funds, inancial services institutions and other inancial institutions
sector. Since December 31, 2012, the functions, duties and authority of
regulation and supervision of inancial services activities in the capital
market sector switch from Bapepam to the OJK, or its successors and
recipients of rights and obligations, in accordance with Article 55 of the
OJK Law.
OJK Regulation No. 30/2015
Means the OJK Regulation No. 30/POJK.04/2015 dated December 16,
2015 on Report on Utilization of Funds from Public Ofering.
OJK Regulation No. 32/2014
Means the OJK Regulation No. 32/POJK.04/2014 on the Planning
and Implementation of the General Meeting of Shareholders of Public
Company.
OJK Regulation No. 33/2014
Means the OJK Regulation No. 33/POJK.04.2014 on Directors and
Board of Commissioners of Issuer or Public Company.
OJK Regulation No. 34/2014
Means the OJK Regulation No. 34/POJK.04/2014 on the Nomination
Committee or Issuer Remuneration or Public Companies.
Payment Date
Means the payment date of proceeds from the sale of Shares ofered in
the initial market that must be paid by the Underwriters to the Company
through the Joint Lead Underwriters, namely on the Distribution Date.
Preliminary Prospectus
Means a written document prepared by the Company and the Lead
Underwriters in the framework of Initial Public Ofering and contains
all information therein submitted to the OJK as part of the Registration
Statement, unless the information on the number, the Ofer Price, the
underwriting or other matters related to the terms of ofer cannot be
determined, in accordance with the Regulation No. IX.A.8.
Priority Shares
Means the shareholders granted the priority rights to purchase shares to
be issued within a month after the notiication by the Board of Directors
to issue such shares.
Prospectus
Means the inal written document prepared by the Company together
with the Lead Underwriters, which contains all information and important
and relevant facts about the Company and the Shares Ofered in the
form and substance in accordance with Regulation No. IX.C.2, Appendix
to the Head of Bapepam Decision No. Kep-51/PM/1996 dated January
17, 1996 on Guidelines for the Form and Content of Prospectus for
Public Ofering.
Public
Means individuals and/or entities and/or legal entities, both Indonesian
citizens and/or Indonesian agencies and/or legal entities as well as
foreign citizens and/or foreign agencies and/or foreign legal entities,
either residing or incorporated in Indonesia or residing or incorporated
abroad allowed to have Shares Ofered with regared to the legislation
in force.
vi
Public Ofering or Initial Share Means any ofering for Shares Ofered made by the Company to
the Public bearing in mind the terms and conditions as set out in the
Public Ofering
Underwriting Agreement and the procedures stipulated in the Capital
Market Law and regulations applicable in the Indonesia Stock Exchange.
Public Ofering Period
Means the period for the Public to be able to apply for the subscription
of Shares Ofered, unless the Public Ofering Period is closed earlier
as provided in the Underwriting Agreement, but shall not be less than
1 (one) Business day and a maximum of ive (5) Business days.
Refund Date
Means the date to refund the subsription of Shares Ofered by the Lead
Underwriters through the Underwriters to subscribers that part or all of its
subscription cannot be met due to the allotment or in the event that the
Initial Public Ofering is canceled or postponed, however the Subsription
Refund Date shall not be later than 2 (two) Business days after the
Allotment Date or 2 (two) Business days after the announcement date
for cancellation or delay of the Initial Public Ofering.
Register of Share Subscription Means the Register which contains the names of subscriber and the
number of shares ordered and organized by the Share Subscription
(Daftar Pemesanan
Form made by each Underwriter.
Pembelian Saham (DPPS))
Registration Statement
Means a document which shall be submitted by the Company to the
OJK before the Company makes an ofer and sale of Shares Ofered
as referred to in Article 1 (19) of Capital Market Law in conjunction with
Regulation No. IX.C.1, Appendix to the Head of Bapepam Decision No.
Kep-42/PM/2000 dated October 27, 2000 on Guidelines for the Form
and Content of Registration Statement in the Framework of Public
Ofering and with regard to the provisions in Regulation No. IX.A.2 and
Regulation No. IX.A.1, Appendix to the Head of Bapepam Decision No.
Kep-690/BL/2011 dated December 30, 2011 on the General Provisions
for Filing of Registration Statement.
Regulation No. IX.A.2
Means Bapepam-LK Regulation No. IX.A.2, Appendix to the Head of
Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 on
Registration Procedures for Public Ofering.
Regulation No. IX.A.7
Means Bapepam-LK Regulation No. IX.A.7, Appendix to the Head of
Bapepam-LK Decision No. KEP-691/BL/2011 dated November 30,
2011 on Subscription and Allotment of Securities in Public Ofering.
Regulation No. IX.E.1
Means Bapepam-LK Regulation No. IX.E.1, Appendix to the Head of
Bapepam-LK Decision No. Kep-412/BL/2009 dated November 25,
2009 on Ailiated Transactions and Conlicts of Interest on Certain
Transactions.
Regulation No. IX.E.2
Means Bapepam-LK Regulation No. IX.E.2, Appendix to the Head of
Bapepam-LK Decision No. Kep-614/BL/2011 dated November 28, 2011
on Material Transactions and Changes in Main Business Activities.
Regulation No. IX.J.1
Means Bapepam-LK Regulation No. IX.J.1, Appendix to the Head of
Bapepam-LK Decision No. Kep-179/BL/2008 dated May 14, 2008 on
the Principles of the Articles of Association of Companies Making Public
Ofering of Equity Securities and Public Companies.
Securities Listing Preliminary
Agreement
Means the Securities Listing Preliminary Agreement, made by and
between the Company and the BEI on December 21, 2016.
Share Allotment Conirmation
Form (Formulir Konirmasi
Penjatahan Saham (FKPS))
Means a form conirming the allotment result on behalf of the customer
as proof of ownership on the Shares Ofered in the initial market.
vii
Share Subscription Form
(Formulir Pemesanan
Pembelian Saham (FPPS))
Means the original copy of the subscription form related to Shares
Ofered to be made in 5 (ive) copies, where each copy must be illed
completely, aixed by signature of original subscriber and iled by the
prospective subscriber to the Underwriter and sales agent (if any) at
the time of ordering Shares Ofered during the Public Ofering Period.
Shareholders Register (Daftar Means the Register issued by KSEI which contains information about
the ownership of securities by the securities holders in Collective
Pemegang Saham (DPS))
Depository in KSEI based on data provided by the account holder in
KSEI.
Shares Ofered
Means New Shares, namely as many as 150,000,000 (one hundred
and ifty million) shares, subsequently listed on the BEI on the Listing
Date.
SKS
Means Shares Collective Letter (Surat Kolektif Saham)
Stock Exchange
Means the stock exchange as deined in Article 1 paragraph 4 of the
Capital Market Law, in this case organized by BEI.
Subsidiary
Means companies in which i) the Company has share ownership with
voting rights of more than 50%, either directly or indirectly, or ii) if
the Company has a 50% or less on the shares with voting rights, the
Company has the ability to control the Subsidiary or iii) the inancial
statements are consolidated with the Company in accordance with
accounting standards applicable in Indonesia.
TDP
Means the Company Registration Certiicate (Tanda Daftar Perusahaan)
Underwriter
Means parties who enter into an agreement with the Company and will
be responsible, individually and jointly to ofer and sell Shares Ofered
to the Public with full commitment and make payment of the Public
Ofering in the initial market to the Company through the Underwriters
with due regard to the terms and conditions of Underwriting Agreement,
namely PT Erdikha Elit Sekuritas, PT Magenta Kapital Indonesia, PT
Minna Padi Investama Sekuritas Tbk, PT Phillip Securities Indonesia,
PT Proindo International Securities, and PT Shinhan Sekuritas
Indonesia.
Underwriting Agreement
Means Deed of Underwriting Agreement No. 64 dated December 16,
2016, made by and between the Company and the Underwriter before
Notary Kumala Tjahjani Widodo, SH, Notary in Jakarta and Deed of
Addendum and Restatement to Underwriting Agreement No.19 dated
January 18, 2017, made by and between the Company and Underwriter
before Notary Kumala Tjahjani Widodo, S.H., Notary in Jakarta, and
Deed of Addendum II and Restated to Underwriting Agreement No.
38 dated 2 March 2017, made by and between the Company and the
Underwriter before Notary Kumala Tjahjani Widodo, S.H., Notary in
Jakarta.
viii
COMPANY’S NAME ABBREVIATIONS
Subsidiaries’ Name Abbreviations
AFI
BMN
CPM
GAI
GBM
Meka
MMN
NAS
NBM
NBnM
NKM
NPM
NRM
SDC
SBM
Means PT Andalan Finance Indonesia.
Means PT Bahtera Multi Niaga.
Means PT Chandra Pratama Motor.
Means PT Gema Adipradana Indah.
Means PT Graha Bahana Mandiri.
Means PT Meka Adipratama.
Means PT Meka Mekar Niaga.
Means PT Nasmoco.
Means PT Nasmoco Bahtera Motor.
Means PT Nasmoco Bahana Motor.
Means PT Nasmoco Karangjati Motor.
Means PT Nasmoco Pratama Motor.
Means PT New Ratna Motor.
Means PT Semarang Diamond Citra.
Means PT Sumber Bahtera Mandiri.
Company Shareholders’ Name Abbreviations
ANS
SC
Means PT Ahabe Niaga Selaras.
Means PT Superior Coach.
ix
SUMMARY
This summary contains most important facts and considerations to the Company which are an integral
part and should be read in conjunction with the more detailed information as well as Consolidated
Financial Statements and descriptions listed therein. All the inancial information of the Company
incorporated in Indonesia are arranged in Rupiah and in accordance with the Financial Accounting
Standards in Indonesia.
INFORMATION ABOUT THE COMPANY
The Company was established in Semarang with the name of PT Industri dan Perdagangan Bintraco
Dharma or abbreviated as “PT Bintraco Dharma” by the Deed of Establishment No. 1 dated June 1,
1969, as amended by the Deed of Amendment to the Articles of Association No. 64 dated August 26,
1970, both made before Raden Mas Suprapto, SH, Notary in Semarang. The Deed of Establishment has
been approved by the Minister of Justice and Human Rights Decree No. J.A. 5/120/23 dated October
30, 1970 and registered in the register book at the Semarang District Court Clerk’s Oice, respectively
under No. 278/1970 and 279/1970 and 279 A/1970, all dated December 7, 1970, and announced in the
State Gazette of the Republic of Indonesia No. 12 dated February 9, 1971, Supplemental No. 69.
The Articles of Association of the Company has been amended several times with the latest amendment
in accordance with the Deed of Resolution of the Shareholders of PT Industri dan Perdagangan Bintraco
Dharma abbreviated as PT Bintraco Dharma No. 11 dated November 11, 2016 made before Kumala
Tjahjani Widodo, SH, Notary in Jakarta, which has been approved by the Minister of Justice and Human
Rights Decree No. AHU-0021171.AH.01.02 of 2016 dated November 11, 2016 and notiied to the
Minister of Justice and Human Rights by Letter No. AHU-AH.01.03-0098120 dated November 11, 2016.
According to Article 3 of the Articles of Association, the purposes and objectives of the Company are to
engage in the ield of services, trade, workshop, property and real estate industry and investments in
companies.
Currently the main business activities of the Company and Subsidiaries include:
•
Automotive Business Activities
Automotive group of the Company is one of the founders of the Toyota dealership in Indonesia in
marketing products of Toyota for Central Java and DI Yogyakarta through Nasmoco Group network.
At the date hereof, there are 22 dealers of Nasmoco network with sales service of vehicle units,
after-sales services, namely workshop services and the supply of spare parts scattered in almost
all major cities in Central Java and DI Yogyakarta,
•
Financing Business Activities
Financing business group of the Company provides motor vehicle inancing services, whether
for corporate or individual consumers. The inancing group of the Company starts to operate
commercially by the Company in 2004. At the date hereof is issued, the inancing business group
of the Company has 37 branches of inancing services scattered in Java and several major cities in
Indonesia, namely Medan, Pontianak, Makassar and Denpasar.
The Company is headquartered in Jalan Gaya Motor I No. 8, Sunter II, Jakarta 14330.
x
PUBLIC OFFERING
1.
Total Ofered Shares
:
A total of 150,000,000 (one hundred and ifty million) ordinary
shares with a nominal value of Rp100 (one hundred Rupiah) per
share, or as much as 10% (ten percent) of the issued and fully paidup shares in the Company after the Public Ofering
2.
Nominal Value
:
Rp100 (one hundred Rupiah) per share
3.
Ofer Price
:
Rp1,750 (one thousand seven hundred and ifty Rupiah)
4.
Total Public Ofering
:
5.
Total Registered Shares
:
Rp262,500,000,000 (two hundred and sixty-two billion ive hundred
million Rupiah)
A total of 1,500,000,000 (one billion ive hundred million) share
Shares Ofered in the framework of Share Initial Public Ofering are entirely New Shares derived from
the portfolio, to be listed on the BEI and will give the holder the same and equal rights in all respects with
other Company’s shares issued and fully paid-up, including the rights to the distribution of dividends, the
right to vote at the GMS, the right to the distribution of bonus shares and rights issue in accordance with
the provisions of the Company Law.
CAPITAL STRUCTURE BEFORE AND AFTER PUBLIC OFFERING
At the date hereof, the capital structure and composition of shareholders of the Company are as follows:
Capital Share
Consisting of Ordinary Shares
With a nominal value of Rp100 (one hundred Rupiah) per share
Total Nominal Value of @Rp100
per share (Rp)
5,400,000,000
540,000,000,000
Description
Total Share
Authorized Capital
Issued and Fully Paid-Up Capital
PT Ahabe Niaga Selaras
PT Superior Coach
Total Issued and Fully Paid-Up Capital
Total Shares in Portfolio
1,215,000,000
135,000,000
1,350,000,000
4,050,000,000
121,500,000,000
13,500,000,000
135,000,000,000
405,000,000,000
%
90.00
10.00
100.00
With the sale of the entire Shares Ofered by the Company in this Public Ofering, the capital structure
and composition of shareholders of the Company before and after the Public Ofering in a proforma
basis are as follows:
Before Public Ofering
Total Share
Authorized Capital
After Public Ofering
Total Nominal Value
of @Rp100 per
share (Rp)
Description
5,400,000,000
540,000,000,000
1,215,000,000
121,500,000,000
135,000,000
13,500,000,000
-
-
1,350,000,000
135,000,000,000
Total Shares in Portfolio
4,050,000,000
*Public each with the ownership below 5%
405,000,000,000
%
Total Share
Total Nominal Value
of @Rp100 per share
(Rp)
%
5,400,000,000
540,000,000,000
90.00
1,215,000,000
121,500,000,000
10.00
135,000,000
13,500,000,000
9.00
-
150,000,000
15,000,000,000
10.00
100.00
1,500,000,000
150,000,000,000
100.00
3,900,000,000
390,000,000,000
Issued and Fully Paid-Up
Capital
PT Ahabe Niaga Selaras
PT Superior Coach
Public*
Total Issued and Fully Paid-Up
Capital
xi
81.00
Along with the Share Public Ofering, the Company holds an employee stock allocation program (ESA)
with a maximum number of 10% (ten percent) of the total number of Shares Ofered to a maximum of
15,000,000 (ifteen million) shares.
Implementation of the purchase of shares in particular will be implemented in accordance with Regulation
No. IX.A.7.
With the sale of the entire Shares Ofered by the Company in this Public Ofering and the implementation
of ESA, the capital structure and shareholding structure of the Company before and after the Public
Ofering and the implementation of ESA in proforma basis are as follows:
Before Public Ofering and the Implementation
of ESA
Total Nominal Value
of @Rp100 per
share (Rp)
Description
Total Share
Authorized Capital
5,400,000,000
540,000,000,000
1,215,000,000
121,500,000,000
135,000,000
13,500,000,000
Public*
-
-
Employees (ESA Program)
After Public Ofering and the Implementation of
ESA
Total Nominal Value
of @Rp100 per share
(Rp)
Total Share
%
%
5,400,000,000
540,000,000,000
90.00
1,215,000,000
121,500,000,000
10.00
135,000,000
13,500,000,000
9.00
-
135,000,000
13,500,000,000
9.00
Issued and Fully Paid-Up
Capital
PT Ahabe Niaga Selaras
PT Superior Coach
81.00
-
-
-
15,000,000
1,500,000,000
1.00
Total Issued and Fully Paid-Up
Capital
1,350,000,000
135,000,000,000
100.00
1,500,000,000
150,000,000,000
100.00
Total Shares in Portfolio
4,050,000,000
405,000,000,000
3,900,000,000
390,000,000,000
*Public each with the ownership below 5%
PLAN FOR THE SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT
In addition to the Public Ofering, as mentioned above, PT Superior Coach as a shareholder of the
Company will also conduct a private placement of shares it owns in the maximum amount of 135,000,000
(one hundred and thirty ive million) registered ordinary shares or by a maximum of 9% (nine percent) of
issued and paid-up capital of the Company after the Public Ofering to certain parties inside and outside
the territory of Indonesia. The parties to be the target of shares ofering in the private placement by
PT Superior Coach are major investors, pension funds, insurers, long-term domestic and international
investors,, hedge funds and wealth management.
The capital structure and proforma shareholding structure before and after the implementation of the
private placement by PT Superior Coach shall be as follows:
After Public Ofering and ESA Implementation but
prior to Private Placement
Description
Total Shares
Authorized Capital
Total Nominal Values
@Rp100 per share
(Rp)
5,400,000,000
540,000,000,000
%
After Public Ofering, ESA Impelemtantion and
Private Placement
Total Nominal Values
@Rp100 per share
(Rp)
Total Shares
5,400,000,000
540,000,000,000
%
Issued and Fully Paid-Up
Capital
1,215,000,000
121,500,000,000
81.00
1,215,000,000
121,500,000,000
PT Superior Coach
PT Ahabe Niaga Selaras
135,000,000
13,500,000,000
9.00
-
-
-
Public*
135,000,000
13,500,000,000
9.00
270,000,000
27,000,000,000
18.00
Employees (ESA Program)
81.00
15,000,000
1,500,000,000
1.00
15,000,000
1,500,000,000
1.00
Total Issued and Fully Paid-Up
Capital
1,500,000,000
150,000,000,000
100.00
1,500,000,000
150,000,000,000
100.00
Total Shares in Portfolio
3,900,000,000
390,000,000,000
3,900,000,000
390,000,000,000
*public each with the ownership below 5%
xii
PLAN FOR USE OF PROCEEDS
The proceeds from the Public Ofering, after being deducted by the costs for issuance of shares, will be
fully used by the Company:
1.
Approximately 33% will be used by the Company either directly or indirectly through NRM for capital
expenditures related to the Company and/or its Subsidiaries’ business development, among others,
for the construction of new dealers and their facilities to expand its Toyota network within a period
of 2017 - 2019.
The distribution of proceeds from Initial Public Ofering to NRM, engaged in trading ield, authorized
dealer, and vehicle repair services, shall be granted by the Company in the form of unsecured loans
with the reasonable interest rate applicable at the time of loans granted within a loan period of 3
(three) to 5 (ive) years.
2.
Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments
related to acquisition opportunities for expansion and development of business activities of the
Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the
company which owns dealership facilities, and establish a new company in order to strengthen the
network for the automotive business activities and provide beneits that support the Company’s
business activities. Until the issuance hereof, there has been no acquisition target of dealers,
acquisition of shares of the company that has dealer facilities or establish a new company.
3.
The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for
working capital, among others, the Company’s operational costs such as the purchase of cars and
spare parts inventory, consumer inancing working capital and other costs.
The distribution of the proceeds from Initial Public Ofering to NRM, which is engaged in trade ield,
authorized dealers, and vehicles repair services, and/or AFI, which is engaged in inancial services,
provided by the Company in the form of unsecured loans with a reasonable interest applicable at
the time loans granted by the loan period of less than 1 (one) year.
After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used
by the Company for business development of the Company and/or its Subsidiaries, among others in
the form of capital expenditure as for the construction of the new dealership and its facilities thereof or
additional new investment having strategic value and can support the Company’s business activities, as
well as for working capital
COMPANY BUSINESS STRATEGY
a.
b.
c.
d.
e.
f.
g.
h.
Always focusing on business activities conducted at this time
Expanding its distribution network
Increasing revenues through business development with a high rate of return and integrated in the
automotive industry
Using information technology systems connected online
Promoting prudential principles
Improving synergies between business activities
Improving the quality of human resources
Properly planning the inance
xiii
BUSINESS RISKS
Business Risks of the Company and Subsidiaries
1. Risks of Business Competition
2. Risks of Brand Holder Sole Agent Policy
3. Risk of Concentrated Sales Territory
4. Risks of Reliance on Subsidiaries
5. Risks of Reliance on Bank Loan and External Financing for Running and Developing Business
Activities
6. Risks of Financing
7. Risks of Operation
8. Risks of Government Policy
9. Risks of Economy
Risks over Shareholding of the Company
1. Risks of Share Liquidity
2. Risks of Share Price to Fluctuate
3. Risks of The Company’s ability to Pay Dividends in the Future will Rely on Retained Earnings,
Financial Condition, Cash Flow and Working Capital Needs in the Future
4. Risks of Future Sales of Shares may Afect the Market Price of the Company Shares
DIVIDEND POLICY
The entire issued and fully paid-up ordinary shares , including registered ordinary shares ofered in this
Initial Share Public Ofering, has the same and equal rights including the right to dividend distribution.
In accordance with Indonesian laws and regulations, in particular the Company Law, the Company may
distribute dividends. Dividend payment refers to the provisions contained in the Articles of Association
of the Company and approval of shareholders at the GMS and considers the fairness of such payments
and also the interests of the Company. Dividend payment can only be made if the Company recors
positive retained earnings.
The interim dividend can be distributed at the end of the inancial year provided that it does not violate
the provisions of the Articles of Association and the distribution does not cause the Company’s net
assets smaller than the issued and paid-up capital. The distribution of the interim dividend is determined
by the Board of Directors upon approval of the Board of Commissioners. If at the end of the inancial
year the Company sufers a loss, the interim dividend that has been distributed must be returned by the
shareholders to the Company. In the event that the shareholders cannot return the interim dividend, the
Board of Directors and the Board of Commissioners shall be liable jointly and severally for the losses of
the Company.
Determination, amount and payment of dividends on the shares at a later date, if any, will depend on the
following factors, including:
•
•
•
The results of operations, cash lows and inancial condition;
The development plan of the Company in the future; and
Other factors considered important by the Company’s management.
Notwithstanding the foregoing, the Company plans to distribute the cash dividends as much as up to
50% of net proit for the current year before other comprehensive income after setting aside mandatory
reserves commencing from the iscal year of 2017. The Company has no negative covenants with
respect to third party covenants in the framework of dividend payment.
xiv
FINANCIAL HIGHLIGHTS
The following table illustrates the Consolidated Financial Highlights of the Company for the period of
nine months ended September 30, 2016 and 2015 (unaudited) and for the years ended December 31,
2015, 2014, 2013, 2012 and 2011. The important inancial data derived from the Consolidated Financial
Statements of the Company and Subsidiaries for the period of nine months ended September 30, 2016
that have been audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of
the RSM network, with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December
31, 2015 audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the
RSM network with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December
31, 2014 that have been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with
unqualiied opinion signed by Saptoto Agustomo, for the years ended December 31, 2013 and 2012
audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed
by Dudi Hadi Santoso and for the year ended December 31, 2011 audited by Kantor Akuntan Publik
Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed by Mawar I.R. Napitupulu.
STATEMENTS OF FINANCIAL POSITION
(in billion Rupiah)
As of September
30
Description
2016
Total Assets
Total Liabilities
Total Equities
As of December 31
2015
6,301.9
4,844.5
1,457.4
2014
5,858.0
4,560.0
1,298.0
2013
5,490.3
4,296.1
1,194.2
2012
4,809.8
3,733.7
1,076.01
2011
3,440.4
2,597.2
843.2
2,506.3
1,898.7
607.6
STATEMENTS OF PROFIT OR LOSS
(in billion Rupiah)
Period of nine months
ended September 30
Description
2016
Revenue
Gross Proit
Total Comprehensive Income of
Current Year/Period
Year ended December 31
2015
2015
2014
2013
2012
2011
4,980.8
854.6
4,028.8
666.8
5,657.2
884.3
5,926.1
867.0
5,862.3
896.9
4,374.8
905.2
3,794.3
809.2
176.9
114.3
140.8
158.2
258.4
233.1
144.2
DESCRIPTION ABOUT SUBSIDIARIES
On the issuance date hereof, the Company has Subsidiaries, either directly or indirectly, as follows:
Direct
•
•
•
•
•
Efective Date
Public Ofering Period
Allotment Date
Refund Date
Electronic Shares Distribution Date
Listing Date
:
:
:
:
:
:
March 30, 2017
March 31, April 3 - 4, 2017
April 6, 2017
April 7, 2017
April 7, 2017
April 10, 2017
OJK DOES NOT PROVIDE STATEMENT TO HAVE AGREED OR DISAGREED TO THE SECURITIES DESCRIBED
HEREIN, NOR DOES IT CONFIRM THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY STATEMENT
CONTRARY THERETO SHALL CONSTITUTE AN UNLAWFUL ACT.
PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk, ABBREVIATED AS PT BINTRACO DHARMA
Tbk (“COMPANY”) AND THE JOINT LEAD UNDERWRITES ARE FULLY RESPONSIBLE FOR THE ACCURACY
OF THE INFORMATION OR MATERIAL FACTS AND THE OBJECTIVITY OF OPINIONS INCLUDED THEREIN.
SHARES OFFERED IN THIS PUBLIC OFFERING ARE ENTIRELY LISTED ON INDONESIA STOCK EXCHANGE
(“BEI”).
PT INDUSTRI DAN PERDAGANGAN BINTRACO DHARMA Tbk
(”PT BINTRACO DHARMA Tbk”)
Main Business Activities:
Engage in Trade, Authorized Dealer, Services including Financing Services Related to Motor Vehicle through
Subsidiaries and Management Consulting Services
Domiciled in North Jakarta, Indonesia
Head Oice:
Jalan Gaya Motor I No. 8
Sunter II, Jakarta 14330
Telepon: (+6221) 6511232
Fax: (+6221) 6512176
Operational Oice:
Sunburst CBD Lot II No. 3
BSD City, Kota Tangerang Selatan
15321
Telepon: (+6221) 22356800
Fax: (+6221) 22356801
Dealer Network and Branch Oice:
22 dealer network in Central Java and
DI Yogyakarta
37 inancing service oices in Jakarta,
Central Java, DI Yogyakarta, West Java,
East Java, Banten, Bali, North Sumatra,
West Kalimantan and South Sulawesi
website: www.bintracodharma.com
email: investor.relation@bintracodharma.com
INITIAL PUBLIC OFFERING
A total of 150,000,000 (one hundred and ifty million) ordinary shares with a nominal value of Rp100 (one hundred
Rupiah) per share, or as much as 10% (ten percent) of the issued and fully paid-up shares in the Company after the
Public Ofering, ofered to the Public with an Ofer Price of Rp 1,750 (one thousand seven hundred ifty Rupiah) per share,
to be paid in full at the time of iling the Share Subscription Form (“FPPS”). The overall amount of Public Ofering is Rp
262.500.000.000 (two hundred sixty two billion ive hundred million Rupiah).
Pursuant to Decision of the Board of Directors of the Company No. 002/HRD/SK/II/2017 dated January 18, 2017, the
Company implements Employee Stock Allocation (“ESA”) program with the amount of a maximum of 10% (ten percent) of
the amount ofered in the Initial Public Ofering or a maximum of 15,000,000 (ifteen million) shares. Detailed information
about the ESA program can be found in Chapter I hereof.
All shares of the Company ofered in this Public Ofering gives the holder the same and equal rights in all respects with the
other shares in the Company that have been issued and fully paid-up, including the right to dividend distribution, the right
to vote at the GMS, the right to distribution of bonus shares and the rights issue, in accordance with Law No. 40 of 2007
on Limited Liability Companies (“Company Law”).
JOINT LEAD UNDERWRITERS
PT Ciptadana Sekuritas Asia
PT CIMB Sekuritas Indonesia
UNDERWRITERS
PT Erdikha Elit Sekuritas ● PT Magenta Kapital Indonesia ● PT Minna Padi Investama Sekuritas Tbk
● PT Phillip Securities Indonesia ● PT Proindo International Securities ● PT Shinhan Sekuritas Indonesia
The Joint Lead Underwriters and the Underwriters Guarantee the Full Commitment to the Company’s Initial
Public Ofering
MAIN RISK FACED BY THE COMPANY IS RISK OF BUSINESS COMPETITION, WHICH CAN PROVIDE
NEGATIVE IMPACTS ON BUSINESS ACTIVITIES, OPERATIONAL PERFORMANCE, FINANCIAL CONDITION
AND BUSINESS PROSPECTS OF THE COMPANY. BUSINESS RISKS OF THE COMPANY ARE COMPLETELY
LISTED IN CHAPTER VI HEREOF.
RISKS RELATED TO OWNERSHIP OF SHARES OF THE COMPANY ARE ILLIQUIDITY OF THE SHARES OFFERED
ON THIS PUBLIC OFFERING, CONSIDERING THE NUMBER OF SHARES OFFERED BY THE COMPANY IS NOT
TOO BIG, THEN THERE IS A POSSIBILITY THAT THE SHARES OF THE COMPANY WILL NOT BE LIQUID IN ITS
TRADE. THUS, THE COMPANY CANNOT PREDICT WHETHER THE MARKET OF SHARES OF THE COMPANY
WILL BE ACTIVE OR THE LIQUIDITY OF SHARES OF THE COMPANY WILL BE MAINTAINED.
THE COMPANY DOES NOT ISSUE COLLECTIVE SHARE CERTIFICATES RESULTING FROM THIS PUBLIC
OFFERING, BUT SUCH SHARES WILL BE DISTRIBUTED IN ELECTRONICS TO BE ADMINISTERED IN
COLLECTIVE DEPOSITORY IN PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”).
This Prospectus is issued in Jakarta on March 31, 2017
The Company has submitted Securities Issuance Registration Statement in connection with the Public
Ofering to the Chief Executive of Capital Market Supervisor of Financial Services Authority (hereinafter
referred to “OJK”) with a Letter No. Leg/SRT-026/XII/2016 dated December 27, 2016 in accordance with
the requirements stipulated in Law No. 8 of 1995 dated November 10, 1995 on Capital Market, State
Gazette No. 64 of 1995, Supplemental State Gazette No. 3608 along with its implementing regulations
and amendments thereto (hereinafter referred to as “Capital Market Law”).
Shares ofered in the Public Ofering are planned to be listed on the BEI in accordance with the
Securities Registration Preliminary Agreement that has been made between the Company and BEI
on December 21, 2016 if it meets the listing requirements set by BEI, among others, concerning the
number of shareholders, both individuals and institutions in BEI and each shareholder has at least
1 (one) unit of share trading. If the listing requirements are not met, then the Public Ofering is null and
void and payment of subscription of these shares must be returned to the subscriber in accordance with
the provisions of the Capital Market Law, the Underwriting Agreement and Regulation No. IX.A.2. of
Appendix to the Bapepam-LK Decision No. Kep-122/BL/2009 dated May 29, 2009.
All of the Capital Market Institutions and Supporting Professionals the in the Public Ofering are fully
responsible for the data presented in accordance with their functions, in accordance with the regulations
in force in the territory of the Republic of Indonesia and the code of ethics, norms and standards of their
respective professions.
In connection with this Public Ofering, each ailiated parties are prohibited from providing information
or statements concerning the data not disclosed therein without the written consent of the Company and
the Lead Underwriters.
PT Ciptadana Sekuritas Asia and PT CIMB Sekuritas Indonesia as the Joint Lead Underwriters, other
Underwriters and Capital Market Institutions and Supporting Professionals in this Public Ofering, irmly
state not to be ailiated with the Company either directly or indirectly, as deined in the Capital Market
Law. Further explanation on the absence of ailiation can be found in Chapter XIII on the Underwriting
and Chapter XIV on Institutions and Professionals Supporting the Capital Market.
THIS PUBLIC OFFERING IS NOT REGISTERED UNDER LAWS OR OTHER REGULATIONS
OTHER THAN THOSE APPLICABLE IN INDONESIA. WHOEVER OUTSIDE INDONESIA RECEIVES
THIS PROSPECTUS OR OTHER DOCUMENTS RELATED TO THIS PUBLIC OFFERING, THE
PROSPECTUS OR DOCUMENTS ARE NOT INTENDED AS AN OFFER DOCUMENTS TO BUY
SHARES, EXCEPT IF SUCH OFFER, OR PURCHASE OF SHARES ARE NOT CONTRARY OR
NOT CONSTITUTE A VIOLATION AGAINTS LAWS AND REGULATIONS APPLICABLE IN THE
COUNTRY.
THE COMPANY HAS DISCLOSED ALL INFORMATION, DATA OR STATEMENTS AND HONESTY
OF OPINION REQUIRED TO BE DISCLOSED TO THE PUBLIC AND THERE ARE NO OTHER
INFORMATION, DATA OR STATEMENTS AND HONESTY OF OPINION NOT DISCLOSED TO
THE PUBLIC THAT IT IS NOT MISLEADING.
TABLE OF CONTENTS
TABLE OF CONTENTS........................................................................................................................... i
DEFINITIONS AND ABBREVIATIONS ...................................................................................................iii
SUMMARY .............................................................................................................................................iii
I.
PUBLIC OFFERING ..................................................................................................................... 1
II.
PLAN FOR USE OF PROCEEDS FROM THE PUBLIC OFFERING .......................................... 5
III.
STATEMENT OF LIABILITIES ..................................................................................................... 7
IV.
SUMMARY OF FINANCIAL HIGHLIGHTS ................................................................................ 41
V.
MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................... 46
VI.
BUSINESS RISKS ..................................................................................................................... 64
VII.
MATERIAL EVENTS AFTER THE DATE OF INDEPENDENT AUDITOR’S REPORT............... 69
VIII.
INFORMATION OF THE COMPANY AND SUBSIDIARIES ....................................................... 70
1.
Brief History of the Company .............................................................................................. 70
2.
Capital Growth and Shareholding ....................................................................................... 75
3.
Brief Description of Incorporated Shareholders .................................................................. 83
4.
Brief Description of Subsidiaries ......................................................................................... 85
5.
Organization Structure of the Company ............................................................................ 124
6.
Management And Supervision of the Company ................................................................ 125
7.
Human Resources ............................................................................................................ 130
8.
Consolidated Direct and Indirect Ownership Scheme of the Company and
Subsidiaries....................................................................................................................... 133
9.
Relations of Management and Supervision with Shareholders in the Form of
Legal Entity and Subsidiary............................................................................................... 134
10. Information on Fixed Assets of the Company ................................................................... 134
11. Insurance .......................................................................................................................... 141
12. Material Agreements with Third Parties ............................................................................ 152
13. Material Agreements with Ailiated Parties ....................................................................... 219
14. Legal Proceedings Being Faced by the Company, the Board of Commissioners and
Board of Directors ............................................................................................................. 229
15. Intellectual Property Rights ............................................................................................... 229
i
IX.
ACTIVITIES AND PROSPECTS OF THE COMPANY’S AND SUBSIDIARIES’ BUSINESS ... 230
1.
General ............................................................................................................................. 230
2.
Competitive Advantage ..................................................................................................... 232
3.
Business Activity of the Company ..................................................................................... 234
4.
Sales, Customer and Marketing ........................................................................................ 249
5.
Competition ....................................................................................................................... 251
6.
Business Strategy ............................................................................................................. 252
7.
Prospects .......................................................................................................................... 254
8.
Corporate Social Responsibility (“CSR”) ........................................................................... 255
9.
Good Corporate Governance ............................................................................................ 255
X.
INDUSTRY OVERVIEW ........................................................................................................... 257
XI.
EQUITY .................................................................................................................................... 270
XII.
DIVIDEND POLICY .................................................................................................................. 271
XIII.
TAXATION ................................................................................................................................ 272
XIV.
UNDERWRITING ..................................................................................................................... 274
XV.
INSTITUTIONS AND PROFESSIONALS SUPPORTING THE CAPITAL MARKET ................ 276
XVI.
ARTICLES OF ASSOCIATION OF THE COMPANY ............................................................... 279
XVII. LEGAL OPINION ..................................................................................................................... 297
XVIII. INDEPENDENT AUDITOR’S REPORT.................................................................................... 319
XIX. SHARE SUBSCRIPTION REQUIREMENTS ........................................................................... 491
XX.
DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORM ........................... 496
ii
DEFINITIONS AND ABBREVIATIONS
The terms and expressions therein have the following meanings:
Ailiates
Means as referred to in Article 1 paragraph 1 of Capital Market Law,
namely:
a. family relationship by marriage and by blood up to the second
degree, both horizontally and vertically;
b. relationship between employees, Directors and Commissioners of
the party;
c. relationship between 2 (two) companies where there is 1 (one) or
more same Directors or Commissioners;
d. relationship between the company and the parties, either directly
or indirectly controlling or controlled by the company;
e. relationship between 2 (two) companies controlled either directly or
indirectly, by the same party; or
f. relationship between the company and Main Shareholders.
Abridged Prospectus
Means written statement or information which is a summary of the
Preliminary Prospectus prepared and published by the Company
supported by the Joint Lead Underwriter in accordance with Regulation
No. IX.C.3, Appendix to the Head of Bapepam Decision No. Kep.43/
PM/2000 dated October 27, 2000 on Guidelines for the Form and
Content of Abridged Prospectus in the Framework of Public Ofering
and will be announced in no later than 2 (two) Business days after the
receipt of a statement from the OJK that the Company may announce
the Abridged Prospectus as stipulated in the Regulation No. IX.A.2.
Account Holder
Means the person whose name is listed as the owner of a Securities
Account in KSEI which includes the Custodian Bank and/or the
Securities Company and/or other parties approved by KSEI with regard
to the laws and regulations applicable in the capital market and KSEI
regulations.
Allotment Date
Means no later than 2 (two) Business days commencing after the
closing of the Initial Public Ofering Period, at which time the Allotment
Manager sets the allotment Shares Ofered for each subscriber.
Allotment Manager
Means PT Ciptadana Sekuritas Asia, responsible for allotment on the
sale of shares ofered to be performed if the number of orders on the
shares exceeds the number of shares ofered in this public ofering,
pursuant to Regulation No. IX.A.7.
ATPM
Means an abbreviation of Agen Tunggal Pemegang Merek (Trademark
Holding Sole Agent), in this case is PT Toyota Astra Motor.
BAE
Means an abbreviation of Biro Administrasi Efek (Securities
Administration Bureau), in this case is PT Raya Saham Registra.
Bapepam
Means an abbreviation of Badan Pengawas Pasar Modal (Capital
Market Supervisory Board) as referred to in Article 3 of the Capital
Market Law.
iii
Bapepam-LK
Means an abbreviation of the Capital Market Supervisory Agency and
Financial Institution as referred to in the Minister of Finance of the
Republic of Indonesia Decree No. 184/PMK.01/2010 dated October 11,
2010 on the Organization and Procedure of Capital Market Supervisory
Agency and Financial Institution or its successors and recipients of
rights and obligations formerly known as Bapepam.
BEI
Means an abbreviation of PT Bursa Efek Indonesia (Indonesia Stock
Exchange), a limited liability company domiciled in Jakarta, namely the
party that organizes and provides a system and/or a means to bring
together ofers of sale and purchase of other parties’ securities with the
purpose of trading securities between them, as well as a place where
the shares of the Company are listed.
BNRI
Means Berarti Berita Negara Republik Indonesia (State Gazette of the
Republic of Indonesia).
Business Day
Monday to Friday, except national holidays set by the Government of
the Republic of Indonesia.
Calender Day
Means all days within 1 (one) year in accordance with the Gregorian
calendar without exception, including Saturday, Sunday and national
holidays which at times set by the Government and a regular work day
that is due to speciic circumstances set by the Government as not a
normal business day.
Capital Market Law
Means Law No. 8 of 1995 on Capital Markets, the State Gazette of the
Republic of Indonesia No. 64 of 1995, Supplemental No. 3608 and its
implementing regulations.
Collective Depository
Means depository services on securities owned jointly by more than one
party whose interests are represented by the Custodian, as referred to
in the Capital Market Law.
Company
Means PT Industri dan Perdagangan Bintraco Dharma Tbk abbreviated
as PT Bintraco Dharma Tbk, domiciled in North Jakarta, a limited liability
company established under the laws and regulations of the Republic of
Indonesia.
Company Law
Means the Law of the Republic of Indonesia No. 40 of 2007 on Limited
Liability Company.
Company Registration
Requirement Law
Means the Law of the Republic of Indonesia No. 3 of 1982 on Company
Registration Requirement.
Custodian
Means the party providing securities custody services and other
assets related to securities and other services, including the receipt of
dividends, interest and other rights, completing securities transactions
and representing the account holders who become its customers.
Distribution Date
Means the same date as the Payment Date, i.e. no later than 2 (two)
business days after the Allotment Date, on which the Shares Ofered
are distributed electronically by the KSEI to the Underwriter and then
distributed to subscribers.
Efective
Means the fulillment of the entire procedure and requirements in the
Registration Statement set forth in Capital Market Law and item 4 of
Regulation No. IX.A.2, Appendix to Head of Bapepam-LK Decision
No. KEP-122/BL/2009 dated May 29, 2009 concerning Registration
Procedures in the Framework of Public Ofering.
iv
Efective Statement
Means a statement issued by the OJK stating that Registraton
Statement is Efective.
EGMS
Means the Extraordinary General Meeting of Shareholders held in
accordance with the provisions of the articles of association of the
Company, Company Law and Capital Market Law.
ESA Program
Means abbreviati of the Emploee Stock Allocation Program, namely a
certain allocation granting program of the Ofered Shares in the Initial
Public Ofering for employees of the Company speciied by the Board of
Directors pursuant to Decision No.002/HRD/SK/II/2017 dated January
18, 2017 in the maximum amount of 10% (ten percent) of the total
Oferred Shares or a maximum of 15,000,000 (ifteen million) shares.
Exchange Day
Days where BEI or legal entity replacing it conduct stock exchange
activities according to the legislation in force and the provisions of BEI.
GMS
Means the General Meeting of Shareholders held in accordance with
the articles of association of the Company, Company Law and Capital
Market Law.
KAP
Means Kantor Akuntan Publik (Public Accounting Firm).
KSEI
Means an abbreviation of PT Kustodian Sentral Efek Indonesia, which
is in charge of administering storage of securities based on Securities
Registration Agreement on Collective Depository.
Lead Underwriter
Means the party who will be responsible for the implementation of
Public Ofering, which in this case is PT Ciptadana Sekuritas Asia, a
limited liability company incorporated under the laws of the Republic of
Indonesia and domiciled in Jakarta and PT CIMB Sekuritas Indonesia,
a limited liability company incorporated under the laws of the Republic
Indonesia and domiciled in Jakarta, in accordance with the terms and
conditions of Underwriting Agreement.
Listing Date
Means the registration date of shares to be traded on the Stock
Exchange no later than 1 (one) Business day after the Distribution Date.
Main Shareholders
Means any party, either directly or indirectly, has at least 20% (twenty
percent) of the voting rights of all shares with voting rights issued by the
Company.
Minister of Justice and Human Means the Minister of Justice and Human Rights of the Republic of
Indonesia, formerly called the Ministry of Justice of the Republic of
Rights of the Republic of
Indonesia, which changed its name into the Ministry of Justice and
Indonesia
Legislation of the Republic of Indonesia, and inally changed into into
the Ministry of Justice and Human Rights of the Republic of Indonesia.
New Shares
Means ordinary shares with a nominal value of Rp100 (one hundred
Rupiah) per share to be issued from the deposits (portfolio) of the
Company, ofered and sold to the Public through Public Ofering in the
total number of 150,000,000 (one hundred and ifty million) shares,
which subsequently listed on the BEI on the Listing Date.
Ofer Price
Means the price per share ofered, through Public Ofering where the
price has been determined through a bookbuilding process, namely
Rp 1,750 (one thousand seven hundred and ifty Rupiah).
v
OJK
Means Otoritas Jasa Keuangan/the Financial Services Authority which
is an institution recognized as independent and free from interference
of other parties, which have functions, duties and authorities to
regulate, supervise, inspect and investigate as stipulated in Law No.
21 of 2011 on the Financial Services Authority (“OJK Law”) in which the
duties and authority include the regulation and supervision of inancial
services activities in the banking, capital market, insurance, pension
funds, inancial services institutions and other inancial institutions
sector. Since December 31, 2012, the functions, duties and authority of
regulation and supervision of inancial services activities in the capital
market sector switch from Bapepam to the OJK, or its successors and
recipients of rights and obligations, in accordance with Article 55 of the
OJK Law.
OJK Regulation No. 30/2015
Means the OJK Regulation No. 30/POJK.04/2015 dated December 16,
2015 on Report on Utilization of Funds from Public Ofering.
OJK Regulation No. 32/2014
Means the OJK Regulation No. 32/POJK.04/2014 on the Planning
and Implementation of the General Meeting of Shareholders of Public
Company.
OJK Regulation No. 33/2014
Means the OJK Regulation No. 33/POJK.04.2014 on Directors and
Board of Commissioners of Issuer or Public Company.
OJK Regulation No. 34/2014
Means the OJK Regulation No. 34/POJK.04/2014 on the Nomination
Committee or Issuer Remuneration or Public Companies.
Payment Date
Means the payment date of proceeds from the sale of Shares ofered in
the initial market that must be paid by the Underwriters to the Company
through the Joint Lead Underwriters, namely on the Distribution Date.
Preliminary Prospectus
Means a written document prepared by the Company and the Lead
Underwriters in the framework of Initial Public Ofering and contains
all information therein submitted to the OJK as part of the Registration
Statement, unless the information on the number, the Ofer Price, the
underwriting or other matters related to the terms of ofer cannot be
determined, in accordance with the Regulation No. IX.A.8.
Priority Shares
Means the shareholders granted the priority rights to purchase shares to
be issued within a month after the notiication by the Board of Directors
to issue such shares.
Prospectus
Means the inal written document prepared by the Company together
with the Lead Underwriters, which contains all information and important
and relevant facts about the Company and the Shares Ofered in the
form and substance in accordance with Regulation No. IX.C.2, Appendix
to the Head of Bapepam Decision No. Kep-51/PM/1996 dated January
17, 1996 on Guidelines for the Form and Content of Prospectus for
Public Ofering.
Public
Means individuals and/or entities and/or legal entities, both Indonesian
citizens and/or Indonesian agencies and/or legal entities as well as
foreign citizens and/or foreign agencies and/or foreign legal entities,
either residing or incorporated in Indonesia or residing or incorporated
abroad allowed to have Shares Ofered with regared to the legislation
in force.
vi
Public Ofering or Initial Share Means any ofering for Shares Ofered made by the Company to
the Public bearing in mind the terms and conditions as set out in the
Public Ofering
Underwriting Agreement and the procedures stipulated in the Capital
Market Law and regulations applicable in the Indonesia Stock Exchange.
Public Ofering Period
Means the period for the Public to be able to apply for the subscription
of Shares Ofered, unless the Public Ofering Period is closed earlier
as provided in the Underwriting Agreement, but shall not be less than
1 (one) Business day and a maximum of ive (5) Business days.
Refund Date
Means the date to refund the subsription of Shares Ofered by the Lead
Underwriters through the Underwriters to subscribers that part or all of its
subscription cannot be met due to the allotment or in the event that the
Initial Public Ofering is canceled or postponed, however the Subsription
Refund Date shall not be later than 2 (two) Business days after the
Allotment Date or 2 (two) Business days after the announcement date
for cancellation or delay of the Initial Public Ofering.
Register of Share Subscription Means the Register which contains the names of subscriber and the
number of shares ordered and organized by the Share Subscription
(Daftar Pemesanan
Form made by each Underwriter.
Pembelian Saham (DPPS))
Registration Statement
Means a document which shall be submitted by the Company to the
OJK before the Company makes an ofer and sale of Shares Ofered
as referred to in Article 1 (19) of Capital Market Law in conjunction with
Regulation No. IX.C.1, Appendix to the Head of Bapepam Decision No.
Kep-42/PM/2000 dated October 27, 2000 on Guidelines for the Form
and Content of Registration Statement in the Framework of Public
Ofering and with regard to the provisions in Regulation No. IX.A.2 and
Regulation No. IX.A.1, Appendix to the Head of Bapepam Decision No.
Kep-690/BL/2011 dated December 30, 2011 on the General Provisions
for Filing of Registration Statement.
Regulation No. IX.A.2
Means Bapepam-LK Regulation No. IX.A.2, Appendix to the Head of
Bapepam-LK Decision No. KEP-122/BL/2009 dated May 29, 2009 on
Registration Procedures for Public Ofering.
Regulation No. IX.A.7
Means Bapepam-LK Regulation No. IX.A.7, Appendix to the Head of
Bapepam-LK Decision No. KEP-691/BL/2011 dated November 30,
2011 on Subscription and Allotment of Securities in Public Ofering.
Regulation No. IX.E.1
Means Bapepam-LK Regulation No. IX.E.1, Appendix to the Head of
Bapepam-LK Decision No. Kep-412/BL/2009 dated November 25,
2009 on Ailiated Transactions and Conlicts of Interest on Certain
Transactions.
Regulation No. IX.E.2
Means Bapepam-LK Regulation No. IX.E.2, Appendix to the Head of
Bapepam-LK Decision No. Kep-614/BL/2011 dated November 28, 2011
on Material Transactions and Changes in Main Business Activities.
Regulation No. IX.J.1
Means Bapepam-LK Regulation No. IX.J.1, Appendix to the Head of
Bapepam-LK Decision No. Kep-179/BL/2008 dated May 14, 2008 on
the Principles of the Articles of Association of Companies Making Public
Ofering of Equity Securities and Public Companies.
Securities Listing Preliminary
Agreement
Means the Securities Listing Preliminary Agreement, made by and
between the Company and the BEI on December 21, 2016.
Share Allotment Conirmation
Form (Formulir Konirmasi
Penjatahan Saham (FKPS))
Means a form conirming the allotment result on behalf of the customer
as proof of ownership on the Shares Ofered in the initial market.
vii
Share Subscription Form
(Formulir Pemesanan
Pembelian Saham (FPPS))
Means the original copy of the subscription form related to Shares
Ofered to be made in 5 (ive) copies, where each copy must be illed
completely, aixed by signature of original subscriber and iled by the
prospective subscriber to the Underwriter and sales agent (if any) at
the time of ordering Shares Ofered during the Public Ofering Period.
Shareholders Register (Daftar Means the Register issued by KSEI which contains information about
the ownership of securities by the securities holders in Collective
Pemegang Saham (DPS))
Depository in KSEI based on data provided by the account holder in
KSEI.
Shares Ofered
Means New Shares, namely as many as 150,000,000 (one hundred
and ifty million) shares, subsequently listed on the BEI on the Listing
Date.
SKS
Means Shares Collective Letter (Surat Kolektif Saham)
Stock Exchange
Means the stock exchange as deined in Article 1 paragraph 4 of the
Capital Market Law, in this case organized by BEI.
Subsidiary
Means companies in which i) the Company has share ownership with
voting rights of more than 50%, either directly or indirectly, or ii) if
the Company has a 50% or less on the shares with voting rights, the
Company has the ability to control the Subsidiary or iii) the inancial
statements are consolidated with the Company in accordance with
accounting standards applicable in Indonesia.
TDP
Means the Company Registration Certiicate (Tanda Daftar Perusahaan)
Underwriter
Means parties who enter into an agreement with the Company and will
be responsible, individually and jointly to ofer and sell Shares Ofered
to the Public with full commitment and make payment of the Public
Ofering in the initial market to the Company through the Underwriters
with due regard to the terms and conditions of Underwriting Agreement,
namely PT Erdikha Elit Sekuritas, PT Magenta Kapital Indonesia, PT
Minna Padi Investama Sekuritas Tbk, PT Phillip Securities Indonesia,
PT Proindo International Securities, and PT Shinhan Sekuritas
Indonesia.
Underwriting Agreement
Means Deed of Underwriting Agreement No. 64 dated December 16,
2016, made by and between the Company and the Underwriter before
Notary Kumala Tjahjani Widodo, SH, Notary in Jakarta and Deed of
Addendum and Restatement to Underwriting Agreement No.19 dated
January 18, 2017, made by and between the Company and Underwriter
before Notary Kumala Tjahjani Widodo, S.H., Notary in Jakarta, and
Deed of Addendum II and Restated to Underwriting Agreement No.
38 dated 2 March 2017, made by and between the Company and the
Underwriter before Notary Kumala Tjahjani Widodo, S.H., Notary in
Jakarta.
viii
COMPANY’S NAME ABBREVIATIONS
Subsidiaries’ Name Abbreviations
AFI
BMN
CPM
GAI
GBM
Meka
MMN
NAS
NBM
NBnM
NKM
NPM
NRM
SDC
SBM
Means PT Andalan Finance Indonesia.
Means PT Bahtera Multi Niaga.
Means PT Chandra Pratama Motor.
Means PT Gema Adipradana Indah.
Means PT Graha Bahana Mandiri.
Means PT Meka Adipratama.
Means PT Meka Mekar Niaga.
Means PT Nasmoco.
Means PT Nasmoco Bahtera Motor.
Means PT Nasmoco Bahana Motor.
Means PT Nasmoco Karangjati Motor.
Means PT Nasmoco Pratama Motor.
Means PT New Ratna Motor.
Means PT Semarang Diamond Citra.
Means PT Sumber Bahtera Mandiri.
Company Shareholders’ Name Abbreviations
ANS
SC
Means PT Ahabe Niaga Selaras.
Means PT Superior Coach.
ix
SUMMARY
This summary contains most important facts and considerations to the Company which are an integral
part and should be read in conjunction with the more detailed information as well as Consolidated
Financial Statements and descriptions listed therein. All the inancial information of the Company
incorporated in Indonesia are arranged in Rupiah and in accordance with the Financial Accounting
Standards in Indonesia.
INFORMATION ABOUT THE COMPANY
The Company was established in Semarang with the name of PT Industri dan Perdagangan Bintraco
Dharma or abbreviated as “PT Bintraco Dharma” by the Deed of Establishment No. 1 dated June 1,
1969, as amended by the Deed of Amendment to the Articles of Association No. 64 dated August 26,
1970, both made before Raden Mas Suprapto, SH, Notary in Semarang. The Deed of Establishment has
been approved by the Minister of Justice and Human Rights Decree No. J.A. 5/120/23 dated October
30, 1970 and registered in the register book at the Semarang District Court Clerk’s Oice, respectively
under No. 278/1970 and 279/1970 and 279 A/1970, all dated December 7, 1970, and announced in the
State Gazette of the Republic of Indonesia No. 12 dated February 9, 1971, Supplemental No. 69.
The Articles of Association of the Company has been amended several times with the latest amendment
in accordance with the Deed of Resolution of the Shareholders of PT Industri dan Perdagangan Bintraco
Dharma abbreviated as PT Bintraco Dharma No. 11 dated November 11, 2016 made before Kumala
Tjahjani Widodo, SH, Notary in Jakarta, which has been approved by the Minister of Justice and Human
Rights Decree No. AHU-0021171.AH.01.02 of 2016 dated November 11, 2016 and notiied to the
Minister of Justice and Human Rights by Letter No. AHU-AH.01.03-0098120 dated November 11, 2016.
According to Article 3 of the Articles of Association, the purposes and objectives of the Company are to
engage in the ield of services, trade, workshop, property and real estate industry and investments in
companies.
Currently the main business activities of the Company and Subsidiaries include:
•
Automotive Business Activities
Automotive group of the Company is one of the founders of the Toyota dealership in Indonesia in
marketing products of Toyota for Central Java and DI Yogyakarta through Nasmoco Group network.
At the date hereof, there are 22 dealers of Nasmoco network with sales service of vehicle units,
after-sales services, namely workshop services and the supply of spare parts scattered in almost
all major cities in Central Java and DI Yogyakarta,
•
Financing Business Activities
Financing business group of the Company provides motor vehicle inancing services, whether
for corporate or individual consumers. The inancing group of the Company starts to operate
commercially by the Company in 2004. At the date hereof is issued, the inancing business group
of the Company has 37 branches of inancing services scattered in Java and several major cities in
Indonesia, namely Medan, Pontianak, Makassar and Denpasar.
The Company is headquartered in Jalan Gaya Motor I No. 8, Sunter II, Jakarta 14330.
x
PUBLIC OFFERING
1.
Total Ofered Shares
:
A total of 150,000,000 (one hundred and ifty million) ordinary
shares with a nominal value of Rp100 (one hundred Rupiah) per
share, or as much as 10% (ten percent) of the issued and fully paidup shares in the Company after the Public Ofering
2.
Nominal Value
:
Rp100 (one hundred Rupiah) per share
3.
Ofer Price
:
Rp1,750 (one thousand seven hundred and ifty Rupiah)
4.
Total Public Ofering
:
5.
Total Registered Shares
:
Rp262,500,000,000 (two hundred and sixty-two billion ive hundred
million Rupiah)
A total of 1,500,000,000 (one billion ive hundred million) share
Shares Ofered in the framework of Share Initial Public Ofering are entirely New Shares derived from
the portfolio, to be listed on the BEI and will give the holder the same and equal rights in all respects with
other Company’s shares issued and fully paid-up, including the rights to the distribution of dividends, the
right to vote at the GMS, the right to the distribution of bonus shares and rights issue in accordance with
the provisions of the Company Law.
CAPITAL STRUCTURE BEFORE AND AFTER PUBLIC OFFERING
At the date hereof, the capital structure and composition of shareholders of the Company are as follows:
Capital Share
Consisting of Ordinary Shares
With a nominal value of Rp100 (one hundred Rupiah) per share
Total Nominal Value of @Rp100
per share (Rp)
5,400,000,000
540,000,000,000
Description
Total Share
Authorized Capital
Issued and Fully Paid-Up Capital
PT Ahabe Niaga Selaras
PT Superior Coach
Total Issued and Fully Paid-Up Capital
Total Shares in Portfolio
1,215,000,000
135,000,000
1,350,000,000
4,050,000,000
121,500,000,000
13,500,000,000
135,000,000,000
405,000,000,000
%
90.00
10.00
100.00
With the sale of the entire Shares Ofered by the Company in this Public Ofering, the capital structure
and composition of shareholders of the Company before and after the Public Ofering in a proforma
basis are as follows:
Before Public Ofering
Total Share
Authorized Capital
After Public Ofering
Total Nominal Value
of @Rp100 per
share (Rp)
Description
5,400,000,000
540,000,000,000
1,215,000,000
121,500,000,000
135,000,000
13,500,000,000
-
-
1,350,000,000
135,000,000,000
Total Shares in Portfolio
4,050,000,000
*Public each with the ownership below 5%
405,000,000,000
%
Total Share
Total Nominal Value
of @Rp100 per share
(Rp)
%
5,400,000,000
540,000,000,000
90.00
1,215,000,000
121,500,000,000
10.00
135,000,000
13,500,000,000
9.00
-
150,000,000
15,000,000,000
10.00
100.00
1,500,000,000
150,000,000,000
100.00
3,900,000,000
390,000,000,000
Issued and Fully Paid-Up
Capital
PT Ahabe Niaga Selaras
PT Superior Coach
Public*
Total Issued and Fully Paid-Up
Capital
xi
81.00
Along with the Share Public Ofering, the Company holds an employee stock allocation program (ESA)
with a maximum number of 10% (ten percent) of the total number of Shares Ofered to a maximum of
15,000,000 (ifteen million) shares.
Implementation of the purchase of shares in particular will be implemented in accordance with Regulation
No. IX.A.7.
With the sale of the entire Shares Ofered by the Company in this Public Ofering and the implementation
of ESA, the capital structure and shareholding structure of the Company before and after the Public
Ofering and the implementation of ESA in proforma basis are as follows:
Before Public Ofering and the Implementation
of ESA
Total Nominal Value
of @Rp100 per
share (Rp)
Description
Total Share
Authorized Capital
5,400,000,000
540,000,000,000
1,215,000,000
121,500,000,000
135,000,000
13,500,000,000
Public*
-
-
Employees (ESA Program)
After Public Ofering and the Implementation of
ESA
Total Nominal Value
of @Rp100 per share
(Rp)
Total Share
%
%
5,400,000,000
540,000,000,000
90.00
1,215,000,000
121,500,000,000
10.00
135,000,000
13,500,000,000
9.00
-
135,000,000
13,500,000,000
9.00
Issued and Fully Paid-Up
Capital
PT Ahabe Niaga Selaras
PT Superior Coach
81.00
-
-
-
15,000,000
1,500,000,000
1.00
Total Issued and Fully Paid-Up
Capital
1,350,000,000
135,000,000,000
100.00
1,500,000,000
150,000,000,000
100.00
Total Shares in Portfolio
4,050,000,000
405,000,000,000
3,900,000,000
390,000,000,000
*Public each with the ownership below 5%
PLAN FOR THE SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE PLACEMENT
In addition to the Public Ofering, as mentioned above, PT Superior Coach as a shareholder of the
Company will also conduct a private placement of shares it owns in the maximum amount of 135,000,000
(one hundred and thirty ive million) registered ordinary shares or by a maximum of 9% (nine percent) of
issued and paid-up capital of the Company after the Public Ofering to certain parties inside and outside
the territory of Indonesia. The parties to be the target of shares ofering in the private placement by
PT Superior Coach are major investors, pension funds, insurers, long-term domestic and international
investors,, hedge funds and wealth management.
The capital structure and proforma shareholding structure before and after the implementation of the
private placement by PT Superior Coach shall be as follows:
After Public Ofering and ESA Implementation but
prior to Private Placement
Description
Total Shares
Authorized Capital
Total Nominal Values
@Rp100 per share
(Rp)
5,400,000,000
540,000,000,000
%
After Public Ofering, ESA Impelemtantion and
Private Placement
Total Nominal Values
@Rp100 per share
(Rp)
Total Shares
5,400,000,000
540,000,000,000
%
Issued and Fully Paid-Up
Capital
1,215,000,000
121,500,000,000
81.00
1,215,000,000
121,500,000,000
PT Superior Coach
PT Ahabe Niaga Selaras
135,000,000
13,500,000,000
9.00
-
-
-
Public*
135,000,000
13,500,000,000
9.00
270,000,000
27,000,000,000
18.00
Employees (ESA Program)
81.00
15,000,000
1,500,000,000
1.00
15,000,000
1,500,000,000
1.00
Total Issued and Fully Paid-Up
Capital
1,500,000,000
150,000,000,000
100.00
1,500,000,000
150,000,000,000
100.00
Total Shares in Portfolio
3,900,000,000
390,000,000,000
3,900,000,000
390,000,000,000
*public each with the ownership below 5%
xii
PLAN FOR USE OF PROCEEDS
The proceeds from the Public Ofering, after being deducted by the costs for issuance of shares, will be
fully used by the Company:
1.
Approximately 33% will be used by the Company either directly or indirectly through NRM for capital
expenditures related to the Company and/or its Subsidiaries’ business development, among others,
for the construction of new dealers and their facilities to expand its Toyota network within a period
of 2017 - 2019.
The distribution of proceeds from Initial Public Ofering to NRM, engaged in trading ield, authorized
dealer, and vehicle repair services, shall be granted by the Company in the form of unsecured loans
with the reasonable interest rate applicable at the time of loans granted within a loan period of 3
(three) to 5 (ive) years.
2.
Approximately 33% will be used by the Company within a period of 2017 - 2019 to make investments
related to acquisition opportunities for expansion and development of business activities of the
Company and the Subsidiaries including the acquisition of dealers, the acquisition of shares of the
company which owns dealership facilities, and establish a new company in order to strengthen the
network for the automotive business activities and provide beneits that support the Company’s
business activities. Until the issuance hereof, there has been no acquisition target of dealers,
acquisition of shares of the company that has dealer facilities or establish a new company.
3.
The rest will be used by the Company, either directly or indirectly through NRM and/or AFI for
working capital, among others, the Company’s operational costs such as the purchase of cars and
spare parts inventory, consumer inancing working capital and other costs.
The distribution of the proceeds from Initial Public Ofering to NRM, which is engaged in trade ield,
authorized dealers, and vehicles repair services, and/or AFI, which is engaged in inancial services,
provided by the Company in the form of unsecured loans with a reasonable interest applicable at
the time loans granted by the loan period of less than 1 (one) year.
After the loans granted by the Company are fully repaid by the Subsidiaries, the amount will be used
by the Company for business development of the Company and/or its Subsidiaries, among others in
the form of capital expenditure as for the construction of the new dealership and its facilities thereof or
additional new investment having strategic value and can support the Company’s business activities, as
well as for working capital
COMPANY BUSINESS STRATEGY
a.
b.
c.
d.
e.
f.
g.
h.
Always focusing on business activities conducted at this time
Expanding its distribution network
Increasing revenues through business development with a high rate of return and integrated in the
automotive industry
Using information technology systems connected online
Promoting prudential principles
Improving synergies between business activities
Improving the quality of human resources
Properly planning the inance
xiii
BUSINESS RISKS
Business Risks of the Company and Subsidiaries
1. Risks of Business Competition
2. Risks of Brand Holder Sole Agent Policy
3. Risk of Concentrated Sales Territory
4. Risks of Reliance on Subsidiaries
5. Risks of Reliance on Bank Loan and External Financing for Running and Developing Business
Activities
6. Risks of Financing
7. Risks of Operation
8. Risks of Government Policy
9. Risks of Economy
Risks over Shareholding of the Company
1. Risks of Share Liquidity
2. Risks of Share Price to Fluctuate
3. Risks of The Company’s ability to Pay Dividends in the Future will Rely on Retained Earnings,
Financial Condition, Cash Flow and Working Capital Needs in the Future
4. Risks of Future Sales of Shares may Afect the Market Price of the Company Shares
DIVIDEND POLICY
The entire issued and fully paid-up ordinary shares , including registered ordinary shares ofered in this
Initial Share Public Ofering, has the same and equal rights including the right to dividend distribution.
In accordance with Indonesian laws and regulations, in particular the Company Law, the Company may
distribute dividends. Dividend payment refers to the provisions contained in the Articles of Association
of the Company and approval of shareholders at the GMS and considers the fairness of such payments
and also the interests of the Company. Dividend payment can only be made if the Company recors
positive retained earnings.
The interim dividend can be distributed at the end of the inancial year provided that it does not violate
the provisions of the Articles of Association and the distribution does not cause the Company’s net
assets smaller than the issued and paid-up capital. The distribution of the interim dividend is determined
by the Board of Directors upon approval of the Board of Commissioners. If at the end of the inancial
year the Company sufers a loss, the interim dividend that has been distributed must be returned by the
shareholders to the Company. In the event that the shareholders cannot return the interim dividend, the
Board of Directors and the Board of Commissioners shall be liable jointly and severally for the losses of
the Company.
Determination, amount and payment of dividends on the shares at a later date, if any, will depend on the
following factors, including:
•
•
•
The results of operations, cash lows and inancial condition;
The development plan of the Company in the future; and
Other factors considered important by the Company’s management.
Notwithstanding the foregoing, the Company plans to distribute the cash dividends as much as up to
50% of net proit for the current year before other comprehensive income after setting aside mandatory
reserves commencing from the iscal year of 2017. The Company has no negative covenants with
respect to third party covenants in the framework of dividend payment.
xiv
FINANCIAL HIGHLIGHTS
The following table illustrates the Consolidated Financial Highlights of the Company for the period of
nine months ended September 30, 2016 and 2015 (unaudited) and for the years ended December 31,
2015, 2014, 2013, 2012 and 2011. The important inancial data derived from the Consolidated Financial
Statements of the Company and Subsidiaries for the period of nine months ended September 30, 2016
that have been audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of
the RSM network, with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December
31, 2015 audited by Kantor Akuntan Publik Amir Abadi Jusuf, Aryanto, Mawar & Rekan, member of the
RSM network with unqualiied opinion signed by Rudi Hartono Purba, for the year ended December
31, 2014 that have been audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with
unqualiied opinion signed by Saptoto Agustomo, for the years ended December 31, 2013 and 2012
audited by Kantor Akuntan Publik Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed
by Dudi Hadi Santoso and for the year ended December 31, 2011 audited by Kantor Akuntan Publik
Aryanto, Amir Jusuf, Mawar & Saptoto with unqualiied opinion signed by Mawar I.R. Napitupulu.
STATEMENTS OF FINANCIAL POSITION
(in billion Rupiah)
As of September
30
Description
2016
Total Assets
Total Liabilities
Total Equities
As of December 31
2015
6,301.9
4,844.5
1,457.4
2014
5,858.0
4,560.0
1,298.0
2013
5,490.3
4,296.1
1,194.2
2012
4,809.8
3,733.7
1,076.01
2011
3,440.4
2,597.2
843.2
2,506.3
1,898.7
607.6
STATEMENTS OF PROFIT OR LOSS
(in billion Rupiah)
Period of nine months
ended September 30
Description
2016
Revenue
Gross Proit
Total Comprehensive Income of
Current Year/Period
Year ended December 31
2015
2015
2014
2013
2012
2011
4,980.8
854.6
4,028.8
666.8
5,657.2
884.3
5,926.1
867.0
5,862.3
896.9
4,374.8
905.2
3,794.3
809.2
176.9
114.3
140.8
158.2
258.4
233.1
144.2
DESCRIPTION ABOUT SUBSIDIARIES
On the issuance date hereof, the Company has Subsidiaries, either directly or indirectly, as follows:
Direct