Ginting and Reksodiputro

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Ginting & ReksodiputroAn Overview 2013

Ginting & Reksodiputro An Overview | 20132

Allen & Overy LLP 2013

Contents

Executive Summary 4

Expertise 5

Appendix Our experience 10

3

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Executive Summary

Harun ReksodiputroPartnerTel +62 21 2995 1711 Mob +62 811 8063 10 [email protected] www.grlaw.co.id

Daniel GintingManaging PartnerTel +62 21 2995 1701 Mob +62 815 8650 1234 [email protected] www.grlaw.co.id

If you require further information, or would like to see how we can assist you, please contact either Daniel Ginting, Harun Reksodiputro, Sugianto Osman or Andrew Digges on:

Thank you for giving us the opportunity to present our capabilities to you. In this brochure we have set out our experience and the reasons why you should choose us for expert legal advice.

Ginting & Reksodiputro (G&R) is a dynamic entity with a drive for excellence in banking, finance and projects, corporate, and capital markets. The members of G&R have solid knowledge and extensive experience of working in the Indonesian market as legal counsel for prominent local and international clients throughout the Asia Pacific region as a whole.

G&R has entered into an exclusive association with the international legal practice

Allen & Overy, which has 42 offices in 29 countries.

Our relationship with Allen & Overy enables us to provide you with integrated international and Indonesian law services combining Allen & Overys international practice with G&Rs first-class Indonesian legal advice delivered to international standards.of the key members of our infrastructure team and our credentials.

We believe we have the experience and expertise to advise you on future transactions for the following reasons:

We are an exciting young firm with long-standing experience and a strong track record in the Indonesian market. Our

lawyers have been involved in major high profile transactions in Indonesia.

We have a solid understanding of commercial transactions drawn from extensive experience across the market, including broad experience advising international clients. This enables us to offer you relevant and targeted advice and to deliver first-class lndonesian legal services to international standards.

We are well resourced and ready to work with you.

Andrew DiggesForeign Legal ConsultantTel +62 21 2995 1721Mob +62 815 870 0765 [email protected] www.grlaw.co.id

Sugianto OsmanPartnerTel +62 21 2995 1728 Mob +62 815 800 3987 [email protected] www.grlaw.co.id


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Expertise

Our capabilities span banking, finance and projects, corporate, mergers and acquisitions and capital markets.

In the banking and finance sector, our lawyers advise on: Complex structured loan financings in almost every sector of industry, representing domestic and international banks and financial institutions;

Acquisition financings using leverage buyout structured finance. Our lawyers have been involved in almost all of the major mining

acquisitions in Indonesia since the first wave of mining acquisitions in 2002. These include acquisitions of oil and gas companies, television companies, chain restaurants and financial institutions;

Major project financings in Indonesia, especially in the areas of power, toll roads and mining. Specifically, Daniel Ginting has been heavily involved in all of the 10,000MW power project

financings, including addressing the issues on Government guarantees.

In the projects/energy sector, our lawyers advise on: Coal mining development and acquisitions (either KP/IUP or

CCOW) and toll roads projects,

including advising clients on concession issues in Indonesia;

Power development, representing lenders, the state utility company and the sponsors.

In the securities sector, our lawyers advise on: Indonesian capital markets law generally;

International bond issuance (in compliance with both Rule 144A and Regulation S of the U.S. Securities Act);

Acquisition of a minority stake in a public listed company.

Major cases our lawyers have worked on include: Acquisition and financing of toll road projects Pejagan, Pemalang,

Batang and Semarang, and Cikampek and Palimanan as well as negotiating a concession agreement with the government authority;

Advising clients in the development and financing of the power sector including Tanjung Jati, Cirebon

expansion, Paiton expansion, Cilacap, mine-mouth project and

hydro power project.

Experience in the corporate sector: Joint venture partners (a Chinese state-owned company and

several Indonesian companies) in establishing an Indonesian project

company to engage in the power and mining sectors;

A consortium led by a coal mining publicly listed company in a proposed acquisition of a group of coal mining companies through a competitive bidding process;

A tobacco public company (subsidiary of a multinational company) in its merger with a major

national tobacco public company;

A Malaysian group company in the sale of its portion of shares in an Indonesian life insurance company;

A major Indonesian conglomerate in the divestment of its shares in a major national tobacco public company;

An Indonesian public bank in its merger with another Indonesian public bank in relation to compliance with Bank Indonesias Single Presence Policy;

A Middle East based telecommunication company in its acquisition of shares of a public telecommunication company;

A major Indonesian conglomerate in its corporate restructuring involving the merger of three companies engaged in the coal, infrastructure and power sectors;

A major pharmaceutical company in the spin-off of its consumer

healthcare business as part of the global spin-off of the business by its parent.



Daniel is the Managing Partner of Ginting & Reksodiputro. He specialises in banking, finance and major projects.

His experience includes: Structuring financing transactions.

Acquisition financing.

Project development (coal, toll roads, power).

Mergers and acquisitions of coal companies, banks and financial institutions.

Debt restructuring.

He has been involved in devising financing structures, drafting terms sheets,

loan agreements, restructuring agreements, security documents and other transaction documents, as well as assisting clients in negotiating project

proposals with government officials. He has also spent a seven-month period

working in the Credit Recovery Unit of The Hongkong and Shanghai Banking

Corporation Limited in Jakarta.

Daniel is a member of PERADI (Indonesian Bar Association). He obtained an LL.M degree at the University of Chicago Law School, Illinois, U.S.A, in 2000.

He graduated from the University of Indonesia Law School in 1994, where he

was named Best Achieving Student in 1993. He speaks Indonesian and English.

Daniel Ginting is highly regarded within the Indonesian market. Examples of his recognition include: The IFLR1000 2013 ranks Daniel as a Leading Individual in the fields of Banking & Finance, Capital Markets, Corporate/M&A and Projects.

The Legal 500 2013 acknowedges that Daniels strength lies in understanding complex financing transactions and the commercial drivers behind the deal.

Chambers Asia Pacific 2012 notes that Daniel is widely acclaimed for his finance expertise and commercial acumen. According to interviewees: He is one of the top finance lawyers in Indonesia; extremely responsive, and works to international standards and quality.

Daniel GintingManaging PartnerTel +62 21 2995 1701 Mob +62 815 8650 1234 [email protected]

7www.allenovery.com

Harun is a corporate partner of Ginting & Reksodiputro. He specialises in corporate commercial, M&A, banking and capital markets.

His experience includes: Corporate/Commercial

IT/Telecommunications

Mergers and Acquisitions

Corporate Restructuring

Harun is frequently praised for his corporate/M&A practice. He has the

personal skills and knowledge to engage in productive working relationships with his clients which include multinational companies and Indonesian conglomerates.

He has acted for: one of the largest Indonesian plantation companies in its reverse take-over transaction and back-door listing in Singapore; a French-

based group in the sale of 40% shares in an Indonesian retail company for EUR220 million to an Indonesian conglomerate; a Dubai company in the

financing of constructions of telecommunications towers in Indonesia

(ongoing); a Netherlands-based company in acquiring certain shares in an

Indonesian manufacturing public company; and a Malaysian-based company in establishing an Indonesian healthcare consultancy company.

Harun is a member of PERADI (Indonesian Bar Association) and AKHI (Association of Indonesian Legal Consultants). He obtained an LL.M degree at the Boston University School of Law, Massachusetts, USA, in 2000. He

graduated from the University of Indonesia Law School in 1993. He speaks

Indonesian and English.

Harun enjoys an excellent reputation in the market. Examples of his recognition include: The Legal 500 2013 ranks Harun as a Leading Individual in the Indonesian Capital Markets.

Chambers Asia Pacific 2012 highlights that Harun is a key figure in the corporate team. He has a wealth of experience in representing Indonesian investors and handles a range of work including public and private M&A, corporate restructuring and joint ventures.

Harun ReksodiputroPartnerTel +62 21 2995 1711 Mob +62 811 8063 [email protected]



Sugianto joined Ginting & Reksodiputro in December 2011. He is an

experienced practitioner in M&A, capital markets and securities transactions with a strong track record in private equity, FIG, telecommunications and natural resources sectors. Previously Sugianto was a partner at Melli Darsa & Co since 2007. Prior to that, he worked in-house as the head of legal of a

telecommunications company in Indonesia. Sugianto started his career at Hadiputranto, Hadinoto & Partners in 1997.

His experience includes: Mergers & acquisitions

Corporate and commercial

Securities and capital markets

Sugianto represented PT Delta Dunia Makmur Tbk on its rights issue with a size of Rp. 1.2 trillions; Northstar Pacific in the acquisition of 40% stake in

PT Delta Makmur Mandiri Tbk (Delta). The transaction also involved (i) Deltas acquisition of PT Bukit Makmur Mandiri Utama (Buma), the second

largest mining contractor in Indonesia, (ii) Buma issuing guaranteed ecured senior notes through a finance subsidiary, (iii) bank facility provided to Buma

and (iv) equity placement of 38% stake in Delta; and PT Indika Energy Tbk in the acquisition of a controlling stake in PT Petrosea Tbk, a multi-disciplinary

engineering, construction and contractor mining company ( July 2009).

Sugianto OsmanPartnerTel +62 21 2995 1728 Mob +62 815 800 3987 [email protected]

*This experience was obtained at his previous firm.

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Andrew is a foreign legal consultant (partner-equivalent) with Ginting &

Reksodiputro. He has experience in project finance and development projects

in the power, oil and gas, resources, infrastructure (including PPP) and petrochemicals sectors, predominantly in Asia and also in Europe, the Middle East and Americas. He specialises in project documents generally including

construction, operation and maintenance contracts, feedstock / fuel supply,

offtake and concession agreements. Andrew also has experience in acquisition

and structured/leveraged financing and future flow trade receivables-backed

securitisation.

His experience includes: Project Finance

Project Development

Construction, PPP, Power, LNG, Oil and Gas and Petrochemicals.

Andrew has acted for the lenders in relation to the Jakarta Tank Terminal

liquids jetty and tank farm project in Tanjong Priok, Indonesia; the majority

equity investor into the GNPower Mariveles 2 x 300 MW green field coal-fired

merchant power project in the Philippines involving Chinese financiers and a

Chinese EPC contractor, advising on equity, finance documentation and all key project documentation including split EPC contracts; the sponsor

consortium in relation to the development and financing (by KExim and

Korean and other commercial banks) of an LNG regasification terminal project in Mexico (including drafting and negotiating separate terminal and jetty EPC contracts, including with a Korean and Japanese contractor); the preferred bidder in relation to the Institute of Technical Educations ITE College West PPP project in Singapore; The Indonesia Infrastructure

Guarantee Fund in respect of PPP projects in Indonesia, including roads,

bridges, power, water, waste treatment and port projects; and IFC and the

Government of Maldives on the regulatory framework and structuring for a Solid Waste Management Project in the Maldives.

Andrew is highly acclaimed in legal publications: IFLR1000 2013 acknowledges that Andrew has an abundance of deal experience ranging from PPP (public-private partnerships) to power

purchase agreements.

Chambers Asia Pacific 2011 highlights that Andrew specialises in providing very technical and precise advice that is multifaceted and key to a successful transaction. [His] work ethic is tireless, and [he is] supremely detailed and very technically proficient.

Andrew DiggesForeign Legal ConsultantTel +62 21 2995 1721 Mob +62 815 870 0765 [email protected]



BankingCiti, Credit Suisse and ING In financing the acquisition of a retail company by a media group company.

HSBC, JBIC and Mizuho

In several financing transactions to a group of companies.

JPMorgan

In financing the acquisition of shares

in a public listed company.

FMO, DEG and ING In financing the Jakarta tank terminal

for oil storage at Tanjung Priok.

TAEL In financing the acquisition of a public listed company.

Lenders In numerous share backed financings.

Caterpillar Finance In its finance activities in Indonesia.

BCA, Mandiri, BNI and BRI As arranger for the financing of

Cikampek Palimanan toll road.

The sponsor In the financing of the development of Pejagan Pemalang, Pemalang Batang, and Batang Semarang toll roads.

PowerPLN In the following projects:

Tanjung Jati;

Paiton;

Cilacap;

Fast Track Programme;

Cirebon; and

Transmission Line Project.

China Huadian, PT Bukit Asam (Persero) Tbk, PT PLN and PT Truba Alam Manunggal In the development of a 4 x 600MW mine-mouth power project in South Sumatera.

An ECA In discussing a Memorandum of Understanding with MOF and PLN (similar to JBIC Umbrella Agreement).

MiningThe lenders In several acquisitions of major coal mining companies (Adaro, KPC, Arutmin, Kideco and several other KP companies).

The Bidders In the proposed acquisition of Berau coal and Meruwai assets.

A group of companies In restructuring their investment in coal companies.

The financial advisor

In the development of an alumina smelter plant by PT Aneka Tambang.

A vendor In the proposed sale of an Indonesian mining company through a tender process.

The due diligence process For the possible acquisition of two major CCOW companies.

Appendix Our experience

11

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Toll Roads Sponsor In acquiring and financing toll road

projects in (i) Pejagan Pemalang; (ii) Pemalang Batang; and (iii) Batang Semarang.

BCA, Mandiri, BNI and BRI As arrangers for the financing of a toll road project in Cikampek Palimanan.

Capital MarketsUnderwriter

Issue of bonds by a media company in international markets and in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

A coal mining publicly listed company In its proposed issuance of U.S. Dollar bonds in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

PT Bank Negara Indonesia (Persero) Tbk In its rights issue and representing the Republic of Indonesia in the public offer of its shares in PT Bank Negara

Indonesia (Persero) Tbk in domestic and international markets in compliance with Rule 144A and Regulation S of the U.S. Securities Act.

PT Bank Bukopin In its pre-initial public offering (IPO)

restructuring and IPO in Indonesia.

PT Darma Henwa Tbk, a coal mining contractor publicly listed company In its rights issue.

An Indonesian bank,subsidiary of a major offshore bank

In the establishment of a securities company.

Perusahaan Perseroan PT Perusahaan Listrik Negara (Persero) In (i) the 2009 offering of USD750m;

(ii) the 2007 offering of USD1 billion;

and (iii) the 2006 offering of USD1bn

Guaranteed Notes ssued by Majapahit

Holding B.V. guaranteed by Perusahaan.

PT Bayan Resources Tbk In its initial public offering in domestic

and international markets under Rule 144A and Regulation S of the U.S.

Securities Act.

Credit Suisse as arranger In the issuance of USD900m notes in

relation to coal sales receivables by the Bumi Group.

CorporateSCG Chemicals Company Limited On its acquisition of a 30% shareholding in PT Chandra ASRI Petrochemical Tbk.

The vendor In the proposed sale of a coal contract of work company.

The bidders In the proposed acquisition of BHP coal companies.

A buyer In the acquisition of coal mining companies and the development of a railway project and port in Kalimantan.

A buyer In the acquisition of a coal mining company in Kalimantan.

A buyer In the acquisition of an operating coal mining company under contract of work.

An Indian company In the acquisition of several coal mining companies in Indonesia.

PT Pfizer Indonesia

In the spin-off of its consumer

healthcare business as part of the global spin-off of the business by

Pfizer Inc.

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Ginting & Reksodiputro in association with Allen & Overy LLP The Energy Building, 15th Floor Sudirman Central Business District Jl Jend Sudirman Kav 52-53 Jakarta 12190 Indonesia

Tel +62 21 2995 1700 Fax +62 21 2995 1799

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