-
EffectiveDate : March30,2017 PublicOfferingPeriod :
March31,April3-4,2017 AllotmentDate : April6,2017 RefundDate :
April7,2017 ElectronicSharesDistributionDate : April7,2017
ListingDate : April10,2017
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:EngageinTrade,AuthorizedDealer,ServicesincludingFinancingServicesRelatedtoMotorVehiclethrough
SubsidiariesandManagementConsultingServicesDomiciled in North
Jakarta, Indonesia
Head
Office:JalanGayaMotorINo.8SunterII,Jakarta14330Telepon:(+6221)6511232Fax:(+6221)6512176
Operational Office: SunburstCBDLotIINo.3
BSDCity,KotaTangerangSelatan15321
Telepon:(+6221)22356800Fax:(+6221)22356801
Dealer Network and Branch
Office:22dealernetworkinCentralJavaand
DIYogyakarta37financingserviceofficesinJakarta,CentralJava,DIYogyakarta,WestJava,EastJava,Banten,Bali,NorthSumatra,WestKalimantanandSouthSulawesi
website:www.bintracodharma.comemail:[email protected]
INITIAL PUBLIC OFFERINGA total of 150,000,000 (one hundred and
fiftymillion) ordinary shareswith a nominal value of Rp100 (one
hundredRupiah)pershare,orasmuchas10%(tenpercent)of the
issuedandfullypaid-upshares in theCompanyafter
thePublicOffering,offeredtothePublicwithanOfferPriceofRp1,750(onethousandsevenhundredfiftyRupiah)pershare,tobepaidinfullatthetimeoffilingtheShareSubscriptionForm(FPPS).TheoverallamountofPublicOfferingisRp262.500.000.000(twohundredsixtytwobillionfivehundredmillionRupiah).PursuanttoDecisionof
theBoardofDirectorsof
theCompanyNo.002/HRD/SK/II/2017datedJanuary18,2017,theCompanyimplementsEmployeeStockAllocation(ESA)programwiththeamountofamaximumof10%(tenpercent)oftheamountofferedintheInitialPublicOfferingoramaximumof15,000,000(fifteenmillion)shares.DetailedinformationabouttheESAprogramcanbefoundinChapterIhereof.AllsharesoftheCompanyofferedinthisPublicOfferinggivestheholderthesameandequalrightsinallrespectswiththeothersharesintheCompanythathavebeenissuedandfullypaid-up,includingtherighttodividenddistribution,therighttovoteattheGMS,therighttodistributionofbonussharesandtherightsissue,inaccordancewithLawNo.40of2007onLimitedLiabilityCompanies(CompanyLaw).
JOINT LEAD UNDERWRITERS
PT Ciptadana Sekuritas Asia PT CIMB Sekuritas Indonesia
UNDERWRITERSPTErdikhaElitSekuritasPTMagentaKapitalIndonesiaPTMinnaPadiInvestamaSekuritasTbk
PTPhillipSecuritiesIndonesiaPTProfindoInternationalSecuritiesPTShinhanSekuritasIndonesia
The Joint Lead Underwriters and the Underwriters Guarantee the
Full Commitment to the Companys Initial Public Offering
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).
ThisProspectusisissuedinJakartaonMarch31,2017
-
TheCompanyhassubmittedSecuritiesIssuanceRegistrationStatementinconnectionwiththePublicOfferingtotheChiefExecutiveofCapitalMarketSupervisorofFinancialServicesAuthority(hereinafterreferredtoOJK)withaLetterNo.Leg/SRT-026/XII/2016datedDecember27,2016inaccordancewiththerequirementsstipulatedinLawNo.8of1995datedNovember10,1995onCapitalMarket,StateGazetteNo.64of1995,SupplementalStateGazetteNo.3608alongwithitsimplementingregulationsandamendmentsthereto(hereinafterreferredtoasCapitalMarketLaw).
Shares offered in the Public Offering are planned to be listed
on the BEI in accordance with
theSecuritiesRegistrationPreliminaryAgreement that has
beenmadebetween
theCompanyandBEIonDecember21,2016ifitmeetsthelistingrequirementssetbyBEI,amongothers,concerningthenumber
of shareholders, both individuals and institutions inBEI and each
shareholder has at
least1(one)unitofsharetrading.Ifthelistingrequirementsarenotmet,thenthePublicOfferingisnullandvoidandpaymentofsubscriptionofthesesharesmustbereturnedtothesubscriberinaccordancewiththeprovisionsof
theCapitalMarketLaw, theUnderwritingAgreementandRegulationNo.
IX.A.2.ofAppendixtotheBapepam-LKDecisionNo.Kep-122/BL/2009datedMay29,2009.
Allof
theCapitalMarketInstitutionsandSupportingProfessionalstheinthePublicOfferingarefullyresponsibleforthedatapresentedinaccordancewiththeirfunctions,inaccordancewiththeregulationsinforceintheterritoryoftheRepublicofIndonesiaandthecodeofethics,normsandstandardsoftheirrespectiveprofessions.
InconnectionwiththisPublicOffering,eachaffiliatedpartiesareprohibitedfromprovidinginformationorstatementsconcerningthedatanotdisclosedthereinwithoutthewrittenconsentoftheCompanyandtheLeadUnderwriters.
PTCiptadanaSekuritasAsiaandPTCIMBSekuritasIndonesiaastheJointLeadUnderwriters,otherUnderwritersandCapitalMarketInstitutionsandSupportingProfessionalsinthisPublicOffering,firmlystatenottobeaffiliatedwiththeCompanyeitherdirectlyorindirectly,asdefinedintheCapitalMarketLaw.FurtherexplanationontheabsenceofaffiliationcanbefoundinChapterXIIIontheUnderwritingandChapterXIVonInstitutionsandProfessionalsSupportingtheCapitalMarket.
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.
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i
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. MANAGEMENTS DISCUSSION AND ANALYSIS
....................................................................
46
VI. BUSINESS RISKS
.....................................................................................................................
64
VII. MATERIAL EVENTS AFTER THE DATE OF INDEPENDENT AUDITORS
REPORT............... 69
VIII. INFORMATION OF THE COMPANY AND SUBSIDIARIES
....................................................... 701. Brief
History of the Company
..............................................................................................
702. Capital Growth and Shareholding
.......................................................................................
753. Brief Description of Incorporated Shareholders
..................................................................
834. Brief Description of Subsidiaries
.........................................................................................
855. Organization Structure of the Company
............................................................................
1246. Management And Supervision of the Company
................................................................
1257. Human Resources
............................................................................................................
1308. Consolidated Direct and Indirect Ownership Scheme of the
Company and Subsidiaries
.......................................................................................................................
1339. Relations of Management and Supervision with Shareholders in
the Form of Legal Entity and Subsidiary
...............................................................................................
13410. Information on Fixed Assets of the Company
...................................................................
13411. Insurance
..........................................................................................................................
14112. Material Agreements with Third Parties
............................................................................
15213. Material Agreements with Affiliated Parties
.......................................................................
21914. Legal Proceedings Being Faced by the Company, the Board of
Commissioners and Board of Directors
.............................................................................................................
22915. Intellectual Property Rights
...............................................................................................
229
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ii
IX. ACTIVITIES AND PROSPECTS OF THE COMPANYS AND SUBSIDIARIES
BUSINESS ... 2301. General
.............................................................................................................................
2302. Competitive Advantage
.....................................................................................................
2323. Business Activity of the Company
.....................................................................................
2344. Sales, Customer and Marketing
........................................................................................
2495. Competition
.......................................................................................................................
2516. Business Strategy
.............................................................................................................
2527. Prospects
..........................................................................................................................
2548. Corporate Social Responsibility (CSR)
...........................................................................
2559. 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 AUDITORS REPORT
....................................................................................
319
XIX. SHARE SUBSCRIPTION REQUIREMENTS
...........................................................................
491
XX. DISTRIBUTION OF PROSPECTUS AND SHARE SUBSCRIPTION FORM
........................... 496
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iii
DEFINITIONS AND ABBREVIATIONS
The terms and expressions therein have the following
meanings:
Affiliates 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; orf. 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 Offering 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 Offering Period,
at which time the Allotment Manager sets the allotment Shares
Offered for each subscriber.
Allotment Manager Means PT Ciptadana Sekuritas Asia, responsible
for allotment on the sale of shares offered to be performed if the
number of orders on the shares exceeds the number of shares offered
in this public offering, 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.
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iv
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 offers 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 specific 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 Offered are distributed electronically by the KSEI
to the Underwriter and then distributed to subscribers.
Effective Means the fulfillment 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
Offering.
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v
Effective Statement Means a statement issued by the OJK stating
that Registraton Statement is Effective.
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
Offered Shares in the Initial Public Offering for employees of the
Company specified 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 Offerred Shares or a maximum of
15,000,000 (fifteen 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 Offering, 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 Rights of the Republic of
Indonesia
Means the Minister of Justice and Human Rights of the Republic
of Indonesia, formerly called the Ministry of Justice of the
Republic of Indonesia, which changed its name into the Ministry of
Justice and Legislation of the Republic of Indonesia, and finally
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, offered and sold to the Public through
Public Offering in the total number of 150,000,000 (one hundred and
fifty million) shares, which subsequently listed on the BEI on the
Listing Date.
Offer Price Means the price per share offered, through Public
Offering where the price has been determined through a bookbuilding
process, namely Rp 1,750 (one thousand seven hundred and fifty
Rupiah).
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vi
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 financial services
activities in the banking, capital market, insurance, pension
funds, financial services institutions and other financial
institutions sector. Since December 31, 2012, the functions, duties
and authority of regulation and supervision of financial 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 Offering.
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 offered 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 Offering and contains all information therein submitted to
the OJK as part of the Registration Statement, unless the
information on the number, the Offer Price, the underwriting or
other matters related to the terms of offer 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
notification by the Board of Directors to issue such shares.
Prospectus Means the final 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 Offered 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 Offering.
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
Offered with regared to the legislation in force.
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vii
Public Offering or Initial Share Public Offering
Means any offering for Shares Offered made by the Company to the
Public bearing in mind the terms and conditions as set out in the
Underwriting Agreement and the procedures stipulated in the Capital
Market Law and regulations applicable in the Indonesia Stock
Exchange.
Public Offering Period Means the period for the Public to be
able to apply for the subscription of Shares Offered, unless the
Public Offering Period is closed earlier as provided in the
Underwriting Agreement, but shall not be less than 1 (one) Business
day and a maximum of five (5) Business days.
Refund Date Means the date to refund the subsription of Shares
Offered 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 Offering
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 Offering.
Register of Share Subscription (Daftar Pemesanan Pembelian Saham
(DPPS))
Means the Register which contains the names of subscriber and
the number of shares ordered and organized by the Share
Subscription Form made by each Underwriter.
Registration Statement Means a document which shall be submitted
by the Company to the OJK before the Company makes an offer and
sale of Shares Offered 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 Offering 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
Offering.
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 Offering.
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 Affiliated Transactions and Conflicts 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 Offering 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 Confirmation Form (Formulir Konfirmasi
Penjatahan Saham (FKPS))
Means a form confirming the allotment result on behalf of the
customer as proof of ownership on the Shares Offered in the initial
market.
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viii
Share Subscription Form (Formulir Pemesanan Pembelian Saham
(FPPS))
Means the original copy of the subscription form related to
Shares Offered to be made in 5 (five) copies, where each copy must
be filled completely, affixed by signature of original subscriber
and filed by the prospective subscriber to the Underwriter and
sales agent (if any) at the time of ordering Shares Offered during
the Public Offering Period.
Shareholders Register (Daftar Pemegang Saham (DPS))
Means the Register issued by KSEI which contains information
about the ownership of securities by the securities holders in
Collective Depository in KSEI based on data provided by the account
holder in KSEI.
Shares Offered Means New Shares, namely as many as 150,000,000
(one hundred and fifty 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 defined 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 financial statements are consolidated with
the Company in accordance with accounting standards applicable in
Indonesia.
TDP Means the Company Registration Certificate (Tanda Daftar
Perusahaan)
Underwriter Means parties who enter into an agreement with the
Company and will be responsible, individually and jointly to offer
and sell Shares Offered to the Public with full commitment and make
payment of the Public Offering 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 Profindo
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.
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ix
COMPANYS NAME ABBREVIATIONS
Subsidiaries Name Abbreviations
AFI Means PT Andalan Finance Indonesia.BMN Means PT Bahtera
Multi Niaga.CPM Means PT Chandra Pratama Motor.GAI Means PT Gema
Adipradana Indah.GBM Means PT Graha Bahana Mandiri.Meka Means PT
Meka Adipratama.MMN Means PT Meka Mekar Niaga.NAS Means PT
Nasmoco.NBM Means PT Nasmoco Bahtera Motor.NBnM Means PT Nasmoco
Bahana Motor.NKM Means PT Nasmoco Karangjati Motor.NPM Means PT
Nasmoco Pratama Motor.NRM Means PT New Ratna Motor.SDC Means PT
Semarang Diamond Citra.SBM Means PT Sumber Bahtera Mandiri.
Company Shareholders Name Abbreviations
ANS Means PT Ahabe Niaga Selaras.SC Means PT Superior Coach.
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x
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 financial 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 Clerks Office,
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 notified 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 field
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
financing services, whether for corporate or individual consumers.
The financing group of the Company starts to operate commercially
by the Company in 2004. At the date hereof is issued, the financing
business group of the Company has 37 branches of financing 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.
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xi
PUBLIC OFFERING
1. Total Offered Shares : A total of 150,000,000 (one hundred
and fifty 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
Offering
2. Nominal Value : Rp100 (one hundred Rupiah) per share
3. Offer Price : Rp1,750 (one thousand seven hundred and fifty
Rupiah)
4. Total Public Offering : Rp262,500,000,000 (two hundred and
sixty-two billion five hundred million Rupiah)
5. Total Registered Shares : A total of 1,500,000,000 (one
billion five hundred million) share
Shares Offered in the framework of Share Initial Public Offering
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 Companys 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 ShareConsisting of Ordinary Shares
With a nominal value of Rp100 (one hundred Rupiah) per share
Description Total Share Total Nominal Value of @Rp100 per share
(Rp) %
Authorized Capital 5,400,000,000 540,000,000,000Issued and Fully
Paid-Up CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
90.00PT Superior Coach 135,000,000 13,500,000,000 10.00Total Issued
and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00Total
Shares in Portfolio 4,050,000,000 405,000,000,000
With the sale of the entire Shares Offered by the Company in
this Public Offering, the capital structure and composition of
shareholders of the Company before and after the Public Offering in
a proforma basis are as follows:
Description
Before Public Offering After Public Offering
Total ShareTotal Nominal Value
of @Rp100 per share (Rp)
% Total ShareTotal Nominal Value of @Rp100 per share
(Rp)%
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up
CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach
135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000
9.00Public* - - - 150,000,000 15,000,000,000 10.00Total Issued and
Fully Paid-Up
Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000
150,000,000,000 100.00Total 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%
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xii
Along with the Share Public Offering, the Company holds an
employee stock allocation program (ESA) with a maximum number of
10% (ten percent) of the total number of Shares Offered to a
maximum of 15,000,000 (fifteen 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 Offered by the Company in
this Public Offering and the implementation of ESA, the capital
structure and shareholding structure of the Company before and
after the Public Offering and the implementation of ESA in proforma
basis are as follows:
Description
Before Public Offering and the Implementation of ESA
After Public Offering and the Implementation of ESA
Total ShareTotal Nominal Value
of @Rp100 per share (Rp)
% Total ShareTotal Nominal Value of @Rp100 per share
(Rp)%
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up
CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach
135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000
9.00Public* - - - 135,000,000 13,500,000,000 9.00Employees (ESA
Program) - - - 15,000,000 1,500,000,000 1.00Total Issued and Fully
Paid-Up
Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000
150,000,000,000 100.00Total 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 Offering, 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 five million) registered
ordinary shares or by a maximum of 9% (nine percent) of issued and
paid-up capital of the Company after the Public Offering to certain
parties inside and outside the territory of Indonesia. The parties
to be the target of shares offering 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:
Description
After Public Offering and ESA Implementation but prior to
Private Placement
After Public Offering, ESA Impelemtantion and Private
Placement
Total SharesTotal Nominal Values
@Rp100 per share (Rp)
% Total SharesTotal Nominal Values
@Rp100 per share (Rp)
%
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up
CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
81.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach
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 18.00Employees (ESA
Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000
1.00Total Issued and Fully Paid-Up
Capital 1,500,000,000 150,000,000,000 100.00 1,500,000,000
150,000,000,000 100.00Total 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%
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xiii
PLAN FOR USE OF PROCEEDS
The proceeds from the Public Offering, 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 Offering to
NRM, engaged in trading field, 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 (five)
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 benefits that support the Companys 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 Companys operational costs such as the purchase of cars
and spare parts inventory, consumer financing working capital and
other costs.
The distribution of the proceeds from Initial Public Offering to
NRM, which is engaged in trade field, authorized dealers, and
vehicles repair services, and/or AFI, which is engaged in financial
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 Companys business
activities, as well as for working capital
COMPANY BUSINESS STRATEGY
a. Always focusing on business activities conducted at this
timeb. Expanding its distribution networkc. Increasing revenues
through business development with a high rate of return and
integrated in the
automotive industryd. Using information technology systems
connected onlinee. Promoting prudential principlesf. Improving
synergies between business activitiesg. Improving the quality of
human resourcesh. Properly planning the finance
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xiv
BUSINESS RISKS
Business Risks of the Company and Subsidiaries1. Risks of
Business Competition2. Risks of Brand Holder Sole Agent Policy3.
Risk of Concentrated Sales Territory 4. Risks of Reliance on
Subsidiaries5. Risks of Reliance on Bank Loan and External
Financing for Running and Developing Business
Activities6. Risks of Financing7. Risks of Operation8. Risks of
Government Policy9. Risks of Economy
Risks over Shareholding of the Company1. Risks of Share
Liquidity2. Risks of Share Price to Fluctuate3. Risks of The
Companys ability to Pay Dividends in the Future will Rely on
Retained Earnings,
Financial Condition, Cash Flow and Working Capital Needs in the
Future4. Risks of Future Sales of Shares may Affect the Market
Price of the Company Shares DIVIDEND POLICY
The entire issued and fully paid-up ordinary shares , including
registered ordinary shares offered in this Initial Share Public
Offering, 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
financial year provided that it does not violate the provisions of
the Articles of Association and the distribution does not cause the
Companys 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 financial year the Company suffers 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 flows and financial condition;
The development plan of the Company in the future; and Other
factors considered important by the Companys management.
Notwithstanding the foregoing, the Company plans to distribute
the cash dividends as much as up to 50% of net profit for the
current year before other comprehensive income after setting aside
mandatory reserves commencing from the fiscal year of 2017. The
Company has no negative covenants with respect to third party
covenants in the framework of dividend payment.
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xv
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
financial 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 unqualified 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 unqualified 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
unqualified 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 unqualified 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 unqualified opinion signed by Mawar I.R.
Napitupulu.
STATEMENTS OF FINANCIAL POSITION
(in billion Rupiah)
DescriptionAs of September
30 As of December 31
2016 2015 2014 2013 2012 2011Total Assets 6,301.9 5,858.0
5,490.3 4,809.8 3,440.4 2,506.3Total Liabilities 4,844.5 4,560.0
4,296.1 3,733.7 2,597.2 1,898.7Total Equities 1,457.4 1,298.0
1,194.2 1,076.01 843.2 607.6
STATEMENTS OF PROFIT OR LOSS
(in billion Rupiah)
DescriptionPeriod of nine months ended September 30 Year ended
December 31
2016 2015 2015 2014 2013 2012 2011Revenue 4,980.8 4,028.8
5,657.2 5,926.1 5,862.3 4,374.8 3,794.3Gross Profit 854.6 666.8
884.3 867.0 896.9 905.2 809.2Total Comprehensive Income of
Current Year/Period 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 Investments in Subsidiaries
No Subsidiaries Name Business ActivitiesDirect
Ownership (%)
Indirect Ownership
(%)
Company Ownership Effectively
(%)
Year of Investment
Year of Commercial Operation
1. PT Gema Adipradana Indah
Trade 99.99 - 99.99 2008 2002
2. PT Andalan Finance Indonesia
Financing Services 60.2 39.8(through
NRM)
92.2 1997 1995
3. PT New Ratna Motor
Trade, Authorized Dealer and Vehicle Reparation Service
70.0 30.0(through
BMN)
81.0 1997 1961
4 PT Bahtera Multi Niaga
Trading, Retailer 36.7 - 36.7 2004 2004
5. PT Semarang Diamond Citra
Building Lease 65.0 - 65.0 2002 1975
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xvi
Indirect Investments in Subsidiaries
No Subsidiaries Name Business ActivitiesDirect
Ownership (%)
Company Ownership
Effectively (%)
Year of Investment
Year of Commercial Operation
1. PT Chandra Pratama Motor
Trade, Authorized Dealer and Vehicle Reparation Service
95.0(through
NRM) and 5.0 (through NAS)
80.9 2010 1991
2. PT Sumber Bahtera Mandiri
Building Lease 66.4(through NRM)
53.8 1996 1987
3. PT Nasmoco Bahtera Motor
Trade, Authorized Dealer and Vehicle Reparation Service
66.4(through NRM)
53.8 2012 2012
4. PT Nasmoco Trade, Authorized Dealer and Vehicle Reparation
Service
98.5 (through NRM)
79.8 2004 1976
5 PT Meka Adipratama
Trading, Equipment/Spare parts and Vehicle Repair Services
58.0(through NRM)
46.9 1995 1992
6. PT Nasmoco Pratama Motor
Trade, Authorized Dealer and Vehicle Reparation Service
99.0(through
CPM) and 1.0 (through NAS)
80.9 2010 2010
7. PT Nasmoco Karangjati Motor
Trade, Authorized Dealer and Vehicle Reparation Service
90.0(through NAS)
71.8 2013 2013
8. PT Nasmoco Bahana Motor
Trading and Vehicle Repair Services
90.0(through NBM)
48.4 2012 2012
9. PT Graha Bahana Mandiri
Rental Services of Properties, Buildings, Warehouses and
Offices
90.0(through SBM)
48.4 2012 2012
10. PT Meka Mekar Niaga
Trading, Retailer 99.0(through NBM)
46,5 2009 2009
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1
I. PUBLIC OFFERING
A total of 150,000,000 (one hundred and fifty million) ordinary
shares with a nominal value of Rp100 (one hundred Rupiah) or 10%
(ten percent) of the issued and fully paid-up capital in the
Company after the Publoc Offering, offered to the Public with an
Offer Price of Rp1,750 (one thousand seven hundred and fifty
Rupiah), which must be paid in full at the time of filing the Share
Subscription Form (FPPS), The total number of Public Offering is
Rp262,500,000,000 (two hundred and sixty-two billion five hundred
million Rupiah).
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 Office:Jalan Gaya Motor I No. 8 Sunter II, Jakarta
14330
Telepon: (+6221) 6511232Fax: (+6221) 6512176
Operational Office: Sunburst CBD Lot II No. 3BSD City, Kota
Tangerang
Selatan 15321Telepon: (+6221) 22356800
Fax: (+6221) 22356801
Dealer Network and Branch Office:22 dealer network in Central
Java and DI
Yogyakarta37 financing service offices in Jakarta,
Central Java, DI Yogyakarta, West Java, East Java, Banten, Bali,
North Sumatra, West Kalimantan and South Sulawesi
website: www.bintracodharma.comemail:
[email protected]
MAIN RISKS FACED BY THE COMPANY ARE RISKS 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 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.
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2
On the issuance date hereof, the capital structure and
composition of the shareholders of the Company are as follows:
Capital ShareConsisting of Registered Ordinary Shares
With a Nominal Value of Rp100 (one hundred Rupiah) per share
Description Total Share Total Nominal Value of @Rp100 per share
(Rp) %
Authorized Capital 5,400,000,000 540,000,000,000Issued and Fully
Paid-Up CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
90.00PT Superior Coach 135,000,000 13,500,000,000 10.00Total Issued
and Fully Paid-Up Capital 1,350,000,000 135,000,000,000 100.00Total
Shares in Portfolio 4,050,000,000 405,000,000,000
In the framework of this Public Offering, the New Shares offered
entirely consist of registered ordinary shares derived from the
portfolio and will give the holders the same and equal rights in
all respects with other Companys issued and fully paid-up shares,
including the right to the distribution of dividends, the right to
vote at the GMS, the right to distribution of bonus shares and
rights issue in accordance with the provisions of the Company
Law.
With the sale of the entire Shares Offered by the Company in
this Public Offering, the capital structure and composition of
shareholders of the Company before and after the Public Offering in
a proforma basis are as follows:
Description
Before Public Offering After Public Offering
Total ShareTotal Nominal Value
of @Rp100 per share (Rp)
% Total ShareTotal Nominal Value of @Rp100 per share
(Rp)%
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up
CapitalPT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
90.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach
135,000,000 13,500,000,000 10.00 135,000,000 13,500,000,000
9.00Public* - - - 150,000,000 15,000,000,000 10.00Total Issued and
Fully Paid-Up
Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000
150,000,000,000 100.00Total 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%
Employee Stock Allocation or ESA
ESA program is a program granting an allotment of shares that
are part of the Initial Public Offering of the Companys Share to
the Companys employees, including employees of the Companys
Subsidiaries to subscribe shares in the Public Offering of a
maximum of 10% (ten percent) of the number of Shares Offered, or as
many as 15,000,000 (fifteen million) shares. The implementation
price for ESA Program is the same as the offering Price upon the
Initial Public Offering of Shares. If there are remaining shares
not subscribed by the Companys employees, then the remaining shares
will be offered to the public.
This ESA program is offered to the employees of the Company and
the employees of Subsidiaries who have qualified from the Company
provided that the Companys Director and Commissioner are not
permitted to participate in the ESA Program. The main objective of
this ESA Program is to create a sense of belonging of employees of
the Company, so that it can add motivation and spirit of work of
employees to achieve the goal of business of the Company to be one
of compensation to employees that have give their contribution and
services to the Company and in order to keep and obtain skillfull
and professional manpower in the Company and the Subsidiaries of
the Company.
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3
The implementation of the ESA Program will follow the provisions
contained in the Regulation No. IX.A.7.
Terms and Conditions of ESA Program
Participants that are eligible to participate in this ESA
Program are employees with the following conditions:a. Employees of
the ESA program participants are all employees of the Company and
the Subsidiaries
of the Company with the status of permanent employees by job
level of Supervisor, Manager, General Manager and or other
equivalent positions.
b. Such employees mentioned above are not in the status of an
administrative sanction upon the implementation of the ESA
program.
c. Not intended for the Board of Directors and Board of
Commissioners of the Company and the Subsidiaries of the
Company.
The allocation of shares for the ESA program consists entirely
of certain allocation shares with the lock-up period of 6 (six)
months to one (1) year. The lock-up period tenor will be arranged
at the ESA Program policies approved by the Board of Directors.
Implementation of Shares Issuance
The program participants who wish to purchase the offered shares
with a certain allocation shall apply for ordering certain
allocation shares as much as possible in accordance with the amount
allocated in the name of the participants. The Company will issue a
confirmation of the shares allocation to the participants certainly
after obtaining an effective statement from OJK. On the Allotment
Date, the participants will receive a confirmation of allotment of
shares upon certain allotment shares ordered through the ESA
Program.
The ESA Program shall be held in the same time with the
implementation schedule of the Initial Public Offering of the
Company.
The ESA Program Costs are costs of participants who obtained
loan facilities of the Company and the Company is therefore not
charged any cost in the implementation of the ESA Program, however,
the Company shall bear the costs for the formation of the
administration of the ESA Program.
With the sale of the entire Shares Offered by the Company in
this Public Offering and the implementation of ESA, the capital
structure and composition of shareholders of the Company before and
after the Public Offering and the implementation of ESA in a
proforma basis are as follows:
Description
Before Public Offering and the implementation of ESA
After Public Offering and the implementation of ESA
Total ShareTotal Nominal Value
of @Rp100 per share (Rp)
% Total ShareTotal Nominal Value
of @Rp100 per share (Rp)
%
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up CapitalPT Ahabe Niaga
Selaras 1,215,000,000 121,500,000,000 90.00 1,215,000,000
121,500,000,000 81.00PT Superior Coach 135,000,000 13,500,000,000
10.00 135,000,000 13,500,000,000 9.00Public* - - - 135,000,000
13,500,000,000 10.00Employees (ESA Program) - - - 15,000,000
1,500,000,000 1.00Total Issued and Fully Paid-Up
Capital 1,350,000,000 135,000,000,000 100.00 1,500,000,000
150,000,000,000 100.00Total 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%
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4
PLANS FOR SALE OF SHARES BY SHAREHOLDERS THROUGH PRIVATE
PLACEMENT
In addition to the Public Offering as mentioned above, PT
Superior Coach as the shareholder of the Company will also conduct
a private placement on the shares it owns in the maximum amount of
135,000,000 (one hundred and thirty five million) registered
ordinary shares or by a maximum of 9% (nine percent) of issued and
paid-up capital in the Company after the Public Offering to the
Offering Price to certain parties inside and outside Indonesia. The
parties who will be the share offering target in the private
placement by PT Superior Coach are major investors, pension funds,
insurance, domestic and international long-term investors, hedge
funds and wealth management. Until now, there is no investor who
becomes the share offering target in the private placement owned by
PT Superior Coach.
The shares owned by PT Superior Coach offered through a private
placement are not included as shares prohibited from being
transferred (lock-up) according to Bapepam and LK Regulation No.
IX.A.6 on Limitation of Shares Issued Prior to Public Offering.
Submission or closing of transaction of shares owned by PT Superior
Coach will be made by the BEI via the Secondary Market on the
Listing Date or other date after the Listing Date. Any costs issued
in the private placement shall be fully responsibility of PT
Superior Coach and shall not be any part of costs borne by the
Company.
This share disengagement plan by PT Superior Coach is a private
placement and not a public offering of shareholders. PT Superior
Coach will relinquish rights to shares held by the Company to
certain investors (not an Indonesian citizen and made outside the
territory of Indonesia), and will not be offered in Indonesia or
offered to Indonesian citizens to more than 100 parties or sold to
more than 50 parties. Thus, the share disengagement plan of Seller
Stockholders is not a Public Offering based on Capital Market
Law.
The capital structure and composition of shareholders in a
proforma basis before and after the private placement by PT
Superior Coach are as follows:
Description
After Public Offering and the Implementation of ESA but before
Private Placement
After Public Offering, the Implementation of ESA and Private
Placement
Total Shares Total Nominal Value of @Rp100 per share (Rp) %
Total SharesTotal Nominal Value of @Rp100 per share (Rp) %
Authorized Capital 5,400,000,000 540,000,000,000 5,400,000,000
540,000,000,000Issued and Fully Paid-Up
Capital PT Ahabe Niaga Selaras 1,215,000,000 121,500,000,000
81.00 1,215,000,000 121,500,000,000 81.00PT Superior Coach
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 18.00Employee (ESA
Program) 15,000,000 1,500,000,000 1.00 15,000,000 1,500,000,000
1.00Total Issued and Fully Paid-Up
Capital 1,500,000,000 150,000,000,000 100,00 1,500,000,000
150,000,000,000 100.00Total 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%
COMPANYS SHARES LISTING IN THE INDONESIA STOCK EXCHANGE
Along with the listing of 150,000,000 (one hundred and fifty
million) registered ordinary shares which are new shares of the
Company, which are all offered in the Public Offering or amounting
to 10% (ten percent) of the issued and paid-up capital after the
public offering, the Company will also list all of the shares owned
by the founding shareholders in the BEI. Thus the entire number of
shares to be listed by the Company on the BEI is 1,500,000,000 (one
billion five hundred million) shares or amounting to 100% (one
hundred percent) of the total issued and paid-up capital after the
Public Offering.
The Company does not plan to issue or list shares and/or other
securities that are convertible into shares within 12 (twelve)
months after the effective date.
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II. PLAN FOR USE OF PROCEEDS FROM THE PUBLIC OFFERING
The proceeds from the Public Offering, 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 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 the proceeds from Initial Public Offering to
NRM, which is engaged in trade, authorized dealers, and repair of
vehicles, shall be provided by the Company in the form of unsecured
loans with a reasonable interest rate in force at the time the
loans were given with the loan period of 3 (three) to 5 (five)
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 benefits that support the Companys business activities.
Until the issuance hereof, there has been no acquisition target of
dealers, shares acquisition on the company having dealer facilities
and to 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 operational costs such as the purchase of cars and
spare parts inventory, consumer financing working capital and other
costs.
The distribution of the proceeds from Initial Public Offering to
NRM, which is engaged in trade, authorized dealers, and repair of
vehicles, and/or AFI, which is engaged in financial services, shall
be provided by the Company in the form of unsecured loans with a
reasonable interest rate in force when the loans are granted by the
loan period of less than 1 (one) year.
The Company made disbursements in the form of loans to the
Subsidiaries in order that the Company had funds in the future.
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 new
dealers and their facilities or other additional new investment
having strategic value and can support the Companys business
activities, as well as for working capital.
In the event of the amount of the proceeds from this Public
Offering is not sufficient for capital expenditures, investments
and working capital of the Company, the Company will use the
proceeds of the loan facility of a third party, the funds raised
from the capital market such as the issuance of bonds or private
placement and/or funds from the Companys internal.
The Company plans to deposit proceeds from the Public Offering
in the form of time deposits.
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In accordance with OJK Regulation No. 30/2015, the total
estimated cost incurred by the Company is approximately 4.8165% of
the value of the Initial Public Offering that includes:
1. Management fee, underwriting fee and selling fee of 0.9500%,
with the details:a. Management fee of 0.4500%b. Underwriting fee of
0.1000%c. Selling fee of 0.4000%
2. Institutions and Professionals Supporting the Capital Market
fee of 2.2260% consisting of service fees:a. Public Accountant of
0.9228%b. Legal Consultant of 1.2042% c. Notary of 0.0686%d.
Securities Administration Bureau of 0.0305%
3. Listing fee in the BEI, KSEI registration fee, registration
statement fee to the OJK, fee of Due Diligence Meeting and Public
Expose, newspaper ads, prospectuses and forms printing, the
implementation of public offering and others of 1.6404%.
The Company will report actual use of fund from the Public
Offering to the OJK in accordance with the OJK Regulation No.
30/2015. The actual use of proceeds from the public offering will
be accounted for on a regular basis every year to our shareholders
in the General Meeting of the Company. The report on the
realization of the use of proceeds submitted to the OJK is made
periodically every 6 (six) months with the reporting date of June
30 and December 31 and the first shall be made at the nearest
reporting date after the date of the Initial Share Public Offering.
The submission of the report shall be no later than the 15th of the
following month.
In case of changes in the use of funds, the Company shall:
a. submit plans and reasons for the change in the use of funds
from the Public Offering along with the notification of GMS agenda
to the OJK; and
b. obtain prior approval of the GMS in advance.
In the event that the Company will make a transaction using the
funds from the Public Offering which is Affiliated Transactions and
Conflicts of Interest on Certain Transactions and/or Material
Transactions, the Company will implement them in accordance with
the Regulation No. IX.E.1 and/or Regulation No. IX.E.2.
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III. STATEMENT OF LIABILITIES
Based on the Consolidated Financial Statements as of September
30, 2016 which has been audited by the Kantor Akuntan Publik Amir
Abadi Jusuf, Aryanto, Mawar & Rekan, member of the RSM network
and signed by Rudi Hartono Purba with an unqualified opinion,
liabilities of the Company and the Subsidiaries as of September 30,
2016 amounted to Rp4,844.5 billion with the following details:
(In billion Rupiah)Description Total
SHORT-TERM LIABILITIESShort-Term Loan 949.5Trade Payables
Third Parties 176.7Other Short-Term Financial Liabilities
Related Parties 10.1Third Parties 178.7
Accrued Expense 67.5Unearned Revenue 6.9Taxes Payable
52.6Long-Term Loan 1,518.6Total Short-Term Liabilities 2,960.6
LONG-TERM LIABILITIESLong-Term Loans 1,768.6Post-Employment
Benefits 115.3Total Long-Term Liabilities 1,883.9Total Liabilities
4,844.5
SHORT-TERM LIABILITIES
Short-Term Loans
Short-term loans of the Company and the Subsidiaries as of
September 30, 2016 amounted to Rp949.5 billion, consist of:
(In billion Rupiah)Total
PT Bank CIMB Niaga Tbk 211.9PT Bank Mandiri (Persero) Tbk
145.0PT Bank Central Asia Tbk 144.8PT Bank Resona Perdania 132.0PT
Bank Permata Tbk 133.7PT Bank Danamon Tbk 46.6PT Bank Negara
Indonesia (Persero) Tbk 50.0PT Bank Maybank Indonesia Tbk 85.5Total
949.5
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PT Bank CIMB Niaga Tbk
1. PT New Ratna Motor (NRM)
In accordance with the Deed of Credit Agreement No. 3 dated
November 14, 2000 from Bonaventura Idi Pangestu Suhendro SH, Notary
in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated
September 28, 2016, NRM has a credit facilities from PT Bank CIMB
Niaga Tbk (Niaga) as follows: Current Account Loan with a ceiling
of Rp35,000,000,000 with maturity of up to November 3,
2017 and an interest rate of 11% per year - floating; Revolving
Fixed Loan with a ceiling of Rp90,000,000,000 with maturity of up
to November 3,
2017 and an interest rate of 11% per year - floating; Special
Transaction Loan with a ceiling of Rp260,000,000,000 with maturity
of up to November
3, 2017 and interest rate of 11% per year - floating; Special
Transaction Loan - 2 with a ceiling of Rp260,000,000,000 with
maturity of 84 months
after the loan withdrawal (including grace period) and interest
rate of 11% per year - floating; Bank Guarantee with a ceiling of
Rp25,000,000,000 with maturity of up to November 3, 2017.
The purpose of this loan is to finance working capital for
NRM.
The collaterals for this loan facility are cross collateralized
and cross default on the credit facility granted to the business
group of NRM with the following details:
Right to Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90,
92 Karanganyar Village, Tugu District, Semarang, Central Java
Province covering an area of 81,847 m2 registered in the name of
SDC;
Right to Build Certificates No. 95 and 96 Ngesrep Village,
Banyumanik District, Semarang, Central Java Province covering an
area of 2,832 m2 registered in the name of NRM;
Right to Build Certificate No. 120 Jajar Village, Laweyan
District, Surakarta Municipality, Central Java Province covering an
area of 3,695 m2 registered in the name of PT Bengawan Abadi
Mandiri, a related party;
Right to Build Certificate No. 06201 located in Kavling Sunburst
Blok CBD-II No. 3 BSD City, South Tangerang City, Banten Province
covering with a land area of 6,646 m2 and a building area of
16,308.66 m2 registered in the name of NRM;
Right to Build Certificates No. 1020 and 1021 located in Jl.
Gerilya Timur No. 56, Purwokerto registered in the name of
Stephanus Harso Budhi, the Board of Director of NRM;
Right to Build Certificate No. 346, located in Jl. Puspowarno
No. 21, Semarang registered in the name of NRM;
Right to Build Certificates No. 00653 and 00654 located in Jl.
Lingkar Selatan Banguntapan, Bantul registered in the name of SBM,
a related party;
Fiduciary of Toyota brand vehicle supplies of various types
bound by notary and registered to the Fiduciary Registry
Office;
Fiduciary of receivables with a total value of fiduciary of at
least Rp250,000,000,000 bound by notary and registered to the
Fiduciary Registry Office.
Payments made by NRM for the period of 9 (nine) months ended
September 30, 2016 amounted to Rp3,321,048,596,848.
Commercial loan balance as of September 30, 2016 amounted to
Rp163,969,997,777.
2. PT Chandra Pratama Motor (CPM)
In accordance with the Deed of Credit Agreement No. 4 dated
February 10, 2009 from Bonaventura Idi Pangestu Suhendro SH, Notary
in Semarang, last amended by Letter No. 008/416/SMG/RAH/16 dated
September 28, 2016, CPM has a fixed loan credit facility from PT
Bank CIMB NiagaTbk (Niaga) with a maximum loan of Rp10,000,000,000.
This loan facility is due on November 3, 2017 with an interest rate
of 11% per year - floating.
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The purpose of this loan is to finance working capital for CPM.
The collaterals given on this facility are as follows: Right to
Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in
Karanganyar Village,
Tugu District, Semarang, Central Java Province covering an area
of 81,847 m2 registered in the name of SDC, a subsidiary;
Right to Build Certificates No. 95 and 96 Ngesrep Village,
Banyumanik District, Semarang, Central Java Province covering an
area of 2,832 m2 registered in the name of NRM;
Right to Build Certificate No. 120 in Jajar Village, Laweyan
District, Surakarta Municipality, Central Java Province covering an
area of 3,695 m2 registered in the name of PT Bengawan Abadi
Mandiri, a related party;
Right to Build Certificates No. 1020 and 1021 located in Jl.
Gerilya Timur No. 56, Purwokerto registered in the name of
Stephanus Harso Budhi, the Board of Director of NRM;
Right to Build Certificate No. 346, located in Jl. Puspowarno
No. 21, Semarang registered in the name of NRM;
Right to Build Certificates No. 00653 and 00654 located in Jl.
Lingkar Selatan Banguntapan, Bantul registered in the name of SBM,
a related party;
Fiduciary of Toyota brand vehicle supplies of various types
bound by notary and registered to the Fiduciary Registry
Office;
Fiduciary of receivables with a total value of fiduciary of at
least Rp250,000,000,000 bound by notary and registered to the
Fiduciary Registry Office.
Payments made by CPM for the 9 (nine) months period ended
September 30, 2016 amounted to Rp42,000,000,000.
Commercial loan balance as of September 30, 2016 amounted to
Rp3,000,000,000.
3. PT Nasmoco Bahtera Motor (NBM)
In accordance with the Deed of Credit Agreement No. 34 dated
November 15, 2013 from Hari Bagyo SH, Notary in Semarang, last
amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016,
NBM has a fixed loan credit facility from PT Bank CIMB Niaga Tbk
(Niaga) with a maximum loan of Rp15,000,000,000. This loan facility
is due on November 3, 2017 with an interest rate of 11% per year -
floating.
The purpose of this loan is to finance working capital for
NBM.
The collaterals given on this facility are as follows: Right to
Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in
Karanganyar Village,
Tugu District, Semarang, Central Java Province covering an area
of 81,847 m2 registered in the name of SDC, a subsidiary;
Right to Build Certificates No. 95 and 96 Ngesrep Village,
Banyumanik District, Semarang, Central Java Province covering an
area of 2,832 m2 registered in the name of NRM;
Right to Build Certificate No. 120 in Jajar Village, Laweyan
District, Surakarta Municipality, Central Java Province covering an
area of 3,695 m2 registered in the name of PT Bengawan Abadi
Mandiri, a related party;
Right to Build Certificates No. 1020 and 1021 located in Jl.
Gerilya Timur No. 56, Purwokerto registered in the name of
Stephanus Harso Budhi, the Board of Director of NRM;
Right to Build Certificate No. 346, located in Jl. Puspowarno
No. 21, Semarang registered in the name of NRM;
Right to Build Certificates No. 00653 and 00654 located in Jl.
Lingkar Selatan Banguntapan, Bantul registered in the name of SBM,
a related party;
Fiduciary of Toyota brand vehicle supplies of various types
bound by notary and registered to the Fiduciary Registry
Office;
Fiduciary of receivables with a total value of fiduciary of at
least Rp250,000,000,000 bound by notary and registered to the
Fiduciary Registry Office.
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Payments made by NBM for the period of 9 (nine) months ended
September 30, 2016 amounted to Rp100,000,000,000.
Commercial loan balance as of September 30, 2016 amounted to
Rp5,000,000,000.
4. PT Nasmoco Bahana Motor (NBnM)
In accordance with the Deed of Credit Agreement No. 2 dated
November 2, 2012 from Hari Bagyo SH, Notary in Semarang, last
amended by Letter No. 008/416/SMG/RAH/16 dated September 28, 2016,
NBnM has a fixed loan credit facility from PT Bank CIMB Niaga Tbk
(Niaga) with a maximum loan of Rp20,000,000,000. This loan facility
is due on November 3, 2017 with an interest rate of 11% per year -
floating.
The purpose of this loan is to finance working capital for
NBnM.
The collaterals given on this facility are as follows: Right to
Build Certificates No. 66, 68, 69, 78, 84, 86, 88, 90 and 92 in
Karanganyar Village,
Tugu District, Semarang, Central Java Province covering an area
of 81,847 m2 registered in the name of SDC;
Right to Build Certificates No. 95 and 96 Ngesrep Village,
Banyumanik District, Semarang, Central Java Province covering an
area of 2,832 m2 registered in the name of NRM;
Right to Build Certificate No. 120 in Jajar Village, Laweyan
District, Surakarta Municipality, Central Java Province covering an
area of 3,695 m2 registered in the name of PT Bengawan Abadi
Mandiri, a related party;
Right to Build Certificates No. 1020 and 1021 located in Jl.
Gerilya Timur No. 56, Purwokerto registered in the name of
Stephanus Harso Budhi, the Board of Director of NRM;
Right to Build Certificate No. 346, located in Jl. Puspowarno
No. 21, Semarang registered in the name of NRM;
Right to Build Certificates No. 00653 and 00654 located in Jl.
Lingkar Selatan Banguntapan, Bantul registered in the name of SBM,
a related party;
Fiduciary of Toyota brand vehicle supplies of various types
bound by notary and registered to the Fiduciary Registry
Office;
Fiduciary of receivables with a total value of fiduciary of at
least Rp250,000,000,000 bound by notary and registered to the
Fiduciary Registry Office.
Payments made by NBM for the period of 9 (nine) months ended
September 30, 2016 amounted to Rp200,000,000,000.
Commercial loan balance as of September 30, 2016 amounted to
Rp10,000,000,000.
5. PT Andalan Finance Indonesia (AFI)
Based on the Deed of Agreement No. 5 dated November 3, 2008,
notarized by Notary Bonaventura Idi Pangestu Suhendro, SH, AFI
received a fixed loan of Rp25,000,000,000. Then it was extended by
the Deed No. 5 dated November 2, 2009 notarized by Bonaventura Idi
Pangestu Suhendro, SH, and amended by the deed of amendment No. 19
dated December 29, 2009 by the same notary. AFI received additional
facility of Rp5,000,000,000, bringing the total facilities received
by AFI of Rp30,000,000,000. This loan has been extended with
amendment on addendum - 25 dated November 3, 2015, which will
mature on November 3, 2016, with interest rates ranging from 11.0%
- 12.0% per year.
The purposes of this loan are for working capital and consumer
finance.
The collateral given for this facility is a land of Right to
Build (HGB) of PT Nasmoco, a related party, on 13,948 m2 in Cilacap
and a land of Right to Build (HGB) of 11,569 m in Cilacap.
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As long as the loan has not been repaid, AFI is not allowed,
among others, to make changes to the purposes, objectives and
business activities as well as to announce and distribute dividends
and/or other form of business profit to shareholders and/or other
equivalent parties, except with the prior written consent of PT
Bank CIMB Niaga Tbk.
In connection with the covenant of PT Bank CIMB Niaga Tbk as
disclosed above, AFI has received a written approval from PT Bank
CIMB Niaga Tbk dated August 5, 2016, as follows:- Amendment to the
Articles of Association, including shareholders, management,
capitalization
and share value - Dividend distribution.
AFI has complied with the required covenants in the loan
agreement.
The loan balance received as of September 30, 2016 amounted to
Rp29,900,000,000.
Payments made for the period of 9 (nine) months ended September
30, 2016 amounted to nil.
PT Bank Mandiri (Persero) Tbk
1. PT New Ratna Motor (NRM)
In accordance with the Deed of Working Capital Credit Agreement
No. CRO.KP/284/KMK/2012 dated December 18, 2012 last amended by
Lending Offer Letter No. CMB.ASS/AS1.0885/2016 dated October 11,
2016, NRM has a credit facilities from PT Bank Mandiri (Persero)
Tbk (Mandiri) as follows:
Transactional Working Capital Credit with a limit of
Rp190,000,000,000 with maturity of up to October 17, 2017 and an
interest rate of 10.50% per year;
Current Account Revolving Working Capital with a limit of
Rp60,000,000,000 with maturity of up to October 17, 2017 and an
interest rate of 10.50% per year.
The purpose of this loan is to provide working capital for
NRM.
The collaterals for this credit are as follows: Inventories and
receivables bound with a minimum value of Rp245,000,000,000; and
Land and buildings with proof of ownership of Right to Build
Certificate No. 00003/Wonorejo
registered in the name of NRM and Right to Build Certificate No.
5/Sroyo registered in the name of PT Bengawan Abadi Mandiri, a
related party, bound with a minimum value of Rp55,000,000,000.
During the term of credit and the credit has not been repaid,
without a prior written consent of the bank, NRM is not allowed to:
transfer and/or lease the collateral object or engage itself as as
a guarantor of debt or mortgage
the assets of NRM to other parties; change the shape and the
arrangement of credit collateral object; obtain credit facility or
other loans from banks or other financial institutions, except the
debt to
equity ratio (leverage) is
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PT Bank Danamon Indonesia Tbk
1. PT New Ratna Motor (NRM)
In accordance with the Loan Agreement No. 61 dated May 31, 2012,
made by notary before Anna Arsianti Christanty, SH, MH, Notary in
Semarang, last amended by the Renewal Agreement and Amendment to
Credit Agreement No. PPWK/208/2016 dated June 8, 2016, NRM has a
credit facilities from PT Bank Danamon Indonesia Tbk (Danamon) as
follows:
Current Account Credit with a limit of Rp10,000,000,000 and
maturity of up to May 31, 2017 with an interest rate of 12.50% per
year;
Open Account Facilities with a limit of Rp80,000,000,000 and
maturity of up to May 31, 2017 with an interest rate of 12% per
year.
The purpose of this loan is to finance working capital for
NRM.
The collaterals given to this credit facility consist of: Right
to Build Certificate on land and building No. 226 located in Jalan
Brigjend. Soediarto No.
426 Pedurungan - Semarang registered in the name of the Company,
and Inventories and receivables amounted to Rp95,000,000,000.
Payments made by NRM for the period of 9 (nine) months ended
September 30, 2016 amounted to Rp430,200,000,000.
The loan balance to Danamon as of September 30, 2016 amounted to
Rp46,561,671,869.
PT Bank Central Asia Tbk
1. PT New Ratna Motor (NRM)
In accordance with the Deed of Credit Agreement No. 19 dated
March 20, 2009 from Angelique Tedjajuwana SH, Notary in Semarang,
last amended by the Amendment to Credit Agreement No.
0181/Add-KCK/2015 dated July 10, 2015, NRM has a credit facilities
from PT Bank Central Asia Tbk (BCA) as follows: Local Credit
Facility with a limit of Rp70,000,000,000 with maturity of up to
March 20, 2017 and
an interest rate of 10.75% per year - floating; Time Loan
Revolving Facility with a limit of Rp70,000,000,000 with maturity
of up to March 20,
2017 and an interest rate of 11% per year - floating.
The purpose of this loan is to finance working capital for
NRM.
The collaterals for this credit are as follows:
Land and showroom building each covering an area of 10,767 m2
and 5,061 m2 located in Jalan Raya Semarang - Demak KM 5 - Semarang
owned based on the Right to Build Certificate No. 16 registered in
the name of NAS;
Land and building covering an area of 520 m2 located in Jalan
Gajah Mada No. 62 - Semarang owned based on the Right to Build
Certificate No. 152 registered in the name of NAS;
Toyota car inventory owned by NRM; Spare parts inventory owned
by Meka; Accounts receivable owned by Meka.
Payments made by NRM for the period of 9 (nine) months ended
September 30, 2016 amounted to Rp709,992,929,374. The loan balance
to BCA as of September 30, 2016 amounted to Rp54,114,993,103.
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2. PT Andalan Finance Indonesia (AFI)
Based on the Deed of Banking Facility Agreement No.
005-0066-2012-000 dated February 15, 2012, AFI received working
capital loan facility from PT Bank Central Asia Tbk amounting to
Rp30,000,000,000. Based on the Deed of Agreement No. 5 dated
October 2, 2013 by Notary Weliana Salim, SH, AFI received
additional facility amounting to Rp20,000,000,000 and thereby the
Company receives total facility amounting to Rp50,000,000,000. Then
it was extended by the Deed of Agreement No. 3 dated May 13, 2014
notarized by Weliana Salim, SH, with the term of loan until
February 15, 2015, and last amended by the Credit Agreement No.
093/Add-KCK/2016 dated April 5, 2016, AFI received additional local
credit facility from PT Bank Central Asia Tbk amounted from
Rp50,000,000,000 into Rp100,000,000,000 which will expire on
February 15, 2017.
The purposes of this loan are for working capital and consumer
finance.
The interest rate ranges between 9.9% - 12.4% per year.
The collaterals given to this facility are land and buildings of
NAS with Right to Build (HGB) No. 12 covering an area of 11,945 m2,
located in Jl. Kaligawe KM 5, Terboyo Wetan Village, Genuk
District, Semarang; a parcel of land described in the