PT HANJAYA MANDALA SAMPOERNA TBK Schedule
S
Application for Additional Shares Listing from Limited Public Offering with Rights
Date of Extraordinary General Meeting of Shareholders (EGMS)
Date of Report of EGMS Resolutions regarding Rights Offering Approval to IDX Announcement Date of EGMS Resolutions Date of Last Trade of Shares with Rights (Cum Right)
- Regular and Negotiation Markets
- Cash Market
Date of Initial Trade of Shares without Rights (ExRight)
- Regular and Negotiation Markets
- Cash Market
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:
:
:
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October 8, 2015
October 9, 2015
October 12, 2015 October 12, 2015
October 19, 2015
October 22, 2015
October 20, 2015 October 23, 2015
Recording date to obtain the Rights
Distribution of the Rights Certificate
Date of Shares Listing in IDX
Trading Period of Rights Registration, Payment and Exercise Periods of Rights
Delivery Period of Shares from Exercising the Rights
Last Date of Payment for Subscription of Additional Shares
Allotment Date
Date of Subscription Money Refund
- October 22, 2015
- October 23, 2015
- October 26, 2015
- October 26 - 30, 2015
- October 26 - 30, 2015
- November 3, 2015
- November 3, 2015
- November 4, 2015
- November 6, 2015
P R O S P E C T U
THE FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN OR "OJK") MAKES NO REPRESENTATION OF APPROVAL OR DISAPPROVAL OF THESE SECURITIES, NOR HAS PASSED UPON THE AUTHENTICITY OR ADEQUACY OF THE CONTENTS OF THIS PROSPECTUS. ANY REPRESENTATION WHICH ARE IN CONTRARY WITH THE ABOVEMENTIONED SHALL BE A VIOLATION OF THE LAW.
THE COMPANY AND THE CAPITAL MARKET SUPPORTING PROFESSIONS AND INSTITUTIONS IN THE FRAMEWORK OF THIS LPO ARE FULLY RESPONSIBLE FOR ALL INFORMATION OR MATERIAL FACTS AS WELL AS THE TRUTH OF OPINION PRESENTED IN THIS PROSPECTUS, IN ACCORDANCE WITH ITS RESPECTIVE SCOPE OF WORK BASED ON THE PREVAILING LAWS AND REGULATIONS IN THE TERRITORY OF THE REPUBLIC OF INDONESIA AND THE CODE OF ETHICS AS WELL AS THE NORMS AND STANDARDS OF EACH PROFESSION.
PT HANJAYA MANDALA SAMPOERNA Tbk.
Main Business Activity:
Cigarette Industry
Domiciled in Surabaya, Indonesia
Head Office:
Jl. Rungkut Industri Raya No. 18
Surabaya 60293, Indonesia
Phone. : (031) 8431 699; Facsimile: (031) 8430 986
Website:www.sampoerna.com
Jakarta Corporate Representative Office:
One Pacific Place, 18th Floor,
Sudirman Central Business District (SCBD)
Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia
Phone: (021) 5151 234; Facsimile: (021) 5152 234
Email: investor.relations@sampoerna.com
LIMITED PUBLIC OFFERING ("LPO") TO SHAREHOLDERS OF THE COMPANY IN THE FRAMEWORK OF RIGHTS ISSUE ("RIGHTS")
The Company offers a maximum of 269,723,076 (two hundred sixty nine million and seven hundred twenty three thousand and seventy six) New Shares with a nominal value of Rp 100 (one hundred Rupiah) per share. Every holder of 65 (sixty five) existing shares whose name is listed in the Company's Shareholders Register on October 22, 2015 at 16:00 WIB is entitled to 4 (four) Rights, in which each 1 (one) Right gives its holder the right to purchase as much as 1 (one) New Share with an Exercise Price of Rp77,000 (seventy seven thousand Rupiah) per share, which must be paid in full at the time of submission of a Shares Subscription and Reservation Form. This LPO is carried out by the Company in order to fulfill the listing requirement where the total shares owned by non- controlling shareholders and non-major shareholders are at least 50,000,000 (fifty million) shares and at least 7.5% (seven point five percent) of the number of shares in paid-up capital based on Provision V.I of the Indonesia Stock Exchange Regulation No. I-A regarding Listing of Shares and Equity Type Securities Other Than Shares Issued By a Listed Company.
The number of shares offered in the LPO through Rights Issue is the maximum number of shares that will be fully issued from the portfolio and will be registered in the Indonesia Stock Exchange pursuant to the prevailing laws and regulations. The amount of funds to be received by the Company in this LPO is as much as Rp20.768.676.852.000 (twenty trillion seven hundred sixty eight billion six hundred and seventy six million eight hundred and fifty two thousand Rupiah). Shares from the LPO have equal right in all respects including right of dividends that have been fully paid up. Every Rights in the form of fractions will be rounded down.
PT Phillip Morris Indonesia ("PMID") as the major shareholder of the Company will exercise a portion of its Rights in the LPO which is 600,640 (six hundred thousand six hundred and forty) Rights, where the remaining amount of 264,209,711 (two hundred sixty four million two hundred and nine thousand seven hundred and eleven) Rights, based on the Rights Sale and Purchase Agreement dated September 11, 2015 as amended on October 1, 2015 privately drawn up between PMID and PT Mandiri Sekuritas, will be sold to PT Mandiri Sekuritas as the appointed selling agent, and subsequently PT Mandiri Sekuritas will execerise a portion of the Rights and transfer a portion of those Rights. The shares from the exercise of Rights and the Rights owned by PT Mandiri Sekuritas that are not excercised will be offered and sold to domestic and foreign investors through a limited offering. Furthermore, PT Mandiri Sekuritas will distribute these shares to the securities account of the investors after the execution of the transaction through the IDX on the same day of the exercise of the Rights owned by PMID by PT Mandiri Sekuritas, ensuring that the number of shares held by the public is 7.5% (seven point five percent) of the issued and fully paid-up capitals and the shares held by PMID amounted to 92.5% (ninety-two point five percent) of the issued and fully paid-up capital after the LPO is completed.
If the new shares offered in the LPO are not entirely taken up by holders of public portion Rights, then the remaining will be allocated to the other public Rights holders who susbcribe more than their portion, as stated in the Rights Certificate or the Additional Share Subscription and Reservation Form proportionally based on rights that have been exercised. If, after allocation of the additional share subscription, there is public portion shares remaining, which is as much as 4,912,725 (four million nine hundred twelve thousand seven hundred twenty five) common shares, then based on Standby Purchase Agreement No. 40 dated September 11, 2015 as amended by the Addendum and Restatement of the Standby Purchase Agreement No. 12 dated October 1, 2015, which is lastly amended by Addendum II and Restatement of the Standby Purchase Agreement No. 21 dated October 6, 2015, all of which made before Aryanti Artisari, S.H., M.Kn., Notary in South Jakarta Administration City between the Company and PT Mandiri Sekuritas, where PT Mandiri Sekuritas, acting as the standby buyer, is obliged to purchase the remaining public portion shares, where the remaining shares obligated to be purchased by the standby buyer is excluded from the shares derived from the exercise of PMID's Rights in this LPO.
THIS LPO BECOMES EFFECTIVE AFTER APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ("EGMS") OF THE COMPANY WHICH WILL BE HELD ON OCTOBER 9, 2015. IN CASE THE EGMS DOES NOT APPROVE THE LPO, ANY ACTIVITY AND/OR ANY OTHER
ACTION IN WHATSOEVER FORM THAT HAS BEEN PERFORMED AND/OR PLANNED BY THE COMPANY IN THE FRAMEWORK OF RIGHTS ISSUE IN ACCORDANCE WITH THE ABOVE SCHEDULE AND IN THIS PROSPECTUS OR OTHER DOCUMENTS IN CONNECTION WITH THE PLAN OF THIS LPO SHALL BE DEEMED TO BE NON- EXISTING AND MAY NOT BE USED AS A BASIS OR REASONS BY ANY PERSON TO CONDUCT LEGAL ACTION IN ANY FORM AGAINST ANY PARTY INCLUDING THE COMPANY AND THE CAPITAL MARKET SUPPORTING PROFESSION INSTITUTIONS DESIGNATED FOR THIS LPO.
THE RIGHTS ARE TRADEABLE INSIDE AND OUTSIDE THE INDONESIA STOCK EXCHANGE FOR NOT LESS THAN 5 (FIVE) BUSINESS DAYS FROM OCTOBER 26, 2015 TO OCTOBER 30, 2015. NEW SHARES LISTING AS A RESULT OF EXECUTION OF RIGHTS WILL BE CONDUCTED IN THE INDONESIA STOCK EXCHANGE ON OCTOBER 26, 2015. LAST DATE OF EXECUTION OF RIGHTS IS OCTOBER 30, 2015 PROVIDED THAT THE RIGHTS THAT ARE NOT EXERCISED UP TO THE SAID DATE SHALL NO LONGER BE VALID.
IMPORTANT NOTICE TO THE SHAREHOLDERS
EXISTING SHAREHOLDERS WHO DO NOT EXERCISE ITS RIGHTS TO PURCHASE NEW SHARES OFFERED UNDER THIS LPO PERSUANT TO ITS RIGHTS SHALL BE SUBJECT TO DILUTION IN THE MAXIMUM AMOUNT OF 5.8% (FIVE POINT EIGHT PERCENT).
THE MAIN RISK FACED BY THE COMPANY IS DEPENDENT ON THE PRODUCTION AND SALE OF A SINGLE CATEGORY OF PRODUCT, AND ANY MATERIAL DETERIORATION OF THE MARKET CONDITION FOR CIGARETTES MAY ADVERSELY AFFECT THE COMPANY'S BUSINESS AND PROFITABILITY.
IN THIS LPO, THE COMPANY SHALL NOT ISSUE COLLECTIVE SHARES CERTIFICATES, HOWEVER THOSE SHARES WILL BE DISTIRBUTED ELECTRONICALLY THAT WILL BE ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA (KSEI).
STANDBY BUYER
PT Mandiri Sekuritas
RISKS FACED BY THE INVESTORS ARE THE PRICE AND LIQUIDITY OF THE SHARES ARE AFFECTED BY THE CONDITIONS IN THE INDONESIAN SECURITIES MARKET
This Prospectus is issued in Jakarta on October 9, 2015.
PT Hanjaya Mandala Sampoerna Tbk
PT Hanjaya Mandala Sampoerna Tbk. (hereinafter in the Prospectus referred to as "the Company") has submitted a Registration Statement for LPO in the framewok of Rights Issue to the OJK in Jakarta by letter No. 153/CLD/HMS/VIII/2015 on August 10, 2015, in accordance with the requirements set forth in Regulation No. IX.D.1 Attachment to Decree of the Chairman of Bapepam No. Kep- 26/PM/2003 dated July 17, 2003 on the Rights ("IX.D.1 Regulation") and Regulation No.IX.D.2 Attachment to Decree of the Chairman of Bapepam No. Kep-08/PM/2000 dated March 13, 2000 on Guidelines on the Form and Content of the Registration Statement for the Issuance of Rights which is the implementation of Law of the Republic of Indonesia No. 8 of 1995 dated November 10, 1995 on Capital Market, published in the State Gazette of the Republic of Indonesia No. 64 of 1995, Supplement No. 3608 (hereinafter referred to as "Capital Market Law") and its implementing regulations.
The Company and the Capital Market Supporting Professions and Institutions in the framework of this LPO shall be fully responsible for all information or material facts and truth in the opinion presented in this Prospectus, in accordance with their respective duties under the provisions of the prevailing laws and regulations in the territory of the Republic of Indonesia as well as the code of ethics, norms and standards of each professions.
In connection with this LPO, all parties, including affiliated parties shall not make any representations or statements on the data or matters that are not disclosed in the Prospectus without prior written consent of the Company.
Capital Market Supporting Professions and Institutions in this LPO are not affiliated with the Company whether directly or indirectly as defined in the Capital Market Law.
If the shares offered in the LPO are not fully taken up by shareholders or holders of Rights Certificates, then the remaining shares will be allocated to other shareholders who subscribe more than its rights proportionally based on the number of Rights that have been exercised by each shareholder who requested additional securities based on the Exercise Price. Shares from the LPO have same and equal rights in all matters including right of dividends with other shares that have been fully paid-up. Shares issued in this LPO have same and equal rights in all matters with other Company's shares that have been issued and fully paid-up.
Under Regulation No. IX.D.1, in the event the shareholders hold the Rights Certificate in the form of fractions, then the right of the securities fractions shall be owned by the Company and will be sold by the Company and the proceeds will be deposited in the Company's account.
Every amendment or additional information regarding the Rights as mentioned above, will be announced at the latest 2 (two) Business Days prior to the EGMS.
THIS LPO HAS NOT BEEN REGISTERED PURSUANT TO ANY OTHER LAWS OR REGULATIONS OTHER THAN THOSE PREVAILING IN THE REPUBLIC OF INDONESIA. FOR THOSE OUTSIDE THE TERRITORY OF INDONESIA RECEIVING THIS PROSPECTUS OR RIGHTS CERTIFICATE, OR OTHER DOCUMENTS RELATING TO THIS LPO, THEN THE SAID DOCUMENTS ARE NOT INTENDED AS OFFERING DOCUMENTS TO PURCHASE REGISTERED SHARES AS A RESULT OF EXECUTION OF RIGHTS, UNLESS THE OFFER, PURCHASE OR EXECUTION OF RIGHTS, IS NOT IN CONTRARY TO OR IS NOT A VIOLATION TO THE PREVAILING REGULATIONS IN SUCH COUNTRY. IF THERE ARE SHAREHOLDERS WHO ARE NOT INDONESIAN CITIZENS WHICH BASED ON PROVISIONS OF THE REGULATIONS IN THEIR COUNTRY ARE PROHIBITED TO EXECUTE THE RIGHTS, THEREFORE, THE COMPANY OR PARTY DESIGNATED BY THE COMPANY RESERVES THE RIGHT TO DENY THE REQUEST OF THE RELEVANT PARTY TO EXECUTE THE PURCHASE OF SHARES PURSUANT TO THEIR OWN RIGHTS.
PROSPECTUS MAY ONLY BE DISTRIBUTED IN INDONESIA. NOTHING CONTAINED IN THIS DOCUMENT THAT MAY BE CONSIDERED AS A SECURITIES OFFER TO SELL IN THE REGION THAT PROHIBITS IT. RIGHTS AND COMMON SHARES OF THE COMPANY TO BE ISSUED FROM THE EXERCISE OF RIGHTS HAVE NEVER AND WILL NOT BE REGISTERED UNDER THE TERMS OF THE UNITED STATES SECURITIES ACT OF 1933 AND ITS AMENDMENTS OR IN A JURISDICTION OUTSIDE INDONESIA. THEREFORE, THE PERSONS IN THE UNITED STATES ARE NOT ALLOWED TO EXERCISE THE RIGHTS, RIGHTS MAY NOT BE EXERCISED BY PERSONS OUTSIDE THE TERRITORY OF INDONESIA, IN WHICH THE OFFERING OR EXERCISE OF RIGHTS TO SHARES IS PROHIBITED BY PREVAILING LAW, AND THE COMPANY AND THE APPOINTED PARTIES ARE ENTITLED TO TREAT THE RIGHTS OR THE OTHER RIGHTS DOCUMENTATION CONVEYED TO THE RELEVANT PERSONS AS INVALID.
THE COMPANY HAS DISCLOSED ALL MATERIAL INFORMATION REQUIRED TO BE KNOWN BY THE PUBLIC AND THERE IS NO FURTHER INFORMATION YET TO BE DISCLOSED THEREFORE SHALL NOT BE MISLEADING PUBLIC.
PT Hanjaya Mandala Sampoerna Tbk | |||
TABLE OF CONTENTS | |||
ABBREVIATIONS OF SUBSIDIARIES .............................................................................................................. | VI | ||
SUMMARY | ......................................................................................................................................................... | VII | |
I. | LIMITED PUBLIC OFFERING...................................................................................................................... | 1 | |
II. | USE OF PROCEEDS...................................................................... | ERROR! BOOKMARK NOT DEFINED. | |
III. | INDEBTEDNESS SUMMARY ...................................................................................................................... | 5 | |
IV. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF | ||
OPERATIONS .............................................................................................................................................. | 8 | ||
A. | Overview............................................................................................................................................ | 8 | |
B. | Consolidated Financial Information.................................................................................................. | 12 | |
C. | Consolidated Cash Flow .................................................................................................................. | 19 | |
D. | Capital Expenditures........................................................................................................................ | 22 | |
V. | RISK FACTORS......................................................................................................................................... | 25 | |
VI. | SIGNIFICANT TRANSACTIONS AND EVENTS AFTER THE DATE OF THE INDEPENDENT AUDITOR'S | ||
REPORT .................................................................................................................................................... | 44 | ||
VII. | INFORMATION ABOUT THE COMPANY AND ITS SUBSIDIARIES | ......................................................... 45 | |
A. A Brief History of the Company........................................................................................................ | 45 | ||
B. | Development of Company's Shareholding....................................................................................... | 45 | |
C. | Management and Supervision ......................................................................................................... | 46 | |
D. | Human Resources ........................................................................................................................... | 50 |
- Brief Description on Shareholders In The Form Of Legal Entity that Hold 5% or More of the
Company's Issued Capital ................................................................. | Error! Bookmark not defined. | |||
F. | Brief Information of Subsidiaries ...................................................................................................... | 55 | ||
G. | Information on the Company's Business Group................................ | Error! Bookmark not defined. | ||
H. | Management and Control Relationship between Company and Subsidiaries ................................. | 68 | ||
I. | Material Agreement with Third Parties ............................................................................................. | 69 | ||
J. | Transaction with Affiliated Parties.................................................................................................... | 69 | ||
K. | Information on Company's Fixed Asset ........................................................................................... | 71 | ||
L. | Cases Faced by the Company......................................................................................................... | 71 | ||
M. | Insurance ......................................................................................................................................... | 72 | ||
VIII. BUSINESS LINE AND PROSPECT OF THE COMPANY AND SUBSIDIARIES ....................................... | 73 | |||
A. | Overview.......................................................................................................................................... | 73 | ||
B. | Non-GAAP Measures and Other Financial and Operating Data ...................................................... | 74 | ||
C. | Competitive Strengths ..................................................................................................................... | 75 | ||
D. | Business Line .................................................................................................................................. | 78 | ||
E. | Production Process.......................................................................................................................... | 82 | ||
F. | Marketing and Advertising ............................................................................................................... | 85 | ||
G. | Business Competition ...................................................................................................................... | 87 | ||
H. | Business Strategies ......................................................................................................................... | 87 | ||
J. | Environment..................................................................................................................................... | 90 | ||
K. | Corporate Social Responsibility ....................................................................................................... | 90 | ||
L. | Awards............................................................................................................................................. | 91 | ||
M. | Intellectual Property ......................................................................................................................... | 92 | ||
N. | Industry Overview ............................................................................................................................ | 92 | ||
IX. | SUMMARY OF SIGNIFICANT FINANCIAL STATEMENT ....................................................................... | 103 | ||
X. | EQUITY.................................................................................................................................................... | 106 | ||
XI. | LEGAL OPINION...................................................................................................................................... | 107 | ||
XII. AUDITED CONSOLIDATED FINANCIAL STATEMENTS WITH INDEPENDENT AUDITOR REPORT...... | 1 | |||
XIII. DIVIDEND POLICY .................................................................................................................................. | 388 | |||
XIV. TAXATION ............................................................................................................................................... | 390 | |||
XV. CAPITAL MARKET SUPPORTING PROFESSIONALS AND INSTITUTIONS ........................................ | 392 | |||
XVI. ARTICLE OF ASSOCIATION................................................................................................................... | 394 | |||
XVII. INFORMATION REGARDING STANDBY BUYER .................................................................................. | 415 | |||
XVIII.SHARES PURCHASE REQUIREMENT .................................................................................................. | 416 | |||
XIX. OVERVIEW OF THE RIGHTS ................................................................................................................. | 421 | |||
XX. DISTRIBUTION OF PROSPECTUS AND RIGHTS CERTIFICATE ......................................................... | 423 | |||
XXI. ADDITIONAL INFORMATION.................................................................................................................. | 424 | |||
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PT Hanjaya Mandala Sampoerna Tbk
DEFINITIONS AND ABBREVIATIONS
Abridged Prospectus | : Shall mean an abridged prospectus compiled and issued by the Company and |
announced in at least 1 daily newspaper in Indonesian language circulated nationally. | |
Account Holder | : Shall mean a person whose name is listed as the owner of a Securities Account in |
KSEI which includes the Custodian Bank and/or Securities Company and/or other party | |
approved by KSEI with due regard to regulations of capital market and KSEI. | |
Affiliation | : Shall mean an Affiliate as referred to in Article 1 point 1 of the Capital Market Law, |
namely: | |
a. family relationship due to marriage and descendants until the second degree, either | |
horizontally and vertically; | |
b. relationship between a party with an employee, Director or Commissioner of such | |
party; | |
c. relationship between 2 (two) companies where there is 1 (one) or more | |
corresponding members of Board of Directors and Board of Commissioners; | |
d. relationship between a company with a party, either directly or indirectly, controlling | |
or controlled by such company; | |
e. relationship between 2 (two) companies controlled by the same party either directly | |
or indirectly; or | |
f. relationship between a company and the major shareholder. | |
BAE | : Shall mean the Securities Administrative Bureau. |
Custodian Bank | : Shall mean a commercial bank that has been approved by Bapepam and LK or OJK to |
run business as a Custodian. | |
Bapepam and LK | : Shall mean the Capital Market and Financial Institution Supervisory Agency (previously |
known as Bapepam) as set out in the Decree of Finance Minister of the Republic of | |
Indonesia No. 606/KMK.01/2005 dated December 30, 2015 concerning Organization | |
and Works Procedures of the Capital Market and Financial Institution Supervisory | |
Agency and Finance Minister Regulation No. 184/PMK.01/2010 dated October 11, | |
2010 concerning Organization and Works Procedures of the Ministry of Finance. | |
BNRI | : Shall mean State Gazette of the Republic of Indonesia. |
Business Day | : Shall mean Monday through Friday, with the exception of national holidays determined |
or encouraged by the Government of the Republic of Indonesia and normal Business | |
Days that due to certain circumstances are declared as Non-Business Days by the | |
government of the Republic of Indonesia. | |
Calendar Day | : Shall mean days in one (1) year according to the Gregorius Calendar without exception, |
including Saturdays, Sundays and national holidays which can be determined at | |
anytime by the Government of the Republic of Indonesia and Business Day that due to | |
certain circumstances are declared as non normal business days by the Government of | |
the Republic of Indonesia. | |
Capital Market Law | : Shall mean Law No. 8 of 1995 dated 10 November 1995 concerning Capital Market, |
BNRI No. 64 of 1995, Supplement No.3608, and its implementing regulations and any | |
subsequent amendments or renewals. | |
Collective Depository | : Shall mean a depository services of securities owned jointly by more than one party |
whose interests are represented by the Custodian, as referred to in the Capital Market | |
Law. | |
Company | : Shall mean PT Hanjaya Mandala Sampoerna Tbk., a limited liability company |
organized under the laws of the Republic of Indonesia and domiciled in Surabaya which | |
will conduct the LPO. | |
Company Law | : Shall mean Law No. 40 of 2007 dated August 16, 2007 on Limited Liability Companies, |
BNRI No. 106 of 2007, Supplement No. 4756, including its implementing regulations | |
and any subsequent amendments or renewals. | |
Custodian | : Shall mean a party providing depository services for securities and other properties |
related to securities as well as other services including receiving interest and other | |
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PT Hanjaya Mandala Sampoerna Tbk published this content on 04 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 04:30:02 UTC.
