PT Nusantara Pelabuhan Handal Tbk (the Company )

Transcription

1 1 THE DISCLOSURE INFORMATION TO THE SHAREHOLDERS OF PT NUSANTARA PELABUHAN HANDAL TBK IN CONNECTION TO THE PROPOSED CAPITAL INCREASE WITH PRE-EMPTIVE RIGHTS This information is made and addressed to the shareholders of the Company in compliance with the Financial Services Authority/Otoritas Jasa Keuangan Rule ( OJK ) No. 32/POJK.04/2015 on the Capital Increase in Public Companies with Pre-Emptive Rights ( POJK 32 ). PT Nusantara Pelabuhan Handal Tbk (the Company ) Business Activities: General Trading, loading and unloading services, Port Management and Services (Port Business Entity) as well as industrial recondition of lifting and moving equipment and repair and maintenance services of lifting and moving equipment Domiciled in Central Jakarta, Indonesia. Head Office: Wisma KEIAI Lantai 21 Jl. Jend. Sudirman Kav. 3 Jakarta Indonesia Telephone: Facsimile: cs@nusantaraport.id Website: The information contained in this Information Disclosure is important to be read and considered by the shareholders of the Company to approve the proposed capital increase of the Company by the issuance of pre-emptive rights. If you are having difficulty in understanding the information contained in this Information Disclosure or hesitate in making a decision, you should consult with broker, investment manager, legal counsel, public accountant, or other professionals. The Board of Commissioners and Board of Directors of the Company are severally or jointly responsible for the accuracy and completeness of all material information or facts contained in this Information Disclosure. The Board of Commissioners and Board of Directors of the Company stated that the information presented in this Information Disclosure are true and there are no material facts that have not been disclosed which can cause the material information in this Information Disclosure to be incorrect and/or misleading. This Information Disclosure is published in Jakarta on 2 May 2018

2 2 IMPORTANT DATES AND EXPECTED TIME SCHEDULE 1. Notification of General Meeting of Shareholders ( GMS ) agenda to OJK 2. Announcement of the Information Disclosure on Proposed Capital Increase with Pre-Emptive Rights in Indonesian Stock Exchange s ( IDX ) and the Company s website 3. Announcement of the GMS in 1 (one) daily newspaper, IDX website, and the Company s website 4. Recording date of the Company s shareholders who are entitled to attend GMS 5. GMS invitation in 1 (one) daily newspaper, IDX website, and the Company s website 6. Additional information to the Information Disclosure (if applicable) 24 April May May May May June GMS 8 June Announcement of the summary of GMS results in one (1) daily newspaper, the IDX website and the Company s website 22 June Submission of the summary of GMS results to OJK and IDX 22 June 2018

3 3 I. GENERAL A. General Information of the Company The Company was previously established under the name of PT Kharisma Mutiara Agung, a limited liability company established and subject to the law of the Republic of Indonesia, based on Deed of Establishment No. 8 dated 29 December 2003, drawn-up before Periasman Effendi, S.H., Notary in Tangerang, which has been approved by Minister of Law of the Republic of Indonesia ( MOLHR ) based on the Decree No. C HT TH.2004 dated 6 February 2004, registered in the Company Registration Office of South Jakarta under No. 1189/BH.09.02/VII/2004 dated 30 July 2004, also has been announced in the State Gazette of the Republic of Indonesia No dated 8 April 2004, Supplement No. 28. The Company conducted an Initial Public Offering of Shares and amended its name into PT Nusantara Pelabuhan Handal Tbk. pursuant to the Deed of Statement of Shareholders Resolution No. 229 dated 30 November 2016, drawn before Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in South Jakarta, which has been approved by the MOLHR pursuant to the Decree No. AHU AH TAHUN 2016 dated 5 December 2016 and registered under the Company Register maintained by the MOLHR under No. AHU AH TAHUN 2016 dated 5 Desember 2016, and has been notified to the MOLHR pursuant to the Decree No. AHU-AH dated 5 December 2016, registered in the Company Register maintained by the MOLHR under No. AHU AH TAHUN 2016 dated 5 December After the Company conducted the Initial Public Offering of Shares, the Company does not amend its Articles of Association.\ The Company is domiciled in Wisma KEIAI, 21 st Floor, Jl. Jend. Sudirman Kav. 3, Jakarta 10220, Indonesia. According to article 3 of the Company s Articles of Association, the Company s scope of business activities comprises of general trading, loading and unloading services, port management and services (Port Business Entity) and industrial recondition of lifting and moving equipment also repair and maintenance services of lifting and moving equipment. B. Capital Structure and Shareholders Ownership Based on the Deed of Statement of Resolution No. 167 dated 27 April 2017, drawn before Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in South Jakarta, which has been notified to the MOLHR pursuant to the Notice Receipt Letter on Amendment of Articles of Association No.. AHU- AH dated 12 May 2017, and registered in the Company Register maintained by the MOLHR under No. AHU AH TAHUN 2017 dated 12 May 2017, the capital structure of the Company are as follows: Authorized Capital : Rp 800,000,000,000 Issued Capital : Rp 281,394,198,500 Paid-up Capital : Rp 281,394,198,500 Authorized Capital of the Company are consisting of shares with the nominal amount per share of Rp 100.

4 4 Based on shareholder register of the Company dated 31 March 2018, issued by PT Datindo Entrycom as the Share Registrar of the Company, share ownership of the Company are as follows: DESCRIPTION NOMINAL AMOUNT RP100 PER SHARE SHARES TOTAL AMOUNT (RP) (%) A. Authorized Capital 8,000,000, ,000,000,000 B. Issued and Paid-up Capital 1. PT Episenta Utama Investasi 2,084,075, ,407,512, PT Prima Permata Cakrawala 153,008,758 15,300,875,800 5,44 3. Masyarakat 576,858,100 57,685,810,000 20,50 Total Issued and Paid-up Capital 2,813,941, ,394,198, C. Portfolio Shares 5,186,058, ,605,801,500 C. Board of Directors and Board of Commissioner of the Company Based on the Deed of Resolution of Shareholders No. 249 dated 25 January 2017, drawn-up beofre Hasbullah Abdul Rasyid, S.H., M.Kn., Notary in South Jakarta ( Deed No. 249/2017 ), the composition of the Board of Directors and the Board of Commissioners of the Company as of the date of this Information Disclosure are as follows: Board of Commissioners President Commissioner Commissioner Independent Commissioner Independent Commissioner Board of Directors President Director Director Director Independent Director : Agus Suhartono : Teddy Tjahjono : Bernadet Mariani Siswanto : Ir. Eddy Kuntadi : Paul Krisnadi : Isenta : R. Harry Zulnardy : Drs. Suparwanto The composition of the Board of Directors and the Board of Commissioners of the Company based on the Deed No. 249/2017 has been notified to MOLHR based on Letter of Receipt of Notification of Change of Company Data No. AHU-AH dated 26 January 2017 and has been registered in the Company Registration in the Ministry of Law and Human Rights under No. AHU AH Tahun 2017 dated 26 January II. INFORMATION REGARDING THE PLAN TO INCREASE THE CAPITAL WITH PRE- EMPTIVE RIGHTS A. Maximum Amount of the Plan to the Issuance of Shares with Pre-emptive Rights The Company is planning to conduct a limited public offering (Limited Public Offering, or PUT ), which shall consist of granting the right to purchase equity securities in the amount of up to 1,500,000,000 (one billion and five hundred million) shares with the nominal amount of Rp 100 per shares ( New Shares ).

5 5 B. Estimated Period of Excersising the Capital Increase Pursuant to Article 8 paragraph (8) POJK 32, the period between the date of approval of the GMS in respect of PUT until the effective of the registration statement is not more than 12 (twelve) months. The implementation of PUT will be subject to approval from the GMS of the Company and the effective statement from OJK on the registration statement for PUT submitted by the Company in compliance to the prevailing regulations in Indonesia. C. Analysis on the Impact of the Capital Increase on The Company s Financial Conditions and Shareholders By conducting PUT, the Company wishes to raise fund in the amount of up to Rp 1,100,000,000,000 (one trillion and one hundred billion Rupiah) to be used as described further below. If the shareholders of the Company does not exercise its Rights in PUT then the shares ownership of the shareholders of the Company will be diluted with a maximum total amount of 34.77% (thirty four point seventy seven percent). D. Estimated Use of Proceeds The Company is planning to use the net proceeds of the PUT (after deducting Rights Offering fees and costs), for working capital and capital expenditure to finance the proposed expansion of the Company. Final information in connection with the use of proceeds will be disclosed in the prospectus issued for the PUT to be made available to the eligible shareholders in accordance with applicable laws and regulations III. ADDITIONAL INFORMATIONS For further information on the above matters, please contact the Company during business hours at the following address: PT Nusantara Pelabuhan Handal Tbk Head Office: Wisma KEIAI, Lantai 21 Jl. Jend. Sudirman Kav. 3 Jakarta Indonesia Telephone: Facsimile: cs@nusantaraport.id Website: