PT Wintermar Offshore Marine Tbk (“Company”)
Shareholders’ Information on the Agenda of the Extraordinary General Meeting of Shareholders
An Extraordinary General Meeting of Shareholders (“Meeting”) will be held by the Company on Tuesday, 24 November 2015. The Announcement and Call for Meeting are as follows:
The Announcement of Meeting was announced on 16 October 2015 through Investor Daily, IDX website and the Company’s website;
The Call and the Agenda of Meeting was announced on 2 November 2015 through Investor Daily, IDX website and the Company’s website;
The Agenda of Meeting are:
1. Approval of the Change of Composition of members of the Board of Directors of the Company. 2. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June
2014 of the Issuance of new shares with Non Pre‐emptive Rights by issuance of common registered shares with amount up to 340,000,000 new shares in the Company at nominal price of Rp.100 per share.
3. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June 2014 of the Implementation of MESOP III Program for the period 2014‐2016 by issuance of up to 19,000,000 rights option to buy maximum of 19,000,000 new shares in the Company with nominal value of Rp.100 per share.
Explanation of the Agenda:
1. Approval of the Change of Composition of members of the Board of Directors of the Company.
One of our Board of Directors, Mr. Philippe Surrier, has resigned on 28th August 2015 to return to his family after spending 7 years in Indonesia with the Company. After careful consideration, the Board of Commissioners has decided not to recommend any replacement Director on the Board at this time.
Stock Exchange (“IDX”) and public through IDX website on the 1st of September 2015.
2. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June 2014 of the Issuance of new shares with Non Pre‐emptive Rights by issuance of common registered shares with amount up to 340,000,000 new shares in the Company at nominal price of Rp.100 per share.
The Annual General Meeting of Shareholders of the Company held on 5 June 2014 had approved the Issuance of up to 340,000,000 new shares of Rp.100 nominal value with Non Pre‐emptive Rights at minimum price of Rp. 903 per share. The minimum exercise price was determined in accordance with IDX Regulation No. I‐A concerning Listing of Shares (Stock) and Equity‐Type Securities Other Than Stock issued by the Company Item V.1.1, which stipulates that the minimum exercise price is the average price of shares in market within 25 continuous trading days from 26 March 2014 to 5 May 2014.
Since the beginning of 2015, the Company’s share price has fallen sharply below the minimum exercise price of Rp.903 and to date has not since recovered. The share price in November 2015 represents less than 23% of the minimum price at which these shares may be issued, making the issuance of these new shares highly unlikely anytime before the expiry of the approval on 5th June 2016.
None of these 340,000,000 non pre‐emptive shares have been offered or issued as of the present date, and the Board of Directors do not envisage any likelihood of issuing these shares up to 5 June 2016, when the shareholders approval will expire.
Therefore, the Board of Directors has decided to request for approval to cancel the Approval of the Annual General Meeting of Shareholders held on 5 June 2014 for the Issuance of new shares with Non Pre‐emptive Rights by issuance of common registered shares with amount up to 340,000,000 new shares in the Company at nominal price of Rp.100 per share.
3. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June 2014 of the Implementation of MESOP III Program for the period 2014‐2016 by issuance of up to 19,000,000 rights option to buy maximum of 19,000,000 new shares in the Company with nominal value of Rp.100 per share.
Company to IDX regarding the plan on opening period of Option Rights Period. The Company reported to IDX on 11 July 2014 that the Exercise Price had been fixed at Rp.1,075 per share, being the calculation of average share price from 5 June 2014 to 10 July 2014. This was approved and announced by the IDX on the 25th July 2014.
The Company in accordance with IDX Circular Letter No. SE‐003/BEJ/09‐2005 dated 9 September 2005 concerning the Procedure of Implementation of the Determination and Reporting of the ESOP/MSOP Exercise, has reported to IDX and announced to the public through IDX website on 19 September 2014, 28 May 2015 and 21 September 2015 that the MESOP III has not been distributed nor exercised.
The share price of the Company in the market has declined sharply in 2015 and is trading at below 20% of the Exercise Price of Rp1,075 per share in November 2015. Up to this date, the Company has not distributed any part of this MESOP III to any management and employees of the Company. In view of the imminent expiry date of 5 June 2016 for the validity of the Approval of Shareholders for this MESOP III Issuance, the Board of Directors regards that these Options do not serve their original purpose as a means of attractive additional remuneration and therefore does not plan to distribute any of these MESOP III shares prior to the expiry date of the Approval on 5 June 2016.
Therefore, the Company has decided to seek approval from the General Meeting of Shareholders on 24th November 2015 to cancel the Approval of the Annual General Meeting of Shareholders held on 5 June 2014 for the Implementation of MESOP III Program for the period 2014‐2016 by issuance of up to 19,000,000 rights option to buy maximum of 19,000,000 new shares in the Company with nominal value of Rp.100 per share.
