Integrity is Everything
B. Corporate Actions in the last 5 years
2. Bonds I Bank CIMB Niaga Year 2011 With Series B Fixed Interest Rate
Bonds of Rp1,320,000,000,000 with bond interest rate of 8.300% per year. Term of the bonds is 5 (five) years from the date of issuance, and bullet payment bonds on the due date, which is on 23 December 2016.
In relation to the Bonds I issuance, CIMB Niaga received Subordinated Bonds rating from PT Pemeringkat Efek Indonesia (Pefindo) namely idAAA (triple A).
The Bookrunner in the Publicly Offered Bonds I CIMB Niaga with a Fixed Rate is PT CIMB Securities Indonesia (affiliated), while the underwriters are PT Evergreen Capital and PT Indo Premier Securities, and Trustee is PT Bank Permata Tbk.
Other Supporting Professionals in the issuance of Bonds I:
1. Certified Public Accountant:
Tanudiredja, Wibisana & Rekan (a member firm of PricewaterhouseCoopers)
Plaza 89 Building
Jl. HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 – Indonesia 2. Legal Counsel:
Widyawan & Partners Energy Building, 9th Floor Jl. Jend. Sudirman Kav. 52-53 SCBD Lot 11A
Jakarta 12190 – Indonesia
3. Notary:
Fathiah Helmi, SH
Graha Irama, 6th Floor, Room 6C Jl. HR Rasuna Said X-1 Kav. 1-2 Jakarta 12950 - Indonesia 4. Payment Agent:
PT Kustodian Sental Efek Indonesia
Bursa Efek Indonesia Building, Tower I 5th Floor Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190 - Indonesia
The Company also obtained approval from the Directors dated 11 October 2011 to execute a call option on 22 November 2011 for USD200,000,000, 7.375% Subordinated Notes due in 2016 Callable with Step-up in 22 November 2011 through Paying Agent (Deutsche Bank AG, Hong Kong) issued by Bank CIMB Niaga (Ex-Lippo Bank) Cayman Islands Branch and listed on the Singapore Exchange Securities Trading Limited.
The repayment plan has obtained an approval by Bank Indonesia through its letter No.13/84/DPB3/
TPB 3-3 dated 26 August 2011. Notes were issued at the offering price (issue price) of 100%, semi- annual coupon of 7.375%.
d. Year 2012
(i) Income Determination Fiscal Year 2011
In accordance with the decision of the Annual General Meeting on 21 March 2012, the allocation of the Company’s net profi t for the fi scal year 2011 with the total amount of Rp3,174,144,908,994 has been determined as follows:
i. For the fi scal year 2011, no allocation for the statutory reserve from the net income since the Company’s statutory reserve has met the required amount of statutory reserve according to Regulation on Article 70 of Limited Liability Companies;
ii. The amount of Rp199,796,274,401.85 has been distributed as Interim Dividend (Rp7.95 per share) to shareholders.
The interim dividend has been distributed to shareholders as registered in the Shareholder Register as at 16 November 2011 and was paid on 30 November 2011;
The meeting also approved the Interim Dividend as the fi nal dividend for fi scal year 2011.
iii. The remaining sum of the Net Profi t of the fi scal year 2011, amounting Rp2,974,348,634,592.15, is determined as the Retained Earnings for the fi scal year 2011, for fi nancing business activities.
(ii) Sustainable Bond I Phase I
In 2012, the Phase I of Publicly Offered Sustainable Bond I CIMB Niaga Phase I Year 2012 with a fi xed rate (”PUB Tahap I”) has been implemented with total funds targeted and collected of Rp8,000,000,000,000 (eight trillion rupiah) and during Phase I an amount of Rp2,000,000,000,000 (two trillion rupiah) has been offered, comprising:
1. Series A
The amount of Rp600,000,000,000 (six hundred billion rupiah) with interest rate at 7.35% per annum. Term period is 3 (three) years from date of emission, and the bullet payment of the bond will be paid on due date 30 October 2015.
2. Series B
The amount of Rp1,400,000,000,000 (one trillion four hundred billion rupiah) with interest rate at 7.75% per annum. Term period is 5 (fi ve) years from date of emission, and the bullet payment of the bond will be paid on due date 30 October 2017.
This bond is issued scriptless and offered with nominal value 100% of principal value. The bond interest is payable quarterly according to payment date of the bond interest.
The issuance of “PUB Tahap I” has been offi cially recorded at Bank Indonesia according to Bank Indonesia Confi rmation Letter No.14/140/DPB3/
PB3-3/Rahasia dated 31 August 2012, and is listed at the Indonesia Stock Exchange on 31 October 2012.
In relation to the PUB Tahap I, CIMB Niaga received idAAA (triple A) rating from PT Pemeringkat Efek Indonesia (Pefindo) and AAA(idn) (triple A) rating from PT Fitch Ratings Indonesia (Fitch).
The Bookrunner in the PUB Tahap I is PT CIMB Securities Indonesia (affiliated), while the underwriter is PT Sucorinvest Central Gani, and Trustee is PT Bank Permata Tbk.
Other Supporting Professionals in the issuance of Bonds I:
1. Certified Public Accountant:
Tanudiredja, Wibisana & Rekan (a member firm of PricewaterhouseCoopers)
Plaza 89 Building
Jl. HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 - Indonesia 2. Legal Council:
Widyawan & Partners Energy Building, 9th Floor Jl. Jend. Sudirman Kav. 52-53 SCBD Lot 11A
Jakarta 12190 - Indonesia 3. Notary:
Ashoya Ratam, SH, MKn Jl. Wolter Monginsidi No.7 Kebayoran Baru
Jakarta 12110 - Indonesia 4. Payment Agent:
PT Kustodian Sentral Efek Indonesia Bursa Efek Indonesia Building, Tower I 5th Floor
Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190 - Indonesia e. Year 2013
(i). Income Determination Fiscal Year 2012
As per decision of the Annual General Meeting of Shareholders 28 March 2013, the following was decided for the allocation of net income for fiscal year 2012 in the total amount of Rp4,233,111,258,108:
- No reserve was set aside from the Company’s net income as the Company had met the minimum amount of statutory reserves in
accordance with Article 70 of the Limited Liability Company Law .
- No dividend distribution.
- The Company’s entire net income for the fiscal year 2012 in the amount of Rp4,233,111,258,108 was recorded as retained earnings for fiscal year 2012, to be used to strengthen the Company’s capital and to fund operations.
(ii) . Sustainable Bond I Phase II
In 2013 to reach the target fund raised from the issuance of Bond I in the total amount of Rp8,000,000,000,000 of which Phase I in 2012 was offered in the amount of Rp2,000,000,000,000, , the Company offered PUB CIMB Niaga Sustainable Bonds Phase II with Fixed Rate (“PUB Phase II”) in the amount of Rp1,450,000,000,000, which consists of:
1. Series A
In the amount of Rp285,000,000,000 with an annual interest rate of 8.75 %. The tenor is 2 (two) years from the date of issuance. Bond payment will be due 20 November 2015.
2. Series B
In the amount of Rp315,000,000,000 with an annual interest rate of 9.15 %. The tenor is 3 (three) years from the date of issuance. Bond payment in full (bullet payment) will be due on 20 November 2016.
3. Series C
In the amount of Rp850,000,000,000 with an annual interest rate of 9.75%. The tenor is 5 (five) years from the date of issuance. Bond payment in full (bullet payment) will be due on 20 November 2018.
The bonds were issued without script and offered with a nominal value of 100% of the principal amount. The Bond interest shall be paid on a quarterly basis according to the date of payment of bond interest.
The issuance of PUB Phase II was recorded in the administrative supervision of Bank Indonesia in accordance with Bank Indonesia Confirmation Letter No.15/72/DPB3/PB3-3/Rahasia dated 22 May 2013, and was listed on the Indonesia Stock Exchange on 21 November 2013.
For PUB Phase II the Company obtained a rating of idAAA (Triple A) from PT Pemeringkat Efek Indonesia (Pefi ndo) and AAA (idn) (Triple A) from PT Fitch Ratings Indonesia (Fitch).
The Underwriter of the PUB Phase I was PT CIMB Securities Indonesia (affi liated), and the Trustee was PT Bank Permata Tbk.
Supporting professionals for the Bonds I offering were:
1. Public Accountant:
Kantor Akuntan Publik Tanudiredja, Wibisana & Rekan (a member fi rm of PricewaterhouseCoopers)
Gedung Plaza 89
Jl. HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 - Indonesia
2. Legal Consultant:
Widyawan & Partners Energy Building, 9th Floor Jl. Jend. Sudirman Kav. 52-53 SCBD Lot 11A
Jakarta 12190 – Indonesia 3. Notary :
Notaris Ashoya Ratam, SH, MKn Jl. Wolter Monginsidi No.7 Kebayoran Baru
Jakarta 12110 – Indonesia 4. Payment Agent:
PT Kustodian Sental Efek Indonesia
Gedung Bursa Efek Indonesia, Tower I 5th Floor Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190 – Indonesia