The following chart illustrates the percentage of dividend payments in comparison to net income in the last 5 years:
4.500.000
4.000.000
3.500.000
3.000.000
2.500.000
2.000.000
1.500.000
1.000.000
500.000
-
50%
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
2010 2011 2012 2013 2014
% Dividend/Net Profit Net Profit Dividend
0,0% 199.796 0,0% 0,0%
2.548.153
3.174.145
4.233.111
2.342.431 Rp Million
4.282.417
Fiscal Year
6,3%
DESCRIPTION 2010 2011 2012 2013 2014
Number of shareholders 9,737 10,374 10,200 10,017 10,274
Outstanding shares 23,934,863,660 25,131,606,843 25,131,606,843 25,131,606,843 25,131,606,843
- Rp5,000,- per share 71,853,936 71,853,936 71,853,936 71,853,936 71,853,936
- Rp50,- per share 23,863,009,724 25,059,752,907 25,059,752,907 25,059,752,907 25,059,752,907
- Rp7.95 1) - - -
Share book value (Rp) 575.20 728.27 897.98 1,026.28 1,131.92
Net profit per share (Rp) 106.46 126.77 168.44 170.40 93.21
1) Distributed as an interim dividend in 2011
a. Year 2010
(i). Profit for the Fiscal Year 2009
The General Meeting of Shareholders dated March 25, 2010 determined the usage of profit for the fiscal year 2009 with the amount of Rp 1,568,130,000,000 as follows:
- Net profit will not be used as statutory reserve because based on Article 70 of Law No. 40 Year 2007 on Limited Liability Company, the minimum statutory reserves requirement of 20 % of the total issued/ paid up has already been met. The amount of statutory reserves of the Company as
of December 31, 2009 was Rp 351,538,000,000 (Or 22.64% of the total issued / paid up capital of Rp1.552.420.000.000).
- Dividend will not be distributed and the entire Company’s net income will be used for:
i. The Company’s business development, which, the Company among other targets credit growth of 21% for 2010; and
Ratio of the Company.
- Total net income will be posted as retained earnings.
(ii). Bonds
In 2010 the Company performed public offering 2 (two) times, namely the Subordinated Bonds I (“Subdebt I”) and Subordinated Bonds II (“Subdebt II”). Subdebt I was offered with a fixed interest rate of 11.30% per year, with total amount of principal Rp 1,380,000,000,000 and 7 years tenure from the date of emissions (July 7, 2010) until July 8, 2017.
In Subdebt I, CIMB Niaga obtained Subordinated Bonds rating from PT Fitch Ratings Indonesia, namely AA- (idn) (Double A minus, Stable Outlook).
The rating was upgraded to AA- (idn) in June 28, 2010.
Meanwhile Subdebt II was offered with fixed interest rate of 10.85% per year, with total principal of Rp 1,600,000,000,000 and 10 years tenure commencing from the date of the emission (December 22, 2010) until December 23, 2020. In Subdebt II, CIMB Niaga obtained rating from PT Fitch Ratings Indonesia, namely AA (idn) (Double A, Stable Outlook).
(iii). Limited Public Offering V (”PUT V”)
The Extraordinary General Meeting of Shareholders dated December 15, 2010 decided to increase the issued/ paid up capital of the Company by issuing Class B new shares from deposits (portepel) through the mechanism of PUT V with Pre-emptive rights namely a maximum of 1,196,743,183 of Class B new shares with a nominal value of Rp 50 per share (“New Shares”), with the following terms and conditions:
I. Offered with the offering price of Rp 1,250 per share (“Offering Price”);
II. Each holder/ owner of 20 (twenty) of the Company’s shares whose names are registered in the Shareholders Register dated December 28, 2010 until 16:00 pm are entitled to 1 (one) Pre-emptive Right, where every 1 (one) Pre- emptive Right entitles the holder to purchase 1 (one) new share at the Offering Price and must fully pay at the time of submission of the purchase of new shares order form;
purchased by holders of the Pre-emptive Rights, then it will be allocated to the holders of Pre- emptive Rights with the number of order more than his/ her right, which thus proportionally based on the number of Pre-emptive Rights that have been respectively implemented by the r holders of the Pre-emptive Rights.
Meanwhile the discussion on Plans and Analysis Management Strategy (if any) remain in the portfolio and shall not be excluded.
The process and execution of PUT V ended in January 7and 11, 2011.
b. Year 2011
(i). Determination of Earnings for the fiscal year of 2010
Based on the decision of the General Meeting of Shareholders on March 28, 2011, the Company’s net income for the fiscal year 2010 with the amount of approximately Rp 2,548,153,000,000 will be used as follows:
- Net profit will not be used as statutory reserves because the amount of statutory reserves of the Company has met the minimum number of statutory reserves in accordance with Article 70 of Law No. 40 Year 2007 on Limited Liability Company;
- Dividend will not be distributed, and the entire net income will be used to strengthen the capital to anticipate the growth of credit;
- Total net income will be posted as retained earnings.
(ii). Interim Dividend 2011
Based on the decision of the Board of Directors of the Company with the approval of the Board of Commissioners through the Circular Decision of the Board of Directors and Board of Commissioners respectively dated September 20, 2011 and October 21, 2011, the Company has distributed interim dividend in cash in 2011 with the amount of Rp 199,796,274,401.85 (gross). The interim dividend was distributed to all shareholders both class A shares and class B shares (“Shares”) with a total amount of 25,131,606,843 shares, thus each holder/ owner of 1 (one) share gained an interim dividend of Rp 7.95.
of June 30, 2011, while still subjected to the provisions of the Articles of Association and the Limited Liability Company Act related to the distribution of interim dividend. Payment of the interim dividend was performed in November 30, 2011 to the shareholders recorded in the Register of Shareholders as of November 16, 2011.
(iii). Bonds
In 2011, CIMB Niaga performed Public Offering of Bond I with Fixed Rate. Based on Bank Indonesia Letter No. 13/119/DPB3/TPB 3-3 dated December 14, 2011 regarding Bank Saudara’s Bond Issuance Plan, the Company issued Bond I CIMB Niaga in 2011 on December 23, 2011 and was listed in the Indonesia Stock Exchange in December 27, 2011, with the following details:
1. Bond I Bank CIMB Niaga 2011 with Fixed Rate Series A
with the amount of Rp 180,000,000,000 (one hundred and eighty billion Rupiah) with interest rate of 7.375% per year. The tenure of the bond is 3 (three) years after the issuance date, and payment will be performed in bullet payment on the due date namely December 23, 2014.
2. Bond I Bank CIMB Niaga 2011 with Fixed Rate Series B
with the amount of Rp 1,320,000,000,000 (one trillion three hundred and twenty billion Rupiah) with interest rate of 8.300% per year. The tenure of the bond 5 (five) years after the issuance date, and payment will be performed in bullet payment on the due date namely December 23, 2016.
In the offering of Bond I, CIMB Niaga received rating from PT Pemeringkat Efek Indonesia (Pefindo) namely idAAA (Triple A).
The managing underwriter in the Public Offering of Bonds I Bank CIMB Niaga with Fixed Rate was PT CIMB Securities Indonesia (affiliated), whereas the underwriter were PT Evergreen Capital and PT Indo Premier Securities, and the trustee was PT Bank Permata Tbk.
Public Accounting Office Tanudiredja, Wibisana & Rekan (a member firm of PricewaterhouseCoopers), Gedung Plaza 89 Jl. HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 – Indonesia
2. Legal Consultant:
Widyawan & Partners, Energy Building, lantai 9 Jl. Jend. Sudirman Kav. 52-53 SCBD Lot 11A Jakarta 12190 - Indonesia
3. Notary:
Fathiah Helmi, SH, Graha Irama, lantai 6 Ruang 6C Jl. HR Rasuna Said X-1 Kav. 1-2 Jakarta 12950 - Indonesia
4. Payment Agency:
PT Kustodian Sentral Efek Indonesia, Gedung Bursa Efek Indonesia, Tower I lantai 5 Jl.
Jend. Sudirman Kav. 52-53 Jakarta 12190 – Indonesia
(iv). Call Option
Based on the decision of the Company’s Board of Directors dated October 11, 2011, the Company executed a call option on November 22, 2011, upon USD 200,000,000 7375 per cent Subordinated Notes due 2016 Callable with Step- up in November 22, 2011 through the Paying Agent (Deutsche Bank AG, Hong Kong) issued through the Branch office of Bank CIMB Niaga (Ex LippoBank) Cayman Islands and listed in the Singapore Exchange Securities Trading Limited.
This call option has been approved by Bank Indonesia through letter No. 13/84/DPB3/TPB 3-3 dated August 26, 2011. The Notes were issued at an offering price (issue price) of 100%, semi-annual coupon of 7.375%.
(i) Determination of Earnings for the fiscal year 2011
Based on the decision of the General Meeting of Shareholders on March 21, 2012, the Company’s net income for the fiscal year 2011 with the amount of Rp 3,174,144,908,994 will be used as follows:
i. Net profit will not be used as statutory reserves because the amount of statutory reserves of the Company has met the minimum number of statutory reserves in accordance with Article 70 of Law No. 40 Year 2007 on Limited Liability Company;
ii. As much as Rp 199,796,274,401.85 (or as much as Rp 7.95) per share has been distributed to shareholders as Interim Dividend and was approved as the final dividend of the fiscal year 2011;
iii. The remaining net income will be posted as retained earnings.
(ii). Sustainable Bond I Phase I 2012
In 2012 the Company performed Public Offering on Sustainable Bond I Bank CIMB Niaga Phase 1 2012 with Fixed Interest Rate (”PUB Phase I”). The target of funds to acquire was Rp 8,000,000,000,000 (eight trillion Rupiah) and in Phase I as much as Rp 2,000,000,000,000 (two trillion Rupiah) have been offered consisting of:
1. Series A
with the amount of Rp 600,000,000,000 (six hundred Rupiah) with interest rate of 7.35%
per year. The tenure of the bond 3 (three) years after the issuance date, and payment will be performed in bullet payment on the due date namely October 30, 2015.
2. Series B
with the amount of Rp 1,400,000,000,000 (one trillion four hundred billion Rupiah) with interest rate of 7.75% per year. The tenure of the bond 5 (five) years after the issuance date, and payment will be performed in bullet payment on the due date namely October 30, 2017.
The bonds were issued without paper and offered with a nominal value of 100% of the principal amount. The interest is payable on a quarterly basis in accordance with the bond interest payment date.
bank supervision administration in accordance with the letter of confirmation of Bank Indonesia No. 14/140/DPB3/PB3-3/Rahasia dated August 31, 2012, and was listed on the Indonesia Stock Exchange in October 31, 2012.
Related to PUB Phase I, CIMB Niaga obtained bond rating from PT Pemeringkat Efek Indonesia (Pefindo) namely idAAA (Triple A), and from PT Fitch Ratings Indonesia (Fitch) namely AAA (idn) (Triple A).
The managing underwriter of PUB Phase I was PT CIMB Securities Indonesia (affiliated), while the underwriter was PT Sucorinvest Central Gani, and the Trustee was PT Bank Permata Tbk.
The supporting professionals in the Offering of Bond I included:
1. Public Accountant:
Public Accounting Office Tanudiredja, Wibisana & Rekan (a member firm of
PricewaterhouseCoopers), Gedung Plaza 89 Jl.
HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 - Indonesia
2. Legal Consultant:
Widyawan & Partners, Energy Building, lantai 9 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 Sental Efek Indonesia, Gedung Bursa Efek Indonesia, Tower I lantai 5 Jl. Jend.
Sudirman Kav. 52-53 Jakarta 12190 - Indonesia
Based on the decision of the General Meeting of Shareholders on March 28, 2013, the Company’s net income for the fiscal year 2011 with the amount of Rp 4,233,111,258,108 will be used as follows:
- Net profit will not be used as statutory reserves because the amount of statutory reserves of the Company has met the minimum number of statutory reserves in accordance with Article 70 of Law No. 40 Year 2007.
- The Company will not distribute dividend.
- Total net income will be posted as retained earnings.
(ii). Sustainable Bond I Phase II
In 2013 as a continuation to acquire Rp 8,000,000,000,000 (eight trillion Rupiah) of funds through PUB, in which in PUB Phase I in 2012 the Company has acquired Rp 2,000,000,000,000 (two trillion Rupiah), in 2013 the Company performed Public Offering on Sustainable Bond I Bank CIMB Niaga Phase II 2013 with Fixed Interest Rate (”PUB Phase II”). The target of funds to acquire was Rp 1,450,000,000,000 (one trillion four hundred and fifty billion Rupiah), which consisted of:
1. Series A
with the amount of Rp 285,000,000,000 (two hundred and eighty-five billion Rupiah) with interest rate of 8.75% per year. The tenure of the bond is 2 (two) years after the issuance date, and payment will be performed in bullet payment on the due date namely November 20, 2015.
2. Series B
with the amount of Rp 315,000,000,000 (three hundred and fifteen billion Rupiah) with interest rate of 9.15% per year. The tenure of the bond is 3 (three) years after the issuance date, and payment will be performed in bullet payment on the due date namely November 20, 2016.
3. Series C
with the amount of Rp 850,000,000,000 (eight hundred and fifty billion Rupiah) with interest rate of 9.75% per year. The tenure of the bond is 5 (five) years after the issuance date, and payment will be performed in bullet payment on the due date namely November 20, 2018.
in accordance with the bond interest payment date.
PUB Phase II has been recorded in Bank Indonesia’s bank supervision administration in accordance with the letter of confirmation of Bank Indonesia No.
No.15/72/DPB3/PB3-3/Rahasia dated May 22, 2013, and was listed on the Indonesia Stock Exchange in November 21, 2013.
Related to PUB Phase II, CIMB Niaga obtained rating from PT Pemeringkat Efek Indonesia (Pefindo) namely idAAA (Triple A), and from PT Fitch Ratings Indonesia (Fitch) namely AAA (idn) (Triple A).
The managing underwriter of PUB Phase I was PT CIMB Securities Indonesia (affiliated) and the Trustee was PT Bank Permata Tbk.
The supporting professionals in the Offering of Bond I included:
1. Public Accountant:
Public Accounting Office Tanudiredja, Wibisana & Rekan (a member firm of
PricewaterhouseCoopers), Gedung Plaza 89 Jl.
HR Rasuna Said Kav. X-7 No. 6 Jakarta 12940 - Indonesia
2. Legal Consultant;
Widyawan & Partners, Energy Building, lantai 9 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 Sental Efek Indonesia Gedung Bursa Efek Indonesia, Tower I lantai 5 Jl. Jend.
Sudirman Kav. 52-53 Jakarta 12190 - Indonesia
(i). Determination of Earnings for the fiscal year 2013
Based on the decision of the General Meeting of Shareholders on March 27, 2014, the Company’s net income of Rp 4,282,417,000,000 will be used as follows:
- Net profit will not be used as statutory reserves because the amount of statutory reserves of the Company has met the minimum number of statutory reserves in accordance with Article 70 of Law No. 40 Year 2007.
- The Company will not distribute dividend.
- Total net income will be posted as retained earnings.