ABRIDGED PROSPECTUS ADDITIONAL AND/OR CORRECTIONS INFORMATION
THIS IS ADDITIONAL INFORMATION AND/OR AMENDMENT TO THE PUBLISHED ABRIDGED PROSPECTUS ON INVESTOR DAILY NEWSPAPER ON ON 18 NOVEMBER 2019.
OTORITAS JASA KEUANGAN ("OJK") DOES NOT PROVIDE APPROVAL OR DISAPPROVAL TO AGREE OR NOT TO AGREE TO THIS SECURITY, DOES NOT REPRESENT THE AUTHENTICITY OR ADEQUACY OF THE CONTENTS OF THE ADDITIONAL INFORMATION. ANY REPRESENTATIONS CONTRARY TO THE MATTERS SHALL BE A VIOLATION OF THE LAW.
THIS ABRIDGED PROSPECTUS IS IMPORTANT AND NEED TO GET IMMEDIATE ATTENTION. IF THERE IS ANY DOUBT IN ACTION TO BE TAKEN, YOU SHOULD CONSULT WITH COMPETENT PARTIES. COMPLETE INFORMATION REGARDING PUBLIC OFFERING IS CONTAINED IN THE PROSPECTUS.
PT BANK CIMB NIAGA TBK (HEREINAFTER REFERRED TO AS THE "COMPANY") AND THE LEAD UNDERWRITERS OF BONDS SHALL BE FULLY RESPONSIBLE FOR THE ACCURACY OF ALL INFORMATION OR MATERIAL FACTS, AND THE HONESTY OF OPINIONS CONTAINED IN THE ABRIDGED PROSPECTUS.
PT BANK CIMB NIAGA TBK
Main Business Activity:
Engaged in banking services.
Head Office:
Graha CIMB Niaga, Jl. Jend. Sudirman Kav. 58 Jakarta 12190, Indonesia Telephone: (021) 2505252, 2505353
Facsimile: (021) 2505205 www.cimbniaga.com email: corporate.secretary@cimbniaga.co.id
Network Offices:
134 Domestic Branch Offices, 250 Domestic Sub-Branch Offices, 37 Cash Offices (including 28 Digital Lounges), 7 Payment Points, 24 Shariah Branch Offices,
3 Shariah Cash Offices, and 4,505 ATM Networks including Shariah ATMs.
SHELF REGISTRATION PUBLIC OFFERING OF THE SHELF REGISTRATION BONDS III BANK CIMB NIAGA
WITH TARGET FUNDS TO BE RAISED IN THE AMOUNT OF RP6,000,000,000,000,- (SIX TRILLION RUPIAH) (“SHELF REGISTRATION BONDS III”) and
SHELF REGISTRATION SUBORDINATED BONDS I BANK CIMB NIAGA
WITH TARGET FUNDS TO BE RAISED IN THE AMOUNT OF RP2,000,000,000,000,- (TWO TRILLION RUPIAH) (“SHELF REGISTRATION SUBORDINATED BONDS I”) In the framework of the shelf registration public offering, the Company will issue and offer:
THE SHELF REGISTRATION BONDS III BANK CIMB NIAGA PHASE I 2019
WITH THE TOTAL PRINCIPAL OF RP1,823,000,000,000,- (ONE TRILLION EIGHT HUNDRED TWENTY-THREE BILLION RUPIAH) (“BONDS”)
These Bonds shall consist of 3 (three) series, each of which is offered at 100% (one hundred percent) of the Bonds Principal amount. These Bonds shall be issued scripless except the Bonds Jumbo Certificates issued by the Company in the name of PT Kustodian Sentral Efek Indonesia ("KSEI"). These Bonds provide options for the public to choose the desired Bonds Series as follows:
Series A : The amount of the Series A Bonds offered is Rp 276,000,000,000,- (two hundred seventy-six billion Rupiah) with the fixed interest rate of 6.50% (six point five zero percent) per annum. The period of Series A Bonds is 370 (three hundred seventy) Calendar Days as from the Issuance Date. The payment of the Bonds shall be made in full (bullet payment) at maturity date.
Series B : The amount of the Series B Bonds offered is Rp 1,066,000,000,000,- (one trillion sixty-six billion Rupiah) with the fixed interest rate of 7.55% (seven point five five percent) per annum. The period of Series B Bonds is 3 (three) years as from the Issuance Date. The payment of the Bonds shall be made in full (bullet payment) at maturity date.
Series C : The amount of the Series C Bonds offered is Rp 481,000,000,000,- (four hundred eighty-one billion Rupiah) with the fixed interest rate of 7.80% (seven point eight zero percent) per annum. The period of Series C Bonds is 5 (five) years as from the Issuance Date. The payment of the Bonds shall be made in full (bullet payment) at maturity date.
The Bonds Interest shall be paid quarterly, in accordance with the Bonds Interest payment date. The first Bonds Interest payment will be made on March 19, 2020 while the final Bonds Interest payment and maturity date of the Bond will be on December 29, 2020 for Series A, December 19, 2022 for Series B, and December 19, 2024 for Series C, which is also the Repayment Date of Principal from each Bonds Principal series.
and
SHELF REGISTRATION SUBORDINATED BONDS I BANK CIMB NIAGA PHASE I 2019 WITH THE PRINCIPAL AMOUNT OF RP83,000,000,000,- (EIGHTY-THREE BILLION RUPIAH)
(“SUBORDINATED BONDS”)
These Subordinated Bonds are offered at 100% (one hundred percent) of the Subordinated Bonds Principal amount. These Subordinated Bonds shall be issued scripless, except the Subordinated Bonds Jumbo Certificate issued by the Company in the name of KSEI with a period of 5 years and a fixed interest rate of 8.05% (eight point zero five percent). The Subordinated Bonds interest shall be paid quarterly from the Issuance Date, without the option to accelerate the payment of the Subordinated Bonds Interest. The first Subordinated Bonds interest will be paid on March 19, 2020 while the last Subordinated Bonds interest and the maturity date of the Subordinated Bonds will be paid on December 19, 2024.
Shelf Registration Bonds III Phase II and/or further phases (if any) and/or Shelf Registration Subordinated Bonds I Phase II and/or further phases (if any) will be determined later
THE BUY BACK OF NEW BONDS CAN BE MADE 1 (ONE) YEAR AFTER THE ALLOTMENT DATE FROM UNAFFILIATED PARTIES AND INTENDED AS A REPAYATION OR SAVED FOR LATER BEING SOLD BACK WITH MARKET PRICE. THE SUBORDINATED BONDS DO NOT HAVE OPTIONS FOR BUY BACK UNTIL THE MATURITY DATE OF THE SUBORDINATED BONDS. FURTHER DESCRIPTION OF BUY BACK OF BONDS AND SUBORDINATED BONDS CAN BE SEEN IN CHAPTER I OF THIS PROSPECTUS.
THE COMPANY ONLY ISSUES BOND AND SUBORDINATED BOND JUMBO CERTIFICATE AND REGISTERED IN THE NAME OF KSEI AND WILL BE DISTRIBUTED IN THE ELECTRONIC FORM TO BE ADMINISTERED IN COLLECTIVE CUSTODY IN KSEI.
With regard to the issuance of this Bonds, the Company has obtained the results of rating from PT Pemeringkat Efek Indonesia (“Pefindo”), namely:
idAAA (triple A)
With regard to the issuance of this Subordinated Bonds, the Company has obtained the results of rating from PT Pemeringkat Efek Indonesia (“Pefindo”), namely:
idAA (double A) THESE BONDS AND SUBORDINATED BONDS SHALL BE LISTED ON INDONESIA STOCK EXCHANGE
THE OFFER OF THESE BONDS AND SUBORDINATED BONDS IS SECURED IN FULL COMMITMENT BONDS AND SUBORDINATED BONDS LEAD UNDERWRITERS:
PT BCA SEKURITAS PT CGS-CIMB SEKURITAS INDONESIA PT DANAREKSA SEKURITAS PT MANDIRI SEKURITAS
TRUSTEE PT BANK PERMATA TBK
THE MAIN BUSINESS RISK FACED BY THE COMPANY IS A CREDIT RISK, NAMELY RISK DUE TO FAILURE OF DEBTORS AND/OR OTHER PARTIES IN FULFILLING OBLIGATIONS TO THE COMPANY.
THE RISK WHICH MAY BE FACED BY BOND BUYER INVESTORS IS NO LIQUIDITY OF BONDS OFFERED IN THIS PUBLIC OFFERING, WHICH AMONG OTHER THINGS, DUE TO THE OBJECTIVE OF THE BOND PURCHASE AS A LONG-TERM INVESTMENT.
THE RISKS WHICH MAY BE FACED BY SUBORDINATED BOND BUYER INVESTORS ARE (i) SUBORDINATED BONDS CAN BE WRITTEN DOWN WITHOUT COMPENSATION IF OJK STIPULATES THAT THE COMPANY IS POTENTIALLY DISRUPTED WITH THEIR BUSINESS CONTINUITY (POINT OF NON-VIABILITY) IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 19 OF THE OTORITAS JASA KEUANGAN REGULATION NO.11/POJK.03/2016 AS AMENDED BY THE OTORITAS JASA KEUANGAN REGULATION NO.34/POJK.03/2016 CONCERNING OBLIGATION OF MINIMUM CAPITAL PROVISION OF COMMERCIAL BANK, (ii) POSTPONE OF SUBORDINATED BONDS PRINCIPAL AND INTEREST PAYMENTS TO SUBORDINATED BOND HOLDERS (ii) NO LIQUIDITY OF SUBORDINATED BONDS OFFERED IN THIS PUBLIC OFFERING, WHICH AMONG OTHER THINGS, DUE THE PURPOSE OF PURCHASE OF SUBORDINATED BONDS AS A LONG-TERM INVESTMENT.
This Abridged Prospectus is issued in Jakarta on December 13, 2019
IMPORTANT NOTICE
THIS BOND IS NOT SECURED BY A SPECIFIC COLLATERAL, BUT SECURED BY ALL THE COMPANY’S ASSETS BOTH MOVABLE OR IMMOVABLE, EITHER EXISTING OR WILL EXIST IN THE FUTURE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 1131 AND ARTICLE 1132 OF THE INDONESIAN CIVIL CODE. THE RIGHTS OF THE BOND HOLDERS SHALL BE PARIPASSU WITHOUT PREFERENT WITH THE RIGHTS OF OTHER CREDITORS OF THE COMPANY ACCORDING TO THE PREVAILING LAWS AND REGULATIONS. THE RIGHTS OF SUBORDINATED BOND HOLDERS SHALL BE PARIPASSU WITHOUT PREFERENT AMONG THE SUBORDINATED BOND HOLDERS OF OTHER CREDITORS, EXISTING OR WILL EXIST IN THE FUTURE, HOLDING SUBORDINATED CLAIMS WHERE THE TERMS SHALL HAVE RANK THE SAME RIGHTS AS THE SUBORDINATED BOND HOLDERS.
THIS SUBORDINATED BOND IS NOT SECURED WITH A SPECIFIC COLLATERAL INCLUDING NOT SECURED BY THE REPUBLIC OF INDONESIA OR OTHER THIRD PARTIES AND NOT INCLUDED IN THE BANK'S GUARANTEE PROGRAM IMPLEMENTED BY THE DEPOSIT INSURANCE CORPORATION OR ITS SUBSTITUTE ACCORDING TO APPLICABLE LAWS AND REGULATIONS, AND CONSTITUTE THE OBLIGATION OF THE COMPANY SUBORDINATED IN ACCORDANCE WITH THE PROVISIONS IN TRUSTEE AGREEMENT.
SCHEDULE
Initial Offering Period : 18 – 22, 25 - 29 November 2019
Effective Date : 12 December 2019
Offering Period : 13 and 16 December 2019
Allotment Date : 17 December 2019
Order Reimbursement Date : 19 December 2019
Bonds and Subordinated Bonds Electronic Distribution Date : 19 December 2019
Listing Date on Indonesian Stock Exchange : 20 December 2019
BOND PUBLIC OFFERING Bond Name
Shelf Registration Bonds III Bank CIMB Niaga Phase I 2019.
Types of Bonds
These Bonds are issued scripless, except for Bond Jumbo Certificate issued to be registered in the name of KSEI as proof of debt for the benefit of Bond Holder and is registered on the date of the submission of the Bond Jumbo Certificate by the Company to KSEI. Proof of Bond ownership for Bond Holder is Written Confirmation issued by KSEI, Securities Company or Custodian Bank.
Offer Price
100% (one hundred percent) of the Bond nominal value.
Total Number, Interest and Maturity Date of Bonds
The amount of Bonds Principal issued in the first stage shall be in the amount of RP1,823,000,000,000,- (one trillion eight hundred twenty-three billion Rupiah), consisting of:
Series A : The amount of the Series A Bond offered is Rp 276,000,000,000,- (two hundred seventy-six billion Rupiah) with the fixed interest rate of 6.50% (six point five zero percent) per annum. The period of Series A Bond is 370 (three hundred seventy) Calendar Days as from the Issuance Date. The payment of the Bond shall be made in full (bullet payment) at maturity date.
Series B : The amount of the Series B Bond offered is Rp 1,066,000,000,000,- (one trillion sixty-six billion Rupiah) with the fixed interest rate of 7.55% (seven point five five percent) per annum. The period of Series B Bond is 3 (three) years as from the Issuance Date. The payment of the Bond shall be made in full (bullet payment) at maturity date.
Series C : The amount of the Series C Bond offered is Rp 481,000,000,000,- (four hundred eighty-one billion Rupiah) with the fixed interest rate of 7.80% (seven point eight zero percent) per annum. The period of Series C Bond is 5 (five) years as from the Issuance Date. The payment of the Bond shall be made in full (bullet payment) at maturity date.
The Bonds Interest shall be paid quarterly, in accordance with the Bonds Interest payment date. The first Bonds Interest payment will be made on March 19, 2020 while the final Bonds Interest payment and maturity date of the Bonds will be on December 29, 2020 for Series A, December 19, 2022 for Series B, and December 19, 2024 for Series C, which is also the Repayment Date of Principal from each Bonds Principal series.
The Bonds Interest rate shall be a percentage per annum from the nominal value calculated based on the number of days that are passed, where 1 (one) month shall be calculated 30 (thirty) days and 1 (one) year shall be calculated 360 (three hundred sixty) days. The Bonds must be repaid at the same price as the Bonds Principal amount written in the Written Confirmation held by the Bond Holder, taking into account the Bond Jumbo Certificate and the provisions of the Trustee Agreement.
The Principal and interest payment schedules for each Bond series are as listed in the table below:
Interest Series A Series B Series C
1 19 March 2020 19 March 2020 19 March 2020
2 19 June 2020 19 June 2020 19 June 2020
3 19 September 2020 19 September 2020 19 September 2020
4 29 December 2020 19 December 2020 19 December 2020
5 19 March 2021 19 March 2021
6 19 June 2021 19 June 2021
7 19 September 2021 19 September 2021
8 19 December 2021 19 December 2021
9 19 March 2022 19 March 2022
10 19 June 2022 19 June 2022
11 19 September 2022 19 September 2022
12 19 December 2022 19 December 2022
13 19 March 2023
14 17 June 2023
15 19 September 2023
16 19 December 2023
17 19 March 2024
18 19 June 2024
19 19 September 2024
20 19 December 2024
Bond Transfer Unit
Bond transfer unit shall be Rp1,- (one Rupiah) or multiples thereof.
Bond Trading Unit
The Bond trading shall be conducted at the Stock Exchange with the terms and conditions as stipulated in the Stock Exchange regulations. The Bond trading unit at the Stock Exchange shall be conducted at a value of Rp 5,000,000 (five million Rupiah) and multiples thereof.
Minimum Amount of Order
The purchase order of Bonds must be made in the amount of at least of Rp 5,000,000,- (five million Rupiah) and/or multiples thereof.
Security
These Bonds are not secured by a specific collateral, but secured by all of the Company’s assets, both movable and non- movable, either existing or will exist in the future becoming collateral for the Bondholders in accordance with the provisions of Articles 1131 and 1132 of the Indonesian Civil Code.
The right of this Bondholder is pari passu without any preferential rights with the rights of the other creditor of the Company, either existing now or in the future, except for the rights of the creditor of the Company which is specifically secured with the Company's assets either existing now or will be existing in the future.
Rating Results
In accordance with POJK No. 7/2017 and Regulation IX.C.11, for the issuance of these Bonds, the Company has obtained the rating results of long-term debt instruments from Pefindo for the period September 10, 2019 to September 1, 2020 according to the letter No. RC-837/PEF-DIR/IX/2019 dated September 10, 2019, with rank:
idAAA
(triple A)
Rating companies in this public offering shall not affiliated parties with the company either directly or indirectly as defined in the Capital Market Law.
The Company will rank the Bonds issued once every 1 (one) year as long as the obligations for these securities have not been fully paid, in accordance with the provisions stipulated in Regulation No. IX.C.11.
Repayment Fund of Bonds (Sinking Fund)
The Company does not provide allowance for fund repayment of Bonds Principal with consideration to optimize the use of the emission funds in accordance with the objectives of the planned use of emission funds.
Trustee
For this Bond Public Offering, PT Bank Permata Tbk acts as Trustee in accordance with the provisions in the Bond Trustee Agreement Deed, expressly stating that it has no affiliation relationship with the Company, either directly or indirectly as defined in the provisions of Article 1 number I of the Capital Market Law. In addition, PT Bank Permata Tbk. also does not have a credit relationship exceeding 25% of the number of Bonds that are trusteed in accordance with Regulation VI.C.3.
Address of Trustee:
PT Bank Permata Tbk WTC II 27th Rloor
Jl. Jenderal Sudirman Kav. 29 - 31 Jakarta 12920 Indonesia Telephone: (021) 523 7788 Facsimile: (021) 250 0622
www.permatabank.com Attn. Head, Securities Services
Further information regarding the Trustee will be explained in Chapter XII of the Prospectus.
Rights of Bondholder
a. To receive repayment of the Bonds Principal and/or payment of the Bonds Principal from the Company which are paid through KSEI as the Paying Agent on the Repayment Date of the Bond Payment and/or the relevant Interest Payment Date. The Bonds Principal must be repaid in the same price as the amount of the Bonds Principal written in the Written Confirmation owned by the Bond Holder.
b. The Bond Holder who is entitled to the Bond Insterest is Bond Holder whose name is registered in the Account Holder Register, on 4 (four) Exchange Days prior to the Payment Date of Bonds Interest, unless otherwise determined by KSEI in accordance with the prevailing KSEI regulations. Thus if there is a Bond transaction within 4 (four) Exchange Days before the Payment Date of Bonds Interest, then the Bond buyer receiving the transfer of the Bonds is not entitled to the Bonds Interest in the relevant Bonds Interest period, unless otherwise determined by KSEI in accordance with KSEI regulations.
c. In the event of late payment of the repayment of the Bonds Principal and/or Bonds Interest, the Bond Holder shall receive a penalty payment for each late payment of 1% (one percent) per annum above the Bonds Interest rate for each Bond series from the late payment amount, which is calculated on a daily basis, from the day of delay until the full repayment of an obligation that must be paid under a Trustee Agreement, provided that 1 (one) year is 360 (three hundred sixty) Calendar Days and 1 (one) month is 30 (thirty) Calendar Days;
d. One or more Bond Holders representing at least more than 20% (twenty percent) of the total Bonds (but not including Bonds owned by the Company and/or Company Affiliates unless the Affiliate occurs due to ownership or participation of Government capital) shall submit a written request to the Trustee to hold a General Meeting of Bondholders (RUPO) by attaching the original KTUR. The said written request must contain the requested event, with the provisions since the issuance of the KTUR, the Bonds owned by the Bondholders submitting a written request to the Trustee will be frozen by KSEI a number of the Bonds listed in the KTUR. The revocation of freezing by KSEI can only be made after obtaining a written approval from the Trustee;
The Company Default
The conditions and arrangements regarding default shall be set out in accordance with the provisions contained in the Trustee Agreement, which is also explained in Chapter I of the Prospectus regarding Public Offering.
Repurchase (Buy Back)
In the event that the Company repurchases the Bonds, the following provisions shall apply:
a. The repurchase of the Bonds shall be designated as repayment or saved for later resale at market price;
b. The execution of the Bond repurchase shall be made through the Stock Exchange or over the counter;
c. The repurchase of the new Bonds can be made 1 (one) year after the Allotment Date;
d. The repurchase of the Bonds can not be made if it causes the Company to be unable to comply with the provisions of the Trustee Agreement;
e. The repurchase of the debt Security can not be made if the Issuer defaults as referred to in the Trustee Agreement, unless it has obtained the general meeting of Bondholders approval;
f. The repurchase of the Bonds may only be made by the Company from unaffiliated Parties, unless such Affiliation occurs due to ownership or participation of government capital;
g. The repurchase plan of the Bonds must be reported to OJK by the Company no later than 2 (two) Business Days prior to the announcement of the repurchase place of the Bonds in the Daily Newspaper.
h. The repurchase of the Bonds can only be made after the announcement of the repurchase plan of the Bonds. The announcement shall be made at least through 1 (one) Daily Newspaper no later than 2 (two) Calendar Days before the offer date for repurchase commences;
i. The repurchase plan of the Bonds as referred to in item g and the announcement as referred to in item h shall contain at least information on:
1) the repurchase offer period;
2) the maximum amount of funds to be used for repurchase;
3) the range of the number of Bonds to be repurchased;
4) the price or the range of the price offered for the repurchase of the Bonds;
5) the procedures for settlement of transactions;
6) the requirements for the Bondholder who submits a selling offer;
7) the procedures for the submission of selling offer by the Bondholder;
8) the procedures for the repurchase of the Bonds; and
9) the Affiliation relationship between the Company and the Bondholder.
j. The Company shall make a proportional allotment in proportion to the number of Bonds that it wishes to sell by any Bondholder who wishes to sell the Bonds, if the number of the Bonds offered for sale by the Bondholder exceeds the total of the Bonds which can be repurchased;
k. The Company shall keep the confidentiality of all information concerning the selling offer submitted by the Bondholder;
l. The Company may execute the repurchase of the Bonds without making the announcement as referred to in point 9) provided that:
1) the number of repurchase is not more than 5% (five percent) of the total outstanding Bonds within a period of one year after the Allotment Date;
2) The repurchased Bonds are not the Bonds owned by the Company's Affiliates; and 3) The repurchased Bonds are only for retained that may be resold later;
and shall be reported to OJK no later than the end of the 2nd (second) Business Days after the repurchase of the Bonds;
m. The Company shall report to OJK and the Trustee and announce to the public within a period of at the latest 2 (two) Business Days after the repurchase of the Bonds, information including, among others:
1) the number of Bonds that have been purchased;
2) details of the number of Bonds that have been repurchased for repayment or retained for resale;
3) the repurchase price that has occurred; and
4) the amount of funds used for the repurchase of the Bonds;
n. In the event that there is more than one Bonds issued by the Company, the repurchase of the Bonds shall be made by prioritizing unsecured Bonds;
o. In the event that there is more than one unsecured Bond, the buyback must consider the aspect of the Company's economic interest in the repurchase of the Bonds; and
p. In the event that there is a security on all Bonds, the buyback must consider the aspect of the Company's economic interest in the repurchase of the Bonds;
q. The repurchase of the Bonds by the Company resulted:
1) the waiver of any rights attached to the repurchased Bonds, the right to attend a General Meeting of Bondholders (RUPO), voting rights and the right to obtain the Bonds Interest and other benefits of the repurchased Bonds if it is intended for repayment; or
2) temporary dismissal of any rights attached to the repurchased Bonds, the right to attend RUPO, voting rights and the right to obtain the Bonds Interest and other benefits of the repurchased Bonds, if it is intended to be retained for resale.
General Meeting of Bondholders (RUPO)
Information regarding the General Meeting of Bondholders can be seen in Chapter I of the Prospectus regarding Public Offering.
Restrictions and Obligations of the Company (Covenants)
Information regarding the limitations and obligations of the Company can be seen in Chapter I of the Prospectus regarding Public Offering.
Fulfillment of Shelf Registration Public Offering Criteria
This Shelf Registration Public Offering can be made by the Company by fulfilling the provisions in POJK No. 36/2014, as follows:
a. The Shelf Registration Public Offering of Debt Securities and/or Sukuk can be made within a period of 2 (two) years provided that the notification of the performance of the latest Shelf Registration Public Offering of Debt Securities and/or Sukuk shall be submitted to OJK no later than the second anniversary since the effective Registration Statement for the Shelf Registration Public Offering of Securities Debt and/or Sukuk.
b. Has become an Issuer or a Public Company at least 2 (two) years prior to the submission of the Registration Statement in the framework of a Shelf Registration Public Offering;
c. Have never experienced a default condition for the last 2 (two) years prior to the submission of the Registration Statement in the framework of a Shelf Registration Public Offering. This has been fulfilled by the Statement Letter from the Company No. 068/SP/DIR/IX/2019 dated September 12, 2019 and the Statement Letter from the Public Accountant Firm No. N20190911003/DC2/ANG/2019 dated September 11, 2019.
d. Has a ranking included in the 4 (four) top ranks category which is the 4 (four) best ranks and is included in the investment grade ranking category based on standards owned by a securities rating company.
PUBLIC OFFERING OF SUBORDINATED BONDS
Name of Subordinated Bonds
Shelf Registration Subordinated Bonds I Bank CIMB Niaga Phase I 2019.
Types of Subordinated Bonds
This Subordinated Bonds are issued scripless, except for the Jumbo Certificate of the Subordinated Bonds issued to be registered in the name of KSEI as proof of debt for the benefit of the Subordinated Bondholder. These Subordinated Bonds are registered in the name of KSEI for the benefit of the Account Holder in KSEI, furthermore for the benefit of the Subordinated Bondholder and is registered on the date that the Subordinated Bond Jumbo Certificate is submitted by the Company to KSEI.
Proof of ownership of Subordinated Bonds for Subordinated Bondholder is Written Confirmation issued by KSEI, Securities Company or Custodian Bank.
Offer Price
100% (one hundred percent) of the nominal value of the Subordinated Bonds.
Principal Amount, Interest Rate, and Maturity of Subordinated Bonds
The Principal Amount of Subordinated Bonds issued in the first phase is Rp83,000,000,000 (eighty-three billion Rupiah) with a fixed interest rate of 8.05% (eight point zero five percent) per annum. The period of the Subordinated Bonds is 5 (five) years as from the Issuance Date. The Subordinated Bonds payments shall be made in full (bullet payment) at the maturity date.
The Subordinated Bonds Interest shall be paid quarterly from the Issuance Date, without the option to accelerate the payment of the Subordinated Bonds Interest. The first Subordinated Bonds Interest will be paid on March 19, 2020 while the last Subordinated Bonds Interest and the maturity of the Subordinated Bonds will be paid on December 19, 2024 for Series A Subordinated Bonds.
The interest rate for Subordinated Bonds shall be a percentage per annum from the nominal value calculated based on the number of days that are passed, where 1 (one) month is calculated 30 (thirty) days and 1 (one) year is calculated 360 (three hundred sixty) days. The Subordinated Bonds must be repaid at the same price as the Principal Amount of Subordinated Bonds written on the Written Confirmation owned by the Subordinated Bondholders, taking into account the Subordinated Bonds Jumbo Certificate and the provisions of the Trustee Agreement.
Principal and interest payment schedules for each series of Subordinated Bonds are as listed in the table below:
Interest Subordinated Bonds
1 19 March 2020
2 19 June 2020
3 19 September 2020
4 19 December 2020
Interest Subordinated Bonds
5 19 March 2021
6 19 June 2021
7 19 September 2021
8 19 December 2021
9 19 March 2022
10 19 June 2022
11 19 September 2022
12 19 December 2022
13 19 March 2023
14 17 June 2023
15 19 September 2023
16 19 December 2023
17 19 March 2024
18 19 June 2024
19 19 September 2024
20 19 December 2024
Transfer Unit of Subordinated Bonds
The Subordinated Bonds transfer unit shall be Rp1,- (one Rupiah) or multiples thereof.
Trading Unit of Subordinated Bonds
Subordinated Bonds Trading shall be conducted at the Stock Exchange with the terms and conditions as stipulated in the Stock Exchange regulations. The Subordinated Bonds trading unit at the Stock Exchange shall be conducted at a value of Rp 5,000,000,- (five million Rupiah) and multiples thereof.
Minimum Amount of Order
The purchase order of Subordinated Bonds shall be made in the amount of at least of Rp 5,000,000,- (five million Rupiah) or multiples thereof.
Security
These Subordinated Bonds are not guaranteed with special security including those not guaranteed by the Republic of Indonesia or other third parties and is not included in the Bank guarantee program implemented by the Deposit Insurance Corporation or its substitute in accordance with the applicable laws and regulations and shall follow the provisions of Article 19 paragraph (1) letter f POJK No. 11/2016 and is a subordinated obligation of the Company in accordance with the provisions of the Trustee Agreement.
Rating Results
In accordance with POJK No. 7/2017 and Regulation IX.C.11, for the issuance of these Subordinated Bonds, the Company has obtained the rating results of long-term debt instruments from Pefindo for the period September 10, 2019 to September 1, 2020 according to the letter No. RC-838/PEF-DIR/IX/2019 dated September 10, 2019, with rank:
idAA (double A)
Rating companies in this public offering shall not affiliated parties with the company either directly or indirectly as defined in the Capital Market Law.
The Company will rank the Subordinated Bonds issued once every 1 (one) year as long as the obligations for these securities have not been fully paid, in accordance with the provisions stipulated in Regulation No. IX.C.11.
Repayment Fund of Bonds (Sinking Fund)
The Company does not provide allowance for repayment fund of the Subordinated Bonds Principal with consideration to optimize the use of the emission fund in accordance with the objectives of the planned use of emission funds.
Trustee
In the context of this Public Offering of Subordinated Bonds, PT Bank Permata Tbk. acting as Trustee in accordance with the provisions of the Subordinated Bond Trustee Agreement Deed, expressly stated that it has no affiliation with the Company, directly or indirectly as defined in the provisions of Article 1 number I of the Capital Market Law. In addition, PT Bank Permata Tbk. also do not have a credit relationship exceeding 25% of the amount of the Bonds that are trusteed in accordance with Regulation VI.C.3.
Address of Trustee:
PT Bank Permata Tbk WTC II 27th Floor
Jl. Jenderal Sudirman Kav. 29 - 31 Jakarta 12920 Indonesia Telephone: (021) 523 7788 Facsimile: (021) 250 0622
www.permatabank.com Attn. Head, Securities Services
Further information regarding the Trustee will be explained in Chapter XII of the Prospectus.
Rights of Subordinated Bondholder
1. To receive repayment of the Subordinated Bonds Principal and/or payment of the Subordinated Bonds Principal from the Company which are paid through KSEI as the Paying Agent on the Repayment Date of the Subordinated Bonds and/or the relevant Payment Date of the Subordinated Bonds Interest. The Subordinated Bonds Principal must be repaid in the same price as the amount of the Subordinated Bonds Principal written in the Written Confirmation owned by the Subordinated Bond Holder.
2. The Bond Holder who is entitled to obtain the Subordinated Bond Interest payment is Subordinated Bond Holder whose name is registered in the Account Holder Register, on 4 (four) Exchange Days prior to the Payment Date of Subordinated Bonds Interest, unless otherwise determined by KSEI or prevailing laws and regulations. Thus if there is a Subordinated Bond transaction after the determination date of the party who is entitled to obtain the Subordinated Bonds Principal, then the party receiving the transfer of the Subordinated Bonds is not entitled to the Subordinated Bonds Interest in the relevant Subordinated Bonds Interest period.
3. If the Company apparently does not provide sufficient funds for the payment of Subordinated Bonds Interest and repayment of Subordinated Bonds Principal after passing the Payment Date of Subordinated Bonds Interest or Repayment Date of Bonds Principal, the Company shall pay a penalty which is the right of the Subordinated Bondholder in default in paying the Amount of Subordinated Bonds Principal and/or the Subordinated Bonds Interest in the amount of 1% (one percent) per annum above the applicable rate of the Subordinated Bonds Interest to the Amount Payable. The penalty shall be calculated daily based on the number of days that are passed, namely 1 (one) year is 360 (three hundred sixty) Calendar Days and 1 (one) month is 30 (thirty) Calendar Days. Penalties paid by the Company which are the rights of the Subordinated Bondholder, will be given by the Paying Agent to the Subordinated Bondholder proportionally based on the amount of their Subordinated Bonds.
4. One or more Subordinated Bond Holders representing at least more than 20% (twenty percent) of the total Subordinated Bonds (but not including Subordinated Bonds owned by the Company and/or Company Affiliates unless the Affiliate occurs due to ownership or participation of Government capital) shall submit a written request to the Trustee to hold a General Meeting of Bondholders (RUPO) by attaching the original KTUR. The said written request must contain the requested event, with the provisions since the issuance of the KTUR, the Subordinated Bonds owned by the Bondholders submitting a written request to the Trustee will be frozen by KSEI a number of the Subordinated Bonds listed in the KTUR.
The revocation of freezing by KSEI can only be made after obtaining a written approval from the Trustee;
The Company Default
The conditions and arrangements regarding default shall be set out in accordance with the provisions contained in the Trustee Agreement, which is also explained in Chapter I of the Prospectus regarding Public Offering.
Repurchase (Buy Back)
These Subordinated Bonds have no option to buy back until the maturity of the Subordinated Bonds.
General Meeting of Bondholders (RUPO)
Information regarding the General Meeting of Subordinated Bondholders can be seen in Chapter I of the Prospectus regarding Public Offering.
Restrictions and Obligations of the Company (Covenants)
Information regarding the limitations and obligations of the Company can be seen in Chapter I of the Prospectus regarding Public Offering.
Fulfillment of Shelf Registration Public Offering Criteria
This Shelf Registration Public Offering can be made by the Company by fulfilling the provisions in POJK No. 36/2014, as follows:
a. The Shelf Registration Public Offering of Debt Securities and/or Sukuk can be made within a period of 2 (two) years provided that the notification of the performance of the latest Shelf Registration Public Offering of Debt Securities and/or Sukuk shall be submitted to OJK no later than the second anniversary since the effective Registration Statement for the Shelf Registration Public Offering of Securities Debt and/or Sukuk.
b. Has become an Issuer or a Public Company at least 2 (two) years prior to the submission of the Registration Statement in the framework of a Shelf Registration Public Offering;
c. Have never experienced a default condition for the last 2 (two) years prior to the submission of the Registration Statement in the framework of a Shelf Registration Public Offering. This has been fulfilled by the Statement Letter from the Company No. 068/SP/DIR/IX/2019 dated September 12, 2019 and the Statement Letter from the Public Accountant Firm No. N20190911003/DC2/ANG/2019 dated September 11, 2019.
d. Has a ranking included in the 4 (four) top ranks category which is the 4 (four) best ranks and is included in the investment grade ranking category based on standards owned by a securities rating company.
IMPORTANT EVENTS AFTER THE DATE OF THE INDEPENDENT AUDITOR’S REPORT
There is no material and relevant important events that need to be disclosed in the Prospectus after the date of the Independent Auditor's Report on the Company and Subsidiaries' consolidated statement of financial position as of June 30, 2019, December 31, 2018 and 2017 and consolidated statements of profit and loss and other comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for the six months period ended June 30, 2019 and 2018 and for the years ended December 31, 2018 and 2017 until this Registration Statement is declared effective.
The Company and Subsidiaries' consolidated statement of financial position as of June 30, 2019, December 31, 2018 and 2017 and consolidated statements of profit or loss and other comprehensive income, consolidated statements of cash flows and consolidated statements of changes in equity for the six-month period ended June 30, 2019 and 2018 and for the years ended December 31, 2018 and 2017, and contained in other parts hereof, have been audited by the Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan (network members of PricewaterhouseCoopers firm) based on audit standards established by the Indonesian Institute of Certified Public Accountants, with unmodified opinions in its report dated October 8, 2019, signed by Angelique Dewi Daryanto, SE, CPA.
UNDERWRITING OF BONDS AND SUBORDINATED BONDS ISSUANCE
The composition of the underwriting portion percentage of the Securities Companies participating in this Bonds Issuance is as follows:
Security Companies Underwriting portion (in million Rupiah) Series A Series B Series C Total (%) Bonds Lead Underwriters
PT BCA Sekuritas 25,000 387,000 75,000 487,000 26.7
PT CGS-CIMB Sekuritas Indonesia 50,000 340,000 136,000 526,000 28.9
PT Danareksa Sekuritas 40,000 272,000 155,000 467,000 25.6
PT Mandiri Sekuritas 161,000 67,000 115,000 343,000 18.8
Total 276,000 1,066,000 481,000 1,823,000 100.0
The composition of the underwriting portion percentage of the Securities Companies participating in the Subordinated Bonds Issuance is as follows:
Security Companies Underwriting portion (in million Rupiah) (%) Penjamin Pelaksana Emisi Obligasi Subordinasi
PT BCA Sekuritas - 0.0
PT CGS-CIMB Sekuritas Indonesia 28,000 33.7
PT Danareksa Sekuritas 55,000 66.3
PT Mandiri Sekuritas - 0.0
Total 83,000 100.0
PROCEDURE FOR BONDS AND SUBORDINATED BONDS ORDER 1. REGISTRATION OF BONDS AND SUBORDINATED BONDS INTO COLLECTIVE CUSTODY
The Bonds and Subordinated Bonds offered by the Company through this Public Offering have been registered with KSEI based on the Debt Securities Registration Agreement at KSEI. With the registration of the Bonds and Subordinated Bonds at KSEI, the offered Bonds and Subordinated Bonds shall be subject to the following provisions:
a. The Company shall not issue the Bonds and Subordinated Bonds in the form of certificates or scripts except for Bonds Jumbo Certificates and Subordinated Bonds Jumbo Certificate issued for registration in the name of KSEI for the benefit of the Bond and Subordinated Bond Holders. The Bonds and Subordinated Bonds will be administered electronically in Collective Custody at KSEI. Furthermore, the Bonds and Subordinated Bonds of the results of this Public Offering will be credited to the Securities account at the latest on the Issuance Date, namely December 19, 2019.
b. KSEI will issue a Written Confirmations to Securities Companies or Custodian Banks as proof of registration of the Bonds and Subordinated Bonds in the Securities Accounts at KSEI. The Written Confirmation shall constitute a proof of legal ownership of the Bonds and Subordinated Bonds recorded in the Securities Account;
c. The transfer of ownership of the Bonds and Subordinated Bonds shall be made by book-entry between the Securities Accounts in KSEI, which will then be confirmed to the Account Holder;
d. The Bondholders and Subordinated Bondholders recorded in the Securities Accounts shall be the Bondholders and Subordinated Bondholders who are entitled to pay the Bonds and Subordinated Bonds Interest, repayment of Bonds and Subordinated Bonds Principal, vote in the General Meeting of Bondholers and/or General Meeting of Subordinated Bonds and other rights attached to the Bonds and Subordinated Bonds;
e. The payment of Bonds Interest and Subordinated Bonds Interest as well as the repayment of the Bonds and Subordinated Bonds Principal shall be paid by KSEI as the Paying Agent on behalf of the Company to the Bondholders and Subordinated Bondholders through the Account Holder in accordance with the payment schedule of theBonds and Subordinated Bonds Interest and the repayment of Bonds and Subordinated Bonds Principal which are determined in a Trustee Agreement and/or Payment Agent Agreement. The Bondholders and Subordinated Bondholders entitled to Bonds and Subordinated Bonds Interest paid during the relevant payment period of Bond and Subordinated Bonds Interest shall be those whose names are listed on the Register of Bond and Subordinated Bondholders on 4 (four) Exchange Days prior to the Payment Date of Bonds and Subordinated Bonds Interest, unless otherwise determined by KSEI or applicable laws and regulations;
f. The right to attend the General Meeting of Bondholders and/or Subordinated Bondholders shall be exercised by the Bondholders and Subordinated Bondholders by taking into account the original KTUR issued by KSEI to the Trustee.
KSEI will freeze all Bonds and Subordinated Bonds deposited in KSEI so that the Bonds and Subordinated Bonds cannot be assigned/transferred since 3 (three) Exchange Days prior to the convening date of the General Meeting of Bondholders and/or General Meeting of Subordinated Bondholers (R-3) until the expiry date of the General Meeting of Bondholders and/or General Meeting of Subordinated Bondholers as evidenced by the notification from the Trustee;
g. Parties who intend to order Bonds and Subordinated Bonds must open a Securities Account at a Securities Company or Custodian Bank that has become a Securities Account holder at KSEI.
2. ENTITLED BUYER
Indonesian Citizen Individuals and Foreign Citizen Individuals wherever they reside, as well as business entities or Indonesia or foreign institutions wherever they are domiciled shall be entitled to purchase the Bonds and Subordinated Bonds in accordance with the provisions of local jurisdiction.
3. PURCHASE ORDER OF BONDS AND SUBORDINATED BONDS
The Purchase orders of Bonds and Subordinated Bonds shall be made using the Bond Purchase Order Form ("FPPO") and/or Subordinated Bond Purchase Order Form ("FPPOS") printed for this purpose which can be obtained at the Bonds and Subordinated Bonds Underwriting’ office as stated in the Chapter XIV of this Prospectus, and the orders that have been submitted cannot be canceled by the buyer. Acceptable order requirements shall be made by, among other things, filling in the original FPPO and/or FPPOS in multiple counterparts, attaching a photocopy of identity, and Securities sub-accounts. The purcase orders of Bonds and Subordinated Bonds that deviate from the above conditions shall not be served.
4. MINIMUM AMOUNT OF BONDS AND SUBORDINATED BONDS ORDER
The purchase order of Bonds and Subordinated Bonds must be made in the amount of at least a trading unit of Rp5,000,000,- (five million Rupiah) and/or multiples.
5. OFFERING PERIOD
The offering period of the Bonds and Subordinated Bonds shall commence on December 13 and 16, 2019 at 09:00 until 16:00 Western Indonesia Time.
6. PLACE OF PURCHASE ORDER SUBMISSION OF BONDS AND SUBORDINATED BONDS
Before the Offering Period of Bonds and Subordinated Bonds is closed, the buyer must order the purchase of Bonds and Subordinated Bonds by submitting FPPO and/or FPPOS during working hours which are generally applicable to the Bonds and Subordinated Bonds Underwriter, as contained in Chapter XIV of this Prospectus, at the place where the Buyer receives the Prospectus, FPPO and/or FPPOS.
7. RECEIPT PROOF OF BONDS AND SUBORDINATED BONDS ORDER
The Underwriters of Bonds of Subordinated Bonds who receive the purchase order submission of the Bonds and/or Subordinated Bonds will re-deliver the Buyer 1 (one) copy of the FPPO and/or FPPO which has been signed as proof of receipt of the purchase order of the Bonds and/or Subordinated Bonds. The proof of receipt of the Bonds and/or Subordinated Bonds purchase order is not a guarantee of fulfillment of order.
8. ALLOTMENT OF BONDS AND SUBORDINATED BONDS
The Lead Underwriter of Bonds and Subordinated Bonds shall have the right to accept or reject the purchase order of Bonds and Subordinated Bonds in whole or in part with due observance the applicable provisions.
If the total number of Bonds and Subordinated Bonds ordered exceeds the number of Bonds and Subordinated Bonds offered, the allotment shall be determined at the discretion of each Bonds and Subordinated Bonds Underwriter in accordance with their respective underwriting portion with the approval and discretion as determined by the Lead Underwriter of Bonds and Subordinated Bonds, taking into account the provisions of the Bond Underwriting Agreement and the Subordinated Bond Underwriting Agreement and Regulation No.IX.A.7. The Allotment Date shall be 17 December 2019.
In the event of an over order of Bonds and Subordinated Bonds and it is evident that certain parties submit orders of Bonds and Subordinated Bonds through more than 1 (one) order form on this Public Offering, either directly or indirectly, then for the purposes of allotment the Allotment Manager may only include a Bond and Subordinated Bond order form, which was first submitted by the relevant buyer.
The Lead Underwriter of Bonds and Subordinated Bonds shall submit the Result Report of Self Registration Public Offering of Bonds and Subordinated Bonds to OJK no later than 5 (five) Business Days after the allotment date in accordance with Regulation No.IX.A.2.
The Allotment Manager, in this matter PT Danareksa Sekuritas, will submit the Accountant Audit Result Report to Otoritas Jasa Keuangan (OJK) on the fairness of the allotment implementation in accordance with Regulation no. VIII.G.12, Appendix to Regulation of Chairman of Capital Market Supervisory Board No. Kep-17/PM/2004 dated April 13, 2004 on Guidelines for Audit by Accountant on Order and Allotment of Securities or Bonus Shares Distribution and Regulation IX.A.7 no later than 30 (thirty) days after the end of the period of Public Offering.
9. PAYMENT OF PURCHASE ORDER OF BONDS AND SUBORDINATED BONDS
The buyer may make payments that can be made in cash or transfers addressed to the Lead Underwriters of Bonds and Subordinated Bonds, no later than 18 December 2019 (in good funds) addressed to the account below:
Bonds Bank Central Asia
Branch: Thamrin Account No.: 2063981222
Account Holder:
PT BCA Sekuritas
Bank CIMB Niaga Branch: Graha Niaga Account No.: 800 043 680 000
Account Holder:
PT CGS-CIMB Sekuritas Indonesia
Bank BRI Branch: Bursa Efek Jakarta
Account No.:
0671.01.000680.30.4 Account Holder:
PT Danareksa Sekuritas
Bank Permata Syariah Branch: Arteri Pondok Indah
Account No.: 00971134003 Account Holder:
PT Mandiri Sekuritas
Subordinated Bonds Bank Central Asia
Branch: Thamrin Account No.: 2063263222
Account Holder:
PT BCA Sekuritas
Bank CIMB Niaga Branch: Graha Niaga Account No.: 800 043 680 000
Account Holder:
PT CGS-CIMB Sekuritas Indonesia
Bank BRI Branch: Bursa Efek Jakarta
Account No.:
0671.01.000551.30.1 Account Holder:
PT Danareksa Sekuritas
Bank Permata Syariah Branch: Arteri Pondok Indah
Account No.: 00971134003 Account Holder:
PT Mandiri Sekuritas
All costs or provisions of the bank or the transfer fees shall be borne by the Buyer. Any order will be canceled if the payment terms are not fulfilled.
10. ELECTRONIC BONDS AND SUBORDINATED BONDS DISTRIBUTION
The distribution of Bonds and Subordinated Bonds shall be made electronically on December 19, 2019, the Company is obliged to issue Bond and Subordinated Jumbo Certificates to be submitted to KSEI and give instructions to KSEI to credit Bonds and Subordinated Bonds in the Securities Account of the Lead Underwriter of Bonds and Subordinated Bonds at the KSEI. With the performance of these instructions, the distribution of Bonds and Subordinated Bonds shall be solely the responsibility of the Lead Underwriters of the Bonds and Subordinated Bonds and KSEI. Furthermore, the Lead Underwriters of Bonds and Subordinated Bonds shall give instructions to KSEI to transfer the Bonds and Subordinated Bonds from the Bonds and Subordinated Bonds Account of the Lead Underwriters into the Underwriter's Securities Account in accordance with the payment made by the Underwriters according to the respective underwriting portion.
11. CANCELLATION OF PUBLIC OFFERING
a. Within a period of the effectiveness of the Registration Statement until the expiry of the Public Offering period, the Company may postpone the Public Offering period for a maximum period of 3 (three) months from the effectiveness of the Registration Statement or cancel the Public Offering, provided that:
1) there is a situation beyond the capabilities and powers of the Company which includes:
a) The composite share price index on the Stock Exchange fell more than 10% (ten percent) for 3 (three) consecutive exchange days;
b) Natural disasters, wars, riots, fires, strikes that significantly impact the Company's business continuity;
and/or
c) Other events that significantly impact the Company's business continuity determined by the Capital Market and Financial Institution Supervisory Board (Bapepam and LK) based on Form Number: IX.A.2-11 attachment 11;
2) The Company is required to fulfill the following conditions:
a) announce the postponement of the Public Offering period or cancellation of the Public Offering in at least one Indonesian language daily newspaper which has a national circulation no later than one business day after such postponement or cancellation. In addition to the obligation to announce in newspapers, the Company may also announce the information in other mass media;
b) submit information on the postponement of the Public Offering period or cancellation of the Public Offering to Bapepam and LK on the same day as the announcement as referred to in point a);
c) submit evidence of the announcement referred to in point a) to Bapepam and LK no later than one business day after the announcement is intended; and
d) The Company which postpones the Public Offering period or cancels the Public Offering being made, in the event that the Securities order has been paid, the Company is obliged to return the Securities order money to the buyer no later than 2 (two) business days from the decision of the postponement or cancellation b. The Company which makes the postponement referred to in letter a, and will resume the Public Offering period, it
shall apply the following conditions:
1) in the event that the postponement of the Public Offering period is due to conditions as referred to in letter a item 1) point a), the Company must resume the Public Offering period no later than 8 (eight) business days after the composite share price index on the Stock Exchange increases at least 50% (fifty percent) of the total decreases in the composite share price index which is the basis for the postponement;
2) in the event that the composite share price index on the Stock Exchange decreases again as referred to in letter a item 1) point a), the Company may re-postpone the Public Offering period;
3) must submit to Bapepam and LK information regarding the Public Offering schedule and other additional information, including information on material events that occur after the postponement of the Public Offering (if any) and announce it in at least one Indonesian language daily newspaper which has a national circulation at the latest one business day before the Public Offering period begins. In addition to the obligation to announce in newspapers, the Company may also announce in other mass media; and
4) must submit evidence of announcement as referred to in item 3) to Bapepam and LK no later than one business day after the announcement is intended
12. REFUND OF ORDER
If the listing of Bonds and Subordinated Bonds on the Stock Exchange cannot be made within a period of 1 (one) Business Day after the Distribution Date because the listing requirements are not fulfilled, the Offer of Securities shall be null and void, and the payment of the said Securities Order must be returned to the buyer, by the Company which return of payment shall be made through KSEI no later than 2 (two) Business Days since the cancellation of the Public Offering.
In the event that the Bonds and Subordinated Bonds order is rejected in part or in whole and the Bonds and Subordinated Bonds order payment has been received by the Lead Underwriters of Bonds and Subordinated Bonds, the Lead Underwriters of Bonds and Subordinated Bonds must return the payment money to the buyers of Bonds and Subordinated Bonds within no later than 2 (two) Business Days from the Allotment date.
If there is any delay, the Lead Underwriters of Bonds and Subordinated Bonds / Underwriters of Bonds and Subordinated Bonds or the Company causing the delay are required to pay to the buyer for each day of delay the penalty of 1% (one percent) per year above the Bonds and Subordinated Bonds Interest rate per annum which is calculated on a daily basis (based on the number of Calendar Days that have passed until the payment of the entire amount that should be paid plus penalties), provided that (one) year is 360 (three hundred sixty) Calendar Days and 1 (one) month is 30 (thirty) Calendar Days.
If the refund of the Bonds and Subordinated Bonds order has been provided, but the buyer does not come to pick it up no later than 2 (two) business days from the decision on the postponement or cancellation, the Company and/or the Lead Underwriters of the Bonds and Subordinate Bonds or Underwriters of Bonds and Subordinated Bonds are not required to pay interest and/or penalties to buyers of Bonds and Subordinated Bonds.
The refund of Bonds and Subordinated Bonds order and the payment of late penalties can be made in the form of book-entry to an account in the name of the buyer or through other payment instruments in the form of cheques or return letter that can be taken directly by the buyer concerned at the Lead Underwriter of Bonds and Subordinated Bonds which the order shall be submitted by delivering proof of receipt of Bonds order and Subordinated Bonds order.
The Company shall not be responsible and be hereby released by the Lead Underwriters of Bonds and Subordinated Bonds or Underwriter of Bonds and Subordinated Bonds from all claims caused by non-performance of obligations that are the responsibility of the Lead Underwriters of Bonds and Subordinated Bonds or Underwriters of Bonds and Subordinated Bonds.
The Lead Underwriters of Bonds and Subordinated Bonds or Underwriters of Bonds and Subordinated Bonds shall not be responsible and therefore must be released by the Company from all claims caused by non-performance of obligations that are the responsibility of the Company
DISSEMINATION OF PROSPECTUS AND PURCHASE ORDER FORM OF BONDS AND SUBORDINATED BONDS
The Prospectus, FPPO and/or FPPOS can be obtained during the Public Offering, namely December 13 and 16, 2019 at the following Lead Underwriters of Bonds and Subordinated Bonds offices:
PT BCA Sekuritas
Menara BCA Grand Indonesia, 41st Floor
Jl. MH Thamrin No. 1 Jakarta 10310 Telephone: (021)
23587222 Facsimile: (021) 23487290/7300/7250
PT CGS-CIMB Sekuritas Indonesia
Gedung Bursa Efek Indonesia Tower II, 11th Floor Jl. Jend. Sudirman Kav. 52-53
Jakarta 12190 Telephone: (021) 5154660
Facsimile: (021) 5154661
PT Danareksa Sekuritas
Gedung BRI II 23rd Floor Jl. Jend. Sudirman Kav 44-46
Jakarta 10210
Telephone: (021) 50914100 Facsimile: (021) 2520990
PT Mandiri Sekuritas
Menara Mandiri 25th Floor Jl. Jend. Sudirman Kav. 54-55
Jakarta 12190
Telephone: (021) 5263445 Facsimile: (021) 5275701
PROSPECTIVE INVESTORS ARE ENCOURAGED TO READ MORE ABOUT THIS PUBLIC OFFERING THROUGH INFORMATION PRESENTED IN PROSPECTUS
