Information Disclosure to The Shareholders of PT Phapros Tbk. Concerning Capital Increase With Pre-Emptive Rights (“Information Disclosure”)

This Information Disclosure, is made in order to comply with the provisions of Financial Services Authority (“OJK”) as regulated in the Financial Services Authority Regulation No. 32/POJK.04/2015 dated 16 December 2015 concerning Capital Increase of Public Company with Pre-emptive Rights (“POJK No. 32/2015”) juncto the Financial Services Authority Regulation No. 14/POJK.04/2019 dated 30 April 2019 concerning Amandment of the Financial Services Authority Regulation No. 32/POJK.04/2015 concerning Capital Increase of Public Company with Pre-emptive Rights (“POJK No. 14/2019”).

For any difficulty in understanding the information as contained in this Information Disclosure or hesitation in making a decision, you should consult with a securities broker, investment manager, legal counsel, public accountant or any other professional advisor.

 

 PT PHAPROS Tbk.

Domiciled in South Jakarta, Indonesia

(“Company”)

 

Core Business Activities:

Pharmacies, Pharmaceutical Raw Materials, Health Instruments and Healthcare Services

Head Office:

Gedung RNI

Jl. Denpasar Raya Kav. D III

Kuningan Jakarta 12950

Phone: (021) 527 6263; Fax.: (021) 520 9381

Email: corporate@phapros.co.id

Website: www.phapros.co.id

BUKAAN INFORMASI

BUKAAN INFORMASI

Board of Directors and Board of Commissioners of the Company, either severally or collectively, are fully held responsible for the accuracy and completeness of the information as disclosed in the Information Disclosure and after doing research carefully, hereby confirm that whole information disclosed in this Information Dislcosure is accurate and none of unstated material fact can cause material information in this Information Disclosure become inaccurate and/or misleading. Extraordinary General Meeting of Shareholders (“EGMS”) of the Compant will be held on Monday, dated 26 August 2019 in connection with, among others, to approve the Company’s Capital Increase plan by issue of new shares with pre-emptive rights  (“Pre-emptive Rights”) to the Company’ shareholders.

 

All information contained in this Information Disclosure is only a proposal, which is subject to the approval of the EGMS and the Prospectus to be issued in relation with the capital increase with Pre-emptive Rights.

 

This Information Disclosure is only information and does not constitute an offer or an opportunity to sell, or offer or solicitation to acquire or take part in the Company's shares in any jurisdiction where such offer or solicitation is illegal. Distribution of this Information Disclosure to jurisdictions other than Indonesia may be limited by the laws of the country concerned. Failure to meet these restrictions can be a violation of capital market regulations from each of these jurisdictions.

N

 

 

 

A PEMBELIAN

I.          INTRODUCTION

 

In compliance with POJK No. 32/2015 juncto POJK No. 14/2019, the Company’s Board of Directors announces this Information Disclosure with the intention of providing information to the Company’ shareholders that the Company intends to conduct capital increase by issuing of new shares which will be issued through the limited Public Offering by providing Pre-emptive Rights (“Public Offering”). In connection with the Public Offering, the Company intends to increase of the issued and paid up capital as much as 862.745.098 shares which is new registered shares with a nominal value of Rp100,- (one hundred Rupiah) per share (“New Share”). Public Offering is intended for organic and inorganic business development, working capital and refinancing.

 

Based on POJK No. 32/2015 juncto POJK No. 14/2019, the implementation of the Public Offering can be carried out after:

1. approved by the EGMS of the Company;
2. the Company submits the Registration Statement along with the supporting documents to the OJK; and
3. the Registration Statement in connection with the Public Offering has become effective.

 

The Public Offering provisions, including the final exercise price of the Pre-emptive Rights and the final amout of the New Shares from the proceeds of the Pre-emptive Rights to be issued, will be disclosed in the Prospectus issued in relation with the Public Offering, to be provided to the entitled Company’ shareholders in due time, in accordance with the prevailing laws and regulations.

II.        INFORMATION OF THE COMPANY

 

1. General Information

 

The Company was established under the law of the Republic of Indonesia and domiciled in South Jakarta. The Company was established under the law of the Republic of Indonesia under the name of “N.V. Pharmaceutical Processing Industries” abbreviated “N.V. Phapros” as set out in the Deed No. 54 dated 21 June 1954 juncto the Deed No. 96 dated 23 September 1954, both executed before Tan A Sioe, Notary in Semarang, which deed was approved by the Minister of Justice of the Republic of Indonesia  as set out in his Decision Letter No. J.A.5/92/20 dated 15 October 1954 and has registered in the Semarang District Court under No. 405a dated 29 October 1954 and has published in the State Gazette of the Republic of Indonesia No. 18 dated 4 March 1955, Supplement No. 248 (Deed of Establishment).

 

The Articles of Association of the Company have been severally amended and the latest amendments of the Articles of Association as set out in the Deed No. No. 18 dated 7 September 2018, executed before Fathiah Helmi, S.H., Notary in Jakarta, which deed was approved by the Ministed of Law and Human Rights of the Republic of Indonesia (“MOLHR”) as set out in his Decision Letter No. AHU-0019952.AH.01.02.Tahun 2018 dated 26 September 2018 and has been received and registered in the Database of the Administration System for Legal Entities (Sistem Administrasi Badan Hukum) (“SABH”) No. AHU-AH.01.03-0246524 dated 26 September 2018 and has been registered in the Company Registry  under No. AHU-0127092.AH.01.11.Tahun 2018 dated  26 September 2018 (”Deed No. 18/2018”) juncto the Deed No. 09 dated 13 December 2018, executed before Utiek R. Abdurachman, S.H., M.LI., M.Kn., Notary in Jakarta and has been received and registered in the SABH No. AHU-AH.01.03-0275121 dated 13 December 2018 and has been registered in the Company Registry  under No. AHU-0169906.AH.01.11.Tahun 2018 dated  13 December 2018 (”Akta No. 9/2018”).

 

1. Capital Structure and Share Ownership

 

As set out in the Deed No. 9/2018 and the Register of Shareholders of the Company dated 31 May 2019, issued by PT BSR Indonesia as the Company's Securities Administration Bureau, the capital structure and shareholders of the Company are as follows:

 

 

 

Description	Nominal Value Rp100,- per Share
	Total Shares	Total Nominal Value (Rupiah)	%
Authorized Capital	3.000.000.000	300.000.000.000,-
Name of Shareholders: 1.    PT Kimia Farma (Persero) Tbk. 2.    Masrizal A. Syarief 3.    Public	476.901.860 75.972.450 287.125.690	47.690.186.000,- 7.597.245.000,- 28.712.569.000,-	56,77 9,04 34,19
Paid-Up Capital	840.000.000	84.000.000.000,-	100
Shares in Portfolio	2.160.000.000	216.000.000.000,-	-

 

1. Business Activities

 

The article of association of the Company stipulates the purposes and objectives of the Company are to conduct business activities in the field of pharmacies, pharmaceutical raw materials, health instruments, healthcare services.

 

In order to achieve the abovementioned purposes and objectives, the Company may carry out business activities as follows:

 

1. Core business activities of the Company:
2. Undertaking business in manufacturer industry for producing and/or trading medicines, pharmaceutical raw materials, health instruments, chemical goods, veterinary, and other related goods;
3. Undertaking business in export, import, and other related industries;

iii.     Providing other public healthcare facilities.

 

1. In order to achieve the abovementioned purposes and objectives, the Company may carry out supporting business activities as follows:

       cosmetics, and food/drink products.

 

1. Composition of the Board of Commissioners and Board of Directors

 

Board of Commissioners

President Commisioner       : Johanes Nanang Marjianto

Commisioner                      : Drs. Masrizal Achmad Syarief

Indepedent Commisioner    : Prof. Dr. Fasli Jalal, Ph.D., SpGk

Indepedent Commisioner    : Zainal Abidin

 

Board of Directors

President Director               : Dra. Barokah Sri Utami

Director of Finance              : Heru Marsono, S.E.

Director of Production         : Drs. Syamsul Huda

Director of Marketing           : Chairani Harahap, S.E.

Independent Director          : Fransetya Hasudungan Hutabarat

 

The Company is located at Gedung RNI, Jl. Denpasar Raya Kav. D III, Kuningan, Jakarta 12950.

 

III.       INFORMATION ON THE PLAN OF ISSUING NEW SHARES WITH THE PRE-EMPTIVE RIGHTS
A.    Maximum Number of Issuing New Shares with the Pre-Emptive Rights   The Company intends to conduct the Public Offering as much as 862.745.098 shares which is new common shares with a nominal value of Rp100,- (one hundred Rupiah) per share.
B.    Estimation of the Implementation of Capital Increase with Pre-emptive Rights          The Company intends to implement and complete the capital increase with Pre-emptive Rights in a reasonable period of time, but no later than 12 (twelve) months from the date of the EGMS approval regarding Public Offering and subject to the effectiveness of the Registration Statement in connection with Public Offering by OJK in accordance with the prevailing laws and regulations.   The capital increase with the Pre-emptive Rights is estimated to be implemented in the semester II of 2019 or no later than 12 (twelve) months from the date of the EGMS approval regarding Public Offering.   C.    General Estimates of the Proceeds                                                                                                     The Company intends to use all the proceeds from Public Offering, after deducting emission fees to organic and inorganic business development, working capital and refinancing.          In the event that part or all of the proceeds from Public Offering are used for a transaction that is a Material Transaction, Affiliate Transaction and/or Transaction containing Conflict of Interest as referred to in the applicable regulations in the Capital Market sector in Indonesia, the Company will comply with the OJK Regulations concerning Material Transactions, Affiliate Transactions, and/or Transactions containing Conflict of Interest.          The final information regarding the use of proceeds will be disclosed in the Prospectus issued in the framework of the Public Offering, which will be provided to the entitled Company’ shareholders in due time, in accordance with the prevailing laws and regulations.   D.    Analysis of Effect of Capital Increase towards Company’s Financial Conditions and Shareholders                                                                                                     The implication of the implementation of the Public Offering are, among others: 1.     Company’s Financial Conditions a.     Proceeds from the Pre-emptive Rights can maximize the Company's business development, both organic and inorganic. So that it can support the Company to increase profits. b.     Providing capability for the Company, to increase recurring income. c.     Improve the Company's ability and/or the performance of the Company in investing, operating and funding activities.   2.     Shareholders a.     Shareholders who do not exercise their Pre-emptive Rights will be affected by dilution of the Company's maximum share ownership percentage of 50.67% of the issued and fully paid up capital. b.     Will increase the added value of the dividend payout ratio to shareholders.
IV.       INFORMATION REGARDING EGMS
The Company intends to obtain the approval from the Company’s shareholders with regards to the Company’s Capital Increase plan with Pre-emptive Rights, under the following indicative dates:   1. Notofication of EGMS Plan to the Financial Services Authority : July 12th 2019 2. Announcement of the planned EGMS : July 19th 2019 3. Information Disclosure of Public Offering : Juli 19th 2019 4. Recording Date of Shareholders entitled to attend EGMS : August 1st 2019 5. Announcement of EGMS invitation in daily newspapers : August 2nd 2019 6. EGMS convention : August 26th 2019
V.        STATEMENT OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY
Board of Directors and Board of Commissioners of the Company, either severally or collectively are fully held responsible for the accuracy and completeness of the information as disclosed in the Information Disclosure and after doing research carefully, hereby confirm that whole information disclosed in this Information Disclosure is accurate and none of unstated material fact can cause material information in this Information Disclosure become inaccurate and/or misleading.
VI.       ADDITIONAL INFORMATION
The shareholders of the Company who need further informations related to the abovementioned issues, may contact the Company every working day and during the Company's working hours at the address below:
PT PHAPROS Tbk.
Gedung RNI Jl. Denpasar Raya Kav. D III Kuningan Jakarta 12950 Phone: (021) 527 6263; Fax.: (021) 520 9381 Email: corporate@phapros.co.id Website: www.phapros.co.id     Up:  Corporate Secretary
Jakarta, July 19th 2019   Board of Directors PT PHAPROS Tbk.