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P R O S P E C T Schedule Application for Additional Shares Listing from Recording date to obtain the Rights : October 8, 2015 : October 22, 2015 Limited Public Offering with Rights Date of Extraordinary General Meeting of Distribution of the Rights Certificate : October 9, 2015 : October 23, 2015 Shareholders (EGMS) Date of Report of EGMS Resolutions Date of Shares Listing in IDX : October 12, 2015 : October 26, 2015 regarding Rights Offering Approval to IDX Announcement Date of EGMS Resolutions : October 12, 2015 Trading Period of Rights : October 26 – 30, 2015 Date of Last Trade of Shares with Rights (Cum Registration, Payment and Exercise : October 26 – 30, 2015 Right) Periods of Rights • Regular and Negotiation Markets : Delivery Period of Shares from October 19, 2015 : November 3, 2015 Exercising the Rights • Cash Market Last Date of Payment for : October 22, 2015 : November 3, 2015 Subscription of Additional Shares Date of Initial Trade of Shares without Rights (ExRight) Allotment Date : November 4, 2015 • Regular and Negotiation Markets : October 20, 2015 Date of Subscription Money Refund : November 6, 2015 S • Cash Market : October 23, 2015 THE FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN OR “OJK”) MAKES NO REPRESENTATION OF APPROVAL OR DISAPPROVAL OF THESE SECURITIES, NOR HAS PASSED UPON THE AUTHENTICITY OR ADEQUACY OF THE CONTENTS OF THIS PROSPECTUS. ANY REPRESENTATION WHICH ARE IN CONTRARY WITH THE ABOVEMENTIONED SHALL BE A VIOLATION OF THE LAW. THE COMPANY AND THE CAPITAL MARKET SUPPORTING PROFESSIONS AND INSTITUTIONS IN THE FRAMEWORK OF THIS LPO ARE FULLY RESPONSIBLE FOR ALL INFORMATION OR MATERIAL FACTS AS WELL AS THE TRUTH OF OPINION PRESENTED IN THIS PROSPECTUS, IN ACCORDANCE WITH ITS RESPECTIVE SCOPE OF WORK BASED ON THE PREVAILING LAWS AND REGULATIONS IN THE TERRITORY OF THE U REPUBLIC OF INDONESIA AND THE CODE OF ETHICS AS WELL AS THE NORMS AND STANDARDS OF EACH PROFESSION. T PT HANJAYA MANDALA SAMPOERNA Tbk. Main Business Activity: Cigarette Industry Domiciled in Surabaya, Indonesia Head Office: C Jl. Rungkut Industri Raya No. 18 Surabaya 60293, Indonesia Phone. : (031) 8431 699; Facsimile: (031) 8430 986 Website: www.sampoerna.com Jakarta Corporate Representative Office: One Pacific Place, 18th Floor, Sudirman Central Business District (SCBD) Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia Phone: (021) 5151 234; Facsimile: (021) 5152 234 E Email: [email protected] LIMITED PUBLIC OFFERING (“LPO”) TO SHAREHOLDERS OF THE COMPANY IN THE FRAMEWORK OF RIGHTS ISSUE (“RIGHTS”) The Company offers a maximum of 269,723,076 (two hundred sixty nine million and seven hundred twenty three thousand and seventy six) New Shares with a nominal value of Rp 100 (one hundred Rupiah) per share. Every holder of 65 (sixty five) existing shares whose name is listed in the Company’s Shareholders Register on October 22, 2015 at 16:00 WIB is entitled to 4 (four) Rights, in which each 1 (one) Right gives its holder the right to purchase as much as 1 (one) New Share with an Exercise Price of Rp77,000 (seventy seven thousand Rupiah) per share, which must be paid in full at the time of submission of a Shares Subscription and Reservation Form. This LPO is carried out by the Company in order to fulfill the listing requirement where the total shares owned by non- controlling shareholders and non-major shareholders are at least 50,000,000 (fifty million) shares and at least 7.5% (seven point five percent) of the number of shares in paid-up capital based on Provision V.I of the Indonesia Stock Exchange Regulation No. I-A regarding Listing of Shares and Equity Type Securities Other Than Shares Issued By a Listed Company. P The number of shares offered in the LPO through Rights Issue is the maximum number of shares that will be fully issued from the portfolio and will be registered in the Indonesia Stock Exchange pursuant to the prevailing laws and regulations. The amount of funds to be received by the Company in this LPO is as much as Rp20.768.676.852.000 (twenty trillion seven hundred sixty eight billion six hundred and seventy six million eight hundred and fifty two thousand Rupiah). Shares from the LPO have equal right in all respects including right of dividends that have been fully paid up. Every Rights in the form of fractions will be rounded down. PT Phillip Morris Indonesia (“PMID”) as the major shareholder of the Company will exercise a portion of its Rights in the LPO which is 600,640 (six hundred thousand six hundred and forty) Rights, where the remaining amount of 264,209,711 (two hundred sixty four million two hundred and nine thousand seven hundred and eleven) Rights, based on the Rights Sale and Purchase Agreement dated September 11, 2015 as amended on October 1, 2015 privately drawn up between PMID and PT Mandiri Sekuritas, will be sold to PT Mandiri Sekuritas as the appointed selling agent, and subsequently PT Mandiri Sekuritas will execerise a portion of the Rights and transfer a portion of those Rights. The shares from the exercise of Rights and the Rights owned by PT Mandiri Sekuritas that are not excercised will be offered and sold to domestic and foreign investors through a limited offering. Furthermore, PT Mandiri Sekuritas will distribute these shares to the securities account of S the investors after the execution of the transaction through the IDX on the same day of the exercise of the Rights owned by PMID by PT Mandiri Sekuritas, ensuring that the number of shares held by the public is 7.5% (seven point five percent) of the issued and fully paid-up capitals and the shares held by PMID amounted to 92.5% (ninety-two point five percent) of the issued and fully paid-up capital after the LPO is completed. If the new shares offered in the LPO are not entirely taken up by holders of public portion Rights, then the remaining will be allocated to the other public Rights holders who susbcribe more than their portion, as stated in the Rights Certificate or the Additional Share Subscription and Reservation Form proportionally based on rights that have been exercised. If, after allocation of the additional share subscription, there is public portion shares remaining, which is as much as 4,912,725 (four million nine hundred twelve thousand seven hundred twenty five) common shares, then based on Standby Purchase Agreement No. 40 dated September 11, 2015 as amended by the Addendum and Restatement of the Standby Purchase Agreement No. 12 dated October 1, 2015, which is lastly amended by Addendum II and Restatement of the Standby Purchase Agreement No. 21 dated October 6, 2015, all of which made before Aryanti Artisari, S.H., M.Kn., Notary in South Jakarta Administration City between the Company and PT Mandiri Sekuritas, where PT Mandiri Sekuritas, acting as the standby buyer, is obliged to purchase the remaining public portion shares, where the remaining shares obligated to be purchased by the standby buyer is excluded from the shares derived from the exercise of PMID’s Rights in this LPO. O THIS LPO BECOMES EFFECTIVE AFTER APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”) OF THE COMPANY WHICH WILL BE HELD ON OCTOBER 9, 2015. IN CASE THE EGMS DOES NOT APPROVE THE LPO, ANY ACTIVITY AND/OR ANY OTHER ACTION IN WHATSOEVER FORM THAT HAS BEEN PERFORMED AND/OR PLANNED BY THE COMPANY IN THE FRAMEWORK OF RIGHTS ISSUE IN ACCORDANCE WITH THE ABOVE SCHEDULE AND IN THIS PROSPECTUS OR OTHER DOCUMENTS IN CONNECTION WITH THE PLAN OF THIS LPO SHALL BE DEEMED TO BE NON- EXISTING AND MAY NOT BE USED AS A BASIS OR REASONS BY ANY PERSON TO CONDUCT LEGAL ACTION IN ANY FORM AGAINST ANY PARTY INCLUDING THE COMPANY AND THE CAPITAL MARKET SUPPORTING PROFESSION INSTITUTIONS DESIGNATED FOR THIS LPO. THE RIGHTS ARE TRADEABLE INSIDE AND OUTSIDE THE INDONESIA STOCK EXCHANGE FOR NOT LESS THAN 5 (FIVE) BUSINESS DAYS FROM OCTOBER 26, 2015 TO OCTOBER 30, 2015. NEW SHARES LISTING AS A RESULT OF EXECUTION OF RIGHTS WILL BE CONDUCTED IN THE R INDONESIA STOCK EXCHANGE ON OCTOBER 26, 2015. LAST DATE OF EXECUTION OF RIGHTS IS OCTOBER 30, 2015 PROVIDED THAT THE RIGHTS THAT ARE NOT EXERCISED UP TO THE SAID DATE SHALL NO LONGER BE VALID. IMPORTANT NOTICE TO THE SHAREHOLDERS EXISTING SHAREHOLDERS WHO DO NOT EXERCISE ITS RIGHTS TO PURCHASE NEW SHARES OFFERED UNDER THIS LPO PERSUANT TO ITS RIGHTS SHALL BE SUBJECT TO DILUTION IN THE MAXIMUM AMOUNT OF 5.8% (FIVE POINT EIGHT PERCENT). THE MAIN RISK FACED BY THE COMPANY IS DEPENDENT ON THE PRODUCTION AND SALE OF A SINGLE CATEGORY OF PRODUCT, AND ANY MATERIAL DETERIORATION OF THE MARKET CONDITION FOR CIGARETTES MAY ADVERSELY AFFECT THE COMPANY’S BUSINESS AND PROFITABILITY. P IN THIS LPO, THE COMPANY SHALL NOT ISSUE COLLECTIVE SHARES CERTIFICATES, HOWEVER THOSE SHARES WILL BE DISTIRBUTED ELECTRONICALLY THAT WILL BE ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA (KSEI). STANDBY BUYER PT Mandiri Sekuritas RISKS FACED BY THE INVESTORS ARE THE PRICE AND LIQUIDITY OF THE SHARES ARE AFFECTED BY THE CONDITIONS IN THE INDONESIAN SECURITIES MARKET This Prospectus is issued in Jakarta on October 9, 2015. PT Hanjaya Mandala Sampoerna Tbk PT Hanjaya Mandala Sampoerna Tbk. (hereinafter in the Prospectus referred to as "the Company") has submitted a Registration Statement for LPO in the framewok of Rights Issue to the OJK in Jakarta by letter No. 153/CLD/HMS/VIII/2015 on August 10, 2015, in accordance with the requirements set forth in Regulation No. IX.D.1 Attachment to Decree of the Chairman of Bapepam No. Kep- 26/PM/2003 dated July 17, 2003 on the Rights ("IX.D.1 Regulation") and Regulation No.IX.D.2 Attachment to Decree of the Chairman of Bapepam No.
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