ANNOUNCEMENT

 

Share Purchase Period

18 – 22 December 2017

Payment Date

3 January 2018

SHARES PURCHASE OFFERING

PT. Taisho Pharmaceutical Indonesia Tbk

(the Company”)

Domiciled in South Jakarta

Line of Business:

Pharmaceutical Industry

 Head Office:

Wisma Tamara Lt. 10, Jl.Jend. Sudirman Kav. 24,

Jakarta 12920, Indonesia

Telephone: +62 21 520 6720

Facsimile: +62 21 520 6735

www.taisho.co.id

Factory:

Jl. Raya Bogor Km. 38, Cilangkap,

Tapos (Depok) 16458, Indonesia

Designated Securities Company:

PT Bahana Sekuritas

Graha CIMB Niaga, 19th Floor

Jl. Jenderal Sudirman Kav. 58, Jakarta, Indonesia 12190

Telephone: 021 250 5678

 This Shares Purchase Offering is issued on 15 December 2017 

I.                   PRELIMINARY

This Shares Purchase Offer is made in connection with the Delisting plan, namely the delisting of all shares of PT. Taisho Pharmaceutical Indonesia Tbk (the "Company") from the list of Securities listed on PT Bursa Efek (BEI) approved by the Extraordinary General Meeting of Shareholders of the Company on 13 December 2017 to comply with the provisions of number III.2.2.3 of the Rules of the Indonesia Stock Exchange No. I-I on the Delisting and Relisting of Shares on the Stock (the "IDX Delisting Rules").

This Share Buying Offer Announcement contains an offer by the Company and an explanation of the actions that must be taken by public shareholders holding shares of A Series of the Company intending to sell their shares.

The Offer Price is Rp440,138.00 (four hundred forty thousand one hundred and thirty eight Rupiah) per share, which price has complied with the provisions on the purchase price under the IDX Delisting Rules. 

II. TERMS AND CONDITIONS OF SHARES PURCHASE

In order to comply with the provisions of number III.2.2.3 of the IDX Deliting Ruls, the Company hereby discloses information regarding the procedure for the Company's share buyback from public shareholders wishing to sell its shares as follows: 

 

A.   Share Purchase Price

The purchase price of shares is Rp440,138,00 (four hundred forty thousand one hundred thirty eight Rupiah), which stipulation has fulfilled the requirements of the purchase price as stipulated in the IDX Delisting Rule which requires the highest price of the following prices:

1.    nominal value of shares, which is Rp1.000,00 (one thousand Rupiah) per share;

2.    the highest price in the Regular Market for the last 2 (two) years before advertisement of notification of the EGMS after taking into account the adjustment factor due to the change of nominal value since last 2 (two) years until the GMS approving Delisting, plus the premium in the form of return on investment for 2 (two) shall be calculated at the initial price of shares multiplied by the average of 3 (three) months Certificates of Bank Indonesia (SBI) interest rate or equivalent rate of interest on other government bonds at the time of stipulation of a GMS decision concerning Delisting, which is Rp440.138,00 (four hundred forty thousand one hundred and thirty-eight Rupiah); or

3.    fair market value based on an independent party's assessment registered at Bapepam (now the Financial Services Authority/OJK) and appointed by the Listed Company or the party to purchase shares and approved by the GMS, which is Rp166.249,00 (one hundred sixty-six thousand two hundred and forty-nine Rupiah).

Shareholders who are unwilling to sell their shares under this Shares Purchase Offer will remain shareholders of the Company whose shares are no longer listed on the Stock Exchange and therefore can not trade their shares on the Stock Exchange and retain the right, among others the right to receive dividends, the right to attend and cast votes in any GMS held by the Company.

B.   Process of Sale and Purchase of Shares in the Shares Purchase Offer

The process of sale and purchase of shares in connection with the Shares Purchase Offer will be conducted through a meeting between bid and receipt (crossing) on ​​IDX. Therefore, shareholders whose shares are still in scrip form are required to convert their shares into scripless shares in order to participate in the share sale process. For more information about scrip conversion process to be scripless please contact the Company or PT Bahana Sekuritas at the above address.

C.   Period of Shares Purchase

The period of purchase of shares is set for 5 (five) Exchange Days, from 18 December 2017 until 22 December 2017, every day starting at 09.00 Western Indonesia Time and closed at 16.00 Western Indonesia Time. Any shareholder wishing to sell its shares is required to submit a completed Share Purchase Form in accordance with the procedures set forth in Section IV of this Share Offer Announcement not later than 22 December 2017 at 16.00 Western Indonesia Time.

D.   Payment Date

Payments to shareholders who sell their shares and have submitted all documents required under the terms of the Shares Purchase Offer and Share Purchase Form, are planned to be made on 3 January 2018.

 

III. SHARES PURCHASING PARTY

The party that will purchase the shares is the listed company itself, namely PT Taisho Pharmaceutical Indonesia Tbk.

 

 

IV. PROCEDURE OF SHARES PURCHASE

 

A.   Eligible Applicant

The party eligible to participate in this Share Purchase Offer is a public shareholder holding a Series A share that has completed and submitted all documents required for a share purchase offer no later than 22 December 2017 at 16.00 Western Indonesia Time (hereinafter referred to as "Applicant").

B.   Shares Purchase Form

Application to participate in Share Purchase Offer must be submitted pursuant to the terms and conditions stated in this Share Purchase Offer and Share Purchase Form. The Share Purchase Form may be obtained at the office of the Designated Securities Company and at the Designated Registrar's office, at the following address:

 

Designated Securities Company:

PT Bahana Sekuritas

Graha CIMB Niaga, 19th Floor

Jl. Jenderal Sudirman Kav. 58, Jakarta, Indonesia 12190

Telephone: 021 250 5081

Attn.: Sugeng Riyanto ext 3137

Frans Andreas ext 3125

BAE Yang Ditunjuk

PT Bima Registra

Graha MIR, 6th Floor A2,

Jl. Pemuda No. 9, Rawamangun,

East Jakarta 13220

Telephone: 021 2956 9871

Attn.: Rizky Yudithia

Himawan Hartono 

 

Share Purchase Form shall be filled completely and correctly. If there is any mistake in the filling of the Share Purchase Form and the error is not corrected to the deadline of the share purchase period on 22 December 2017 at 16.00 Western Indonesia Time, then PT Bahana Sekuritas is entitled to declare the request of the relevant shareholder to be voided.

C.   Procedures for Filing of Share Purchase Form

a.    The applicant must complete and submit his/her application during the Share Purchase period to the Designated Securities Company or Designated Registrar. Applications shall be submitted during the period of purchase of shares and no later than 22 December 2017 at 16.00 Western Indonesia Time, by the Applicant or his proxy, by submitting the following documents:

(i)    One Share Purchase Form that has been completed and validly signed by the Applicant or its proxy. In the event that the Applicant is represented by his/her proxy, the proxy must submit the original documents of power of attorney in a form acceptable to the Designated Registrars. The Power of Attorney Form may also be obtained at the Designated Registrar's office at the above address.

(ii)   Copy of proof of identity of Applicant (KTP for Indonesian citizen or passport/temporary stay permit for foreign citizen, or Articles of Association and Taxpayer Registration Number for company/legal entity)

 (iii)Proof of ownership of shares issued by a securities company/custodian bank where the Applicant's shares are deposited.

b.    The Applicant must submit a Share Purchase Form to participate in the Share Purchase Offer to the Designated Registrars or to the Designated Securities Company at the above address. Applicants must ensure that prior to filing of the Share Purchase Form has been stamped by the securities company/custodian bank where the Applicant's shares are deposited. Share Purchase Form may also be submitted to a securities company/custodian bank to be forwarded to the Designated Registrars or Designated Securities Company.

c.    The securities company/custodian bank holding the shares on behalf of the Applicant will instruct KSEI to transfer the shares to be sold in the Share Purchase Offer into the temporary escrow account at KSEI ("Temporary Escrow Account"). The transfer of shares to the Temporary Escrow Account will be made by giving security transfer instruction (SECTRS) through C-BEST. Temporary Escrow Account Number is KSEI1-1092-001-96.

d.    1 (one) working day after the closing date (22 December 2017), KSEI will submit a list of Applicants who have transferred their shares to the Temporary Escrow Account to PT Bahana Sekuritas, as the Designated Securities Company and Designated Registrars to jointly verify upon the validity of ownership of shares of Applicant in accordance with the terms and conditions stipulated in this Share Purchase Offer.

e.    After the Share Purchase Form has been examined, the Designated Securities Company will confirm to KSEI the list of Applicants for the sale of the shares received. The results of verification by the Designated Securities Company are conclusive and binding on the Applicant. Subsequently, KSEI will transfer the shares from the Temporary Escrow Account to the account of the Designated Securities Company (on behalf of the Shares Purchasing Party) in KSEI following the transfer of funds from the Designated Securities Company (on behalf of the Shares Purchasing Party) to the KSEI account. The transfer of such shares and funds will be executed no later than 1 (one) business day prior to 3 January 2018.

D.   Evidence of Receipt

The Designated Registrars shall issue a receipt for the receipt of the Share Purchase Form. This evidence shall be contained in the signed Share Purchase Form and stamped by the Designated Registrars as evidence of receipt of the Share Purchase Form ("Evidence of Receipt"). Such Evidence of Receipt shall be kept for re-submission at the time of collection or return of shares if the Share Purchase Form is canceled by the Applicant.

E.   Cancellation of Shares Purchase

Prior to the expiration and during the period of purchase of shares, the Share Purchasing Party shall be entitled to cancel the purchase of shares if the terms and conditions of purchase of shares are not fulfilled by the Applicant.

F.    Return of Shares

For the Participant whose partial or whole application is rejected or in the event of cancellation of share purchase, its shares shall only be returned to the Applicant or their proxies by submitting a Proof of Acceptance by the Applicant or his proxy to the Designated Registrars on the date of stock return. Subsequently, the shares will be credited to the sub-account of the Applicant to the securities company/custodian bank holding the shares on behalf of the Applicant, 1 (one) working day after the date of cancellation of the shares purchase or the closing date of the share purchase period.

G.   Cancellation of Shares Purchase Form

Prior to the expiration of the share purchase period, the Applicant who has submitted the Share Purchase Form may cancel his/her participation in the Purchase of Shares for all or part of his or her shares transferred into the Temporary Escrow Account. Applicants wishing to cancel their participation must provide a written notice stating the reasons for cancellation to their securities company/custodian bank and the Company, with copies to KSEI, Dppointed Securities Company and Designated Registrars. The written notice of such cancellation must be submitted no later than 3 (three) working days before the end of the share purchase period. Upon receipt of such notice and with confirmation from the Company, KSEI will transfer the relevant shares to the Temporary Escrow Account to the Sub-Account of the Applicant in the securities company/custodian bank within 1 (one) business day after the closing date.

H.   Payments

Payment will be made on the payment date, ie 3 January 2018, through KSEI. KSEI will make payments through C-BEST by giving instructions to implement Book Transfer Instruction (BTS) to any securities company/custodian bank managing securities account in the name of Applicant who has fulfilled the requirements. Furthermore, the securities company/custodian bank will make payment to Applicant who has fulfilled the requirements.

Payments will be made in Rupiah. All commissions and applicable IDX transaction fees will be paid by the Company in accordance with applicable laws and regulations. Shareholders

who sell their shares in scripless form through this Shares Purchase Offer shall be subject to final sales tax of 0.1% of the proceeds from the sale of shares.

 

V. ADDITIONAL INFORMATION

If you need further information, please contact the Company at: 

PT. Taisho Pharmaceutical Indonesia Tbk

Wisma Tamara Lt. 10, Jl.Jend. Sudirman Kav. 24,

Jakarta 12920, Indonesia

Telephone: +62 21 520 6720

Facsimile: +62 21 520 6735

www.taisho.co.id 

Attention:  Dyah Eka Budiastuti 

or 

PT Bahana Sekuritas

Graha CIMB Niaga, Lantai 19

Jl. Jenderal Sudirman Kav. 58,

Jakarta, Indonesia 12190

Telephone: 021 250 5678

Facsimile: 021 250 5087 

Attention: Sugeng Riyanto, ext 3137

Frans Andreas, ext 3125